Stock code: 2401
LSE：SUPD
2019 Annual Report
Sunplus Technology Co., Ltd. Prepared by
Search the annual website: http://mops.tse.com.tw
Date of publication: May 15th, 2020
PLEASE READ FOLLOWING NOTICE
BEFORE USING THIS REPORT
Readers are advised that the original version of the report is in Chinese. If there is any conflict between these financial
statements and the Chinese version or any difference in the interpretation of the two versions, the Chinese-language
report shall prevail.
In addition, certain of our financial information have been published in accordance with requirements of the Republic of
China Securities and Futures Commission and are presented in conformity with accounting principles generally accepted
in the Republic of China. Readers should be cautioned that these accounting principles differ in many material respects
from accounting principles generally accepted in other countries.
Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of
new information, future events, or otherwise.
The materials and information provided on this report have been issued by Sunplus and are posted solely for
informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any securities issued by
us or otherwise.
SPOKESPERSON
Name: Wayne Shen
Title: Vice President
Tel: +886-3-5786005
E-mail: IR@sunplus.com
DEPUTY SPOKESPERSON
Name: Ji-An Zhuang
Title: Investor Relations Manager
Tel: +886-3-5786005
E-mail: IR@sunplus.com
SUNPLUS LOCATION
Address: 19, Innovation 1st Road, Hsinchu Science Park, Hsinchu 300, Taiwan
Tel: +886-3-5786005
Fax: +886-3-5786006
http://www.sunplus.com
COMMON SHARES TRANSFER AGENT
Company: China Trust Commercial Bank Corporate Trust Operation and service Department
Address: 5F, 83, Sec. 1, Chung-Ching S. Rd. Taipei 100, Taiwan
Tel: +886-2-21811911
http://www.chinatrust.com.tw
AUDITORS
Name: Cheng-Chi Lin, SuJai Huang
Company: Deloitte & Touche Tohmatsu Limited
Address: 6F, 2, Prosperity Road 1, Hsinchu Science Park, Hsinchu 300, Taiwan
Tel: +886-3-5780899
http://www.tw.deloitte.com
GDR DEPOSITARY BANK
Company: The Bank of New York
Address: 101 Barclay Street New York, N.Y. 10286
Tel: +1-212-815-2476
http://www.adrbnymellon.com
Please refer to London Stock Exchange official website for Sunplus’ Market Price.
http://www.londonstockexchange.com
SUNPLUS WEBSITE
http://www.sunplus.com
TABLE OF CONTENT
I.
II.
III.
LETTER TO SHAREHOLDERS ..................................................................................................................................... 1
COMPANY PROFILE.................................................................................................................................................. 4
2.1 Foundation of Sunplus ........................................................................................................................................... 4
2.2 Milestones ............................................................................................................................................................. 4
CORPORATE GOVERNANCE ..................................................................................................................................... 6
3.1 Organization........................................................................................................................................................... 6
3.2 Director, general manager, deputy general manager, associate, department and branch office in charge of
information ............................................................................................................................................................ 8
3.3 Corporate Governance Implementation .............................................................................................................. 20
3.4 Audit Fees ............................................................................................................................................................ 48
3.5 Replacement of Auditors ..................................................................................................................................... 48
3.6 Chairman, Presidents, and Managers in Charge of Finance and Accounting Who Held a Position in Sunplus’
Independent Audit Firm or Its Affiliates during the Recent Year ......................................................................... 49
3.7 Net Change in Shareholding and Net Changes in Shares Pledged by Director, Manager, and Shareholders with
IV.
10% Shareholding or More .................................................................................................................................. 50
3.8 Top 10 Shareholders & Related Parties ............................................................................................................... 52
3.9 Long-term Investment Ownership ....................................................................................................................... 53
CAPITAL & SHARES ................................................................................................................................................ 54
4.1 Capitalization ....................................................................................................................................................... 54
4.2 Issuance of Corporate Bonds ............................................................................................................................... 61
4.3 Preferred Shares .................................................................................................................................................. 61
4.4 Issuance of GDR ................................................................................................................................................... 62
4.5 Employee Stock Options Plan .............................................................................................................................. 63
4.6 Restricted Employees Stock ................................................................................................................................. 63
4.7 Mergers and Acquisitions .................................................................................................................................... 63
V.
FINANCIAL PLAN & IMPLEMENTATION .................................................................................................................. 64
VI. BUSINESS HIGHLIGHT ............................................................................................................................................ 65
6.1 Business Activities ................................................................................................................................................ 65
6.2 Market Status ...................................................................................................................................................... 73
6.3 Personnel Structure ............................................................................................................................................. 80
6.4 Environmental Protection & Expenditures .......................................................................................................... 80
6.5 Employees ............................................................................................................................................................ 82
6.6 Important Contracts ............................................................................................................................................ 83
VII. FINANCIAL STATEMENTS ....................................................................................................................................... 84
7.1 Condensed Financial Statement and Auditors’ Opinions by adopting IFRSs ....................................................... 84
7.2 Financial Analysis for recent 5 years .................................................................................................................... 89
7.3 Report by Audit Commitee .................................................................................................................................. 94
7.4 Consolidated Financial Statements ...................................................................................................................... 95
7.5 Financial Statements-Standalone ...................................................................................................................... 197
7.6 Financial Difficulties ........................................................................................................................................... 288
VIII. FINANCIAL ANALYSIS ........................................................................................................................................... 274
8.1 Financial Status .................................................................................................................................................. 274
8.2 Operational Results............................................................................................................................................ 275
8.3 Cash Flow ........................................................................................................................................................... 276
8.4 Major Capital Expenditure ................................................................................................................................. 277
8.5 Long-Term Investment ....................................................................................................................................... 277
8.6 Risk Management .............................................................................................................................................. 278
8.7 Other Remarks ................................................................................................................................................... 280
SPECIAL NOTES .................................................................................................................................................... 281
9.1 Affiliates ............................................................................................................................................................. 281
9.2 Private Placement Securities ............................................................................................................................. 293
9.3 Status of Sunplus Common Shares/GDRs Acquired, Disposed of, or Held by Subsidiaries ............................... 294
9.4 Special Notes ..................................................................................................................................................... 295
9.5 Any Events Impact to Shareholders’ Equity and Share Price ............................................................................. 295
IX.
I.
LETTER TO SHAREHOLDERS
BUSINESS REPORT
2019 Business Results
Sunplus consolidated net operating revenue totaled NT$5,512 million and the gross profit were NT$2,375
million in 2019. While R&D expense totaled NT$1,481 million and the G&A expenses were NT$498 million,
marketing expense were NT$263 million, Operating profit was NT$132 million in 2019. Including total
non-operating net income NT$112million, the profit before tax were NT$244 million. Excluding the income tax
expense NT$69 million, the net profit of the year totaled NT$175 million, attributable to owner of the
Company were NT$15 million which the earning per share after tax for 2019 was NT$0.03.
The net sales from continuing operations in 2019 decline 9.30% compared to the same period last year. The
gross profit margin is about 43% compared with the previous year ’s 40%, a slight increase. 2019 operating net
profit increased by 246.72% compared to 2018.
Off-line income decreased from 294 million yuan in 2018 to 112 million yuan in 2019, mainly due to the
recognition of profits of 171 million yuan by the company in 2018.
The IFRS Consolidated Statement exposes other comprehensive gains and losses in 2019, Including the
difference between the conversion of financial statements of foreign operating institutions, Unrealized gains
and losses on equity instrument investments measured at fair value through other comprehensive income,
determine the number of reassessments of the welfare plan, the shareholding of related enterprises
recognized by equity method, the total net profit and loss for other consolidated losses in 2019 is NT$102
million. Total after 2019 net profit, the total consolidated profit and loss in 2018 was NT$73 million, the
consolidated profit and loss was attributed to the loss of NT$77 million by the owner of the company.
PRODUCTS R&D, TECHNOLOGIES AND OUTLOOK
Sunplus technology mergers and acquisitions of major individuals, including Sunplus Technology,
Generplus Technology, SunplusIT Technology, Jumplux Technology, and mainland subsidiary.
Sunplus is currently focuses on the development, in addition to Automotive Infotainment System (Display
Audio), advanced driver assistance system (ADAS) automotive chip products and systems platform, has been
launched with advanced driving support system function (ADAS) of the wafer platform products, and car
information entertainment system (Display Audio), BoomBox, SoundBar, portable entertainment systems and
other products. It also introduces the intelligent computing chip Plus1 for AioT applications, and also provides
IP authorization such as high-speed interface, data converter and analog.
With the popularity of smart phones, the convenience of getting on the car and the car infotainment system,
the system has quickly become the standard equipment for the new car. It is expected that the COVID-19
epidemic will drag down global consumption, and the growth momentum of the system may be slightly
affected. It is still the main source of growth and revenue for Lingyang Technology.
The revolutionary breakthrough of the intelligent computing chip Plus1 greatly reduces the research and
development threshold of Edge Computing. It will be the best solution for a small number of diverse AIoT new
applications, and related applications will become increasingly popular in the future.
1
Generalplus Technology focuses on consumer electronics chips, product line includes voice, multimedia, and
MCU chips, Product development market leadership. The main application products include interactive toys,
education and learning, driving Recorder, Sports DV, Gaming Keyboard and Wireless Charging. In 2019, a 16-bit
DSP high-sound quality sound synthesis platform integrating a touch unit and a high-resolution PWM
broadcasting device will be launched. In terms of multimedia products, we developed a 32-bit SoC handheld
open application platform, including image processing, visual processing, and voice processing, combined with
deep learning algorithms, which can be used for educational learning, driving records, sports photography,
aerial photography and other applications. For MCU, develop 32-bit Cortex-M0 sine wave drive motor control
chip. In terms of wireless charging, launched a 15W solution, integrated high and low voltage components and
passed WPC EPP certification.
Sunplus Innovation Technology focuses on computer peripheral application chip development, including
human-machine interface device chips, network camera chips, optical sensors, RF wireless transmission chips,
remote control ICs, and more. About 70% of the sales in 2019 will come from PC-related cameras, mouse
keyboards, and storage chips, and about 30% will come from high-speed cameras, rear-drive lenses, new retail
and remote control chips. 2020 will continue the application of machine vision intelligent imaging applications
and expand applications in non-PC applications.
In response to the growing demand for automotive electronics and high-speed storage, Jumplux Technology
has developed ASICs with system customers. In 2019, the RISC-V is adopted as the core car regulation USB
Media Hub IC SPD126, and UFS Bridge IC SPD215, the former supports USB Type-C PD2.0 and WPC wireless
charging, and the latter can be used for large-capacity USB flash drives or solid state drives.
Subsidiaries in China include Shanghai Sunplus, Sunplus prof-tek, Sunmedia, Sunplus-EHUE and Sunplus APP.
Mainly to support the company's mainland customers in the company's engineering services and business
promotion.
External competition, regulations, and overall economic environment
Sunplus Technology focuses on the development of niche-type automotive wafers and intelligent computing
chips, continuing its leading position in the audio-visual market, and is beneficial to the competitiveness of
automotive audio-visual systems, vehicle-adaptive driving assistance systems, and AIoT Edge Computing.
Generplus Technology 2019 due to the closure of the US Toys R Us, the change in sales channels, affecting the
number of new products; and the Sino-US trade war, weakening the mainland market demand; resulting in a
decline in revenue and profits. Looking ahead to 2020, we will continue to bet on more R & D resources,
develop new products, and respond to market changes .
In addition to continuing to develop in a more integrated direction, Sunplus Innovation Technology is also
Actively develop non-PC smart imaging products to establish a foundation for growth and profitability.
Jumplux Technology continues to invest in the development of automotive USB Media Hub and UFS bridge IC,
and will build a RISC-V 64-bit development platform and IP.
Looking ahead to 2020, the haze of the US-China trade war is still going on, and a COVID-19 epidemic will be
added in the first quarter, which will drag down international economic growth. The company will pay close
attention to changes in the international economic environment, adjust the pace of product research and
development in a timely manner, and meet market demands.
Future company development strategy
Sunplus Technology includes all of the merged individuals of the Group, will continue to deepen the core
competitiveness of various fields, efforts to expand the market, Improve product value and observe market
trends, adjust and optimize product lines and investments,
Improve industry and industry performance, at the same time actively investing in advanced technology, open up
2
new products and markets, reserve a new wave of growth momentum.
Expect to continue to increase profits, return the long-term support of shareholders.
All the best,
Chairman & CEO,
3
II. COMPANY PROFILE
2.1 Foundation of Sunplus
Sunplus was founded in August 3rd 1990 in Hsinchu, Taiwan.
2.2 Milestones
For the formation of the Company's share capital, please refer to pages 63-66 of this annual report.
Please refer to pages 284 to 295 of this annual report on the relationship between the Company and the
investment enterprises.
August 1990 Sunplus Technology was founded
May 1993 Obtained approval from the SIPA to move into Hsinchu Science Park
October 1993 Moved into Hsinchu Science Park
September 1994 Company started in-house wafer circuit probe testing
December 1995 Groundbreaking for the construction of Sunplus’ office building, located in 19, Innovation First
Road, Hsinchu Science Park
April 1996 Evaluated as “The most productive IC design company” by Hsinchu SIPA
January 1997 Grand opening of Sunplus’ office building
September 1997 Sunplus Technology was IPO on the Over-The-Counter stock market
January 2000 Sunplus was listed on the main board of the Taiwan Stock Exchange (TSE)
Jun 2000 Received certificate of ISO 9001 Quality Assessment by RWTUV
September 2000 Reorganized into three new business unit, Consumer center, Multimedia center, and
production center; and the BOD appointed Mr. Yarn-Chen Chen as the president
December 2000 Received the “Distinguished Achieved Award” from Hsinchu SIPA
March 2001
Launched Global Depositary Receipts on the London Stock Exchange
December 2001 Completed the Grandtech merger and announced the company’s reorganization
January 2002 Established a subsidiary in Shanghai, China to provide better service to customers in Mainland.
February 2002
Implemented ERP system successfully to enhance company‘s operating efficiency and
competence
Jun 2002 Purchased a new office building (B-building) at Science Park
July 2002 Sponsored the new Innovation Park and Parking Lot at Science Park, Hsinchu
February 2003
Licensed 32-bit core IP from MIPS Technology for next-generation consumer electronic
products
April 2003 Completed acquisition of Oak Optical Storage Business and spin-off a new venture, Sunext
May 2003
Technology to focus on next generation Blue Ray ODD controller
Licensed MPEG-4 video compression technology from DivX Networks to create DivX certified
IC solution for consumer electronic products
Jun 2003 Announced reorganization by altering the Product Business Unit Systems to Functional
Business Unit Systems
August 2003 Established a new milestone for monthly sales over NT$1 billion
December 2003 Won “Innovation Product Award 2003” and “R&D Performance Award 2003” from Hsinchu
SIPA
March 2004 Established a new subsidiary, Generalplus Technology to focus on consumer IC design
September 2004 Received certificate of ISO 14000 Quality Assessment
December 2004 MFP SoC with 4800dpi image quality won “Innovation Product Award 2004” from Hsinchu
SIPA
December 2004 Won “R&D Performance Award 2004” from Hsinchu SIPA
Jun 2005 Announced the first 32-bit processor core S+core® with Sunplus-owned instruction set
Jun 2005
architecture
Launched USB2.0-to-Serial ATA bridge solution
August 2005 Applied MPEG-4 image controlling technology to the first IP cam with resolution up to 1M
pixel in the worldwide
August 2005 Completed the merger with the 3G team of information & communication research lab ITRI
and started the development of 3G cellular communication ICs
September 2005 Established a new milestone of monthly sales up to NT$1.899 billion as record high
October 2005 Mass-produced the PHS mobile baseband processor
November 2005 Announced the worldwide first DVD ICs certificated by DivX Ultra
December 2005 Announced reorganization by altering the Functional Business Unit System to Product Business
Unit System and the resolved to spin off the LCD IC business. Mr. Chou-Chye Huang was
appointed to CEO of Sunplus
4
March 2006 Completed the spin-off of the LCD IC business into Orise Technology Co., Ltd.
December 2006 Completed the spin-off of Controller & Peripheral Business Unit into Sunplus Innovation
Technology Inc.
December 2006 Completed the spin-off of the Personal Entertainment Business Unit and Advanced Business
Unit into Sunplus mMobile Inc.
December 2006 Established a new record high with 2006 profit after tax, NT$2.97 billion
February 2007
Licensed digital TV SoC IP to Silicon Image, Inc. with US$40 million for license fee.
March 2007 Completed the return of capital with outstanding shares afterward 512,953,665 shares
April 2007 The spin-off LCD driver IC design company Orise Technology was IPO
April 2007 Sunplus mMobile spun-off Sunplus mMedia Inc.
December 2007 Highly integrated SoC SPG290 with interactive game and education function won the
“Innovation Product Award 2007” from Hsinchu SIPA
December 2007 Received certificate of IECQ 080000 for hazardous substance process management.
December 2007 Established a new subsidiary, Sunplus Prof-tek Technology, in Shenzhen
January 2008 Established a new subsidiary, Sunmedia Technology, in Chengdu
March 2008 Sunext licensed optical storage technology to Broadcom Corporation with license income up
March 2008
to US$38 million
Launched first DTMB demodulator for China digital broadcasting TV system among Taiwanese
IC design companies
April 2008 Established new subsidiary Sunplus APP Technology in Beijing, to follow up Sunplus University
March 2009
Program in China
Joint-promoted with DTS next generation DVD SoC delivering the ultimate audio
entertainment experience.
October 2009 Spun off Sunplus mMedia’s product lines: PC-Cam to Sunplus Innovation Technology Inc.;
PMP/MP3/DPF to Generalplus Technology Inc.; DSC to new start-up
December 2009 Started up iCatch Technology Inc. to take over the DSC business from Sunplus mMedia Inc.
August 2010 Celebrated Sunplus’ 20th Anniversary and Kept Going for “Technology for Easy Living”
May 2011 Announced reorganization by altering the IC design Unit and System design Unit to “DVD
Product Center”, “STB Product Center”, “TV Product Center” and “IP Product Center”.
Appointed Dr. Archie Yeh as President of Home Entertainment Business Unit
November 2011 The subsidiary, Generalplus Technology Co., Ltd., focused on consumer IC design listing on
Taiwan Stock Exchange under the code “4952”
May 2012 Updated the company vision from “Technology for Easy Living” to “Customers Win we win”
June 2012 Elected the 9th Board of Directors and Supervisors in AGM2012, the BOD re-elected
December 2012
Unanimously Mr. Chou-Chye Huang as Chairman
Joint-invest Sunplus Core Technology (renamed: S2-tek Inc.) for TV IC design
January 2013 Reorganization to “DVD Product Center”, “STB Product Center” and “IP Product Center”.
November 2013
“DVD Product Center” renamed to “Automotive Product Center”.
January 2014 Established new subsidiary Beijing Sunplus-Ehue Tech Co., Ltd.
October 2014 Sunplus mMedia spun-off Jumplux for USB Multi-Screen Display SoC and IP Design
December 2014 The consolidated net sales reached NT$8.71 billion
January 2015 Orise Technology merged with Focal Tech
January 2015 Disposed STB product Center
February 2015 Reorganization due to disposal of STB center, Chariman & CEO Mr. Chou-Chye Huang is acting
June 2015
December 2016
June 2017
March 2018
August 2018
February 2019
as President of HE BU
Elected the 10th Board of Directors and Supervisors in AGM2015, the BOD re-elected
Unanimously Mr. Chou-Chye Huang as Chairman
Completed TSMC 28nm HPC + IP development and verification
The first release of the Corporate Social Responsibility Report (CSR Report) actively
implements corporate social responsibility to meet the international trends of balanced
environmental, social and corporate governance development, contribute to economic
development, and improve employees, their families, and the local community as a whole.
Social quality of life
Home Entertainment BU has set up a "Smart Computing Project"
Update Slogan to "Make difference". Simple and powerful, easy to understand, the larger
version of Make declares that you want to "do something" and create valuable differentiation
Passed ISO45001 and TOHSMS environmental safety and health management system
certification
5
III. Corporate Governance
3.1 Organization
3.1.1 Organization Chart
6
3.1.2 Major Corporate Functions
Department
Job Description
March 31st, 2020
Chairman Office
CEO Office
Internal Auditor
Home Entertainment Business Unit
Engaging the strategic alliances
(1)
(2) Planning and executing investment plans
(3) Arranging Board of Directors Meetings
(4)
Executing internal auditing plan as routine
Executing and managing the strategic alliances
The planning, promotion and implementation of the Company's integrity
management
Establishing company’s operational strategies, and goals
(1)
(2) Auditing and improving the operating performances
(3) Communicating with investors, public and media
(4)
(5) Managing strategic investments
(1)
(2) Auditing subsidiaries regularly
(3) Auditing special cases
(4) Re-certification auditing of self-examination
(5)
Establishing the internal control system
(1) Developing world-class audio and video solutions
(2) Managing sales channels and distributors and providing customer services
(3) Marketing and expanding business worldwide
(4) Conducting production, material control, International trading affairs
(5) Developing and handling quality assurance system
(6) Planning new products and engaging cutting-edge technologies
(7) Maintaining testing software and facility
(1)
Total Management, Plant Management, Procurement, Occupational safety,
Environmental Protection and Administrative Services
Administration Unit
Finance & Accounting Division
Legal & IP Department
Establishing corporate information service to upgrade the productivity
(2) Managing human resources and personnel
(3)
(4) Automating of business process to be more competitive
(5) Consulting for management to making business decisions
(1) Managing finance & accounting affairs
(2) Arranging annual shareholders’ meeting
(1) Coordinating the legal and IP affairs
(2) Controlling the project procedures and design documents
(3) Conserving company confidential documents
(4) Purchasing, maintaining librarianship
(5) Conducting contracts & IP management
7
3.2 Directors, and Management
3.2.1 Directors& Supervisors
Title
Name
Date
Elected
Initial Date
Elected
Term of
Office
Chairman & CEO
Chou-Chye Huang
2018.06.11
1990.07.09
3 years
Share holding
When Elected
Amount
92,737,817 15.67
%
Current
Shareholding
Amount
92,737,817 15.67
%
Spouse & Minor
Shareholding
Amount
1,370,993
Educational
Background
%
0.23 M.S., Electrical Engineering,
Director
Wen-Shiung Jan
2018.06.11
2009.04.30
3 years
0
0.00
0
0.00
0
0.00 MBA, International Business,
National Taiwan University,
Taiwan
National Tsing Hua
University, Taiwan
Director
Global View Co., Ltd.,
2018.06.11
1990.07.09
3 years
10,038,049
1.70
10,038,049
1.70
0
0.00 -
2018.06.11
1990.07.09
3 years
0
0.00
0
0.00
Director
Director
Wen-Ren Su (Global
View Co., Ltd.,
Representative of Legal
Entity)
Wei-Min Lin
Independent Director
Che-Ho Wei
2018.06.11
2009.04.30
3 years
2018.06.11
2009.04.30
3 years
0
0
0.00
0.00
0
0
0.00
0.00
0
0.00 B.S., Accounting, Chinese
Culture University
0
0
0.00 M.S., Accountancy, Jinan
University, China
0.00 Ph.D., Electronic Engineering,
University of Washington,
Seattle, USA
April 14th, 2020/Unit: shares
Positions Currently held in Other Companies (Note 2)
Note 1
Supervisor: Mildex Optical Inc., Hi-Yes Group., E-Pin Optical Inc.
Director: Ability Enterprise, Panjit, GenkiTek, OPALS
Independent Director: Ko Ja (Cayman), Biostar
Chairman: iCatch
Chairman: ECSC Inc.
Chairman: RADIANT INNOVATION INC.
Chairman: British Cayman Islands GLOBAL VIEW CO.,LTD
Director: NVTEK
Director & President: Global View,
Director: Beijing Global View,
Independent Director: Well Shin Technology Co., Ltd.
Supervisor: NVTEK
CPA Auditor of Wei-Min Lin Accounting Firm
Independent Director: Fu-Shin holding Cayman
Independent Director & Compensation Committee: Genesis
Photonics Inc.,
Director: Unizyx Holding Corporation, Arcadyan Technology, MXIC
Chairman : NIIEPA
NCTU, Department of Electronic Engineering, Adjunct Professor
Independent Director
Tse-Jen Huang
2018.06.11
2015.06.12
3 years
0
0.00
0
0.00
0
0.00 EMBA, National Taiwan
CPA and Head of Shengxin CO., CPAs
Independent Director
Yao-Ching Hsu
2018.06.11
2015.06.12
3 years
0
0.00
0
0.00
University of Science and
Independent Director & Compensation Committee: GenMont,
Technology
Sunfon
0
0.00 M.S., Laws, Cornell University,
USA
Charged lawyer of Yuan Qing Patent and Trademark Office
Supervisor: Xiyinlina Prevention Foundation
Note1:
Chairman: Generalplus, Russell Holdings Co., Ltd.,Venturplus Group Inc., Venturplus Mauritius Inc., Venturplus Cayman Inc., Shanghai Sunplus, Sunplus Technology (HK), Sunplus Venture Capital, Lin Shih Investment, Weiying Investment, Sunplus Management
Consulting, Generalplus International (SAMOA)Inc., Sunplus Innovation Technology, Sunplus mMobile, Generalplus (MAURITIUS) Inc., Generalplus (Shenzhen), , Sunplus Prof-tek, Sunmedia, Sunplus APP, Ytrip Technology , Magic Sky Limited, , Award Glory Ltd.,
Sunny Fancy Ltd., Giant Rock Inc., Giant Kingdom Ltd., Zhu Ming Teaching Foundation, Zhu Ming Academic Foundation, Jumplux, Chongqing Shuangxin Technology, NVTEK, GlintMed.
Chairman & President: Sunext, Sunplus mMedia, Beijing Sunplus-Ehue Tech Co., Ltd.
President: Worldplus Holdings L.L.C
Director: Pan Wen Yuan Foundation, Sinocon Industrial standards Foundation, SIPP Technology, Inc., iCatch, Global View Co., Ltd., Zhu Ming Foundation.
Note 2: The chairman of the company and the general manager or equivalent (the top manager) are the same person, are relatives of each other, such as spouse or one parent, should explain the reasons, rationality, necessity and corresponding measures (such as increasing the
number of independent directors and should (More than half of the directors have not served as employees or managers, etc.):
The chairman of the company also serves as the chief executive officer. To improve business efficiency and decision-making execution, the company has the following specific measures.
1. Of the seven members of the board of directors, except for the chairman, the remaining six directors are not part-time employees or managers.
2.
Independent directors can fully discuss and make recommendations for the board of directors in each functional committee to implement corporate governance.
8
3.2.2 Directors and Supervisors' Qualifications and Independence Analysis
April 14th, 2020
Numbers of other public
companies concurrently
serving as an independent
director
Criteria
Name (Note 1)
With over 5 years of working experience and
one of the following professional
requirements
Independent Status (Note 2)
With an
experience in
commerce,
law, finance,
accounting or
other
specialties
necessary to
the
Company’s
business
An instructor
of higher
position in a
department
of commerce,
law, finance,
accounting,
or other
departments
related to the
Company’s
business in a
public or
private
college or
university
A judge,
public
prosecutor,
attorney,
certified
public
accountant,
or other
professional
or technical
specialist who
has passed a
national
examination
and been
awarded a
certificate in
a profession
necessary for
the
Company’s
business
1 2 3 4 5 6 7 8 9 10 11 12
0
Chou-Chye
Huang
Wen-Shiung
Jan
Wen-Ren Su
(Global View
Co., Ltd.,
Representative
of Legal Entity)
Wei-Min Lin
Che-Ho Wei
Tse-Jen Huang
Yao-Ching Hsu
Note 1: The amount of columns depends on the actual circumstance.
Note 2: “” indicates the directors and supervisors meeting any of the following criteria during the term of office and two years before
2
1
1
0
2
1
being elected.
(1) Not an employee of the company or its affiliates.
(2) Not a director or supervisor of the company or its affiliates. (However, if the independent directors established by the
company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law
or local national laws and regulations are concurrently held by each other, it is not limited.)
(3) Not the shareholder (with its relatives or under others’ names) who holds more than 1% shareholding of the total issued
shares or ranked as the Top 10 shareholders.
(4) Not a manager listed in (1) or a spouse, relative within the second parent, or direct blood relative within the third parent, etc.
(5) Directors who do not directly hold more than 5% of the total issued shares of the company, the top five shareholders, or a
legal person shareholder who appoints a representative as a company director or supervisor according to Article 27,
paragraph 1 or 2, of the company law, Supervisor or Employee (However, if the independent directors established by the
company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law
or local national laws and regulations are concurrently held by each other, it is not limited to this).
(6) More than half of the shares that are not on the board of directors of the company or have voting rights are the directors,
supervisors or employees of other companies controlled by the same person (but if it is a company or its parent company,
subsidiary or a child of the same parent company) (The independent directors established by the company in accordance with
9
this law or local national laws shall not be limited to this).
(7) Directors (directors), supervisors (supervisors) or employees (but in the case of the company and its parent company) of other
companies or organizations that are not the same person or spouse with the company ’s chairman, general manager or
equivalent. Independent directors set up by a subsidiary company or a subsidiary of the same parent company in accordance
with this law or local national laws shall not be limited to this).
(8) Directors (directors), supervisors (supervisors), managers or shareholders holding more than 5% of shares in specific
companies or institutions that do not have financial or business dealings with the company (but specific companies or
institutions that hold issued shares in the company) If the total number is more than 20% but not more than 50%, and the
independent directors established by the company and its parent company, subsidiary company or subsidiary of the same
parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is
not limited to this).
(9) Professionals, sole proprietorships, partnerships, companies or institutions that do not provide audits for companies or related
companies or have business, legal, financial, accounting and other related services whose cumulative amount of
remuneration in recent two years has not exceeded NT $ 500,000 Business owners, partners, directors (directors), supervisors
(supervisors), managers and their spouses. However, members of the Remuneration and Compensation Committee, Public
Takeover Review Committee, or M & A Special Committee that perform their duties in accordance with the relevant laws
and regulations of the Securities Exchange Act or the Corporate M & A Act are not limited.
(10) There is no kinship relationship with other directors within the scope of spouse or second parent.
(11) There is no one of the circumstances in Article 30 of the Company Law.
(12) There is no Article 27 of the Company Law which stipulates that the government, legal person or its representative shall be
elected.
10
3.2.3 Major Shareholders of Sunplus’ Shareholders as Legal Entities
a) Global View’s Top 10 Shareholders
Shareholder
Sunplus Technology
HSBC as trustee for Bank of Singapore
Jhih-Yuan Chou
Kai Tian Investment Co., Ltd
Citi bank as trustee for First Securities (HK)
China Trust Commercial Bank is entrusted to keep the investment account of Baofu
Investment Consultant (Hong Kong) Co., Ltd. - Customer Account
Meng-Huei Lin
Shuhui Chen
Yunlong Huang
Yi Jiang Nan Co., Ltd.
b) Remark if the above Major Shareholders as Legal Entities:
Shareholder
HSBC as trustee for Bank of Singapore
Kai Tian Investment Co., Ltd
Citi bank as trustee for First Securities
(HK)
China Trust Commercial Bank is
entrusted to keep the investment account
of Baofu Investment Consultant (Hong
Kong) Co., Ltd. - Customer Account
Yi Jiang Nan Co., Ltd.
Major Shareholders
Not Applicable
Bing Huang Shi
Yi Ye Wu
Not Applicable
Not Applicable
Jiaxi Huang
Jiaqi Huang
April 14th, 2020
Holding
13.06%
9.20%
5.61%
5.07%
3.31%
2.58%
2.47%
2.47%
2.09%
2.04%
Holding
-
50%
50%
-
-
27%
26%
11
3.2.4 Management Team
Title
Country of
Citizenship
Name
Gender
Effective Date
Current
Shareholding
Spouse’s & Minor’s
Shareholding
Use the Name of
Others to Hold
Shares
Amount
%
Amount
%
Amount
%
Educational Background
Positions Currently
held in Other
Companies (Note 5)
Chairman
& CEO
Vice
President
Assistant
VP
Assistant
VP
Assistant
VP
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Chou-Chye
Huang
Wayne Shen
Alex Chang
Jason Lin
Michael Su
male
male
male
male
male
1990.07.09
92,737,817
15.67
1,370,993
0.23 0
2005.12.01
969,558
0.16
0
0.00 0
0.00 M.S., Electrical Engineering, National
Tsing Hua University, Taiwan
0.00 EMBA, Technology Management,
Note:1
Note:2
National Chiao-Tung University,
Taiwan
2013.07.01
0
0.00
0
0.00 0
0.00 Master, Industrial Engineering,
Note:3
National Chiao-Tung University,
Taiwan
2013.11.01
146,111
0.02
8,637
0.00 0
0.00 Master, Industrial Engineering,
Note:4
2018.03.15
0
0.00 0
National Chiao-Tung University,
Taiwan
0.00 Master of Electrical Engineering,
University of Southern California,
USA
-
April 12th, 2019/Unit: shares
With Spouse or Two Parents
Relationship Manager
Remarks
Note:6
Job Title
Name
Relationship
-
-
-
-
-
-
-
-
-
-
-
-
Shu-Chen
Cheng
Republic of
China
Director of
Finance &
Accounting
Division
Note 1
Chairman: Generalplus, Russell Holdings Co., Ltd.,Venturplus Group Inc., Venturplus Mauritius Inc., Venturplus Cayman Inc., Shanghai Sunplus, Sunplus Technology (HK), Sunplus Venture Capital, Lin Shih Investment, Weiying Investment, Sunplus Management
Consulting, Generalplus International (SAMOA)Inc., Sunplus Innovation Technology, Sunplus mMobile, Generalplus (MAURITIUS) Inc., Generalplus (Shenzhen), , Sunplus Prof-tek, Sunmedia, Sunplus APP, Ytrip Technology , Magic Sky Limited, , Award Glory Ltd.,
Sunny Fancy Ltd., Giant Rock Inc., Giant Kingdom Ltd., Zhu Ming Teaching Foundation, Zhu Ming Academic Foundation, Jumplux, Chongqing Shuangxin Technology, GenkiTek, GlintMed Innovation.
0.00 Bachelor, Accounting, Tunghai
University, Taiwan
2013.03.01
Note:5
0.00 0
36,067
female
0.01
0
-
-
-
Chairman & President: Sunext, Sunplus mMedia, Beijing Sunplus-Ehue Tech Co., Ltd.
Director: Pan Wen Yuan Foundation, Sinocon Industrial standards Foundation, SIPP Technology, Inc., iCatch, Global View Co., Ltd., Zhu Ming Foundation.
President: Worldplus Holdings L.L.C
Note 2
Director: Sunplus mMobile, Sunplus Innovation Technology, Beijing Sunplus-Ehue Tech Co., Ltd., Sunplus mMedia,
Supervisor: Jumplux, Sunext.
Note 3
AVP: iCatch, Sunext, Jumplux, , Shanghai Sunplus, Chongqing Shuangxin Technology.
Director: Rudong Core Electronic Technology.
Note 4
Director: Advanced Vehicle Systems Co., Ltd. AutoSys Co., Ltd.
Note 5
Manager: Sunext, Jumplux.
Supervisor: Rudong Core Electronic Technology.
Director: GenkiTek.
Note 6
When the general manager or equivalent (the top manager) and the chairman are the same person, are relatives such as spouse or one parent, they should disclose the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent
directors More than half of the directors have not served as employees or managers, etc.) related information:
The chairman of the company also serves as the chief executive officer. To improve operational efficiency and decision-making execution, the company currently has the following specific measures:
1. Among the seven members of the board of directors, except for the chairman, the remaining six directors are not part-time employees or managers.
2. Independent directors can fully discuss and make recommendations for the board of directors in each functional committee to implement corporate governance.
12
3.2.5 Remuneration to Directors, Presidents, and Vice Presidents
a) Remuneration to Directors
Title
Name
(Note 1)
Remuneration to Directors
Remuneration to Directors who hold a Concurrent Post in the Company
Salary (A)
(Note 2)
Pension
(B)
Bonus from Profit
Distribution (C)
(Note 3)
Allowance (D)
(Note 4)
(A)+(B)+(C)+
(D) %of Net
Income
(Note 10)
Salary, Bonus, etc.
(E)
(Note 5)
Pension (F)
Employee Bonus from Profit Distribution (G)
(Note 6)
(A)+(B)+(C)+(
D)
+(E)+(F)+(G)
% of Net
Income
(Note 10)
S
u
n
p
l
u
s
S
u
n
p
l
u
s
C
o
n
s
o
l
i
d
a
t
e
d
S
u
b
s
i
d
i
a
r
i
e
s
(
N
o
t
e
7
)
S
u
n
p
l
u
s
C
o
n
s
o
l
i
d
a
t
e
d
S
u
b
s
i
d
i
a
r
i
e
s
(
N
o
t
e
7
)
C
o
n
s
o
l
i
d
a
t
e
d
S
u
b
s
i
d
i
a
r
i
e
s
(
N
o
t
e
7
)
S
u
n
p
l
u
s
C
o
n
s
o
l
i
d
a
t
e
d
S
u
b
s
i
d
i
a
r
i
e
s
(
N
o
t
e
7
)
Sun
plu
s
Cons
olidat
ed
Subsi
diarie
s
(Note
7)
Sunplus Consolid
Sunplus
ated
Subsidia
ries
(Note 7)
Sunplus
Consolida
ted
Subsidiari
es (Note 7)
Consolidated
Subsidiaries
(Note 7)
S
u
n
p
l
u
s
S
u
b
s
i
d
i
a
r
i
e
s
C
o
n
s
o
l
i
d
a
t
e
d
Cash
Bonus
Stock
Bonus
Cash
Bonus
Stock
Bonus
Receive
remuneratio
n from
non-subsidia
ry
reinvestment
business or
parent
company
(Note 11)
Units: NT$, shares
Chairman
Director
Director
Chou-Chye Huang
Wen-Shiung Jan
Global View
Wen-Ren Su
Representative of Legal
Entity
Wei-Min Lin
Che-Ho Wei
Tse-Jen Huang
Yao-Ching Hsu
-
-
-
-
868,000
924,000
5.67
6.04
5,625,126
5,625,126
91,848
91,848
-
-
-
-
43.01
43.38
4,242,507
Director
Independent Director
Independent Director
Independent Director
1. Please state the policy, system, standards and structure of independent directors' remuneration payment, and describe the relevance to the amount of remuneration according to the responsibilities, risks, time invested, etc.
According to one of Article 18 of the company's articles of association, "when the directors of the company perform the duties of the company, the company may pay remuneration regardless of the company's business profits and losses. The remuneration is authorized by the
board of directors to negotiate with the industry's usual level. Remuneration is distributed in accordance with the provisions of Article 29 of this Constitution. "
To measure the company's current operating scale and to consider the company's current operating conditions, the company's policies and regulations for the payment of independent directors' remuneration have a positive relationship with operating performance and future risks
assumed. The payment of the sole director's remuneration shall be reported to the board of directors for resolution after the approval of the remuneration committee.
2. In addition to the disclosures in the above table, the directors of the company in the most recent year have received remuneration for providing services to all companies in the financial report (such as serving as consultants for non-employees): none.
1,314,000
1,314,000
8.58
8.58
8.58
8.58
-
-
-
-
-
-
-
-
-
Remuneration to Directors
Under NT$1,000,000
NT$1,000,000~NT$2,000,000 (Not included)
NT$2,000,000~NT$3,500,000 (Not included)
NT$3,500,000~NT$5,000,000 (Not included)
NT$5,000,000~NT$10,000,000 (Not included)
NT$10,000,000~NT$15,000,000 (Not included)
NT$15,000,000~NT$30,000,000 (Not included)
NT$30,000,000~NT$50,000,000 (Not included)
NT$50,000,000~NT$100,000,000 (Not included)
More than 100,000,000
Total
Remuneration Class
Names of Directors
The total amount of the first four remuneration (A)+(B)+(C)+(D)
Sunplus (Note 8)
Chou-Chye Huang, Wen-Shiung Jan, Global View,
Wen-Ren Su, Wei-Min Lin, Che-Ho Wei, Tse-Jen
Huang, Yao-Ching Hsu
Consolidated Subsidiaries (Note 9) H
Chou-Chye Huang, Wen-Shiung Jan, Global View,
Wen-Ren Su, Wei-Min Lin, Che-Ho Wei, Tse-Jen
Huang, Yao-Ching Hsu
The total amount of the first seven remuneration (A)+(B)+(C)+(D)+(E)+(F)+(G)
Sunplus (Note 8)
Wen-Shiung Jan, Global View, Wen-Ren Su, Wei-Min
Lin, Che-Ho Wei, Tse-Jen Huang, Yao-Ching Hsu
All companies in the financial report (I) (Note 9)
Global View, Wei-Min Lin, Che-Ho Wei, Tse-Jen
Huang, Yao-Ching Hsu
Chou-Chye Huang
Wen-Ren Su
Wen-Shiung Jan
Chou-Chye Huang
8
8
8
8
Note 1: The names of directors should be listed separately (legal shareholders should separately list the names and representatives of legal shareholders), and the general directors and independent directors should be listed separately, and the amount of each payment should be disclosed in a summary manner.
If the director also serves as the general manager or deputy general manager, this table and the following table (3-1), or the following tables (3-2-1) and (3-2-2).
Note 2: It indicates the remuneration to directors (including salary, allowance, pension, bonus, rewards, and etc.) in the most recent fiscal year.
Note 3: It indicates the remuneration to directors from profit distribution in the most recent fiscal year according to the proposal submitted by BOD to shareholders’ meeting for approval.
13
Note 4: It indicates the expenses generated from directors’ business (including transportation fees, social activity fees, allowances, dormitories, company cars, and etc.) in the most recent fiscal year. If the Company provides a house, car/other transportation, or other allowances to directors, the relevant
payments, calculated at actual cost or fair value, shall be disclosed. The remuneration paid to the company drivers shall be disclosed but not included in the remuneration to directors.
Note 5: It indicates the salaries, allowances, pensions, severance pay, bonuses, rewards, transportation fees, social activity fees, dormitories, cars, and etc., to directors who hold concurrently posts in the Company (including presidents, vice presidents, managers, or other employees). If the Company
provides a house, car/other transportation, or other allowances to directors, the relevant payments, calculated at actual cost or fair value, shall be disclosed. The remuneration paid to the company drivers shall be disclosed but not included in the remuneration to directors.
And the salary fee recognized by IFRS 2 "Share Fundamental Contribution", including obtaining employee stock vouchers, restrictions on employee rights of new shares and participation in cash replenishment of shares and so on, should also be included in the remuneration.
The company's Chairman Huang and the chief executive officer are equipped with official car, and are provided with drivers to pay the relevant remuneration of NT$462,000.
Note 6: It indicates the employee bonuses (including cash and stock) paid to directors who hold concurrently posts in the Company (including presidents, vice presidents, managers, or other employees). The amount of employee bonus according to the proposal of profit distribution submitted by BOD to
shareholders’ meeting for approval in the most recent fiscal year shall be disclosed. If there is no such proposal yet, the stock bonus may be calculated according to the stock bonus last year.
Note 7: The total amount remuneration paid to the Company’s directors by all the companies in the consolidated financial statements (including Sunplus) shall be disclosed.
Note 8: It indicates the numbers of directors classified by the amount of their remuneration paid by Sunplus. The amount of remuneration paid to juridical-person shareholders shall be distributed equally to each representative, and then they shall also be classified according to the amount. If the
Company is willing to disclose the names of directors in each classification, the title of column shall be changed to “Names of Directors”.
Note 9: It indicates the numbers of directors classified by the amount of their remuneration paid by all the companies in the consolidated financial statements (including Sunplus). If the Company is willing to disclose the names of directors in each classification, the title of column shall be changed to
“Names of Directors”.
Note 10: Net profit after tax refers to net profit after tax in the most recent individual or individual financial report.
Note 11: a. This column should clearly list the amount of remuneration received by the company's directors from reinvested businesses other than subsidiaries or the parent company (if not, please fill in "none").
b. If the directors of the company receive remuneration from a subsidiary's reinvestment business or parent company, the remuneration received by the company's directors from a subsidiary's reinvestment business or parent company shall be included in column I of the remuneration scale and The
field name is changed to "Parent company and all reinvestment businesses".
c. Remuneration refers to the remuneration, remuneration (including remuneration of employees, directors and supervisors) and business execution fees received by the directors of the company as directors, supervisors or managers of non-subsidiary investment companies or parent companies.
※The remuneration disclosed here shall not be applied for taxation purpose because those are calculated on a different basis.
b) Remuneration to Management Team
Title
Name
(Note 1)
Salary (A)
(Note 2)
Pension (B)
Reward, Allowance, etc.
(C)
(Note 3)
Sunplus
Consolidated
Subsidiaries
(Note 5)
Sunplus
Consolidated
Subsidiaries
(Note 5)
Sunplus
Consolidated
Subsidiaries
(Note 5)
Bonus from Profit Distribution (D)
(Note 4)
Sunplus
Consolidated Subsidiaries
(Note 5)
Cash
Bonus
Stock Bonus
Cash
Bonus
Stock Bonus
(A)+(B)+(C) +(D)
% on Net Income
(Note 8)
Sunplus
Consolidated
Subsidiaries
(Note 5)
Unit: NT$, shares
Receive remuneration from
non-subsidiary reinvestment
business or parent company
(Note 9)
CEO
VP
* Regardless of title, where the job is equivalent to the general manager, deputy general manager (such as: president, chief executive, director ... etc.), should be exposed.
Chou-Chye Huang
Wayne Shen
8,030,554
8,030,554
1,488,772
1,488,772
268,608
268,608
0
0
0
0
63.93
63.93
25,000
Remuneration to Management
Sunplus
(Note 6)
All companies in the financial report (E)
(Note 7)
Names of Presidents and Vice Presidents
Under NT$1,000,000
NT$1,000,000~NT$2,000,000
NT$2,000,000~NT$3,500,000
NT$3,500,000~NT$5,000,000
NT$5,000,000~NT$10,000,000
NT$10,000,000~NT$15,000,000
NT$15,000,000~NT$30,000,000
NT$30,000,000~NT$50,000,000
NT$50,000,000~NT$100,000,000
More than NT$100,000,000
Total
Note 1: Names of presidents and vice presidents shall be disclosed separately, and the remuneration shall be disclosed in total amount. If the director concurrently serves as the general manager or deputy general manager, this table and the above table (1-1), or (1-2-1) and (1-2-2).
Note 2: It indicates the remuneration to presidents and vice presidents, including salary, allowance, pension, and severance pay) in the most recent fiscal year.
Note 3: It indicates the bonuses, rewards, transportation fees, social activity fees, dormitories, cars, and etc., to presidents and vice presidents. If the Company provides a house, car/other transportation, or other allowances to presidents and vice presidents, the relevant payments, calculated at actual cost
or fair value, shall be disclosed. The remuneration paid to the company drivers shall be disclosed but not included in the remuneration to directors. And the salary fee recognized by IFRS 2 "Share Fundamental Contribution", including obtaining employee stock vouchers, restrictions on
employee rights of new shares and participation in cash replenishment of shares and so on, should also be included in the remuneration.
Wayne Shen
Chou-Chye Huang
Wayne Shen
Chou-Chye Huang
2
2
Note 4: It is to fill in the amount of employee compensation (including stocks and cash) approved by the board of directors for the distribution of the general manager and deputy general manager in the most recent year. And should also fill in table 1-3.
Note 5: The total amount remuneration paid to the Company’s presidents and vice presidents by all the companies in the consolidated financial statements (including Sunplus) shall be disclosed.
Note 6: It indicates the numbers of presidents and vice presidents classified by the amount of their remuneration paid by Sunplus. If the Company is willing to disclose the names of presidents and vice presidents in each classification, the title of column shall be changed to “Names of Presidents and
Vice Presidents”.
Note 7: It indicates the numbers of presidents and vice presidents classified by the amount of their remuneration paid by all the companies in the consolidated financial statements (including Sunplus). If the Company is willing to disclose the names of presidents and vice presidents in each classification,
14
the title of column shall be changed to “Names of Presidents and Vice Presidents”.
Note 8: Net profit after tax refers to net profit after tax in the most recent individual or individual financial report.
Note 9: a. This column should clearly list the amount of remuneration received by the general manager and deputy general manager of the company from the investment company outside the subsidiary or the parent company (if not, please fill in "none").
b. If the general manager and deputy general manager of the company receive relevant remuneration from a subsidiary's out-of-investment business or parent company, the remuneration received by the general manager and deputy general manager of the company's out-of-subsidiary investment
business or parent company shall be incorporated into Remuneration level from column E of the table and change the name of the column to "Parent company and all reinvested businesses".
c. Remuneration refers to the remuneration, remuneration (including employees, directors and supervisors) and business execution received by the general manager and deputy general manager of the company as directors, supervisors or managers of non-subsidiary companies or parent companies
Fees and related remuneration.
※The remuneration disclosed here shall not be applied for taxation purpose because those are calculated on a different basis.
15
c) Employee Bonus Granted to Management Team April 14th, 2020
Title
Name
Shares Bonus Cash Bonus
Sum up
% on Net
Income
Chairman & CEO Chou-Chye
Huang
Wayne Shen
Jason Lin
Alex Chang
Michael Su
Shu-Chen Cheng
Vice President
Assistant VP
Assistant VP
Assistant VP
Director of
Finance &
Accounting
Division
-
-
-
-
3.2.6 Analysis for remuneration paid by all the companies in the consolidated financial
statements (including Sunplus) to directors, presidents and vice presidents as % net
income in the most recent two years. Also, the relevant policy, standards and
procedures, and the relation between remuneration and performance shall be stated.
1. Analysis for remuneration paid as % net income
Remuneration
Director
Supervisor
Management
2017
2018
Amount
% of Net
income(Loss)
Amount
% of Net income
(Loss)
12,296,000
218.93%
12,235,000
79.92%
2. The remuneration is fair compared to peers and the compensations are based on the operation
performance of company and individuals.
16
3.3 Corporate Governance Implementation
3.3.1 BOD Meeting Status
8 meetings were held in 2019 (8 meetings by 11th BOD) (A), and the attendance of directors is as follow:
Title
Name (Note 1)
Attendance in
Person (B)
By Proxy
Attendance
Rate B/A (%)
(Note 2)
Remarks
Chairman
Director
Director
Chou-Chye Huang
Wen-Shiung Jan
Representative of Legal Entity ,
Global View
Wen-Ren Su
Wei-Min Lin
8
6
8
0
2
0
100
75
100
7
1
8
Che-Ho Wei
Tse-Jen Huang
Director
Independent
Director
Independent
Director
Independent
Director
Other information required to be disclosed:
1.The operation of the board if one of the following circumstances, should specify the date of the board,
period, the contents of the motion, the opinions of all independent directors and the handling of opinions of
independent directors:
(1)matters listed in Article 14-3 of the Securities Exchange Act
Yao-Ching Hsu
87.5
100
100
100
0
8
0
0
8
Board of
Directors
The contents of the motion and
follow-up
Article 14-3 of
the Securities
Exchange Act
Independence
or objection
The Sixth
Board of
Directors of
the Eleventh
Session
108.01.22
The Seventh
Session of the
Eleventh
Board of
Directors
108.03.20
1. The company's "Disposal
Procedures for Obtaining or Disposing
of Assets" revision discussion.
Opinion of independent directors：None.
v
None
The Company's handling of the opinions of independent directors：None.
Resolution results: After the chairman asked all the attendees to pass the
case without objection.
1. The company's "Endorsement
Guarantee Operation Procedure"
revision discussion.
2. The company's "Disbursement of
Funds and Others' Operation
Methods" revised discussion
proposal.
Opinion of independent directors：None.
v
Note
The Company's handling of the opinions of independent directors：None.
Resolution results: After the chairman asked all the attendees to pass the
case without objection.
1. The discussion of directors'
remuneration distribution in 2018.
Opinion of independent directors：None.
None
v
The Tenth
Board of
Directors of
the Eleventh
Session
108.08.13
The Company's handling of the opinions of independent directors：None.
Resolution results:
(1) On the instruction of the chairman, Wei Zhe and the independent
director shall act as the acting chairman. In addition to avoiding the
general directors who did not participate in the discussion and voting
according to law, the acting chairman shall consult all the independent
directors present and pass the proposal on the remuneration of the
general director without objection.
17
(2) In addition to evading independent directors who did not participate in
the discussion and voting according to law, the chairman consulted all
the general directors present, and passed the proposal of the
independent directors without objection.
1. The discussion on the revision of the
company's management measures.
Opinion of independent directors：None.
v
None
The Company's handling of the opinions of independent directors：None.
Resolution results: After the chairman asked all the attendees to pass the
case without objection.
1. 2020 accountant appointment and
independence assessment discussion.
Opinion of independent directors：None.
v
None
The Company's handling of the opinions of independent directors：None.
Resolution results: After the chairman asked all the attendees to pass the
case without objection.
The eleventh
board of
directors of the
eleventh
session
108.11.13
The 13th
Board of
Directors of
the 11th
Session
108.12.25
(2) Except for the foregoing, other board of directors who oppose or retain opinions and have a record
or written statement by an independent director: None.
2. The implementation of the directors ’avoidance of the proposal of interest shall state the name of the
director, the content of the proposal, the reason for the avoidance of interests and the situation of
participation in voting—
A. On August 13, 2008, the board of directors discussed the "Discussion on the Distribution of Directors'
Remuneration in 2007":
1. On the instruction of the chairman, Wei Zhe and the independent director shall act as the acting
chairman. In addition to avoiding the general directors who did not participate in the discussion and voting
according to law, the acting chairman consulted all the independent directors present and passed the
proposal of the general director's remuneration without objection.
2. In addition to evading independent directors who did not participate in the discussion and voting
according to law, the general directors who were consulted by the chairman in consultation with all the
directors passed the proposal without objection on the remuneration of independent directors.
3. The listed OTC company should disclose information such as the evaluation cycle and period,
evaluation scope, method, and evaluation content of the board ’s self (or peer) evaluation—
The company has passed the resolution of the board of directors on March 30, 109 to formulate the "board
performance evaluation method", the relevant content of the method is as follows:
Evaluation
cycle
During
evaluation
Assessmen
t scope
The board of
directors of
the company
shall perform
the internal
board
performance
evaluation in
accordance
with the
evaluation
procedures
and
evaluation
indicators of
these
measures
every year.
Completed
before the
end of the
first quarter
of the
following
year.
Performance
evaluation of
the overall
board of
directors,
individual
board
members
and
functional
committees.
Evaluation
method
Including
internal
self-evaluation
of the board of
directors,
self-evaluation
of board
members,
peer
evaluation,
appointment
of external
professional
institutions,
experts or
other
appropriate
methods for
performance
18
Evaluation content
The company should consider the
company's situation and needs to determine
the measurement items for board
performance evaluation, and should include
at least the following five aspects:
1. The level of participation in the company's
operations.
Second, improve the quality of board
decision-making.
3. The composition and structure of the
board of directors.
4. Selection and continuous training of
directors.
5. Internal control.
Directors (self or peers) performance
evaluation measures should include at least
the following six aspects:
1. Master the company's goals and tasks.
2. Cognition of directors' responsibilities.
evaluation.
3. The level of participation in the company's
operations.
4. Internal relationship management and
communication.
5. Professional and continuous education of
directors.
6. Internal control.
The measurement items of the performance
evaluation of the functional committee
should include at least the following five
aspects:
1. The level of participation in the company's
operations.
2. Cognition of functional committee
responsibilities.
3. Improve the quality of functional
committee decision-making.
4. Composition of functional committees and
selection of members.
5. Internal control.
The indicators for the performance
evaluation of the board of directors and
functional committees should be based on
the company's operations and needs to
determine the content that is suitable for the
company's performance evaluation, and the
remuneration committee should periodically
review and make recommendations.
The scoring standard is revised and
adjusted according to the company's needs,
and it can also be scored according to the
weighting method of each measurement.
4. The objectives of strengthening the functions of the board of directors in the current year and the most
recent year (for example, the establishment of an audit committee, the enhancement of information
transparency, etc.) and the assessment of implementation status
The company has set up functional committees such as auditing and remuneration to review relevant
proposals in accordance with its powers and submit them to the board of directors for resolution to improve
its supervisory functions and strengthen management functions. Board members continue to participate in
refresher courses related to corporate governance topics, enrich new knowledge and enhance
communication to continuously enhance board functions.
Note 1: The name of a legal entity shareholder and its representative shall be disclosed.
Note 2: (a) If a director or supervisor being relieved of office before year end, it shall be notified as a remark. The actual rate of
attendance shall be calculated according to the meetings held when he/she is at the post.
(b) If there is a re-election before year-end, the new directors and supervisors along with the original ones shall be
disclosed, and the date of directors and supervisors being elected shall be stated. The actual rate of attendance shall be
calculated according to the meetings held when they are at posts.
3.3.2 Audit Committee
The second session of the Audit Committee met for 8 times in 2019 (A), Independent directors are
present as follows:
Title
Name
Independent
director
Independent
director
Independent
director
Che-Ho Wei
Tse-Jen Huang
Yao-Ching Hsu
Attendance in
Person (B)
By Proxy
Attendance
Rate B/A (%)
(Note)
Remarks
8
8
8
19
0
0
0
100.00
100.00
100.00
Other information required to be disclosed:
1.The operation of the Audit Committee is one of the following circumstances, should specify the date of the board,
period, the contents of the motion, the results of the resolutions of the Audit Committee and the handling of the
opinions of the Audit Committee.
(1) The matters listed in Article 14.5 of the Securities Exchange Act.
(2) Except for the foregoing, other unapproved by the Audit Committee, and more than two-thirds of all directors
agreed to the matter.
The Audit
Committee
The contents of the motion and follow-up
The matters
listed in Article
14.5 of the
Securities
Exchange Act
unapproved by the
Audit Committee,
and more than
two-thirds of all
directors agreed to
the matter
The 5th Audit
Committee of the
2nd Session
108.01.22
1. The Company's "Procedure for
Obtaining or Disposing of Assets"
revision discussion.
v
None
Audit committee resolution results: All members of the Audit Committee
agreed to adopt.
The Company's handling of the opinions of the Audit Committee：
All attendees agree to pass.
1. 2018 the report on the results of the
internal control self-assessment report
and the statement of the internal control
system.
None
v
The 6th Audit
Committee of the
2nd Session
108.03.20
2. Discussion on the revision of the
company's "Endorsement Guarantee
Procedure"
3. The Company's "Discussion on the
Operation of Fund Loan and Others"
Discussion.
4. Report on the status of budget
implementation in the fourth quarter of
2018 and discussion of the 2018 financial
statements.
5. The discussion of consolidated
financial statements in 2018.
v
v
V
v
None
None
None
None
Audit committee resolution results: All members of the Audit Committee
agreed to adopt.
The Company's handling of the opinions of the Audit Committee：
All attendees agree to pass.
1. Discussion on the revision of the
company's management measures.
v
None
Audit committee resolution results: All members of the Audit Committee
agreed to adopt.
The Company's handling of the opinions of the Audit Committee：
All attendees agree to pass.
1. 2020 Accountant Appointment and
Independence Assessment Discussion.
v
None
Audit committee resolution results: All members of the Audit Committee
agreed to adopt.
The Company's handling of the opinions of the Audit Committee：
20
The 10th Audit
Committee of the
Second Session
108.11.12
The Second
Session of the
Twelfth Audit
Committee
108.12.25
All attendees agree to pass.
2. If there is any avoidance of motions in conflict of interest by Independent Director, the Independent Directors’
names, contents of motions, causes for avoidance and voting should be specified: None.
3. The communication between the independent director and the internal audit manager and the accountant (should
include the company's financial, business conditions to communicate matters, methods and results):
(1) The accountants of the Company made an assessment of the year 2019 on March 20, 2019, May 13, 2019, August
13, 2019, and November 12, 2019. Fourth quarter and the first to third quarters of 2019, the results of the combined
financial report review or review will be communicated.
(2) The internal audit supervisors of the Company regularly report with the independent directors on the
implementation of the internal audit plan and the implementation of the tracking report, for the implementation of
the audit business and the results are fully communicated.
(3) The independent directors of the Company may at any time require the visa accountants to examine the financial
statements (including the consolidated financial statements) and other relevant laws and regulations, report and
communicate to independent directors.
Note:
*If an independent director resigns before the end of the year, the resignation date should be indicated in the remarks
column. The actual attendance rate (%) is calculated based on the number of audit committee meetings and the actual
number of attendances during his tenure.
* Before the end of the year, if an independent director is reelected, the new and old independent directors should be
filled in, and the remarks column indicates that the independent director is old, new or re-elected and the date of
re-election. The actual attendance rate (%) is calculated based on the number of audit committee meetings during his
tenure and his actual number of attendance.
21
3.3.3 Corporate Governance Implementation as Required by Taiwan Financial Supervisory Commission
Item
1. Formulation of its own corporate governance principles
2. Shareholding Structure and Shareholders’ Rights
1) The way handling shareholders’ suggestions or
disputes
Y
V
V
N
Summary
Implementation Status (Note 1)
Sunplus and its subsidiaries Generalplus for the establishment of a good corporate governance system, participate in the "Code of Practice for
Corporate Governance of Listed OTC", the Company's Code of Corporate Governance Practices, and has been disclosed at the Public Information
Observatory and the company's website.
The rest of the subsidiaries has not formulated the related principles, however all of our rules and procedures are based on laws and regulations
stipulated by authorities in charge.
Difference to “Corporate
Governance Best Practice
Principles for TWSE/GTSM
Listed Companies”
No major Difference
(1) Sunplus and its subsidiaries Generalplus, Sunext and Sunplus Innovation Commission by the stock agency on behalf of the relevant business,
and according to the law to establish a complete spokesman system. The Company and Generalplus and set up Investor Relations Responsible
Personnel responsible for handling shareholder recommendations and disputes related matters.
Unlisted Subsidiaries are responsible for handling shareholders' opinions, doubts and disputes.
No major Difference
2) The Company’s possession of major shareholders list
V
(2) The Company and its subsidiaries Generalplus, and Sunplus Innovation through the shares of the agency, master and understand the structure
No major Difference
and the list of ultimate owners of these major
shareholders
of major shareholders, and regularly declare the directors and managers of equity changes, to master the ultimate controlling shareholder of the
major shareholders and major shareholders. Other subsidiaries shares regularly view the register of members at the end of each month, to
master the ultimate controlling shareholder of the major shareholders and major shareholders.
3) Risk management mechanism and fire wall between
V
(3) The Company and Sunplus Innovation have a " Relational transaction processing", Generalplus has a "Group Business and Related
No major Difference
the Company and its affiliates
4) Disclosure agreement to prohibit that those insiders
V
may not take advantage of undisclosed information of
which they have learned to engage in insider trading.
3. Composition and Responsibilities of the BOD
1) Board diversity policy
V
2) Other Functional Committees than Audit committee and
Compensation Committee
3) Whether the company has formulated the board
performance evaluation method and its evaluation
method, and conducts performance evaluation
annually and regularly, and reports the results of the
performance evaluation to the board of directors, and
applies it to individual directors ’salary and
nomination renewal.
4) Regular evaluation of external auditors’ independency
V
Transactions", the remaining subsidiaries also have various management methods, for the relationship between the business transactions are
clearly defined, to achieve risk control and firewall mechanisms.
(4) The Company and its subsidiaries, Generalplus have formulated the "Internal Significant Information Disclosure and Prevention of Insider
Trading Management Procedures" and "Integrity Management Procedures and Behavior Guide”, and told the company insiders to strictly
follow, it is forbidden for insiders to use the unlisted information on the market to buy and sell securities.
Other subsidiaries advertise relevant laws and regulations to insiders from time to time.
No major Difference
(1)
A. Article 20 of the Company's Code of Practice on Corporate Governance (the ability of the board of directors as a whole) has clearly defined the
composition of the board of directors. In addition to being a director of a company manager, it is not appropriate to exceed one-third of the
board of directors. Operational, operational and development needs to develop an appropriate diversification approach. The nomination and
selection of the board of directors of the Company follows the requirements of the Articles of Association and adopts the nomination system
for candidates. In addition to assessing the eligibility of each candidate's academic experience, it also complies with the "Director's Election
Method" and the "Code of Corporate Governance" to ensure the directors. Diversity and independence of members.
V
V
No major Difference
No major Difference
No major Difference
No major Difference
B. The current board of directors of the company has seven seats:
(1) General directors: He holds a master's degree from the Institute of Electrical Engineering of Tsinghua University, a master's degree from
the Institute of International Enterprise Management of the Taiwan University, a bachelor's degree in accounting from the Cultural University,
and a Ph.D. in economics and taxation from Jinan University.
(2) Independent directors: composed of members such as Dr. Motor of the University of Washington in Seattle, EMBA of the Institute of
Finance and Finance of the Taiwan University of Science and Technology, and Master of Laws of Cornell University.
(3) Those who are longer than leaders, operational judgment, management, crisis management, and have industrial knowledge and
international market views include Huang Zhoujie, Zhan Wenxiong, and Shu Weiren; those who served as the chairman of the National
Science Council are Wei Zhehe; those who are longer than financial accounting tax have Huang Zeren And Lin Weimin; who is longer than
legal affairs, Xu Zhaoqing.
C. The company has 14% of employees with employee status and 43% of independent directors. An independent director has a term of office of
more than nine years, and the other two independent directors are appointed for a term of three to five years. One director is over 70 years old,
one is 60 to 69 years old, and five are under 60 years old.
The directors of each subsidiary also have different expertise in various fields, and indeed implement the policy of diversity of board
members.
(2) Sunplus and Genealplus have set up audit committee and compensation committee. The company shall set up other functional committee if
needed anytime.
(3) In the first quarter of 2009, the Company has passed the resolution of the Board of Directors and the Board of Directors to approve the “Board
Performance Evaluation Method”.
Subsidiaries have not yet formulated a board performance evaluation method, but they do not regularly review the functions of the board. In
the future, they will assess the feasibility of setting a board performance evaluation method based on the legal environment, company
operating conditions and management needs.
(4) The company’s accounting department conducts self-assessment of the independence of visa accountants once a year, and the assessed visa
accountants meet the company’s independence assessment standards (Note 2), and passed the resolution of the Audit Committee and the
22
4. Whether the listed OTC company is equipped with
qualified and appropriate number of corporate
governance personnel, and designated corporate
governance directors, responsible for corporate
governance related matters (including but not limited to
providing directors and supervisors with the necessary
information to perform business, assisting directors and
supervisors to comply with laws and (According to the
law, handle matters related to the meetings of the board
of directors and shareholders 'meetings, produce the
minutes of the board of directors and shareholders'
meetings, etc.)?
5. Communication channel with Stakeholders (Including but
not limited to shareholders, employees, customers and
suppliers)
6. Engaging professional shareholder services agent to
handle shareholders meeting matters
7. Information Disclosure
1) Establishment of corporate website to disclose
information regarding the Company’s financials,
business, and corporate governance status
2) Other information disclosure channels (ex. English
website, appointing responsible people to handle
information collection and disclosure, appointing
spokesman, webcasting investors conference)
3) Whether the company announces and declares the
annual financial report within two months after the
end of the fiscal year, and announces and declares the
first, second, and third quarter financial reports and
the monthly operating situation within the prescribed
period.
V
V
V
V
V
Board of Directors on December 25, 2019.
Each subsidiary will assess the independence of the visa accountant at the end of the year, and the appointment of the accountant in the
resolution of the board of directors.
The company's business execution focus in 2019:
(1) To consolidate the agenda of the meeting for the board of directors and the committee, specify the convening matters, and send the convening
notice to the directors or members seven days before the meeting, and provide sufficient meeting materials so that the participants can truly
understand the relevant information of the proposal; When directors or committee members or the legal persons of their representatives are
interested, they should also be reminded that their interests should be avoided.
(2) Responsible for issuing major messages or announcements of important resolutions after the day of the board meeting and the shareholders'
meeting to ensure the legality and correctness of the disclosed information, so as to protect the investor's transaction information parity
(3) Change registration of various operations of the company.
(4) Evaluate and purchase the "Director and Manager Liability Insurance" of the appropriate insurance amount and complete the insurance coverage,
and report the underwriting content to the board of directors.
(5) Irregularly provide relevant training information for directors, reminding them to complete the relevant hours of training and completing the
relevant declarations in accordance with the "Key Points for the Implementation of Director and Supervisor Training for Listed OTC Companies".
(6) Irregularly provide members of the board of directors with information on new ordinances or amendments related to directors' execution of
businesses, corporate governance or business operations.
(7) Review the compliance status of corporate governance evaluation indicators item by item each year, and propose improvement plans and
corresponding measures for the unscored indicators.
(8) According to the needs of directors, provide company business or financial and other operational information to maintain smooth communication
and communication between directors and business executives.
Sunplus and its subsidiaries maintain good relations with stakeholders including banks, suppliers, and other relevant parties. Sunplus, with a
principle of honesty, provides sufficient information about the Company’s operations and defends the Company’s lawful rights and interests.
The interests of the company's stakeholders are concerned about issues and communication methods (Note 3)
The Company and Lingtong Technology have set up stakeholder areas on the company's website. The remaining subsidiaries also provide detailed
contact information on the company's website. Interested parties can contact the phone, letter, fax and email at any time if necessary.
Sunplus, Generalplus, Sunplus Innovation Technology : China Trust Commercial Bank Corporate Trust Operation and service Department
Sunext: SinoPac Securities Corporate Trust Operation and service Department
(1) Sunplus and Genealplus have established bilingual corporate website, managed by relevant departments to disclose Company’s financials,
No major Difference
No major Difference
No major Difference
business, and corporate governance status. Sunplus Innovation also have established bilingual corporate website to disclose the business and
product information.
No major Difference
(2) Sunplus and its subsidiaries have established English website.
Sunplus, Generalplus, and Sunplus Innovation Technology have assigned spokesperson, acting spokesperson and designated specialists to
disclose and collect the company’s information.
Other subsidiaries are responsible for the collection and disclosure of company information, there is currently no speaker yet.
No major Difference
V
(3) Although the company and its subsidiaries did not announce and declare the annual financial report within two months after the end of the fiscal
year, they still announced and declared the annual financial report and the first, second, and third quarter financial reports and the monthly
operating situation before the deadline specified by the decree.
8. Other important information to facilitate better
V
(1) Employee rights: Sunplus and its subsidiaries have made and followed the internal management procedures regarding employee rights under the
No major Difference
understanding of the Company’s corporate governance
(such as human rights, employee rights, employee
wellness, community participation, social contribution,
community service, investor relations, supplier
relations, shareholders’ rights, customer relations, the
implementation of risk management policies and risk
evaluation measures, the implementation of
consumers/customers protection policies, and
purchasing insurance for directors and supervisors. ):
regulations of the Labor Standards Act and Gender Equality in Employment Act.
(2) Employee wellness: Sunplus and its subsidiaries have made and followed the internal management procedures regarding employee wellness.
(3) Investor relations: Sunplus and its subsidiaries have set a investor relations professionals to communicate with investors and disclose the
operations and financials.
(4) Supplier relations: Sunplus and its subsidiaries have good relationship with suppliers and manage the supply chains efficiently.
(5) Stakeholders: Sunplus and its subsidiaries respect all stakeholders and have established the channels to communicate with stakeholders.
(6) Directors and supervisors' training: The company and its subsidiaries encourage directors and supervisors to participate in continuing education
courses. The company announces the status of directors' training at the public information observatory.
(7) Implementation of risk management policies and risk evaluation measures: Internal rules and procedures are based on laws and regulations
stipulated by authorities in charge
(8) Customer: Sunplus and its subsidiaries provide best service to Customers based on internal rules and procedures
(9) Sunplus and Generalplus have taken liability insurance for directors and supervisors with respect to liabilities resulting from exercising their
duties in Sunplus and subsidiaries.
23
9. Please review the results of the corporate governance evaluation issued by the Corporate Governance Center of the Taiwan Stock Exchange Co., Ltd. in recent years, and to give priority to matters and measures that have not
yet been improved:
The improvement of 2019 years is as follows:
(1) The company has disclosed in the annual report the handling of the implementation of the integrity management policy for the year.
(2) The independent directors of the company have completed the training in accordance with the hours specified in the "Implementation Points for Directors and Supervisors of Listed OTC Companies.
(3) The company has disclosed on the company's website and annual report the protection measures for employees' personal safety and working environment and their implementation.
The other part has not been improved, and will be actively studied for improvement.
Note 1: Whether or not "yes" or "no" is checked, it should be stated in the summary description field.
24
Note 2: The evaluation criteria for the independence of the Company's accountants are as follows:
Sunplus Technology
Accountant Independence Assessment Criteria
Evaluation items
Evaluation
result
Whether it is
independent
1. Whether the accountant has a direct or significant indirect financial interest
relationship with the Company
2. Whether the accountant has a financing or guaranteeing action with the
Company or the directors of the Company
3. Whether the accountant has a close business relationship or potential
employment relationship with the Company
4. Whether the accountants and their members of the audit team are currently
directors or managers in the current or the last two years or have a significant
impact on the audit work
5. Whether the accountant has provided non-audit services to the Company
that may directly affect the audit
6. Whether the accountant has any stock or other securities issued by the
No
No
No
No
No
No
Company
7. Whether the accountant has a conflict with the defendant of the Company or
No
on behalf of the Company in coordination with other third parties
8. Whether the accountant has a kinship with the directors, managers or
No
persons who have a significant impact on the audit
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Note 3: The company's stakeholders pay attention to issues and communication methods:
Stakeholder
Concerns
Communication route
Communication frequen
Related records
Staff
client
Agent
Salary, benefits, education, occupational
health and safety
Customer appeal
Staff communication meeting
High-level supervisor mailbox
Employee welfare committee
Labor Retirement Reserves Supervision Committee Once per season
Internal promotion: E-mail, posters, electronic bulletin
board
Employee performance interview
Customer complaints
Once every six months
Irregular
Irregular
2 times a year
Customer complaint case
Irregular
Customer satisfaction
customer satisfaction survey
2 times a year
Meeting record
E-mail
announcement
Meeting record
E-mail, posters, announcements
Performance and Future Development Analysis
Notes / Quality Assurance / Customer Appeal System
Notes/Quality Insurance/Customer Satisfaction Survey System
Foreign document control
Product quality and hazardous substance
requirements
Bad quarters inventory
mail
Bad quarters inventory
Green product requirements
GPM system
Outsourcing factory
Supplier management approach
Supplier management approach
supplier
Government
agencies
Instrument calibration
Compliance
Green environmental compliance
Technology Exchange
Outsourcing factory audit: For the new outsourcing
factory, it will join the company before joining
Outsourcing factory assessment: for the quality /
environmental assessment of existing outsourcing
plants
Annual calibration plan
Document round trip
Official website announcement
Meeting, E-mail
1 time a year
Monthly schedule
Irregular
Irregular
Irregular
Irregular
Notes / Quality Assurance / Customer Appeal System
Quarterly
Report deadlines, new product releases, new
specification requirements
When
company's supply chain
the new outsourcing
factory
joins
the
GPM system
Notes / Quality Assurance / Audit Management System
Notes / Quality Assurance / Audit Management System
Notes / Quality Assurance Department / Instrument Calibration
Management System
Official document
Website download
E-mail, poster
25
3.3.4 Disclosure of Operations of the Company’s Compensation Committee:
1. Qualifications and Independence Analysis
With over 5 years of working experience and one of the following professional requirements
Independent Status (Note 2)
Status(Not
e 1)
Name
An instructor of higher position in a
department of commerce, law, finance,
accounting, or other departments related to the
Company’s business in a public or private
college or university
A judge, public prosecutor, attorney, certified public
accountant, or other professional or technical specialist who
has passed a national examination and been awarded a
certificate in a profession necessary for the Company’s
business
With an experience in commerce,
law, finance, accounting or other
specialties necessary to the
Company’s business
1
2
3
4
5
6
7
8
9
10
Numbers of other public companies
concurrently serving on compensation
committee
Remark
Che-Ho Wei
Independent
Director
Independent
Director
Tse-Jen
Huang
Yao-Ching
Hsu
Independent
Director
Note 1: The Status is identified by director, independent director and other.
Note 2: “” indicates the directors and supervisors meeting any of the following criteria during the term of office and two years before being elected.
1
2
0
(1) Not an employee of the company or its affiliates.
(2) Directors and supervisors of non-company or related companies (but if the company and its parent company, subsidiary or subsidiary of the same parent company are independent directors established by this law or local state laws and regulations, they are not limited to this).
(3) Not the shareholder (with its relatives or under others’ names) who holds more than 1% shareholding of the total issued shares or ranked as the Top 10 shareholders.
(4) Not a manager listed in (1) or a spouse, relative within the second parent, or direct blood relative within the third parent, etc.
(5) Directors, supervisors or directors of corporate shareholders who do not directly hold more than 5% of the company's total issued shares, hold the top five shares, or appoint representatives to act as company directors or supervisors in accordance with Article 27, paragraph 1 or 2, of the
Company Law Employee (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited
to this).
(6) More than half of the shares that are not on the board of directors of the company or have voting rights are the directors, supervisors or employees of other companies controlled by the same person (but if it is the company or its parent company, subsidiary or subsidiary of the same parent
company according to this (The independent directors established by the law or local national laws and regulations are mutually concurrent, not limited to this).
(7) Directors (directors), supervisors (supervisors) or employees of other companies or institutions that are not the same person or spouse with the company's chairman, general manager or equivalent, but if the company and its parent company, subsidiary Or independent directors set up by
subsidiaries of the same parent company in accordance with this law or local national laws shall not be limited to this).
(8) Directors (directors), supervisors (supervisors), managers or shareholders holding more than 5% of a particular company or institution that does not have financial or business dealings with the company The above does not exceed 50%, and the independent directors established by the company
and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations concurrently serve each other.
(9) Professionals, sole proprietorships, partnerships, companies or institutions that do not provide audits for companies or related companies or business, legal, financial, accounting and other related services that do not exceed NT $ 500,000 in cumulative compensation in the past two years
Business owners, partners, directors (directors), supervisors (supervisors), managers and their spouses. However, members of the Salary and Compensation Committee, Public Acquisition Review Committee, or M & A Special Committee that perform their duties in accordance with the
relevant laws and regulations of the Securities Exchange Act or the Corporate M & A Act are not limited to this.
(10) There is not one of the circumstances in Article 30 of the Company Law.
2. Operation
1. BOD appointed three independent director to be members of compensation committee.
2. The term of office is 3 years from June 11th 2018. The fourth salary remuneration committee of the 2019th meeting meets four times(A), membership qualifications and attendance are as follows:
Title
Name
Convener
Member
Member
Other information required to be disclosed:
Che-Ho Wei i
Tse-Jen Huang
Yao-Ching Hsu
Attendance in Person(B)
4
4
4
By Proxy
0
0
0
Attendance Rate(B/A) (%) (Note)
100
100
100
Remarks
1. The BOD has adopted the proposal by compensation committee without dissent
2. The participated members have approved the resolutions by compensation committee. without dissent
Note 3:
(a) If the member being relieved of office before year end, it shall be notified as a remark. The actual rate of attendance shall be calculated according to the meetings held when he/she is at the post.
(b) If there is a re-appointment before year-end, the new member along with the original ones shall be disclosed, and the date of member being appointed shall be stated. The actual rate of attendance shall be calculated according to the meetings held when he/she is at the post.
26
3.3.5 Social Responsibilities Implementation Status (such as environment protection, community participation, contribution to community, social service, charity, consumer rights, human rights and other social
responsibilities):
Item
1. Does the company conduct risk assessments on
environmental, social and corporate governance issues
related to the company's operations and formulate relevant
risk management policies or strategies based on the principle
of materiality? (Note 3).
2. Does the company set up a full-time (part-time) unit that
promotes corporate social responsibility, and the board of
directors authorizes the senior management to handle it, and
reports the handling situation to the board of directors.
3. Environmental issues
(1) Whether the company establishes an appropriate
environmental management system according to its
industrial characteristics.
(2) Whether the company is committed to improving the
utilization efficiency of various resources and using recycled
materials with low impact on environmental load.
(3) Whether the company assesses the potential risks and
opportunities of climate change to the company now and in
the future, and adopts measures to deal with climate-related
issues.
(4) Does the company count greenhouse gas emissions,
water consumption and total weight of waste in the past two
years, and formulate policies for energy conservation and
carbon reduction, greenhouse gas reduction, water and other
waste management.
4. Social issues
(1) Has the company formulated relevant management
policies and procedures in accordance with relevant
regulations and international human rights conventions?
(2) Whether the company has formulated and implemented
reasonable employee welfare measures (including salary,
vacation and other benefits), and appropriately reflected the
operating performance or results in employee compensation.
Y
V
V
V
V
V
N
Implementation Status (Note 1)
Summary (Note 2)
Deviations from “Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed Companies”
and reasons
The company and its subsidiaries conduct risk assessments on environmental, social and corporate governance issues related to
operations through the operation of various management systems. The latest risk assessment date of the company was June 28,
2019.
No major Difference
In order to improve the management of corporate social responsibility, the company sets up a part-time unit that promotes
corporate social responsibility. It is responsible for the proposal and implementation of corporate social responsibility policies,
systems, or related management policies and specific promotion plans, and regularly reports to the board of directors. The last
time the company reported to the board of directors was on December 25, 2019.
Although each subsidiary has not set up a full-time (part-time) unit to promote social responsibility, it has spared no effort in
environmental protection and related social responsibility activities.
(1) The company and its subsidiaries attach great importance to environmental management. At present, the company has
passed ISO14001, ISO45001 and TOSHMS environmental protection and occupational safety and health management
system certification, and the system operation is performed by the chief auditor of each management system at a standard
that is superior to the management system. management. The company and Generalplus Technology have set up
occupational safety and health special units and management personnel in accordance with the provisions of the
Occupational Safety and Health Law to implement statutory occupational safety and health management.
(2) The company and its subsidiaries have announced paperless operations and the use of power-saving lamps and
water-saving appliances, and at the same time implementing the policy of turning off lights and saving water. And
through the optimization of factory facilities operating system and actively promote various waste reduction activities,
increase the operational efficiency of the factory affairs system and reduce the impact on the environment; the company
and its subsidiaries comply with relevant environmental protection laws, actively respond to resource recovery and
classification, and promote Use various recycled materials and packaging materials for reuse to reduce the impact on the
environment.
No major Difference
No major Difference
No major Difference
(3) The IC design industry is located in the upstream of the semiconductor industry. The company and its subsidiaries have no
No major Difference
relevant manufacturing procedures. If the substantial risks caused by climate change should be caused only by the
increase in electricity and water demand for air conditioning and office lighting Increased costs, but through the
optimization of factory facilities and operating systems to reduce energy consumption and environmental impact; the
company and its subsidiaries continue to promote semiconductor high-end process technology and practice Moore's Law
in order to save chip The consumption of energy, in turn, drives the use of electrical energy in downstream consumer
electronics terminal products. In product design, provide more energy-saving solutions to increase product adoption.
(4) According to the ISO14064 standard, the company uses the 100th year of the Republic of China as the base year for
inventory, and conducts self-inspection of greenhouse gas emissions every year. The environmental safety and health
management policies formulated by the company include the contents of "controlling risks, preventing disasters" and
"energy saving, waste reduction and sustainable environment".
No major Difference
(1) The company and its subsidiaries abide by labor-related laws and regulations and formulate relevant work rules to protect
employees ’rights and provide information for employees to understand their rights and interests.
No major Difference
(2) The company's compensation and benefits are positioned to be better than the market average, to provide competitive salary
and compensation to attract talents, and to encourage existing employees and stabilize excellent talents.
The company and its subsidiaries provide a leave-giving system that is superior to the law, such as special days off the law, 10
days of paid sick leave per year, and 19 national holidays and anniversaries.
In accordance with the "Organization Guidelines for Employee Welfare Committees" promulgated by the Labor Commission,
the Company invites various departments to appoint members to form Employee Welfare Committees to coordinate the
company's welfare committee funds and promote various welfare measures. The provision ratio has always been 0.15% of
revenue (the highest statutory ratio), so that the Fu Committee can plan more diverse and interesting welfare projects.
The overall rewards paid by the company and its subsidiaries each year will be determined based on the company's overall
operating goals, annual profitability, and employee performance and investment levels. Before July of each year, the company
27
No major Difference
(3) Whether the company provides a safe and healthy
working environment for employees, and regularly
implement safety and health education for employees.
(4) Whether the company has established an effective career
development training program for employees.
(5) Whether the company complies with relevant
regulations and international standards on customer health
and safety, customer privacy, marketing and labeling of
products and services, and formulates relevant consumer
protection policies and appeal procedures.
(6) Whether the company has formulated supplier
management policies, requiring suppliers to follow relevant
regulations on environmental protection, occupational
safety and health or labor human rights, and their
implementation.
5. Does the company make reference to internationally-used
report preparation standards or guidelines to prepare
corporate social responsibility reports and other reports that
disclose the company's non-financial information? Whether
the pre-report report obtained the confidence or assurance
opinion of the third-party verification unit.
V
V
V
V
V
will measure the overall salary level of the same industry in the market and the employees' personal performance, future
development and other relevant principles, and appropriately adjust the salary for colleagues.
Annual employee compensation must be approved by the board of directors and reported at the shareholders ’meeting, and
disclosed in the company ’s annual report.
(3) The company and its subsidiaries provide facilities and environments that are superior to occupational safety and health laws
and regulations. Set up special organizations and personnel in accordance with the law, implement environmental safety and
health management related matters, and pass ISO14001, ISO45001 and TOSHMS environmental and occupational safety and
health management systems. The workplace is automatically inspected regularly to ensure the safety of employees, the
environment and equipment. And provide regular health checks that are better than the legal requirements. Provide a good
environment for employee career development, provide a variety of education and training programs.
(4) The human resources department of the company and its subsidiaries has a complete training plan for the development of
colleagues ’careers, so as to ensure that colleagues can perform their duties in existing positions and learn the necessary skills
for promotion.
(5) The marketing and labeling of products and services by the company and its subsidiaries follow the local regulations and
international standards of the company's customers and suppliers.
(6) The company and its subsidiaries have long been aware of the environmental and social responsibility of the supply chain,
and the requirements for suppliers are not limited to performance and quality. Colleagues in relevant departments regularly
audit and liaise with suppliers to ensure that suppliers' environmental protection, occupational safety and health or labor human
rights and other issues comply with relevant standards and maintain their due standards. If the supplier does not meet the
regulations, it needs to improve and meet the standard within the specified time. If it cannot be improved, it will find other
suppliers who can meet the expectations of the ethical and environmental standards of the company and its subsidiaries.
The company compiles and publishes the "Corporate Social Responsibility Report" in accordance with the Global Reporting
Initiative 2017 new version of the GRI Standards (GRI Sustainability Reporting Standards, GRI Standards) to disclose to
stakeholders the operating performance outside of finance, including corporate governance, green processes With
environmentally friendly management measures, employee occupational safety software and hardware equipment updates,
employee education and training, welfare policies and social welfare implementation results, it demonstrates the corporate
vision and mission of sustainable operation. The publication media is the official website and the Taiwan Stock Exchange Open
Information Observatory, where both shareholders and stakeholders can conveniently and quickly obtain transparent
non-financial performance information. The previous report has not obtained the confidence or assurance opinions of the
third-party verification unit.
Although each subsidiary has not prepared a corporate social responsibility report, it has spared no effort in environmental
protection and related social responsibility activities in the company's senior management policies.
No major Difference
No major Difference
No major Difference
No major Difference
No major Difference
6. If the company has its own corporate social responsibility code based on the "Code of Practice for Corporate Social Responsibility of Listed Companies", please state the difference between its operation and the established code:
The company has formulated the "Corporate Social Responsibility Code", which has internal regulations governing related issues such as sustainable management, environmental protection, employee rights, social welfare and related information disclosure.
Each subsidiary has not clearly formulated a corporate social responsibility policy, but related issues such as sustainable management, environmental protection, employee rights, social welfare, and related information disclosure are all regulated by internal systems.
In order to fulfill corporate social responsibilities, the company and its subsidiaries will make occasional contributions to environmental protection, social contribution, social services, social welfare, consumer rights, human rights, safety and health and other social
responsibility activities.
9. Other important information to facilitate better understanding of the Company’s corporate social responsibility practices
(1) Sunplus and the subsidiaries for the professional IC design company, IC research and development and design based, department of non-polluting industries, there is no environmental pollution situation.
(2) Sunplus and its subsidiaries are actively involved in relevant activities related to social welfare from time to time.
(3) Based on the concept of professional services, the Company and its subsidiaries have formulated the relevant guidelines for the implementation of the relevant customers, in order to seek the fastest solution to customer questions.
(4) Sunplus and its subsidiaries are responsible for the management of the Company's employees in accordance with the Labor Standards Act, and by hand to deal with the work of employees, to protect its basic rights and interests.
(5) The company and its subsidiaries refer to occupational safety and health related laws and regulations to handle safety and health work to ensure workers' health and safety.
(6) The company implements workplace and worker health and safety care through ISO45001 international occupational safety and health management system and TOSHMS Taiwan occupational safety and health management system.
Note 1: If the operation is checked "Yes", please explain the important policies, strategies, measures and implementations adopted; if the operation is checked "No", please explain the reasons and explain the plan for the future adoption of relevant policies, strategies and
measures painting.
Note 2: The company has prepared corporate social responsibility report, the abstract statement can be used to indicate the way in which the corporate social responsibility report is reviewed and the index page is replaced.
Note 3: The principle of materiality refers to those who have a significant influence on the company's investors and other stakeholders in relation to environmental, social and corporate governance issues.
3.3.6 Implementation of Ethical Corporate Management
Sunplus discloses financial reports according to the regulations of the government.
In order to enhance transparency and protect shareholders’ rights and interests, Sunplus announces financial results and business information on TSE and Sunplus’ websites regularly.
28
The situation and reasons for the implementation of integrity management and the difference with the listed company's code of integrity management
Item
Y
N
Summary
Implementation Status (Note 1)
1. Promulgation ethical corporate management principles
1) Has the company formulated the integrity management policy approved
by the board of directors, and stated in the regulations and external
documents the policies and practices of integrity management, and the
board and senior management's commitment to actively implement the
management policy.
V
2) Whether the company has established an assessment mechanism for the
V
risk of dishonesty, regularly analyzes and evaluates business activities
with a high risk of dishonesty in the business scope, and formulates a
plan to prevent dishonesty, and at least covers the "good faith
management of listed companies "Code" Article 7, Paragraph 2,
Prevention Measures.
3) Does the company clearly specify the operating procedures, behavior
V
guidelines, disciplinary punishment and grievance system in the plan to
prevent dishonesty, and implement it, and regularly review and revise
the pre-disclosure plan.
2. Implement integrity management
(1) Whether the company evaluates the integrity records of the
counterparties, and specifies the terms of integrity behavior in the
contract signed with the counterparties.
(2) Does the company set up a special unit under the board of directors to
promote corporate integrity management, and regularly (at least once a
year) report to the board of directors on its integrity management policies
and plans to prevent dishonest behaviors and supervision and
implementation.
(3) Does the company formulate a policy to prevent conflicts of interest,
provide appropriate reporting channels, and implement them.
(4) Whether the company has established an effective accounting system
and internal control system for the implementation of integrity
management, and the internal audit unit formulates the relevant audit plan
based on the assessment results of the risk of dishonesty, and checks the
compliance with the plan to prevent dishonesty, Or entrust an accountant
to perform the audit.
(5) Does the company regularly organize internal and external education
and training on integrity management.
V
V
V
V
V
Deviations from “Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM-Listed
Companies” and reasons
No major Difference
No major Difference
No major Difference
(1) The Company and Generalplus Technology have established the "Integrity Management Operation Procedures and Behavior
Guidelines" approved by the Board of Directors as a policy and practice for expressing integrity management, and the commitment
of the Board and management to actively implement the operation policies. The company and Lingtong Technology will also
publicly disclose the "Integrity Management Operation Procedures and Behavior Guide" and its related specifications at public
information observatories and the company's website.
The remaining subsidiaries uphold the business philosophy of "integrity", "creative", "quality", and "service", formulate various
management systems and methods within the company, and implement and review them from time to time.
(2) The company and Generalplus Technology have set up "integrity business operation procedures and behavior guidelines",
which clearly prohibits the provision or acceptance of improper benefits. The company also has a "whistleblowing system", and
Generalplus's official website has an online "whistleblowing system" to encourage the reporting of any illegal or violations of the
Code of Ethical Conduct or Code of Integrity. In addition, the company still requires colleagues with highly sensitive job
management, production centers, business and information units to sign a "corruption commitment"; when signing an annual dealer
contract with customers, they also sign a "declaration of integrity behavior"; According to the annual transaction amount, the
relevant suppliers shall sign the "Certificate of Integrity".
The rest of the subsidiaries have specified the reporting and punishment system for employees ’integrity behaviors in the“ Work
Rules ”, and through the effective implementation of internal control system to reduce the risk of dishonesty behaviors and take
preventive effect.
(3) The company and Generalplus Technology have respectively set up a "whistleblowing system", "employee ethical code of
conduct", "director and manager's code of ethical behavior", "handling methods for reporting illegal and unethical or dishonest
conduct" and "Integrity Management Operation Procedures and Conduct Guidelines", clearly stipulate the relevant operation
procedures and behavior guidelines for preventing dishonest behaviors. For colleagues to inquire at any time, we will also provide
relevant promotion for new employees through education courses.
For any suspected violations of business ethics and confirmed cases, the violators will be subject to severe disciplinary measures
including termination of employment or business relationships, and appropriate legal action will be taken in due course.
Subsidiary's "Work Rules" set out to prohibit dishonesty, punishment and appeal system for violations of regulations.
(1) The "Integrity Operation Procedures and Behavior Guide" of the company and Generalplus Technology clearly states that
No major Difference
No major Difference
when signing a contract, it should fully understand the other party's integrity management status and incorporate the company's
integrity management policy into the contract terms. In addition, when the company signed an annual distributor contract with
customers since 2006, it also signed a "Certificate of Integrity"; the relevant suppliers, who defined the annual transaction
amount, also signed a "Certificate of Integrity".
The remaining subsidiaries carefully evaluate the legality of the counterparties through customer credit evaluation and supplier
management operations to avoid dishonest business activities.
(2) To improve the management of integrity management, the company and Generalplus Technology have appointed the
chairman's office as the special unit for promoting enterprise integrity management, responsible for formulating and promoting
integrity management policies and prevention plans. The dedicated unit regularly reports to the board of directors on the
implementation status in December. The last time the company reported to the board of directors was on December 25, 2008.
The remaining subsidiaries actively promote the corporate integrity management concept from top to bottom. In the future, they
will set up promotion units according to the actual situation of the company and report to the board of directors regularly.
In 2008, the company's integrity management policies and plans to prevent dishonesty and supervision and implementation:
1. Promote integrity policy
The company has set up an honesty policy advocacy zone to promote honesty management policies to employees and
implement core values and business philosophy based on honesty.
Newcomer training promotes the company ’s integrity policy and conducts tests to ensure that the newcomer understands the
company ’s integrity policy. A total of 32 people visited in 2008, about 14 hours and 40 minutes.
2. The contract stipulates the integrity management clause
When the company signed a distributor agreement in 2008 with its customers, it signed a "Certificate of Integrity" together with
its suppliers. According to the definition of annual transaction amount, the relevant suppliers also signed a "Certificate of
Integrity".
3. Sign a declaration of integrity
29
The company requires colleagues in the management, production center, business and information units with high sensitivity in
their duties to sign the "Corruption Commitment Letter". A total of 11 copies were signed in 2019.
4. Establish a convenient reporting channel
The company has a "whistleblowing system" that clearly defines the reporting procedures and confidentiality mechanism, and
encourages internal and external personnel to report any illegal or violation of the Code of Ethical Conduct or Code of Integrity
Management. " As of the end of 2008, no letter of report was received.
(3) The communication channel between the employees of the company and its subsidiaries and the management level is
unblocked, and if any problems are found, they can be reported to the management level. In addition, the departments
responsible for the integrity of business-related matters are responsible for handling related matters in accordance with their
duties and laws to prevent conflicts of interest and provide appropriate statements about pipeline operations.
No major Difference
(4) The company, Generalplus Technology and Sunplus Innovation Technology have established an effective accounting system
No major Difference
and internal control system for the implementation of integrity management. Internal auditors regularly check the
implementation of the internal control system and implement the self-inspection system to ensure The effectiveness of the
internal control system shall serve as the basis for issuing the internal control system statement and shall be reported to the
board of directors for approval.
The parent company has prepared and implemented an annual audit plan for its subsidiaries based on risk analysis.
The company and Generalplus Technology have set up "integrity management operation procedures and behavior guidelines".
The built-in integrity management is in the corporate culture and is advertised at various meetings from time to time. In the
internal announcement, it also promotes the integrity management operation procedures and behavior guidelines to the
company's employees, and implements the company's core values and management philosophy based on integrity.
In 2008, the company proclaimed the company's integrity policy to new employees and conducted tests.
The remaining subsidiaries implement opportunity education in their daily business, and will organize education and training in
the future according to the company's practical situation.
(5) The company and Generalplus Technology have set up "integrity management operation procedures and behavior guidelines".
The built-in integrity management is in the corporate culture and is advertised at various meetings from time to time. In the
internal announcement, it also promotes the integrity management operation procedures and behavior guidelines to the
company's employees, and implements the company's core values and management philosophy based on integrity.
In 2008, the company proclaimed the company's integrity policy to new employees and conducted tests.
The remaining subsidiaries implement opportunity education in their daily business, and will organize education and training in
the future according to the company's practical situation.
No major Difference
V
V
V
V
(1) The company has a "whistleblowing system", Generalplus Technology has "handling methods for reporting cases of illegal and
unethical or dishonesty", and the remaining subsidiaries have "employee complaint methods". The company and its subsidiaries
Appropriate persons in charge will be assigned to deal with them, as a convenient reporting channel for employees to report.
No major Difference
(2) The company and its subsidiaries all have relevant methods for reporting and appealing, which specify the procedures for
No major Difference
reporting, the follow-up measures to be taken after the investigation is completed, and the relevant confidentiality principles.
(3) The procedures for the protection of whistleblowers are clearly stipulated in the relevant reporting and appeal measures of the
No major Difference
company and its subsidiaries.
The company and Generalplus Technology have placed relevant regulations on integrity management on the company's internal website
for colleagues to inquire at any time. The company's external websites and public information observatories place annual reports and
corporate social responsibility reports, which also fully disclose relevant policy requirements and information on honest operation.
No major Difference
3. Operation of the company's whistleblowing system
(1) Whether the company has set a specific reporting and reward system,
and established a convenient reporting channel, and assigned appropriate
personnel for the acceptance of the reported object.
(2)Has the company established the standard operating procedures for the
investigation of the complaint, follow-up measures to be taken after the
investigation is completed, and the relevant confidentiality mechanism?
(3) Whether
whistleblowers from improper disposal due to the whistleblowing.
the company has
taken measures
to protect
the
4. Strengthen information disclosure
(1) Whether the company disclosed the content of its integrity
management code and promoted its effectiveness on its website and public
information observatory.
5. If the company has its own code of integrity management in accordance with the "Code of Integrity Management of Listed OTC Companies", please state the difference between its operation and the code:
The company and its subsidiaries and various manufacturers and organizations cooperate in accordance with the principle of integrity management.
6. Other important information that helps to understand the company's integrity management and operation situation: (such as the company reviewing and revising its integrity management code and other situations)
The company and its subsidiaries take honesty as the foundation, and strive for the integrity of all employees and are responsible to investors, customers and the society. The company has a mailbox for complaints and reports. If employees find any violation of the
principle of good faith or harm to the reputation of the company, they can complain or report through the Internet. In addition, the company and its subsidiaries and the relevant manufacturers and partners are mostly long-term cooperation, and clearly set a contract,
set up relevant full-time personnel to participate, and maintain a long-term stable cooperative relationship.
Note 1: Whether the operation is checked "Yes" or "No", it should be stated in the summary description field.
3.3.7 Formulate Corporate Governance Rules and Regulations: (If the company has established corporate governance rules and related regulations, it should disclose its search methods)
The Company has a Code of Corporate Governance Practices, to protect the interests of shareholders, strengthen the functions of the board of directors, respect for the interests of stakeholders, to enhance the transparency of information, etc. are relevant norms,
also for the Taiwan Stock Exchange Co., Ltd. for corporate governance review one by one to review the actual implementation of the assessment indicators, hoping to help companies gradually build a good corporate governance system, to enhance the
effectiveness of corporate governance. The Company's corporate governance operation, please refer to this Annual Report, Corporate Governance Report III, Corporate Governance Operations (pages 21-51), for the Code of Corporate Governance Practices, please
30
contact our website.
3.3.8 Other Matters Needed to Improve the Company’s Implementation of Corporate Governance:
None
31
3.3.9 Internal Control System Execution Status and Information
a) Statement of Internal Control System
Sunplus Technology Co., Ltd.
Statement of Internal Control System
Date: March 30th, 2020
Based on the findings of a self-assessment, Sunplus states the following with regard to our internal
control system during January 1st – December 31st, 2019:
Sunplus is fully aware that establishing, operating, and maintaining an internal control system are the
responsibility of Board of Directors and management team. Sunplus has established such a system aimed at
providing reasonable assurance regarding achievement of objectives in the following categories: (a)
effectiveness and efficiency of operations (including profitability, performance, and protection of assets), (b)
reliability of financial reporting, and (c) compliance with applicable laws and regulations.
An internal control system has inherent limitations. No matter how perfectly designed, an effective internal
control system can only reasonable assurance of accomplishment for the three objectives mentioned above.
Moreover, the effectiveness of an internal control system may be subject to changes of environment and
circumstances. Nevertheless, Sunplus’ internal control system contains self-monitoring mechanisms, and
Sunplus takes corrective actions whenever a deficiency is identified.
Sunplus evaluates the design and operating effectiveness of our internal control system based on “Regulations
Governing the Establishment of Internal Control Systems by Public Companies” (herein below, the
“Regulations”). The criteria adopted by the Regulations identify five components of internal control based on
the process of management control: (a) control environment, (b) risk assessment, (c) control activities, (d)
information and communication, and (e) monitoring. Each component further contains several items. Please
refer to the Regulations for details.
Sunplus has evaluated the design and operating effectiveness of our internal control system according to the
aforesaid criteria.
Based on the findings of the evaluation mentioned in the preceding paragraph, Sunplus believe that, during
the year 2019, our internal control system (including the supervision and management of subsidiaries), as
well as our internal control to monitor the achievement of our objectives concerning operational effectiveness
and efficiency, reliability of financial reporting, and compliance with applicable laws and regulations, were
effective in design and operation, and reasonably assured the achievement of the above-stated objectives.
This statement is an integral part of Sunplus’ annual report for the year 2019 and prospectus, and would be
made public. Any falsehood, concealment, or other illegality in the content made public will entail legal
liability under Article 20, 32, 171, and 174 of the “Securities and Exchange Law”.
This statement has been passed by the Board of Directors Meeting held on March 30th, 2020, with all six
attending directors expressing dissenting opinions, and the remainder all affirming the content of this
statement.
Sunplus Technology Co., Ltd.
Chou-Chye Huang
Chairman& CEO
32
3.3.10 The Company’s Internal Control System Audit Report by External Auditors: Not
applicable
3.3.11 Regulatory Authorities’ Legal Penalties to the Company, and the Company’s
Resulting Punishment on Its Employees: None
3.3.12 Major Resolutions by the Shareholders’ Meetings and the Board of Directors
Meetings
2019 The implementation of the resolution of the shareholders' meeting
Date
2019.06.10
Decision
Maker
Shareholders’
Meeting
Resolution matters and implementation
1. To recognize the Company's 2018 annual business report and financial
statements.
Implementation of the situation: The relevant bibliography has been filed with the
competent authority for filing and announcement in accordance with the relevant
laws and regulations.
2. To recognize the Company's 2018 earnings distribution case.
Implementation of the situation: No dividends allotted this year.
3. Through capital accumulation and cash.
Implementation of the situation: Proposed on July 21, 2019 for distributing base
date, August 09, 2019 is the date of payment (Distributary capital reserve of $.36
per share).
4. Approved the revision of the company's "procurement procedures for acquiring
or disposing of assets".
Implementation: Effective after the resolution of the shareholders' meeting.
5. Approved the revision of the company's "Endorsement Guarantee Procedure".
Implementation: Effective after the resolution of the shareholders' meeting.
6. Approved the revision of the company's "Measures for Fund Loan and Others'
Operation".
Implementation: Effective after the resolution of the shareholders' meeting.
7. Approved the case of lifting the restriction on competition of directors of the
company.
Implementation: Effective after the resolution of the shareholders' meeting.
2019 and as of the date of publication of the annual report of the board of directors important matters
Date
Decision
Maker
Case
Result
2019.05.13 Board Meeting 1. Discussion on the consolidated financial
statements for the first quarter of 2019.
2019.08.13 Board Meeting 1. Discussion of the consolidated financial
statements in the second quarter of 2019.
2. Discussion on the distribution of
directors' remuneration in 2018.
After the chairman's consultation, all
the attending directors passed the case
without objection.
After the chairman consulted all the
directors present without objection,
they passed the case.
1. On the instruction of the chairman,
Wei Zhe and the independent director
shall act as the acting chairman. In
addition to avoiding the general
directors who did not participate in the
discussion and voting according to
law, the acting chairman consulted all
the independent directors present and
passed the proposal of the general
director's compensation without
objection.
2. In addition to evading independent
directors who did not participate in the
discussion and voting according to
33
2019.11.13 Board Meeting 1. Discussion of the consolidated financial
statements for the third quarter of 2019.
2020.02.19 Board Meeting 1. The discussion on lifting the restriction
on competition of managers of the
company.
2. The 2009 general shareholders meeting
and the acceptance of the shareholders'
proposal discussion.
2020.03.30 Board Meeting 1. The company's 2008 employee
compensation and director compensation
distribution discussion.
2. Discussion of the consolidated financial
statements for 2008.
3. Discussion of the 2008 business report.
4. The discussion of the 2008 loss
allocation.
5. Handle the discussion of the capital
reserve allocation cash.
6. Discussion on lifting the restriction on
the competition of directors of the
company.
7. Discussion on the revision of the 2009
regular meeting of shareholders.
2020.04.22 Board Meeting 1. Discussion on the adjustment of
employees 'compensation and directors'
compensation distribution in 2019.
2. Discussion on the revision of the 2009
regular meeting of shareholders.
law, the general directors who were
consulted by the chairman in
consultation with all the directors
passed the proposal without objection
on the remuneration of independent
directors.
After the chairman consulted all the
attending directors without objection,
they passed the case.
After the chairman consulted all the
attending directors without objection,
they passed the case.
In this case, the employee
compensation and director
compensation are determined by the
total compensation, but not the
individual compensation, so there is
no need to avoid interest. The case was
approved by the chairman after
consulting all the directors present
without objection.
After the chairman asked all the
attendees to pass the case without
objection.
In this case, the employee
compensation and director
compensation are determined by the
total compensation, but not the
individual compensation, so there is
no need to avoid interest. The case was
approved by the chairman after
consulting all the directors present
without objection.
After the chairman consulted all the
attending directors without objection,
they passed the case.
3.3.13 The most recent year and as of the date of report publication the directors have
different opinions and record or written statements by the board of directors
through important resolutions, its main content:
None
34
3.3.14 The most recent year and as of the date of report publication, the person related
with financial report that resignation of summary of the situation.
None
3.4 Audit Fees
Audit Firm
Name of Auditor
Duration of auditing
Remarks
Deloitte & Touche
Zheng-Zhi Lin
Yu-Feng Huang
2019.01.01~2019.12.31
Amount
1. Under NT$2,000,000
2. NT$2,000 ,000~ NT$4,000,000
3. NT$4,000,000 ~ NT$6,000,000
4. NT$6,000,000 ~ NT$8,000,000
5. NT$8,000,000 ~ NT$10,000,000
6. Over NT$10,000,000
Item
Audit fee
Non-audit fee
Total
3.4.1 Payment of visa accountants, visa accountants and their relationship between the
firm's non-audit fees accounted for the proportion of the audit fee of more than
one-fourth per cent, should disclose the amount of audit and non-audit fees and
non-audit services: Not applicable.
3.4.2 Replacement of accounting firms and replacement of annual audit fees paid to
replace the previous year's audit fee reductions, should disclose the reduction,
proportion and reason of the audit public expense: Not applicable.
3.4.3 The audit fee is reduced by more than 15% over the previous year, should reduce
the amount of audit fees, the proportion and reason: Not applicable.
3.5 Replacement of Auditors
3.5.1 About the former accountant
Change date
Approved by the board of directors on December 25, 2019
Replace reason and
Deloitte & Touche internal business transfer, since the from 2020 Zheng-Zhi
explanation
Lin and Yu-Feng Huang accountants replaced Zheng-Zhi Lin and Mei-Zhen
Cai accountants
The description was
litigant
terminated or not accepted
situation
by the appointor or
Proactively terminate the
accountant
appointment
Accountant
Appointed person
Not applicable
No longer accept (continue)
appointment
35
Opinions and Reasons for
Examining Check Reports
Other than Unqualified
Opinions within the Latest
Two Years
The 2019 and 2018 annual review reports of the central bank issued
reservations. The relevant information of the investee companies whose main
series was included in the financial statements and equity methods of the some
non-substantial subsidiaries in the consolidated financial statements were based
on the financial reports unaudited by the accountants during the same period.
Recognize and expose.
Accounting principles or practices
Financial report disclosure
Yes
Check the scope or steps
Is there any disagreement
with the issuer
Others
Other disclosures
(The first to fourth heads of
Article 10, paragraphs 6 to
7 should be disclosed)
No
Instructions
No
36
3.5.2 About Succession Accountant
Office name
Deloitte & Touche
Accountant's name
Zheng-Zhi Lin、Mei-Zhen Cai
Date of appointment
Approved by the board of directors on December 25, 2019
Pre-appointment accounting for specific
transactions
Treatment methods or accounting
No
principles and
Financial report may issue opinions
Consultation and results
Successor Accountant to Former
Accountant
No
Written opinions on different opinions
3.5.3 Reply from former accountants to the first and second items of Article 10, paragraph
5 of this standard: None.
3.6 Chairman, Presidents, and Managers in Charge of Finance and
Accounting Who Held a Position in Sunplus’ Independent Audit Firm
or Its Affiliates during the Recent Year:
Not applicable.
37
3.7 Net Change in Shareholding and Net Changes in Shares Pledged by
Directors, Management, and Shareholders with 10% Shareholding or
More
3.7.1 Net Change in Shareholding and Net Changes in Shares Pledged by Directors,
Management, and Shareholders with 10% Shareholding or More
2019
Ended of April 14th, 2020
Unit: Shares
Title
Name
Shareholding
Increased
(decreased)
Shares
Pledged
(Released)
Chou-Chye Huang
Chairman& CEO
Global View Co., Ltd.
Director
Wen-Shiung Jan
Director
Wei-Min Lin
Director
Independent Director Che-Ho Wei
Independent Director Tse-Jen Huang
Independent Director Yao-Ching Hsu
VP
Director of Finance &
Accounting Division
AVP
AVP
AVP
Alex Chang
Jason Lin
Michael Su
Wayne Shen
Shu-Chen Cheng
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Shareholding
Increased
(decreased)
0
0
0
0
0
0
0
0
0
0
0
0
Shares
Pledged
(Released)
0
0
0
0
0
0
0
0
0
0
0
0
3.7.2 Stock Trade
Name
(Note 1)
-
Transfer
Reason
-
Transaction
Date
-
Name of
Counter Party
-
Nature of
Relationship
-
Amount of
Shares
-
Transaction
Price
-
Ended of April 14th, 2020
Percentage
of Shares
Pledge
-
Transaction
Price
-
3.7.3 Shares Pledge with Related Parties
Name
(Note 1)
-
Reason of
Pledge
(Note 2)
-
Date of
Change
-
Name of
Counter
Party
-
Nature of
Relationship
Amount
of Shares
-
-
Percentage
of
Shareholding
-
Note 1: Including Directors, mangers and shareholders holding more than 10%
Note 2: Reasons for shares pledged or released
38
3.8 Top 10 Shareholders & Related Parties
Current
Shareholding
Shareholding under
Spouse & Minor
Amount
of Shares
Holding
%
Amount of
Shares
Holding
%
Shareholding
under
Others’ Name
Amount
of
Shares
Holding
%
Relationship with
related-parties
Name
Relationship
92,737,817 15.67%
1,370,993
0.23%
13,045,795
2.20%
2,006,943
0.34%
-
-
-
-
Global
View
-
Corporate
Director
-
11,466,000 1.94%
10,038,049
1.70%
-
-
-
Chou-Chye
Huang
-
Corporate
Director of
Global View
Co., Ltd.
0
8,333,160
0.00%
1.41%
0
771,433
0.00%
0.13%
7,732,825
1.31%
-
-
7,000,000
1.18%
1,647,542
0.28%
6,244,752
1.05%
-
-
-
-
-
-
-
-
-
-
-
-
5,292,000
0.89%
-
-
-
-
-
-
-
-
-
-
5,086,153
0.86%
-
-
-
-
-
-
-
-
-
-
-
-
Name
Chou-Chye Huang
De-Zhong Liu
Citi (Taiwan)
Commercial Bank
is entrusted with the
custody of the
investment account
of the Norwegian
Central Bank
Global View Co.,
Ltd.
Zhi-yuan Zhou
(Representative of Legal
Entity)
Chih-Hao Gong
Polunin Emerging
Markets Small Cap
Fund, LLC
Wen-Qin Lee
Chase Managed
Advanced Starlight
Advanced General
International Stock
Index
The American
branch of JPMorgan
Chase Bank Taipei
is entrusted with the
custody of
Vanguard's
emerging market
stock index fund
investment account
Citigroup (Taiwan)
Commercial Bank
is entrusted with the
DFA Investment
Diversified Group's
Emerging Markets
Core Portfolio
Investment Account
39
3.9 Long-term Investment Ownership
Long-term
Investments (Note)
December 31st, 2018/Unit: thousand shares, %
Sunplus Investment
Shareholding of Director,
Supervisor, Management or
Subsidiary
Synthetic Shareholding
Amount of
Shares
Holding %
Amount of
Shares
Holding%
Amount of
Shares
Holding %
34
61
14
3,979
31,450
37,324
14,892
Generalplus Technology
Sunplus Innovation
Technology
iCatch Technology Inc.
Sunplus mMedia Inc.
Jumplux Technology
Global View Co., Ltd.
EVERGREEN STEEL
CORP.
Broadcom Inc.
Note: Except companies listed above, all other long-term investments are held by the parent company.
20,735
22,441
13,200
8,229
5,326
2,559
10,100
8
10
42
-
29
90
55
13
173
1500
1000
-
-
8
-
-
-
-
52,216
35,429
26,061
25,000
23,300
8,402
2500
-
48
69
37
100
97
13
-
-
40
IV. Capital & Shares
4.1 Capitalization
Month/Year
Price
(NT$)
Authorized capital
Shares
(thousand
shares)
Amount
(NT$K)
Issued capital
Shares
(thousand
shares)
Amount
(NT$K)
Funding
(NT$K)
08/1990
10
2,300
23,000
620
6,200 Cash
08/1990
10
2,300
23,000
1,150
03/1992
10
2,300
23,000
2,300
Offering
6,200
11,500 Cash
Offering
5,300
23,000 Cash
Offering
11,500
April 14th, 2020
Remark
Funding
Except
Cash
None Not IPO yet
Note
None Not IPO yet
None Not IPO yet
12/1993
10
6,000
60,000
6,000
60,000 Cash
None Not IPO yet
Offering
20,900
Capitalization
of Profits
16,100
09/1994
10
19,800
198,000
19,800
198,000 Cash
None Not IPO yet
06/1995
10
39,600
396,000
39,600
Offering
60,000
Capitalization
of Profits
78,000
396,000 Capitalization
of Profits
198,000
None
06/28/1995 SFC
No. 37335
06/1996
10
64,360
643,600
64,360
643,600 Capitalization
None
of Profits
247,600
06/1997
10
105,500 1,055,000
105,500 1,055,000 Capitalization
None
of Profits
411,400
06/1998
10
184,000 1,840,000
184,000 1,840,000 Capitalization
None
of Profits
785,000
06/1999
10
269,120 2,691,200
269,120 2,691,200 Capitalization
None
of Profits
851,200
06/2000
10
600,000 6,000,000
370,000 3,700,000 Capitalization
None
of Profits
1,008,800
09/2000
10
600,000 6,000,000
390,000 3,900,000 Cash
None
06/2001
10
700,000 7,000,000
Offering for
GDR 200,000
534,000 5,340,000 Capitalization
of Profits
1,440,000
06/26/1996 SFC
No. 40155
06/10/1997 SFC
No.46641
06/08/1998 SFC
No.49408
06/23/1999 SFC
No.57760
06/03/2000 SFC
No.48003
09/18/2000 SFC
No 72620
None
06/27/2001 SFC
No 140791
12/2001
10
700,000 7,000,000
544,742 5,447,424 Merger from
None
Grandtech
10,742
12/12/2001 SFC
No 173137
06/2002
10
1,000,000 10,000,000
694,950 6,949,500 Capitalization None
05/30/2002 SFC
41
of Profits
957,334
And Capital
Surplus
544,742
07/2003
10
1,000,000 10,000,000
777,504 7,775,040 Capitalization
None
of Profits
130,590
And Capital
Surplus
694,950
06/2004
10
1,000,000 10,000,000
875,254 8,752,544 Capitalization
None
of Profits
355,500
And Capital
Surplus
622,004
07/2005
10
1,050,000 10,500,000
945,570 9,455,700 Capitalization
None
of Profits
487,576
And Capital
Surplus
175,051
Employee
Stock Option
40,529
11/2005
10
1,050,000 10,500,000
948,147 9,481,472 Employee
None
Stock Option
25,772
03/2006
10
1,050,000 10,500,000
948,730 9,487,297 Employee
None
Stock Option
5,825
06/2006
10
1,050,000 10,500,000
949,784 9,497,844 Employee
None
Stock Option
10,547
06/2006
10
1,200,000 12,000,000 1,021,358 10,213,578 Capitalization
None
of Profits
508,844
And Capital
Surplus
189,230
Employee
Stock Option
17,660
11/2006
10
1,200,000 12,000,000 1,022,777 10,227,773 Employee
None
01/2007
10
1,200,000 12,000,000
Stock Option
14,195
512,212 5,122,119 Capital
Reduction
5,114,358
Employee
Stock Option
8,703
No.129546
05/22/2003 SFC
No.0920122560
06/15/2004 SFC
No.0930126644
07/11/2005 FSC
No. 0940127940
TSE
No.09400288741
TSE
No.09400340711
TSE
No.09500052761
TSE
No.09500116511
FSC
No.0950126238
TSE
No.0950030505
None
FSC
No.0950159014
03/2007
10
1,200,000 12,000,000
512,954 5,129,537 Employee
None
Stock Option
7,418
09/2007
10
1,200,000 12,000,000
554,240 5,542,399 Capitalization
None
of Profits
288,622
And Capital
42
TSE
No.0960005441
FSC
No.0960038299
Surplus
102,415
Employee
Stock Option
21,825
11/2007
10
1,200,000 12,000,000
556,051 5,560,514 Employee
None
Stock Option
18,115
03/2008
10
1,200,000 12,000,000
556,750 5,567,504 Employee
None
Stock Option
6,990
05/2008
10
1,200,000 12,000,000
556,893 5,568,931 Employee
None
Stock Option
1,427
09/2008
10
1,200,000 12,000,000
598,203 5,982,028 Capitalization
None
of Profits
301,637
And Capital
Surplus
111,092
Employee
Stock Option
368
02/2009
10
1,200,000 12,000,000
596,910 5,969,099 Treasury
None
03/2014
10
1,200,000 12,000,000
591,995 5,919,949
Stock
write-off
12,929
Treasury
Stock
write-off
4,915
TSE
No.0960037136
TSE
No.09700075761
TSE
No.09700142371
FSC
No.0970036239
TSE
No.0980003591
None
TSE
No.10300058351
Issued Shares
Authorized Capital
Treasury Stock
Shares
Un-issued
Shares
April 14th, 2020/Unit: shares
Total
Remark
591,994,919
0
608,005,081
1,200,000,000
Type
Common
Share
43
SHELF REGISTRATION
Shares
Expected to Issue
Total
Shares
N/A
N/A
Type
N/A
Amount Amount
Price
N/A
N/A
Issued Shares
Objective and
Expected Benefit
of Issued Shares
Expected time
of Un-issued
Shares
Remark
N/A
N/A
N/A
4.1.1 Composition of Shareholders
Shareholder
Amount
Governmen
t
Financial
Institutions
Others
Juridical
Person
Foreign
Institutions
and natural
Person
Domestic
Retail
investors
April 14th, 2020/Unit: share
Treasury
Stock
Total
3
263
0
0
0.0%
69,174
67,048 24,041,542 71,776,505 496,109,824
83.81%
0.01%
Persons
Shares
Shareholding
Note: The first-listed companies and cabinet companies should disclose their shareholdings in land-based capital;
land-based capital refers to the people, legal persons, organizations, and other organizations in mainland China as
stipulated in Article 3 of the People's Republic of China to Taiwan Investment Permit Measures, or its investment in a
third region.
69,574
0
0 591,994,919
100.00%
12.12%
4.06%
0.0%
134
4.1.2 Distribution Profile of Shareholder Ownership – Common Share
April 14th, 2020/Par value per share: NT$10
Shareholding Ownership
Number of Shareholders
(persons)
Shares Owned
(shares)
Holding
(%)
1~999
1,000~5,000
5,001~10,000
10,001~15,000
15,001~20,000
20,001~30,000
30,001~40,000
40,001~50,000
50,001~100,000
100,001~200,000
200,001~400,000
400,001~600,000
600,001~800,000
800,001~1,000,000
Over 1,000,001
Total
33,668
23,984
5,823
1,693
1,343
1,083
501
394
590
287
111
30
17
13
37
69,574
2,377,045
55,520,345
47,205,974
21,434,491
25,248,348
28,153,634
18,269,353
18,463,084
42,545,354
40,358,979
31,545,791
14,885,266
12,097,453
12,069,096
221,820,706
591,994,919
0.40%
9.38%
7.97%
3.62%
4.26%
4.76%
3.09%
3.12%
7.19%
6.82%
5.33%
2.51%
2.04%
2.04%
37.47%
100.00%
4.1.3 Distribution Profile of Shareholder Ownership – Preferred Shares
Not Applicable
44
4.1.4 Major Shareholders
Shareholding
Name
Chou-Chye Huang
De-Zhong Liu
Norges Bank
Global View Co., Ltd.
Chih-Hao Gong
Polunin Emerging Markets Small Cap Fund, LLC
Wen-qin Li
Chase Managed Advanced Starlight Advanced
General International Stock Index
The American branch of JPMorgan Chase Bank Taipei
is entrusted with the custody of Vanguard's emerging
market stock index fund investment account
Citibank (Taiwan) Commercial Bank is entrusted with
the custody of the DFA Investment Diversity Group's
emerging market core portfolio investment account
Shares Owned
Holding %
April 14th, 2020
92,737,817
13,045,795
11,466,000
10,038,049
8,333,160
7,732,825
7,000,000
6,244,752
5,292,000
15.67%
2.20%
1.94%
1.70%
1.41%
1.31%
1.18%
1.05%
0.89%
5,086,153
0.86%
4.1.5 Net Worth, Earnings, Dividends, and Market Price per Share
Year
2018
2019
Item
Market Price
Net Worth
Highest
Lowest
Average
Before Distribution
After Distribution
Weighted Average Shares
Earnings Per Share
Dividends Per Share
Return on Investment
EPS (Note 2)
Before Adjustment
After Adjustment
From Profits
From Surplus
Cash Dividends
Stock
Dividends
Accumulated Undistributed Dividends
Price/Earnings Ratio (Note 3)
Price/Dividend Ratio (Note 4)
Cash Dividends Yield Rate (Note 5)
19.00
9.66
14.24
14.30
13.94
588,434,923
0.01
0.01
0.36(Note6)
-
-
-
1,424.00
39.56
0.03
14.85
10.85
12.97
13.82
(Note1)
588,434,923
0.03
(Note1)
(Note1)
(Note1)
(Note1)
(Note1)
432.33
(Note1)
(Note1)
Ended of
March 31st,
2020
13.90
7.42
11.20
13.52
(Note1)
588,434,923
(0.21)
-
-
-
-
-
(Note7)
-
-
Note 1: Pending shareholders’ approval
Note 2: Retroactively adjusted for stock dividends and stock remuneration to employees
Note 3: Price/Earnings ratio=average market price/earnings per share
Note 4: Price/dividends ratio=Average market price/cash dividends per share
Note 5: Cash dividends yield rate=cash dividend per share/average market price per share
Note 6: Capital reserve cash is NT$ 0.36 per share, and the surplus is calculated as surplus NT$ 0 per share, totaling NT$
0.36 in cash per share
4.1.6 Dividend Policy
a) Dividend policy in the “Article of Incorporation”
Our dividend policy is made according to regulations set forth in the “Company Act” and the “Article of
Incorporation”. The dividends can be in the form of cash or stock, which depends on the status of
company’s capital, financial structure, operational needs, retained earnings and industrial environment.
The dividend policy for this year will follow the aforementioned rules and maintain the policy of cash
dividend with stock dividend, while cash part shall not be less than 10% of the total dividend.
b) Stock dividends for 2019
The company's 2019 loss appropriation plan was approved by the board of directors on March 30, 2020.
There is no dividend to be distributed in the 2019 resolution. (Not yet approved by the shareholders'
meeting).
c) The proposed capital reserve of the shareholders' meeting is cashed out
45
The Company's capital reserve for the year 2019 was cashed out, was approved by the board of
directors on March 30, 2020 (not yet passed by the shareholders' meeting), it is proposed to allocate
more than NT$177,598,476 of the capital reserve of the excess amount of the issued amount of the
issued shares to the shareholders, shareholding of the cash register on the basis of the capital reserve,
NT$0.3 in cash per share.
d) Expected Variation: None
4.1.7 Impact to Profits and EPS Resulting from Dividend Distribution
Due to no official financial guidance there is no related information to disclose.
4.1.8 Profits Distributed as Employee Rewards and Directors and Supervisors’
Compensation
a) Regulations Concerning Rewards to Employees, Directors, and Supervisors in the “Article of
Incorporation”
If the Company has a profit for the year, should be raised not less than one percent for the staff and not
more than one percent. Five for the directors reward. But the company still has accumulated losses
(including the adjustment of undistributed surplus amount), should be kept in advance to make up the
amount.
The former employee is remunerated by stock or cash, which shall be made to include the employees
of the subsidiary who meet the conditions set by the Board. The remuneration of the former directors is
only in cash.
The first two items should be resolved by the board of directors, and report to the shareholders'
meeting.
When allocating the net profits of each fiscal year, the Company should pay the taxes and make up the
losses in previous years; and then shall set aside 10% of the rest after paying tax and making up loss as a
legal capital reserve until the accumulated legal capital reserve has equaled the total capital of the
Company; In accordance with the law or the competent authorities, to allocate or rotate the special
surplus reserve, the surplus, together with the previous accumulated unallocated surplus, is the
shareholder's dividend, the board of directors is proposing to assign a motion, to be circulated after the
resolution of the shareholders' meeting. But the ratio of the distributions offered by the surplus and the
cash dividends of the shareholders, depending on the actual profit and the state of the funds, adjusted
by the shareholders' meeting. The above cash dividend shall not be less than 10% of the total dividend
of the shareholders to be distributed, but the cash dividend per share is lower than NT$0.5 will not be
issued.
In the event that the previous year's accrued or current year occurred but the annual after-tax surplus
was not included in the shareholders', accrual of the same amount of surplus reserve due from the
previous year's accumulated unallocated surplus, and deducted before being allocated for distribution.
b) No information such as employee compensation and directors' compensation for 2019 was allotted
this year
c) Bonus to Employees, Directors, and Supervisors for last fiscal year
Approval by shareholders’ meeting on June 10th, 2019, the company decided to distribute the profits
of 2018
Cash rewards to Employee NT$79,590
Cash bonus to Directors NT$119,384
The above distributions are not different from those of the Board of Directors of the Company dated 14 March 2018.
4.1.9 Buyback of Common Shares
None
4.2 Issuance of Corporate Bonds
None
4.3 Preferred Shares
None
46
4.4 Issuance of GDR
Item
Issuing Date
Issuance & Listing
Total Amount
Offering Price per Unit
Issued Units
Underlying Securities
Common Shares Represented
Rights and Obligations of GDR holders
Trustee
Depositary Bank
Custodian Bank
GDRs Outstanding
Issuing Date
March 16, 2001
March 31st, 2020
March 16, 2001
London Stock Exchange Listed
US$191,400,000
US$9.57
14,737,222.5
Offering 20,000,000 new shares of common stock of par
value NT$10
29,474,455 Common Shares
Same as common share holders
N/A
The Bank of New York
Mega International Commercial Bank
176,225 units
All fees and expenses related to issuance of GDRs were
borne to the selling shareholders and Sunplus, while the
maintenance expenses such as annual listing fees,
information disclosure fees and other expenses were
borne by Sunplus
Apportionment of the expenses for the issuance and
maintenance
Terms and Conditions in the Deposit Agreement and
Custody Agreement
-
Closing price
per GDRs
2019
January 1 to March 31, 2020
Highest
Lowest
Average
Highest
Lowest
Average
US$0.95
US$0.71
US$0.84
US$0.91
US$0.49
US$0.76
4.5 Employee Stock Options Plan
4.5.1 Issuance of Employee Stock Options and Its Impact to Shareholders Equity
4.5.2 Stock Option to Management Team and Top 10 Individual
4.6 Restricted Employees Stock
Not applicable
4.7 Mergers and Acquisitions
Not Applicable
V. Financial Plan & Implementation
Not Applicable
47
VI. Business Highlight
6.1 Business Activities
6.1.1 Business Scope
a) Major Business
CC01080 Manufacturing of electronic component
I501010 Product Designing
F401010 International Trading
I301010 Software Design Services
I301020 Data Processing Services
R&D, Manufacturing, Testing, Selling of
(1) ICs
(2) modules
(3) Application software
(4) IPs
(5) Trading and Agency Business of ICs
4 Product Segments and Sales Amount
Product Categories
Amount
Percentage %
2019
Unit: NT$K, %
IC income
Other
Total
5,110,744
401,586
5,512,330
92.71
7.29
100.00
6.1.2 Plan to develop new products (services)
Company
Plans to develop new products
(1) Car entertainment system chip
(2) Vehicle smart cockpit system chip
(3) Vehicle navigation and driving assistance
system flat
(4) Medium and high-order Soundbar system
Sunplus Technology
chip
Generalplus Technology
(5) High-speed interface IP
(6) High - performance data converter
(7) Analog IP
(8) Industrial control system chip based on
sunplus Plus1 architecture
(1) A new generation of speech synthesis
control chip
(a) High sound quality and high volume PWM
driver
(b) OTP / Flash memory, can quickly update
the code
(2) Digital audio and voice recognition control
IC:
(a) High-resolution Sigma-Delta ADC
recording device
(b) High sound quality Class-D broadcast
drive device
(c) Flash memory, can quickly update the code
(3) LCD control IC:
(a) Low-power platform capable of single
battery operation
(b) OTP memory, can quickly update the code
(4) Multimedia application control IC:
(a) High-performance Cortex-A series 32-bit
platform
(b) More display technologies and interfaces
48
(CVBS, HDMI, MIPI)
(c) Advanced image processing (ISP, GPU,
H.264, computer vision and AI deep learning)
(d) DDR2/DDR3 DRAM interface
(5) Microcontroller:
(a) Cortex-M0 motor drive control IC
(b) Highly integrated wireless charging IC
(c) High-sensitivity touch IC
(6) Other ICs:
(a) Various peripheral chips supporting the
main control IC
(b) More complete power control IC
(c) Higher quality audio amplifier IC
(1) Very low power USB image processing IC
(2) USB3.0 4K image processing IC
(3) Image processing IC with intelligent image
detection function
(1) Front loading regulation Automotive USB
TYPEC PD3.0 Charger IC.
(2) MCU chip and subsystem based on
RISC-V instruction set
(3) Endpoint deep learning software and
hardware accelerator and its AIOT application
chip
Sunplus Innovation Technology
Jumplux Technology
6.1.3 Industry Overview
a) Industry Status and Exhibition
2019 global IC design industry share to the highest in the United States, Taiwan second, China has
grown fast and has risen to third place. According to the Institute of Industry Intelligence Research
(MIC) estimates, Taiwan IC design industry in 2019 outstanding performance, 2020 will originally
maintain growth momentum, and because of the strong demand for high-end process, Taiwan wafer
foundry output will grow. And driven by high-end packaging needs, Taiwan IC packaging and testing
industry to restore growth momentum. In the IC design industry, ITRI IEK industry analyst Zhehao
Fan pointed out, at present, the international semiconductor manufacturers emphasize life applications
and user experience, technology layout direction will also be its own advantages of technology as the
core, locking the wisdom of computing, wisdom, sensory transmission and other things required for
the development of the three major technical direction, build a more open industrial ecology, more
interoperable platform.
b) Supply Chain
In the product development flow, Sunplus focuses on IC design, system design, wafer testing and sales
services but out-sources most of the manufacturing including mask making, wafer fabrication, wafer
sawing, packaging and final testing. The infrastructure of semiconductor industry in Taiwan is very
efficient; we have foundries like TSMC, UMC, etc., and backend assembly and testing houses such ASE,
SPIL and KYEC. Since those factories are located in Hsinchu Science Park or nearby, the “Cluster”
effect could enable high production efficiency.
c) Market Trend and Competition
Company
Main Product
Sunplus
IC products are used in automotive
infotainment systems, advanced
driver assistance systems (ADAS),
home audio Soundbar and DVD
players, and authorized high-speed
interface IP, high-performance data
converter IP and analog IP
49
Product development trends and competitive
situation
In recent years, Lingyang has focused on the
development of automotive chip products and
system platforms, and has successively
launched advanced driver assistance system
(ADAS) chip platform products, as well as
automotive information entertainment systems
(IVI). In the IVI product line, Sunplus
continues to develop a single chip that
supports the interconnection functions of
mobile phones such as Apple CarPlay and
Google Android Auto. It is currently the
industry's most optimized system cost
solution. The follow-up strategy is to increase
the computing power of the chip and invest in
a higher-order process to build AI functions
into the system to enhance its competitive
advantage.
In the home audio-visual entertainment
segment, the SoundBar product line continues
to be developed based on the DVD player
technology and customer base. The 3D
surround sound field (such as Dolby Atmos,
DTS: X and other technologies) has been
generally accepted by consumers. Lingyang
has a deep cooperation foundation with Dolby
and DTS, and has successively launched
products that support 3D sound field. The
development strategy is to optimize the system
Introducing a more integrated SoC, it is
expected to reduce the price of terminal
products and expand the penetration rate of 3D
sound field products.
Lingyang also provides high-speed interfaces,
data converters and analog IP licenses.
In addition, Lingyang also launched the Plus1
architecture. The C + P architecture developed
by it solves the problem that the advanced
process of the semiconductor industry cannot
match the market volume. The C + P
architecture is a Computing Unit plus a
Peripheral Unit. The process and the
computing power can keep up with the trend of
the times, and the peripheral units of the
Peripheral Unit use mature processes to
achieve reasonable development costs. Based
on this architecture, the industrial Linux SoC
development platform SP7021 has been
launched on the market.
A. Educational learning platform
The highly integrated ARM9 SoC up to
513MHz, in addition to full HD 1080P full HD
H.264 image compression and decompression,
also has the flexibility of CPU and DSP
(Digital Signal Processor) powerful
computing capabilities.
Provide a competitive hardware platform,
provide customers with complete solutions in
the development tools and libraries to quickly
and effectively serve customers.
B. Smart interactive toy market
In the field of interactive toys, injecting AI
technology concepts into the toy market is
expected to lead the market trend and create
new and different interactive toys. The model
of product innovation is divided into
technology-driven market and market
feedback to drive the company's technological
innovation.
C. Wireless charging market
In the product development, 15W products are
Generalplus
A. Educational learning platform
B. Smart interactive toy market
C. Wireless charging market
D. Driving recorder market
50
launched, which can be applied to mobile
phones, mobile power supplies, charging back
clips and other various devices suitable for
wireless charging. It also successfully
introduced into the automotive pre-installation
market and mass production.
D. Driving recorder market
Will continue to develop on the development
of multi-channel cameras and intelligent
driving assistance systems, with a view to
diversifying product applications.
The main supplier of optical mouse image
sensors is mainly the original phase
technology. The company launched a highly
integrated single-chip wired optical gaming
mouse to provide customers with total
solutions.
The products built by our company in external
Webcam and NB have obtained the quality
recognition of major international
manufacturers including Logitech HP DELL
Lenovo Acer and other brands, and become
their long-term cooperative supplier.
Front-loading regulation product line: With
the continuous shipment of front-loading
customers, we continue to work on the
peripheral chips of the relevant front-loading
regulation.The current main competitors are
Microchip, ST, Ti, NXP.
Storage product line: Cooperate with strategic
customers to develop UFS-related high-speed
storage ICs, and make product differentiation
with main rivals Huirong and Qunlian.
Endpoint deep learning software and hardware
accelerators and their AIOT application chips:
In the market where AIOT has erupted, we are
actively developing customized and
diversified neural network acceleration ICs
with high computing power and low power
consumption.
Sunplus
Innovation
Technology
Micro-control product line, used in
computer and home appliances
such as keyboard, mouse, and
remote control; Image product line,
used in external network camera,
NB laptop built-in network camera
Jumplux
Technology
Front loading regulations USB
MediaHub IC
Front loading regulations USB
TYPEC PD3.0 Charger IC
UFS high-speed storage bridge IC
MCU chip and subsystem based on
RISC-V instruction set
Endpoint deep learning software
and hardware accelerator and its
AIOT application chip
6.1.4 Technology and Development
a) R&D expenditure
Year
2019
Ended March 31st, 2020
Unit: NT$K, %
1,481,269
27%
363,100
35%
Item
Expense
Percentage to Revenue
b) R&D Accomplishment
Company
Sunplus
Accomplishment
(1) H.264 decoder
(2) MPEG2/4 decoder
(3) Servo Control
(4) HDMI DVD
(5) JPEG decoder
(6) Video encoder
(7) CarPlay / Android Autod single chip and system
Applications
(1) High-end car
infotainment system chip
(2) Smart cockpit platform
products for high-end
vehicles
(5) Medium and high-end
Soundbar system chip
51
platform
(8) ADAS system platform
(9) 3D surround sound field DSP and system
platform
(10) Plus1 architecture
Generalplus
(1) Development and completion of GPC74B full
series of voice / music synthesis controller chips
(2) Development of Cortex-M0 voice recording
platform with 81MHz operating frequency
(3) Develop a new generation of 32-bit SoC high-end
handheld open application platform
(4) Development of 32-bit Cortex-M0 sine wave
drive control IC GPM32F0118B
(5) GPMQ series product development
(1) Mouse, keyboard, smart remote control
(2) Low power consumption and high integration
NB Camera control IC
(3) Machine vision intelligent image
(4) ISP technology-TNR HDR WDR
Sunplus
Innovation
Technology
Jumplux
(1) USB Display IC
(2) Automotive Mediahub IC
(3) USB3.1 to UFS2.1 Bridge IC
52
(6) High-speed interface IP
(7) High-performance data
converter IP
(8) Analog IP
(9) Industrial standard
Linux open platform SoC
(1) Integrate CPU, OTP,
RAM, I / O, timer and high
resolution digital audio
amplifier drive circuit.
(2) In addition to
integrating high-resolution
Sigma-Delta ADC
recording devices and
integrating high-quality
performance Class-D
broadcasting devices.
(3) Built-in image
processing unit, computer
vision processing unit,
voice processing unit,
cooperate with
self-developed deep
learning and audio and
video processing
algorithms, develop
various types of ELA
education and learning,
STEAM scientific toys,
driving recorder, sports
camera, aerial camera
application.
(4) Integrate Flash ROM,
RAM, DMA,
Programmable PWM,
1Msps 12-bit ADC and
high-speed OPA to provide
peripheral circuits and
efficient DC brushless
motor solutions.
(5) Newly developed 15W
IC solution, integrated high
and low voltage
components and passed
WPC EPP certification.
(1) Very low power USB
image processing IC
(2) USB3.0 4K image
processing IC
(3) Image processing IC
with intelligent image
detection function
(4) Gaming mouse control
IC
(1) USB TYPEC PD3.0
Charger IC
(2) MCU chip and
subsystem based on
RISC-V instruction set
(3) Endpoint deep learning
software and hardware
6.1.5 Business Plan
accelerator and its AIOT
application chip
Short-term business plan:
In terms of automotive chip products and system platforms, Sunplus Technology has
successfully developed CarPlay / Android Auto (DA, Display Audio) audio and video systems
for vehicles and successfully introduced to Japan, South Korea and China before and after
installation customers. At present, the terminal product sales area is mainly Japan , North
America, South America, Southeast Asia, etc. In the past year, the total sales volume of the
global auto market has declined, and automakers and first-tier suppliers have sought to increase
the demand for DA products, so these products have shown better cost performance. Following
this trend, Lingyang will invest more business resources to expand the pre-installation channels,
especially in the Chinese market. In terms of household Soundbar and audio products, we
continue to work closely with major audio and audio codec manufacturers to integrate advanced
audio processing technology on Sunplus ’system platform and promote it to international brand
customers, which have been imported into Japan, South Korea and North America Mass
production of international brand customers, follow-up will continue to improve the product line,
complement low-end and middle-high-end product blocks, to provide customers with a more
comprehensive product portfolio.
Generalplus focuses on consumer electronics chips, product lines include voice, multimedia, and
microcontroller chips, and product development ranks the market leader. The main applications
include multimedia interactive toys, educational learning, voice and LCD control, MP3,
consumer digital camcorders and MCU and other related applications. In the consumer product
line, it is expected to maintain stable growth and profitability. In the multimedia product line,
focusing on intelligent interactive robots, wearable devices, IoT start-up products, driving
recorders, aerial recorders, sports DVs, etc., is expected to continue to grow in product
development and market expansion. In the MCU product line, more emphasis will be placed on
the planning and development of new product lines and the establishment of new customers,
investing more resources and accelerating the expansion of product lines.
Sunplus Innovation Technology focuses on the development of computer peripheral application
chips. Products include PC man-machine interface device chips, network camera chips, optical
sensors, remote control ICs, etc. The sales in 2019 will mainly come from PC-related camera
control chip solutions, consumer image processing solutions, computer mouse controller chips
and remote control chips. Continue to deepen the image processing technology, and at the same
time invest in the field of machine vision, add more value to the image product program, and can
continue to grow steadily in the future.
Jumplux Technology focuses on the development of peripheral chips and high-speed storage
chips for front-loading. Currently, the top ten customers account for approximately 100% of the
total revenue. The customer structure is sound and the risk is low. The main sales areas are
Taiwan, Hong Kong and the mainland. At present, Tier1 customers' pre-loaded products are
introduced into mass production, and they are still mainly based on Sino-foreign joint venture
brands in North America and Europe on the mainland. Starting in 2020, the domestic domestic
brand car manufacturers will also be introduced into mass production. In addition, in 2019, the
USB Media Hub SPD10X series will also be redesigned to meet the needs of Tier1
customers ’various brand models. Several related ICs currently designed have also been tested
and related certifications on the client side. It is expected that 2020 will bring new Camp sports.
53
Long-term development:
Sunplus Technology includes all of the Group's consolidated entities, will continue to deepen its
core competitiveness in all areas, strive to expand the market to increase market share, develop
high value-added products to improve gross margin, observe the boom and market trends, adjust
and optimize the product line Reinvestment to improve the performance of industry and industry
investment, at the same time, it actively invests in the development of advanced technologies and
products, expands the scale of operations, enriches the operating team and enhances the
company’s visibility and image, in the hope of creating more profit for all shareholders.
6.2 Market Status
6.2.1 Market Analysis
a) Market Analysis by Region
Area
Amount (NT$K)
Percentage (%)
2019
Unit: NT$K, %
Asia
Taiwan
Others
Total
b) Market Share
3,499,818
1,956,236
56,276
5,512,330
63.49
35.49
1.02
100.00
The Industrial Economics and Trends Research Center (IEK) of the Industrial Technology Research
Institute calculates the output value of Taiwan ’s IC industry in 2019 to be 266.6 billion yuan, a 1.7%
increase from 2018. Among them, the output value of the IC design industry was 692.8 billion yuan, an
increase of 8.0% from 2018; the IC manufacturing industry was 1.47 trillion yuan, a decline of 0.9%
from 2018. Among them, the wafer foundry was 1.131 trillion yuan, a growth from 2018 2.1%, memory
and other manufacturing was 159.6 billion yuan, a 20.4% decline from 2018; IC packaging industry was
346.3 billion yuan, a 0.5% increase from 2018; IC testing industry was 154.4 billion yuan, a 4.0%
increase from 2018.
The company's 2019 consolidated revenue is NT $ 5.51 billion, with a market share of approximately
0.8%.
c) Demand and Growth
The MIC pointed out that demand for special application chips (ASICs) is expected to increase in 2020,
and Taiwan ’s IC design related companies are expected to benefit. Senior industry analyst Ye Zhenxiu
pointed out that the demand for ASIC chips has always existed, but the rising demand has been observed
since 2019. In the past, mainstream demand focused on 3C, but with the development of the Internet of
Things, it has driven product categories toward diversified development, including AI Development has
also opened up the market demand for customized chips in the cloud and terminals. Under this wave of
demand, Taiwanese manufacturers are expected to benefit simultaneously. In addition to existing IC
design service providers, traditional IC design manufacturers can also use the accumulated bottom layer
in the past. IP is the basis for developing ASIC services, with advanced process development experience
to provide services.
Ye Zhenxiu, senior industry analyst at MIC, said that Taiwan ’s IC design service revenue has
maintained a growth rate of approximately 10% year-on-year. From this, it can be seen that demand is
still growing steadily. Although ASIC accounts for a small proportion of the overall, customized
services The high gross profit also attracts many traditional IC design companies to invest in it. Taking
the dynamics of Taiwanese manufacturers as an example, in the past, IC design service providers such as
Creative and Chihara provided ASIC design services. Now MediaTek and Lingyang have also
established ASIC departments to develop their own IP and high-end process chip development through
long-term accumulation Ability to assist customers to develop unique application chips and further
expand applications to markets other than 3C. In the process part, the package integrates chips of
different processes such as sensors, memory, and processing cores through the type of SiP module to
improve chip computing efficiency and bring chip diversity. In view of this, Lingyang has invested a
relatively large amount of resources in the IC development of the Smart Computing Project (Plus1) in
the past few years, which can be applied to AI. As customers gradually understand acceptance and
54
market demand increases, sales will have the opportunity to grow year by year.
Company
Product
Demands
With advanced ADAS related
systems gradually listed in the
legislation implementation
regulations of various countries,
first-line depots have also
introduced ADAS applications,
the market adjustment agency
estimates that ADAS' compound
annual growth rate can reach
35%, and Barclays expects ADAS
penetration rate will exceed 25%
by 2021, future related
applications will become more
popular, Strategy Analytics
predicts ADAS output will exceed
26 billion U.S. dollars by 2026.
Electronic education toys have
been more than ten years of
history, because of its excellent
interaction and sound and light
effects, can help children to learn
from the shape, name, number to
text and so on, through fun games
and interactive processes, due to
the prevalence of smart phones
and tablet PCs, for school age
children and adolescents, in the
electronic trend, manufacturers
have also begun to launch such as
Tablet PC learning platform,
children in the subtle, but also
because the learning effect is
better than traditional books
development of fast learning, so
the market continues to grow
rapidly.
The field of smart interactive toys
is the company's key development
direction and is the IC design
company with the highest market
share. In addition, in high-end
products, 16 / 32-bit SoC control
chips are also used in countless
products every year, such as
karaoke, electronic pianos,
children's cameras, TV interactive
entertainment platforms and
wearable devices. In addition,
intelligent photorealistic pets and
robots are currently the hottest
topics. Under the trend of aging,
more products have been
designed to be used by older
ethnic groups.
At present, the top five mobile
phone brands (Apple, Samsung,
Huawei, Xiaomi, Oppo) officially
Sunplus
Car infotainment &ADAS
Generalplus
Education and learning toys
Intelligent interactive toys
Wireless charging
55
support wireless charging,
showing that the market is
constantly following this trend.
The most representative is Apple's
Bluetooth wireless headset
AirPods charging box also
launched wireless charging
Version, allowing this application
to quickly spread to a variety of
products, and even in the newly
launched AirPods Pro, the
original wireless charging was
changed from optional to standard
equipment. The volume will
continue to increase.
The global overall driving
recorder market has a growth rate
of about 15%. The latest
electronic rearview mirror and
voice control are popular products
this year. In 2019, Lingtong still
steadily occupies China's overall
domestic and foreign sales in the
driving recorder market. 4 ~ More
than 50% of the market share. In
addition, the market share of
children's cameras is estimated to
exceed 60%.
The market for PC-based cameras
and mouse keyboards is flat. The
demand for cameras has great
potential opportunities in smart
home appliances and new retail.
The company has invested in
research and development of
high-end imaging products to
create new products and
applications suitable for machine
vision. In addition, it also actively
increases non-PC related product
lines such as high-speed wireless
cameras and car cameras, etc.
The automobile is hailed as the
fourth C after the 3C market in the
electronics industry. Especially
with the joint investment of the
automobile and electronics
industries, the market has begun
to accelerate development, and
the industry, government, and
academia are also optimistic about
its future potential. According to
the international management
consulting company Bain &
Company ’s report pointed out
that the ADAS ecological supply
chain includes inter-vendor
technology, software, hardware
and services. The output value in
2025 is $ 26 billion. In addition to
the MediaHub that has been
Driving recorder market
Sunplus Innovation
Mouse keyboard controller
PC / NB cam
Jumplux
Front-loading peripheral market
AIOT market
56
shipped, the current scene is also
actively invested Development
with related peripheral chips, such
as the USB charging chip of the
front loading machine, and the
class AB amplifier chip of the
front loading car audio.
d) Advantages and disadvantages of competitive advantages and development prospects
(1) Competition Analysis
(a) Accumulation and impartation of the experience of the R&D team
The company since its inception in 1990 that is positioned as IC design company, management
team has established a complete product development, technology management, marketing
and other systems, and passed on to the backward employees, so that technology without
fault, customers less complain, the staff personal growth achievements. In addition, Sunplus
and actively establish a patent layout, so that the core IP research and development can create
more value.
(b) Focus on high-level consumer IC market, enlarge the distance from competitors
Since the IC market is extremely competitive and stagnation is an ever-present trap, we keep on
bringing in a large number of R&D resources to develop new high-level consumer products and
widening the distance between us and other competitors. Meanwhile, Sunplus’ numerous
product lines give us a tremendous advantage over our competitors. We are the kind of
customer that prized by most wafer foundries because our wafer demand does not fluctuate
when a few products are eliminated. Due to our steady stream orders to our wafer suppliers, we
enjoy more consistent wafer supply during peak seasons over our competitors. This also allows
us to keep our wafer costs at a competitive rate.
(c) Strategic cooperation with upper stream and down- stream factories
In recent years, Sunplus has increased cooperation between our upper stream and down-stream
factories. We believe that this new strategic and more dynamic cooperation relationship will
bring positive contributions to our production and marketing in the long term.
(d) Maintain long-term and stable cooperative relationship with customers
Consumer electronic products rely on IC to raise their added-on value; consequently the
manufacturers and brand-names choose their IC suppliers with extreme caution by evaluating
their product specification, features, delivery term, yield rate, and sales service. IC design
houses have to work in coordination with customers to build up long-term relationship and
facilitate the cooperation.
Sunplus is always devoted itself to cutting-edge technology development and have accumulated
IC design expertise. We also adopted distributors as expanding sales channels to reach more
customers with strongly support and best service. Till today, we have sustained a strong
relationship with a lot of end-product manufacturers worldwide.
(2) Advantages
(a) Sunplus offers high value-added products to enable customer to win the market.
(b) The growing demand for SoC complicates IC product development and raises the entry barrier,
which benefits IC design companies with rich resources like Sunplus.
(c) Sunplus has strong IC design capability to meet customers’ requirements for time to market and
costs reduction.
(d) Sunplus has built up long-term relationship with wafer foundries due to our steady demand for
wafers, and therefore we can get stable supply and lower prices from wafer foundries.
(e) Sunplus have developed a strong technology and customer base on car entertainment IC that
makes Sunplus easier to get into automotive ADAS applications
(3) Disadvantages
(a) The competitors are mainly international and big IC design companies.
(b) Revenue and growth are slowing down due to poor PC demands.
57
(c) SoC design and integration of features and functions, which developing products costs are a lot
more than before, has become the trend of IC design.
(d) Consumer application demands link to world economics.
(e) There is high entry-barrier to get into automotive market.
(4) Business Strategy
(a) Developing new and high value-added products.
(b) Process migration to make per wafer productivity higher and drive cost down.
(c) Expanding strategic partnership with clients to create win-win situation.
(d) Collaboration with partners to broaden IP licensing sources.
58
6.2.2 Product Applications and Development Flow
a) IC Development Flow
Product Spec.
Product Spec.
Product Spec.
Product Spec.
Mask Making
Mask Making
Packaging
Packaging
IC Design
IC Design
IC Design
IC Design
& Layout
& Layout
& Layout
& Layout
System Design
System Design
& Coding
& Coding
System Design
System Design
& Coding
& Coding
Wafer Foundry
Wafer Foundry
Final Testing
Final Testing
Tape Out
Tape Out
Tape Out
Tape Out
Wafer
Wafer
Wafer
Wafer
C.P. Testing
C.P. Testing
C.P. Testing
C.P. Testing
After Sales
After Sales
After Sales
After Sales
Service
Service
Service
Service
In the product development flow, Sunplus focuses on IC design, system design, wafer testing and sales
services but out-sources most aspects of the manufacturing including mask making, wafer fabrication,
wafer sawing, packaging, and final testing.
6.2.3 Major Suppliers
The major materials are wafers, at present the main suppliers for domestic and foreign wafer foundry
manufacturers, whose wafer supplements are sufficient and stable.
Main raw material name
Major suppliers
Supply status
Quality and supply stability,
long-term cooperation, the supply
situation is good.
Wafer
A, B, C
59
6.2.4 Major Customers and Suppliers in the Recent Two Years
a) Major Customers
2018
2019
End of March, 31, 2020
Unit: NT$K
Customer
Sales
Amount
% of
Total
Sales
Relation
with
Sunplus
Customer
Sales
Amount
% of
Total
Sales
Relation
with
Sunplus
Customer
Sales
Amount
% of
Total
Sales
Relation
with
Sunplus
A
B
C
Others
Net sales
763,906
652,318
622,701
4,038,808
6,077,733
12.57
10.73
10.25
66.45
100.00
No
No
No
A
B
D
Others
Net sales
844,237
651,715
468,794
3,547,584
5,512,330
15.32
11.82
8.50
64.36
100.00
No
No
No
A
B
E
Others
Net sales
128,071
117,605
104,217
692,563
1,042,456
12.29
11.28
10.00
66.43
100.00
No
No
No
b) Major Supplier
2018
2019
End of March, 31, 2020
Supplier
Purchasing
Value
% of Total
Purchasing
Relation with
Sunplus
Supplier
Purchasing
Value
% of Total
Purchasing
Relation
with Sunplus
Supplier
Purchasing
Value
% of Total
Purchasing
A
B
C
Others
Net purchase
953,504
233,065
192,493
1,075,991
2,455,053
38.84
9.49
7.84
43.83
100.00
No
No
No
A
C
B
Others
Net purchase
762,121
188,444
145,227
818,577
1,914,369
39.81
9.84
7.59
42.76
100.00
No
No
No
A
C
B
Others
Net purchase
244,451
30,987
25,614
215,534
516,586
47.32
6.00
4.96
41.72
100.00
Unit: NT$K
Relation
with
Sunplus
No
No
No
60
6.2.5 Production
Year
Capacity
Product
Multimedia ICs
IC income
Total
Note: Sunplus out-sourced production to wafer foundries, so there is no capacity limitation.
643,298
17
643,315
-
-
-
2018
Output
Value
Capacity
3,670,886
23,111
3,693,997
Unit: thousand pcs, NT$K
2019
Output
547,812
17
547,829
-
-
-
Value
3,041,599
22,248
3,063,847
6.2.6 Sales
Product
IC income
Other ICs
Total
Year
2018
Unit: thousand pcs, NT$K
2019
Local
Export
Local
Export
Quantity
Sales
Quantity
Sales
Quantity
Sales
Quantity
Sales
189,206
-
189,206
1,894,980
13,490
1,908,470
386,708
52
386,760
3,768,079
401,184
4,169,263
189,589
-
189,589
1,940,267
15,969
1,956,236
363,463
-
363,463
3,170,477
385,617
3,556,094
6.3 Personnel Structure
Workforce Structure by Job Function
Year
R&D
Production
Administration
Total
Average Age
Average Years Served
Workforce Structure by Education Degree
Ph.D.
Master
Bachelor
Other Higher Education
High School
Total
2018
757
72
333
1,162
32.7
5.14
1%
38%
50%
7%
4%
100%
61
2019
710
72
284
1,066
36.9
6.88
1%
40%
49%
6%
4%
100%
End of
March 31, 2020
704
71
276
1,051
37.8
7.95
1%
40%
49%
6%
4%
100%
6.4 Environmental Protection & Expenditures
6.4.1 Environmental Protection
The company is a high-tech integrated circuit professional IC design firms, in the Hsinchu Science and Technology
Industrial Park in the semiconductor research and development, all products commissioned at home and abroad
well-known integrated circuit manufacturers manufacturing wafer, relevant aspects of the environmental pollution
regulations and the losses caused by non-violation of environmental regulations.
The vast majority of the company's office operations, no facilities and equipment to produce harmful pollution sources,
no expenditure on environmental protection operations. On the product, the foundry, package, and test foundry with the
best combination of quality, cost, and production efficiency are entrusted to reduce the consumption of defective products
and effectively reduce environmental expenditure directly and indirectly. If defective products are produced, they are
currently qualified manufacturers. Unpaid cleaning, no clean-up costs.
Sunplus does not violate any EPA regulation regarding pollutants and environmental protection.
To adhere to the conception of Earth Vision, Sunplus has established the environment protection system for fulfilling
policies, social responsibilities and obligations, and been ISO-14001 certified.
To reduce the environmental impact of E-Waste, Sunplus supplies customers with hazardous substances free (HSF) and
satisfying products, and has been IECQ QC080000 certified.
In order to reduce the impact of the greenhouse effect on the climate, Sunplus Technology conducts independent
investigation of greenhouse gas emissions in accordance with the ISO14064 standard and 100 years as the base year of
inspections in the Republic of China, and exposes it in the Corporate Social Responsibility Report (CSR Report),
according to the results of the self-examination, the annual greenhouse gas emissions in the past three years (2017-2019)
were 4284.82, 4585.41, and 4471.34 (tons of CO2 equivalent), of these, those that belonged to [Scope 1] and those
directly emitting emissions (such as official vehicle fuel consumption and generator oil) accounted for only about 0.001%
(2019 category 1 was 2.89 tons of CO2 equivalent). Yu Jun is an Scope II, and the indirect emission of energy such as
purchased electricity.
Sunplus is an IC design industry. More than 99.9% of greenhouse gas emissions are indirect emissions. The emission
sources mainly come from the water and electricity required by air-conditioning and office lighting. They have passed the
plant monitoring system, making air-conditioning equipment more efficient. , At the same time, to promote
energy-saving concepts and actions to colleagues, with a goal of reducing the amount by more than 2% annually,
reducing unnecessary waste, and the comparison has reached the standard in the past two years. (Greenhouse gas
emissions reduced by 2.49%).
In addition, it also actively strengthens employees’ awareness of environmental protection, promotes waste reduction,
recycling, energy conservation and water saving, and saves energy resource consumption in order to reduce the impact on
the environment.
6.4.2 Working Environment
As the leading company in IC design, it is the company's primary responsibility to care for and care for the company's
workers. We provide facilities and environments that are better than the Occupational Safety and Health Act, and set up
dedicated organizations and personnel to implement environmental safety and health management related matters.
The employees' workplaces are automatically checked regularly, and the labor operating environment is monitored every
six months (April and October each year) to ensure the safety of employees, the environment, and equipment.
In order to protect the physical and mental health of every colleague, the company conducts annual health checks for
general employees and senior executives that are better than the legal requirements to ensure that each employee can
master their own health status. There is also a medical room, and there are professional doctors resident every two months,
providing staff health consultation services, and even scheduling health promotion activities from time to time. More
importantly, we provide good breastfeeding rooms for women in the workplace, equipped with refrigerators and electric
milk collection equipment, and passed the Hsinchu County Workplace Friendly Breastfeeding Room Certification in
2015, so that every mother in need Can work at ease.
In addition, since April 2018, the company has promoted the establishment of occupational safety and health
management systems. It has also obtained ISO45001: 2018 Occupational Health and Safety Management Systems
(Occupational Health and Safety Management Systems) and CNS15506: 2011 (TOSHMS, Taiwan) in 2019.
Occupational Safety and Health Management System) Taiwan Occupational Safety and Health Management System, two
certifications of occupational safety and health management system; in response to the revision of TOSHMS to
CNS45001, the new version has been applied for conversion on December 26, 2019 and has been verified.
Management system
International standard code and
version
Valid from
Valid until
Environmental
Management System
Occupational safety and
health management system
ISO14001:2015
2017/02/10
2020/02/09
ISO45001:2018
TOSHMS
(CNS15506:2011)註
TOSHMS
(CNS45001:2018)
2019/02/25
2022/02/24
2019/03/12
2021/03/11
2020/02/07
2022/02/24
Note: Sunplus Technology's TOSHMS (CNS15506:2011) certification has been applied for a new version of the
verification on December 26, 2019, and the standard code is CNS45001:2018.
6.5 Employees
6.5.1 Employee Welfare
We strive to provide a clean and supportive environment for our employees. We established an Employee Welfare
Committee to operate welfare activities including emergency aid, educational grants, book purchase subsidies, social
club activities and overseas trips. We also comply with the Labor Standards Law to conduct labor insurance and
retirement system programs, and participation with the National Health Insurance plan according to the National Health
Insurance Act. Moreover, we also handle group insurance and insurance for employees’ family to ensure security for our
employees.
6.5.2 Pension Plan
Sunplus has a pension plan for all regular employees, which provides benefits according to the Labor Standard Law. The
Company makes monthly contributions, equal to 2% of salaries, to the pension fund, which is administered by a pension
fund monitoring committee. The contributions are deposited in the committee’s name in the Central Trust of China. Since
July 1, 2005, employees who choose Labor Pension Act Implementation Rules of the Labor Pension, the Company makes
monthly contributions, equal to 6% of salaries to the personal pension fund of Bureau of Labor Insurance.
6.5.3 Other Affairs
Sunplus have smooth commutation channels with employees. Employees could address their opinions to management
team directly. All operations are based on the Labor Standard Law. Sunplus’ labor relations are outstanding. We are
proud to say that there has not been a single loss resulting from a labor dispute since the establishment of the company.
6.5.4 Training
The Company provides various kinds of external professional training courses & internal training regarding management,
professional skills, general skills, special skills, and self-development.
6.5.5 Loss from Controversy between Labor and Management
None
6.6 Important Contracts
Contract
Lease of Land
Lease of office
Counter Party
Hsinchu Science Park
Administration
Hsinchu Science Park
Administration
Term
Content
Restriction
1995/8/01-2034/12/31
Lease of Land
Self-use
2019/01/01~2023.12.31
Lease of office
-
Licensing
ARM Limited
2007.12.27 ~
ARM7 TDMI-Score
Licensing
ARM Limited
2010.06.01 ~
CORETEX-A8 Score
Licensing
ARM Limited
2008.03.09 ~
ARM926EJ-Score
Licensing
ARM Limited
2016.03.09~
ARM CORTEX –M0
Only license
Generalplus
Only license
Generalplus
Only license
Generalplus
Only license
Generalplus
VII. Financial Statements
7.1 Condensed Financial Statement and Auditors’ Opinions by adopting IFRSs
7.1.1 Condensed Balance Sheet by adopting IFRSs-Consolidated
Year
Recent 5 Years (Note 1)
Item
Current Assets
Fixed Assets
Intangible Assets
Other Assets
Total Assets
Current
Liabilities
Non-Current Liabilities
Total
Liabilities
Equity Attributed to Shareholder of
Before Distribution
After Distribution
Before Distribution
After Distribution
2015
2016
2017
2018
2019
8,705,229
3,563,095
193,481
3,137,202
15,599,007
2,740,858
3,267,733
1,632,909
4,373,767
4,900,642
8,792,142
2,265,910
191,024
3,379,946
14,629,022
3,045,403
3,134,084
895,442
3,940,845
4,029,526
8,561,910
2,164,154
196,131
2,557,784
13,479,979
2,190,116
2,517,667
646,578
2,836,694
3,164,245
6,638,302
2,052,359
178,521
3,057,802
11,926,984
1,684,729
1,684,729
374,649
2,059,378
2,059,378
5,940,147
1,968,803
176,233
3,404,584
11,489,767
1,342,416
(Note 2)
574,660
1,917,076
(Note 2)
Unit: NT$K
End of
March 31,
2020
(Note 3)
5,660,889
1,981,737
165,533
3,330,087
11,138,246
1,140,035
(Note 2)
573,249
1,713,284
(Note 2)
the parent
9,530,012
9,024,254
8,966,236
8,465,942
8,178,533
8,002,761
Before Distribution
After Distribution
Capital Stock
Capital Surplus
Retain
Earnings
Unrealized Gain (Loss) on Financial
Merchandise
Cumulative translation adjustments
Unrealized Net Loss on the Costs of
Pensions
Total
Equity
Before Distribution
After Distribution
5,919,949
897,317
2,444,655
1,917,780
5,919,949
911,110
2,012,196
1,923,515
5,919,949
835,241
2,336,709
2,009,158
5,919,949
801,398
2,250,839
2,250,839
5,919,949
594,432
1,988,579
(Note 2)
5,919,949
599,862
1,863,942
(Note 2)
331,492
(63,401)
244,400
(63,401)
(62,262)
(63,401)
(442,843)
(63,401)
(261,026)
(63,401)
(317,591)
(63,401)
1,695,228
11,225,240
10,698,365
1,663,923
10,688,177
10,599,496
1,677,049
10,643,285
10,315,734
1,401,664
9,867,606
9,867,606
1,394,158
9,572,691
(Note 2)
1,422,201
9,424,962
(Note 2)
Note 1: Figures are audited by adopting IFRSs
Note 2: The 2019 loss appropriation plan is yet to be approved by the shareholders' meeting
Note 3: Figures are reviewed by CPA adopting IFRSs
7.1.2 Balance Sheet by adopting IFRSs- Standalone
Year
Recent 5 Years (Note 1)
Unit: NT$K
Before Distribution
After Distribution
Item
Current Assets
Fixed Assets
Intangible Assets
Other Assets
Total Assets
Current
Liabilities
Non-Current Liabilities
Total
Liabilities
Equity Attributed to Shareholder of
the parent
Capital Stock
Capital Surplus
Retain
Before Distribution
After Distribution
Before Distribution
2015
2016
2017
2018
2019
3,273,115
744,937
67,742
7,279,247
11,365,041
836,984
1,363,859
998,045
1,835,029
2,361,904
3,267,397
722,145
68,497
6,465,991
10,524,030
898,923
987,604
600,853
1,499,776
1,588,457
2,942,735
682,943
62,141
6,055,212
9,743,031
604,818
932,369
171,977
776,795
1,104,346
1,909,420
687,187
86,495
6,268,285
8,951,387
413,663
413,663
71,782
485,445
485,445
1,292,316
688,706
86,258
6,663,491
8,730,771
312,929
（Note 2）
239,309
552,238
（Note 2）
5,919,949
897,317
2,444,655
5,919,949
911,110
2,012,196
5,919,949
835,241
2,336,709
5,919,949
801,398
2,250,839
5,919,949
594,432
1,988,579
After Distribution
Earnings
Unrealized Gain (Loss) on Financial
Merchandise
Cumulative translation adjustments
Unrealized Net Loss on the Costs of
Pensions
Total Equity
Before Distribution
After Distribution
1,917,780
331,492
(63,401)
-
1,923,515
244,400
(63,401)
-
2,009,158
(62,262)
2,250,839
(442,843)
（Note 2）
(261,026)
(63,401)
-
(63,401)
-
(63,401)
-
9,530,012
9,003,137
9,024,254
8,935,573
8,966,236
8,638,685
8,465,942
8,465,942
8,178,533
（Note 2）
* If the company has prepared individual financial reports, it should prepare a separate condensed balance sheet and consolidated
profit and loss statement for the individual in the last five years.
* If the financial information using IFRS is less than 5 years, the following table (2) Financial information using my country’s
financial accounting standards should be prepared separately.
Note 1: Figures are audited by adopting IFRSs
Note 2: The 2019 loss appropriation plan is yet to be approved by the shareholders' meeting.
7.1.3 Condensed Income Statement adopting IFRSs -Consolidated
Year
Recent 5 Years (Note 1)
Item
Net Sales
Gross Profit (Loss)
Income from Operation (Loss)
Non-operating Income (Expense)
Income (Loss)Before Tax
Income (Loss) From Operations of
Continued Segments (Loss)
Income (Loss) From Operations of
Discontinued Segments
Consolidated Net Income (Loss)
Other comprehensive income (Loss)
for the period, net of income tax
Total Comprehensive Income (Loss)
for the Period
Net Profit (Loss) Attributable to:
Owner of the Company
2015
2016
2017
2018
2019
8,465,833
3,522,625
566,540
371,467
938,007
7,556,045
3,202,488
236,391
129,776
366,167
6,820,237
2,736,766
47,185
587,470
634,655
6,077,733
2,429,384
(89,790)
293,780
203,990
5,512,330
2,374,575
131,741
112,479
244,220
856,125
272,506
551,228
142,323
174,752
(105,754)
(27,845)
828,280
-
272,506
-
551,228
-
142,323
-
174,752
-
(105,754)
18,282
(113,556)
(320,167)
(131,361)
(102,073)
(59,405)
846,562
158,950
231,061
10,962
72,679
(165,159)
589,348
120,187
421,458
5,616
15,309
(124,637)
Unit: NT$K
End of
March 31,
2020
(Note 2)
1,042,456
488,522
(48,166)
(43,633)
(91,799)
238,932
152,319
Net Profit (Loss) Attributable to:
Non-controlling interests
Total Comprehensive Income (Loss)
Attributable to:
Owner of the Company
Total Comprehensive Income (Loss)
Attributable to:
Non-controlling interests
Earnings per share (Loss)
Note 1: Figures are audited for the past-5 years by CPA adopting IFRSs
Note 2: Figures are audited by adopting IFRSs.
237,359
1.00
132,373
0.20
609,203
26,577
129,770
136,707
159,443
18,883
109,174
(120,733)
(77,049)
(181,202)
121,887
0.72
131,695
0.01
149,728
0.03
16,043
(0.21)
7.1.4 Condensed Income Statement adopting IFRSs -Standalone
Year
Recent 5 Years (Note 1)
Unit: NT$K
Item
Net Sales
Gross Profit(Loss)
Income from Operation(Loss)
Non-operating Income (Expense)
Income (Loss)Before Tax
Income(Loss) From Operations of
Continued Segments(Loss)
Income(Loss) From Operations of
Discontinued Segments
Net Income (Loss)
Other comprehensive income (Loss)
for the period, net of income tax
Total Comprehensive Income(Loss)
for the Period
Net Profit(Loss) Attributable to:
2015
2016
2017
2018
2019
2,671,392
1,011,207
167,996
453,504
621,500
617,193
(27,845)
589,348
19,855
1,904,224
767,713
(79,166)
200,242
121,076
120,187
1,365,802
473,255
(273,494)
694,952
421,458
421,458
1,238,780
429,308
(239,614)
247,374
7,760
5,616
1,235,269
499,903
(269,444)
289,540
20,096
15,309
-
-
-
-
120,187
(93,610)
421,458
(312,284)
5,616
(126,349)
15,309
(92,358)
609,203
26,577
109,174
(120,733)
(77,049)
589,348
120,187
421,458
5,616
15,309
-
-
-
26,577
609,203
Owner of the Company
Net Profit (Loss)Attributable to:
Non-controlling interests
Total Comprehensive Income
(Loss)Attributable to:
Owner of the Company
Total Comprehensive Income
(Loss)Attributable to:
Non-controlling interests
Earnings per share (Loss)
* If the company has prepared individual financial reports, it should prepare a separate condensed balance sheet and consolidated profit and loss
statement for the individual in the last five years.
* If the financial information using IFRS is less than 5 years, the following table (2) financial information using my country’s financial
accounting standards should be prepared separately.
Note 1: Figures are audited for the past-5 years by CPA adopting IFRSs
(120,733)
109,174
0.72
0.01
0.20
1.00
-
-
-
-
-
(77,049)
-
-
0.03
7.1.5 Auditors’ Opinions
Year
2015
2016
2017
2018
2019
CPA
Audit Opinion
Tung-Hui Yeh, Shu-Jay Huang
Zheng-Zhi Lin, Shu-Jay Huang
Zheng-Zhi Lin, Shu-Jay Huang
Zheng-Zhi Lin, Yu-Feng Huang
Zheng-Zhi Lin, Yu-Feng Huang
An unqualified opinion
An unqualified opinion
An unqualified opinion
An unqualified opinion
An unqualified opinion
7.2 Financial Analysis for recent 5 years
7.2.1 Financial Analysis (consolidated by IFRSs) Unit: NT$K
Year
Recent 5 years (Note 1)
Analysis Item
Capital
Structure
Liquidity
Operating
Performance
Profitability
Debts ratio (%)
Long-term fund to Property, plant and
equipment (%)
Current ratio (%)
Quick ratio (%)
Times interest earned (times)
Average collection turnover (times)
Average collection days
Inventory turnover (times)
Payment turnover (times)
Average inventory turnover days
Fixed assets turnover (times)
Property, plant and equipment turnover (times)
Return on total assets (%)
Return on stockholders’ equity (%)
2015
2016
2017
2018
2019
28.03
26.93
21.04
17.26
16.68
350.30
495.04
503.31
480.79
486.21
475.59
390.93
288.70
317.60
257.15
319.47
251.00
2,518.77 1,020.20 2,519.94
5.29
69
4.18
6.23
87
2.59
0.50
2.02
2.48
5.49
66
4.37
5.60
83
3.07
0.48
4.07
5.16
5.13
71
3.84
7.09
95
2.40
0.56
5.65
7.47
394.02
326.66
956.27
5.64
65
3.99
6.03
91
2.88
0.47
1.27
1.38
496.55
442.49
368.28
394.03
1,082.81 Note 6
5.26
69
2.63
5.98
138
2.11
0.36
(0.90)
(1.11)
6.17
59
3.97
7.49
92
2.74
0.47
1.66
1.79
End of
March
31, 2020
(Note 2)
15.38
4.12
6.19
3.44
10.72
15.37
(1.55)
Leverage
Cash Flow
9.78
1.00
36.73
46.54
3.64
5.55
1.07
3.60
0.20
40.69
54.36
4.08
11.54
1.20
2.34
0.01
16.85
56.71
Note 4
Note 5
Note 5
8.08
0.72
14.37
77.50
Note 4
49.66
2.25
Profit before tax to paid-in capital (%)
(Note 8)
Profit after tax to net sales (%)
Earnings per share (NT$)
Cash flow ratio (%)
Cash flow adequacy ratio (%) (Note3)
Cash flow reinvestment ratio (%)
Operating leverage
Financial leverage
Variation Analysis 2019 vs. 2018
1. The reduction in interest protection multiples is mainly due to the decrease in net profit before interest expenses for the current
year.
2. The decrease in return on assets and return on equity was mainly due to the decrease in net profit after tax after the disposal of
investment benefits decreased during the year.
3. The decrease in the net profit ratio and the ratio of net profit before tax to paid-in capital is mainly due to the decrease in the
disposition of investment benefits during the year.
4. The decrease in basic earnings per share is mainly due to the decrease in net profit after tax for the year.
5. The decrease in the cash flow allowance ratio is mainly due to the decrease in net cash inflow from operating activities in the last
five years.
Note 1: Figures have been audited by adopting IFRSs.
Note 2: Figures 1Q’20ave been audited by adopting IFRSs.
Note 3: Cash flow adequacy ratio of 2015~2016 is calculated based on the data by Taiwan GAAP.
Note 4: Figures not listed due to cash flow from operating less than cash dividends.
(10.14)
(0.21)
Note 7
65.91
Note 7
Note 5
Note 5
3.17
0.03
48.54
81.59
2.44
15.98
1.23
Note 5: Figures not listed due to operating loss.
Note 6: The profit and loss before income tax and interest expenses are pure losses, so they are not shown.
Note 7: Operating activities are net cash outflows, so they are not shown.
Note 8: for those stock without par value or par value not equal to NT$10, the ratio of Operating income to paid-in capital (%) is calculated
by ratio to attributable to Owner of the Company.
7.2.2 Financial Analysis (Standalone) by IFRSs Unit: NT$K
Recent 5 years (Note 1)
Year
Analysis Item
Capital
Structure
Liquidity
Operating
Performance
Debts ratio (%)
Long-term fund to Property, plant and
equipment (%)
Current ratio (%)
Quick ratio (%)
Times interest earned (times)
Average collection turnover (times)
Average collection days
Inventory turnover (times)
Payment turnover (times)
2015
2016
2017
2018
2019
16.14
1,400.06
14.25
1,322.92
7.97
1,327.52
5.42
1,231.97
6.32
1,187.52
391.06
334.88
2,662.46
4.00
91
2.86
7.26
363.47
319.86
687.97
4.26
86
3.23
8.57
486.54
426.00
5,155.27
4.95
74
3.34
6.33
461.58
393.47
259.53
6.65
55
3.03
6.61
412.97
315.12
396.35
7.88
46
2.77
8.61
Average inventory turnover days
Fixed assets turnover (times)
Property, plant and equipment turnover (times)
Return on total assets (%)
Return on stockholders’ equity (%)
Profit before tax to paid-in capital (%)
(Note 4)
Profit after tax to net sales (%)
Earnings per share (NT$)
Cash flow ratio (%) (Note2)
Cash flow adequacy ratio (%)
Cash flow reinvestment ratio (%)
Operating leverage
Financial leverage
128
3.51
0.23
5.39
6.25
10.02
22.06
1.00
70.01
97.84
2.10
5.42
1.17
113
2.59
0.17
1.25
1.29
2.04
6.31
0.20
86.72
84.41
2.49
Note 3
Note 3
109
1.94
0.13
4.22
4.68
7.11
30.85
0.72
51.41
137.53
0.15
Note 3
Note 3
120
1.80
0.13
0.10
0.06
0.13
0.45
0.01
54.00
92.68
Note 5
Note 3
Note 3
132
1.79
0.13
0.23
0.18
0.33
1.23
0.03
36.66
88.14
Note 5
Note 3
Note 3
Profitability
Cash Flow
Leverage
Variation Analysis 2017 vs. 2016
1. The increase in interest protection multiples was mainly due to the increase in net profit before tax this year.
2. The increase in the payables turnover rate was mainly due to the decrease in accounts payable during the year.
3. The increase in return on assets and return on equity was mainly attributable to the increase in the profit and loss after taxation
of subsidiaries, related companies and joint ventures that adopted the equity method during the year.
4. The increase in net profit before tax to paid-in capital ratio, net profit ratio and earnings per share was mainly due to the
increase in the profit and loss after taxation of the subsidiaries, affiliates and joint ventures that adopted the equity method in
this year.
5. The decrease in cash flow ratio is mainly due to the decrease in net cash inflow from operating activities.
* If the company has prepared individual financial reports, it should separately prepare an analysis of the company's individual
financial ratios.
* If the financial information adopting IFRS is less than 5 years, the following table (2) financial information adopting my
country’s financial accounting standards should be prepared separately.
1. Capital Structure Analysis
(1) Debts ratio
(2) Long term fund to Property, plant and
equipment
2. Liquidity Analysis
(1) Current Ratio
(2) Quick Ratio
(3) Times Interest Earned
3. Operating Performance Analysis
= Total Liabilities/Total Assets
= (Total Equity + Non-Current Liabilities)/ Property, plant and equipment
= Current Assets/Current Liabilities
= (Current Assets – Inventories – Prepaid Expenses)/Current Liabilities
= Earnings before Interest and Taxes/Interest Expenses
(1) Average Collection Turnover
(2) Average Collection Days
(3) Average Inventory Turnover
(4) Average Payment Turnover
(5) Average Inventory Turnover Days
(6) Property, plant and equipment Turnover
= Net Sales/Average Trade Receivables
= 365/Receivables Turnover Rate
= Cost of Sales/Average Inventory
= Cost of Sales/Average Trade Payables
= 365/Average Inventory Turnover
= Net Sales/ Average Property, plant and equipment
(7) Total Assets Turnover
= Net Sales/Average Total Assets
4. Profitability Analysis
(1) Return on Total Assets
(2) Return Ratio on Stockholders’ Equity
(3) Profit after Tax to Net Sales
(4) Earnings Per Shares
5. Cash Flow
(1) Cash Flow Rate
(2) Cash Flow Adequacy Ratio
(3) Cash flow reinvestment ratio
= {Net Income + Interest Expense × (1 – Effective tax rate)}/Average Total Assets
= Net Income/Average Total Equity
= Net Income/Net Sales
= (Net Profit Attributable to Owner of the Company – Preferred Stock Dividend)/
Weighted Average Number of Shares Outstanding
= Net Cash Provided by Operating Activities/Current Liabilities
= Five-Year Cash from Sum of Operations /(Five-Year Capital Expenditure + Inventory
Increase + Cash Dividend)
= (Net Cash Provided by Operating Activities – Cash Dividend)/( Property, plant and
equipment + Long-term Investment + Other Non-current Assets + Working Capital)
(Note3)
6. Leverage
(1) Operating Leverage
(2) Financial Leverage
= (Net Sales – Operating Expenses & Cost)/Operating Income (Note4)
= Operating Income/(Operating Income – Interest Expenses)
Note 1: Figures have been audited by adopting IFRSs.
Note 2: The calculation of the cash flow tonnage ratio from 2015 to 2016 is calculated using the previous year's ROC information.
Note 3: Net operating loss, it is not listed
Note 4: for those stock without par value or par value not equal to NT$10, the ratio of Operating income to paid-in capital (%) is calculated by
ratio to attributable to Owner of the Company
Note 5: The net cash flow from operating activities is less than the number of cash dividends issued, so it is not listed.
7.3 Audit Committee’s Report
Sunplus Technology Co., Ltd.
Audit Committee’s Report
Sunplus’ Board has submitted the 2019 business report, financial statements and loss appropriation proposals, etc. The Deloitte &
Touche CPA firm has audited the financial statements, and issued an audit report. The Audit Committee has reviewed the 2017
business report, financial statements and loss appropriation proposals, and verified that they comply with the Company Law and
relevant regulations. According to Article14-4of Securities Exchange Law and Article 219 of the Company Law, I hereby submit
this report.
To Sunplus 2020 Annual General Shareholders’ Meeting
Sunplus Technology Co., Ltd.
Audit Committee
Convener,
Che-Ho Wei
March 30th, 2020
7.4 Consolidated Financial Statements and Auditors' Audit Report
Sunplus Technology Company Limited and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2019 and 2018 and
Independent Auditors’ Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with
the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated
Financial Statements of Affiliated Enterprises” for the year ended December 31, 2019 are all the same as the
companies required to be included in the consolidated financial statements of parent and subsidiary companies
as provided in International Financial Reporting Standard No. 10 “Consolidated Financial Statements”.
Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been
disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not
prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
Sunplus Technology Company Limited
By
CHOU-CHYE HUANG
Chairman
March 30, 2020
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Sunplus Technology Company Limited
Opinion
We have audited the accompanying consolidated financial statements of Sunplus Technology Company Limited and its
subsidiaries (collectively referred to as the “Group”) as of December 31, 2019 and 2018, and the consolidated statements of
comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial
statements, 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, 2019 and 2018, and its consolidated financial performance and its
consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial
Reports by Securities Issuers and 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 of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by
Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under
those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with The 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our
audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Validity of Specific Customer's Revenue
Integrated circuit chip sales accounted for 93% of the Group’s total revenue. Operating income declined in 2019, but sales to
some customers increased significantly. Therefore, we deem revenue recognition as a key audit matter. For detailed
explanation of revenue, refer to Notes 4 and 23 to the accompanying consolidated financial statements.
1. We understood the related internal control and operating procedures in the sales transaction cycle, and we evaluated and
confirmed the operating effectiveness of the internal control and operating procedures.
2. We selected samples from the sales details, and we examined customers’ original orders, sales electronic orders, delivery
orders, logistics receipt documents or export declaration, and sales invoices for any abnormal situations and confirmed
the validity of the revenue.
Other Matter
We have also audited the parent company only financial statements of Sunplus Technology Company Limited as of and for
the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance
with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 of the Republic of China, and
for such internal control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial
reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the
auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
1.
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going
concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the
key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chih Lin and Yu-Feng Huang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 30, 2020
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position,
financial performance and cash flows in accordance with accounting principles and practices generally accepted in the
Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such
consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements
have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is
any conflict between the English version and the original Chinese version or any difference in the interpretation of the two
versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Notes and accounts receivable, net (Notes 4, 5, 9, 23 and 33)
Other receivables (Notes 4 and 33)
Inventories (Notes 4 and 10)
Other financial assets - current (Notes 17 and 34)
Other current assets (Note 17)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 5 and 13)
Right-of-use assets (Notes 3, 4, 5 and 14)
Investment properties (Notes 4 and 15)
Intangible assets (Notes 4, 5 and 16)
Deferred tax assets (Notes 4 and 25)
Net defined benefit assets - non-current (Notes 4 and 21)
Other financial assets - non-current (Notes 17 and 34)
Other non-current assets (Notes 17 and 33)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 18 and 34)
Contract liabilities - current (Note 23)
Accounts payable (Note 19)
Current tax liabilities (Notes 4 and 25)
Lease liabilities - current (Notes 3, 4, 5 and 14)
Deferred revenue - current (Notes 4, 20 and 27)
Current portion of long-term bank borrowings (Notes 18 and 34)
Other current liabilities (Note 20)
Total current liabilities
NON-CURRENT LIABILITIES
Lease liabilities - non-current (Notes 3, 4, 5 and 14)
Deferred revenue - non-current (Notes 4, 20 and 27)
Net defined benefit liabilities - non-current (Notes 4 and 21)
Guarantee deposits (Note 33)
Other liabilities (Note 20)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 22 and 30)
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
(Deficits not yet compensated) unappropriated earnings
Total retained earnings
Other equity
Treasury shares
2019
2018
Amount
%
Amount
%
$
$
3,020,628
1,090,679
832,633
28,159
759,211
119,920
88,917
26
10
7
-
7
1
1
3,235,721
1,313,747
954,030
70,960
818,948
153,575
91,321
27
11
8
1
7
1
1
5,940,147
52
6,638,302
56
1,027,445
189,387
695,028
1,968,803
241,914
1,066,797
176,233
28,754
1,163
140,049
14,047
9
2
6
17
2
9
2
-
-
1
-
737,867
246,208
729,219
2,052,359
-
1,039,314
178,521
30,254
-
127,215
147,725
6
2
6
17
-
9
2
-
-
1
1
5,549,620
48
5,288,682
44
$ 11,489,767
100
$ 11,926,984
100
$
323,626
24,912
352,155
52,169
11,885
1,568
-
576,101
$
3
-
3
1
-
-
-
5
311,215
7,511
484,810
56,972
-
1,629
250,046
572,546
3
-
4
-
-
-
2
5
1,342,416
12
1,684,729
14
230,251
58,015
64,258
213,579
8,557
574,660
2
-
1
2
-
5
-
61,894
79,313
230,177
3,265
374,649
-
-
1
2
-
3
1,917,076
17
2,059,378
17
5,919,949
594,432
52
5
5,919,949
801,398
50
7
17
2
(2)
17
1,942,388
308,452
(262,261)
1,988,579
(261,026)
(63,401)
(2)
(1)
1,941,826
67,279
241,734
2,250,839
(442,843)
(63,401)
16
1
2
19
(4)
(1)
Total equity attributable to owners of the Company
8,178,533
71
8,465,942
71
NON-CONTROLLING INTERESTS (Notes 4, 11, 22 and 30)
1,394,158
12
1,401,664
12
Total equity
TOTAL
9,572,691
83
9,867,606
83
$ 11,489,767
100
$ 11,926,984
100
The accompanying notes are an integral part of the consolidated financial statements.
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2019
2018
Amount
%
Amount
%
NET OPERATING REVENUE (Notes 4, 23, and 33)
$ 5,512,330
100
$ 6,077,733
100
OPERATING COSTS (Notes 10 and 24)
3,137,755
57
3,648,349
60
GROSS PROFIT
2,374,575
43
2,429,384
40
OPERATING EXPENSES (Notes 24 and 33)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain (Note 9)
263,373
498,466
1,481,269
(73)
5
9
27
-
286,562
532,943
1,699,345
-
5
9
28
-
Total operating expenses
2,243,035
41
2,518,850
42
OTHER OPERATING INCOME AND EXPENSES
PROFIT (LOSS) FROM OPERATIONS
201
131,741
-
2
NON-OPERATING INCOME AND EXPENSES (Notes 4,
14, 24, 27 and 33)
Other income
Other gains and losses
Finance costs
Share of loss of associates
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 25)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or
loss (Notes 4 and 22):
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in equity
instruments at fair value through other
comprehensive income
156,116
1,127
(24,849)
(19,915)
112,479
244,220
69,468
174,752
4,864
(21,444)
3
-
(1)
-
2
4
1
3
-
-
(324)
(89,790)
116,463
246,002
(23,823)
(44,862)
293,780
203,990
61,667
142,323
-
(2)
2
4
-
(1)
5
3
1
2
1,845
-
(103,685)
(2)
(Continued)
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2019
2018
Amount
%
Amount
%
Share of the other comprehensive income (loss) of
associates accounted for using the equity method
Items that may be reclassified subsequently to profit or loss
(Notes 4 and 22):
Exchange differences on translating the financial
statements of foreign operations
Share of other comprehensive loss of associates
accounted for using the equity method
3,789
-
(8,556)
(84,888)
(2)
(18,061)
(4,394)
-
(2,904)
-
-
-
Other comprehensive loss for the year, net of income
tax
(102,073)
(2)
(131,361)
(2)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
$
72,679
1
$
10,962
NET PROFIT ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests
TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests
EARNINGS PER SHARE (Note 26)
Basic
Diluted
$
15,309
159,443
$
-
3
5,616
136,707
$
174,752
3
$
142,323
$
(77,049)
149,728
(2) $
3
(120,733)
131,695
$
72,679
1
$
10,962
$
$
0.03
0.03
$
$
0.01
0.01
-
-
2
2
(2)
2
-
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
Share Capital Issued and
Outstanding
Share
Equity Attributable to Owners of the Company
Other Equity
Unrealized Gain
Exchange
(Loss) on
Retained Earnings
Differences on
Financial Assets
Unappropriated
Translating the
at Fair Value
Earnings
Financial
Through Other
(Deficits not yet
Statements of
Comprehensive
Non-controlling
BALANCE AT JANUARY 1, 2018
591,995
$
5,919,949
$
835,241
$
1,900,505
$
22,995
$
707,497
$
(122,100 )
$
(230,011 )
$
(63,401 )
$
8,970,675
$
1,678,527
$
10,649,202
(Thousands)
Amount
Capital Surplus
Legal Reserve
Special Reserve
Compensated)
Foreign Operations
Income
Treasury Shares
Total
Interests
Total Equity
Appropriation of 2017 earnings
Legal reserve
Special reserve
Cash dividends to shareholders
Changes in capital surplus from investments in associates accounted for using the
equity method
Issuance of share dividends from capital surplus
Difference between share price and carrying amount from disposal of subsidiaries
Changes of equity of subsidiaries
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended December 31, 2018, net of
income tax
Total comprehensive income (loss) for the year ended December 31, 2018
Adjustment of capital surplus for the Company
Cash dividends received by subsidiaries
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income
Decrease in non-controlling interests
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
50,782
(86,846 )
(271 )
-
-
-
-
2,492
-
-
41,321
-
-
-
-
-
-
-
-
-
-
-
-
-
44,284
-
-
-
-
-
-
-
-
-
-
-
(41,321 )
(44,284 )
(327,551 )
-
-
-
(22,606 )
5,616
1,453
7,069
-
(37,070 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(16,775 )
(111,027 )
(16,775 )
(111,027 )
-
-
-
-
37,070
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(327,551 )
50,782
(86,846 )
(271 )
(22,606 )
-
-
-
-
-
-
-
-
-
(327,551 )
50,782
(86,846 )
(271 )
(22,606 )
5,616
136,707
142,323
(126,349 )
(5,012 )
(131,361 )
(120,733 )
131,695
10,962
2,492
-
-
-
-
2,492
-
(408,558 )
(408,558 )
BALANCE AT DECEMBER 31, 2018
591,995
5,919,949
801,398
1,941,826
67,279
241,734
(138,875 )
(303,968 )
(63,401 )
8,465,942
1,401,664
9,867,606
Appropriation of 2018 earnings
Legal reserve
Special reserve
Cash dividends to sharesholders
Changes in capital surplus from investments in associates accounted for using the
equity method
Issuance of share dividends from capital surplus
-
-
-
-
-
-
-
-
-
-
-
-
-
4,709
(213,118 )
562
-
-
-
-
-
241,173
(562 )
(241,173 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,709
(213,118 )
-
-
-
-
-
-
-
-
4,709
(213,118 )
Difference between share price and carrying amount from disposal of subsidiaries
Changes of equity of subsidiaries
Net profit for the year ended December 31, 2019
Other comprehensive income (loss) for the year ended December 31, 2019, net of
income tax
Total comprehensive income (loss) for the year ended December 31, 2019
Adjustment of capital surplus for the Company
Cash dividends received by subsidiaries
Decrease in non-controlling interests
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
162
-
-
-
-
1,281
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(3,394 )
15,309
-
-
-
-
-
-
5,339
(79,905 )
(17,792 )
20,648
(79,905 )
(17,792 )
-
-
(279,514 )
-
-
-
-
-
279,514
-
-
-
-
-
-
-
-
162
(3,394 )
-
-
162
(3,394 )
15,309
159,443
174,752
(92,358 )
(9,715 )
(102,073 )
(77,049 )
149,728
72,679
1,281
-
1,281
-
-
(157,234 )
(157,234 )
-
-
BALANCE AT DECEMBER 31, 2019
591,995
$
5,919,949
$
594,432
$
1,942,388
$
308,452
$
(262,261 )
$
(218,780 )
$
(42,246 )
$
(63,401 )
$
8,178,533
$
1,394,158
$
9,572,691
The accompanying notes are an integral part of the consolidated financial statements.
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed on trade receivables
Net gain on fair value change of financial assets designated as of fair value
through profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of employee share options
Share of profits of associates
(Gain) loss on disposal of property, plant and equipment
Gain on disposal of intangible assets
(Gain) loss on disposal of subsidiaries
Gain on disposal of investments
Net loss on foreign currency exchange
Gain on lease modification
Amortization of prepaid lease payments
Changes in operating assets and liabilities:
Decrease in trade receivables
Decrease in other receivables
Decrease (increase) in inventories
Increase in other current assets
Increase in net defined benefits assets - non-current
Decrease in trade payables
Increase in contract liabilities
Decrease in deferred revenue
Increase (decrease) in other current liabilities
Decrease in defined benefits liabilities - non-current
Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
2019
2018
$
244,220
$
203,990
282,554
77,812
(73)
(17,879)
24,849
(24,578)
(28,815)
-
19,915
(161)
(39)
43
-
8,984
(1)
-
114,248
41,197
59,737
(132)
(1,163)
(130,606)
17,401
(1,629)
4,465
(10,191)
680,158
26,584
45,274
(27,923)
(72,440)
275,786
82,237
-
(67,736)
23,823
(22,896)
(26,982)
37
44,862
324
-
(170,897)
(11,724)
34,248
-
2,810
114,488
11,333
(17,157)
(6,368)
-
(89,495)
27,331
(3,659)
(153,224)
(4,309)
246,822
21,707
101,047
(20,370)
(65,287)
Net cash generated from operating activities
651,653
283,919
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at FVTOCI
Purchase of financial assets at FVTPL
Proceeds from the sale of financial assets at FVTPL
Proceeds from the sale of financial assets at FVTOCI
Acquisition of associates
Net cash outflow on acquisition of subsidiaries (Note 28)
Proceeds from disposal of subsidiaries
Payments for property, plant and equipment
Proceeds of the disposal of property, plant and equipment
Increase in refundable deposits
-
(1,588,698)
1,572,327
25,990
-
(48,215)
(744)
(138,970)
4,239
(459)
(105,213)
(1,764,316)
2,060,690
4,930
(110,368)
-
(159,571)
(173,729)
568
(2,039)
(Continued)
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
Decrease in refundable deposits
Payments for intangible assets
Proceeds of disposal of intangible assets
Payments for investment properties
Decrease in investment properties
Decrease on other financial assets - non-current
Decrease in other assets - non-current
2019
2018
1,871
(78,623)
484
(1,488)
-
10,909
-
62
(84,655)
-
(3,891)
10,016
10,635
3,570
Net cash (used in) generated from investing activities
(241,377)
(313,311)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings
Repayments of long-term borrowings
Proceeds of guarantee deposits received
Refunds of guarantee deposits received
Repayment of principal portion of lease liabilities
Increase in other liabilities
Cash dividends paid
Dividends paid to non-controlling interests
Decrease in non-controlling interests
15,000
(248,544)
22,168
(33,729)
(11,303)
4,758
(211,837)
(157,520)
(2,184)
(132,566)
(179,088)
47,914
(18,331)
-
-
(411,905)
(169,798)
(31,266)
Net cash used in financing activities
(623,191)
(895,040)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH
HELD IN FOREIGN CURRENCIES
(2,178)
3,876
NET DECREASE IN CASH AND CASH EQUIVALENTS
(215,093)
(920,556)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
3,235,721
4,156,277
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$
3,020,628
$
3,235,721
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Sunplus Technology Company Limited (“Sunplus” or the “Company”) was established in August 1990. It researches,
develops, designs, tests and sells high quality, high value-added consumer integrated circuits (ICs). Its products are
based on core technologies in such areas as multimedia audio/video, single-chip microcontrollers and digital signal
processors. These technologies are used to develop hundreds of products including various ICs: liquid crystal display,
microcontroller, multimedia, voice/music, and application-specific. Sunplus’ shares have been listed on the Taiwan
Stock Exchange since January 2000. Some of its shares have been issued in the form of global depositary receipts
(GDRs), which have been listed on the London Stock Exchange since March 2001 (refer to Note 22).
Following is a diagram of the relationship and ownership percentages between Sunplus and its subsidiaries (collectively,
the “Group”) as of December 31, 2019:
Sunplus Technology
Award
Sunplus
Sunplus HK
Ventureplus
Sunplus
Lin Shih
Sunplus
Jumplux
92.55%
Sunext
Sunplus
100%
100%
Sunny
Ventureplus
Sunplus
Worldplus
Giant
Giant
Ventureplus
Generalplus
Generalplus
Lingyao
Technology
Co., Ltd.
(Shenzhen)
Ytrip
Sunplus App
Sunplus
Sunplus
Sunplus
SunMedia
Generalplus
Generalplus
1culture
Shuangxin
Jsilicon
The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors and authorized for issue on
March 30, 2020.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports
by Securities Issuers and the International Financial Reporting Standards (IFRS), International
Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC)
endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the amendments to the Regulations Governing the
Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by
the FSC did not have any material impact on the Company’s accounting policies:
1) IFRS 16 “Leases”
IFRS 16 provides a comprehensive model for the identification of lease arrangements and their
treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC
4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations.
Refer to Note 4 for information relating to the relevant accounting policies.
Definition of a lease
The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain,
a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified
as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in
accordance with the transitional provisions under IFRS 16.
The Group as lessee
The Group recognizes right-of-use assets or investment properties if the right-of-use assets meet the
definition of investment properties, and lease liabilities for all leases on the consolidated balance
sheets except for those whose payments under low-value asset and short-term leases are recognized
as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the
Group presents the depreciation expense charged on right-of-use assets separately from the interest
expense accrued on lease liabilities; interest is computed using the effective interest method. On the
consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are
classified within financing activities; cash payments for the interest portion are classified within
operating activities. Prior to the application of IFRS 16, payments under operating lease contracts
were recognized as expenses on a straight-line basis. Cash flows for operating leases were classified
within operating activities on the consolidated statements of cash flows.
Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating
leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease
payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019.
Right-of-use assets are measured at an amount equal to the lease liabilities. The Group applies IAS
36 to all right-of-use assets.
The lessee’s weighted average incremental borrowing rate applied to lease liabilities recognized on
January 1, 2019 is 1.58%-2.39%. The difference between the (i) lease liabilities recognized and (ii)
operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as
follows:
The future minimum lease payments of non-cancellable operating lease commitments on
December 31, 2018
Less: Recognition exemption for short-term leases and leases of low-value assets
Undiscounted amounts on January 1, 2019
$
99,174
-
$
99,174
Discounted amounts using the incremental borrowing rate on January 1, 2019
Add: Adjustments as a result of a different treatment of extension and termination options
$
88,507
161,220
Lease liabilities recognized on January 1, 2019
$ 249,727
The Group as lessor
The Group does not make any adjustments for leases in which it is a lessor, and it accounts for those
leases with the application of IFRS 16 starting from January 1, 2019.
The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS
16 is set out as follows:
As Originally
Stated on
January 1, 2019
Adjustments
Arising from
Initial
Application
Restated on
January 1, 2019
Prepayments for leases - current
Prepayments for leases - non-current
Right-of-use assets
Investment properties
$
$
2,756
102,175
-
1,039,314
$
(2,756)
(102,175)
251,956
102,702
-
-
251,956
1,142,016
Total effect on assets
$ 1,144,245
$
249,727
$ 1,393,972
Lease liabilities - current
Lease liabilities - non-current
Total effect on liabilities
$
$
-
-
-
$
10,907
238,820
$
10,907
238,820
$
249,727
$
249,727
2) IFRIC 23 “Uncertainty over Income Tax Treatments”
IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Company should
assume that the taxation authority will have full knowledge of all related information when making
related examinations. If the Company concludes that it is probable that the taxation authority will
accept an uncertain tax treatment, the Company should determine the taxable profit, tax bases,
unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or
planned to be used in its income tax filings. If it is not probable that the taxation authority will
accept an uncertain tax treatment, the Company should make estimates using either the most likely
amount or the expected value of the tax treatment, depending on which method the entity expects to
better predict the resolution of the uncertainty. The Company has to reassess its judgments and
estimates if facts and circumstances change.
3) Amendments to IAS 28 “Long-term Interests in Associates and Joint Ventures”
The amendments clarified that IFRS 9 “Financial Instruments” shall be applied to account for other
financial instruments in an associate or joint venture to which the equity method is not applied.
These included long-term interests that, in substance, form part of the Group’s net investment in an
associate or joint venture.
4) Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement”
The amendments stipulate that, if a plan amendment, curtailment or settlement occurs, the current
service cost and the net interest for the remainder of the annual reporting period are determined
using the actuarial assumptions used for the remeasurement of the net defined benefit liabilities
(assets). In addition, the amendments clarify the effect of a plan amendment, curtailment or
settlement on the requirements regarding the asset ceiling. The Group applied the above
amendments prospectively.
b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2020
New IFRSs
Effective Date
Announced by IASB
Amendments to IFRS 3 “Definition of a Business”
Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
Reform”
Amendments to IAS 1 and IAS 8 “Definition of Material”
January 1, 2020 (Note 3)
Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset
acquisitions that occur on or after the beginning of that period.
Note 2: The Group shall apply these amendments retrospectively for annual reporting periods beginning on or
after January 1, 2020.
Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after
January 1, 2020.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing
the possible impact that the application of other standards and interpretations will have on the Group’s financial
position and financial performance and will disclose the relevant impact when the assessment is completed.
c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Effective Date
Announced by IASB (Note 1)
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between
To be determined by IASB
an Investor and its Associate or Joint Venture”
IFRS 17 “Insurance Contracts”
January 1, 2021
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” January 1, 2022
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or
after their respective effective dates.
1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or
Joint Venture”
The amendments stipulate that, when the Group sells or contributes assets that constitute a business (as defined
in IFRS 3) to an associate or joint venture, the gain or loss resulting from the transaction is recognized in full.
Also, when the Group loses control of a subsidiary that contains a business but retains significant influence or
joint control, the gain or loss resulting from the transaction is recognized in full.
Conversely, when the Group sells or contributes assets that do not constitute a business to an associate or joint
venture, the gain or loss resulting from the transaction is recognized only to the extent of the Group’s interest as
an unrelated investor in the associate or joint venture, i.e., the Group’s share of the gain or loss is eliminated.
Also, when the Group loses control of a subsidiary that does not contain a business but retains significant
influence or joint control over an associate or a joint venture, the gain or loss resulting from the transaction is
recognized only to the extent of the Group’s interest as an unrelated investor in the associate or joint venture,
i.e., the Group’s share of the gain or loss is eliminated.
2) Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
The amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has
the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the
reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as
non-current regardless of whether the Group will exercise that right. The amendments also clarify that, if the
right to defer settlement is subject to compliance with specified conditions, the Group must comply with those
conditions at the end of the reporting period even if the lender does not test compliance until a later date.
The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers
to a transfer of cash, other economic resources or the Group’s own equity instruments to the counterparty that
results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the
counterparty, result in its settlement by a transfer of the Group’s own equity instruments, and if such option is
recognized separately as equity in accordance with IAS 32: Financial Instruments: Presentation, the
aforementioned terms would not affect the classification of the liability.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the
Group is continuously assessing the possible impact that the application of other standards and interpretations will
have on the Group’s financial position and financial performance and will disclose the relevant impact when the
assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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
The consolidated financial statements have been prepared on the historical cost basis except for
financial instruments that are measured at fair values, and net defined benefit liabilities which are
measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value
measurement inputs are observable and the significance of the inputs to the fair value measurement in
its entirety, which are described as follows:
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
3) Level 3 inputs are unobservable inputs for the asset or liability.
c. Classification of current and non-current assets and liabilities
Current assets include:
1) Assets held primarily for the purpose of trading;
2) Assets expected to be realized within 12 months after the reporting period; and
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting period.
Current liabilities include:
1) Liabilities held primarily for the purpose of trading;
2) Liabilities due to be settled within 12 months after the reporting period, and
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least
12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the
entities controlled by the Company (i.e., its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the
consolidated statement of profit or loss and other comprehensive income from the effective date of
acquisition up to the effective date of disposal, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.
Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the no
controlling interests even if this results in the no controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control
over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s
interests and the no controlling interests are adjusted to reflect the changes in their relative interests in
the subsidiaries. Any difference between the amount by which the no controlling interests are adjusted
and the fair value of the consideration paid or received is recognized directly in equity and attributed to
the owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is
calculated as the difference between (i) the aggregate of the fair value of the consideration received and
any investment retained in the former subsidiary at its fair value at the date when control is lost and (ii)
the assets (including any goodwill) and liabilities and any no controlling interests of the former
subsidiary at their carrying amounts at the date when control is lost. The Group accounts for all amounts
recognized in other comprehensive income in relation to that subsidiary on the same basis as would be
required if the Group had directly disposed of the related assets or liabilities.
The fair value of investment retained in subsidiaries at the date when control is lost is regarded as the
fair value on the initial recognition of the investment in an associate.
See Note 11 and Tables 6 and 7 for detailed information on subsidiaries (including percentages of
ownership and main businesses).
e. Foreign currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the
entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing
at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated
at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or
translation are recognized in profit or loss in the period.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated
at the rates prevailing at the date when the fair value was determined. Exchange differences arising on
the retranslation of nonmonetary items are included in profit or loss for the period except for exchange
differences arising from the retranslation of nonmonetary items in respect of which gains and losses are
recognized directly in other comprehensive income, in which case, the exchange differences are also
recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations (including of the subsidiaries, associates, joint ventures or branches operations in
other countries or currencies used different with the Company) are translated into New Taiwan dollars
using exchange rates prevailing at the end of each reporting period. Income and expense items are
translated at the average exchange rates for the period. Exchange differences arising are recognized in
other comprehensive income (attributed to the owners of the Company and no controlling interests as
appropriate).
On the disposal of a foreign operation (i.e., a disposal of the Group’s entire interest in a foreign
operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, a
disposal involving loss of joint control over a jointly controlled entity that includes a foreign operation,
or a disposal involving loss of significant influence over an associate that includes a foreign operation),
all of the exchange differences accumulated in equity in respect of that operation attributable to the
owners of the Group are reclassified to profit or loss.
f.
Inventories
Inventories consist of raw materials, supplies, finished goods and work in progress and are stated at the
lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be
appropriate to group similar or related items. The net realizable value is the estimated selling price of
inventories less all estimated costs of completion and costs necessary to make the sale. The inventories
of Sunplus Technology Company Limited, Generalplus Technology Inc., Sunplus Innovation
Technology Inc., Sunplus mMobile Inc., iCatch Technology Inc., Sunplus mMedia Inc., Jumplux
Technology and Sunext Technology Co., Ltd. are generally recorded at standard cost. On the balance
sheet date, the cost is adjusted to approximate weighted-average cost method. Other subsidiaries’
inventories are recorded at the weighted-average cost.
g.
Investments in associates
An associate is an entity over which the Group has significant influence and that is not a subsidiary.
The Group uses the equity method to account for its investments in associates.
Under the equity method, investments in an associate is initially recognized at cost and adjusted
thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the
associate. The Group also recognizes the changes in the Group’s share of the equity of associates.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable
assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is
included within the carrying amount of the investment and is not amortized. Any excess of the Group’s
share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after
reassessment, is recognized immediately in profit or loss.
When the Company subscribes for additional new shares of an associate at a percentage different from
its existing ownership percentage, the resulting carrying amount of the investment differs from the
amount of the Group’s proportionate interest in the associate. The Group records such a difference as an
adjustment to investments with the corresponding amount charged or credited to capital surplus -
changes in capital surplus from investments in associates and joint ventures accounted for using the
equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new
shares of the associate, the proportionate amount of the gains or losses previously recognized in other
comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as
would be required had the investee directly disposed of the related assets or liabilities. When the
adjustment should be debited to capital surplus, but the capital surplus recognized from investments
accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which
includes any carrying amount of the investment accounted for using the equity method and long-term
interests that, in substance, form part of the Group’s net investment in the associate), the Group
discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized
only to the extent that the Group has incurred legal obligations, or constructive obligations, or made
payments on behalf of that associate.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single
asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is
not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment.
Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the
investment subsequently increases.
The Group discontinues the use of the equity method from the date on which its investment ceases to be
an associate. Any retained investment is measured at fair value at that date, and the fair value is
regarded as the investment’s fair value on initial recognition as a financial asset. The difference between
the previous carrying amount of the associate attributable to the retained interest and its fair value is
included in the determination of the gain or loss on disposal of the associate. The Group accounts for all
amounts previously recognized in other comprehensive income in relation to that associate on the same
basis as would be required had that associate directly disposed of the related assets or liabilities.
When the Group transacts with its associate, profits and losses resulting from the transactions with the
associate are recognized in the Group’s consolidated financial statements only to the extent of interests
in the associate that are not related to the Group.
h. Property, plant and equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated
impairment loss.
Depreciation is recognized using the straight-line method. Each significant part is depreciated
separately. The estimated useful lives, residual values and depreciation method are reviewed at the end
of each reporting period, with the effect of any changes in estimate accounted for on a prospective
basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds
and the carrying amount of the asset is recognized in profit or loss.
i.
Investment properties
Investment properties are properties held to earn rentals or for capital appreciation. (It includes
right-of-use assets that meet the definition of investment properties in 2019)
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial
recognition, investment properties are measured at cost less accumulated depreciation and accumulated
impairment loss. Depreciation is recognized using the straight-line method.
On derecognition of an investment property, the difference between the net disposal proceeds and the
carrying amount of the asset is included in profit or loss.
j. Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of
acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating
units (or groups of cash-generating units) that is expected to benefit from the synergies of the
combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired, by comparing its carrying amount,
including the attributable goodwill, with its recoverable amount. However, if the goodwill allocated to a
cash-generating unit was acquired in a business combination during the current annual period, that unit
shall be tested for impairment before the end of the current annual period. If the recoverable amount of
the cash-generating unit is less than its carrying amount, the impairment loss is allocated at first to
reduce the carrying amount of any goodwill allocated to the unit, and then to the other assets of the unit
pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized
directly in profit or loss. The impairment loss recognized for goodwill is not reversible in subsequent
periods.
k.
Intangible assets
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost
and subsequently measured at cost less accumulated amortization and accumulated impairment loss.
Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and
amortization method are reviewed at the end of each reporting period, with the effect of any
changes in estimate accounted for on a prospective basis. The residual value of an intangible asset
with a finite useful life shall be assumed to be zero unless the Group expects to dispose of the
intangible asset before the end of its economic life. Intangible assets with indefinite useful lives that
are acquired separately are measured at cost less accumulated impairment loss.
2) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the
carrying amount of the asset is recognized in profit or loss.
l.
Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and
intangible assets, excluding goodwill, to determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the
recoverable amount of an individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual
cash-generating units on a reasonable and consistent basis of allocation.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for
impairment at least annually, and whenever there is an indication that the asset may be impaired.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable
amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying
amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting
impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating
unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying
amount that would have been determined had no impairment loss been recognized for the asset or
cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
m. Financial instruments
Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual
provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial
assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade
date basis.
a) Measurement category
Financial assets are classified into the following categories: Financial assets at FVTPL, financial
assets at amortized cost and investments in equity instruments at FVTOCI.
i. Financial assets at FVTPL
A financial asset is classified as at FVTPL when such a financial asset is mandatorily
classified or it is designated as at FVTPL. Financial assets mandatorily classified as at
FVTPL include investments in equity instruments which are not designated as at FVTOCI
and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends or
interest earned on such financial assets are recognized in other income; any remeasurement
gains or losses on such financial assets are recognized in other gains or losses. Fair value is
determined in the manner described in Note 32: Financial Instruments.
ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized
cost:
i) The financial asset is held within a business model whose objective is to hold financial assets in
order to collect contractual cash flows; and
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash
equivalents, other financial assets, notes and accounts receivable, other receivables and
refundable deposits, are measured at amortized cost, which equals the gross carrying amount
determined using the effective interest method less any impairment loss. Exchange
differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying
amount of a financial asset, except for:
i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by
applying the credit-adjusted effective interest rate to the amortized cost of such financial assets;
and
ii) Financial assets that have subsequently become credit impaired, for which interest income is
calculated by applying the effective interest rate to the amortized cost of such financial assets.
Cash equivalents include time deposits, which are highly liquid, readily convertible to a
known amount of cash and are subject to an insignificant risk of changes in value. These
cash equivalents are held for the purpose of meeting short-term cash commitments.
iii. Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments
in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity
investment is held for trading or if it is contingent consideration recognized by an acquirer
in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with
gains and losses arising from changes in fair value recognized in other comprehensive
income and accumulated in other equity. The cumulative gain or loss will not be reclassified
to profit or loss on disposal of the equity investments; instead, they will be transferred to
retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when
the Group’s right to receive the dividends is established, unless the dividends clearly
represent a recovery of part of the cost of the investment.
b) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets at
amortized cost (including trade receivables).
The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables. For
all other financial instruments, the Group recognizes lifetime ECLs when there has been a
significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on
a financial instrument has not increased significantly since initial recognition, the Group
measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of a
default occurring as the weights. Lifetime ECLs represent the expected credit losses that will
result from all possible default events over the expected life of a financial instrument. In
contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from
default events on a financial instrument that are possible within 12 months after the reporting
date.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their
carrying amounts through a loss allowance account.
c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows
from the asset expire or when it transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the
asset’s carrying amount and the sum of the consideration received and receivable is recognized
in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the
difference between the asset’s carrying amount and the sum of the consideration received and
receivable is recognized in profit or loss, and the cumulative gain or loss that had been
recognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
2) Financial liabilities
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the
consideration paid, including any non-cash assets transferred or liabilities assumed, is
recognized in profit or loss.
n. Provisions
For the best estimate of provisions, the discounted cash flows need to consider the risk and uncertainties
of obligations. Provisions are measured by the discounted value of the estimated cash flows for the
liquidation of the obligation.
o. Revenue recognition
The Group identifies a contract with a customer, allocates the transaction price to the performance
obligations, and recognizes revenue when performance obligations are satisfied.
Unearned receipts for merchandise sales would be recognized as contract liabilities before the Group
fulfills its performance obligations.
Revenue from the sale of goods
Revenue from the sale of goods comes from the sale of ICs. Sales of ICs are recognized as revenue
when the goods are shipped because it is the time when the customer has full discretion over the manner
of distribution and the price to sell the goods, has the primary responsibility for sales to future
customers, and bears the risks of obsolescence. Trade receivables are recognized concurrently.
The Group does not recognize revenue on materials delivered to subcontractors because this delivery
does not involve a transfer of control.
Other
Other mainly comes from software development.
p. Lease
2019
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset
arising from the head lease, not with reference to the underlying asset. However, if the head lease is a short-term
lease that the Group, as a lessee, has accounted for applying recognition exemption, the sublease is classified as
an operating lease.
Lease payments less any lease incentives payable from operating leases are recognized as income on a
straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases
are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis
over the lease terms.
2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease,
except for short-term leases and low-value asset leases accounted for applying a recognition exemption where
lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities
adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and
an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use
assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for
any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the
consolidated balance sheets, except for those that meet the definition of investment properties. With respect to
the recognition and measurement of right-of-use assets that meet the definition of investment properties, refer to
Note 4(9) for the accounting policies for investment properties.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier
of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed
payments and variable lease payments which depend on an index or a rate. The lease payments are discounted
using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily
determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest
expense recognized over the lease terms. When there is a change in a lease term or a change in future lease
payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures
the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount
of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit
or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
2018
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee. All other leases are classified as operating leases.
1) The Group as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the
relevant lease.
2) The Group as lessee
Contingent rents arising under operating leases are recognized as an expense in the year in which
they are incurred.
q. Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply
with the conditions attached to the grants and that the grants will be received.
Government grants are recognized in profit or loss on a systematic basis over the periods in which the
Group recognizes as expenses the related costs for which the grants are intended to compensate.
Specifically, government grants whose primary condition is that the Group should purchase, construct
or otherwise acquire non-current assets are recognized as a deduction from the carrying amount of the
relevant asset and recognized in profit or loss over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for
the purpose of giving immediate financial support to the Group with no future related costs are
recognized in profit or loss in the period in which they become receivable.
r. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted
amount of the benefits expected to be paid in exchange for the related services.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when
employees have rendered service entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined
benefit retirement benefit plans are determined using the projected unit credit method. Service cost
(including current service cost and past service cost) and net interest on the net defined benefit
liabilities (assets) are recognized as employee benefits expense in the period in which they occur,
and the return on plan assets (excluding interest), is recognized in other comprehensive income in
the period in which it occurs. Remeasurement recognized in other comprehensive income is
reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined
benefit plans. Any surplus resulting from this calculation is limited to the present value of any
refunds from the plans or reductions in future contributions to the plans.
s. Share-based payment arrangements
Equity-settled share-based payments to employees are measured at the fair value of the equity
instruments at the grant date.
The fair value determined at the grant date of the employee share options is expensed on a straight-line
basis over the vesting period, based on the Group's estimate of employee share options that will
eventually vest, with a corresponding increase in capital surplus - employee share options. The fair
value determined at the grant date of the employee share options is recognized as an expense in full at
the grant date when the share options granted vest immediately.
When restricted shares for employees are issued, other equity - unearned employee benefits is
recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for
employees. If restricted shares for employees are granted for consideration and should be returned, they
are recognized as payables. Dividends paid to employees on restricted shares that do not need to be
returned if employees resign in the vesting period are recognized as expenses when the dividends are
declared with a corresponding adjustment in capital surplus - restricted shares for employees.
At the end of each reporting period, The Group revises its estimate of the number of employee share
options expected to vest. The impact of the revision of the original estimates is recognized in profit or
loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to
the capital surplus - employee share options.
t. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Law, an additional tax of inappropriate earnings is provided for as
income tax in the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax
provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and
liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences and unused loss
carryforwards to the extent that it is probable that taxable profits will be available against which
those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments
in subsidiaries and associates, and interests in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable that the temporary difference will
not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary
differences associated with such investments and interests are only recognized to the extent that it is
probable that there will be sufficient taxable profits against which to utilize the benefits of the
temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also
reviewed at the end of each reporting period and recognized to the to the extent that it has become
probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the reporting period. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which The Group expects, at the end of the reporting period, to recover or settle
the carrying amount of its assets and liabilities.
3) Current and deferred tax for the period
Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and
deferred tax are also recognized in other comprehensive income or directly in equity respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the
estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and
future periods.
Critical Accounting Judgements
a. Lease terms - 2019
In determining a lease term, the Group considers all facts and circumstances that create an economic incentive to
exercise or not to exercise an option, including any expected changes in facts and circumstances from the
commencement date until the exercise date of the option. Main factors considered include contractual terms and
conditions for the optional periods, significant leasehold improvements undertaken over the contract term, the
importance of the underlying asset to the lessee’s operations, etc. The lease term is reassessed if a significant change
in circumstances that are within control of the Group occur.
Key Sources of Estimation Uncertainty
a. Estimated impairment of financial assets
The provision for impairment of trade receivables, investments in debt instruments, and financial guarantee
contracts is based on assumptions about risk of default and expected loss rates. The Group uses judgment in making
these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical
experience, existing market conditions as well as forward looking estimates as of the end of each reporting period.
Where the actual future cash inflows are less than expected, a material impairment loss may arise.
b. Estimated impairment of tangible assets and intangible assets (excluding goodwill)
The Group relies on subjective judgments and depends on industry usage patterns and related characteristics to
determine cash flows, asset useful lives, and future revenues and expenses. Any change in the operating
environment and corporate strategy may cause significant impairment loss.
c. Lessees’ incremental borrowing rates- 2019
In determining a lessee’s incremental borrowing rate used in discounting lease payments, a risk-free rate for the
same currency and relevant duration is selected as a reference rate, and the lessee’s credit spread adjustments and
lease specific adjustments are also taken into account.
6. CASH AND CASH EQUIVALENTS
Cash on hand
Checking accounts and demand deposits
Cash equivalent
Time deposits in banks
Repurchase agreements collateralized by bonds
December 31
2019
2018
$
6,065
769,510
$
7,521
1,338,553
2,245,053
-
1,881,214
8,433
$ 3,020,628
$ 3,235,721
The market rate intervals of cash in bank and bank overdrafts at the end of the reporting period were as follows:
Bank balance
Repurchase agreement collateralized by bonds
December 31
2019
2018
0.01%-2.25%
-
0.01%-1.55%
1.00%
7. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets at FVTPL - current
Financial assets classified as at FVTPL
Non-derivative financial assets
- Mutual funds
- Unlisted securities in the ROC
- Listed securities in the ROC
Financial assets held for trading
Non-derivative financial assets
December 31
2019
2018
$
987,692
45,904
41,960
$ 1,280,668
4,361
-
- Securities listed in the ROC and other countries - CB
15,123
28,718
$ 1,090,679
$ 1,313,747
Financial liabilities at FVTPL – non-current
Financial assets classified as at FVTPL
Non-derivative financial assets
- Securities unlisted in the ROC
- Private funds
- Mutual funds
- Securities listed in the ROC and other countries
$
$
658,431
260,140
75,119
33,755
462,387
160,226
75,432
39,822
$ 1,027,445
$
737,867
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Non-current
Domestic and foreign investments
Unlisted shares and emerging market shares
Listed shares and emerging market shares
Private funds
December 31
2019
2018
$
98,915
90,472
-
$ 127,991
78,246
39,971
$ 189,387
$ 246,208
9. NOTES AND ACCOUNTS RECEIVABLE, NET
Notes receivable
Notes receivable - operating
$
300
$
16
December 31
2019
2018
Trade receivables
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Trade receivable
832,662
(329)
832,333
954,518
(504)
954,014
$
832,633
$
954,030
The average credit period on sales of goods was 30 to 60 days without interest. The Group's exposure to credit risk and
external credit ratings are continuously monitored. In order to minimize credit risk, the management of the Group has
delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure
that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each
individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible
irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.
The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit
losses on trade receivables are estimated using a provision matrix by reference to the past default experience of the
debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry
in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic
conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different
loss patterns for different customer segments, the provision for loss allowance based on past due status is not further
distinguished according to the Group’s different customer base.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial
difficulty and there is no realistic prospect of recovery. Where recoveries are made, these are recognized in profit or loss.
The Group’s current credit risk grading framework is shown in the following table:
December 31, 2019
Not Overdue
Overdue
1- 60 days
Overdue
61-90 days
Overdue
91-120 days
Overdue 121
days or More
Total
Gross carrying amount
Expected credit losses
$ 832,233
-
$
$
90
-
$
-
-
$
-
-
339
(329 )
$ 832,662
(329 )
Amortized cost at December 31, 2019
$ 832,233
$
90
$
-
$
-
$
10
$ 832,333
December 31, 2018
Not Overdue
Overdue
1- 60 days
Overdue
61-90 days
Overdue
91-120 days
Overdue 121
days or More
Total
Gross carrying amount
Expected credit losses
$ 953,258
-
$
$
691
-
$
-
-
$
-
-
569
(504 )
$ 954,518
(504 )
Amortized cost at December 31, 2018
$ 953,258
$
691
$
-
$
-
$
65
$ 954,014
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1
Less: Amounts written off (Note)
Less: Net remeasurement of loss allowance
Exchange differences
Balance at December 31
December 31
2019
2018
$
504
(76)
(73)
(26)
$ 107,744
(107,257)
-
17
$
329
$
504
Note: The accounts receivable from one customer that were overdue for 2 years and determined to be uncollectible
and the accounts receivable from another customer that was declared bankrupt by court ruling were both
written off. The written-off receivables and allowance were both $107,257.
10. INVENTORIES
Finished goods
Work in progress
Raw materials
December 31
2019
2018
$
$
307,179
281,042
170,990
321,099
290,973
206,876
$
759,211
$
818,948
The costs of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 were
$3,050,138 thousand and $3,563,885 thousand, respectively.
The costs of inventories recognized as costs of goods sold for the years ended December 31, 2019 and 2018 were as follows:
Inventory write - downs
Income from scrap sales
Years Ended December 31
2018
2019
$ (16,192)
103
$ (35,411)
361
$ (16,089)
$ (35,050)
11. SUBSIDIARIES
a. The subsidiaries included in the consolidated financial statements
The information of the subsidiaries at the end of reporting period was as follows:
Name of Investor
Name of Investee
Main Businesses and Products
2019
2018
Note
Percentage of Ownership
December 31
Sunplus
Sunplus Management Consulting
Management
Ventureplus Group Inc.
Investment
(“Ventureplus Group”)
Sunplus Technology (H.K.)
International trade
Sunplus Venture
Investment
Lin Shih Investment (“Lin Shih”)
Investment
Sunplus mMobile Inc.
Design of ICs
Sunext Technology Co., Ltd.
Design of ICs
(“Sunext”)
Sunplus Innovation Technology
Design of ICs
Generalplus Technology Inc.
Design of ICs
(“Generalplus”)
Wei-Young Investment Inc.
Investment
Russell Holdings Limited
Investment
Magic Sky Limited
Investment
Sunplus mMedia Inc.
Design of ICs
Award Glory
Investment
Jumplux Technology
Design of ICs
Ventureplus Group
Ventureplus Mauritius
Ventureplus Mauritius
Ventureplus Cayman
Investment
Investment
Ventureplus Cayman
Ytrip Technology
Web research and development
100.00
100.00
100.00
100.00
100.00
100.00
92.55
61.13
34.30
100.00
100.00
100.00
89.76
100.00
55.00
100.00
100.00
38.47
100.00
100.00
100.00
100.00
100.00
100.00
91.40
61.13
34.30
100.00
100.00
100.00
89.76
100.00
55.00
100.00
100.00
-
-
-
-
-
-
-
-
Sunplus and its subsidiaries owned
47.99% of the equity in
Generalplus Technology, Inc. and
the Group had controlling interest
over Generalplus Technology, Inc.;
the investee is included in the
consolidated financial statements
-
-
-
-
-
-
-
-
38.47
Sunplus and its subsidiaries owned
90.71% of the equity in Ytrip.
Sunplus App Technology
Manufacturing and sale of
53.85
93.33
computer software; system
integration services and
information management and
education.
Sunplus Prof-tek Technology
Development of computer
100.00
100.00
(Shenzhen)
software, system integration
services, building rental
services and property
management
Sunplus Technology (Shanghai)
Development of computer
100.00
100.00
software, system integration
services and building rental
services
SunMedia Technology
Development of computer
100.00
100.00
software, system integration
services and building rental
services
Sunplus Technology (Beijing)
Development of computer
100.00
100.00
software, system integration
services and building rental
services
-
-
-
-
-
Sunplus Technology (Shanghai)
Ytrip Technology
Web research and development
44.08
44.08
Sunplus and its subsidiaries owned
Jsilicon Technology
Software Development and IC
100.00
Shuangxin Technology
Software Development and IC
55.00
Design
Design
Sunplus Prof-tek (Shenzhen)
Shuangxin Technology
Software Development and IC
45.00
Design
-
-
-
90.71% of the equity in Ytrip.
Registration of establishment
completed on February 26, 2019.
-
Sunplus and its subsidiaries owned
100% of the equity in Chongqing
Shuangxin Co., Ltd.
Ytrip Technology
Cculture Communication
Development and sale
Sunplus Venture
Jumplux Technology
Design of ICs
100.00
42.08
100.00
-
42.08
Sunplus and its subsidiaries owned
Han Young Technology
Design of ICs
Sunext Technology Co., Ltd.
Design of ICs
-
-
97.08% of the equity in Jumplux
Technology.
70.00
The liquidation of Han Young
Technology was completed on
November 15, 2019, refer to Note
29.
-
Due to organizational reorganization,
it transferred its equity to Sunplus
on 2018 and 2019.
Sunplus mMedia
Design of ICs
7.64
7.64
Sunplus and its subsidiaries owned
Sunplus Innovation
Design of ICs
5.64
5.64
Sunplus and its subsidiaries owned
100% of the equity in Sunplus
mMedia.
100% of the equity in Sunplus
Innovation
Lin Shih
Generalplus Technology Inc.
Design of ICs
13.69
13.69
Sunplus and its subsidiaries had
47.99% stake in Generalplus
Technology, Inc. and the Group
had controlling interest over
Generalplus Technology, Inc.; the
investee is included in the
consolidated financial statements
(Continued)
Percentage of Ownership
December 31
Name of Investor
Name of Investee
Main Businesses and Products
2019
2018
Note
Lin Shih
Sunplus mMedia
Design of ICs
2.60
2.60
Sunplus and its subsidiaries owned
Sunplus Innovation
Design of ICs
2.09
2.09
Sunplus and its subsidiaries owned
68.86% of the equity in Sunplus
Innovation.
100% of the equity in Sunplus
mMedia.
Generalplus
Generalplus Samoa
Generalplus Samoa
Generalplus Mauritius
Investment
Investment
Generalplus Mauritius
Generalplus Shenzhen
IC product development, after
sales service and market
research
Award Glory
Sunny Fancy
Generalplus HK
Marketing
Sunny Fancy
Giant Kingdom
Giant Rock
Investment
Investment
Investment
WORLDPLUS HOLDINGS
Investment
L.L.C. (Worldplus)
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
-
-
-
-
-
-
-
-
Giant Kingdom
Ytrip Technology
Web research and development
8.16
8.16
Sunplus's subsidiaries owned 90.71%
Giank Rock
Sunplus App Technology
Manufacturing and sale of
42.31
-
Sunplus and its subsidiaries owned
of the equity in Ytrip.
computer software; system
integration services and
information management and
education
96.16% of the equity in Sunplus
App.
Worldplus
Lingyao Technology
Software development and rental
100.00
-
Obtained control on September 2,
sales
2019, so it was included in the
consolidated financial statements.
(Concluded)
The financial statements as of and for the years ended December 31, 2019 of the above subsidiaries
except Sunplus Management Consulting and Generalplus HK, were audited by the auditors. The
management of the Company believes that the financial statements of Sunplus Management Consulting
and Generalplus HK will not be subject to major adjustments if it were audited.
b. Subsidiary excluded from the consolidated financial statements
Company name
Generalplus Technology Inc.
Sunplus Innovation Technology
The Voting Ratio of Non-controlling
Equity
December 31
2019
2018
52.01%
31.14%
52.01%
31.14%
Refer to attachment 6 for registered countries and company information:
Company Name
Profits Attributed to
Non-controlling Interests
Years Ended December 31
2019
2018
Non-controlling Interests
December 31
2019
2018
Generalplus Technology Inc.
Sunplus Innovation Technology
iCatch Technology
$
$
116,295
42,244
-
147,898
18,906
(20,889)
$ 1,075,166
308,951
-
$ 1,109,947
283,063
-
The summarized financial information below represents amounts before intragroup eliminations.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Equity attributable to:
Owners of the Company
Non-controlling interests
Operating revenue
Net income
Other comprehensive income
December 31
2019
2018
$ 3,190,003
790,554
792,198
214,644
$ 3,201,689
760,401
828,965
175,669
$ 2,973,715
$ 2,957,456
$ 1,589,598
1,384,117
$ 1,564,446
1,393,010
$ 2,973,715
$ 2,957,456
For the Years Ended December 31
2019
2018
$ 3,606,544
$ 4,223,670
$
359,235
(19,486)
$
306,710
(10,077)
Total other comprehensive income
$
339,749
$
296,633
Equity attributable to:
Owners of the Company
Non-controlling interests
Total other comprehensive attributable to:
Owners of the Company
Non-controlling interests
$
200,697
158,538
$
160,795
145,915
$
359,235
$
306,710
$
191,123
148,626
$
156,526
140,107
$
339,749
$
296,633
Cash flows
Cash flows from operating activities
Cash flows from (used in) investing activities
Cash flows used in financing activities
Effect of exchange rate changes on the balance of cash held in foreign
$
currencies
Net cash outflow
$
512,043
57,697
(304,255)
414,702
(146,496)
(296,520)
1,452
(1,649)
$
266,937
$
(29,963)
Dividend paid to non-controlling interests
$
(157,520)
$
(169,798)
12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Investments in associates
a.
Investments in associates
Listed companies
iCatch Technology
Global View Co., Ltd.
Autsys Co., Ltd.
December 31
2019
2018
$ 695,028
$ 729,219
December 31
2019
2018
$ 320,180
297,640
77,208
$ 350,859
307,106
71,254
$ 695,028
$ 729,219
As the end of the reporting period, the proportion of ownership and voting rights in associates held by the Group
were as follows:
Name of Associate
iCatch Technology
Global View Co., Ltd.
Autsys Co., Ltd.
December 31
2019
2018
36%
13%
16%
36%
13%
19%
Refer to Table 6 following these Notes to Consolidated Financial Statements for information on the associates’
business types, main operating locations and registered countries, and Table 7 following these Notes for the
information on investments in mainland China.
The fair values of publicly traded investments accounted for using the equity method were based on the closing
prices of those investments at the balance sheet date, as follows:
Name of Associate
Global View, Co., Ltd.
December 31
2019
2018
$ 239,889
$ 248,530
Investments in the above jointly controlled entities are accounted for using the equity method.
The summarized financial information of the Group’s associates is set out below:
Total assets
Total liabilities
December 31
2019
2018
$ 2,438,751
313,348
$
$ 2,569,477
369,039
$
Revenue
Profit for the period
Comprehensive income
Group’s share of profits of associates
Years Ended December 31
2018
2019
$ 1,088,383
(5,711)
$
(14,131)
$
(19,915)
$
$ 1,005,661
(45,428)
$
(103,126)
$
(44,862)
$
The investments accounted for by the equity method and the share of profit or loss and other comprehensive income
of those investments for the year ended December 31, 2019 and 2018 was based on the associates’ financial
statements audited by the auditors for the same years.
13. PROPERTY, PLANT AND EQUIPMENT
a. Assets used by the Group - 2019
Prepayments
for Equipment
and
Auxiliary
Machinery and
Testing
Transportation
Furniture and
Leasehold
Other
Construction
Buildings
Equipment
Equipment
Equipment
Equipment
Fixtures
Improvements
Equipment
in Progress
Total
Cost
Balance at January 1, 2019
$ 2,383,245
$ 193,874
$
13,729
$ 616,529
$
5,904
$ 266,331
$
2,782
$
23,959
$
2,940
$ 3,509,393
Additions
Disposals
Reclassified to investment
property
Consolidated changes
Effect of exchange rate
-
-
-
-
442
5,446
102,304
773
17,700
457
(5,408 )
(6,486 )
(198,512 )
(1,076 )
(40,489 )
(1,716 )
234
(39 )
9,900
137,256
-
(253,726 )
-
-
-
-
-
-
-
-
10,493
2,501
-
-
-
(10,720 )
(227 )
205
17,088
19,794
changes
(44,726 )
(1,618 )
(2,261 )
(2,904 )
272
(6,517 )
(43 )
(512 )
(6 )
(58,315 )
Balance at December 31, 2019
$ 2,338,519
$ 187,290
$
10,428
$ 517,417
$
5,873
$ 250,019
$
1,480
$
23,847
$
19,202
$ 3,354,075
Accumulated depreciation
Balance at January 1, 2019
$ 507,818
$ 126,857
$
12,759
$ 540,595
$
3,633
$ 231,996
$
2,331
$
19,447
$
-
$ 1,445,436
Depreciation expense
53,530
19,626
2,322
95,336
1,145
16,945
5,288
Disposals
Consolidated changes
Effect of exchange rate
-
-
(5,408 )
(6,375 )
(195,243 )
(1,052 )
(39,515 )
(1,716 )
-
-
-
-
2,273
-
601
(39 )
85
-
-
-
194,793
(249,648 )
2,358
changes
(6,105 )
2,147
(1,477 )
(3,534 )
292
(5,975 )
(4,664 )
151
-
(19,165 )
Balance at December 31, 2019
$ 555,243
$ 143,222
$
7,229
$ 437,154
$
4,018
$ 205,424
$
1,239
$
20,245
$
-
$ 1,373,774
Accumulated impairment
Balance at December 31, 2019
$
-
$
-
$
-
$
11,498
$
-
$
-
$
-
$
-
$
-
$
11,498
Carrying amounts at
December, 2019
$ 1,783,276
$
44,068
$
3,199
$
68,765
$
1,855
$
44,595
$
241
$
3,602
$
19,202
$ 1,968,803
b. 2018
Auxiliary
Machinery
Testing
Transportation
Furniture and
Leasehold
Other
Construction
Payable for
Buildings
Equipment
and
Equipment
Equipment
Fixtures
Improvements
Equipment
in Progress
purchases of
Total
Cost
Balance at January 1,
2018
Additions
Disposals
Reclassified to
investment property
Consolidated changes
Effect of exchange rate
changes
Balance at December
31, 2018
Accumulated
depreciation
Balance at January 1,
2018
Depreciation expense
Disposals
Reclassified to
investment property
Consolidated charges
Effect of exchange rate
changes
Balance at December
31, 2018
Equipment
Equipment
$ 2,407,349
-
-
$ 184,489
882
(9,476 )
$
15,131
1,576
(1,836 )
$ 566,450
133,708
(5,908 )
$
7,846
-
(1,790 )
$ 257,883
19,426
(6,625 )
$
-
-
23,676
-
-
-
-
(77,014 )
-
-
45
(1,224 )
26,352
125
-
(23,676 )
(516 )
$
$
21,772
253
(1,237 )
-
-
(24,104 )
(5,697 )
(1,142 )
(707 )
(152 )
(3,174 )
497
3,171
-
45
-
(45 )
-
-
$
-
2,940
-
$ 3,487,272
158,955
(26,872 )
-
-
-
-
(78,754 )
(31,308 )
$ 2,383,245
$ 193,874
$
13,729
$ 616,529
$
5,904
$ 266,331
$
2,782
$
23,959
$
-
$
2,940
$ 3,509,293
$ 456,802
53,993
-
$ 109,497
21,608
(9,476 )
$
13,500
3,612
(1,115 )
$ 478,413
101,194
(6,389 )
$
$
3,556
1,348
(22 )
$ 226,324
15,746
(7,741 )
$
$
4,695
5,272
-
18,833
773
(1,237 )
-
-
2,762
-
-
-
-
(34,174 )
-
-
-
(2,762 )
(505 )
(473 )
-
-
(2,977 )
2,466
(3,238 )
1,551
(1,249 )
(1,828 )
(4,401 )
1,078
$
-
-
-
-
-
-
-
-
-
-
-
-
$ 1,311,620
203,546
(25,980 )
-
(35,152 )
(8,598 )
$ 507,818
$ 126,857
$
12,759
$ 540,595
$
3,633
$ 231,996
$
2,331
$
19,447
$
-
$
-
$ 1,445,436
(Continued)
Machinery
Payable for
Auxiliary
and
Testing
Transportation
Furniture and
Leasehold
Other
Construction
purchases of
Buildings
Equipment
Equipment
Equipment
Equipment
Fixtures
Improvements
Equipment
in Progress
Equipment
Total
Accumulated
impairment
Balance at December
31, 2018
$
-
$
-
$
-
$
11,498
$
-
$
-
$
-
$
-
$
-
$
-
$
11,498
Balance at December
31, 2017 and
January 1, 2018
Carrying amounts at
December, 2018
$ 1,950,547
$
74,992
$
1,631
$
76,539
$
4,290
$
31,559
$
21,657
$
2,939
$
$ 1,875,427
$
67,017
$
970
$
64,436
$
2,271
$
34,335
$
451
$
4,512
$
-
-
$
$
-
$ 2,164,154
2,940
$ 2,052,359
(Concluded)
The above items of property, plant and equipment are depreciated on a straight-line basis over the following
estimated useful lives as follows:
Buildings
Auxiliary equipment
Machinery and equipment
Testing equipment
Transportation equipment
Furniture and fixtures
Leasehold improvements
Other equipment
10-56 years
3-11 years
3-10 years
1-5 years
4-10 years
1-6 years
5 years
3-10 years
Refer to Note 34 for the carrying amounts of property, plant and equipment that had been pledged by the Group to
secure borrowings.
14. LEASE ARRANGEMENTS
a. Right-of-use assets - 2019
Carrying amounts
Land
Buildings
Transportation equipment
Additions to right-of-use assets
Depreciation charge for right-of-use assets
Land
Buildings
Transportation equipment
December 31,
2019
$ 215,922
25,098
894
$ 241,914
2019
$
$
3,989
6,859
6,454
361
$
13,674
Income from the subleasing of right-of-use assets (presented in other
income)
$
(1,093)
The other part of right-of-use assets-land in China is subleased by operating leases, and the relevant right-of-use
assets are classified as investment properties. Please refer to Note 15.
b. Lease liabilities - 2019
Carrying amounts
Current
Non-current
Range of discount rate for lease liabilities was as follows:
Land
Buildings
Transportation equipment
c. Material lease-in activities and terms
December 31,
2019
$
11,885
$ 230,251
December 31,
2019
2.39%
1.575%-4.75%
1.575%
The Group leases land and buildings for the use of plants, offices and dormitory, also leases transportation
equipment for the use of business travel with lease terms of 2 to 50 years. Lease terms of land in the ROC is 20 years,
the lease contract for land located in the ROC specifies that lease payments will be adjusted on the basis of changes
in announced land value prices. Lease terms of land in China is 45-50 years. The Group does not have bargain
purchase options to acquire the leasehold land, buildings and transportation equipment at the end of the lease terms.
d. Subleases
Sublease of right-of-use assets - 2019
The Group subleases its right-of-use assets for buildings under operating leases with lease terms for 2 years
The maturity analysis of lease payments receivable under operating subleases was as follows:
Year 1
e. Other lease information
2019
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
December 31,
2019
$
1,153
2019
$
$
$
11,343
2,282
30,995
The Group leases parking spaces and other leases which qualify as short-term leases. The Group has elected to apply
the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
2018
The future minimum lease payments of non-cancellable operating lease commitments are as follows:
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
15. INVESTMENT PROPERTIES
Cost
December 31,
2018
$
16,561
46,037
36,576
$
99,174
Completed
Investment
Properties
Right-of-use
Assets
Total
Balance at January 1, 2019
Adjustments on initial application of IFRS 16
Balance at January 1, 2019 as restated
Additions
Effect of acquisition of subsidiary
Effect of exchange rate differences
$
$ 1,400,135
-
1,400,135
1,488
52,074
(52,690)
-
102,702
102,702
-
-
(3,835)
$ 1,400,135
102,702
1,502,837
1,488
52,074
(56,525)
Balance at December 31, 2019
$ 1,401,007
$
98,867
$ 1,499,874
Accumulated depreciation
Balance at January 1, 2019
Depreciation expense
Effect of acquisition of subsidiary
Effect of exchange rate differences
$
(360,821) $
(71, 513)
(14,691)
16,424
$
-
(2,574)
-
98
(360,821)
(74,087)
(14,691)
16,522
Balance at December 31, 2019
$
(430,601) $
(2,476) $
(433,077)
Balance at December 31, 2019, net
$
970,406
$
96,391
$ 1,066,797
Cost
Balance at January 1, 2018
Additions
Disposals
Effect of exchange rate differences
$
$ 1,435,061
3,891
(10,016)
(28,801)
-
-
-
$ 1,435,061
3,891
(10,016)
(28,801)
Balance at December 31, 2018
$ 1,400,135
$
-
$ 1,400,135
(Continued)
Completed
Investment
Properties
Right-of-use
Assets
Total
Accumulated depreciation
Balance at January 1, 2018
Depreciation expense
Effect of exchange rate differences
$
(296,010) $
(72,240)
7,429
Balance at December 31, 2018
$
(360,821) $
Balance at December 31, 2018
$ 1,039,314
$
-
-
-
-
-
$
(296,010)
(72,240)
7,429
$
(360,821)
$ 1,039,314
(Concluded)
The right-of-use assets in the investment properties are the use right of land signed by the Group and is subleased under
operating lease. The lease terms of the investment properties are from 1 to 15 years, with extension option according to
the original contract when exercising the renewal right. The lessee does not have the right of first refusal at the end of the
lease period.
The maturity analysis of lease payments receivable under operating leases of investment properties as of December 31,
2019 was as follows:
Year 1
Year 2
Year 3
December 31,
2019
$ 142,060
61,643
22,066
$ 225,769
The above items of investment properties are depreciated on a straight-line basis over their estimated useful lives as
follows:
Completed investment properties
Right-of-use assets
5-26 years
35-39 years
The future minimum lease payments of non-cancellable operating lease commitments as of December 31, 2018 are as
follows:
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
December 31,
2018
$
226,650
568,499
581,826
$ 1,376,975
The newly added investment properties of Lingyao Technology Co., Ltd. in Shenzhen, China were due to the merger of
enterprises. The fair value of the investment properties is appraised by an independent valuation agency of non-related
parties. Innolux Technology Co., Ltd. conducted a valuation by using income approach on September 2, 2019, and the
important unobservable inputs used included discounted values. The fair value of the valuation is as follows:
Fair value
December 31,
2019
$ 37,900
The fair value of the investment properties of SunMedia Technology had been determined on the basis of valuations
carried out on December 31, 2018 and 2017 by Sichuan Zongli Real Estate Land Assets Evaluation Co., Ltd. The
evaluation adopted the income approach, and the important unobservable input values used included the discounted
value. The evaluated fair value is as follows:
December 31
2019
2018
Fair value
$ 1,182,963
$ 1,267,909
The fair value of the investment properties of Sunplus Technology (Shanghai) Co., Ltd. had been determined on the
basis of valuations carried out at the reporting dates by Suzhou Feng-Zheng valuation firm. The evaluation adopted the
income approach, and the important unobservable input values used included the discounted value. The evaluated fair
value is as follows:
Fair value
$ 2,295,816
$ 2,471,410
December 31
2019
2018
16. INTANGIBLE ASSETS
Cost
Year Ended December 31, 2019
Technology
License Fees
Software
Patents
Goodwill
Total
Balance at January 1
Additions
Decrease
Reclassified
Effect of exchange rate differences
$ 778,507
55,525
(23,509)
(350)
(924)
$ 298,609
20,069
(6,026)
-
(52)
$ 114,504
-
-
-
(10)
$
30,596
-
-
-
-
$ 1,222,216
75,594
(29,535)
(350)
(986)
Balance at December 31
$ 809,249
$ 312,600
$ 114,494
$
30,596
$ 1,266,939
Accumulated amortization
Balance at January 1
Amortization expense
Decrease
Reclassified
Effect of exchange rate differences
$ 556,915
51,139
(23,509)
(175)
(512)
$ 270,852
25,302
(5,581)
-
(1,020)
$
$
83,215
1,371
-
-
4
-
-
-
-
-
$ 910,982
77,812
(29,090)
(175)
(1,536)
Balance at December 31
$ 583,858
$ 289,553
$
84,582
$
-
$ 957,993
(Continued)
Year Ended December 31, 2019
Technology
License Fees
Software
Patents
Goodwill
Total
$ 111,136
$
-
$
21,577
$
-
$ 132,713
$ 114,255
$
23,047
$
8,335
$
30,596
$ 176,233
(Concluded)
Year Ended December 31, 2018
Technology
License Fees
Software
Patents
Goodwill
Total
Accumulated deficit
Balance at January 1 and
December 31
Carrying amounts at
December 31, 2018
Cost
Balance at January 1
Additions
Decrease
Effect of exchange rate differences
Consolidated changes
$ 762,432
66,784
(20,568)
(500)
(29,641)
$ 310,734
24,736
(22,271)
(3,439)
(11,151)
$ 114,510
-
-
(6)
-
$
30,596
-
-
-
-
$ 1,218,272
91,520
(42,839)
(3,945)
(40,792)
Balance at December 31
$ 778,507
$ 298,609
$ 114,504
$
30,596
$ 1,222,216
Accumulated amortization
Balance at January 1
Amortization expense
Decrease
Effect of exchange rate differences
Consolidated changes
$ 528,672
54,526
(20,568)
(181)
(5,534)
$ 275,297
26,340
(22,271)
(375)
(8,139)
$
$
81,846
1,371
-
(2)
-
-
-
-
-
-
$ 885,815
82,237
(42,839)
(558)
(13,673)
Balance at December 31
$ 556,915
$ 270,852
$
83,215
$
-
$ 910,982
Accumulated deficit
Balance at January 1
Consolidated changes
$ 114,749
(3,613)
$
$
-
-
21,577
-
$
-
-
$ 136,326
(3,613)
Balance at December 31
$ 111,136
$
-
$
21,577
$
-
$ 132,713
Carrying amounts at
December 31, 2018
$ 110,456
$
27,757
$
9,712
$
30,596
$ 178,521
Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
Technology license fees
Software
Patents
1-10 years
1-10 years
8-18 years
An analysis of depreciation by function”
Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
17. OTHER ASSETS
Current
Other financial assets
Pledged time deposits (a)
Other assets
Prepayments for EDA tools
Finance lease payables (c)
Others
Non-current
Other financial assets
Pledged time deposits (a)
Time deposits (b)
Other assets
Refundable deposits
Finance lease payables (c)
Prepaid long-term investment
Others
For the Year Ended December 31
2019
2018
$
-
106
5,894
71,812
$
228
110
6,743
75,156
$
77,812
$
82,237
December 31
2019
2018
$ 119,920
$ 153,575
$
16,787
-
72,130
$
17,194
2,756
71,371
$
88,917
$
91,321
$
10,899
129,150
$
10,943
116,272
$ 140,049
$ 127,215
$
6,247
-
-
7,800
$
7,749
102,175
30,001
7,800
$
14,047
$ 147,725
a. Refer to Note 34 for information on pledged time deposits.
b. Generalplus Shenzhen invested RMB30,000 thousand and RMB26,0000 thousand in long-term certificates of
deposit with the bank in December 31, 2019 and December 31, 2018 (for durations of three years). The interest rates
for such certificates of deposit are at fixed rates.
c. The amounts of the Group’s finance lease payables for right of use assets - Land in China as of December 31, 2018
was $104,931 thousand, respectively.
18. LOANS
Short-term borrowings
Secured borrowings
Bank loans
Unsecured borrowings
Bank loans
December 31
2019
2018
$ 120,130
$ 122,769
203,496
188,446
$ 323,626
$ 311,215
The weighted average effective interest rates for bank loans from January 1, 2019 to December 31, 2019 and from
January 1, 2018 to December 31, 2018 were 1.745%-3.000% and 2.500%-3.594% per annum, respectively.
Long-term borrowings
The borrowings of the Group were as follows:
Maturity Date
Significant Covenant
2019
2018
December 31
Floating rate borrowings
Unsecured bank borrowings
2019.10.14
Originally repaid in July 2016, extended to
October 2019. The loan was settled in
advance on September 10, 2019.
Unsecured bank borrowings
2019.11.10
Repayable semiannually from November 2016,
Unsecured bank borrowings
2019.2.14
Repayable quarterly from February 2014, the
the loan was repaid on maturity
loan was repaid on maturity
Less: Current portion
Long-term borrowings
$
$
-
-
-
-
-
-
$
135,046
100,000
15,000
250,046
250,046
$
-
The effective borrowing rates as of December 31, 2018 were 1.545%-3.959%.
According to the loan contract, the consolidated financial statements of the company for 107 are limited by current ratio,
debt ratio, interest guarantee multiple. However, the Company’s inability to meet the ratio requirements would not be
deemed as a violation of the contracts. As of 2018, the Company was in compliance with these financial ratio
requirements.
19. TRADE PAYABLES
Accounts payable
Payable - operating
December 31
2019
2018
$ 352,155
$ 484,810
The average credit period on purchases of certain goods was 30-60 days. The Group has financial risk management
policies in place to ensure that all payables are paid within the pre-agreed credit terms.
20. OTHER LIABILITIES
Current
Other payables
Salaries or bonuses
Payable for royalties
Compensation due to directors
Commissions payable
Labor/health insurance
Refund liabilities
Payables for labor
Payables for purchases of equipment
Receipt in advance
Others
Deferred revenue
Deferred revenue
December 31
2019
2018
$ 299,871
46,676
46,467
31,540
26,629
21,971
6,105
5,552
3,028
88,262
$ 299,445
42,261
59,190
39,772
29,424
14,796
6,403
8,088
3,767
69,400
$ 576,101
$ 572,546
Arising from government grants (Note 27)
$
1,568
$
1,629
Non-current
Other payable
Long-term payables
Payables for purchases of equipment
Decommissioning liabilities
$
4,470
3,198
889
$
-
2,376
889
$
8,557
$
3,265
Deferred revenue
Arising from government grants (Note 27)
$
58,015
$
61,894
21. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
Sunplus, Generalplus, Sunext, Sunplus Innovation, Sunplus mMedia and Jumplux Technology of the
Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined
contribution plan. Under the LPA, the Group makes monthly contributions to employees’ individual
pension accounts at 6% of monthly salaries and wages.
b. Defined benefit plans
Before the promulgation of the LPA, Sunplus, Generalplus, Sunext, Sunplus Innovation and Jumplux
Technology of the Group had a defined benefit pension plan under the Labor Standards Law. Under this
plan, employees should receive either a series of pension payments with a defined annuity or a lump
sum that is payable immediately on retirement and is equivalent to 2 base units for each of the first 15
years of service and 1 base unit for each year of service thereafter. The total retirement benefit is subject
to a maximum of 45 units. The pension benefits are calculated on the basis of the length of service and
average monthly salaries of the six month before retirement. In addition, the Group makes monthly
contributions, equal to 2% of salaries, to a pension fund, which is administered by a fund monitoring
committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name and are
managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the company has no right to
influence the investment policy and strategy. According to the letter of Zhuhuanzi No. 1090003642
issued by the Hsinchu Science Park Administration of the Ministry of Science and Technology, the
Company ceased its retirement fund contribution temporarily from January 1, 2020 to December 31,
2020.
The actuarial valuations of plan assets and the present value of the defined benefit obligation were
carried out by qualifying actuaries. The principal assumptions used for the purposes of the actuarial
valuations were as follows:
December 31
2019
2018
Present value of funded defined benefit obligation
Fair value of plan assets
$ 267,360
(204,475)
$ 268,025
(188,770)
Net liabilities arising from defined benefit obligation
$
62,885
$
79,255
Movements in net defined benefit liabilities were as follows:
Present Value of
Funded Defined
Benefit
Obligation
Fair Value of
Plan Assets
Net Defined
Benefit Liabilities
(Assets)
$ 290,833
$ 191,869
$
98,964
Balance at January 1, 2018
Service cost
Current service cost
Net interest expense (income)
Recognized gain and loss
Remeasurement
Return on plan assets
Actuarial (gain) loss-experience adjustment
Actuarial (gain) loss-changes in demographic
assumptions
Actuarial loss-changes in financial assumptions
Recognized in other comprehensive income
Contributions from the employer
Consolidated changes
Liabilities extinguished on settlement
789
3,587
4,376
-
(4,068)
(53)
5,222
1,101
-
(24,373)
(3,912)
-
2,513
2,513
4,596
-
-
-
4,596
5,932
(8,609)
(7,531)
789
1,074
1,863
(4,596)
(4,068)
(53)
5,222
(3,495)
(5,932)
(15,764)
3,619
Balance at December 31, 2018
$ 268,025
$ 188,770
$
79,255
(Continued)
Present Value of
Funded Defined
Benefit
Obligation
Fair Value of
Plan Assets
Net Defined
Benefit Liabilities
(Assets)
$ 268,025
$ 188,770
$
79,255
Balance at January 1, 2019
Service cost
Current service cost
Net interest expense (income)
Recognized gain and loss
Remeasurement
Return on plan assets
Actuarial (gain) loss-experience adjustment
Actuarial (gain) loss-changes in demographic
assumptions
Actuarial loss-changes in financial assumptions
Recognized in other comprehensive income
Contributions from the employer
Benefit paid
805
3,051
3,856
-
(2,387)
47
3,602
1,262
-
(5,783)
-
2,212
2,212
6,223
-
-
-
6,223
13,053
(5,783)
805
839
1,644
(6,223)
(2,387)
47
3,602
(4,961)
(13,053)
-
Balance at December 31, 2019
$ 267,360
$ 204,475
$
62,885
(Concluded)
An analysis by function of the amounts recognized in profit or loss in respect of the benefit plans is as
follows:
Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31
2019
2018
$
155
176
431
936
$
215
234
453
904
Net liability arising from defined benefit obligation
$
1,698
$
1,806
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the
following risks:
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities,
bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the
mandated management. However, in accordance with relevant regulations, the return generated by
plan assets should not be below the interest rate for a 2-year time deposit with local banks.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
plan’s debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the
future salaries of plan participants. As such, an increase in the salary of the plan participants will
increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by
qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as
follows:
Discount rate(s)
Expected rate(s) of salary increase
Resignation rate
December 31
2019
2018
0.80%-1.00%
4.00%-5.00%
0%-28%
1.10%-1.20%
4.00%-5.00%
0%-28%
If possible reasonable change in each of the significant actuarial assumptions will occur and all other
assumptions will remain constant, the present value of the defined benefit obligation would increase
(decrease) as follows:
Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
1% increase
1% decrease
December 31,
2019
December 31,
2018
$
$
$
$
(7,703)
8,014
32,682
(28,567)
$
$
$
$
(8,405)
8,761
35,932
(31,147)
The sensitivity analysis presented above may not be representative of the actual change in the present
value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
Expected contributions to the plan for the next year
$
4,024
$
9,106
Average duration of the defined benefit obligation
13-16 years
14-17 years
December 31
2019
2018
22. EQUITY
a. Share capital
1) Ordinary shares:
December 31
2019
2018
Number of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
1,200,000
$ 12,000,000
591,995
5,919,949
$
1,200,000
$ 12,000,000
591,995
5,919,949
$
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right
to dividends.
Of the Group’s authorized shares, 80,000 thousand shares had been reserved for the issuance of
convertible bonds and employee share options.
2) Global depositary receipts
In March 2001, Sunplus issued 20,000 thousand units of global depositary receipts (GDRs),
representing 40,000 thousand ordinary shares that consisted of newly issued and originally
outstanding shares. The GDRs are listed on the London Stock Exchange (code: SUPD) with an
issuance price of US$9.57 per unit. As of December 31, 2019, the outstanding 175 thousand units of
GDRs represented 350 thousand ordinary shares.
b. Capital surplus
December 31
2019
2018
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (a)
Arising from the issuance of ordinary shares
Arising from the acquisition of a subsidiary
The difference between consideration received or paid and the carrying
amount of the subsidiaries’ net assets during actual disposal or
acquisition
$ 196,095
157,423
$ 409,213
157,423
140,184
140,022
May be used to offset a deficit only
From treasury share transactions
Changes in net equity of associates or joint ventures accounted for using
the equity method
45,239
55,491
43,958
50,782
$ 594,432
$ 801,398
a) When the Company has no deficit, such capital surplus may be distributed as cash dividends, or may be
transferred to share capital once a year and within a certain percentage of the Company’s capital surplus.
c. Retained earnings and dividend policy
Under the dividend policy as set forth in the amended Articles, Sunplus shall appropriate from annual net income
less any accumulated deficit: (a) 10% as legal reserve; and (b) special reserve equivalent to the debit balance of any
accounts shown in the shareholders’ equity section of the balance sheet, other than deficit.
Under the approved shareholders’ resolution, the current year’s net income less all the foregoing appropriations and
distributions, plus the prior years’ unappropriated earnings may be distributed as additional dividends. Sunplus’
policy is that cash dividends should be at least 10% of total dividends distributed. However, cash dividends will not
be distributed if these dividends are less than NT$0.5 per share.
Under the regulations promulgated, a special reserve equivalent to the debit balance of any account shown in the
shareholders’ equity section of the balance sheet (for example, unrealized loss on financial assets and cumulative
translation adjustments) should be allocated from unappropriated retained earnings. For the policies on distribution
of employees’ compensation and remuneration to directors before and after amendment, refer to Note 24-g.
Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital.
Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of
the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
The Company appropriates or reverses a special reserve in accordance with Rule No. 1010012865 and Rule No.
1010047490 issued by the FSC and the directive entitled “Questions and Answers on Special Reserves
Appropriated Following the Adoption of IFRSs”. Distributions can be made out of any subsequent reversal of the
debit to other equity items.
The appropriations from the 2019 and 2018 earnings were approved at the shareholders’ meetings in June 10, 2019
and on June 11, 2018, respectively. The appropriations, including dividends, were as follows:
Legal reserve
Special reserve
Cash dividend
Cash dividend per share (NT$)
Appropriation of Earnings
For Year 2018
For Year 2017
562
$
$ 241,173
-
$
-
$
41,321
$
$
44,284
$ 327,551
0.5533
$
The Company’s shareholders also proposed in the shareholders’ meeting on June 10, 2019 and June 11, 2018 to
issue cash dividends from capital surplus of $213,118 and $86,846 thousand, respectively.
The appropriation of earnings for 2019 is subject to resolution in the shareholders’ meeting to be held on June 12,
2020.
d. Special reserve
Beginning at January 1
Appropriations to the special reserve
Balance at December 31
e. Other equity items
1) Foreign currency translation reserve:
Balance at January 1
Exchange differences on translating foreign operations
Share of exchange differences of associates accounted for using
equity method
Balance at December 31
For the Year Ended December 31
2019
2018
$ 62,279
241,173
$ 22,995
44,284
$ 308,452
$ 67,279
For the Year Ended December 31
2019
2018
$ (138,875)
(75,511)
$ (122,100)
(13,871)
(4,394)
(2,904)
$ (218,780)
$ (138,875)
2) Unrealized gain (loss) from investments in equity instruments measured at fair value through other
comprehensive income:
Balance at January 1
Current
Unrealized gain (loss)
Cumulative unrealized gain (loss) of equity instruments
transferred to retained earnings due to disposal
Share of unrealized gain (loss) on associates accounted for using the
equity method
Balance at December 31
f. Non-controlling interests
For the Year Ended December 31
2019
2018
$ (303,968)
$ (230,011)
(20,881)
(104,028)
279,514
3,089
37,070
(6,999)
$
(42,246)
$ (303,968)
Balance at January 1
Attributable to no controlling interests:
Share of profit for the year
Exchange difference on translation foreign operations
Unrealized gain (loss) on financial assets at FVTOCI
Actuarial gains on defined benefit plans
Distribution of dividends by subsidiaries
Non-controlling interests related to outstanding vested share options
held by the employees of subsidiaries
Disposal of subsidiaries (Note 29)
Others
For the Year Ended December 31
2019
2018
$ 1,401,664
$ 1,677,049
159,443
(9,377)
(563)
225
(157,520)
-
-
286
136,707
(4,190)
343
(1,165)
(169,798)
37
(229,844)
(8,953)
Balance at December 31
$ 1,394,158
$ 1,401,664
g. Treasury shares
Purpose of Buyback
Number of shares as of January 1, 2018
Decrease
Number of shares as December 31, 2018
Number of shares as of January 1, 2019
Decrease
Number of shares as December 31, 2019
Shares
Transferred to
Employees (In
Thousands of
Shares)
Shares Held by
Its Subsidiaries
(In Thousands of
Shares)
Total (In
Thousands of
Shares)
-
-
-
-
-
-
3,560
-
3,560
3,560
-
3,560
3,560
-
3,560
3,560
-
3,560
The Group’s shares held by its subsidiaries at the end of the reporting periods were as follows:
Name of Subsidiary
December 31, 2019
Shares
Transferred to
Employees (in
Thousands of
Shares)
Shares Held by
Its Subsidiaries
(in Thousands of
Shares)
Total (in
Thousands of
Shares)
Lin Shin Investment Co., Ltd
3,560
$ 63,401
$ 48,238
December 31, 2018
Lin Shin Investment Co., Ltd
3,560
$ 63,401
$ 40,050
Under the Securities and Exchange Act, Sunplus should neither pledge treasury shares nor exercise shareholders’
rights on these shares, such as rights to dividends and to vote.
23. REVENUE
Revenue from contracts with customers
Rental income from property
Other
a. Contract information
Revenue from the sale of goods
For the Year Ended December 31
2019
2018
$ 5,110,744
265,330
136,256
$ 5,663,059
199,184
215,490
$ 5,512,330
$ 6,077,733
IC products are sold to agents and customers. The Company determines the sales price of products based on orders.
It takes into consideration the past purchases of agents and customers in order to estimate the most likely discount
amount and return rate. Based on the determination of revenue, the Company recognizes the amount and the
liabilities for refunds (accounted for as other current liabilities).
Other
Other mainly come from software development.
b. Contract balances
December 31,
2019
December 31,
2018
January 1,
2018
Trade receivables (Note 9)
$
832,633
$
954,030
$ 1,197,626
Contract liabilities - current
$
24,912
$
7,511
$
-
The changes in the balance of contract liabilities primarily result from the timing difference between the Company’s
performance and the respective customer’s payment.
c. Disaggregation of revenue
For the Year Ended December 31, 2018
Primary geographical markets
Asia
Taiwan
Others
Timing of revenue recognition
Satisfied at a point in time
Satisfied over time
24. NET PROFIT
Net profit included the following items:
a. Other income
Interest income
Dividend income
Subsidy income
Others
b. Other gains and losses
Reportable Segments
Direct Sales
2018
2018
$ 3,499,818
1,956,236
59,276
$ 4,065,798
1,909,863
102,072
$ 5,512,330
$ 6,077,733
$ 5,236,136
276,194
$ 5,860,179
217,554
$ 5,512,330
$ 6,077,733
For the Year Ended December 31
2019
2018
$
24,578
28,815
19,294
83,429
$
22,896
26,982
1,661
64,924
$ 156,116
$ 116,463
For the Year Ended December 31
2019
2018
Net gain (loss) on financial assets and liabilities
Net gain (loss) on financial assets designated as at FVTPL (Note 7)
$
Net foreign exchange loss
Gain on disposal of subsidiary/associates
Others
17,879
(27,640)
(43)
10,931
$
67,736
(15,895)
182,621
11,540
$
1,127
$ 246,002
c. Finance costs
Interest on bank loans
Interest on lease liabilities
Other finance costs
d. Depreciation and amortization
An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating costs
Operating expenses
e. Operating expenses directly related to investment properties
For the Year Ended December 31
2019
2018
$ 15,721
5,674
3,454
$ 21,239
-
2,584
$ 24,849
$ 23,823
For the Year Ended December 31
2019
2018
$
81,393
201,161
$
79,758
196,028
$ 282,554
$ 275,786
$
-
77,812
$
228
82,009
$
77,812
$
82,237
For the Year Ended December 31
2019
2018
Direct operating expenses from investment property that generated rental
income
$ 77,547
$ 76,191
f. Employee benefit expense
Short-term benefits
Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 21)
Other employee benefits
Share-based payments
Equity-settled
Other employee benefits
For the Year Ended December 31
2019
2018
$ 1,494,942
$ 1,716,303
45,278
1,698
46,976
-
28,171
56,066
1,806
57,872
37
28,418
Total employee benefit expense
$ 1,570,089
$ 1,802,630
An analysis of employee benefit expense by function
Operating costs
Operating expenses
g. Employees’ compensation and remuneration of directors
$
97,707
1,472,382
$
136,269
1,666,361
$ 1,570,089
$ 1,802,630
The Company resolved amendments to its Articles of Incorporation to distribute employees’ compensation and
remuneration directors at rates of no less than 1% and no higher than 1.5%, respectively, of net profit before income
tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of
directors for the years ended December 31, 2019 and 2018, which have been approved by the Company’s board of
directors on March 30, 2020 and March 20, 2018, respectively, were as follows:
Accrual rate
Employees’ compensation
Remuneration of directors
Amount
For the Year Ended December 31
2019
1.00%
1.50%
2018
1.00%
1.50%
For the Year Ended December 31
2019
2018
Cash
Shares
Cash
Shares
Employees’ compensation
Remuneration of directors
$
$
206
309
$
-
-
$
80
119
-
-
If there is a change in the proposed amounts after the annual consolidated financial statements are authorized for
issue, the differences are recorded as a change in accounting estimate.
There was no difference between the actual amounts of employees’ compensation and remuneration of directors
paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2019
and 2018.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of
directors in 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock
Exchange.
h. Gain or loss on exchange rate changes
Exchange rate gains
Exchange rate losses
For the Year Ended December 31
2019
2018
$
87,093
(114,733)
$ 140,569
(156,464)
$
(27,640)
$
(15,895)
25. INCOME TAXES
a.
Income tax recognized in profit or loss
The major components of tax expense were as follows:
Current tax
In respect of the current year
Adjustments for prior periods
Consolidated changes
Deferred tax
In respect of the current year
For the Year Ended December 31
2019
2018
$ 90,323
(22,355)
-
67,968
$ 86,720
(24,496)
(1,518)
60,706
1,500
961
Income tax expense recognized in profit or loss
$ 69,468
$ 61,667
A reconciliation of accounting profit and current income tax expenses is as follows:
Profit before tax
Income tax expense at the 17% statutory rate
Different statutory rate in other jurisdictions
Tax effect of adjusting items:
Nondeductible expenses in determining taxable income
Temporary differences
Unrecognized temporary differences
Current investment credit
Effects of consolidated income tax filing
Current income tax expense
Deferred income tax expense
Temporary differences
Unrecognized loss carryforwards
Adjustments for prior years’ tax
Foreign income tax expense
Consolidated changes
Years Ended December 31
2018
2019
$ 244,220
$ 203,990
$
48,844
2,344
$
40,798
1,710
3,163
(11,475)
(419)
(6,650)
(42)
35,765
1,500
49,771
(22,355)
4,787
-
(11,962)
(22,380)
(885)
-
(47)
7,234
961
77,806
(24,496)
1,680
(1,518)
Income tax expense recognized in profit or loss
$
69,468
$
61,667
The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to
20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from
10% to 5%.
In July 2019, the President of the ROC announced the amendments to the Statute for Industrial Innovation, which
stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or
purchase of certain assets or technologies are allowed as deduction when computing the income tax on
unappropriated earnings.
b. Current tax assets and liabilities
Current tax assets
Tax refund receivable (classified as other receivable)
Prepaid income tax (classified as other current assets)
$
516
24
$
871
-
December 31
2019
2018
Current tax liabilities
Income tax payable
c. Deferred tax assets and liabilities
$
540
$
871
$ 52,169
$ 56,972
The Group offset certain deferred tax assets and deferred tax liabilities that met the offset criteria.
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2019
Deferred Tax Assets
Opening Balance
Recognized in
Profit or Loss
Closing Balance
Temporary differences
Unrealized loss on inventories
Fixed assets
Unrealized sales
Exchange (gains) losses
Other
For the year ended December 31, 2018
$
12,102
4,063
675
(1,003)
14,417
$
18
884
208
777
(3,387)
$
12,120
4,947
883
(226)
11,030
$
30,254
$
(1,500)
$
28,754
Deferred Tax Assets
Opening Balance
Recognized in
Profit or Loss
Closing Balance
Temporary differences
Unrealized loss on inventories
Fixed assets
Unrealized sales
Exchange (gains) losses
Other
$
19,913
864
658
(924)
10,704
$
(7,811)
3,199
17
(79)
3,713
$
12,102
4,063
675
(1,003)
14,417
$
31,215
$
(961)
$
30,254
d. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred
tax assets have been recognized in the consolidated balance sheets
Loss Carryforwards
Expiry in 2019
Expiry in 2020
Expiry in 2021
Expiry in 2022
Expiry in 2023
Expiry in 2024
Expiry in 2025
Expiry in 2026
Expiry in 2027
Expiry in 2028
Expiry in 2029
December 31
2019
2018
$
$
-
251,700
535,328
536,364
1,467,084
65,199
49,489
55,551
88,194
130,320
75,674
257,108
251,700
551,637
536,364
1,467,084
65,199
49,489
55,551
88,194
130,320
-
$ 3,254,903
$ 3,452,646
Deductible temporary differences
$
113,956
$
177,411
e. Unused loss carryforwards and tax-exemptions
Loss carryforwards as of December 31, 2019 pertaining to Sunplus:
Unused Amount
$
211,457
322,509
394,894
1,144,831
24,228
19,642
$ 2,117,561
Loss carryforwards as of December 31, 2019 pertaining to Sunplus Venture:
Unused Amount
$
17,891
4,863
92,197
$
114,951
Loss carryforwards as of December 31, 2019 pertaining to Lin Shin:
Unused Amount
$
39,908
Loss carryforwards as of December 31, 2019 pertaining to Sunext:
Unused Amount
Expiry Year
2020
2021
2022
2023
2027
2029
Expiry Year
2020
2022
2023
Expiry Year
2023
Expiry Year
$
103,779
100,760
159,490
31,147
975
$
396,151
2021
2022
2023
2024
2025
Loss carryforwards as of December 31, 2019 pertaining to Sunplus mMedia:
Unused Amount
Expiry Year
$
22,352
109,040
35,847
30,658
29,360
27,164
11,155
9,369
57,427
25,066
$
357,438
Loss carryforwards as of December 31, 2019 pertaining to Jumplux:
Unused Amount
$
4,692
21,350
44,396
54,597
72,893
30,966
$
228,894
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
Expiry Year
2024
2025
2026
2027
2028
2029
The income from the following projects is exempt from income tax for five years. The related tax-exemption periods
are as follows:
Project
Tax Exemption Period
Sunplus
Fourteenth expansion
Fifteenth expansion
January 1, 2015 to December 31, 2019
January 1, 2015 to December 31, 2019
f.
Income tax assessments
The income tax returns of Sunplus, Sunplus mMobile, Generalplus, Sunplus Innovation, Sunext, Sunplus mMedia,
Sunplus management Consulting, Wei-Yough, Lin Shih, Sunplus Venture and Jumplus through 2017 had been
assessed by the tax authorities.
26. EARNINGS PER SHARE
Basic gain per share
Diluted earnings per share
Unit: NT$ Per Share
For the Year Ended December 31
2019
2018
$
$
0.03
0.03
$
$
0.01
0.01
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were
as follows:
Net profit for the year
Profit for the year attributable to owners of the Company
Effect of potentially dilutive ordinary shares
Bonuses for employees
Years Ended December 31
2018
2019
$
15,309
$
5,616
-
-
Earnings used in the computation of diluted EPS from continuing operations
$
15,309
$
5,616
The weighted average number of ordinary shares outstanding (in thousand shares) is as follows:
For the Year Ended December 31
2019
2018
Weighted average number of ordinary shares used in the computation of
basic earnings per shares
Effect of dilutive potential ordinary shares:
Bonuses issued to employees
588,435
588,435
16
60
Weighted average number of ordinary shares used in the computation of
diluted earnings per share
588,451
588,495
If the Company offered to settle bonus or remuneration to employees in cash or shares. If the Company decides to use
shares in settling the entire amount of the bonus or remuneration the resulting potential shares will be included in the
weighted average number of shares outstanding to be used in computation of diluted earnings per share, if the effect is
dilutive. This dilutive effect of the potential shares will be included in the computation of diluted earnings per share until
the number of shares to be distributed to employees is determined in the following year.
27. GOVERNMENT GRANTS
In August 2013, Sun Media Technology Co., Ltd. received a government grant amounting to RMB16,390 thousand
($79,213 thousand) for the purchase of land on which to build a plant. The amount was recognized as deferred revenue
and subsequently transferred to profit or loss over the useful life of the related asset.
The total revenue recognized as profit for the years ended December 31, 2019 and 2018 was $1,629 and $1,661
thousand, respectively.
28. CONSOLIDATION OF SUBSIDIARR
a. Subsidiaries acquired
Subsidiary
Principal Activity
Date of Acquisition
Proportion of
Voting Equity
Interests
Acquired (%)
Consideration
Transferred
Worldplus and its
subsidiaries
Investment, development
of computer software,
system integration
services and building
rental
b. Consideration transferred
September 2, 2019
100
$ 112,669
Cash
c. Assets acquired and liabilities assumed at the date of acquisition
Current assets
Cash and cash equivalents
Trade and other receivables
Non-current assets
Property, plant and equipment
Construction in progress
Investment properties
Current liabilities
Trade and other payables
Long-term payables
Worldplus and
Its Subsidiaries
$ 112,669
Worldplus and
Its Subsidiaries
$
64,454
428
377
17,088
37,383
(2,303)
(4,758)
$ 112,669
d. Net cash outflow on the acquisition of subsidiaries
Consideration paid in cash
Less: Cash and cash equivalent balances acquired
e.
Impact of acquisitions on the results of the Group
Worldplus and
Its Subsidiaries
$ 112,669
(64,454)
$
48,215
The results of Worldplus and its subsidiary since the acquisition date included in the consolidated statements of
comprehensive income were as follows:
Net revenue
Net profit
Worldplus and
Its Subsidiaries
$
$
2,053
(2,582)
If the merger of Worldplus and its subsidiaries occurred on January 1, 2019, the Japanese company’s proposed
operating income and proposed operating net loss were $5,516,431 and $728,250, respectively, from January 1 to
December 31, 2019. It is reflected that the actual revenue and operating results of the Company should not be used
as a predictor of future operating results. The original accounting treatment of Worldplus and its subsidiaries is only
tentative on the balance sheet date. For the purpose of taxation, the tax base of Worldplus and its subsidiaries’ assets
is subject to re-determination based on the market value of such assets and the taxable value of the company’s
management.
In determining the pro-forma revenue and profit of the Group had Worldplus and its subsidiaries been acquired at
the beginning of the financial year, the management considered the following:
1) The fair values of property, plant and equipment, rather than their carrying amounts recognized in the respective
pre-acquisition financial statements at the initial accounting for the business combination, were used as a basis
for the depreciation of property, plant and equipment.
29. DISPOSAL OF SUBSIDIARIES
2019
The Group completed the liquidation on its subsidiary, Han Young Technology Co., Ltd. on November 15, 2019.
a. Analysis of assets amd liabilities from liquidation
Current assets
Cash and cash equivalents
Other receivables
Non-current assets
Property, plant and equipment
Refundable deposits
Current liabilities
Others
Net assets disposed of
b. Loss on liquidation of subsidiaries
Collection price of investments accounted
Net assets disposed of
Non-controlling interests
Loss on disposal
c. Net cash inflow on liquidation of subsidiaries
Consideration received in cash and cash equivalents
Less: Cash and cash equivalent balances disposed of
2018
Hanyang
Technology Co.,
Ltd.
$
2,481
7
29
55
(29)
$
(2,543)
Hanyang
Technology Co.,
Ltd.
$
1,737
(2,543)
763
$
43
Hanyang
Technology Co.,
Ltd.
$
1,737
(2,481)
$
(744)
In March 2018, the Company did not participate in the capital increase in cash of Sunplus Technology Xiamen Xm-plus
in accordance with the shareholding ratio, resulting in the company’s shareholding ratio decreasing from 100% to 45%,
and the number of directors was less than half the usual number, hence the control of Sunplus Technology Xiamen
Xm-plus was lost. In addition, iCatch Technology has independently operated its financial activities on July 31, 2018, so
the Company assessed it has lost control.
a. Analysis of assets and liabilities on the date control was lost
Current assets
Cash and cash equivalents
Accounts receivables
Inventories
Other receivables
Other current assets
Non-current assets
Property, plant and equipment
Intangible assets
Refundable deposits
Deferred income tax - non-current
Current liabilities
Trade payables
Accrued expenses
Other current liabilities
Accrued pension liabilities
Deposits received
Contract liabilities
Net liabilities disposed of
b. Gain on disposal of subsidiaries
Collection price of investments accounted for using the equity method
Disposed of net liabilities (assets)
Reclassification of net assets and related hedging instruments to
accumulated exchange differences on profit (loss) due to loss of
control of subsidiaries
Non-controlling interests
Sunplus
Technology
Xiamen Xm-plus
iCatch
Technology
$
187
-
971
63
1,009
595
77
-
-
(170)
-
(20,710)
-
-
-
$ 159,384
130,898
205,200
5,686
94,941
43,007
25,427
1,674
1,518
(148,922)
(28,812)
(606)
(15,533)
(33,053)
(19,637)
$
(17,978)
$ 421,172
Sunplus
Technology
Xiamen Xm-plus
iCatch
Technology
$
9,294
17,978
$ 335,164
(421,172)
(211)
-
-
229,844
Gain on disposals
$
27,061
$ 143,836
30. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS
Sunplus purchased Jumplux Technology's issuance of ordinary shares for cash on July, 2018, resulting in an increase in
the overall shareholding ratio from 95.00% to 97.08%.
Sunplus Shanghai Company purchased Yrip Technology’s issuance of ordinary shares for cash on August, 2018,
resulting in an increase in the overall shareholding ratio from 83.40% to 90.71%.
Lingyang Company repurchased its equity from the external shareholders of Sunext Company from October to
December, 2018, resulting in an increase in the overall shareholding ratio from 74.15% to 91.40%.
From January to March, April and September, 2019, Sunplus purchased the equity from the external shareholders of
Sunext Technology Co., Ltd. increasing its controlling interest from 91.40% to 91.47%, 91.47% to 91.53% and 91.53%
to 92.55%, respectively.
In February, May and December, 2019, Giant Rock subscribed for the capital increase in cash of Sunplus App Technology, increasing its controlling
interest from 93.33% to 95.00%, 95.00% to 95.65% and 95.65% to 96.16%.
The above transactions were accounted for as equity transactions since the Group did not cease to have control over these subsidiaries.
2019
Cash consideration paid
The proportionate share of the carrying amount of the net assets of the
subsidiary transferred to non-controlling interests
Sunext
Technology Co.,
Ltd.
Sunplus App
Technology
$
(2,184)
$
-
2,346
(3,394)
Differences recognized from equity transactions
$
162
$
(3,394)
Line items adjusted for equity transactions
Unappropriated earnings
Capital surplus - difference between consideration
received or paid and the carrying amount of the
subsidiaries’ net assets during actual disposal or
acquisition
Retained earnings
2018
Cash consideration paid
The proportionate share of the carrying amount of the
net assets of the subsidiary transferred to
non-controlling interests
Reattribution of other equity to (from) non-controlling
interests
Exchange differences on translating the financial
statements of foreign operations
Sunext
Technology Co.,
Ltd.
Sunplus App
Technology
Total
$
-
$
(3,394)
$
(3,394)
162
-
162
$
162
$
(3,394)
$
(3,232)
Jumplux
Technology
Ytrip Technology
Co., Ltd.
Sunext
Technology Co.,
Ltd.
$
-
$
-
$
(31,571)
(3,667)
(18,747)
31,300
-
212
-
Differences recognized from equity transactions
$
(3,667)
$
(18,535)
$
(271)
Jumplux
Technology
Ytrip
Technology Co.,
Ltd.
Sunext
Technology Co.,
Ltd.
Total
Line items adjusted for equity
transactions
Capital surplus - changes in percentage
of ownership interests in subsidiaries $
(3,667)
$
(18,535) $
-
$
(22,202)
Capital surplus - difference between
consideration received or paid and
the carrying amount of the
subsidiaries’ net assets during actual
-
-
(271)
(271)
disposal or acquisition
31. CAPITAL MANAGEMENT
$
(3,667) $
(18,535) $
(271) $
(22,473)
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while
maximizing the return to stakeholders through the optimization of the debt and equity balance.
The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the
Group (comprising issued capital, reserves, retained earnings and other equity) attributable to owners of the Group.
The Group is not subject to any externally imposed capital requirements.
32. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments that are not measured at fair value
The management of the Company considers that the fair values of financial assets and financial liabilities that are
not measured at fair value approximate their fair values.
b. Fair value of financial instruments that are measured at fair value on recurring basis.
1) Fair value hierarchy
December 31, 2019
Financial assets at FVTPL
Mutual funds
Listed shares and emerging
market shares in the ROC
and other countries
Level 1
Level 2
Level 3
Total
$ 1,062,811
$
-
$
-
$ 1,062,811
75,715
-
-
75,715
(Continued)
Level 1
Level 2
Level 3
Total
Unlisted shares and
emerging market shares
in the ROC and other
countries
$
7,864
$
-
$
696,471
$
74,335
Securities listed in the ROC
and other countries - CB
Private funds
15,123
-
-
-
-
260,140
15,123
260,140
$ 1,161,513
$
-
$
956,611
$ 2,118,124
Financial assets at FVTOCI
Listed shares and emerging
market shares in the ROC $
90,472
$
-
$
-
$
90,472
Unlisted shares and
emerging market shares
in the ROC and other
countries
December 31, 2018
Financial assets at FVTPL
Mutual funds
Listed shares and emerging
market shares in the ROC
and other countries
Unlisted shares and
emerging market shares
in the ROC and other
countries
Securities listed in the ROC
- CB
Private funds
Financial assets at FVTOCI
Listed shares and emerging
18,680
-
80,235
98,915
$
109,152
$
-
$
80,235
$
189,387
(Concluded)
Level 1
Level 2
Level 3
Total
$ 1,356,100
$
-
$
-
$ 1,356,100
44,183
-
28,718
-
-
-
-
-
-
44,183
462,387
462,387
-
160,226
28,718
160,226
$ 1,429,001
$
-
$
622,613
$ 2,051,614
market shares in the ROC $
78,246
$
-
$
-
$
78,246
Unlisted shares and
emerging market shares
in the ROC and other
countries
Private funds
17,320
-
-
-
110,671
39,971
127,991
39,971
$
95,566
$
-
$
150,642
$
246,208
There were no transfers between Levels 1 and 2 in the current and prior periods.
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the Year Ended December 31, 2019
Financial Assets
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive income
Purchases
Disposals and proceeds from return of capital
of investments
Reclassified
Effect of exchange rate changes
Financial Assets
at FVTPL
Financial Assets
at FVTOCI
$ 662,584
(25,062)
-
328,054
$ 110,671
-
(35,402)
-
(5,963)
-
(3,002)
(24,604)
30,001
(431)
Total
$ 773,255
(25,062)
(35,402)
328,054
(30,567)
30,001
(3,433)
Balance at December 31, 2019
$ 956,611
$
80,235
$ 1,036,846
For the Year Ended December 31, 2018
Financial Assets
Financial Assets
at FVTPL
Financial Assets
at FVTOCI
Balance at January 1, 2018
Recognized in profit or loss
Recognized in other comprehensive income
Purchases
Disposals
Transfers out of Level 3
Effect of exchange rate changes
$ 442,888
16,345
-
315,443
(111,996)
-
(96)
$ 171,568
-
(78,319)
35,894
(4,930)
(13,593)
51
Total
$ 614,456
16,345
(78,319)
351,337
(116,926)
(13,593)
(45)
Balance at December 31, 2018
$ 622,584
$ 110,671
$ 773,255
3) Valuation techniques and inputs applied for Level 3 fair value measurement
a) The fair values of unlisted shares and emerging market shares were determined using the market
approach. The significant unobservable inputs used are listed in the table below. An increase in
the price-to-book ratio or price-sales ratio or a decrease in the discount for lack of marketability
used in isolation would result in increases in fair value.
Price-to-book ratio
Price-to-sales ratio
Discount for lack of marketability
December 31
2019
2018
1.85-4.42
2.27-6.37
10%-20%
0.66-4.16
0.69-7.52
10%-30%
b) The fair values of unlisted shares and emerging market shares were determined using the
asset-based approach. The Group assesses that the amount of its net assets attributable to its
investment approaches the fair value of the equity investment. The Group assesses the total
value of the individual assets and liabilities covered by the target to reflect the overall value of
the business.
c) The fair values of unlisted shares and emerging market shares were determined using the
income approach. In this approach, the discounted cash flow method was used to capture the
present value of the expected future economic benefits to be derived from the ownership of
these investees. The significant unobservable inputs used are listed in the table below. An
increase in long-term revenue growth rates or a decrease in the weighted average cost of capital
(WACC) or discount for lack of marketability used in isolation would result in increases in fair
value.
c. Categories of financial instruments
Financial assets
Fair value through profit or loss (FVTPL)
Financial assets at amortized cost (i)
Financial assets at fair value through other comprehensive income
Equity instruments
Financial liabilities
December 31
2019
2018
$ 2,118,124
4,147,636
$ 2,051,614
4,549,250
189,387
246,208
Measured at amortized cost (ii)
889,360
1,276,248
i) The balances included loans and receivables measured at amortized cost, which comprise cash and
cash equivalents, note and trade receivables, other financial assets and refundable deposit.
ii) The balances included financial liabilities measured at amortized cost, which comprised short-term
and long-term loans, note and trade payables, long-term liabilities -current portion and guarantee
deposits.
d. Financial risk management objectives and policies
The Group's major financial instruments included equity and debt investments, convertible notes, trade receivable,
trade payables, bonds payable and borrowings. The Group's corporate treasury function provides services to the
business, coordinates access to domestic and international financial markets, monitors and manages the financial
risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and
magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk),
credit risk and liquidity risk.
The Corporate Treasury function reported quarterly to the Group's risk management committee.
1) Market risk
The Group's activities exposed it primarily to the financial risks of changes in foreign currency exchange rates
(see (a) below) and interest rates (see (b) below). The Group entered into a variety of derivative financial
instruments to manage its exposure to foreign currency risk and interest rate risk, including:
a) Foreign currency risk
A part of the Group’s cash flows is in foreign currency, and the use by management of derivative financial
instruments is for hedging adverse changes in exchange rates, not for profit.
For exchange risk management, each foreign-currency item of net assets and liabilities is reviewed
regularly. In addition, before obtaining foreign loans, the Group considers the cost of the hedging
instrument and the hedging period.
The carrying amounts of the Group's foreign currency-denominated monetary assets and monetary
liabilities (including those eliminated on consolidation) at the end of the reporting period were refer to Note
35.
Sensitivity analysis
The Group was mainly exposed to the USD and RMB.
The following table details the Company sensitivity to a US$1.00 and RMB1.00 increase and decrease in
the New Taiwan dollar (the functional currency) against the relevant foreign currencies. The sensitivity
analysis considers the currencies of USD and RMB in circulation, and adjusts the end-of-term conversion
to exchange rate change of $1.00. The sensitivity analysis covers cash and cash equivalents, notes and
accounts receivable, other receivables, other financial assets, long-term and short-term loans, accounts
payable, other accounts payable and deposit margins. A negative number below indicates a decrease in
post-tax profit associated with the New Taiwan dollar strengthening $1.00 against USD and RMB. For a
$1.00 weakening of the New Taiwan dollar against the relevant currency, there would be an equal and
opposite impact on post-tax profit, and the balances below would be positive.
Profit or loss
$ (18,017)
$
(9,525)
USD Impact
Years Ended December 31
2018
2019
Profit or loss
b) Interest rate risk
RMB Impact
Years Ended December 31
2018
2019
$
244
$
(107)
The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and
floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and
floating rate borrowings, and using interest rate swap contracts and forward interest rate contracts. Hedging
activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the
most cost-effective hedging strategies are applied.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates
at the end of the reporting period were as follows:
Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
Sensitivity analysis
December 31
2019
2018
$ 2,505,022
565,762
$ 2,025,410
311,215
769,506
-
1,367,150
250,046
The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both
derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the
analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period
was outstanding for the whole year. Basis points of 0.125% increase or decrease was used when reporting
interest rate risk internally to key management personnel and represents management's assessment of the
reasonably possible change in interest rates.
Had interest rates increased/decreased by 0.125% and all other variables held constant, the Group’s post-tax
profit for the years ended December 31, 2019 and 2018 would increase/decrease by $962 thousand and
$1,396 thousand, respectively.
c) Other price risk
The Group was exposed to equity price risk through its investments in listed equity securities. Equity
investments are held for strategic rather than trading purposes. The Group does not actively trade these
investments.
The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the
reporting period.
Had the prices of financial assets at FVTPL been 1% higher/lower, post-tax profit for the year ended
December 31, 2019 and 2018 would have increased/decreased by $21,181 and $20,516 thousand,
respectively.
Had the prices of financial assets at FVTOCI been 1% higher/lower, post-tax profit for the year ended
December 31, 2019 and 2018 would have increased/decreased by $1,894 and $2,462 thousand,
respectively.
2) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial
loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will
cause a financial loss to the Group due to failure to discharge an obligation by the counterparties and financial
guarantees provided by the Group is arising from the carrying amount of the respective recognized financial
assets as stated in the balance sheets.
In order to minimize credit risk, the management of the Group has delegated a team responsible for
determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action
is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual
trade debt at the end of the reporting period to ensure that adequate impairment losses are made for
irrecoverable amounts. In this regard, the directors of the Group consider that the Group’s credit risk was
significantly reduced.
The credit risk on liquid funds and derivatives was limited because the counterparties are banks with high credit
ratings assigned by international credit-rating agencies.
Trade receivables consisted of a large number of customers, spread across diverse industries and geographical
areas. Ongoing credit evaluation is performed on the financial condition of trade receivables and, where
appropriate, credit guarantee insurance cover is purchased.
The Group’s concentration of credit risk of 75% and 59% in total trade receivables as of December 31, 2019 and
2018, respectively, was related to the five largest customers within the property construction business segment.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed
adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition,
management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2019 and 2018,
the Group had available unutilized overdraft and financing facilities refer to the following instruction.
a) Liquidity and interest risk rate tables
The following table details the Group's remaining contractual maturity for its non-derivative financial
liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash
flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables
included both interest and principal cash flows.
December 31, 2019
Nonderivative financial
liabilities
On Demand
or Less than
1 Month
1-3 Months
More than 3
Months to 1
Year
Over 1 Year
to 5 Years
5+ Years
Non-interest bearing
Lease liabilities
Fixed interest rate liabilities
$ 271,434
$ 172,191
$
- $
- $
1,414
179,756
3,109
23,984
13,074
120,130
58,541
4,922
-
266,450
142,928
$ 452,604
$ 199,284 $ 133,204 $
63,463 $ 409,378
Additional information about the maturity analysis for lease liabilities:
Less than
1 Year
1-5 Years
5-10 Years
10-15 Years
15-20 Years
20+ Years
Lease liabilities
$ 17,597
$ 60,032
$ 49,046
$ 49,046
$ 43,896
$ 122,971
December 31, 2018
Nonderivative financial
liabilities
On Demand
or Less than
1 Month
1-3 Months
More than 3
Months to 1
Year
Over 1 Year
to 5 Years
5+ Years
Non-interest bearing
Lease liabilities
Fixed interest rate liabilities
$ 274,169 $
105
117,896
85,001 $ 561,988 $
15,000
-
235,046
193,361
38,504 $
-
7,685
63,523
-
152,292
$ 392,170 $ 100,001 $ 990,395 $
46,189 $ 215,815
b) Financing facilities
Unsecured bank overdraft facility, review annually and payable
on demand
Amount used
Amount unused
December 31
2019
2018
$
323,416
4,515,381
$
561,504
4,479,716
$ 4,838,797
$ 5,041,220
33. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries had been eliminated on consolidation and are not
disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
a. Name and relationship of related parties
Name
Relationship with the Group
Global View Co., Ltd.
Beijing Golden Global View Co., Ltd.
iCatch Technology, Inc.
AutoSys Co., Ltd.
Associate
Associate (Note 1)
Associate (Note 2)
Associate (Note 3)
Note 1：
It is an associate of the Company; subsidiary of Global View Co., Ltd.
Note 2： On July 31, 2018, the Company assessed that it had lost control of iCatch Technology, Inc.; therefore, it
is classified as an associate.
Note 3：
It is an associate of the company; subsidiary of AutoSys Co., Ltd.
b. Sales of goods
Line Items
Related Party Categories
2019
2018
For the Year Ended December 31
Sales
Associates
$
54,712
$
51,833
Sales price to related parties is based on cost and market price. The sales terms to related parties were similar to
those with external customers.
c. Receivables from related parties (excluding loans to related parties)
Account Item
Related Party
December 31
2019
2018
Trade receivables
Associates
$ 11,645
$ 17,941
Other trade receivable
Associates
$
280
$
1,358
There were no guarantees on outstanding receivables from related parties. For the years ended December 31, 2019
and 2018, no impairment loss was recognized for trade receivables from related parties.
d. Other transactions with related parties
December 31
Account Item
Related Parties Types
2019
2018
Refundable deposits
Associates
Deposits received
Associates
Operating expenses
Associates
$
$
$
-
-
$
$
871
393
139
$
4,539
Non-operating income and
Associates
$ 10,228
$
9,009
expenses
Administrative support services price between the Company and the related parties were negotiated and were thus
not comparable with those in the market.
The pricing and the payment terms of the lease contract between the Company and the related parties were similar to
those with external customers.
e. Compensation of key management personnel
Short-term employee benefits
Post-employment benefits
For the Years Ended December 31
2019
2018
$
50,100
1,297
$
61,183
1,562
$
51,397
$
62,745
The remuneration of directors and other key management personnel was determined by the Compensation
Committee in accordance with individual performance and market trends.
34. PLEDGED OR MORTGAGED ASSETS
The following assets of the Company have been pledged or mortgaged as guarantees for endorsement, loan, purchase
quota, leased land and customs clearance:
Buildings, net
Pledged time deposits (classified as other financial assets, including current
and non-current)
December 31
2019
2018
$ 595,735
$ 615,136
130,819
164,518
$ 726,554
$ 779,654
35. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN
CURRENCIES
The Group’s group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by
the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and
respective functional currencies were as follows:
December 31, 2019
Financial assets
Monetary items
USD
CNY
JPY
HKD
GBP
EUR
Nonmonetary items
USD
CHF
Financial liabilities
Monetary items
USD
CNY
JPY
December 31, 2018
Financial assets
Monetary items
USD
CNY
JPY
HKD
GBP
EUR
Nonmonetary items
USD
CHF
Financial liabilities
Monetary items
USD
CNY
Foreign
Currencies
(In Thousands)
Exchange
Rate
Carrying
Amount
$
44,893
1,399
391
173
3
1
28
734
26,876
1,643
241
29.980
4.305
0.276
3.849
39.360
33.590
30.620
30.925
$ 1,345,892
6,023
108
666
118
34
848
22,705
29.980
4.305
0.276
805,742
7,073
67
Foreign
Currencies
(In Thousands)
Exchange
Rate
Carrying
Amount
$
42,724
2,388
352
152
3
1
28
786
30.715
4.472
0.278
3.921
38.880
35.200
30.715
31.190
$ 1,312,268
10,679
98
596
117
35
848
24,513
33,199
2,281
30.715
4.472
1,019,707
10,201
The foreign currency exchange loss and gain (realized and unrealized) were amounted to $27,640 thousand and $15,895
thousand for the ended December 31, 2019 and 2018, respectively. Due to the diversity of the functional currencies of
the Group, it is unable to disclose foreign currency with significant influence.
36. ADDITIONAL DISCLOSURES
a. Following are the additional disclosures required for the Group and its investees by the Securities and
Futures Bureau:
1) Financings provided: Table 1 (attached)
2) Endorsement/guarantee provided: Table 2 (attached)
3) Marketable securities held: Table 3 (attached)
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20%
of the paid-in capital: Tables4 (attached)
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in
capital: No.
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital:
No.
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the
paid-in capital: No.
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in
capital: No.
9) Trading in derivative instruments: No.
10) Intercompany relationships and significant intercompany transactions: Table 5 (attached)
11) Information on investee: Table 6 (attached)
b. Information on investments in mainland China
1) Information on any investee company in mainland China, showing the name, principal business
activities, paid-in capital, method of investment, inward and outward remittance of funds,
ownership percentage, net income of investees, investment income or loss, carrying amount of the
investment at the end of the period, repatriations of investment income, and limit on the amount of
investment in the mainland China area. (Table 7)
2) Any of the following significant transactions with investee companies in mainland China, either
directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or
losses: (Table 8)
a) The amount and percentage of purchases and the balance and percentage of the related payables
at the end of the period.
b) The amount and percentage of sales and the balance and percentage of the related receivables at
the end of the period.
c) The amount of property transactions and the amount of the resultant gains or losses.
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the
end of the period and the purposes.
e) The highest balance, the end of period balance, the interest rate range, and total current period
interest with respect to financing of funds.
f) Other transactions that have a material effect on the profit or loss for the period or on the
financial position, such as the rendering or receiving of services.
Except for Table 1 to Table 8, there’s no further information about other significant transactions.
37. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of
segment performance focuses on types of goods provided. Since all products have similar economic characteristics and
product selling is centralized, the Group reports information as referring to one segment. Thus, the information of the
operating segment is the same as that presented in the accompanying financial statements. That is, the revenue by sub
segment and operating results for the years ended December 31, 2019 and 2018 are shown in the accompanying
consolidated income statements, and the assets by segment as of December 31, 2019 and 2018 are shown in the
accompanying consolidated balance sheets.
a. Segment revenues and results
The following was an analysis of the Group’s operating revenue and results by reportable segment.
IC design
Income from lease of property, plant, and equipment
Other income
Segment Revenue
For the Year Ended December 31
2019
2018
$ 5,111,744
265,330
136,256
$ 5,663,059
199,184
215,490
$ 5,512,330
$ 6,077,733
b. Geographical information
The Group operates in two principal geographical areas - the Asia and Taiwan.
The Group’s revenue from external customers by location of operations and information about its non-current assets
by location of assets is detailed below.
Revenue from External Customers
For the Year Ended
December 31
Non-current Assets
For the Year Ended
December 31
2019
2018
2019
2018
Asia
Taiwan
Others
$ 3,499,818
1,956,236
$ 4,067,191
1,908,470
$ 2,159,216
1,294,531
$ 2,192,346
1,077,848
56,276
102,072
-
-
$ 5,512,330
$ 6,077,733
$ 3,453,747
$ 3,270,194
Non-current assets exclude non-current assets held for sale, financial instruments, deferred tax assets,
post-employment benefits assets, and assets result from insurance contracts.
c.
Information about major customers
Single customers contributing 10% or more to the Group’s revenue were as follows:
Customer A
Customer B
Customer C
For the Year Ended December 31
2019
2018
$
$
844,237
651,715
Note
763,906
652,318
622,701
Note: The amount of revenue does not reach 10% of the company’s net revenue.
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
FINANCINGS PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
No.
Lender
Borrower
Financial Statement
Account
Related
Party
Highest Balance for
the Period
Ending Balance
Actual Borrowing
Amount
Interest Rate
Nature of
Financing
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for Bad
Debt
Collateral
Item
Value
Financing Limit
for Each
Borrower
Aggregate
Financing Limit
2 Sunplus Technology (Shanghai)
Sun Media Technology
Co., Ltd.
2 Sunplus Technology (Shanghai)
Co., Ltd.
Co., Ltd.
Sunplus APP
Technology
3 Russell Holdings Ltd.
Sun Media Technology
Co., Ltd.
4 Sunplus Venture Capital Co.,
Sun Media Technology
Ltd.
5 Sunplus Prof-tek Technology
(Shenzhen)
Co., Ltd.
Sunplus APP
Technology
5 Lin Shih Investment Co., Ltd. Sun Media Technology
Co., Ltd.
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Yes
$
91,300
$
-
$
-
1.8%
Note 1
$
Yes
Yes
Yes
Yes
Yes
25,108
12,522
12,522
1.8%
Note 1
335,477
261,077
261,077
2.05%
Note 1
293,926
232,426
232,426
2.05%
Note 1
41,086
39,354
39,354
1.8%
Note 1
135,170
121,645
121,164
2.05%
Note 1
-
-
-
-
-
-
Note 2
$
-
Note 3
Note 4
Note 5
Note 6
Note 7
12,522
-
-
39,354
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
$
256,983
(Note 8 )
21,415
(Note 9 )
455,427
(Note 10 )
419,740
(Note 11 )
37,851
(Note 12 )
317,228
(Note 13 )
256,983
(Note 8 )
42,830
(Note 9 )
455,427
(Note 10 )
419,740
(Note 11 )
75.703
(Note 12 )
317,228
(Note 13 )
TABLE 1
Note 1:
Short-term financing.
Note 2:
Sunplus Technology (Shanghai) Co., Ltd. provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 3:
Sunplus Technology (Shanghai) Co., Ltd. provided funds for the operating needs of Sunplus APP Technology.
Note 4:
Russell Holdings Ltd. provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 5:
Sunplus Venture Capital provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 6:
Sunplus Prof-tek Technology (Shenzhen) provided funds for the operating needs of Sunplus APP Technology.
Note 7:
Lin Shih Investment Co., Ltd. Provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 8:
The foreign company has voting shares that are directly and indirectly wholly owned by the Company’s parent company. The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 60% of Sunplus Technology (Shanghai) Co., Ltd.’s net equity as of its latest financial statements; in
addition, each guarantee period should not exceed two years.
Note 9:
The aggregate amount of all guarantees issued should not exceed 10% of the net equity of Sunplus Technology (Shanghai) Co., Ltd. (“Sunplus Shanghai”), and the individual amount of each guarantee should not exceed 5% of Sunplus Shanghai’s net equity, with net equity based on its latest financial statements.
Note 10: The foreign company has voting shares that are directly and indirectly wholly owned by the Company’s parent company. The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 80% of Russell Holdings Ltd.’s net equity as of its latest financial statements; in addition, each guarantee
period should not exceed two years.
Note 11: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 40% of Sunplus Venture Capital Co., Ltd.’s net equity as of its latest financial statements.
Note 12: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 10% of the net equity of Sunplus Prof-tek Technology (Shenzhen); and the individual amount of each guarantee should not exceed 5% of Sunplus Shanghai’s net equity.
Note 13: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 40% of Lin Shih Investment Co., Ltd.’s net equity as of its latest financial statements.
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Endorsee/Guarantee
No.
Endorser/
Guarantor
Name
Nature of
Relationship
Limits on
Endorsement/
Guarantee Given
on Behalf of
Each Party
Maximum
Balance for the
Period
Ending Balance
Actual
Borrowing
Amount
Value of
Collateral
(Property, Plant,
or Equipment)
TABLE 2
Percentage of
Accumulated
Amount of
Collateral to
Net Equity as of
the Latest
Financial
Statements
Maximum
Collateral/Guara
ntee Amounts
Allowable
Provided by the
Company
Guarantee
Provided by
the Subsidiary
Guarantee
Provided to
a Subsidiary
Located in
Mainland
China
0
(Note 1)
Sunplus Technology
Company Limited
(“Sunplus”)
Sun Media Technology Co., Ltd.
3 (Note 4)
Sunext Technology Co., Ltd.
2 (Note 3)
1
(Note 2)
Russell Holdings Ltd. Sun Media Technology Co., Ltd.
3 (Note 4)
$ 817,853
(Note 5)
817,853
(Note 5)
341,570
(Note 7)
$ 428,573
$ 169,365
$ 107,625
$
10,000
-
-
-
-
2.07
-
279,585
122,860
122,860
122,860
21.58
$ 1,635,707
(Note 6)
1,635,707
(Note 6)
341,570
(Note 7)
Yes
Yes
No
No
No
No
Yes
No
Yes
Note 1:
Issuer.
Note 2:
Investee.
Note 3: The endorser directly holds more than 50% of the ordinary shares of the endorsee.
Note 4: Sunplus and its subsidiaries jointly hold more than 50% of the ordinary shares of the endorsee.
Note 5: For each transaction entity, the guarantee amount should not exceed 10% of the endorsement/guarantee provider’s net equity based on the provider’s latest financial statements.
Note 6: The guarantee amount should not exceed 20% of the endorsement/guarantee provider’s net equity based on the provider’s latest financial statements.
Note 7: Russell Holdings Ltd. and the endorsement guaranty object are the parent company which holds 100% voting rights directly or indirectly. For each transaction entity, the guarantee amount should not exceed 60% of the endorsement/guarantee provider’s net equity,
i.e., Russell Holdings Ltd. provider’s latest financial statements.
TABLE 3
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise, U.S. Dollars and Renminbi in Thousands)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Sunplus Technology Company Limited
Nomura Taiwan Money Market Fund
(the “Company”)
Mega RMB Money Market Fund
FSITC RMB Money Market Fund TWD
FSITC US Top 100 bond fund A
Taishin 1699 Money Market Fund
Mega Diamond Money Market Fund
UPAMC James Bond Money Market Fund
Yuanta USD Money Market Fund USD
PineBridge Muliti - Income Fund
Prudential Financial RMB Money Market Fund
TWD
Yuanta RMB Money Market TWD
Harvest Series 1 Fund
Yuanta Emerging Indonesia and India 4 years
Bond Fund
Broadcom Inc.
Triknight Capital Corporation
EVERGREEN STEEL Co., Ltd.
Network Capital Global
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through
616
$
10,096
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
466
5,387
2,000
2,216
13,197
1,851
239
95
5,810
1,702
2
1,500
-
24,146
52,658
20,100
30,100
166,162
31,058
75,886
30,516
57,349
17,918
59,960
15,159
815
Financial assets at fair value through
29,625
285,289
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through other
comprehensive income - non-current
1,500
380
52,500
2,586
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5
-
7
$
10,096 Note 3
24,146 Note 3
52,658 Note 3
20,100 Note 3
30,100 Note 3
166,162 Note 3
31,058 Note 3
75,886 Note 3
30,516 Note 3
57,349 Note 3
17,918 Note 3
59,960 Note 3
15,159 Note 3
815 Note 2
285,289 Note 1
52,500 Note 1
2,586 Note 1
(Continued)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Lin Shih Investment Co., Ltd.
UPI Semiconductor Corp.
A-Spine Asia Co., Ltd.
Taiwan Mask Corp.
Enterex International Limited - CB
Kee Song Bio - Technology Holdings Limited
Everlight Electronics Co., Ltd. - CB
Genius Vision Digital Co., Ltd.
Ortery Technologies, Inc.
Chain Sea Information Integration Co., Ltd.
AIII Co., Ltd.
GEMFOR Leading Financial Solution Provider
fund
Sanjet Technology Corporation
Minton Optic Industry Co., Ltd.
Lead Sun Corporation
Ability Enterprise Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Sunplus Technology Co., Ltd.
Parent company
Russell Holdings Limited
Synerchip Inc.
Prine Rich International Co., Ltd.
OZ Optics Limited
Innobrige International Inc.
-
-
-
-
Financial assets at fair value through
300
$
18,420
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
220
101
30
50
80
300
103
43
26
13
8
4,272
-
5,434
3,560
33
6,452
1,000
4,000
19,620
3,479
2,700
4,423
8,000
-
-
474
431
216
-
-
27,934
90,472
48,238
4,600
-
-
-
-
-
-
-
-
-
4
1
-
-
-
-
7
12
2
1
-
12
8
15
$
18,420 Note 1
19,620 Note 1
3,479 Note 2
2,700 Note 2
4,423 Note 2
8,000 Note 2
- Note 1
- Note 1
474 Note 1
431 Note 1
216 Note 1
- Note 1
- Note 1
27,934 Note 1
90,472 Note 2
48,238 Note 2
4,600 Note 1
- Note 1
- Note 1
- Note 1
(Continued)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Russell Holdings Limited
Ether Precision Inc.
Asia Tech Taiwan Venture, L.P.
Asia B2B on Line Inc.
AMED Ventures I, L.P.
Intudo Ventures II, L.P.
GeneOne Diagnostics Corporation
Sunplus Venture Capital Co., Ltd.
Taiwan Mask Corp.
Charles Schwab - Money Fund
Cyberon Corporation
Grand Fortune Venture Capital Co., Ltd.
Ortery Technologies, Inc.
Funyou Venture Capital Limited Partnersh
Book4u Company Limited
Sanjet Technology Corp.
Simple Act Inc.
Minton Optic Industry Co., Ltd.
Raynergy Tek Inc.
Genius Vision Digital
CDIB Capital Growth Partners L.P.
VenGlobal International Fund
TIEF Fund LP
San Neng Group Holding Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
1,250
$
-
1,000
-
-
1,710
108
-
786
5,000
68
-
9
49
1,900
5,000
4,500
375
-
1
-
900
-
-
-
5,563
24,411
20,386
3,721
2,032
27,530
54,950
-
19,877
-
-
-
-
81,630
-
54,379
-
40,721
32,940
1
5
3
3
6
13
-
-
8
7
1
10
-
-
10
8
16
5
2
-
7
1
$
- Note 1
- Note 1
- Note 1
5,563 Note 1
24,411 Note 1
20,386 Note 1
3,721 Note 2
2,032 Note 2
27,530 Note 1
54,950 Note 1
- Note 1
19,877 Note 1
- Note 1
- Note 1
- Note 1
- Note 1
81,630 Note 1
- Note 1
54,379 Note 1
- Note 1
40,721 Note 1
32,940 Note 2
(Continued)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Sunplus Venture Capital Co., Ltd.
Huijia Health Life Technology
Intudo Ventures I, L.P.
eWave System, Inc.
Feature Integration Technology Inc.
Qun-Kin Venture Capital
Protect Life International Biomedical Inc.
Wei-Young Investment Inc.
Shiny Brands Group Co., Ltd.
Cheng Mei Materials Technology Corporation
Chipbond Technology Corporation
Sunplus Technology (Shanghai) Co., Ltd. GF Every Day The Red Haired Type Money
Market Fund B
GF Live Treasury Currency B
Chongqing CYIT Communication Technology
Co., Ltd.
Ready Sun Investment Group Fund
Xiamen Xm-plus Technology Ltd.
Generalplus Technology Inc.
Franklin Templeton SinoAm Money Market
Sunplus Innovation Technology Inc.
Mega Diamond Money Market Fund
Fund
Yuanta Wan Tai Money Market Fund
Fuh Hwa You Li Money Market Fund
Yuanta De-Li Money Market Fund
Taishin 1699 Money Market Fund
Advanced Silicon SA
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through other
comprehensive income - non-current
1,000
$
30,000
-
1,833
1,247
3,000
1,364
105
2,000
300
13,100
13,550
-
-
-
7,869
810
3,963
2,235
4,333
2,212
1,000
45,630
-
18,680
24,000
5,110
7,864
14,600
20,160
56,579
58,493
-
41,625
11,520
81,669
10,199
60,241
30,226
70,939
30,042
22,705
6
8
22
4
6
4
-
-
-
-
-
3
16
3
-
-
-
-
-
-
$
30,000 Note 1
45,630 Note 1
- Note 1
18,680 Note 2
24,000 Note 1
5,110 Note 1
7,864 Note 2
14,600 Note 2
20,160 Note 2
56,579 Note 3
58,493 Note 3
- Note 1
41,625 Note 1
11,520 Note 1
81,669 Note 3
10,199 Note 3
60,241 Note 3
30,226 Note 3
70,939 Note 3
30,042 Note 3
10
22,705 Note 1
(Continued)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Sunplus Innovation Technology Inc.
Advanced NuMicro System, Inc.
Point Grab Ltd.
Magic Sky Limited
GTA Co., Ltd. - CB
Giant Rock Inc.
Xiamen Xm-plus Technology Ltd.
Sunext Technology Co., Ltd.
Yunata Taiwan Dividend + ETF Feeder Fund
Yunata Taiwan Top 50 ETF Feeder Fund
EVERGREEN STEEL Co.,Ltd.
Jsilicon Technology Co., Ltd.
GF Live Treasure Currency B
Note 1: The market value was based on the carrying amount as of December 31, 2019.
Note 2: The market value was based on the closing price as of December 31, 2019.
-
-
-
-
-
-
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
2,000
$
182
-
-
2,843
467
1,000
7,888
848
-
32,079
46,813
31,609
5,715
35,000
33,959
8
1
-
15
-
-
-
-
$
848 Note 1
- Note 1
32,079 Note 1
46,813 Note 1
31,609 Note 3
5,715 Note 3
35,000 Note 1
33,959 Note 3
Note 3: The market value was based on the net asset value of the fund as of December 31, 2019.
(Concluded)
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Company Name
Type and Name of
Marketable
Securities
Financial Statement
Account
Counterparty
Relationship
Number of
Shares
Amount
Number of
Shares
Amount
Number of
Shares
Amount
Carrying
Amount
Gain (Loss) on
Disposal
Beginning Balance
Acquisition(Note 1)
Disposal(Note 1)
Ending Balance(Note 3)
Shares
Amount
Generalplus
Technology Inc.
Franklin Templeton
SinoAm Money
Market Fund
Financial assets at fair
-
-
5,721
$
59,048
29,017
$ 300,000
26,869
$ 278,000
$ 277,539
$
461
7,869
$
81,669
value through profit or
loss - current
Note 1: The cumulative purchase and sale amount shall be calculated separately at the market price to determine whether it has reached NT$300 million or 20% of the paid-up capital.
Note 2: The paid-in capital refers to the paid-in capital of the parent company.
Note 3: The amount on the end of the period is the amount of unrealized profit or loss.
TABLE 4
TABLE 5
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Company Name
Counterparty
Sunplus Technology Co., Ltd.
(the “Company”)
Generalplus Technology Inc.
Sunext Technology Co., Ltd.
Sunplus Innovation Technology Inc.
Sunplus mMedia Inc.
Jumplux Technology Co., Ltd.
Sunplus Innovation Technology Inc.
Sun Media Technology Co., Ltd.
Generalplus Technology Inc.
Sunplus Prof-tek (Shenzhen) Co., Ltd.
Sunplus Innovation Technology Inc.
Generalplus Technology (Hong Kong) Inc.
Generalplus Technology (Shenzhen) Inc.
Sunplus Technology (Shanghai) Co., Ltd.
SunMedia Technology Co., Ltd.
Sunplus App Technology
Sunplus Technology (Beijing)
Jumplux Technology Co., Ltd.
Flow of
Transaction
(Note 5)
Financial Statement Account Item
Amount
Terms
Percentage of Consolidated Total
Gross Sales or Total Assets
Intercompany Transactions
1
1
1
1
1
2
2
2
2
2
2
2
2
2
Sales
Non-operating income and gains
Notes and trade receivables
Sales
Non-operating income and gains
Notes and trade receivables
Other receivables
Sales
Non-operating income and gains
Notes and trade receivables
Other receivables
Non-operating income and gains
Sales
Non-operating income and gains
Notes and trade receivables
Other receivables
Accrued expenses
Marketing expenses
Accrued expenses
Marketing expenses
Sales
Marketing expenses
Accrued expenses
Sales
Research and development expenses
Notes and trade receivables
Accrued expenses
Accrued expenses
Interest income
Research and development expenses
Interest income
Research and development expenses
Sales
Notes and trade receivables
$
2,562 Note 1
145 Note 2
407 Note 1
196 Note 1
4,361 Notes 2
5 Note 1
295 Note 3
424 Note 1
3,805 Note 2
74 Note 1
337 Note 3
3,956 Notes 2 and 4
4,508 Note 1
14,291 Notes 2 and 4
111 Note 1
1,091 Note 3
1,114 Note 3
3,151 Note 2
5,503 Note 3
23,208 Note 1
513 Note 1
11,081 Note 1
2,048 Note 3
13,422 Note 2
84,656 Note 2
1,752 Note 3
28,838 Note 3
710 Note 3
1,441 Note 1
5,358 Note 1
251 Note 2
150 Note 2
969 Note 1
427 Note 1
0.05%
-
-
-
0.08%
-
-
0.01%
0.07%
-
-
0.07%
0.08%
0.26%
-
0.01%
0.01%
0.06%
0.05%
0.42%
0.01%
0.20%
0.02%
0.24%
1.54%
0.02%
0.25%
0.01%
0.03%
0.10%
-
-
0.02%
-
(Continued)
Company Name
Counterparty
Flow of
Transaction
(Note 5)
Financial Statement Account Item
Amount
Terms
Percentage of Consolidated Total
Gross Sales or Total Assets
Intercompany Transactions
Jumplux Technology Co., Ltd.
Sunplus Technology (Beijing)
Jsilicon Technology
Lin Shih Investment Co., Ltd.
Sun Media Technology Co., Ltd.
Sunplus Venture Co., Ltd.
Sun Media Technology Co., Ltd.
Russell Holdings Ltd.
Sun Media Technology Co., Ltd.
Sunplus Technology (Beijing)
Sun Media Technology Co., Ltd.
Sunplus Technology (Beijing)
Sunplus Prof-tek (Shenzhen) Co., Ltd.
Sunplus Technology (Beijing)
Sunplus App Technology
Jsilicon Technology
Sunplus App Technology
Sunplus Technology (Beijing)
Shuangxin Technology
Note 1: The transactions were based on normal commercial prices and terms.
2
2
2
2
2
2
2
2
2
2
2
Research and development expenses
Sales
Notes and trade receivables
Interest income
Other receivables
Interest income
Other receivables
Other receivables
Interest income
Management expenses
Sales
Management expenses
Sales
Interest income
Sales
Notes and trade receivables
Sales
Notes and trade receivables
Research and development expenses
$
2,867 Note 2
8,987 Note 1
5,645 Note 1
992 Note 2
117,008 Note 3
5,309 Note 2
228,029 Note 3
255,277 Note 3
5,412 Note 2
38 Note 2
585 Note 1
38 Note 2
585 Note 1
553 Note 2
2,057 Note 1
45 Note 1
3,663 Note 1
1,421 Note 1
10 Note 2
0.05%
0.16%
0.05%
0.02%
1.02%
0.10%
1.98%
2.22%
0.10%
-
0.01%
-
0.01%
0.01%
0.04%
-
0.07%
0.01%
-
Note 2: The prices were based on negotiations, and the payment period and related terms were not comparable to market terms.
Note 3: The transaction payment terms were at normal commercial terms.
Note 4: Lease transaction terms were based on negotiations and, thus, were not comparable to market terms. The transactions between the Company and the counterparty were at normal terms.
Note 5: The directional flow of the transactions are indicated by the following numerals:
1 - From parent company to subsidiary.
2 - Between subsidiaries.
(Concluded)
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ON WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCES
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Investor
Investee
Location
Main Businesses and Products
Sunplus Technology Company Limited
Ventureplus Group Inc.
Award Glory Ltd.
Belize
Belize
Investment
Investment
GLOBAL VIEW CO., LTD.
Hsinchu, Taiwan
Consumer electronics, components and rental
Investment Amount
Balance as of December 31, 2019
December 31,
2019
December 31,
2018
Shares
(Thousands)
Percentage of
Ownership (%)
Carrying
Amount
Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
2,399,817
$
( US$
74,605
RMB 37,900 )
226,834
( US$
5,642
RMB 13,400 )
315,658
2,399,817
$
( US$
74,605
RMB 37,900 )
61,219
2,042 )
( US$
-
-
100
$
1,373,861
$
21,479
$
21,479 Subsidiary
100
160,186
8,497
8,497 Subsidiary
315,658
8,229
13
297,640
85,934
11,165 Investee
TABLE 6
Lin Shih Investment Co., Ltd.
Generalplus Technology Inc.
Sunplus Venture Capital Co., Ltd.
Sunplus Innovation Technology Inc.
Russell Holdings Limited
iCatch Technology, Inc.
Sunext Technology Co., Ltd.
Sunplus mMedia Inc.
Sunplus Management Consulting Inc.
Sunplus Technology (H.K.) Co., Ltd.
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Cayman Islands, British West Indies
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Kowloon Bay, Hong Kong
Magic Sky Limited
Samoa
Sunplus mMobile Inc.
Wei-Young Investment Inc.
Jumplux Technology Co., Ltd.
Generalplus Technology Inc.
Sunplus Innovation Technology Inc.
iCatch Technology, Inc.
Sunplus mMedia Inc.
Jumplux Technology Co., Ltd.
Sunplus Innovation Technology Inc.
iCatch Technology, Inc.
Sunplus mMedia Inc.
Han Young Technology Co., Ltd.
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
of buildings
Investment
Design of ICs
Investment
Design of ICs
Investment
Design of ICs
Design of ICs
Design of ICs
Management
International trade
Investment
Design of ICs
Investment
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Lin Shih Investment Co., Ltd.
Sunplus Venture Capital Co., Ltd.
Russell Holdings Limited
Autosys Co., Ltd.
Cayman Islands, British west Indies
Investment
Ventureplus Group Inc.
Ventureplus Mauritius Inc.
Mauritius
Investment
( US$
( US$
699,988
281,001
999,982
414,663
739,307
24,660 )
207,345
983,237
407,565
5,000
42,628
11,075 )
304,597
10,160 )
2,596,792
70,157
132,000
699,988
281,001
999,982
414,663
721,319
24,060 )
207,345
981,053
407,565
5,000
42,628
11,075 )
302,049
10,075 )
2,596,792
70,157
132,000
( HK$
( HK$
( US$
( US$
86,256
15,701
9,645
19,408
86,256
15,701
9,645
19,408
101,000
101,000
57,388
33,439
44,878
-
57,388
33,439
44,878
4,200
74,950
2,500 )
( US$
74,950
2,500 )
( US$
2,399,817
( US$
74,605
RMB 37,900 )
2,399,817
( US$
74,605
RMB 37,900 )
70,000
37,324
100,000
31,450
24,660
20,735
58,778
22,441
500
11,075
100
34
100
61
100
29
93
90
100
100
744,832
681,743
1,049,350
573,897
569,284
263,237
194,234
23,627
3,768
35
43,053
223,584
43,973
135,651
5,887
(79,931 )
19,076
(25,068 )
(142 )
(3 )
41,771 Subsidiary
76,690 Subsidiary
43,973 Subsidiary
82,919 Subsidiary
5,887 Subsidiary
(27,997 ) Investee
17,497 Subsidiary
(22,501 ) Subsidiary
(142 ) Subsidiary
(3 ) Subsidiary
-
100
32,282
(53,190 )
(53,190 ) Subsidiary
16,240
5,400
13,200
14,892
1,075
965
650
10,100
2,904
3,332
1,909
-
-
-
100
100
55
14
2
1
3
42
6
5
8
-
16
29,576
49,602
2,785
273,385
17,399
12,784
5,348
2,130
53,990
44,159
457
-
(209 )
(5,239 )
(26,527 )
223,584
135,651
(79,931 )
(25,068 )
(26,527 )
135,651
(79,931 )
(25,068 )
-
(209 ) Subsidiary
(5,239 ) Subsidiary
(14,590 ) Subsidiary
30,599 Subsidiary
2,834 Subsidiary
(1,094 ) Investee
(652 ) Investee
(11,163 ) Subsidiary
7,655 Subsidiary
(3,779 ) Subsidiary
(1,914 ) Subsidiary
- Subsidiary
(Note 2)
77,208
(1,845 )
(1,793 ) Investee
100
1,373,859
21,496
21,496 Subsidiary
Ventureplus Mauritius Inc.
Ventureplus Cayman Inc.
Cayman Islands, British West Indies
Investment
Generalplus Technology Inc.
Generalplus International (Samoa) Inc.
Samoa
Investment
Generalplus International (Samoa) Inc.
Generalplus (Mauritius) Inc.
Mauritius
Investment
2,399,817
( US$
74,605
RMB 37,900 )
2,399,817
( US$
74,605
RMB 37,900 )
572,318
19,090 )
( US$
572,318
19,090 )
( US$
572,318
19,090 )
( US$
572,318
19,090 )
( US$
-
100
1,373,837
21,497
21,497 Subsidiary
19,090
100
475,396
13,484
13,484 Subsidiary
19,090
100
475,394
13,484
13,484 Subsidiary
(Continued)
Investor
Investee
Location
Main Businesses and Products
Investment Amount
Balance as of December 31, 2019
December 31,
2019
December 31,
2018
Shares
(Thousands)
Percentage of
Ownership (%)
Carrying
Amount
Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
Generalplus (Mauritius) Inc.
Generalplus Technology (Hong Kong) Inc.
Hong Kong
Sales
Award Glory Ltd.
Sunny Fancy Ltd.
Seychelles
Investment
$
(US$
11,692
390 )
$
(US$
11,692
390 )
226,834
(US$
5,642
RMB 13,400 )
61,212
2,042 )
(US$
Sunny Fancy Ltd.
Giant Kingdom Ltd.
Giant Rock Inc.
Seychelles
Anguilla
Investment
Investment
WORLDPLUS HOLDINGS L.L.C.
America
Investment
Note 1:
The initial exchange rate was based on the exchange rate as of December 31, 2018.
Note 2: Han Young Technology Co., Ltd. was liquidated in November 2019.
(US$
23,145
772 )
95,762
(US$
1,270
RMB 13,400 )
107,928
3,600 )
(US$
(US$
(US$
23,145
772 )
38,075
1,270 )
-
-
-
-
-
-
100
$
4,691
$
(456 ) $
(456 ) Subsidiary
100
160,186
8,497
8,497 Subsidiary
100
100
100
558
(240 )
(240 ) Subsidiary
50,758
11,319
11,319 Subsidiary
108,870
(2,138 )
(2,582 ) Subsidiary
(Concluded)
TABLE 7
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Investee Company Name
Main Businesses and Products
Total Amount of
Paid-in Capital
Investment Type
Sunplus Technology
Development of computer software, system
(Shanghai) Co., Ltd.
Sunplus Prof-tek (Shenzhen)
integration services and building rental services
Development of computer software, system
Co., Ltd.
integration services, building rental services and
property management
$
(US$
(US$
515,656
17,200)
966,855
32,250)
Sun Media Technology Co.,
Development of computer software, system
Ltd.
Sunplus App Technology Co.,
Ltd.
integration services and building rental services
Manufacturing and sale of computer software, system
integration services and information management
and education
(US$
(RMB
Ytrip Technology Co., Ltd.
Computer system integration services, supply of
general advertising and other information services
(RMB
Sunplus Technology (Beijing) Development of computer software, system
integration services and building rental services
(RMB
1culture Communication Co.,
System development
Ltd.
JSilicon Technology Co., Ltd.
Development of computer software, system
(Ru Domg)
integration services
Lingyao Technology Co., Ltd.
(Shenzhen)
Shuangxin Technology Co.,
Development of computer software, system
integration services and building rental
Development of computer software, system
Ltd. (Chongqing)
integration services
(RMB
(RMB
(RMB
(RMB
599,600
20,000)
111,930
26,000)
263,681
61,250)
116,235
27,000)
13,991
3,250)
43,050
10,000)
81,963
19,039)
8,610
2,000)
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 3
Note 4
Note 6
Note 5
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2019
$
(US$
(US$
529,297
17,655)
966,855
32,250)
(US$
(US$
RMB
(US$
(RMB
599,600
20,000)
60,618
586
10,000)
135,240
4,511)
116,235
27,000)
-
-
-
-
Investment Flows
Outflow
Inflow
$
-
$
-
-
(RMB
47,355
11,000)
-
-
-
-
(US$
107,928
3,600)
-
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2019
$
(US$
(US$
529,297
17,655)
966,855
32,250)
599,600
20,000)
107,973
586
21,000)
135,240
4,511)
116,235
27,000)
(US$
(US$
RMB
(US$
(RMB
-
107,928
3,600)
-
(US$
-
-
-
-
-
-
-
-
-
-
% Ownership of
Direct or Indirect
Investment
Net Income
(Loss) of the
investee
Investment Loss
Carrying
Amount as of
December 31,
2019
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2019
100
$
13,082
$
13,082
$
428,305
$
100
(29,577)
(29,577)
757,026
100
96
91
100
100
100
100
100
31,538
31,538
131,080
(10,628)
(10,290)
4,071
(2,566)
(2,327)
1,861
3,096
3,096
49,237
(29)
(29)
65
(15,033)
(15,033)
28,209
(2,138)
(2,582)
108,870
(10,973)
(10,973)
75,218
-
-
-
-
-
-
-
-
-
-
Accumulated Investment in Mainland China as of
December 31, 2019
Investment Amounts Authorized by Investment Commission, MOEA
Limit on Investment
2,597,759
$
( US$ 79,872 and
49,900 )
RMB
2,623,398
$
( US$ 78,602 and
RMB
62,000 )
$
4,907,120
Sunplus Venture Capital Co., Ltd.
Accumulated Investment in Mainland China as of
December 31, 2019 (Note 7)
Investment Amounts Authorized by Investment Commission, MOEA
Limit on Investment
$
( US$
37,775
1,260 )
$
( US$
37,775
1,260 )
$
629,610
(Continued)
Generalplus Technology Inc. (Nature of Relationship: 1)
Investee
Company Name
Main Businesses and Products
Total Amount of
Paid-in Capital
Investment Type
(e.g., Direct or
Indirect)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2019
Investment Flows
Outflow
Inflow
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2019
% Ownership of
Direct or Indirect
Investment
Net Loss of the
investee
Investment Loss
(Note 2)
Carrying
Amount as of
December 31,
2019
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2019
Generalplus Shenzhen
IC product development, after sales service and market
research
$
(US$
560,626
18,700)
Note 1
$
(US$
560,626
18,700)
$
-
$
-
$
(US$
560,626
18,700)
100%
$
13,940
$
13,940
$
471,173
$
-
Accumulated Investment in Mainland China as of
December 31, 2019
Investment Amount Authorized by Investment Commission, MOEA
$
( US$
560,626
18,700 )
$
( US$
560,626
18,700 )
Limit on Investment
$
1,210,358
Note 1:
Indirect investment in a company located in mainland China through investment in a company located in a third country.
Note 2: Based on the investee’s reviewed financial statements for the same period.
Note 3: Ytrip Technology Co., Ltd. indirectly invested in a company located in mainland China.
Note 4: Sunplus Technology (Shanghai) Co., Ltd.’s indirect investment in a company located in mainland China.
Note 5: Sunplus Technology (Shanghai) Co., Ltd. and Sunplus Prof-tek (Shenzhen) Co., Ltd.’s indirect investments in a company located in mainland China.
Note 6:
It is a company located in mainland China that acquired the investment of the third regional investment company on September 2, 2019.
Note 7: The Ministry of Economic Affairs approved an investment in the shares of San Neng Group Holding Co., Ltd., which is accounted for under the financial assets at fair value through profit or loss- non-current.
Note 8: The original foreign currency was derived from the exchange rate on December 31, 2019.
(Concluded)
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Investee Company
Transaction Type
Research and Development
Expense
Amount
%
Price
Transaction Details
Payment Term
Comparison with Market
Transactions
Other Payable To Related
Parties
Ending Balance
%
Unrealized
(Gain) Loss
Generalplus Technology (Shenzhen)
Development and
$ 84,656
18.06
Based on contract
Based on contract
Not comparable with market
$ 28,838
93.05
$
-
Corp.
processing services
Sales
13,422
0.51
Based on contract
Based on contract
Not comparable with market
1,752
100
490
transactions
transactions
Note
NA
NA
TABLE 8
7.5 The Company's individual financial report for the past year has been audited by the accountant
Sunplus Technology Company Limited
Financial Statements for the
Years Ended December 31, 2019 and 2018 and
Independent Auditors’ Report
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Sunplus Technology Company Limited
Opinion
We have audited the accompanying financial statements of Sunplus Technology Company Limited (the “Company”), which
comprise the balance sheets as of December 31, 2019 and 2018, and the statements of comprehensive income, statements of
changes in equity and statements of cash flows for the years then ended, and the notes to the financial statements, including a
summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in
accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by
Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under
those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with The 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Validity of Specific Customer’s Revenue
Integrated circuit chip sales accounted for 93% of the Company’s total revenue. Operating income declined in 2019, but sales
to some customers increased significantly. Therefore, we deem revenue recognition as a key audit matter. For detailed
explanation of revenue, refer to Notes 4 and 21 to the accompanying consolidated financial statements.
1. We understood the related internal control and operating procedures in the sales transaction cycle, and we evaluated and
confirmed the operating effectiveness of the internal control and operating procedures.
2. We selected samples from the sales details, and we examined customers’ original orders, sales electronic orders, delivery
orders, logistics receipt documents or export declaration, and sales invoices for any abnormal situations and confirmed
the validity of the revenue.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the
Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial
reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally
accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Company to express an opinion on the financial statements. We are responsible for the
direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements for the year ended December 31, 2019 and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chih Lin and Yu-Feng Huang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 30, 2020
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash
flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of
any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally
applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been
translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict
between the English version and the original Chinese version or any difference in the interpretation of the two versions, the
Chinese-language independent auditors’ report and the financial statements shall prevail.
SUNPLUS TECHNOLOGY COMPANY LIMITED
BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars, Except Par Value)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Accounts receivable, net (Notes 4, 5, 9, 21 and 29)
Other receivables (Notes 4, 23 and 29)
Inventories (Notes 4 and 10)
Other current assets (Note 15)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4, 11 and 29)
Property, plant and equipment (Notes 4, 5, 12 and 30)
Right-of-use assets (Notes 3, 4, 5 and 13)
Intangible assets (Notes 4, 5 and 14)
Deferred tax assets (Notes 4 and 23)
Net defined benefit assets - non-current (Notes 4 and 19)
Other financial assets (Notes 15 and 30)
Other non-current assets (Note 15)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term bank borrowings (Note 16)
Contract liabilities - current (Note 21)
Account payable (Note 17)
Lease liabilities - current (Notes 3, 4, 5 and 13)
Current portion of long-term bank borrowings (Notes 16 and 30)
Other current liabilities (Note 18)
Total current liabilities
NON-CURRENT LIABILITIES
Lease liabilities - non-current (Notes 3, 4, 5 and 13)
Net defined benefit liabilities (Notes 4 and 19)
Guarantee deposits
Other non-current liabilities (Note 18)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Share capital (Notes 4 and 20)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
(Deficits not yet compensated) Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity
TOTAL
The accompanying notes are an integral part of the financial statements.
2019
2018
Amount
%
Amount
%
$
321,084
515,989
141,845
7,209
273,764
32,425
$
4
6
2
-
3
-
780,555
661,494
171,387
14,226
256,907
24,851
9
7
2
-
3
-
1,292,316
15
1,909,420
21
413,723
2,586
6,049,939
688,706
179,559
86,258
2,485
1,163
6,100
7,936
5
-
69
8
2
1
-
-
-
-
266,154
4,337
5,981,209
687,187
-
86,495
2,485
-
6,100
8,000
3
-
67
8
-
1
-
-
-
-
7,438,455
85
7,041,967
79
$
8,730,771
100
$
8,951,387
100
$
53,964
3,373
62,566
4,007
-
189,019
312,929
177,424
-
58,687
3,198
239,309
552,238
$
-
-
1
-
-
2
3
2
-
1
-
3
6
-
2,547
108,075
-
115,000
188,041
413,663
-
5,275
64,131
2,376
71,782
485,445
-
-
1
-
1
2
4
-
-
1
-
1
5
5,919,949
594,432
68
7
5,919,949
801,398
66
9
22
4
(3)
23
1,942,388
308,452
(262,261)
1,988,579
(261,026)
(63,401)
(3)
(1)
1,941,826
67,279
241,734
2,250,839
(442,843)
(63,401)
21
1
3
25
(5)
-
8,178,533
94
8,465,942
95
$
8,730,771
100
$
8,951,387
100
SUNPLUS TECHNOLOGY COMPANY LIMITED
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2019
2018
Amount
%
Amount
%
NET OPERATING REVENUE (Notes 4, 21 and 29)
$ 1,235,269
100
$ 1,238,780
100
OPERATING COSTS (Notes 10 and 22)
735,366
60
809,472
66
GROSS PROFIT
499,903
40
429,308
34
OPERATING EXPENSES (Notes 22 and 29)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
46,290
179,275
543,782
4
14
44
31,670
176,445
460,807
3
14
37
Total operating expenses
769,347
62
668,922
54
LOSS FROM OPERATIONS
(269,444)
(22)
(239,614)
(20)
NON-OPERATING INCOME AND EXPENSES (Notes 4,
11, 22, 25 and 29)
Other income
Other gains and losses
Finance costs
Share of profit of associates and joint ventures
61,933
48,381
(6,781)
186,007
5
4
-
15
52,856
152,227
(4,864)
47,155
4
12
-
4
Total non-operating income and expenses
289,540
24
247,374
20
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 23)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or
loss (Notes 4 and 19):
Remeasurement of defined benefit plans
Unrealized losses on investments in equity instruments
at fair value through other comprehensive income
Share of other comprehensive loss of subsidiaries and
20,096
4,787
15,309
4,309
(1,203)
2
1
1
-
-
associates accounted for using equity method
(15,559)
(1)
7,760
2,144
5,616
-
-
-
3,443
(94,350)
-
(8)
(18,667)
(1)
(Continued)
SUNPLUS TECHNOLOGY COMPANY LIMITED
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2019
2018
Amount
%
Amount
%
Items that may be reclassified subsequently to profit or loss
(Notes 4 and 20):
Exchange differences on translating the financial
statements of foreign operations
Share of other comprehensive loss of subsidiaries and
(13,842)
(1)
19,736
associates accounted for using equity method
(66,063)
(5)
(36,511)
2
(3)
Other comprehensive loss for the year, net of income
tax
(92,358)
(7)
(126,349)
(10)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
$
(77,049)
(6) $
(120,733)
(10)
EARNINGS PER SHARE (Note 24)
Basic
Diluted
$
$
0.03
0.03
$
$
0.01
0.01
The accompanying notes are an integral part of the financial statements.
(Concluded)
SUNPLUS TECHNOLOGY COMPANY LIMITED
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
Share Capital Issued and Outstanding
Share
Retained Earnings
Exchange
Other Equity
Unappropriated
Differences on
Unrealized Losses
Earnings
Translating the Financial
from Investments
(Deficits not yet
Statements of
in Equity Instruments
(Thousands)
Amount
Capital Surplus
Legal Reserve
Special Reserve
Compensated)
Foreign Operations
Measured at FVTOCI
Treasury Shares
Total Equity
BALANCE AT JANUARY 1, 2018
591,995
$
5,919,949
$
835,241
$
1,900,505
$
22,995
$
707,497
$
(122,100 )
$
(230,011 )
$
(63,401 )
$
8,970,675
Appropriation of the 2017 earnings
Legal reserve
Special reserve
Cash dividends to shareholders
Changes in capital surplus from investments in associates and joint ventures accounted
for using the equity method
Issuance of share dividends from capital surplus
Difference between share price and carrying amount from disposal of subsidiaries
Changes of equity of subsidiaries
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended December 31, 2018, net of
income tax
Total comprehensive income (loss) for the year ended December 31, 2018
Adjustments to capital surplus due to the distribution of cash dividends to subsidiaries
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
50,782
(86,846 )
(271 )
-
-
-
-
2,492
-
41,321
-
-
-
-
-
-
-
-
-
-
-
-
44,284
-
-
-
-
-
-
-
-
-
-
(41,321 )
(44,284 )
(327,551 )
-
-
-
(22,606 )
5,616
1,453
7,069
-
(37,070 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(16,775 )
(111,027 )
(16,775 )
(111,027 )
-
-
-
37,070
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(327,551 )
50,782
(86,846 )
(271 )
(22,606 )
5,616
(126,349 )
(120,733 )
2,492
-
BALANCE AT DECEMBER 31, 2018
591,995
5,919,949
801,398
1,941,826
67,279
241,734
(138,875 )
(303,968 )
(63,401 )
8,465,942
Appropriation of the 2018 earnings
Legal reserve
Special reserve
Cash dividends to shareholders
Changes in capital surplus from investments in associates and joint ventures accounted
for using the equity method
Issuance of share dividends from capital surplus
Difference between share price and carrying amount from disposal of subsidiaries
Changes of equity of subsidiaries
Net profit for the year ended December 31, 2019
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,709
(213,118 )
162
-
-
562
-
-
-
-
-
-
-
-
241,173
(562 )
(241,173 )
-
-
-
-
-
-
-
-
-
-
(3,394 )
15,309
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,709
(213,118 )
162
(3,394 )
15,309
Other comprehensive income (loss) for the year ended December 31, 2019, net of
income tax
Total comprehensive income (loss) for the year ended December 31, 2019
Adjustments to capital surplus due to the distribution of cash dividends to subsidiaries
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income
-
-
-
-
-
-
-
-
-
-
1,281
-
-
-
-
-
-
-
-
-
5,339
20,648
-
(279,514 )
(79,905 )
(17,792 )
(79,905 )
(17,792 )
-
-
-
279,514
-
-
-
-
(92,358 )
(77,049 )
1,281
-
BALANCE AT DECEMBER 31, 2019
591,995
$
5,919,949
$
594,432
$
1,942,388
$
308,452
$
(262,261 )
$
(218,780 )
$
(42,246 )
$
(63,401 )
$
8,178,533
The accompanying notes are an integral part of the financial statements.
SUNPLUS TECHNOLOGY COMPANY LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Net gain on the fair value change of financial assets at fair value through
profit or loss
Financial costs
Interest income
Dividend income
Share of profit of subsidiaries, associates and joint ventures
Gain on disposal of subsidiaries
Realized gain on the transactions with subsidiaries
Net loss on foreign currency exchange
Changes in operating assets and liabilities:
Decrease in other receivables
Decrease in trade receivables
Decrease (increase) in inventories
Decrease (increase) in other current assets
Increase in net defined benefit assets - non-current
Increase (decrease) in contract liabilities
decrease in trade payables
Increase (decrease) in other current liabilities
Decrease in defined benefit liabilities
Cash used in operations
Interest received
Dividends received
Interest paid
Income tax paid
2019
2018
$
20,096
$
7,760
86,185
42,652
(17,428)
6,781
(2,490)
(3,702)
(186,007)
-
(131)
1,062
6,870
27,310
(16,857)
(7,347)
(1,163)
826
(44,951)
6,979
(966)
(82,281)
2,633
206,037
(6,862)
(4,787)
45,232
42,802
13,218
4,864
(3,467)
(7,986)
(47,155)
(119,154)
(2,287)
203
22,170
29,387
20,001
4,883
-
(996)
(28,717)
(34,475)
(2,146)
(55,863)
3,980
281,986
(5,018)
(1,680)
Net cash generated from operating activities
114,740
223,405
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from financial assets at FVTOCI
Purchase of financial assets at FVTPL
Proceeds from the sale of financial assets at FVTPL
Purchase of investments accounted for using the equity method
Payments for property, plant and equipment
Payments for intangible assets
Decrease in other assets - non-current
Decrease in refundable deposits
548
(293,720)
309,084
(177,633)
(83,624)
(45,662)
-
64
-
(454,704)
313,976
(346,554)
(41,358)
(65,360)
59,520
-
Net cash used in investing activities
(290,943)
(534,480)
CASH FLOWS FROM FINANCING ACTIVITIES
(Continued)
SUNPLUS TECHNOLOGY COMPANY LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
Proceeds from short-term borrowings
Repayments of short-term borrowings
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Refunds of guarantee deposits received
Repayment of the principal portion of lease liabilities
Dividends paid to owners of the Company
2019
2018
54,658
-
(115,000)
1,406
(5,483)
(3,913)
(213,118)
-
(59,520)
(160,000)
1,860
(752)
-
(414,397)
Net cash used in financing activities
(281,450)
(632,809)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH
HELD IN FOREIGN CURRENCIES
(1,818)
1,870
NET DECREASE IN CASH AND CASH EQUIVALENTS
(459,471)
(942,014)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
780,555
1,722,569
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$
321,084
$
780,555
The accompanying notes are an integral part of the financial statements.
(Concluded)
SUNPLUS TECHNOLOGY COMPANY LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Sunplus Technology Company Limited (“Sunplus” or the “Company”) was established in August 1990. It researches,
develops, designs, tests and sells high quality, high value-added consumer integrated circuits (ICs). Its products are
based on core technologies in such areas as multimedia audio/video, single-chip microcontrollers and digital signal
processors. These technologies are used to develop hundreds of products including various ICs: liquid crystal display,
microcontroller, multimedia, voice/music, and application-specific devices. Sunplus’ shares have been listed on the
Taiwan Stock Exchange since January 2000. Some of its shares have been issued in the form of global depositary
receipts (GDRs), which have been listed on the London Stock Exchange since March 2001 (refer to Note 20).
The parent financial statements are presented in the Company’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The parent company only financial statements were approved by the board of directors and authorized for issue on
March 30, 2020.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports
by Securities Issuers and the International Financial Reporting Standards (IFRS), International
Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC)
endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the amendments to the Regulations Governing the
Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by
the FSC did not have any material impact on the Company’s accounting policies:
1) IFRS 16 “Leases”
IFRS 16 provides a comprehensive model for the identification of lease arrangements and their
treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC
4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations.
Refer to Note 4 for information relating to the relevant accounting policies.
Definition of a lease
The Company elects to apply the guidance of IFRS 16 in determining whether contracts are, or
contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts
identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for
in accordance with the transitional provisions under IFRS 16.
The Company as lessee
The Company recognizes right-of-use assets or investment properties if the right-of-use assets meet
the definition of investment properties, and lease liabilities for all leases on the consolidated balance
sheets except for those whose payments under low-value asset and short-term leases are recognized
as expenses on a straight-line basis. On the statements of comprehensive income, the Company
presents the depreciation expense charged on right-of-use assets separately from the interest
expense accrued on lease liabilities; interest is computed using the effective interest method. On the
consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are
classified within financing activities; cash payments for the interest portion are classified within
operating activities. Prior to the application of IFRS 16, payments under operating lease contracts,
were recognized as expenses on a straight-line basis. Cash flows for operating leases were classified
within operating activities on the statements of cash flows.
Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating
leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease
payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019.
Right-of-use assets are measured at an amount equal to the lease liabilities. The Company applies
IAS 36 to all right-of-use assets.
The lessee’s weighted average incremental borrowing rate applied to lease liabilities recognized on
January 1, 2019 is 2.39%. The difference between the (i) lease liabilities recognized and (ii)
operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as
follows:
The future minimum lease payments of non-cancellable operating lease commitments on
December 31, 2018
Less: Recognition exemption for short-term leases and leases of low-value assets
Undiscounted amounts on January 1, 2019
$
65,973
-
$
65,973
Discounted amounts using the incremental borrowing rate on January 1, 2019
Add: Adjustments as a result of a different treatment of extension and termination options
$
56,503
128,841
Lease liabilities recognized on January 1, 2019
$ 185,344
The Company as lessor
The Company does not make any adjustments for leases in which it is a lessor, and it accounts for
those leases with the application of IFRS 16 starting from January 1, 2019.
The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS
16 is set out as follows:
Right-of-use assets
Total effect on assets
Lease liabilities - current
Lease liabilities - non-current
Total effect on liabilities
As Originally
Stated on
January 1, 2019
Adjustments
Arising from
Initial
Application
Restated on
January 1, 2019
$
$
$
$
-
-
-
-
-
$ 185,344
$ 185,344
$ 185,344
$ 185,344
$
3,913
181,431
$
3,913
181,431
$ 185,344
$ 185,344
2) IFRIC 23 “Uncertainty over Income Tax Treatments”
IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Company should
assume that the taxation authority will have full knowledge of all related information when making
related examinations. If the Company concludes that it is probable that the taxation authority will
accept an uncertain tax treatment, the Company should determine the taxable profit, tax bases,
unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or
planned to be used in its income tax filings. If it is not probable that the taxation authority will
accept an uncertain tax treatment, the Company should make estimates using either the most likely
amount or the expected value of the tax treatment, depending on which method the entity expects to
better predict the resolution of the uncertainty. The Company has to reassess its judgments and
estimates if facts and circumstances change.
3) Amendments to IAS 28 “Long-term Interests in Associates and Joint Ventures”
The amendments clarified that IFRS 9 “Financial Instruments” shall be applied to account for other
financial instruments in an associate or joint venture to which the equity method is not applied.
These included long-term interests that, in substance, form part of the Company’s net investment in
an associate or joint venture.
4) Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement”
The amendments stipulate that, if a plan amendment, curtailment or settlement occurs, the current
service cost and the net interest for the remainder of the annual reporting period are determined
using the actuarial assumptions used for the remeasurement of the net defined benefit liabilities
(assets). In addition, the amendments clarify the effect of a plan amendment, curtailment or
settlement on the requirements regarding the asset ceiling. The Company applied the above
amendments prospectively.
b. The IFRSs endorsed by the FSC for application starting from 2020
New IFRSs
Effective Date
Announced by IASB
Amendments to IFRS 3 “Definition of a Business”
Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
Reform”
Amendments to IAS 1 and IAS 8 “Definition of Material”
January 1, 2020 (Note 3)
Note 1: The Company shall apply these amendments to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to
asset acquisitions that occur on or after the beginning of that period.
Note 2: The Company shall apply these amendments retrospectively for annual reporting periods beginning on or
after January 1, 2020.
Note 3: The Company shall apply these amendments prospectively for annual reporting periods beginning on or
after January 1, 2020.
As of the date the consolidated financial statements were authorized for issue, the Company is continuously
assessing the possible impact that the application of other standards and interpretations will have on the Company’s
financial position and financial performance and will disclose the relevant impact when the assessment is
completed.
c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Effective Date
Announced by IASB (Note 1)
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between
To be determined by IASB
an Investor and its Associate or Joint Venture”
IFRS 17 “Insurance Contracts”
January 1, 2021
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” January 1, 2022
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or
after their respective effective dates.
1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or
Joint Venture”
The amendments stipulate that, when the Company sells or contributes assets that constitute a business (as
defined in IFRS 3) to an associate or joint venture, the gain or loss resulting from the transaction is recognized in
full. Also, when the Company loses control of a subsidiary that contains a business but retains significant
influence or joint control, the gain or loss resulting from the transaction is recognized in full.
Conversely, when the Company sells or contributes assets that do not constitute a business to an associate or
joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the Company’s
interest as an unrelated investor in the associate or joint venture, i.e., the Company’s share of the gain or loss is
eliminated. Also, when the Company loses control of a subsidiary that does not contain a business but retains
significant influence or joint control over an associate or a joint venture, the gain or loss resulting from the
transaction is recognized only to the extent of the Company’s interest as an unrelated investor in the associate or
joint venture, i.e., the Company’s share of the gain or loss is eliminated.
2) Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
The amendments clarify that for a liability to be classified as non-current, the Company shall assess whether it
has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after
the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as
non-current regardless of whether the Company will exercise that right. The amendments also clarify that, if the
right to defer settlement is subject to compliance with specified conditions, the Company must comply with
those conditions at the end of the reporting period even if the lender does not test compliance until a later date.
The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers
to a transfer of cash, other economic resources or the Company’s own equity instruments to the counterparty
that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of
the counterparty, result in its settlement by a transfer of the Company’s own equity instruments, and if such
option is recognized separately as equity in accordance with IAS 32: Financial Instruments: Presentation, the
aforementioned terms would not affect the classification of the liability.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the
Company is continuously assessing the possible impact that the application of other standards and interpretations
will have on the Company’s financial position and financial performance and will disclose the relevant impact when
the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Statement of Compliance
The parent company only financial statements have been prepared in accordance with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers.
b. Basis for Preparation
The Company financial statements have been prepared on the historical cost basis except for financial instruments
that are measured at fair values, and net defined benefit liabilities which are measured at the present value of the
defined benefit obligation less the fair value of plan assets.
The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value
measurement inputs are observable and the significance of the inputs to the fair value measurement in
its entirety, which are described as follows:
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
3) Level 3 inputs are unobservable inputs for the asset or liability.
When preparing these parent company only financial statements, the Company used the equity method
to account for its investments in subsidiaries, associates and joint ventures. In order for the amounts of
the net profit for the year, other comprehensive income for the year and total equity in the parent
company only financial statements to be the same with the amounts attributable to the owners of the
Company in its financial statements, adjustments arising from the differences in accounting treatments
between the parent company only basis and the basis were made to investments accounted for using the
equity method, the share of profit or loss of subsidiaries, associates and joint ventures, the share of other
comprehensive income of subsidiaries, associates and joint ventures and the related equity items, as
appropriate, in these parent company only financial statements.
c. Classification of current and non-current assets and liabilities
Current assets include:
1) Assets held primarily for the purpose of trading;
2) Assets expected to be realized within twelve months after the reporting period; and
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a
Current liabilities include:
1) Liabilities held primarily for the purpose of trading;
2) Liabilities due to be settled within twelve months after the reporting period, even if an agreement to
refinance, or to reschedule payments, on a long-term basis is completed after the reporting period
and before the parent company only financial statements are authorized for issue; and
3) Liabilities for which the Company does not have an unconditional right to defer settlement for at
least twelve months after the reporting period. Terms of a liability that could, at the option of the
counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
Assets and liabilities that are not classified as current are classified as non-current.
d. Foreign currencies
In preparing the financial statements of the Company, transactions in currencies other than the
Company’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange
prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated
at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or
translation are recognized in profit or loss in the period.
Nonmonetary items measured at fair value that are denominated in foreign currencies are retranslated at
the rates prevailing at the date when the fair value was determined. Exchange differences arising on the
retranslation of nonmonetary items are included in profit or loss for the period except for exchange
differences arising from the retranslation of nonmonetary items in respect of which gains and losses are
recognized directly in other comprehensive income, in which case, the exchange differences are also
recognized directly in other comprehensive income.
Nonmonetary items that are measured at historical cost in a foreign currency are not retranslated.
For the purposes of presenting parent company only financial statements, the assets and liabilities of the
Company’s foreign operations (including of the subsidiaries, associates, joint ventures or branches
operations in other countries or currencies used different with the Company) are translated into New
Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense
items are translated at the average exchange rates for the period. Exchange differences arising are
recognized in other comprehensive income.
e.
Inventories
Inventory write-downs are made by item, except where it may be appropriate to group similar or related
items. Net realizable value is the estimated selling price of inventories less all estimated costs of
completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on
the balance sheet date.
f.
Investments accounted for using the equity method
The Company uses the equity method to account for investments in subsidiaries, associates and joint
ventures.
1) Investment in subsidiaries
Subsidiaries are the entities controlled by the Company.
Under the equity method, the investment is initially recognized at cost and the carrying amount is
increased or decreased to recognize the Company's share of the profit or loss and other
comprehensive income of the subsidiary after the date of acquisition. Besides, the Company also
recognizes the Company’s share of the change in other equity of the subsidiary.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company’s
loss of control over the subsidiaries are accounted for as equity transactions. Any difference
between the carrying amounts of the investment and the fair value of the consideration paid or
received is recognized directly in equity.
When the Company’s share of losses of a subsidiary equals or exceeds its interest in that subsidiary
(which includes any carrying amount of the investment in subsidiary accounted for by the equity
method and long-term interests that, in substance, form part of the Company’s net investment in the
subsidiary), the Company continues recognizing its share of further losses.
The acquisition cost in excess of the acquisition-date fair value of the identifiable net assets
acquired is recognized as goodwill. Goodwill is not amortized. The acquisition-date fair value of the
net identifiable assets acquired in excess of the acquisition cost is recognized immediately in profit
or loss.
When testing for impairment, the cash-generating unit is determined based on the financial
statements as a whole by comparing its recoverable amount with its carrying amount. If the
recoverable amount of the asset subsequently increases, the reversal of the impairment loss is
recognized as a gain, but the increased carrying amount of an asset after a reversal of an impairment
loss shall not exceed the carrying amount that would have been determined (net of amortization or
depreciation) had no impairment loss been recognized on the asset in prior years. An impairment
loss recognized for goodwill shall not be reversed in a subsequent period.
When the Company ceases to have control over a subsidiary, any retained investment is measured at
fair value at that date and the difference between the previous carrying amount of the subsidiary
attributable to the retained interest and its fair value is included in the determination of the gain or
loss. Furthermore, the Company accounts for all amounts previously recognized in other
comprehensive income in relation to that subsidiary on the same basis as would be required if the
Company had directly disposed of the related assets or liabilities.
Profits and losses from downstream transactions with a subsidiary are eliminated in full. Profits and
losses from upstream with subsidiary and side stream transactions between subsidiaries are
recognized in the Company’s financial statements only to the extent of interests in the subsidiary
that are not related to the Company.
2) Investments in associates
An associate is an entity over which the Company has significant influence and that is neither a
subsidiary nor an interest in a joint venture.
The results and assets and liabilities of associates are incorporated in these parent company only
financial statements using the equity method of accounting. Under the equity method, an investment
in an associate is initially recognized at cost and adjusted thereafter to recognize the Company’s
share of the profit or loss and other comprehensive income of the associate. The Company also
recognizes the changes in the Company’s share of equity of associates.
When the Company subscribes for additional new shares of the associate at a percentage different
from its existing ownership percentage, the resulting carrying amount of the investment differs from
the amount of the Company’s proportionate interest in the associate. The Company records such a
difference as an adjustment to investments with the corresponding amount charged or credited to
capital surplus. If the Company’s ownership interest is reduced due to the additional subscription of
the new shares of associate, the proportionate amount of the gains or losses previously recognized
in other comprehensive income in relation to that associate is reclassified to profit or loss on the
same basis as would be required if the investee had directly disposed of the related assets or
liabilities. When the adjustment should be debited to capital surplus, but the capital surplus
recognized from investments accounted for by the equity method is insufficient, the shortage is
debited to retained earnings.
When the Company’s share of losses of an associate equals or exceeds its interest in that associate
(which includes any carrying amount of the investment accounted for by the equity method and
long-term interests that, in substance, form part of the Company’s net investment in the associate),
the Company discontinues recognizing its share of further losses. Additional losses and liabilities
are recognized only to the extent that the Company has incurred legal obligations, or constructive
obligations, or made payments on behalf of that associate and jointly controlled entity.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the
identifiable assets and liabilities of an associate recognized at the date of acquisition is recognized
as goodwill, which is included within the carrying amount of the investment and is not amortized.
Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over
the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
The entire carrying amount of the investment (including goodwill) is tested for impairment as a
single asset by comparing its recoverable amount with its carrying amount. Any impairment loss
recognized forms part of the carrying amount of the investment. Any reversal of that impairment
loss is recognized to the extent that the recoverable amount of the investment subsequently
increases.
The Company discontinues the use of the equity method from the date on which it ceases to have
significant influence. Any retained investment is measured at fair value at that date and the fair
value is regarded as its fair value on initial recognition as a financial asset. The difference between
the previous carrying amount of the associate (attributable to the retained interest and its fair value
is included in the determination of the gain or loss on disposal of the associate. The Company
accounts for all amounts previously recognized in other comprehensive income in relation to that
associate on the same basis as would be required if that associate had directly disposed of the
related assets or liabilities.
When the Company transacts with its associate (profits and losses resulting from the transactions
with the associate are recognized in the Company’s parent company only financial statements only
to the extent of interests in the associate and the jointly controlled entity that are not related to the
Company.
g. Property, plant and equipment
Property, plant and equipment are stated at cost, less subsequent accumulated depreciation and
subsequent accumulated impairment loss.
Depreciation is recognized using the straight-line method. Each significant part is depreciated
separately. The estimated useful lives, residual values and depreciation method are reviewed at the end
of each reporting period, with the effect of any changes in estimate accounted for on a prospective
basis.
Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is
determined as the difference between the sales proceeds and the carrying amount of the asset and is
recognized in profit or loss.
h.
Intangible assets
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost
and subsequently measured at cost less accumulated amortization and accumulated impairment loss.
Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and
amortization method are reviewed at the end of each reporting period, with the effect of any
changes in estimate accounted for on a prospective basis. The residual value of an intangible asset
with a finite useful life shall be assumed to be zero unless the Company expects to dispose of the
intangible asset before the end of its economic life. Intangible assets with indefinite useful lives that
are acquired separately are measured at cost less accumulated impairment loss.
2) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the
carrying amount of the asset is recognized in profit or loss.
i.
Impairment of tangible and intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and
intangible assets, excluding goodwill, to determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the
recoverable amount of an individual asset, the Company estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for
impairment at least annually.
Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable
amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying
amount of the asset or cash-generating unit is reduced to its recoverable amount.
When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating
unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying
amount that would have been determined had no impairment loss been recognized for the asset or
cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
j. Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the
contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted
from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade
date basis.
a) Measurement category
2018
Financial assets are classified into the following categories: Financial assets at FVTPL, financial
assets at amortized cost and investments in equity instruments at FVTOCI.
i. Financial assets at FVTPL
A financial asset is classified as at FVTPL when such a financial asset is mandatorily
classified or it is designated as at FVTPL. Financial assets mandatorily classified as at
FVTPL include investments in equity instruments which are not designated as at FVTOCI
and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses
arising on remeasurement recognized in profit or loss. The net gain or loss recognized in
profit or loss incorporates any dividends or interest earned on the financial assets. Fair value
is determined in the manner described in Note 28.
ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized
cost:
i) The financial asset is held within a business model whose objective is to hold financial assets in
order to collect contractual cash flows; and
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash
equivalents, other financial assets, notes and accounts receivable and other receivables, are
measured at amortized cost, which equals the gross carrying amount determined using the
effective interest method less any impairment loss. Exchange differences are recognized in
profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying
amount of a financial asset, except for:
i) Purchased or originated credit impaired financial assets, for which interest income is calculated by
applying the credit-adjusted effective interest rate to the amortized cost of such financial assets;
and
ii) Financial assets that are not credit impaired on purchase or origination but have subsequently
become credit impaired, for which interest income is calculated by applying the effective interest
rate to the amortized cost of such financial assets in subsequent reporting periods.
Cash equivalents include time deposits, which are highly liquid, readily convertible to a
known amount of cash and are subject to an insignificant risk of changes in value. These
cash equivalents are held for the purpose of meeting short-term cash commitments.
iii. Investments in equity instruments at FVTOCI
On initial recognition, the Company may make an irrevocable election to designate
investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if
the equity investment is held for trading or if it is contingent consideration recognized by an
acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with
gains and losses arising from changes in fair value recognized in other comprehensive
income and accumulated in other equity. The cumulative gain or loss will not be reclassified
to profit or loss on disposal of the equity investments; instead, they will be transferred to
retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when
the Company’s right to receive the dividends is established, unless the dividends clearly
represent a recovery of part of the cost of the investment.
b) Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses on financial assets at
amortized cost (including trade receivables).
The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables.
For all other financial instruments, the Company recognizes lifetime ECLs when there has been
a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk
on a financial instrument has not increased significantly since initial recognition, the Company
measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of a
default occurring as the weights. Lifetime ECLs represent the expected credit losses that will
result from all possible default events over the expected life of a financial instrument. In
contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from
default events on a financial instrument that are possible within 12 months after the reporting
date.
The Company recognizes an impairment gain or loss in profit or loss for all financial
instruments with a corresponding adjustment to their carrying amount through a loss allowance
account.
c) Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows
from the asset expire or when it transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the
asset’s carrying amount and the sum of the consideration received and receivable is recognized
in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the
difference between the asset’s carrying amount and the sum of the consideration received and
receivable and the cumulative gain or loss that had been recognized in other comprehensive
income is recognized in profit or loss. However, on derecognition of an investment in an equity
instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the
consideration received and receivable is recognized in profit or loss, and the cumulative gain or
loss that had been recognized in other comprehensive income is transferred directly to retained
earnings, without recycling through profit or loss.
2) Financial liabilities
a) Subsequent measurement
All the financial liabilities are measured at amortized cost using the effective interest method:
b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the
consideration paid, including any non-cash assets transferred or liabilities assumed, is
recognized in profit or loss.
k. Revenue recognition
The Company identifies a contract with a customer, allocates the transaction price to the performance
obligations, and recognizes revenue when performance obligations are satisfied.
Unearned receipts for merchandise sales would be recognized as contract liabilities before the company
fulfills its performance obligations.
Revenue from the sale of goods
Revenue from the sale of goods comes from the sale of ICs. Sales of ICs are recognized as revenue
when the goods are shipped because it is the time when the customer has full discretion over the manner
of distribution and the price to sell the goods, has the primary responsibility for sales to future
customers, and bears the risks of obsolescence. Trade receivables are recognized concurrently.
The Company does not recognize revenue on materials delivered to subcontractors because this delivery
does not involve a transfer of control.
Other
Other mainly comes from software development and royalties.
l. Leases
2019
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.
1) The Company as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
When the Company subleases a right-of-use asset, the sublease is classified by reference to the right-of-use
asset arising from the head lease, not with reference to the underlying asset. However, if the head lease is a
short-term lease that the Company, as a lessee, has accounted for applying recognition exemption, the sublease
is classified as an operating lease.
Lease payments less any lease incentives payable from operating leases are recognized as income on a
straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases
are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis
over the lease terms.
2) The Company as lessee
The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a
lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption
where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities.
Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and
adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the
balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier
of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed
payments and variable lease payments which depend on an index or a rate. The lease payments are discounted
using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily
determined, the Company uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest
expense recognized over the lease terms. When there is a change in a lease term or a change in future lease
payments resulting from a change in an index or a rate used to determine those payments, the Company
remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the
carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is
recognized in profit or loss. Lease liabilities are presented on a separate line in the balance sheets.
2018
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee. All other leases are classified as operating leases.
1) The Company as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the
relevant lease.
2) The Company as lessee
Contingent rents arising under operating leases are recognized as an expense in the year in which
they are incurred.
m. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted
amount of the benefits expected to be paid in exchange for the related services.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when
employees have rendered service entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined
benefit retirement benefit plans are determined using the projected unit credit method. Service cost
(including current service cost and past service cost) and net interest on the net defined benefit
liabilities (assets) are recognized as employee benefits expense in the period in which they occur, or
when the plan amendment or curtailment occurs. Remeasurement, comprising actuarial gains and
losses, and the return on plan assets (excluding interest), is recognized in other comprehensive
income in the period in which it occurs. Remeasurement recognized in other comprehensive income
is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Company’s defined
benefit plans. Any surplus resulting from this calculation is limited to the present value of any
refunds from the plans or reductions in future contributions to the plans.
n. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Law, an additional tax of inappropriate earnings is provided for as
income tax in the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax
provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and
liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences and unused loss
carryforwards to the extent that it is probable that taxable profits will be available against which
those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments
in subsidiaries and associates, except where the Company is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated
with such investments and interests are only recognized to the extent that it is probable that there
will be sufficient taxable profits against which to utilize the benefits of the temporary differences
and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also
reviewed at the end of each reporting period and recognized to the to the extent that it has become
probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the reporting period. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which The Company expects, at the end of the reporting period, to recover or
settle the carrying amount of its assets and liabilities.
3) Current and deferred tax for the period
Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and
deferred tax are also recognized in other comprehensive income or directly in equity respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In application of the Company’s accounting policies, management is required to make judgments, estimates and
assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and other factors that are considered relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future
periods.
Critical Accounting Judgements
a. Lease terms - 2019
In determining a lease term, the Company considers all facts and circumstances that create an economic incentive to
exercise or not to exercise an option, including any expected changes in facts and circumstances from the
commencement date until the exercise date of the option. Main factors considered include contractual terms and
conditions for the optional periods, significant leasehold improvements undertaken over the contract term, the
importance of the underlying asset to the lessee’s operations, etc. The lease term is reassessed if a significant change
in circumstances that are within control of the Company occur.
Key Sources of Estimation Uncertainty
a. Estimated impairment of financial assets
The provision for impairment of trade receivables is based on assumptions about the risk of default and
expected loss rates. The Company uses judgment in making these assumptions and in selecting the
inputs to the impairment calculation, based on the Company’s past history, existing market conditions
as well as forward-looking estimates as at the end of each reporting period. Where the actual future cash
inflows are less than expected, a material impairment loss may arise.
b. Estimated impairment of tangible assets and intangible assets (excluding goodwill)
The Company relies on subjective judgments and depends on industry usage patterns and related characteristics to
determine cash flows, asset useful lives, and future revenues and expenses. Any change in the operating
environment and corporate strategy may cause significant impairment loss.
c. Lessees’ incremental borrowing rates - 2019
In determining a lessee’s incremental borrowing rate used in discounting lease payments, a risk-free rate for the
same currency and relevant duration is selected as a reference rate, and the lessee’s credit spread adjustments and
lease specific adjustments are also taken into account.
6. CASH AND CASH EQUIVALENTS
Cash on hand
Checking accounts and demand deposits
Cash equivalents
Time deposits
December 31
2019
2018
$
447
271,637
$
424
522,131
49,000
258,000
$ 321,084
$ 780,555
The market rate intervals of cash in bank and bank overdrafts at the end of the reporting period were as follows:
December 31
2019
2018
Bank balance
0.01%-1.70%
0.01%-0.65%
7. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets at FVTPL - current
Financial assets classified as at FVTPL
Non-derivative financial assets
- Mutual funds
Financial liabilities at FVTPL - non-current
Financial assets classified as at FVTPL
Non-derivative financial assets
- Securities unlisted in the ROC
- Mutual funds
- Securities listed in other countries
December 31
2019
2018
$ 515,989
$ 661,494
$ 337,789
75,119
815
$ 190,050
75,432
672
$ 413,723
$ 266,154
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - 2018
Non-current
Domestic and foreign investments
- Unlisted shares and emerging market shares
December 31
2019
2018
$
2,586
$
4,337
9. ACCOUNTS RECEIVABLE, NET
Trade receivables
At amortized cost
Gross carrying amount
Trade receivables
December 31
2019
2018
$ 141,845
$ 171,387
The average credit period on sales of goods was 30 to 60 days without interest. The Company's exposure to credit risk
and external credit ratings are continuously monitored. In order to minimize credit risk, the management of the Company
has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to
ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount
of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible
irrecoverable amounts. In this regard, the management believes the Company’s credit risk was significantly reduced.
The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which
permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade
receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of
the debtor’s current financial position, the forecast direction of economic conditions at the reporting date. As the
Company’s historical credit loss experience does not show significantly different loss patterns for different customer
segments, the provision for loss allowance based on past due status is not further distinguished according to the
Company’s different customer base.
The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial
difficulty and there is no realistic prospect of recovery. Where recoveries are made, these are recognized in profit or loss.
The Company’s current credit risk grading framework is shown in the following table:
December 31, 2019
Not Overdue
Overdue
1- 60 days
Overdue
61-90 days
Overdue
91-120 days
Overdue 121
days or More
Total
Gross carrying amount at September 30,
2019
Expected credit losses
$ 141,845
-
$
$
-
-
$
-
-
$
-
-
-
-
$ 141,845
-
Amortized cost at September 30, 2019
$ 141,845
$
-
$
-
$
-
$
-
$ 141,845
December 31, 2018
Not Overdue
Overdue
1- 60 days
Overdue
61-90 days
Overdue
91-120 days
Overdue 121
days or More
Total
Gross carrying amount
Expected credit losses
$ 171,387
-
$
$
-
-
$
-
-
$
-
-
-
-
$ 171,387
-
Amortized cost at December 31, 2018
$ 171,387
$
-
$
-
$
-
$
-
$ 171,387
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1
Less: Amounts written off (Note)
Balance at December 31
December 31
2019
2018
$
$
-
-
-
$ 107,257
(107,257)
$
-
Note: The trade receivable from one customer that were overdue for 2 years and determined to be uncollectible and
the accounts receivable from another customer that was declared bankrupt by court ruling were both written off.
The written-off receivables and allowance were both $107,257.
10. INVENTORIES
Finished goods
Work in progress
Raw materials
December 31
2019
2018
$ 126,606
125,054
22,104
$
98,872
129,316
28,719
$ 273,764
$ 256,907
The costs of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 were
$735,366 thousand and $809,472 thousand, respectively.
The costs of inventories recognized as costs of goods sold for the years ended December 31, 2019 and 2018 were as follows:
Inventory write-downs (reversed)
Income from scrap sales
Years Ended December 31
2018
2019
$
3,047
103
$
(17,880)
87
$
3,150
$
(17,793)
The reversals of previous write-downs for the year ended December 31, 2019 resulted from reduced inventories.
11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Investments in subsidiaries
Investments in associates
December 31
2019
2018
$ 5,489,062
560,877
$ 5,384,684
596,525
$
6,049,939
$
5,981,209
a.
Investments in subsidiaries
Listed companies
Generalplus Technology Corp.
Non-listed Company
Ventureplus Group Inc.
Sunplus Venture Capital Co., Ltd.
Lin Shih Investment Co., Ltd.
Russell Holdings Limited
Sunplus Innovation Technology
Sunext Technology Co., Ltd.
Award Glory Ltd.
Wei-Young Investment Inc.
Magic Sky Limited
Sunplus mMobile Inc.
Sunplus mMedia Inc.
Sunplus Management Consulting
Jumplux Technology Co., Ltd.
Sunplus Technology (H.K.)
December 31
2019
2018
$
681,743
$
704,549
1,373,861
1,049,350
744,832
569,284
573,897
194,234
160,186
49,602
32,282
29,576
23,627
3,768
2,785
35
1,354,351
1,028,567
750,558
579,038
523,083
174,391
33,116
56,947
82,747
29,785
46,128
3,910
17,475
39
$ 5,489,062
$ 5,384,684
Except for Sunplus Management Consulting, investments were accounted for using the equity method
and the share of profit or loss and other comprehensive income of those investments were calculated
based on financial statements which have been audited. Management believes there is no material
impact on the equity method of accounting or the calculation of the share of profit or loss and other
comprehensive income from the financial statements of Sunplus Management Consulting which have
not been audited.
Refer to Note 32 for the detail list of investments in subsidiaries.
The percentage subsidiaries’ ownerships and voting right held by the Company:
Listed companies
Generalplus Technology Corp.
Non-listed Company
Ventureplus Group Inc.
Sunplus Venture Capital Co., Ltd.
Lin Shih Investment Co., Ltd.
Russell Holdings Limited
Sunplus Innovation Technology
Sunext Technology Co., Ltd.
Award Glory Ltd.
Wei-Young Investment Inc.
Magic Sky Limited
Sunplus mMobile Inc.
Sunplus mMedia Inc.
Sunplus Management Consulting
Jumplux Technology
Sunplus Technology (H.K.)
b.
Investments in associates
December 31
2019
2018
34%
100%
100%
100%
100%
61%
93%
100%
100%
100%
100%
90%
100%
55%
100%
34%
100%
100%
100%
100%
61%
91%
100%
100%
100%
100%
90%
100%
55%
100%
Associates
Global View Co., Ltd.
iCatch Technology Inc.
Name of Associate
Global View Co., Ltd.
iCatch Technology Inc.
December 31
2019
2018
$ 297,640
263,237
$ 307,106
289,419
$ 560,877
$ 596,525
Proportion of Ownership and Voting
Rights
December 31
2019
13%
29%
2018
13%
30%
Refer to Table 5 and Table 6 “Information on Investees” “Information on Investments in Mainland China” for the
nature of activities, principal places of business and countries of incorporation of the associates.
iCatch Technology Inc. has independently operated its financial activities since July 31, 2018 due to operational
needs; thus, the Company assessed that the control of iCatch Technology Inc. was lost. On July 31, 2018 the equity
investment was remeasured at fair value, and a disposal gain of $119,154 thousand was recognized.
The fair values of publicly traded investments accounted for using the equity method, which were based on the
closing prices of those investments at the balance sheet date, are summarized as follows:
Global View Co., Ltd.
$ 239,889
$ 248,530
All the associates are accounted for using the equity method.
The summarized financial information of the Company’s associates is set out below:
December 31
2019
2018
Total assets
Total liabilities
December 31
2019
2018
$ 2,150,913
307,922
$
$ 2,346,302
365,599
$
Years Ended December 31
2018
2019
Revenue
Loss for the period
Comprehensive income
Share of profits of associates accounted for using the equity method
$ 1,088,352
(8,509)
$
(6,310)
$
(16,832)
$
$ 1,005,661
(35,177)
$
(95,076)
$
(18,098)
$
The amounts of share of profits of associates are based on the associates’ financial statements audited by the
auditors.
12. PROPERTY, PLANT AND EQUIPMENT
a. Assets used by the Company - 2019
Machinery
Prepayments
for Equipment
and
Auxiliary
and
Testing
Furniture and
Construction
Buildings
Equipment
Equipment
Equipment
Fixtures
in Process
Total
Cost
Balance at beginning of year
$ 969,205
$
32,191
$
1,770
$ 198,906
$
35,002
$
2,940
$ 1,240,014
Additions
Disposals
Reclassified
-
-
-
290
(5,408 )
-
3,500
(626 )
-
59,453
(162,640 )
113
10,154
(18,766 )
10,380
8,749
-
(10,720 )
82,146
(187,440 )
(227 )
Balance at end of year
$ 969,205
$
27,073
$
4,644
$
95,832
$
36,770
$
969
$ 1,134,493
Accumulated depreciation
and impairment
Balance at beginning of year
$ 342,662
$
19,654
$
1,085
$ 169,575
$
19,851
$
Depreciation expense
Disposals
19,721
-
3,277
(5,408 )
1,008
(626 )
47,796
8,598
(162,640 )
(18,766 )
Balance at end of year
$ 362,383
$
17,523
$
1,467
$
54,731
$
9,683
$
-
-
-
-
$ 552,827
80,400
(187,440 )
$ 445,787
Net, end of year
$ 606,822
$
9,550
$
3,177
$
41,101
$
27,087
$
969
$ 688,706
b. 2018
Cost
Machinery
Prepayments
for Equipment
and
Auxiliary
and
Testing
Furniture and
Construction
Buildings
Equipment
Equipment
Equipment
Fixtures
in Process
Total
Balance at beginning of year
$ 969,205
$
41,392
$
2,225
$ 164,145
$
28,080
$
-
$ 1,205,047
Additions
Disposals
-
-
275
(9,476 )
-
(455 )
36,552
(1,791 )
9,709
(2,787 )
2,940
-
49,476
(14,509 )
Balance at end of year
$ 969,205
$
32,191
$
1,770
$ 198,906
$
35,002
$
2,940
$ 1,240,014
Accumulated depreciation
and impairment
Balance at beginning of year
$ 322,941
$
25,176
$
1,003
$ 156,667
$
16,317
$
Depreciation expense
Disposals
19,721
-
3,954
(9,476 )
537
(455 )
14,699
(1,791 )
6,321
(2,787 )
Balance at end of year
$ 342,662
$
19,654
$
1,085
$ 169,575
$
19,851
$
-
-
-
-
$ 522,104
45,232
(14,509 )
$ 552,827
Net, end of year
$ 626,543
$
12,537
$
685
$
29,331
$
15,151
$
2,940
$ 687,187
The above items of property, plant and equipment are depreciated on a straight-line basis over the following
estimated useful lives as follows:
Buildings
Auxiliary equipment
Machinery and equipment
35-56 years
4-11 years
4 years
Testing equipment
Furniture and fixtures
1-5 years
4-5 years
Refer to Note 30 for the carrying amounts of property, plant and equipment that had been pledged by the Company
to secure borrowings.
13. LEASE ARRANGEMENTS
a. Right-of-use assets - 2019
Carrying amounts
Land
Depreciation charge for right-of-use assets
Land
b. Lease liabilities - 2019
Carrying amounts
Current
Non-current
Range of discount rate for lease liabilities was as follows:
Land
c. Material lease-in activities and terms
December 31,
2019
$ 179,559
$
5,785
December 31,
2019
$
4,007
$ 177,424
December 31,
2019
2.39%
The Company leases land and buildings for the use of plants and offices with lease terms of 20 years,
and the lease contract for land located in the ROC specifies that lease payments will be adjusted on the
basis of changes in the announced land value prices. The Company does not have bargain purchase
options to acquire the leasehold land and buildings at the end of the lease terms.
d. Other lease information
2019
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
2019
$
$
$
1,265
448
10,080
The Company leases certain transportation equipment and other leases which qualify as short-term
leases. The Company has elected to apply the recognition exemption and, thus, did not recognize
right-of-use assets and lease liabilities for these leases.
2018
The future minimum lease payments of non-cancellable operating lease commitments are as follows:
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
December 31,
2018
$
8,318
21,079
36,576
$
65,973
14. INTANGIBLE ASSETS
Cost
Balance at January 1
Additions
Disposals
Reclassified
Year Ended December 31, 2019
Technology
License Fees
Software
Patents
Total
$
$
314,894
41,125
(23,509)
(350)
$
11,120
1,465
(4,379)
-
97,099
-
-
-
$
423,113
42,590
(27,888)
(350)
Balance at December 31
$
332,160
$
8,206
$
97,099
$
437,465
Accumulated amortization
Balance at January 1
Amortization expense
Disposals
Reclassified
$
$
122,383
38,721
(23,509)
(175)
$
6,000
3,931
(4,379)
-
75,522
-
-
-
$
203,905
42,652
(27,888)
(175)
Balance at December 31
$
137,420
$
5,552
$
75,522
$
218,494
Accumulated deficit
Balance at December 31
$
111,136
$
-
$
21,577
$
132,713
Carrying amounts at December 31,
2019
$
83,604
$
2,654
$
-
$
86,258
Year Ended December 31, 2018
Technology
License Fees
Software
Patents
Total
Cost
Balance at January 1
Additions
Disposals
$
$
271,582
63,880
(20,568)
$
16,382
3,276
(8,538)
97,099
-
-
$
385,063
67,156
(29,106)
Balance at December 31
$
314,894
$
11,120
$
97,099
$
423,113
Accumulated amortization
Balance at January 1
Amortization expense
Disposals
$
$
104,915
38,036
(20,568)
$
9,772
4,766
(8,538)
75,522
-
-
$
190,209
42,802
(29,106)
Balance at December 31
$
122,383
$
6,000
$
75,522
$
203,905
Accumulated deficit
Balance at January 1 and
December 31
Carrying amounts at December 31,
$
111,136
$
-
$
21,577
$
132,713
2018
$
81,375
$
5,120
$
-
$
86,495
Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
Technology license fees
Software
Patents
An analysis of the amortization by function:
Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
1-10 years
1-5 years
18 years
December 31
2019
2018
$
-
-
3,430
39,222
$
191
3
3,933
38,675
$ 42,652
$ 42,802
15. OTHER ASSETS
Current
Other assets
Prepayments for EDA tools
Prepaid technical licensing fee
Prepaid royalty
Others
Non-current
Other financial assets
Pledged time deposits (a)
Other assets
Refundable deposits
Others
a. Refer to Note 30 for information on pledged time deposits.
16. LOANS
a. Short-term borrowings
Unsecured borrowings
Bank loans
December 31
2019
2018
$ 15,570
9,103
4,691
3,061
$ 16,019
-
5,170
3,662
$ 32,425
$ 24,851
$
6,100
$
6,100
$
136
7,800
$
200
7,800
$
7,936
$
8,000
December 31
2019
2018
$ 53,964
$
-
The weighted average effective interest rate on the bank loans as of December 31, 2019 were 2.402%-2.537%.
b. Long-term borrowings
The borrowings of the Company were as follows:
Loans on credit
Less: Current portion
Long-term borrowings - non-current
December 31
2019
2018
$
$
-
-
-
$ 115,000
115,000
$
-
The effective rate borrowings as of December 31 2018 were 1.545%-1.600%.
According to the loan contract, the financial statements of the company for 107 years are limited by current ratio,
debt ratio and interest guarantee multiple. However, the Company’s inability to meet the ratio requirements would
not be deemed as a violation of the contracts. As of 2018, the Company was in compliance with these financial ratio
requirements.
17. ACCOUNTS AND NOTES PAYABLE
Accounts payable
Payable - operating
December 31
2019
2018
$
62,566
$ 108,075
The average credit period on purchases of certain goods was 30-60 days. The Company has financial risk management
policies in place to ensure that all payables are paid within the pre-agreed credit terms.
18. OTHER LIABILITIES
Current
Other liabilities
Salaries or bonuses
Payable for royalties
Refund liabilities (Note 21)
Labor/health insurance
Payable on machinery and equipment
Compensation due to directors
Others
Non-current
December 31
2019
2018
$
96,390
36,862
8,806
7,897
5,470
515
33,079
$ 102,634
19,459
9,014
7,491
7,770
199
41,474
$ 189,019
$ 188,041
Payable on machinery and equipment
$
3,198
$
2,376
19. RETIREMENT BENEFIT PLANS
Defined contribution plans
The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined
contribution plan. Under the LPA, the Company makes monthly contributions to employees’ individual pension
accounts at 6% of monthly salaries and wages.
Defined benefit plans
Before the promulgation of the LPA, Sunplus, Generalplus, Sunext, Sunplus Innovation, Jumplux Technology, Sunplus
mMedia and iCatch of the Company had a defined benefit pension plan under the Labor Standards Law. Under this plan,
employees should receive either a series of pension payments with a defined annuity or a lump sum that is payable
immediately on retirement and is equivalent to 2 base units for each of the first 15 years of service and 1 base unit for
each year of service thereafter. The total retirement benefit is subject to a maximum of 45 units. The pension benefits are
calculated on the basis of the length of service and average monthly salaries of the six month before retirement. In
addition, the Company makes monthly contributions, equal to 2% of salaries, to a pension fund, which is administered
by a fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name
and are managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to
influence the investment policy and strategy. According to the letter of Zhuhuanzi No. 1090003642 issued by the
Hsinchu Science Park Administration of the Ministry of Science and Technology, the Company ceased its retirement
fund contribution temporarily from January 1, 2020 to December 31, 2020.
The amounts included in the balance sheets in respect of the Company’s defined benefit plans were as follows:
December 31
2019
2018
Present value of funded defined benefit obligation
Fair value of plan assets
$ 173,083
(174,246)
$ 169,342
(164,067)
Net defined benefit (assets) liabilities
$
(1,163)
$
5,275
Movements in net defined benefit liabilities (assets) were as follows:
Balance at January 1, 2018
Service cost
Current service cost
Interest expense
Recognized in profit or loss
Remeasurement
Return on plan assets
Actuarial (gain) loss-changes in financial
assumptions
Adjustment on actuarial (gain) loss-experience
adjustment
Recognized in other comprehensive income
Contributions from employer
Present Value of
Funded Defined
Benefit
Obligation
Fair Value of
Plan Assets
Net Liabilities
(Assets) Arising
from Defined
Benefit
Obligation
$ 165,832
$ 154,968
$
10,864
587
2,322
2,909
-
5,484
(4,883)
601
-
-
2,190
2,190
4,044
-
-
4,044
2,865
587
132
719
(4,044)
5,484
(4,883)
(3,443)
(2,865)
Balance at December 31, 2018
$ 169,342
$ 164,067
$
5,275
(Continued)
Balance at January 1, 2019
Service cost
Current service cost
Interest expense
Recognized in profit or loss
Remeasurement
Return on plan assets
Actuarial (gain) loss-changes in financial
assumptions
Adjustment on actuarial (gain) loss-experience
adjustment
Recognized in other comprehensive income
Contributions from employer
Present Value of
Funded Defined
Benefit
Obligation
Fair Value of
Plan Assets
Net Liabilities
(Assets) Arising
from Defined
Benefit
Obligation
$ 169,342
$ 164,067
$
5,275
605
1,947
2,552
-
3,042
(1,853)
1,189
-
-
1,903
1,903
5,498
-
-
5,498
2,778
605
44
649
(5,498)
3,042
(1,853)
(4,309)
(2,778)
Balance at December 31, 2019
$ 173,083
$ 174,246
$
(1,163)
(Concluded)
An analysis by function of the amounts recognized in profit or loss in respect of the benefit plans is as follows:
Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31
2019
2018
$
105
6
215
323
$
153
6
232
328
$
649
$
719
Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:
a. Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank
deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated
management. However, in accordance with relevant regulations, the return generated by plan assets
should not be below the interest rate for a 2-year time deposit with local banks.
b. Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
plan’s debt investments.
c. Salary risk: The present value of the defined benefit obligation is calculated by reference to the future
salaries of plan participants. As such, an increase in the salary of the plan participants will increase the
present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The
significant assumptions used for the purposes of the actuarial valuations were as follows:
Discount rate(s)
Expected rate(s) of salary increase
Resignation rate
December 31
2019
2018
1.00%
4.00%
0%-28%
1.15%
4.00%
0%-28%
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will
remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
1% increase
1% decrease
December 31
2019
2018
$
$
(5,029)
5,237
$ 21,475
$ (18,693)
$
$
(5,484)
5,726
$ 23,638
$ (20,348)
The sensitivity analysis presented above may not be representative of the actual change in the present value of the
defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some
of the assumptions may be correlated.
The expected contributions to the plan for the next year
$
2,778
$
2,866
The average duration of the defined benefit obligation
14 years
15 years
December 31
2019
2018
20. EQUITY
a. Share capital
1) Ordinary shares:
December 31
2019
2018
Numbers of shares authorized (in thousands)
Shares authorized
1,200,000
$ 12,000,000
1,200,000
$ 12,000,000
Number of shares issued and fully paid (in thousands)
Shares issued
591,995
5,919,949
$
591,995
5,919,949
$
Fully paid ordinary shares, which have a par value of $10.00, carry one vote per share and a right to dividends.
Of the Company’s authorized shares, 80,000 thousand shares had been reserved for the issuance of convertible
bonds and employee share options.
2) Global depositary receipts
In March 2001, Sunplus issued 20,000 thousand units of global depositary receipts (GDRs), representing
40,000 thousand ordinary shares that consisted of newly issued and originally outstanding shares. The GDRs
are listed on the London Stock Exchange (code: SUPD) with an issuance price of US$9.57 per unit. As of
December 31, 2019, the outstanding 175 thousand units of GDRs represented 350 thousand ordinary shares.
b. Capital surplus
A reconciliation of the carrying amount at the beginning and at the end of 2019 and 2018 for each component of
capital surplus was as follows:
December 31
2019
2018
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
From the issuance of ordinary shares
From the acquisition of a subsidiary
The difference between consideration received or paid and the carrying
amount of the subsidiaries’ net assets during actual disposal or
acquisition
$ 196,095
157,423
$ 409,213
157,423
140,184
140,022
May be used to offset a deficit only
From treasury share transactions
Changes in net equity of associates or joint ventures accounted for using
the equity method
45,239
55,491
43,958
50,782
$ 594,432
$ 801,398
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit,
such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a
certain percentage of the Company’s capital surplus and once a year).
c. Retained earnings and dividend policy
Under the dividend policy as set forth in the amended Articles, Sunplus shall appropriate from the annual net income
less any accumulated deficit: (a) 10% as legal reserve; and (b) special reserve equivalent to the debit balance of any
accounts shown in the shareholders’ equity section of the balance sheet, other than deficit.
Under the approved shareholders’ resolution, the current year’s net income less all the foregoing appropriations and
distributions, plus the prior years’ unappropriated earnings may be distributed as additional dividends. Sunplus’
policy is that cash dividends should be at least 10% of total dividends distributed. However, cash dividends will not
be distributed if these dividends are less than NT$0.5 per share.
Under the regulations promulgated, a special reserve equivalent to the debit balance of any account shown in the
shareholders’ equity section of the balance sheet (for example, unrealized loss on financial assets and cumulative
translation adjustments) should be allocated from unappropriated retained earnings. For the policies on the
distribution of employees’ compensation and remuneration to directors and supervisors before and after
amendment, refer to Note 22-f.
Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in
capital. The legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has
exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
The Company appropriates or reverses a special reserve in accordance with Rule No. 1010012865 and Rule No.
1010047490 issued by the FSC and the directive entitled “Questions and Answers on Special Reserves
Appropriated Following the Adoption of IFRSs”. Distributions can be made out of any subsequent reversal of the
debit to other equity items.
The appropriations from the 2018 and 2017 earnings were approved at the shareholders’ meetings in June 10, 2019
and on June 11, 2018, respectively. The appropriations, including dividends, were as follows:
Legal reserve
Special reserve
Cash dividend
Dividends per share (NT$)
Appropriation of Earnings
For Year 2018
For Year 2017
$
562
$ 241,173
-
$
-
$
41,321
$
44,284
$
$ 327,551
0.5533
$
The Company’s shareholders also proposed in the shareholders’ meeting on June 10, 2019 and June 11, 2018 to
issue cash dividends from capital surplus of $213,118 thousand and $86,846 thousand, respectively.
The appropriation of earnings for 2019 are subject to resolution in the shareholders’ meeting to be held on June 12,
2020.
d. Special reserve
Beginning at January 1
Appropriations to the special reserve
Balance at December 31
e. Other equity items
For the Year Ended December 31
2019
2018
$
67,279
241,173
$
22,995
44,284
$ 308,452
$
67,279
1) Exchange differences or translating the financial statements of foreign operations
Balance at January 1
Exchange differences on translating the financial statements of
foreign operations
Share of exchange differences of associates accounted for using the
equity method
Balance at December 31
Years Ended December 31
2018
2019
$ (138,875)
$ (122,100)
(13,842)
19,736
(66,063)
(36,511)
$ (218,780)
$ (138,875)
2) Unrealized gain (loss) from investments in equity instruments measured at fair value through other
comprehensive income:
Balance at January 1
Current
Unrealized gain (loss)
Cumulative unrealized gain (loss) of equity instruments
transferred to retained earnings due to disposal
Share of unrealized gain (loss) on associates accounted for using
the equity method
Balance at December 31
For the Year Ended December 31
2019
2018
$ (303,968)
$ (230,011)
(1,203)
(94,350)
279,514
37,070
(16,589)
(16,677)
$
(42,246)
$ (303,968)
f. Non-controlling interests
Purpose of Buyback
Number of shares as of January 1, 2018
Decrease
Number of shares as December 31, 2018
Number of shares as of January 1, 2019
Decrease
Number of shares as December 31, 2019
Shares
Transferred to
Employees (in
Thousands of
Shares)
Shares Held by
Its Subsidiaries
(in Thousands of
Shares)
Total (in
Thousands of
Shares)
-
-
-
-
-
-
3,560
-
3,560
3,560
-
3,560
3,560
-
3,560
3,560
-
3,560
The Company’s shares held by its subsidiaries at the end of the reporting periods were as follows:
Number of
Shares Held (In
Thousand)
Carrying
Amount
Market Price
December 31, 2019
Lin Shin Investment Co., Ltd
3,560
$ 63,401
$ 48,238
December 31, 2018
Lin Shin Investment Co., Ltd
3,560
$ 63,401
$ 40,050
Under the Securities and Exchange Act, Sunplus shall neither pledge treasury shares nor exercise shareholders’
rights on these shares, such as rights to dividends and to vote.
21. REVENUE
Revenue from the sale of goods
Other
a. Contract information
Revenue from the sale of goods
Years Ended December 31
2018
2019
$ 1,143,333
91,936
$ 1,114,399
124,381
$ 1,235,269
$ 1,238,780
IC products are sold to agents and customers. The Company determines the sales price of products based on orders.
It takes into consideration the past purchases of agents and customers in order to estimate the most likely discount
amount and return rate. Based on the determination of revenue, the Company recognizes the amount and the
liabilities for refunds (accounted for as other current liabilities).
Other
Other mainly comes from software development and royalties.
b. Contract balances
December 31,
2019
December 31,
2018
January 1,
2018
Trade receivables (Note 9)
$ 141,845
$ 171,387
$ 200,733
Contract liabilities - current
$
3,373
$
2,547
$
-
The changes in the balance of contract liabilities primarily result from the timing difference between the Company’s
performance and the respective customer’s payment
c. Disaggregation of revenue
Primary geographical markets
Asia
Taiwan
Others
Timing of revenue recognition
Satisfied at a point in time
Satisfied over time
22. NET PROFIT
Net profit included the following items:
Reportable Segments
Direct Sales
2019
2018
$
$
984,862
208,641
41,766
962,788
225,802
50,190
$ 1,235,269
$ 1,238,780
$ 1,224,955
10,314
$ 1,216,620
22,160
$ 1,235,269
$ 1,238,780
a. Other income
Rent income
Dividend income
Interest income
Others
b. Other gains and losses
Service income of management support
Net loss on financial assets and liabilities
Net loss on financial assets designated as at FVTPL (Note 7)
Net foreign exchange gain (loss)
Gain on disposal of subsidiaries
c. Finance costs
Interest on lease liabilites
Interest on bank loans
Other financial costs
d. Depreciation and amortization
An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating costs
Operating expenses
e. Employee benefit expense
Years Ended December 31
2018
2019
$
29,932
3,702
2,490
25,809
$
29,740
7,986
3,467
11,663
$
61,933
$
52,856
Years Ended December 31
2018
2019
$
34,023
$
44,542
17,428
(3,070)
-
(13,218)
1,749
119,154
$
48,381
$ 152,227
Years Ended December 31
2018
2019
$
4,405
1,132
1,244
$
-
3,887
977
$
6,781
$
4,864
Years Ended December 31
2018
2019
$
3,789
82,396
$
4,044
41,188
$
86,185
$
45,232
$
-
42,652
$
191
42,611
$
42,652
$
42,802
Years Ended December 31
2018
2019
Short-term benefits
$ 448,979
$ 422,759
Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 19)
Other employee benefits
19,742
649
20,391
10,874
18,402
719
19,121
10,314
Total employee benefit expense
$ 480,154
$ 452,194
An analysis of employee benefit expense by function
Operating costs
Operating expenses
$
40,642
439,512
$
61,245
390,949
$ 480,154
$ 452,194
f. Employees’ compensation and remuneration of directors
The Company accrued employees’ compensation and remuneration of directors and supervisors at rates
of no less than 1% and no higher than 1.5%, respectively, of net profit before income tax, employees’
compensation, and remuneration of directors. The employees’ compensation and remuneration of
directors for the years ended December 31, 2019 and 2018, which have been approved by the
Company’s board of directors on March 30, 2020 and March 20, 2019, respectively, were as follows:
Accrual rate
Employees’ compensation
Remuneration of directors
Amount
For the Year Ended December 31
2019
1.0%
1.5%
2018
1.0%
1.5%
For the Year Ended December 31
2019
2018
Cash
Shares
Cash
Shares
Employees’ compensation
Remuneration of directors
$
$
206
309
$
-
-
$
80
119
-
-
If there is a change in the proposed amounts after the annual financial statements are authorized for
issue, the differences are recorded as a change in the accounting estimate.
There is no difference between the actual amounts of employees’ compensation and remuneration of
directors paid and the amounts recognized in the financial statements for the years ended December 31,
2018 and 2017.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s
board of directors in 2020 and 2019 is available at the Market Observation Post System website of the
Taiwan Stock Exchange.
g. Gain or loss on exchange rate changes
Exchange rate gains
Exchange rate losses
Years Ended December 31
2018
2019
$
22,155
(25,225)
$
21,272
(19,523)
23. INCOME TAXES
a.
Income tax recognized in profit or loss
The major components of tax expense were as follows:
Current tax
In respect of the current year
Adjustments for prior periods
Deferred tax
In respect of the current year
Changes in tax rates
$
(3,070)
$
1,749
Years Ended December 31
2018
2019
$
4,787
-
$
1,680
464
-
-
(373)
373
Income tax expense recognized in profit or loss
$
4,787
$
2,144
A reconciliation of accounting profit and current income tax expenses is as follows:
Profit before tax
Income tax expense calculated at the statutory rate
Tax effect of adjusting items:
Nondeductible expenses
Temporary differences
Tax-exempt income
Current income tax expense
Unrecognized investment credit
Foreign income tax expense
Adjustments for prior years’ tax
Years Ended December 31
2018
2019
$
20,096
$
4,019
$
$
7,760
1,552
(37,633)
(8,659)
(42)
(42,315)
42,315
4,787
-
(31,528)
(21,414)
(47)
(51,437)
51,437
1,680
464
Income tax expense recognized in profit or loss
$
4,787
$
2,144
The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to
20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from
10% to 5%.
In July 2019, the President of the ROC announced the amendments to the Statute for Industrial Innovation, which
stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or
purchase of certain assets or technologies are allowed as deduction when computing the income tax on
unappropriated earnings.
b. Current tax assets and liabilities
Current tax assets
Tax refund receivable (classified as other receivables)
December 31
2019
2018
$
486
$
508
c. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2019
Deferred Tax Assets
Opening Balance
Recognized in
Profit or Loss
Closing Balance
Temporary differences
Depreciation expense
Exchange (gains) losses
Others
For the year ended December 31, 2018
$
763
(297)
2,019
$
3,029
195
(3,224)
$
3,792
(102)
(1,205)
$
2,485
$
-
$
2,485
Deferred Tax Assets
Opening Balance
Recognized in
Profit or Loss
Closing Balance
Temporary differences
Depreciation expense
Exchange (gains) losses
Others
$
791
(468)
2,162
$
(28)
171
(143)
$
763
(297)
2,019
$
2,485
$
-
$
2,485
d. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred
tax assets have been recognized in the parent company only balance sheets
Loss carryforwards
Expiry in 2019
Expiry in 2020
Expiry in 2021
Expiry in 2022
Expiry in 2023
Expiry in 2027
Expiry in 2029
December 31
2019
2018
$
-
211,457
322,509
394,894
1,144,831
24,228
19,642
$
190,618
211,457
322,509
394,894
1,144,831
24,228
-
$ 2,117,561
$ 2,288,537
Deductible temporary differences
$
69,427
$
124,021
e. Unused loss carryforwards and tax exemptions
Loss carryforwards as of December 31, 2019:
Unused Amount
$
211,457
322,509
394,894
1,144,831
24,228
19,642
$ 2,117,561
Expiry Year
2020
2021
2022
2023
2027
2029
The income from the following projects is exempt from income tax for five years. The related tax-exemption periods
are as follows:
Project
Tax Exemption Period
Sunplus
Fourteenth expansion
Fifteenth expansion
f.
Income tax assessments
January 1, 2015 to December 31, 2019
January 1, 2015 to December 31, 2019
The income tax returns of the Company before 2017 had been assessed by the tax authorities.
24. EARNINGS PER SHARE
Basic gain per share
Diluted earnings per share
Unit: NT$ Per Share
Years Ended December 31
2018
2019
$
$
0.03
0.03
$
$
0.01
0.01
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were
as follows:
Net profit for the year
Profit for the year attributable to owners of the Company
Effect of potentially dilutive ordinary shares
Bonuses for employees
Years Ended December 31
2018
2019
$
15,309
$
5,616
-
-
Earnings used in the computation of diluted EPS from continuing operations
$
15,309
$
5,616
Weighted average number of ordinary shares outstanding (in thousand shares):
Weighted average number of ordinary shares used in the computation of
basic earnings per shares
Effect of dilutive potential ordinary shares:
Employee bonuses
Years Ended December 31
2018
2019
$ 588,435
$ 588,435
16
60
Weighted average number of ordinary shares used in the computation of
diluted earnings per share
$ 588,451
$ 588,495
The Company can settle bonus or remuneration to employees in cash or shares. If the Company decides to use shares in
settling the entire amount of the bonus or remuneration the resulting potential shares will be included in the weighted
average number of shares outstanding to be used in computation of diluted earnings per share, if the effect is dilutive.
This dilutive effect of the potential shares will be included in the computation of diluted earnings per share until the
number of shares to be distributed to employees is determined in the following year.
25. DISPOSAL OF SUBSIDIARIES
iCatch Technology Inc. has independently operated its financial activities since July 31, 2018 due to operational needs;
thus, the Company assessed that the control of iCatch Technology Inc. was lost. For details about the partial disposal of
iCatch Technology Inc., refer to Note 29 to the Company’s consolidated financial statements for the year ended
December 31, 2018.
26. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTEREST
For details about the partial disposal of Sunext Technology Co., Ltd. and Jumplux Technology, refer to Note 30 to the
Company’s consolidated financial statements for the year ended December 31, 2018.
27. CAPITAL MANAGEMENT
The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while
maximizing the return to stakeholders through the optimization of the debt and equity balance.
The capital structure of the Company consists of [net debt (borrowings offset by cash and cash equivalents) and equity of
the Company (comprising issued capital, reserves, retained earnings and other equity) attributable to owners of the
Company.
The Company is not subject to any externally imposed capital requirements.
28. FINANCIAL INSTRUMENTS
The management of the Company considers that the fair values of financial assets and financial liabilities that are not
measured at fair value approximate their fair values.
a. Fair value of financial instruments that are not measured at fair value
The management of the Company considers that the fair values of financial assets and financial liabilities that are
not measured at fair value approximate their fair values.
b. Fair value of financial instruments that are measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2019
Financial assets at FVTPL
Mutual funds
Unlisted shares - ROC
Listed shares in other
countries
Financial assets at FVTOCI
Unlisted shares - ROC
December 31, 2018
Financial assets at FVTPL
Mutual funds
Unlisted shares - ROC
Listed shares in other
countries
Financial assets at FVTOCI
Unlisted shares in ROC and
Level 1
Level 2
Level 3
Total
$
591,108
-
$
815
-
-
-
$
-
337,789
$
591,108
337,789
-
815
$
591,923
$
-
$
337,789
$
929,712
$
-
$
-
$
2,586
$
2,586
Level 1
Level 2
Level 3
Total
$
736,926
-
$
672
-
-
-
$
-
190,050
$
736,926
190,050
-
672
$
737,598
$
-
$
190,050
$
927,648
other countries
$
-
$
-
$
4,337
$
4,337
There were no transfers between Levels 1 and 2 in the current and prior periods.
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2019
Financial Assets
Financial Assets
at FVTPL
Financial Assets
at FVTOCI
Balance at January 1, 2018
Recognized in profit or loss
Recognized in other comprehensive income
Purchases
Disposals and proceeds from return of capital
of investments
$ 190,050
8,989
-
142,500
(3,750)
$
4,337
-
(1,203)
-
(548)
Total
$ 194,387
8,989
(1,203)
142,500
(4,298)
Balance at December 31, 2018
$ 337,789
$
2,586
$ 340,375
For the year ended December 31, 2018
Financial Assets
Financial Assets
at FVTPL
Financial Assets
at FVTOCI
Balance at January 1, 2018
Recognized in profit or loss
Recognized in other comprehensive income
Purchases
Disposal
$ 111,851
(26,801)
-
201,000
(96,000)
$
98,687
-
(94,350)
-
-
Total
$ 210,538
(26,801)
(94,350)
201,000
(96,000)
Balance at December 31, 2018
$ 190,050
$
4,337
$ 194,387
c. Categories of financial instruments
Financial assets
Financial assets at FVTPL
Financial assets at amortized cost (i)
Financial assets at fair value through other comprehensive income
Equity instruments
Financial liabilities
December 31
2019
2018
$ 929,712
476,374
$ 927,648
927,468
2,586
4,337
Measured at amortized cost (ii)
175,217
287,206
i) The balances include loans and receivables measured at amortized cost, which comprise cash and cash
equivalents, accounts receivable, refundable deposits, trade and other receivables and other financial assets.
Those reclassified to held-for-sale disposal groups are also included.
ii) The balances include available-for-sale financial assets carried at cost.
d. Financial risk management objectives and policies
The Company’s major financial instruments included equity and debt investments, trade receivable, trade payables,
bonds payable, borrowings and convertible notes. The Company’s corporate treasury function provides services to
the business, coordinates access to domestic and international financial markets, monitors and manages the financial
risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and
magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk),
credit risk and liquidity risk.
The Corporate Treasury function reported quarterly to the Company's risk management committee.
1) Market risk
The Company's activities exposed it primarily to the financial risks of changes in foreign currency exchange
rates (see (a) below) and interest rates (see (b) below). The Company entered into a variety of derivative
financial instruments to manage its exposure to foreign currency risk and interest rate risk, including:
a) Foreign currency risk
A part of the Company’s cash flows is in foreign currency, and the use by management of derivative
financial instruments is for hedging adverse changes in exchange rates, not for profit.
For exchange risk management, each foreign-currency item of net assets and liabilities is reviewed
regularly. In addition, before obtaining foreign loans, the Company considers the cost of the hedging
instrument and the hedging period.
The carrying amounts of the Company’s foreign currency-denominated monetary assets and monetary
liabilities at the end of the reporting period, please refers to Note 31.
Sensitivity analysis
The Company was mainly exposed to the USD and RMB.
The following table details the Company sensitivity to a US$1.00 and RMB1.00 increase and decrease in
the New Taiwan dollar (the functional currency) against the relevant foreign currencies. The sensitivity
analysis considers the currencies of USD and RMB in circulation, and adjusts the end-of-term conversion
to exchange rate change of $1.00. The sensitivity analysis covers cash and cash equivalents, notes and
accounts receivable, other receivables, other financial assets, long-term and short-term loans, accounts
payable, other accounts payable and deposit margins. A negative number below indicates a decrease in
post-tax profit associated with the New Taiwan dollar strengthening $1.00 against USD and RMB. For a
$1.00 weakening of the New Taiwan dollar against the relevant currency, there would be an equal and
opposite impact on post-tax profit, and the balances below would be positive.
Profit or loss
$
(1,783)
$
(3,163)
USD Impact
Years Ended December 31
2018
2019
Profit or loss
b) Interest rate risk
RMB Impact
Years Ended December 31
2018
2019
$
(11)
$
(1,007)
The Company was exposed to interest rate risk because entities in the Company borrowed funds at both
fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix of
fixed and floating rate borrowings, and using interest rate swap contracts and forward interest rate contracts.
Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite,
ensuring the most cost-effective hedging strategies are applied.
The carrying amounts of the Company’s financial assets and financial liabilities with exposure to interest
rates at the end of the reporting period were as follows.
Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
Sensitivity analysis
December 31
2019
2018
$
$
55,100
235,395
271,637
-
264,100
-
521,977
115,000
The sensitivity analyses below were determined based on the Company’s exposure to interest rates for both
derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the
analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period
was outstanding for the whole year. Basis points of 0.125% increase or decrease was used when reporting
interest rate risk internally to key management personnel and represents management's assessment of the
reasonably possible change in interest rates.
Had interest rates increased/decreased by 0.125% and all other variables held constant, the Company’s
post-tax profit for the years ended December 31, 2019 and 2018 would decrease/increase by $340 thousand
and $509 thousand, respectively.
c) Other price risk
The Company was exposed to equity price risk through its investments in listed equity securities. Equity
investments are held for strategic rather than trading purposes. The Company does not actively trade these
investments.
The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the
reporting period.
Had the prices of financial assets at FVTPL been 1% higher/lower, post-tax profit for the year ended
December 31, 2019 and 2018 would have increased/decreased by $9,297 and $9,276 thousand,
respectively.
Had the prices of financial assets at FVTOCI been 1% higher/lower, post-tax profit for the year ended
December 31, 2019 and 2018 would have increased/decreased by $26 and $43 thousand, respectively.
2) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial
loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk
which will cause a financial loss to the Company due to failure to discharge an obligation by the counterparties
and financial guarantees provided by the Company is arising from the carrying amount of the respective
recognized financial assets as stated in the balance sheets.
In order to minimize credit risk, the management of the Company has delegated a team responsible for
determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action
is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual
trade debt at the end of the reporting period to ensure that adequate impairment losses are made for
irrecoverable amounts. In this regard, the directors of the Company consider that the Company’s credit risk was
significantly reduced.
The credit risk on liquid funds and derivatives was limited because the counterparties are banks with high credit
ratings assigned by international credit-rating agencies.
Trade receivables consisted of a large number of customers, spread across diverse industries and geographical
areas. Ongoing credit evaluation is performed on the financial condition of trade receivables and, where
appropriate, credit guarantee insurance cover is purchased.
The Company’s concentration of credit risk of 92% and 91% in total trade receivables as of December 31, 2019
and 2018, respectively, was related to the five largest customers within the property construction business
segment.
3) Liquidity risk
The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents
deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In
addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2019 and 2018,
the Company had available unutilized overdraft and financing facilities refer to the following instruction.
a) Liquidity and interest rate risk tables
The following table details the Company’s remaining contractual maturity for its non-derivative financial
liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash
flows of financial liabilities from the earliest date on which the Company can be required to pay. The tables
included both interest and principal cash flows.
December 31, 2019
Non-derivative financial
liabilities
On Demand
or Less than
1 Month
1-3 Months
More than 3
Months to 1
Year
Over 1 Year
to 5 Years
5+ Years
Non-interest bearing
Lease liabilities
Fixed interest rate liabilities
$ 47,708
693
30,004
$ 46,288
1,386
23,984
$
$
-
6,239
-
-
33,271
2,401
-
$
223,324
56,286
$ 78,405
$ 71,658
$
6,239
$ 35,672
$ 279,610
Additional information about the maturity analysis for lease liabilities:
Less than 1 Year
1-5 Years
5-10 Years
10-15 Years
15-20 Years
20+ Years
Lease liabilities
$
8,318
$
33,271
$
41,589
$
41,589
$
36,439
$ 103,707
December 31, 2018
Non-derivative financial
liabilities
Non-interest bearing
Variable interest rate
liabilities
On Demand
or Less than
1 Month
1-3 Months
More than 3
Months to 1
Year
Over 1 Year
to 5 Years
5+ Years
$ 109,063
$ 38,642
$
-
$
-
$
-
Fixed interest rate liabilities
105
-
15,000
-
100,000
-
-
2,633
-
61,427
$ 109,168
$ 53,642
$ 100,000
$
2,633
$ 61,427
b) Financing facilities
Unsecured bank overdraft facility, reviewed annually and
payable on demand:
Amount used
Amount unused
December 31
2019
2018
$
53,964
2,545,436
$
115,000
3,121,450
$ 2,599,400
$ 3,236,450
29. TRANSACTIONS WITH RELATED PARTIES
a. Name and relationship of related parties
Related Party Name
Related Party Category
Xiamen Xm-plus Technology Ltd.
AutoSys Co., Ltd.
Jumplux Technology Co., Ltd.
Generalplus Technology Inc.
Sunext Technology Co., Ltd.
Sunplus Innovation Technology Inc.
Sunplus mMedia Inc.
Sunplus Venture Capital Co., Ltd.
Lin Shih Investment Co., Ltd.
Wei-Young Investment Inc.
Russell Holdings Limited
Associate (Note 1)
Associate (Note 2)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Note 1: The board of directors of Xiamen Xm-plus Technology Ltd. was re-elected on December 19, 2018. The
company judged that it had lost significant influence on Xiamen Xm-plus Technology Ltd.
Note 2:
It is an associate of the company; subsidiary of AutoSys Co., Ltd.
b. Sales of goods
Account Items
Related Parties Types
2019
2018
For the Year Ended December 31
Sales of goods
Subsidiaries
Associates
$
7,690
10,065
$
19,460
28,058
$
17,755
$
47,518
Sales price to related parties is based on cost and market price. The sales terms to related parties were similar to
those with external customers.
c. Receivables from related parties (excluding loans to related parties)
Account Item
Related Party
2019
2018
December 31
Trade receivables
Other receivable
Subsidiaries
Associates
Subsidiaries
Associates
$
$
$
597
1,258
1,855
1,723
280
$
$
$
2,047
2,400
4,447
5,339
1,358
$
2,003
$
6,697
There were no guarantees on outstanding receivables from related parties. For the years ended December 31, 2019
and 2018, no impairment loss was recognized for trade receivables from related parties.
d. Other transactions with related parties
Account Item
Related Parties Types
2019
2018
For the Year Ended December 31
Operating expenses
Subsidiaries
$
161
$
-
Non-operating income
and expenses
Subsidiaries
Associates
$ 26,558
10,228
$ 44,508
8,072
$ 36,786
$ 52,580
Administrative support services price and support services price between the Company and the related parties were
negotiated and were thus not comparable with those in the market.
The pricing and the payment terms of the lease contract between the Company and the related parties were similar to
those with external customers.
e. Acquisitions of investments accounted for using the equity method
For the year ended December 31, 2019
Related Party
Category/Name
Line Item
Number of
Shares
Underlying Assets
Purchase Price
Subsidiary
Investments accounted for
using the equity method
-
Sunext Technology Co.,
$
-
Ltd.
For the year ended December 31, 2018
Related Party
Category/Name
Line Item
Number of
Shares
Underlying Assets Purchase Price
Subsidiary
Subsidiary
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
3,200
Jumplux
$ 32,000
Technology Co.,
Ltd.
8,251
Sunext Technology
24,752
Co., Ltd.
The Company acquired shares of Sunext Technology Co., Ltd. from Sunplus Venture Capital Co., Ltd., in June,
2019.
The Company acquired shares of Jumplux Technology Co., Ltd. from Sunplus mMedia Inc. in August 2018 and
acquired Sunext Technology Co., Ltd. from Sunplus Venture Capital Co., Ltd., Lin Shih Investment Co., Ltd.,
Wei-Young Investment Inc. and Russell Holdings Limited from October to December 2018.
f. Compensation of key management personnel
Short-term employee benefits
Post-employment benefits
For the Year Ended December 31
2019
2018
$ 11,721
269
$ 18,100
269
$ 11,990
$ 18,369
Compensation of directors and other key management personnel was decided by the Compensation Committee in
accordance with individual performance and market trends.
30. PLEDGED OR MORTGAGED ASSETS
The following assets were mortgaged or pledged as collateral for bank borrowings and leased land:
Buildings, net
Pledged time deposits (classified to other financial assets, including current
$ 595,735
$ 615,136
and non-current)
6,100
6,100
$ 601,835
$ 621,236
December 31
2019
2018
31. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN
CURRENCIES
The following information is summarized and expressed in foreign currencies other than the functional currency. The
disclosed exchange rate refers to the rate at which such foreign currencies are converted into the functional currency.
The significant financial assets and liabilities denominated in foreign currencies are as follows:
December 31, 2019
Financial assets
Monetary items
USD
JPY
CNY
HKD
GBP
Nonmonetary items subsidiaries accounted for using
equity method
USD
HKD
Foreign
Currencies
(In Thousands)
Exchange Rate
Carrying Amount
$
7,103
208
117
15
3
20,066
9
29.980
0.276
4.305
3.849
39.360
29.980
3.849
$ 212,948
57
504
58
118
601,579
35
(Continued)
Financial liabilities
Monetary items
USD
CNY
December 31, 2018
Financial assets
Monetary items
USD
JPY
CNY
HKD
GBP
Nonmonetary items subsidiaries accounted for using
equity method
USD
HKD
Financial liabilities
Monetary items
USD
CNY
Foreign
Currencies
(In Thousands)
Exchange Rate
Carrying Amount
$
5,320
106
29.980
4.305
$ 159,494
456
(Concluded)
Foreign
Currencies
(In Thousands)
Exchange Rate
Carrying Amount
$
7,594
279
1,012
34
3
21,546
10
30.715
0.278
4.472
3.921
38.880
30.715
3.921
$ 233,250
78
4,526
133
117
661,785
39
4,431
5
30.715
4.472
136,098
22
The significant unrealized foreign exchange gains (losses) were as follows:
Foreign
Currencies
Exchange Rate
Net Foreign
Exchange (Loss)
Gain
Exchange Rate
Net Foreign
Exchange (Loss)
Gain
2019
2018
USD
CNY
29.980 (USD:NTD)
4.305 (CNY:NTD)
$
(537)
25
30.715 (USD:NTD)
4.472 (CNY:NTD)
$
(1,234)
(32)
$
(512)
$
(1,266)
32. ADDITIONAL DISCLOSURES
a. Following are the additional disclosures required for the Company and its investees by the Securities
and Futures Bureau:
1) Financings provided: Table 1 (attached)
2) Endorsement/guarantee provided: Table 2 (attached)
3) Marketable securities held: Table 3 (attached)
4) Marketable securities acquired and disposed of at costs or prices of at least $100 million or 20% of
the paid-in capital: Table 4 (attached)
5) Information on investee: Table 5 (attached)
b. Information on investments in mainland China
1) Information on any investee company in mainland China, showing the name, principal business
activities, paid-in capital, method of investment, inward and outward remittance of funds,
ownership percentage, net income of investees, investment income or loss, carrying amount of the
investment at the end of the period, repatriations of investment income, and limit on the amount of
investment in the mainland China area. (Table 6)
Except for Table 1 to Table 6, there’s no further information about other significant transactions.
SUNPLUS TECHNOLOGY COMPANY LIMITED
FINANCINGS PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
No.
Lender
Borrower
Financial Statement
Account
Related
Party
Highest Balance for
the Period
Ending Balance
Actual Borrowing
Amount
Interest Rate
Nature of
Financing
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for Bad
Debt
Collateral
Item
Value
Financing Limit
for Each
Borrower
Aggregate
Financing Limit
2 Sunplus Technology (Shanghai)
Sun Media Technology
Co., Ltd.
2 Sunplus Technology (Shanghai)
Co., Ltd.
Co., Ltd.
Sunplus APP
Technology
3 Russell Holdings Ltd.
Sun Media Technology
Co., Ltd.
4 Sunplus Venture Capital Co.,
Sun Media Technology
Ltd.
5 Sunplus Prof-tek Technology
(Shenzhen)
Co., Ltd.
Sunplus APP
Technology
5 Lin Shih Investment Co., Ltd. Sun Media Technology
Co., Ltd.
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Yes
$
91,300
$
-
$
-
1.8%
Note 1
$
Yes
Yes
Yes
Yes
Yes
25,108
12,522
12,522
1.8%
Note 1
335,477
261,077
261,077
2.05%
Note 1
293,926
232,426
232,426
2.05%
Note 1
41,086
39,354
39,354
1.8%
Note 1
135,170
121,645
121,164
2.05%
Note 1
-
-
-
-
-
-
Note 2
$
-
Note 3
Note 4
Note 5
Note 6
Note 7
12,522
-
-
39,354
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
$
256,983
(Note 8 )
21,415
(Note 9 )
455,427
(Note 10 )
419,740
(Note 11 )
37,851
(Note 12 )
317,228
(Note 13 )
256,983
(Note 8 )
42,830
(Note 9 )
455,427
(Note 10 )
419,740
(Note 11 )
75.703
(Note 12 )
317,228
(Note 13 )
TABLE 1
Note 1:
Short-term financing.
Note 2:
Sunplus Technology (Shanghai) Co., Ltd. provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 3:
Sunplus Technology (Shanghai) Co., Ltd. provided funds for the operating needs of Sunplus APP Technology.
Note 4:
Russell Holdings Ltd. provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 5:
Sunplus Venture Capital provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 6:
Sunplus Prof-tek Technology (Shenzhen) provided funds for the operating needs of Sunplus APP Technology.
Note 7:
Lin Shih Investment Co., Ltd. Provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 8:
The foreign company has voting shares that are directly and indirectly wholly owned by the Company’s parent company. The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 60% of Sunplus Technology (Shanghai) Co., Ltd.’s net equity as of its latest financial statements; in
addition, each guarantee period should not exceed two years.
Note 9:
The aggregate amount of all guarantees issued should not exceed 10% of the net equity of Sunplus Technology (Shanghai) Co., Ltd. (“Sunplus Shanghai”), and the individual amount of each guarantee should not exceed 5% of Sunplus Shanghai’s net equity, with net equity based on its latest financial statements.
Note 10: The foreign company has voting shares that are directly and indirectly wholly owned by the Company’s parent company. The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 80% of Russell Holdings Ltd.’s net equity as of its latest financial statements; in addition, each guarantee
period should not exceed two years.
Note 11: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 40% of Sunplus Venture Capital Co., Ltd.’s net equity as of its latest financial statements.
Note 12: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 10% of the net equity of Sunplus Prof-tek Technology (Shenzhen); and the individual amount of each guarantee should not exceed 5% of Sunplus Shanghai’s net equity.
Note 13: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 40% of Lin Shih Investment Co., Ltd.’s net equity as of its latest financial statements.
SUNPLUS TECHNOLOGY COMPANY LIMITED
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Endorsee/Guarantee
No.
Endorser/
Guarantor
Name
Nature of
Relationship
Limits on
Endorsement/
Guarantee Given
on Behalf of
Each Party
Maximum
Balance for the
Period
Ending Balance
Actual
Borrowing
Amount
Value of
Collateral
(Property, Plant,
or Equipment)
TABLE 2
Percentage of
Accumulated
Amount of
Collateral to
Net Equity as of
the Latest
Financial
Statements
Maximum
Collateral/Guara
ntee Amounts
Allowable
Provided by the
Company
Guarantee
Provided by
the Subsidiary
Guarantee
Provided to
a Subsidiary
Located in
Mainland
China
0
(Note 1)
Sunplus Technology
Company Limited
(“Sunplus”)
Sun Media Technology Co., Ltd.
3 (Note 4)
Sunext Technology Co., Ltd.
2 (Note 3)
1
(Note 2)
Russell Holdings Ltd. Sun Media Technology Co., Ltd.
3 (Note 4)
$ 817,853
(Note 5)
817,853
(Note 5)
341,570
(Note 7)
$ 428,573
$ 169,365
$ 107,625
$
10,000
-
-
-
-
2.07
-
279,585
122,860
122,860
122,860
21.58
$ 1,635,707
(Note 6)
1,635,707
(Note 6)
341,570
(Note 7)
Yes
Yes
No
No
No
No
Yes
No
Yes
Note 1:
Issuer.
Note 2:
Investee.
Note 3: The endorser directly holds more than 50% of the ordinary shares of the endorsee.
Note 4: Sunplus and its subsidiaries jointly hold more than 50% of the ordinary shares of the endorsee.
Note 5: For each transaction entity, the guarantee amount should not exceed 10% of the endorsement/guarantee provider’s net equity based on the provider’s latest financial statements.
Note 6: The guarantee amount should not exceed 20% of the endorsement/guarantee provider’s net equity based on the provider’s latest financial statements.
Note 7: Russell Holdings Ltd. and the endorsement guaranty object are the parent company which holds 100% voting rights directly or indirectly. For each transaction entity, the guarantee amount should not exceed 60% of the endorsement/guarantee provider’s net equity,
i.e., Russell Holdings Ltd. provider’s latest financial statements.
TABLE 3
SUNPLUS TECHNOLOGY COMPANY LIMITED
MARKETABLE SECURITIES HELD
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Sunplus Technology Company Limited
Nomura Taiwan Money Market Fund
(the “Company”)
Mega RMB Money Market Fund
FSITC RMB Money Market Fund TWD
FSITC US Top 100 bond fund A
Taishin 1699 Money Market Fund
Mega Diamond Money Market Fund
UPAMC James Bond Money Market Fund
Yuanta USD Money Market Fund USD
PineBridge Muliti - Income Fund
Prudential Financial RMB Money Market Fund
TWD
Yuanta RMB Money Market TWD
Harvest Series 1 Fund
Yuanta Emerging Indonesia and India 4 years
Bond Fund
Broadcom Inc.
Triknight Capital Corporation
EVERGREEN STEEL Co., Ltd.
Network Capital Global
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through
616
$
10,096
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
466
5,387
2,000
2,216
13,197
1,851
239
95
5,810
1,702
2
1,500
-
24,146
52,658
20,100
30,100
166,162
31,058
75,886
30,516
57,349
17,918
59,960
15,159
815
Financial assets at fair value through
29,625
285,289
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through other
comprehensive income - non-current
1,500
380
52,500
2,586
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5
-
7
$
10,096 Note 3
24,146 Note 3
52,658 Note 3
20,100 Note 3
30,100 Note 3
166,162 Note 3
31,058 Note 3
75,886 Note 3
30,516 Note 3
57,349 Note 3
17,918 Note 3
59,960 Note 3
15,159 Note 3
815 Note 2
285,289 Note 1
52,500 Note 1
2,586 Note 1
(Continued)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Lin Shih Investment Co., Ltd.
UPI Semiconductor Corp.
A-Spine Asia Co., Ltd.
Taiwan Mask Corp.
Enterex International Limited - CB
Kee Song Bio - Technology Holdings Limited
Everlight Electronics Co., Ltd. - CB
Genius Vision Digital Co., Ltd.
Ortery Technologies, Inc.
Chain Sea Information Integration Co., Ltd.
AIII Co., Ltd.
GEMFOR Leading Financial Solution Provider
fund
Sanjet Technology Corporation
Minton Optic Industry Co., Ltd.
Lead Sun Corporation
Ability Enterprise Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Sunplus Technology Co., Ltd.
Parent company
Russell Holdings Limited
Synerchip Inc.
Prine Rich International Co., Ltd.
OZ Optics Limited
Innobrige International Inc.
-
-
-
-
Financial assets at fair value through
300
$
18,420
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
220
101
30
50
80
300
103
43
26
13
8
4,272
-
5,434
3,560
33
6,452
1,000
4,000
19,620
3,479
2,700
4,423
8,000
-
-
474
431
216
-
-
27,934
90,472
48,238
4,600
-
-
-
-
-
-
-
-
-
4
1
-
-
-
-
7
12
2
1
-
12
8
15
$
18,420 Note 1
19,620 Note 1
3,479 Note 2
2,700 Note 2
4,423 Note 2
8,000 Note 2
- Note 1
- Note 1
474 Note 1
431 Note 1
216 Note 1
- Note 1
- Note 1
27,934 Note 1
90,472 Note 2
48,238 Note 2
4,600 Note 1
- Note 1
- Note 1
- Note 1
(Continued)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Russell Holdings Limited
Ether Precision Inc.
Asia Tech Taiwan Venture, L.P.
Asia B2B on Line Inc.
AMED Ventures I, L.P.
Intudo Ventures II, L.P.
GeneOne Diagnostics Corporation
Sunplus Venture Capital Co., Ltd.
Taiwan Mask Corp.
Charles Schwab - Money Fund
Cyberon Corporation
Grand Fortune Venture Capital Co., Ltd.
Ortery Technologies, Inc.
Funyou Venture Capital Limited Partnersh
Book4u Company Limited
Sanjet Technology Corp.
Simple Act Inc.
Minton Optic Industry Co., Ltd.
Raynergy Tek Inc.
Genius Vision Digital
CDIB Capital Growth Partners L.P.
VenGlobal International Fund
TIEF Fund LP
San Neng Group Holding Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
1,250
$
-
1,000
-
-
1,710
108
-
786
5,000
68
-
9
49
1,900
5,000
4,500
375
-
1
-
900
-
-
-
5,563
24,411
20,386
3,721
2,032
27,530
54,950
-
19,877
-
-
-
-
81,630
-
54,379
-
40,721
32,940
1
5
3
3
6
13
-
-
8
7
1
10
-
-
10
8
16
5
2
-
7
1
$
- Note 1
- Note 1
- Note 1
5,563 Note 1
24,411 Note 1
20,386 Note 1
3,721 Note 2
2,032 Note 2
27,530 Note 1
54,950 Note 1
- Note 1
19,877 Note 1
- Note 1
- Note 1
- Note 1
- Note 1
81,630 Note 1
- Note 1
54,379 Note 1
- Note 1
40,721 Note 1
32,940 Note 2
(Continued)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Sunplus Venture Capital Co., Ltd.
Huijia Health Life Technology
Intudo Ventures I, L.P.
eWave System, Inc.
Feature Integration Technology Inc.
Qun-Kin Venture Capital
Protect Life International Biomedical Inc.
Wei-Young Investment Inc.
Shiny Brands Group Co., Ltd.
Cheng Mei Materials Technology Corporation
Chipbond Technology Corporation
Sunplus Technology (Shanghai) Co., Ltd. GF Every Day The Red Haired Type Money
Market Fund B
GF Live Treasury Currency B
Chongqing CYIT Communication Technology
Co., Ltd.
Ready Sun Investment Group Fund
Xiamen Xm-plus Technology Ltd.
Generalplus Technology Inc.
Franklin Templeton SinoAm Money Market
Sunplus Innovation Technology Inc.
Mega Diamond Money Market Fund
Fund
Yuanta Wan Tai Money Market Fund
Fuh Hwa You Li Money Market Fund
Yuanta De-Li Money Market Fund
Taishin 1699 Money Market Fund
Advanced Silicon SA
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through other
comprehensive income - non-current
1,000
$
30,000
-
1,833
1,247
3,000
1,364
105
2,000
300
13,100
13,550
-
-
-
7,869
810
3,963
2,235
4,333
2,212
1,000
45,630
-
18,680
24,000
5,110
7,864
14,600
20,160
56,579
58,493
-
41,625
11,520
81,669
10,199
60,241
30,226
70,939
30,042
22,705
6
8
22
4
6
4
-
-
-
-
-
3
16
3
-
-
-
-
-
-
$
30,000 Note 1
45,630 Note 1
- Note 1
18,680 Note 2
24,000 Note 1
5,110 Note 1
7,864 Note 2
14,600 Note 2
20,160 Note 2
56,579 Note 3
58,493 Note 3
- Note 1
41,625 Note 1
11,520 Note 1
81,669 Note 3
10,199 Note 3
60,241 Note 3
30,226 Note 3
70,939 Note 3
30,042 Note 3
10
22,705 Note 1
(Continued)
Holding Company Name
Type and Name of Marketable Security
Relationship with the Holding
Company
Financial Statement Account
Shares or Units
(In Thousands)
Carrying Amount
Percentage of
Ownership (%)
Market Value or
Net Asset Value
Note
December 31, 2019
Sunplus Innovation Technology Inc.
Advanced NuMicro System, Inc.
Point Grab Ltd.
Magic Sky Limited
GTA Co., Ltd. - CB
Giant Rock Inc.
Xiamen Xm-plus Technology Ltd.
Sunext Technology Co., Ltd.
Yunata Taiwan Dividend + ETF Feeder Fund
Yunata Taiwan Top 50 ETF Feeder Fund
EVERGREEN STEEL Co.,Ltd.
Jsilicon Technology Co., Ltd.
GF Live Treasure Currency B
Note 1: The market value was based on the carrying amount as of December 31, 2019.
Note 2: The market value was based on the closing price as of December 31, 2019.
-
-
-
-
-
-
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
2,000
$
182
-
-
2,843
467
1,000
7,888
848
-
32,079
46,813
31,609
5,715
35,000
33,959
8
1
-
15
-
-
-
-
$
848 Note 1
- Note 1
32,079 Note 1
46,813 Note 1
31,609 Note 3
5,715 Note 3
35,000 Note 1
33,959 Note 3
Note 3: The market value was based on the net asset value of the fund as of December 31, 2019.
(Concluded)
SUNPLUS TECHNOLOGY COMPANY LIMITED
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Company Name
Type and Name of
Marketable
Securities
Financial Statement
Account
Counterparty
Relationship
Number of
Shares
Amount
Number of
Shares
Amount
Number of
Shares
Amount
Carrying
Amount
Gain (Loss) on
Disposal
Beginning Balance
Acquisition(Note 1)
Disposal(Note 1)
Ending Balance(Note 3)
Shares
Amount
Generalplus
Technology Inc.
Franklin Templeton
SinoAm Money
Market Fund
Financial assets at fair
-
-
5,721
$
59,048
29,017
$ 300,000
26,869
$ 278,000
$ 277,539
$
461
7,869
$
81,669
value through profit or
loss - current
Note 1: The cumulative purchase and sale amount shall be calculated separately at the market price to determine whether it has reached NT$300 million or 20% of the paid-up capital.
Note 2: The paid-in capital refers to the paid-in capital of the parent company.
Note 3: The amount on the end of the period is the amount of unrealized profit or loss.
TABLE 4
SUNPLUS TECHNOLOGY COMPANY LIMITED
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ON WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCES
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Investor
Investee
Location
Main Businesses and Products
Sunplus Technology Company Limited
Ventureplus Group Inc.
Award Glory Ltd.
Belize
Belize
Investment
Investment
GLOBAL VIEW CO., LTD.
Hsinchu, Taiwan
Consumer electronics, components and rental
Investment Amount
Balance as of December 31, 2019
December 31,
2019
December 31,
2018
Shares
(Thousands)
Percentage of
Ownership (%)
Carrying
Amount
Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
2,399,817
$
( US$
74,605
RMB 37,900 )
226,834
5,642
( US$
RMB 13,400 )
315,658
2,399,817
$
( US$
74,605
RMB 37,900 )
61,219
2,042 )
( US$
-
-
100
$
1,373,861
$
21,479
$
21,479 Subsidiary
100
160,186
8,497
8,497 Subsidiary
315,658
8,229
13
297,640
85,934
11,165 Investee
TABLE 5
Lin Shih Investment Co., Ltd.
Generalplus Technology Inc.
Sunplus Venture Capital Co., Ltd.
Sunplus Innovation Technology Inc.
Russell Holdings Limited
iCatch Technology, Inc.
Sunext Technology Co., Ltd.
Sunplus mMedia Inc.
Sunplus Management Consulting Inc.
Sunplus Technology (H.K.) Co., Ltd.
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Cayman Islands, British West Indies
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Kowloon Bay, Hong Kong
Magic Sky Limited
Samoa
Sunplus mMobile Inc.
Wei-Young Investment Inc.
Jumplux Technology Co., Ltd.
Generalplus Technology Inc.
Sunplus Innovation Technology Inc.
iCatch Technology, Inc.
Sunplus mMedia Inc.
Jumplux Technology Co., Ltd.
Sunplus Innovation Technology Inc.
iCatch Technology, Inc.
Sunplus mMedia Inc.
Han Young Technology Co., Ltd.
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
of buildings
Investment
Design of ICs
Investment
Design of ICs
Investment
Design of ICs
Design of ICs
Design of ICs
Management
International trade
Investment
Design of ICs
Investment
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Lin Shih Investment Co., Ltd.
Sunplus Venture Capital Co., Ltd.
Russell Holdings Limited
Autosys Co., Ltd.
Cayman Islands, British west Indies
Investment
Ventureplus Group Inc.
Ventureplus Mauritius Inc.
Mauritius
Investment
( US$
( US$
699,988
281,001
999,982
414,663
739,307
24,660 )
207,345
983,237
407,565
5,000
42,628
11,075 )
304,597
10,160 )
2,596,792
70,157
132,000
699,988
281,001
999,982
414,663
721,319
24,060 )
207,345
981,053
407,565
5,000
42,628
11,075 )
302,049
10,075 )
2,596,792
70,157
132,000
( HK$
( HK$
( US$
( US$
86,256
15,701
9,645
19,408
86,256
15,701
9,645
19,408
101,000
101,000
57,388
33,439
44,878
-
57,388
33,439
44,878
4,200
74,950
2,500 )
( US$
74,950
2,500 )
( US$
2,399,817
( US$
74,605
RMB 37,900 )
2,399,817
( US$
74,605
RMB 37,900 )
70,000
37,324
100,000
31,450
24,660
20,735
58,778
22,441
500
11,075
100
34
100
61
100
29
93
90
100
100
744,832
681,743
1,049,350
573,897
569,284
263,237
194,234
23,627
3,768
35
43,053
223,584
43,973
135,651
5,887
(79,931 )
19,076
(25,068 )
(142 )
(3 )
41,771 Subsidiary
76,690 Subsidiary
43,973 Subsidiary
82,919 Subsidiary
5,887 Subsidiary
(27,997 ) Investee
17,497 Subsidiary
(22,501 ) Subsidiary
(142 ) Subsidiary
(3 ) Subsidiary
-
100
32,282
(53,190 )
(53,190 ) Subsidiary
16,240
5,400
13,200
14,892
1,075
965
650
10,100
2,904
3,332
1,909
-
-
-
100
100
55
14
2
1
3
42
6
5
8
-
16
29,576
49,602
2,785
273,385
17,399
12,784
5,348
2,130
53,990
44,159
457
-
(209 )
(5,239 )
(26,527 )
223,584
135,651
(79,931 )
(25,068 )
(26,527 )
135,651
(79,931 )
(25,068 )
-
(209 ) Subsidiary
(5,239 ) Subsidiary
(14,590 ) Subsidiary
30,599 Subsidiary
2,834 Subsidiary
(1,094 ) Investee
(652 ) Investee
(11,163 ) Subsidiary
7,655 Subsidiary
(3,779 ) Subsidiary
(1,914 ) Subsidiary
- Subsidiary
(Note 2)
77,208
(1,845 )
(1,793 ) Investee
100
1,373,859
21,496
21,496 Subsidiary
Ventureplus Mauritius Inc.
Ventureplus Cayman Inc.
Cayman Islands, British West Indies
Investment
Generalplus Technology Inc.
Generalplus International (Samoa) Inc.
Samoa
Investment
Generalplus International (Samoa) Inc.
Generalplus (Mauritius) Inc.
Mauritius
Investment
2,399,817
74,605
( US$
RMB 37,900 )
2,399,817
74,605
( US$
RMB 37,900 )
572,318
19,090 )
( US$
572,318
19,090 )
( US$
572,318
19,090 )
( US$
572,318
19,090 )
( US$
-
100
1,373,837
21,497
21,497 Subsidiary
19,090
100
475,396
13,484
13,484 Subsidiary
19,090
100
475,394
13,484
13,484 Subsidiary
(Continued)
Investor
Investee
Location
Main Businesses and Products
Investment Amount
Balance as of December 31, 2019
December 31,
2019
December 31,
2018
Shares
(Thousands)
Percentage of
Ownership (%)
Carrying
Amount
Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
Generalplus (Mauritius) Inc.
Generalplus Technology (Hong Kong) Inc.
Hong Kong
Sales
Award Glory Ltd.
Sunny Fancy Ltd.
Seychelles
Investment
$
(US$
11,692
390 )
$
(US$
11,692
390 )
226,834
(US$
5,642
RMB 13,400 )
61,212
2,042 )
(US$
Sunny Fancy Ltd.
Giant Kingdom Ltd.
Giant Rock Inc.
Seychelles
Anguilla
Investment
Investment
WORLDPLUS HOLDINGS L.L.C.
America
Investment
Note 1:
The initial exchange rate was based on the exchange rate as of December 31, 2018.
Note 2: Han Young Technology Co., Ltd. was liquidated in November 2019.
(US$
23,145
772 )
95,762
(US$
1,270
RMB 13,400 )
107,928
3,600 )
(US$
(US$
(US$
23,145
772 )
38,075
1,270 )
-
-
-
-
-
-
100
$
4,691
$
(456 ) $
(456 ) Subsidiary
100
160,186
8,497
8,497 Subsidiary
100
100
100
558
(240 )
(240 ) Subsidiary
50,758
11,319
11,319 Subsidiary
108,870
(2,138 )
(2,582 ) Subsidiary
(Concluded)
TABLE 6
SUNPLUS TECHNOLOGY COMPANY LIMITED
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Investee Company Name
Main Businesses and Products
Total Amount of
Paid-in Capital
Investment Type
Sunplus Technology
Development of computer software, system
(Shanghai) Co., Ltd.
Sunplus Prof-tek (Shenzhen)
integration services and building rental services
Development of computer software, system
Co., Ltd.
integration services, building rental services and
property management
$
(US$
(US$
515,656
17,200)
966,855
32,250)
Sun Media Technology Co.,
Development of computer software, system
Ltd.
Sunplus App Technology Co.,
Ltd.
integration services and building rental services
Manufacturing and sale of computer software, system
integration services and information management
and education
(US$
(RMB
Ytrip Technology Co., Ltd.
Computer system integration services, supply of
general advertising and other information services
(RMB
Sunplus Technology (Beijing) Development of computer software, system
integration services and building rental services
(RMB
1culture Communication Co.,
System development
Ltd.
JSilicon Technology Co., Ltd.
Development of computer software, system
(Ru Domg)
integration services
Lingyao Technology Co., Ltd.
(Shenzhen)
Shuangxin Technology Co.,
Development of computer software, system
integration services and building rental
Development of computer software, system
Ltd. (Chongqing)
integration services
(RMB
(RMB
(RMB
(RMB
599,600
20,000)
111,930
26,000)
263,681
61,250)
116,235
27,000)
13,991
3,250)
43,050
10,000)
81,963
19,039)
8,610
2,000)
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 3
Note 4
Note 6
Note 5
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2019
$
(US$
(US$
529,297
17,655)
966,855
32,250)
(US$
(US$
RMB
(US$
(RMB
599,600
20,000)
60,618
586
10,000)
135,240
4,511)
116,235
27,000)
-
-
-
-
Investment Flows
Outflow
Inflow
$
-
$
-
-
(RMB
47,355
11,000)
-
-
-
-
(US$
107,928
3,600)
-
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2019
$
(US$
(US$
529,297
17,655)
966,855
32,250)
599,600
20,000)
107,973
586
21,000)
135,240
4,511)
116,235
27,000)
(US$
(US$
RMB
(US$
(RMB
-
107,928
3,600)
-
(US$
-
-
-
-
-
-
-
-
-
-
% Ownership of
Direct or Indirect
Investment
Net Income
(Loss) of the
investee
Investment Loss
Carrying
Amount as of
December 31,
2019
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2019
100
$
13,082
$
13,082
$
428,305
$
100
(29,577)
(29,577)
757,026
100
96
91
100
100
100
100
100
31,538
31,538
131,080
(10,628)
(10,290)
4,071
(2,566)
(2,327)
1,861
3,096
3,096
49,237
(29)
(29)
65
(15,033)
(15,033)
28,209
(2,138)
(2,582)
108,870
(10,973)
(10,973)
75,218
-
-
-
-
-
-
-
-
-
-
Accumulated Investment in Mainland China as of
December 31, 2019
Investment Amounts Authorized by Investment Commission, MOEA
Limit on Investment
2,597,759
$
( US$ 79,872 and
49,900 )
RMB
$
2,623,398
( US$ 78,602 and
RMB
62,000 )
$
4,907,120
Sunplus Venture Capital Co., Ltd.
Accumulated Investment in Mainland China as of
December 31, 2019 (Note 7)
Investment Amounts Authorized by Investment Commission, MOEA
Limit on Investment
$
( US$
37,775
1,260 )
$
( US$
37,775
1,260 )
$
629,610
(Continued)
Generalplus Technology Inc. (Nature of Relationship: 1)
Investee
Company Name
Main Businesses and Products
Total Amount of
Paid-in Capital
Investment Type
(e.g., Direct or
Indirect)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2019
Investment Flows
Outflow
Inflow
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2019
% Ownership of
Direct or Indirect
Investment
Net Loss of the
investee
Investment Loss
(Note 2)
Carrying
Amount as of
December 31,
2019
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2019
Generalplus Shenzhen
IC product development, after sales service and market
research
$
(US$
560,626
18,700)
Note 1
$
(US$
560,626
18,700)
$
-
$
-
$
(US$
560,626
18,700)
100%
$
13,940
$
13,940
$
471,173
$
-
Accumulated Investment in Mainland China as of
December 31, 2019
Investment Amount Authorized by Investment Commission, MOEA
$
( US$
560,626
18,700 )
$
( US$
560,626
18,700 )
Limit on Investment
$
1,210,358
Note 1:
Indirect investment in a company located in mainland China through investment in a company located in a third country.
Note 2: Based on the investee’s reviewed financial statements for the same period.
Note 3: Ytrip Technology Co., Ltd. indirectly invested in a company located in mainland China.
Note 4: Sunplus Technology (Shanghai) Co., Ltd.’s indirect investment in a company located in mainland China.
Note 5: Sunplus Technology (Shanghai) Co., Ltd. and Sunplus Prof-tek (Shenzhen) Co., Ltd.’s indirect investments in a company located in mainland China.
Note 6:
It is a company located in mainland China that acquired the investment of the third regional investment company on September 2, 2019.
Note 7: The Ministry of Economic Affairs approved an investment in the shares of San Neng Group Holding Co., Ltd., which is accounted for under the financial assets at fair value through profit or loss- non-current.
Note 8: The original foreign currency was derived from the exchange rate on December 31, 2019.
(Concluded)
7.6 Financial Difficulties
Impact to the Company or subsidiaries if any turnover problems: None
156
VIII. Financial Analysis
8.1 Financial Status
8.1.1 Financial Analysis Comparison 2018 vs. 2019
Unit: NT$K
Variation
YoY %
Year
2018
2019
6,638,302
2,052,359
178,521
3,057,802
11,926,984
1,684,729
374,649
2,059,378
5,940,147
1,968,803
176,233
3,404,584
11,489,767
1,342,416
574,660
1,917,076
Increase (Decrease)
(698,155)
(83,556)
(2,288)
346,782
(437,217)
(342,313)
200,011
(142,302)
Item
Current Assets
Property, Plant & Equipment
Intangible Assets
Other Assets
Total Assets
Current Liabilities
Non-Current Liabilities
Total Liabilities
Equity Attributed to Shareholder
of the parent
Capital Stock
Capital Surplus
Retained Earnings
Equity : Others
Treasury Stock
Minor interest
Total Shareholder’s Equities
Remark:
1. The decrease in current liabilities is mainly due to the decrease in long-term loans due within one year.
2. The increase in non-current liabilities was mainly due to the increase in lease liabilities recognized by IFRS16.
3. The decrease in capital reserves is mainly due to the distribution of dividends from capital reserves.
4. The increase in other equity is mainly due to the disposal of unrealized loss of financial commodities of equity
instruments measured at fair value through other comprehensive profit and loss.
5,919,949
801,398
2,250,839
(442,843)
(63,401)
1,401,664
9,867,606
5,919,949
594,432
1,988,579
(261,026)
(63,401)
1,394,158
9,572,691
-
(206,966)
(262,260)
181,817
-
(7,506)
(294,915)
8,465,942
8,178,533
(287,409)
(11)
(4)
(1)
11
(4)
(20)
53
(7)
(3)
-
(26)
(12)
(41)
-
(1)
(3)
157
8.2 Operational Results
8.2.1 Operation Results Comparison 2018 vs. 2019
Unit: NT$K
Variation
Year
2018
2019
(62)
40,230
YoY %
174,752
112,479
244,220
293,780
203,990
142,323
(181,301)
(9)
(2)
(247)
5,512,330
2,374,575
131,741
6,077,733
2,429,384
(89,790)
Increase (decrease)
(565,403)
(54,809)
221,531
Item
Net Sales
Gross Profit
Income (Loss) From Operating
Non-Operating Income
(Expense)
Income (Loss) Before Tax
Income (Loss) From Operations
of Continued Segments
Net Revenue (Loss) for the
period
Other Comprehensive Income
(Loss) for the period
Total Comprehensive Profit
(Loss) for the period
Remarks:
1. The increase in operating net profit was mainly due to the decrease in operating expenses for the current year.
2. The decrease in non-operating income and expenses was mainly due to the decrease in the interests of the handling
company in this year.
3. The increase in profit and loss before tax and net profit after tax for the current period was mainly due to the increase in
operating profit for the year.
4. The increase in other comprehensive profits and losses for the current period was mainly due to the decrease in unrealized
losses of financial assets measured at fair value through other comprehensive gains and losses during the year.
5. The increase in total profit and loss for the current period is mainly due to the increase in net profit for the year.
(102,073)
(131,361)
142,323
174,752
32,429
29,288
61,717
32,429
72,679
10,962
(22)
563
20
23
23
158
8.3 Cash Flow
8.3.1 Cash Flow Analysis
a) Cash Flow Analysis 2018 vs. 2019
Year
2018
2019
YoY %
Item
Cash flow ratio
Cash flow adequacy ratio
Cash flow reinvestment ratio
1. The increase in cash flow ratio is mainly due to the increase in net cash flow from operating activities.
2. The increase in the allowable cash flow ratio is mainly due to the increase in net cash flow from operating a
ctivities in the past five years.
3. The increase in cash reinvestment ratio is mainly due to the increase in net cash flow from operating activitie
s.
Note 1: The net cash flow of operating activities is less than the cash dividend payment. It is not listed.
16.85
56.71
Note 1
48.54
81.59
2.44
188
44
-
b) Cash Flow Forecast
Cash Balance,
beginning of the
year (1)
Net Cash Flow
from Operating
Activities
(2)
Estimated net cash
inflow (outflow)
from investment and
financing activities
throughout the year
(3)
Net Cash Balance
(1)+(2)+(3)
Unit: NT$K
Remedial Measure
if cash not enough
Investment
plan
Financial
leverage plan
$3,020,628
544,355
(485,933)
3,079,050
-
-
1. Analysis of Cash Flow:
(1) From Operating: Cash flow in for predicting making profits in 2020.
(2) From Investing: Cash flow in for purchasing properties, IPs and R&D tools.
(3) From Financing: Cash flow in for expected to repay bank loans and distribute dividends, etc.
2. Remedies and Liquidity Analysis of Inadequate Cash: None.
8.4 Major Capital Expenditure
8.4.1 Major Capital Expenditure and Sources: None.
8.4.2 Benefits from the Capital Expenditure: None.
8.5 Long-Term Investment
Not applicable
8.6 Risk Management
8.6.1 The Impact of Inflation, Foreign Exchange and Interest Rate Fluctuation and Measures to
Cope With
1.
Interest Rate: The Company will get more interest expenses when the interest rate rises. The finance division
will collect information and evaluate the variation for hedge. Vice versa, the low interest rate will impact
interest income. The company will put more cash on highly- returned short-term investment.
2. Exchange Rate: The selling products are quoted in US dollars. Most of the costs are quoted in US dollars but
still some in NT dollars. So the New Taiwan Dollars appreciation will impact the company sales and gross
margin. Our major foreign-currency assets are account receivable and time deposits. The company already
utilizes mainly forward currency and option contracts to hedge its foreign exchange exposure, so the impact
from floating exchange rate will be minimized.
Inflation: The material costs vary timely. The higher manufacture cost and selling pricing which would impact
the consumers’ budget for the high-end consumer electronic products. But Sunplus is working hard to develop
new products for add-on value and cost-down, and expand the market shares in the emerging markets to relief
the slow-down from developed countries.
3.
8.6.2 Internal Policies and Procedure Exist with Respect to High Risk/High Leveraged
159
Investment, Lending/Endorsements and Guarantees for Other Parties, Financial
Derivatives Transaction
1. There is no high risk/high leveraged investment.
2. The company has made and followed “Sub-procedure of Extension of Monetary Loans to Others”, The loans
are made with risk evaluation which follows the procedures. After the loan is granted, the Company follows
and traces financial status, business and credit status of the borrower and guarantor frequently, and asks equal
collaterals or takes proper actions to secure.
3. The company has made and followed “Procedure of Endorsement and Guarantees”, and the Endorsement and
Guarantees will only be made under well evaluation before granted.
4. The company has made and followed “Procedure of Engaging in Derivatives Trading “. The financial
transactions of a derivatives nature that Sunplus enters into are strictly for hedging purposes and not for any
trading or speculative purposes and under well evaluation.
8.6.3 R&D Plan and Execution
Sunplus Group will keep investing in research and development, therefore, the consolidated R&D costs will
account for 25% ~ 35% of consolidated revenues.
Company
Sunplus Technology
Generalplus Technology
Sunplus Innovation Technology
Jumplux Technology
New Products
(1) Automotive entertainment system chip
(2) Smart Cockpit System Chip for Vehicle
(3) Vehicle navigation and driving assistance system platform
(4) Medium and high-end Soundbar system chip
(5) High-speed interface IP
(6) High-performance data converter IP
(7) Analog IP
(8) Industrial control system chip based on Sunplus Plus1 architecture
(1) A new generation of speech synthesis control chip
(a) High sound quality and high volume PWM driver
(b) OTP /Flash memory, can quickly update the code
(2) Digital audio and voice recognition control IC:
(a) High-resolution Sigma-Delta ADC recording device
(b) High sound quality Class-D broadcast drive device
(c) Flash memory, can quickly update the code
(3) LCD control IC:
(a) Low-power platform capable of single battery operation
(b) OTP memory, can quickly update the code
(4) Multimedia application control IC:
(a) High-performance Cortex-A series 32-bit platform
(b) More display technologies and interfaces (CVBS, HDMI, MIPI)
(c) Advanced image processing (ISP, GPU, H.264, computer vision and AI
deep learning)
(d) DDR2/DDR3 DRAM interface
(5) Microcontroller:
(a) Cortex-M0 motor drive control IC
(b) Highly integrated wireless charging IC
(c) High-sensitivity touch IC
(6) Other ICs:
(a) Various peripheral chips supporting the main control IC
(b) More complete power control IC
(c) Higher quality audio amplifier IC
(1) Very low power USB image processing IC
(2) USB3.0 4K image processing IC
(3) Image processing IC with intelligent image detection function
(1) Front loading regulation Automotive USB TYPEC PD3.0 Charger IC.
(2) MCU chip and subsystem based on RISC-V instruction set
(3) Endpoint deep learning software and hardware accelerator and its AIOT
application chip
160
8.6.4 Political and Regulatory Environment:
We will keep watch for any further updates and take actions to reduce the impacts on the company.
8.6.5 Advanced Technology
The wafer process technology is moving to smaller geometry. The migrated process technology could keep the chip
production cost down but R&D cost up. The company tries to develop higher add-on value and mainstream
multimedia products, which mainstream means to produce in huge volume and to share the research and
development cost.
8.6.6 Corporate Identify and Image Change
The company takes corporate image seriously. Being people-oriented and having integrity are our top priorities
when running our business. We disclose our operation and financial statements to public periodically and
transparently in order to save the rights of our shareholders.
8.6.7 Mergers & Acquisitions
None
8.6.8 Expansion of Facilities
None
8.6.9 Suppliers & Customers
The Company separately purchases raw materials from several different suppliers, encapsulation and testing of the
foundry is also adopted scattered strategy, to ensure that the output is no problem. The Company's largest sales
customers in 2018 and 2019 accounted for 13% and 15% of the total net revenue for the year, no sales focus on the
risk of a single customer.
8.6.10 Major Shareholding Change
None
8.6.11 Ownership Change
None
8.6.12 Litigation Proceedings
None
8.6.13 Other Risks
None
8.7 Other Remarks
None
161
IX. SPECIAL NOTES
9.1 Affiliates
9.1.1 Affiliated Chart
Sunpl us Technology Company
0.03%
0.70%
6.98%
6.05%
13.69%
3.95%
2.09%
1.75%
100%
100%
100%
100%
100%
100%
61.15%
61.13%
34.30%
37.64%
100%
100%
100%
Award Glary
Sunp lus
Management
Consulting
Ventureplus
Sunplus HK
Sunplus Venture
Lin Shih
Sunplus mMobile
Sunext
Sunplus
Innovation
Generalplus
iCatch
Wei
Young
Russell
Magic Sky
100%
Sunny Fancy
100%
Ventureplus
Mauritius
100%
100%
100 %
Giant Kingdom
Giant Rock
Ventureplus Cayman
70 %
Han Yuang
14.6%
68.8%
100%
93.33%
100%
100%
100%
Ytrip
Technology
Co. Ltd.
Sunplus
Technology
( Beijing)
Sunplus App
Technology Co. , Ltd.
Sunplus Prof- tek
( Shenzhen)
Sunplus Shanghai
SunMedia
Technology
100 %
1 culture Co mmunication
Co,.Ltd
100%
Xiamen Xm-
plus
5.29%
9.55%
3.25%
Sunplus mMedia
72.14%
22.86%
Jumplex
Technology
-
0.10%
5.64%
100%
Generalplus Samoa
100%
Generalplus
Mauritius
100%
100%
Generalplus
Shenzhen
Generalplus HK
162
9.1.2 Affiliated Companies
December 31, 2019 Unit: NT$K, unless other specified
Company
Date of
Incorporation
Place of Registration
August 31, 1993 Kowloon, HK
Sunplus Technology (HK) Co.,
Ltd.
Lin Shih Investment Co., Ltd.
Russell Holdings Ltd.
Sunplus Venture Capital Co., Ltd. November 20,
July 2, 1998
March 11, 1998 Cayman
Hsinchu, Taiwan
Hsinchu, Taiwan
Belize
1999
July 27, 2001
August 2, 2001 Mauritius
September 14,
2001
December 7,
2001
Cayman
Shanghai, China
Ventureplus Group Inc.
Ventureplus Mauritius Inc.
Ventureplus Cayman Inc.
Shanghai Sunplus Technology
Co., Ltd.
Sunplus Prof-tek Technology
(Shenzhen) Co., Ltd.
Paid-in Capital
Business
Activities
HK$11,075,000 (Note) International
Trading
700,000
Investment
US$24,660,000 (Note) Investment
Investment
1,000,000
2,526,650
2,526,656
2,526,661
Investment
Investment
Investment
US$17,200,000 (Note) Software
development,
customer
technical
services and
rental business
October 22, 2007 Shenzhen, China
US$32,250,000 (Note) Software
development,
customer
technical
services and
rental business
Sunmedia Technology Co., Ltd.
January 8, 2008 Chengdu, China
US$20,000,000 (Note) IC Sales and
Sunplus App Technology Co.,
Ltd.
October 6, 2008 Beijing, China
RMB26,000,000
(Note)
After Service,
Software and
System Design
IC Sales and
After Service,
Software and
System Design
Ytrip Technology Co., Ltd.
1culture Communication Co.,
Ltd.
Beijing Sunplus-Ehue Tech Co.,
Ltd.
February
2011
February
2013
December11,
2013
18,
Chengdu, China
RMB61,250,000(Note) System and Web
18,
Chengdu, China
RMB3,250,000(Note) Web Service
Service
Beijing
RMB27,000,000(Note) Software
Magic Sky Limited
Sunext Technology Co., Ltd.
Sunplus Management Consulting
Inc.
WeiYing Investment Co., Ltd.
Generalplus Technology Inc.
Generalplus International
(Samoa) Inc.
Generalplus (Mauritius) Inc.
Generalplus Technology
(Shenzhen) Inc.
Samoa
September 22,
2010
March 13, 2003 Hsinchu, Taiwan
October 2, 2003 Hsinchu, Taiwan
Hsinchu, Taiwan
February 13,
2004
March 30, 2004 Hsinchu, Taiwan
November 12,
2004
November 25,
2004
March 24, 2005 Shenzhen, China
Mauritius
Samoa
163
development,
customer
technical
services and
rental business
Investment
IC Design
Consulting
Investment
US$10,160,000
635,091
5,000
54,000
1,088,158
IC Design
US$19,090,000 (Note) Investment
US$19,090,000 (Note) Investment
US$18,700,000 (Note) Sales Service
March 21, 2007 Hong Kong
US$390,000 (Note)
Sales Service
Generalplus Technology (HK)
Inc.
Sunplus mMobile Inc.
Sunplus Innovation Technology
Inc.
Sunplus mMedia Inc.
Jumplux Technology Inc,
Award Glory Ltd.
Sunny Fancy Ltd.
Giant Kingdom Ltd.
Giant Rock Inc.
Hsinchu, Taiwan
December 20,
2006
December 14,
2006
April 18, 2007
Hsinchu, Taiwan
October 27,2014 Hsinchu, Taiwan
Hsinchu, Taiwan
January 04, 2016 Belize
October 29, 2014 Mahe , Republic of
Seychelles
January 21, 2016 Mahé, Seychelles
July 3, 2014
Rudong Jiexin Electronic
Technology Co., Ltd.
February 06,
2019
The Mason Complex,
Suites 19 & 20, The
Valley, Anguilla.
Rudong County, Nantong
City, China
162,400
514,501
250,000
240,000
IC Design
IC Design
IC Design
Design &
Trading
235,105 Investment
235,105 Investment
25,157 Investment
97,279 Investment
RMB10,000,000(Note) Software
development and
integrated circuit
design
July 26, 2019
Chongqing, China
RMB20,000,000(Note) Software
development and
integrated circuit
design
September 7,
1999
3500 South Dupont
Highway,Dover,Delaware
19901,U.S.A.
US$3,600,000(Note) Investment
Business
January 18, 2000 Shenzhen, China
RMB19,039,000(Note) Software
development,
rental business
and property
management
Chongqing Shuangxin
Technology Co., Ltd.
Worldplus Holdings L.L.C.
Lingyao Technology (Shenzhen)
Co., Ltd.
Note: End of 2019, exchange rate as ref.:
HK$1=NT$3.849
US$1=NT$29.98
RMB$1=NT$4.305
164
9.1.3 Business Scope of Affiliated Companies
Company
Business Activities
Business Relationship
Sunplus Technology (HK) Co., Ltd.
Lin Shih Investment Co., Ltd.
Russell Holdings Ltd.
Sunplus Venture Capital Co., Ltd.
Ventureplus Group Inc.
Ventureplus Mauritius Inc.
Ventureplus Cayman Inc.
Shanghai Sunplus Technology Co., Ltd.
Sunplus Prof-tek Technology (Shenzhen) Co., Ltd.
Sunmedia Technology Co., Ltd.
Sunplus App Technology Co., Ltd.
Ytrip Technology Co., Ltd.
1culture Communication Co., Ltd.
Beijing Sunplus-Ehue Tech Co., Ltd.
Magic Sky Limited
Sunext Technology Co., Ltd.
Sunplus Management Consulting Inc.
WeiYing Investment Co., Ltd.
Generalplus Technology Inc.
Generalplus International (Samoa) Inc.
Generalplus (Mauritius) Inc.
Generalplus Technology (Shenzhen) Inc.
Generalplus Technology (HK) Inc.
Sunplus mMobile Inc.
Sunplus mMobile SAS
Sunplus Innovation Technology Inc.
Sunplus mMedia Inc.
Jumplux Technology Inc.
Award Glory Ltd.
Sunny Fancy Ltd.
Giant Kingdom Ltd.
Giant Rock Inc.
Rudong Jiexin Electronic Technology Co., Ltd.
Chongqing Shuangxin Technology Co., Ltd.
Worldplus Holdings L.L.C.
Lingyao Technology (Shenzhen) Co., Ltd.
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Trading
Investment
Investment
Investment
Investment
Investment
Investment
Manufacture and Sales Service China branch
China branch
Manufacture, Sales Service and
property management.
Manufacture and Sales Service China branch
Sales and IT Education Service China branch
China branch
System and Web Service
Web Service
N/A
Manufacture and Sales Service China branch
Investment
IC Design
Management Consulting
Investment
IC Design
Investment
Investment
Sales Service
Sales Service
IC Design
IC Design
IC Design
IC Design
Software design7 trading
Investment
Investment
Investment
Investment
Software development and
integrated circuit design
Software development and
integrated circuit design
Investment Business
Software development, rental
business and property
management
N/A
Subsidiary
N/A
N/A
Subsidiary
N/A
N/A
N/A
N/A
Subsidiary
N/A
Subsidiary
Subsidiary
Grandson- Subsidiary
N/A
N/A
N/A
N/A
China branch
N/A
China branch
China branch
9.1.4 Directors, Supervisors, and Presidents of Affiliated Companies
Company
Title
Name
Sunplus Technology (HK) Co., Ltd.
Lin Shih Investment Co., Ltd.
Chairman
Director
Sunplus Technology
Chou-Chye Huang (repr.)
Ming-Cheng Hsieh
Sunplus Technology
Chairman & President Chou-Chye Huang (repr.)
165
December 31, 2019
Shareholding
Amount
(shares)
*HK$11,075,000
-
-
70,000,000
-
-
-
-
Ratio
(%)
100%
-
-
100%
-
-
-
-
Russell Holdings Ltd.
Sunplus Venture Capital Co., Ltd.
Director
Sunplus Technology
Chou-Chye Huang (repr.)
Sunplus Technology
Chairman & President Chou-Chye Huang (repr.)
Ventureplus Group Inc.
Sunplus Technology
Ventureplus Mauritius Inc.
Ventureplus Cayman Inc.
Shanghai Sunplus Technology Co.,
Ltd.
Director
Director
Director
Chou-Chye Huang (repr.)
Ventureplus Group
Chou-Chye Huang (repr.)
Ventureplus Mauritius
Chou-Chye Huang (repr.)
Ventureplus Cayman
Chairman
Director &President
Chou-Chye Huang (repr.)
Zai-De Wang
Sunplus Prof-tek Technology
(Shenzhen) Co., Ltd.
Sunmedia Technology Co., Ltd.
Sunplus App Technology Co., Ltd.
Director
Supervisor
Chairman
President
Supervisor
Chairman
President
Supervisor
Chairman
Supervisor
Director
Director
Tang-Yi Huang
Shu-Lan Wang
Ventureplus Cayman
Chou-Chye Huang (repr.)
Tang-Yi Huang
Shu-Lan Wang
Ventureplus Cayman
Chou-Chye Huang (repr.)
Cheng-Cai Chang
Shu-Lan Wang
Ventureplus Cayman
Chou-Chye Huang (repr.)
Yu-Lun Liu
Shu-Lan Wang
Ya-Fei Luo
Ytrip Technology Co., Ltd.
Ventureplus Cayman
Chairman
Director & President Cheng-Cai Chang
Director
Yu-Lun Liu
Chou-Chye Huang (repr.)
1culture Communication Co., Ltd.
Supervisor
Shu-Lan Wang
Ytrip Technology Co., Ltd.
E-Director& President Chen-Tsai Chang
Supervisor
Shao-Ling Chan
166
100%
-
100%
-
-
-
-
100%
-
100%
-
100%
-
100%
*US$24,060,000
-
100,000,000
-
-
-
-
RMB37,900,000
&
US74,605,000
(Note1)
RMB37,900,000
&
US74,605,000
(Note1)
RMB37,900,000
&
US74,605,000
(Note1)
US$17,655,000
(Note1)
-
-
-
-
*US$32,250,000
-
100%
-
*US$20,000,000
100%
RMB10,000,000
&
USD586,000
(Note1)
-
-
-
RMB438,000
USD3,750,000
(Note1)
-
-
-
-
*RMB$3,250,000
-
-
93.33%
-
1.68%
38.47%
-
17.5
-
100%
-
*RMB$27,000,000
100%
US$10,160,000
100%
58,778,442
-
-
-
-
-
-
100%
-
-
-
-
-
-
-
100%
500,000
-
-
-
-
-
-
-
-
100%
5,400,000
-
-
-
-
-
-
-
-
37,324,304 34.30%
-
-
0.46%
500,000
1.16%
1,266,752
-
-
-
-
-
-
-
-
-
-
100%
*US$19,090,000
-
-
100%
*US$19,090,000
-
-
(Continued)
Beijing Sunplus-Ehue Tech Co., Ltd.
Magic Sky Limited
Sunext Technology Co., Ltd.
Chairman
Director
Director
Supervisor
Director
Chairman
Director
Ventureplus Cayman Inc.
Chou-Chye Huang (repr.)
Wayne Shen
Shu-Lan Wang
Yin-Chi Chu
Sunplus Technology
Chou-Chye Huang (repr.)
Sunplus Technology
Chou-Chye Huang (repr.)
Shu-Lan Wang
Director
Mei-Juan Chen
Supervisor
Wayne Shen
Sunplus Management Consulting Inc.
Chairman
Sunplus Technology
Chou-Chye Huang (repr.)
WeiYing Investment Co., Ltd.
Chairman
Sunplus Technology
Chou-Chye Huang (repr.)
Generalplus Technology Inc.
Chairman
Vice Chairman
Sunplus Technology
Chou-Chye Huang (repr.)
Shi-Rong Wang (Repr.)
Hou-Shien Chu
Shi-Hao Liu
Director
Director
Independent Director Chia-Ming Chai
Independent Director Nai-Shin Lai
Independent Director
Jing-Min Chen
Generalplus Technology
Chou-Chye Huang (repr.)
Generalplus International
(Samoa)
Chou-Chye Huang (repr.)
Generalplus International (Samoa) Inc.
Generalplus (Mauritius) Inc.
Chairman
Chairman
167
Company
Title
Name
Lingjia Technology (Shenzhen) Inc.
Chairman
Director and General
Manager
Director
Generalplus Technology (HK) Inc.
Sunplus mMobile Inc.
Director
Chairman
Generalplus International
(Mauritius)
Chou-Chye Huang (repr.)
Zhi-yi Yang
Jian-yi Liu
Generalplus (Mauritius)
Inc.
Yi-Xing Jia (repr.)
Sunplus Technology
Chou-Chye Huang (repr.)
Sunplus Innovation Technology Inc.
Sunplus mMedia Inc.
Jumplux Technology
Award Glory Ltd.
Chairman
Director
Director
Director & President
Director
Supervisor
Supervisor
Sunplus Technology
Chou-Chye Huang (repr.)
Shu-Lan Wang (repr.)
Wayne Shen (repr.)
Chih-Hao Kung
Lin-Shih Investment
Chi-Ying Chiu
Wen-Chin Li
Sunplus Technology
Chairman& President Chou-Chye Huang (repr.)
Director
Director
Supervisor
Wayne Shen (repr.)
Shu-Lan Wang (repr.)
Lin-Shih Investment
Sunplus mMedia
Chou-Chye Huang (repr.)
Shu-Lan Wang
Mei-Juan Chen
Sunplus Venture Capital
Sunplus Technology
Chou-Chye Huang (repr.)
Chairman
Director
Director
Supervisor
Chairman
Sunny Fancy Ltd.
Chairman
Award Glory Ltd.
Chou-Chye Huang (repr.)
Giant Kingdom Ltd.
Chairman
Giant Rock Inc..
Chairman
Sunny Fancy Ltd.
Chou-Chye Huang (repr.)
Sunny Fancy Ltd.
Chou-Chye Huang (repr.)
Rudong Jiexin Electronic Technology
Co., Ltd.
Chairman and General
Manager
Director
Director
Supervisor
Shanghai Sunplus
Technology Co., Ltd.
Zai-De Wang
He-xing Yang
Yang Zhang
168
Shareholding
Amount
(shares)
*US$18,700,000
Ratio
(%)
100%
-
*US$390,000
-
100%
-
16,240,000
-
-
-
100%
-
-
31,449,751 61.13%
-
-
-
-
-
-
4.81%
2,476,473
2.09%
1,074,664
1.03%
527,880
-
-
22,440,723 89.76%
-
-
-
-
-
-
2.60%
650,185
55.00%
13,200,000
10,100,000
US$5,642,000
RMB13,400,000
(Note1)
-
US$5,642,000
RMB13,400,000
(Note1)
-
US$772,000
(Note1)
-
US$1,270,000
RMB13,400,000
(Note1)
-
RM10,000,000
(Note1)
42.08%
100%
(Note1)
-
100%
(Note1)
-
100%
(Note1)
-
100%
(Note1)
100%
(Note1)
Shu-zhen Zheng
Chongqing Shuangxin Technology
Co., Ltd.
Chairman
Chairman and General
Manager
Director
Supervisor
Shanghai Sunplus
Technology Co., Ltd.
Chou-Chye Huang (repr.)
Cheng-cai Zhang
Tang-yi Huang
Shu-lan Wang
RM11,000,000
(Note1)
55%
(Note1)
Worldplus Holdings L.L.C.
Chairman
Sunny Fancy Ltd.
Lingyao Technology (Shenzhen) Co.,
Ltd.
Chairman
General manager
Chou-Chye Huang (repr.)
Worldplus Holdings
L.L.C.
Cheng-cai Zhang
Tang-yi Huang
US$3,600,000
(Note1)
100%
(Note1)
RM19,039,000
(Note1)
100%
*Note: the invested companies are listed the capital paid-in amount of investment
169
9.1.5 Common Shareholders of Sunplus and Its Subsidiaries or Its Affiliates with Actual of
Deemed Control
Not Applicable
9.1.6 Operation Highlights of Sunplus Affiliates
December 31st, 2019
Unit: NT$K, except EPS (NT$)
Company
Capital
Assets
Liabilities Net Worth Net Sales
Operation
Income
Sunplus Technology (HK) Co., Ltd.
Lin Shih Investment Co., Ltd.
Russell Holdings Ltd.
42,628
700,000
739,307
35
793,825
569,284
0
35
755 793,070
569,284
0
0
47,621
1,793
(3)
46,805
(1,665)
Net Income
(After Tax)
(3)
43,053
5,887
EPS
(After Tax)
N/A
0.62
N/A
Sunplus Venture Capital Co., Ltd.
Ventureplus Group Inc.
Ventureplus Mauritius Inc.
Ventureplus Cayman Inc.
Shanghai Sunplus Technology Co.,
Ltd.
Sunplus Prof-tek Technology
(Shenzhen) Co., Ltd.
Sunmedia Technology Co., Ltd.
Sunplus App Technology Co., Ltd.
Ytrip Technology Co., Ltd.
1culture Communication Co., Ltd.
Beijing Sunplus-Ehue Tech Co.,
Ltd.
Magic Sky Limited
Sunext Technology Co., Ltd.
Sunplus Management Consulting Inc.
WeiYing Investment Co., Ltd.
Generalplus Technology Inc.
Generalplus International (Samoa) Inc.
Generalplus (Mauritius) Inc.
Generalplus Technology (Shenzhen)
Inc.
Generalplus Technology (HK) Inc.
Sunplus mMobile Inc.
Sunplus Innovation Technology Inc.
Sunplus mMedia Inc.
Jumplux Technology Inc.
Award Glory Ltd.
Sunny Fancy Ltd.
Giant Kingdom Ltd.
Giant Rock Inc.
Rudong Jiexin Electronic
Technology Co., Ltd.
Chongqing Shuangxin
Technology Co., Ltd.
1,049,35
0
295
1,373,86
1
0
1,373,85
1,000,000
2,526,650
2,526,656
2,526,661
1,049,64
5
1,373,86
1
1,373,85
9
1,373,83
7
0
9
21,497
21,497
21,496
1,373,83
7
0
21,890
21,602
21,497
53,108
43,421
43,973
0.44
21,496
21,479
21,479
515,656
476,637
48,332
428,305
159,408
53,856
13,082
966,855
599,600
111,930
263,681
13,991
776,037
979,962
8,579
4,066
65
19,011
848,882
4,345
76
0
757,026
131,080
4,234
3,990
65
150,675
279,443
16,304
2,586
0
(7,009)
64,475
(39,645)
(2,544)
(121)
(29,577)
31,538
10,628
(2,566)
(63)
116,235
54,806
32,282
304,597
635,091 212,646
3,768
49,622
5,000
54,000
5,569
0
49,237
32,282
2,779 209,867
3,768
49,602
0
20
1,088,158
572,318
572,318
2,727,76
2
475,396
475,394
710,499
0
0
2,017,26
3
475,396
475,394
18,225
0
39,236
0
0
2,610,09
9
13,484
13,484
(2,816)
(53,193)
16,224
(161)
(5,258)
3,096
(53,190)
19,076
(142)
(5,239)
218,875
13,484
13,484
223,584
13,484
13,484
560,626
11,692
162,400
487,507
6,166
29,686
16,334
1,475
110
471,173
4,691
29,576
122,634
11,056
0
4,801
(494)
(209)
13,940
(456)
(209)
1,267,62
514,501
250,000
240,000
211,767
211,767
23,145
80,694
217
23,870
5 311,173 956,452 972,123
0
61,787
8,497
8,497
0
11,371
6,152
5,063
0 160,186
0 160,186
0
558
50,758
0
6,369
28,933
160,186
160,186
558
50,758
155,851
(25,085)
(26,632)
8,497
8,497
(240)
11,371
135,651
(25,068)
(26,527)
8,497
8,497
(240)
11,319
43,050
35,505
7,296
28,209
0
(15,931)
(15,033)
86,100
82,660
7,442
75,218
0
(11,057)
(10,973)
170
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0.30
(0.28)
(0.97)
2.05
N/A
N/A
N/A
N/A
(0.01)
2.64
(1.00)
(1.11)
N/A
N/A
N/A
N/A
N/A
N/A
Worldplus Holdings L.L.C.
Lingyao Technology
(Shenzhen) Co., Ltd.
107,928
108,870
0
108,870
0
(2,582)
(2,582)
N/A
N/A
81,963
64,800
7,109
57,691
2,053
(2,572)
(2,138)
Note: The financial information of the above business relationship is prepared using the International Financial Reporting Standards.
171
9.1.7 Consolidated Financial Statement of Sunplus Affiliates
Relationship Statement of Consolidated Financial Statements
The Company's 2019(as of January 1, 2019 to December 31, 2019) shall be included in the preparation of the Company's
consolidated financial report in accordance with the Guidelines for the preparation of the consolidated financial report and
relational report on the relationship between the business combination business report. In accordance with the International
Financial Reporting Standards No. 10 should be included in the preparation of parent company consolidated financial
report of the company are the same, and the relationship between the consolidated financial statements should be disclosed
in the relevant information in the parent company's consolidated financial statements have been exposed, there is no further
preparation of the relationship between the consolidated financial report.
Company Name: Sunplus Technology Co., Ltd
Person in charge: Chou-Chye Huang
March 30, 2020
331
9.2 Private Placement Securities
Not Applicable
9.3 Status of Sunplus Common Shares/GDRs Acquired, Disposed of, or Held by
Subsidiaries
Company
Capital
Source of
Fund
%
Owned
by
Sunplus
Transaction
Date
Amount of
Acquisition
Amount
of
Disposal
Investment
Income
Unit: NT$K, shares
Balance
(by the
Date of
this
Report
Printed)
Balance
of
Pledged
Shares
Balance of
Guarantee
Provided
by
Sunplus
Balance
of
Financing
Provided
by
Sunplus
Lin Shih
Investment
Co., Ltd.
$700,000
Self-owned
reserves
100%
2001.12.25
2002.07.02
2003.07.13
2004.08.23
2005.08.23
2006.08.05
2007.03.26
2007.09.05
3,870,196
shares &
$95,605
967,549
shares
Capital
increase
from profits
and capital
surplus
483,774
shares
Capital
increase from
profits and
capital
surplus
532,151
shares
Capital
increase from
profits and
capital
surplus
290,614
shares
Capital
increase from
profits and
capital
surplus
306,132
shares
Capital
increase from
profits and
capital
surplus
-3,220,429
shares
decreased for
capital
reduction &
32,204
160,538
shares
331
-
-
-
-
-
-
None
None
None
None
None
None
-
-
-
None
None
None
-
-
-
None
None
None
-
-
-
2,503,705
shares
Pledged
None
None
-
-
-
500,741
shares
Pledged
None
None
-
-
-
-
-
-
None
None
None
380,000
shares
None
None
Capital
increase from
profits and
capital
surplus
169,471
shares
Capital
increase from
profits and
capital
surplus
2008.09.08
Pledged
-
-
-
3,384,446
shares
Solution
None
None
By the date
of this report
printed
-
-
-
3,559,996
shares
$63,401
None
None
None
332
9.4 Special Notes
None
9.5 Any Events Impact to Shareholders’ Equity and Share Price
None
333
Sunplus Technology Co., Ltd.
Person in charge: Chou-Chye Huang
Published on May 15, 2020
334