Stock code: 2401
LSE：SUPD
2020 Annual Report
Sunplus Technology Co., Ltd. Prepared by
Search the annual website: http://mops.tse.com.tw
Date of publication: May 15th, 2021
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, Mei-Zhen Cai
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........................................................................................................................................................... 7
3.2 Director, general manager, deputy general manager, associate, department and branch office in charge of
information ............................................................................................................................................................ 9
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
2020 Business Results
Sunplus consolidated net operating revenue totaled NT$6,414 million and the gross profit were NT$2,925
million in 2020. While R&D expense totaled NT$1,624 million and the G&A expenses were NT$488 million,
marketing expense were NT$297 million, Operating profit was NT$516 million in 2020. Including total
non-operating net income NT$269 million, the profit before tax were NT$785 million. Excluding the income tax
expense NT$166 million, the net profit of the year totaled NT$619 million, attributable to owner of the
Company were NT$323 million which the earning per share after tax for 2020 was NT$0.55.
The net sales from continuing operations in 2020 increased 16.9% compared to the same period last year. The
gross profit margin is about 46% compared with the previous year ’s 43%, a slight increase. 2020 operating net
profit increased by 291.80% compared to 2019.
Off-line income increased from 112 million in 2019 to 269 million in 2020, Mainly because the net profit of
financial assets measured at fair value through profit and loss in 2020 increased by 105 million compared with
2019.
The IFRS Consolidated Statement exposes other comprehensive gains and losses in 2020, 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 after-tax other comprehensive profit and loss in 2020 is NT$6
million. The total consolidated profit and loss in 2020 was NT$625 million, the consolidated profit and loss was
attributed to NT$327 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 (In-Vehicle
Infotainment), Display Audio chip, advanced driver assistance system (ADAS) automotive chip, In addition to
airlyra's SoundBar chip, audio-visual entertainment system and other chip products, it also introduces the
smart computing chip Plus1 suitable for AIoT applications. It also provides IP authorization for high-speed
interfaces, data converters, and analogs.
With the popularity of smart phones, the convenience of being integrated with the car's infotainment system
when getting on the car makes this system a standard equipment for the front of new cars! The growth
momentum of this system will be the main source of growth for Sunplus's revenue and profit. The
revolutionary breakthrough of the intelligent computing chip Plus1, which greatly reduces the threshold for
the development of edge computing applications. It will be the best solution for a small number of diverse
AIoT new applications, and countless innovative applications will be commercialized to benefit the crowd.
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, Wireless Charging, Motor control, etc.. In 2020, a new
generation of voice IC GPC74C series platform, advanced version GPC22 series and low-power GPL873 series
will be launched. In terms of multimedia products, the introduction of 40nm R&D 32-bit SoC, including 3D
image processing, H.264, voice processing, and deep learning algorithms, can be used for education and
learning, driving records, sports photography, aerial photography and other applications. On the MCU side,
developed a 32-bit Cortex-M0 sine wave drive motor control chip. For touch IC, complete high
anti-interference and low radiation requirements to meet home appliances and industrial control applications.
Sunplus Innovation Technology focuses on human-machine interface device chips. 2020 is a year of severe
challenges. The market has greatly increased demand due to the epidemic, but its production capacity is also
severely tight. With its efforts, its annual revenue has increased by 93%. 59% came from PC cameras, mouse
keyboards and storage, and 41% came from USB external camera devices, driving pullers, high-speed cameras,
new retail and remote controls. In 2021, the field of machine vision intelligent imaging applications will
continue, and we look forward to continued growth in 2021.
Jumplux Technology focuses on automotive electronics and high-speed storage. In 2020, affected by the
epidemic, it will adjust the organization and product development direction, focusing on the peripheral IC and
Serdes IP of the front-mounted car regulations, including MediaHub USB2.0 IC – SPD102, MediaHub USB3.2
Gen2 IC – SPD1023, MIPI APHY IP. The main customers of 2020 are the TIER1 auto brand, a Sino-foreign joint
venture between North America and Europe. The SPD10X series has successfully achieved design introduction,
and mainland brand automakers have also begun mass production. It is expected to add growth momentum in
2021.
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 automotive chips, audio chips, and intelligent computing
chips, continuing its past leadership in the audio-visual market, which is conducive to the competitiveness of
automotive audio-visual systems, connected car driving assistance systems, and AIoT Edge Computing.
Generplus Technology will be affected by the new crown pneumonia in 2020, the global economy will
fluctuate sharply, and the US-China trade war will cause a substantial adjustment in the supply chain, bringing
a completely different development pattern to the world than in the past. Looking forward to 2021, we will
continue to invest more R&D resources, accelerate the development of new products, and respond to market
changes.
In addition to continuing to develop towards a higher degree of integration, Sunplus Innovation Technology
also actively develops intelligent imaging products to increase added value and create the greatest benefits for
shareholders and employees.
Under the imbalance between supply and demand in the automotive semiconductor supply chain, Jumplux
Technology will continue to work closely with TIER1 and car manufacturers, and actively cooperate with the
supply chain to obtain a stable supply of goods.
Looking forward to 2021, although COVID-19 has seen the dawn of a vaccine, the short-term haze is still there.
With the Biden administration coming to power, the US-China trade war may be expected to slow down. The
market generally expects that the international economy will grow significantly. 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 conform to market demand.
2
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
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
December 2014
July 2020
September 2020
February 2021
March 2021
Announced highly integrated automotive instrumentation solutions and successfully entered
the supply chain of automotive instrument manufacturers
Subsidiary "Sunplus Innovation Technology Co., Ltd." registered in emerging stock market
Join the Hon Hai MIH Electric Vehicle Platform Alliance
The "Smart Device Product Center" was established under the home platform business group
6
III. Corporate Governance
3.1 Organization
3.1.1 Organization Chart
7
3.1.2 Major Corporate Functions
Department
Job Description
March 31st, 2021
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
8
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 -
April 9th, 2021/Unit: shares
Positions Currently held in Other Companies (Note 2)
Note 1
Supervisor: Hi-Yes Group.,
Director: Ability Enterprise, Panjit, OPALS, E-Pin Optical Inc.
Independent Director: Biostar, Nien Hsing Textile
Chairman: iCatch
Chairman: ECSC Inc.
Chairman: RADIANT INNOVATION INC.
Chairman: British Cayman Islands GLOBAL VIEW CO.,LTD
Director: NVTEK
2018.06.11
1990.07.09
3 years
0
0.00
0
0.00
0
0.00
B.S., Accounting, Chinese
Culture University
General manager: Global View,
Director: Beijing Global View, Radiant Innovation Inc.
Supervisor: NVTEK
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
0.00 M.S., Accountancy, Jinan
University, China
0.00 Ph.D., Electronic Engineering,
University of Washington,
Seattle, USA
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
Adjunct Professor, Department of Electronic Engineering, National
Yang Ming Chiao Tung University
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 & Audit Committee and Remuneration
Technology
Committee: GenMont
Independent Director & Compensation Committee: Sunfon
Director: Framy Inc.
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, 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 Technology Co., Ltd., GlintMed, Capella Microsystems
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, iCatch, Global View Co., Ltd., Zhu Ming Foundation, Alumni Association of Industrial Technology Research Institute, AkiraNET
Executive Supervisor: National Yang Ming Chiao Tung University
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.
9
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.
10
3.2.2 Directors and Supervisors' Qualifications and Independence Analysis
April 9th, 2021
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
0
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
11
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.
12
3.2.3 Major Shareholders of Sunplus’ Shareholders as Legal Entities
a) Global View’s Top 10 Shareholders
Shareholder
Sunplus Technology
Jhih-Yuan Chou
China Trust Commercial Bank is entrusted to keep the investment account of Baofu
Investment Consultant (Hong Kong) Co., Ltd. - Customer Account
THE CAPITAL GROUP is entrusted with the special investment account of
Changxiong Securities Co., Ltd.
Citi bank as trustee for First Securities (HK)
Meng-Huei Lin
Shuhui Chen
Yunlong Huang
Yi Jiang Nan Co., Ltd.
The business department of Standard Chartered International Commercial Bank is
entrusted with the custody of the investment account of Credit Suisse International
b) Remark if the above Major Shareholders as Legal Entities:
April 9th, 2021
Holding
13.06%
10.45%
7.05%
3.77%
3.31%
2.47%
2.47%
2.09%
1.90%
1.27%
Shareholder
Major Shareholders
Holding
China Trust Commercial Bank is
entrusted to keep the investment account
of Baofu Investment Consultant (Hong
Kong) Co., Ltd. - Customer Account
THE CAPITAL GROUP is entrusted
with the special investment account of
Changxiong Securities Co., Ltd.
China Trust Commercial Bank is
entrusted to keep the investment account
of Baofu Investment Consultant (Hong
Kong) Co., Ltd. - Customer Account
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.
The business department of Standard
Chartered International Commercial
Bank is entrusted with the custody of the
investment account of Credit Suisse
International
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Jiaxi Huang
Jiaqi Huang
Not Applicable
-
-
-
-
27%
26%
-
13
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
Assistant
VP
Republic of
China
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
Adam Wang
male
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
2013.07.01
0
0.00
0
0
0.00 0
0.00 0
0.00 M.S., Electrical Engineering, National
Tsing Hua University, Taiwan
Note:1
0.00 -
-
0.00 Master, Industrial Engineering,
Note:3
National Chiao-Tung University,
Taiwan
2013.11.01
146,111
0.02
0
0.00 0
0.00 Master, Industrial Engineering,
Note:4
2018.03.15
0
0
0
0.00 0
2021.04.01
10000
0
0
0.00 0
National Chiao-Tung University,
Taiwan
0.00 Master of Electrical Engineering,
University of Southern California,
USA
0.00 Master of Control Engineering
Institute, National Chiao-Tung
University, Taiwan
-
-
April 9th, 2021/Unit: shares
With Spouse or Two Parents
Relationship Manager
Remarks
Note:7
Job Title
Name
Relationship
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.01
female
36,067
2013.03.01
Shu-Chen
Cheng
Republic of
China
Director of
Finance &
Accounting
Division
Head of
Corporate
Governanc
e
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, 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 Technology Co., Ltd., GlintMed, Capella Microsystems
0.00 Master of Accounting, National
0.00 Bachelor, Accounting, Tunghai
Republic of
China
Chengchi University
University, Taiwan
Phoebe Chen
2021.04.01
Note:6
Note:5
0.00 0
0.00 0
female
19177
0
0
0
-
-
-
-
-
-
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, iCatch, Global View Co., Ltd., Zhu Ming Foundation, Alumni Association of Industrial Technology Research Institute, AkiraNET
Executive Supervisor: National Yang Ming Chiao Tung University
Note 2
Director: Sunplus mMobile, 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.
14
Director: GenkiTek.
Note 6
Director: Sunext, Jumplux,
Supervisor: Sunplus mMedia, GlintMed
Note 7
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.
15
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
-
-
-
-
3,233,890
3,233,890
961,000
961,000
1.30
1.30
5,532,604
5,532,604
91,848
91,848
-
-
-
-
3.04
3.04
3,874,522
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.
1,741,326
1,741,326
1,329,000
1,329,000
0.95
0.95
0.95
0.95
-
-
-
-
-
-
-
-
-
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)
Wen-Shiung Jan, Global View, Wen-Ren Su,
Wei-Min Lin, Tse-Jen Huang, Yao-Ching Hsu
Che-Ho Wei
Chou-Chye Huang
Consolidated Subsidiaries (Note 9) H
Wen-Shiung Jan, Global View, Wen-Ren Su,
Wei-Min Lin, Tse-Jen Huang, Yao-Ching Hsu
Che-Ho Wei
Chou-Chye Huang
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, , Tse-Jen Huang, Yao-Ching Hsu
Che-Ho Wei
All companies in the financial report (I) (Note 9)
Wen-Shiung Jan, Global View, Wen-Ren Su,
Wei-Min Lin, Tse-Jen Huang, Yao-Ching Hsu
Che-Ho Wei
Chou-Chye Huang
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.
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
16
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
7,977,129
1,414,004
7,977,129
1,414,004
268,608
268,608
0
0
0
0
2.99
2.99
0
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.
Chairman Huang and concurrently the CEO of the company is equipped with an official car and a driver to pay the relevant remuneration of NT$478,000.
Wayne Shen
Chou-Chye Huang
Wayne Shen
Chou-Chye Huang
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
2
2
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,
17
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.
18
c) Employee Bonus Granted to Management Team April 9th, 2021
% on Net
Income
Shares Bonus Cash Bonus
Sum up
Name
Title
Chairman & CEO Chou-Chye
Vice President
Assistant VP
Assistant VP
Assistant VP
Assistant VP
Director of
Finance &
Accounting
Division
Head of Corporate
Governance
Huang
Wayne Shen
Jason Lin
Alex Chang
Michael Su
Adam Wang
Shu-Chen Cheng
Phoebe Chen
-
-
-
-
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
2019
2020
Amount
% of Net
income(Loss)
Amount
% of Net income
(Loss)
12,235,000
79.92%
16,925,000
5.23%
2. Remuneration policies, standards and combinations, procedures for determining remuneration, and
their relevance to business performance and future risks: The company pays directors' remuneration in
accordance with the company's articles of association and taking into account the usual standards of
the industry. The remuneration policy of the management team is based on the salary level of the job
equivalent to the same industry market, plus the achievement rate of the company's operation and
individual performance in each field of responsibility, and give reasonable remuneration.
According to the articles of association of the company, if the company makes a profit in the current
year, it shall allocate no less than 1% for employee compensation and no more than 1.5% for director
compensation. However, when the company still has accumulated losses (including adjustments to the
amount of undistributed surplus), it shall reserve the amount of compensation in advance.
All directors of the company receive a fixed remuneration, and each time they attend the meeting, they
also receive the carriage fee. In addition, the proportion of directors' remuneration distribution is
weighted based on the results of evaluation projects such as the mastery of the company's goals and
tasks, the degree of participation in the company's operations, internal relationship management and
communication, and the director's professional and continuous education, and the weighted results are
assigned. The salary and remuneration of the company’s managers not only refer to the usual level of
payment in the industry, but also consider the evaluation items of professional seniority, work
performance, goal achievement, and major contributions. Important evaluation items of work
performance include: the practice of the company’s core values, financial and operational indicators
Management (such as product revenue, gross profit, delivery and R&D schedule), implementation of
corporate social responsibility, and other special contributions, or major events, etc., after
comprehensive considerations, and reasonable remuneration.
19
3.3 Corporate Governance Implementation
3.3.1 BOD Meeting Status
9 meetings were held in 2020 (9 meetings by 11th BOD) (A), and the attendance of directors is as follow:
Title
Name (Note 1)
Attendance in
Person (B)
By Proxy
Chairman
Director
Director
Chou-Chye Huang
Wen-Shiung Jan
Representative of Legal Entity ,
Global View
Wen-Ren Su
Wei-Min Lin
9
9
9
0
0
0
Remarks
Attendance
Rate B/A (%)
(Note 2)
100
100
100
0
9
9
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
100
100
100
100
9
9
0
0
0
Board of
Directors
The contents of the motion and follow-up
Article 14-3 of
the Securities
Exchange Act
Independence or
objection
The Fifteenth
Meeting of the
Eleventh
Session of the
Board of
Directors
109.03.30
The 16th
meeting of the
11th session of
the Board of
Directors
109.04.22
The Eleventh
Session of the
Eighteenth
Board of
Directors
109.08.13
1. The company's 2019 employee
remuneration and directors' remuneration
distribution situation discussion proposal.
Opinion of independent directors：None.
v
None
The Company's handling of the opinions of independent directors：None.
Resolution result: In this case, the compensation for employees and directors
was determined by the total amount of compensation, and the amount of
personal compensation has not been determined, so there is no need to avoid
interest. The case was passed after the chairman consulted all the directors
present without objection.
1. Discussion on the adjustment of
employee compensation and director
compensation distribution of the company
in 2019.
Opinion of independent directors：None.
Note
v
The Company's handling of the opinions of independent directors：None.
Resolution result: In this case, the compensation for employees and directors
was determined by the total amount of compensation, and the amount of
personal compensation has not been determined, so there is no need to avoid
interest. The case was passed after the chairman consulted all the directors
present without objection.
1. Discussion on company-wide salary
adjustment and manager salary adjustment
in 2020.
Opinion of independent directors：None.
None
v
The Company's handling of the opinions of independent directors：None.
Resolution result: passed after the chairman consulted all the directors present
without objection.
20
1. Discussion of the company's long-term
investment disposal.
Opinion of independent directors：None.
v
None
The Company's handling of the opinions of independent directors：None.
Resolution results: (1) This case has his own interests with Chairman Huang
Zhoujie, so he avoids participating in the discussion and voting in accordance
with the law. Wei Zhe and independent directors were appointed as acting
chairman at the direction of the chairman. (2) Except for evading directors who
did not participate in the discussion and voting in accordance with the law, the
case was passed after the acting chairman consulted the remaining directors
present without objection.
1. The company's "internal control
system" and "internal audit
implementation rules" revision discussion
proposal.
Opinion of independent directors：None.
None
v
The Company's handling of the opinions of independent directors：None.
Resolution result: The proposal was passed after the chairman consulted all the
directors present without objection.
1. Discussion Proposal on Appointment of
Accountants and Independence Evaluation
in 2021.
Opinion of independent directors：None.
None
v
The Company's handling of the opinions of independent directors：None.
Resolution result: The case was passed after the chairman consulted all the
directors present without objection.
The eleventh
session of the
nineteenth
board of
directors
109.09.07
The twentieth
meeting of the
eleventh board
of directors
109.11.13
The
Twenty-second
Meeting of the
Eleventh
Session of the
Board of
Directors
109.12.29
(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—
(1) On March 30, 2020, the board of directors discussed the "Discussion Proposal for the Company's Staff
Remuneration and Directors' Remuneration Distribution in 2019.": In this case, the part of employee compensation
and director compensation determines the total amount of compensation, and does not determine the amount of
personal compensation, so there is no need to avoid interest. The case was passed after the chairman consulted all
the directors present without objection.
(2) On April 22, 2020, the board of directors discussed the "Discussion on the adjustment of the company's
employee compensation and directors' compensation distribution in 2019.": In this case, the part of employee
compensation and director compensation determines the total amount of compensation, and does not determine the
amount of personal compensation, so there is no need to avoid interest. The case was passed after the chairman
consulted all the directors present without objection.
(3) On September 7, 2020, the board of directors discussed the "Discussion Proposal for Disposal of the Company's
Long-term Investment": 1. In this case, the chairman Huang Zhoujie also serves as the chairman of Sunplus
Innovation Technology, and he has his own interests, so he avoided participating in the discussion and voting in
accordance with the law. Wei Zhe and independent directors were appointed as acting chairman at the direction of
the chairman. 2. Except for evading the directors who did not participate in the discussion and voting in accordance
with the law, the case was passed after the acting chairman consulted the other directors present without objection.
3. The listed company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation
content of the self (or peer) evaluation of the board of directors— The company has passed a resolution of the board
of directors on March 30, 2020 to formulate the "Board Performance Evaluation Measures". The relevant contents
of the measures are as follows:
Evaluation
cycle
The board of
directors of
During
evaluation
Completed
before the end
Assessment
scope
Performance
evaluation of
Evaluation
method
Including
internal
Evaluation content
The company should consider the company's
situation and needs to determine the
21
the company
shall perform
the internal
board
performance
evaluation in
accordance
with the
evaluation
procedures
and
evaluation
indicators of
these
measures
every year.
of the first
quarter of the
following
year.
the overall
board of
directors,
individual
board
members and
functional
committees.
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
evaluation.
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.
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.
The performance evaluation results of the board of directors and functional committees for the year 2020 were
reported by the board of directors on March 29, 2021. The evaluation results scored 98 to 99 points. The operation
of the board of directors and functional committees of the company should be good.
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.
22
(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 2020 (A), Independent directors are present as
follows:
Title
Name
Attendance in
Person (B)
By Proxy
Attendance
Rate B/A (%)
(Note)
Remarks
8
8
0
100.00
Che-Ho Wei
Tse-Jen Huang
Yao-Ching Hsu
Independent
director
Independent
director
Independent
director
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.
100.00
100.00
8
0
0
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
1. Report on the results of
self-assessment of internal control in
2019 and discussion of internal control
system declaration.
2. Report on the implementation of the
budget for the fourth quarter of 2019 and
discussion of the 2008 financial
statements.
3. Discussion Proposal for the 2019
Consolidated Financial Statements.
v
v
v
The 14th Audit
Committee of the
2nd Session
109.03.30
None
None
None
Audit committee resolution result: all members of the audit committee agreed
to pass.
The company's handling of the audit committee's opinions: all the directors
present agreed to.
1. Report on the Implementation of the
Budget for the First Quarter of 2020 and
Discussion on Consolidated Financial
Statements.
None
v
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. Budget Implementation Report and
Consolidated Financial Statement
Discussion Proposal for the Second
Quarter of 2020.
v
None
The 15th Audit
Committee of the
Second Session
109.05.14
The 16th Audit
Committee of the
Second Session
109.08.13
23
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. The company's "internal control
system" and "internal audit
implementation rules" revision
discussion proposal.
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. Discussion Proposal on Appointment
of Accountants and Independence
Evaluation in 2021.
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.
The eighteenth
audit committee of
the second session
109.11.13
The 2nd 20th
Audit Committee
109.12.29
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 company’s internal audit supervisor on February 19, 2020, March 30, 2020, May 14, 2020, August 13, 2020,
and 2020 Reported to the independent directors on the implementation of the internal audit plan and the
implementation of the follow-up report on November 13 and December 29, 2020, and fully communicated the
implementation and effectiveness of the audit business.
(2) The company’s accountants on March 30, 2020, May 14, 2020, August 13, 2020 and November 13, 2020,
communicate with the results of the audit or review of the consolidated financial reports for the fourth quarter of 2019
and the first to third quarters of 2020. The independent directors of the company may at any time request the certified
accountant to report and communicate with the independent directors on the audit results of the financial statements
(including the consolidated financial statements) and other relevant legal requirements.
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.
Work focus of the audit committee:
The main functions of the audit committee of the company are to assist the board of directors in supervising the
company's implementation of relevant accounting, auditing, financial reporting procedures and financial control.
The matters reviewed by the Audit Committee of the Company in 2020 mainly include:
1. Appropriate expression of the company's financial statements.
2. Appointment and independence assessment of certified accountants.
3. Effective implementation of the company's internal control.
4. The company complies with relevant laws and regulations
Review financial reports
The board of directors prepared the company’s 1991 business report, financial statements and surplus distribution
proposals, among which the financial statements were checked by Qinye Zhongxin United Certified Public
Accountants, and a check report was issued. The above-mentioned business report, financial statement and surplus
distribution proposal have been checked by the Audit Committee and found that there is no discrepancy.
24
Assess the effectiveness of the internal control system
The audit committee evaluated the effectiveness of the company's internal control policies and procedures, and
believed that the company's risk management and control system was effective, and the company had adopted the
necessary control mechanisms to supervise it.
Appoint a visa accountant
In order to ensure the independence of the certified public accountant firm, the audit committee of the company
formulated an independence evaluation form in accordance with Article 47 of the Accountant Law and No. 10 of the
Public Accountant’s Professional Ethics Bulletin to assess whether the certified public accountant is a mutual related
person and has mutual ownership with the company. Items such as business or financial interests. On December 29,
2019, the 20th Audit Committee of the second term and the 22nd meeting of the 11th term of the Board of Directors
passed the resolutions of Qinye Zhongxin Certified Public Accountants, CPA Lin Zheng and CPA Cai Meizhen, in
compliance with independence Assessment.
25
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 & Sunplus Innovation for the establishment of a good corporate governance system, participate in the
"Code of Practice for Corporate Governance of Listed OTC", Code of Corporate Governance Practices, and disclosed on the public information
observatory and company 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) The company and its subsidiaries, Generalplus Technology and Sunplus Innovation Technology, in addition to appointing professional stock
No major Difference
agencies to handle related businesses, have set up a complete spokesperson system to properly handle shareholder suggestions and
dispute-related matters. Subsidiaries that have not been issued publicly have stock-related specialists to properly handle shareholder
suggestions, doubts and disputes.
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) 1. The company and Generalplus Technology have established "Investment Monitoring and Management Measures" to implement supervision
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
of subsidiaries.
2. The company and Sunplus Innovation have established "Measures for Dealing with Related Persons" and "Measures for Dealing with
Certain Companies and Group Enterprises", and Generalplus Technology has set up "Measures for Dealing with Group Enterprises and
Related Persons".
3. The remaining subsidiaries also have various management measures, which have clear regulations on transactions with related companies to
achieve risk control and firewall mechanisms.
1. The company, Generalplus Technology, and Sunplus Innovation Technology have formulated the "Management Procedures for Disclosure
of Internal Significant Information and Prevention of Insider Transactions" and the "Guidelines for Operational Procedures and Behaviors of
Honest Business Operations". Both the company and its subsidiaries have notified the company Insiders strictly follow and prohibit company
insiders from using undisclosed information on the market to buy and sell securities.
2. The company has carried out preventive insider trading promotion and after-school tests for new employees in October, 2020. As of the end
of 2020, a total of 33 person-times prevent insider trading promotion and after-school tests. The company's internal webpage also announces
publicity information in the "Legal Publicity Zone".
3. The company and Generalplus Technology conduct the education and promotion of "Regulations on Preventing Insider Trading" for current
directors and managers at least once a year. The company has conducted relevant education and publicity for current directors and managers
on December 29, 2019. The content of the course includes laws and regulations related to insider trading and legal responsibilities.
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
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) The company pays attention to the industry experience and professional capabilities of directors. The target ratio of directors with industry
experience is 50%. At least one director specializing in finance, accounting and taxation; and at least one director who is superior to legal
affairs. At present, among the seven directors of the company, four directors with industry experience include Huang Zhoujie, Zhan
Wenxiong, Shu Weiren, and Wei Zhehe, accounting for 57.14%; those with financial accounting and taxation include two directors including
Huang Zeren and Lin Weimin, with 100 seats. %; those with legal affairs include Xu Yaoqing, a director, and the number of seats reaches
100%.
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 five to six years. One director is over 70 years old,
26
No major Difference
V
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.)?
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) The company, Generalplus Technology and Sunplus Innovation Technology have established salary and remuneration committees and audit
committees in accordance with the law, which are composed of all independent directors. The company, Generalplus Technology and Sunplus
Innovation Technology also have a dedicated unit to promote corporate integrity management, and regularly report implementation status and
results to the directors. In the future, other functional committees will be set up according to the legal environment, company operation and
management needs assessment. Other subsidiaries currently have no salary and compensation committee, audit committee and other functional
committees. In the future, they will be established according to the actual needs of the company.
(3) 1. The company, Generalplus Technology and Sunplus Innovation Technology have successively formulated the "Board Performance
Evaluation Method" in 2020 and 2021. The board of directors, individual directors and functional committees are regularly self-evaluated
every year, and the results of performance evaluations are used as a reference for selecting or nominating directors; and the results of
individual directors’ performance evaluations are used as a reference for determining their individual remuneration.
2. The evaluation results of the company’s board of directors and functional committees for the year 2020 were reported to the board of
directors on March 29, 2021. The evaluation score was 98 to 99. The operation of the company’s board of directors and functional committees
should be good.
3. The remaining subsidiaries have not formulated the "Board Performance Evaluation Method", but they review the functions of the board from
time to time. In the future, the feasibility of formulating the board performance evaluation method will be evaluated based on the legal
environment, company operating conditions and management needs.
(4) The audit committee of the company regularly evaluates the independence of certified public accountants every year. The company’s
assessment of certified public accountants Deloitte United Certified Public Accountants, CPA Lin Zhengzhi and CPA Cai Meizhen, both meet
the company’s independence evaluation standards (Note 2), The audit committee and the board of directors passed a resolution on December
29, 2020. Each subsidiary will assess the independence of the certified accountant at the end of the year, and the board of directors will decide
on the appointment of the certified accountant.
1. The board of directors of the company passed a resolution on March 29, 2021 to appoint the chairman of the board of directors as the head of
corporate governance. The board of directors of Generalplus Technology approved the appointment of the senior director of the administrative
management center on February 26, 2021. As the head of corporate governance, the financial department of Sunplus Innovation Technology is
responsible for corporate governance related matters.
2. The main responsibilities of the company’s corporate governance officer include handling matters related to the board of directors and
shareholders meeting in accordance with the law, and assisting the company in complying with the relevant laws and regulations of the board of
directors and shareholders meeting, providing directors with the information needed to perform their business, and the latest legal development
related to operating the company To assist directors in complying with the law.
3. Key points of the company's business execution in 2020:
(1) Consolidate the meeting agenda for the board of directors and committees, specify the convening matters and send a convening notice to the
directors or members seven days before the meeting, and provide sufficient meeting materials so that the participants can accurately understand the
relevant information about the proposals; When the director or committee member himself or the legal person represented by him has an interest, he
also reminds him to avoid interest.
(2) Responsible for the minutes of the board of directors and shareholders' meetings on the day of the board of directors and shareholders' meetings,
and publish important information or announcements of important resolutions after the meeting to ensure the legality and accuracy of the disclosed
information to ensure the equivalence of investor transaction information.
(3) Handle the change registration of the company's various operations.
(4) Evaluate the purchase of "Directors' and Managers' Liability Insurance" with a suitable amount of insurance, complete the insurance matters, and
report the contents of the insurance to the board of directors. (5) Provide directors with relevant training information from time to time, reminding
them to study and complete relevant declarations in accordance with the stipulated hours of the "Main Points for Implementation of Training for
Directors and Supervisors of Listed OTC Companies".
(6) From time to time, provide board members with information on new issued or revised laws and regulations related to directors’ business
execution, corporate governance or business operations.
(7) Review the compliance status of the corporate governance evaluation indicators one by one every year, and propose improvement plans and
corresponding measures for indicators that have not scored.
(8) Provide operating information such as company business or finance according to directors' needs, and maintain smooth communication and
exchanges between directors and business executives.
4. Please note 3 for details of the training situation of the company's corporate governance supervisor.
No major Difference
5. Communication channel with Stakeholders (Including but
not limited to shareholders, employees, customers and
suppliers)
V
1. The company and its subsidiaries maintain good relationships with banks, suppliers, and other interested parties of the company, uphold the
principle of good faith, provide adequate business information, and properly safeguard their legitimate rights and interests.
2. The company’s stakeholders are concerned about topics, communication methods, and implementation status. Note 4 in detail.
3. The company, Generalplus Technology and Sunplus Innovation Technology have set up a special area for stakeholders on the company website,
No major Difference
27
set up different corresponding windows for different stakeholders, and set up a complete system and response mechanism to ensure that stakeholders
are concerned Appropriate response to the issue. The company has reported to the board of directors on the situation of communication with various
stakeholders in 2020 on December 29, 2020.
4. The remaining subsidiaries also provide detailed contact information on the company's website. If necessary, interested parties can contact them by
telephone, letter, fax, and e-mail at any time.
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) The company, Generalplus Technology and Sunplus Innovation Technology have set up Chinese and English websites to set up special areas to
disclose financial business and corporate governance information.
(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.
(3) Generalplus Technology announced and filed its annual financial report within two months after the end of the fiscal year. Although the
V
company did not announce and file the annual financial report within two months after the end of the fiscal year, it still announced and filed the
annual financial report before the deadline prescribed by laws and regulations. Financial reports and financial reports for the first, second and
third quarters and operating conditions in each month.
No major Difference
No major Difference
No major Difference
V
V
V
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.
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, Generalplus and Sunplus Innovation Technology have taken liability insurance for directors and supervisors with respect to liabilities
resulting from exercising their duties in Sunplus and subsidiaries.
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 2020 years is as follows:
(1) The company has fully disclosed in the annual report the reasons for discussion and resolution of the Salary and Compensation Committee, as well as the company's handling of members' opinions. The part that has not yet
been improved will be actively studied and improved.
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.
28
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
Company
7. In addition to the business permitted by law, does the accountant represent
the defense of legal cases or other disputes between the company and a
third party?
8. Whether the accountant has a kinship with the directors, managers or
persons who have a significant impact on the audit
No
No
No
No
No
No
No
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Note 3: Corporate Governance Executive Training Situation:
Name/Title
Date
Organizer
Course Title
Chen Meijuan Chairman's
Office Manager/Head of
Corporate Governance
110.05.07
aiwan Stock Exchange
Company limited by shares
2021 Annual Promotion
Conference on Preventing
Insider Trading
Time
3 hours
29
Note4: Stakeholders of the company are concerned about issues, communication methods and implementation status:
boundary
Stakeholder
Concerns
Communication route
Communication frequen
Contact window
2020 implementation status
internal
Staff
Salary, benefits, education,
occupational health and safety
Staff communication meeting
Once every six months
Employee welfare committee
Irregular
Labor Retirement Reserves Supervision
Committee
Once per season
Internal promotion
Irregular
Employee performance interview
2 times a year
Labor-management meeting
Once per season
Occupational Safety and Health Committee Once per season
Customer appeal
Customer complaints
Cases based on customer complaints
client
Customer satisfaction
customer satisfaction survey
2 times a year
Product quality and hazardous
substance requirements
mail
Irregular
Agent
Bad quarters inventory
Bad quarters inventory
Quarterly
external
Green product requirements
GPM system
Update of reporting period, new product
release, new specification requirements
Outsourcing
factory
Supplier management approach
Quality/environmental
existing outsourcing factories
assessment
of
Held once a year
Spokesperson Wayne Shen, Deputy
General Manager
HR@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
HR@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
HR@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
HR@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
HR@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
HR@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
shamir.chang@ sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
QA@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
QA@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
QA@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
QA@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
QA@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
QA@sunplus.com
Tenant
Relevant environmental protection
and safety regulations
Meeting, E-mail
Irregular
Government
agencies
Statute compliance
Official document round trip, meeting, E-mail Irregular
Shareholders and
investors
Operational performance, Risk
Management, Corporate
Company annual report, financial report
Once a year
Once per season
30
Spokesperson Wayne Shen, Deputy
General Manager
shamir.chang@ sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
shamir.chang@ sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
Affected by the epidemic, it will be held once
this year
Announcement related information in the
Welfare Committee forum of the internal life
exchanges 22 or more
Hold 5 meetings and have meeting minutes
for inquiries
E-mail, posters, announcements, etc. from
time to time
Conduct an employee performance interview
at the middle of the year and at the end of the
year, prepare a performance and future
development analysis table for reference, and
the achievement rate is more than 90%
Convene 4 meetings, and have meeting
minutes for inquiries
Convene 4 meetings, and have meeting
minutes for inquiries
A total of 26 cases in 2020 were successfully
closed
the middle of
In the two surveys at the beginning of the year
the year, customer
and
satisfaction scores were 8.98/9.36 points (out
of 10 points), and related issues were dealt
with and closed
substance
hazardous
and
Quality
requirements, a
total of 47 external
documents and specifications, all of which are
properly handled
Q1/Q2/Q3 completed in 2020 and Q4 in
progress in 2020
A total of 220 reports were updated in 2020
Existing
factory
outsourcing
quality/environmental safety and health
assessment, a total of 9 sessions
1. In response to the COVID-19 epidemic,
nearly 200 E-MAIL transactions
2. More than 10 coordination meetings after
construction and move-in
1. Participate in discussions and forums held
by the competent authority
2. Cooperate with the competent authority for
supervision and inspection
3. Establish a contact window and maintain
good interaction with the competent authority
1. Uploaded the 108 Annual Report on the
Public Information Observatory on May 26,
boundary
Stakeholder
Concerns
Communication route
Communication frequen
Contact window
2020 implementation status
Governance, Shareholder
participation
Legal person briefing meeting, shareholder
meeting
once a year
The official website sets up a special area for
corporate
and
stakeholders
responsibility
social
at any time
Set up a contact window for stock affairs and
investor relations for two-way communication
at any time
3.3.4 Disclosure of Operations of the Company’s Compensation Committee:
1. Qualifications and Independence Analysis
IR@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
IR@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
IR@sunplus.com
Spokesperson Wayne Shen, Deputy
General Manager
IR@sunplus.com
2020
2. 2020 quarterly upload financial reports
1. The corporate briefing meeting was held on
August 20, 2020 2. The regular shareholders
meeting was held on June 12, 2020
A
social
for
responsibility and stakeholders has been
established on the official website
The contact window for stock affairs and
investor
external
communication channels
special area
corporate
provides
relations
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.
31
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 2020th 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.
3. Review salary and remuneration regularly The function of the company’s salary and remuneration committee is to evaluate the company’s directors and managers’ salary and remuneration policies and systems with a professional and
objective status. It meets at least three times a year and may hold meetings at any time as needed to make recommendations to the board of directors. For their decision-making reference
(1). The powers of the company's salary and remuneration committee
(A) Review this regulation regularly and propose amendments.
(B) Formulate and regularly review the policies, systems, standards and structures of the performance and remuneration of the company's directors and managers.
(C) Regularly evaluate the performance of the company's directors and managers, and determine the content and amount of their remuneration.
(2). When the Salary and Compensation Committee performs its functions and powers, it shall be based on the following standards Ensure that the company's salary and remuneration arrangements comply with relevant laws and regulations
and are sufficient to attract outstanding talents.
(A) The performance evaluation and salary remuneration of directors and managers should refer to the usual level of payment in the industry, and consider the time invested by the individual, the responsibilities of the individual, the
achievement of the profit center goal, the performance of other positions, and the company's recent years. The salary and remuneration of the position holder, including the company's short-term and long-term business goals, the company's
financial status, etc., assess the rationality of the relationship between personal performance and company operating performance and future risks.
(B) Directors and managers should not be guided to engage in behaviors that exceed the company's risk appetite in pursuit of remuneration.
(C) The ratio of dividends to directors and senior managers' short-term performance and the timing of partial variable salary payments should be determined taking into account the characteristics of the industry and the nature of the
company's business.
(D) The members of this committee shall not participate in discussion and voting on their personal salary and remuneration decisions.
4. The content of the proposals and resolutions of the Salary and Compensation Committee in 2009, and the company's handling of the opinions of the Salary Committee:
Compensation Committee
The sixth time of the fourth
Proposal content and follow-up processing
1. The company's "Board of Directors Performance
Evaluation Measures" drafted a discussion proposal.
2. The company's 2019 employee remuneration and
directors' remuneration distribution situation discussion
proposal
Resolution result
Company's Compensation Committee Handling of opinions
All members agreed to pass
All the directors present at the board of directors agreed to pass
The seventh of the fourth
The eighth time of the fourth
The ninth time of the fourth
The company's 2008 employee
remuneration and
directors' remuneration distribution adjustment discussion
proposal.
Discussion on company-wide salary adjustment and
manager salary adjustment in 20220
The company formulated the "Performance Management
Measures" and
"Directors and Managers'
Compensation Management Measures" and revised the
and
"Board Performance Evaluation Measures"
"Remuneration
Rules"
Discussion Proposal
Committee Organization
the
All members agreed to pass
All the directors present at the board of directors agreed to pass
All members agreed to pass
All the directors present at the board of directors agreed to pass
All members agreed to pass
All the directors present at the board of directors agreed to pass
5. There are 3 members of the company's compensation committee
32
6. The term of office of the current members: from June 11, 2018 to June 10, 2021, the 4th Salary and Compensation Committee of the year 2019 met 4 times (A). The qualifications and attendance of the members are as follows:
Job title
Name
Actual attendance (B)
Number of delegates
attended
Actual attendance rate
(%) (B/A) (Note)
Remarks
Convener Che-Ho Wei i
Tse-Jen Huang
Member
Yao-Ching Hsu
Member
Other matters to be recorded:
4
4
4
0
0
0
100
100
100
3. If the board of directors does not adopt or amend the recommendations of the Salary and Compensation Committee, it shall state the date
of the board of directors, the date, the content of the proposal, the results of the resolutions of the board of directors, and the company's
handling of the opinions of the Salary and Compensation Committee. The differences and reasons should be stated): The board of
directors
adopted and did not revise the recommendations of the Salary and Compensation Committee.
4. The resolutions of the Salary and Compensation Committee. If members have objections or reservations and have records or written
statements, the Salary and Compensation Committee should state the date, period, proposal content, opinions of all members and the
handling of the opinions of the members: Compensation Committee All members agree to the resolutions of the Remuneration Committee
without any objections or reservations.
Note:
(1) If a member of the Compensation and Compensation Committee resigns before the end of the year, the date of resignation should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number
of meetings of the Compensation and Compensation Committee during their employment and their actual attendance.
(2) Before the end of the year, if the salary committee is re-elected, the new and old salary committee members should be listed, and the remarks column should indicate whether the member is old, new or re-elected and the date of reelection.
The actual attendance rate (%) is calculated based on the number of meetings of the Salary and Compensation Committee during their employment and their actual attendance.
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.
Y
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
No major Difference
operations through the operation of various management systems. The company’s latest risk assessment date was the
completion of the annual risk assessment meeting on September 7, 2020.
In order to improve the management of corporate social responsibility, the chief executive designates the director of the
administrative department as the convener of the corporate social responsibility inter-departmental team, responsible for
studying sustainable development trends, understanding the needs of stakeholders, and raising the company’s risks on related
issues With opportunities, and with the functional committees to plan application strategies and implementation plans. Report to
the board of directors regularly every year. The company's latest report to the board of directors was on December 29, 2020.
Although all subsidiaries have not set up special (part-time) positions to promote social responsibility.
(1) The company and its subsidiaries attach great importance to environmental management. At present, the company has
passed the ISO14001 environmental management system certification, and the system operation and management are
implemented by the chief auditors of the management systems with a standard that is superior to that of the management
system. The company has dedicated environmental protection personnel to manage statutory environmental management
work; subsidiaries are exempted from appointing environmental protection personnel according to law, but there are still
dedicated personnel to promote related environmental management.
No major Difference
No major Difference
(2) The company and its subsidiaries have announced paperless operations and the use of power-saving lamps and
No major Difference
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.
(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
(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
33
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.
(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.
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) 1. In accordance with the ISO14064 standard, the company uses the 100th year of the Republic of China as the base year
for the inventory to conduct self-inspection of greenhouse gas emissions every year. In 2009, the greenhouse gas
emissions were 4,056.33 tons/CO2 equivalent compared to 4,471.34 tons in 2008. The carbon dioxide equivalent was
reduced by approximately 9.28%, exceeding the set reduction target of 2%; the total weight of water, electricity, and
industrial waste has also been counted, evaluated and analyzed to comply with the company’s environmental, safety and
health management policy "control risk" , Disaster prevention" and "energy saving and waste reduction, sustainable
environment". 2. Other subsidiaries also set the company's long-term improvement goal to reduce the company's overall
carbon emissions in order to implement environmental protection commitments, hoping to achieve a year-on-year
reduction in greenhouse gas emissions, and are committed to saving energy, recycling waste, and complying with
environmental protection regulations And promise pollution prevention and continuous improvement.
(1) The company and its subsidiaries abide by labor-related laws and regulations, and formulate relevant work rules to protect
the rights and interests of employees preferentially, and provide information to enable employees to understand their rights and
interests. The various management policies and procedures are summarized as follows: 1. Human Rights Policy: In order to
fulfill corporate social responsibility and protect the basic human rights of all colleagues, customers and stakeholders, the
company strives to comply with and abide by the relevant provisions of various international human rights conventions, and
follow the "United Nations Universal Declaration of Human Rights" and "United Nations Guiding Principles on Business and
Human Rights" , "United Nations Global Covenant" and "United Nations International Labor Organization" and other
international human rights conventions and labor standards related labor laws, respect internationally recognized basic human
rights, including freedom of association, care for vulnerable groups, prohibition of child labor, elimination of forced labor in
various situations, and elimination Discrimination in employment and employment, protection of the legitimate rights and
interests of employees, and formulation of relevant management policies and procedures in accordance with the law. 2. Human
rights risk mitigation measures: In order to mitigate human rights risks, the company is committed to the improvement of
various working environments and working conditions. 3. Relevant education and training: Arrange relevant laws and
regulations publicity courses during working hours, and increase the efficiency of course absorption through the recording and
design of e-leaning online courses, so as to enhance employees' understanding of relevant laws and information. Please refer to
Note 4 for detailed human rights concerns and corresponding practices.
(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 Ministry of Labor,
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
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 dedicated organizations and personnel in accordance with the law to implement environmental safety
and health management related matters, and passed the ISO14001 environmental management system, ISO45001, TOSHMS
occupational safety and health management system and the Ministry of Labor's Occupational Safety and Health Administration
health workplace certification. Relevant machinery and equipment in the workplace are subject to regular automatic inspections
in accordance with the law, and labor working environment monitoring is implemented every six months (April and October
each year) to ensure the safety of employees, the environment and equipment, and provide regular health inspections that are
better than those prescribed by laws and regulations. Provide a good environment for employee career development, and
provide a variety of education training 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
34
No major Difference
No major Difference
No major Difference
No major Difference
No major Difference
No major Difference
No major Difference
V
V
V
V
V
V
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
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.
In 2020, the company conducted nine assessments on environmental protection, occupational safety and health, or labor human
rights of suppliers and outsourcing factories, all of which met the standards.
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
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.
7. 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) The company and its subsidiaries manage the company’s employees in accordance with the "Labor Standards Law" and relevant labor laws and regulations and other labor-related laws and regulations, and special personnel handle the employees’ work matters to
protect their basic rights and interests.
(5) The company and its subsidiaries handle safety and health work in accordance with relevant laws and regulations on occupational safety and health to protect the health and safety of workers.
(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.
Note 4: In order to abide by the spirit of the international human rights conventions, and formulate and implement various human rights protection policies based on the content, Sunplus Technology implements the human rights protection policies based on the content of the
[International Covenant on Civil and Political Rights] and the [International Covenant on Economic, Social and Cultural Rights]. , The company pays special attention to the following human rights issues, and the implementation practices are organized as follows:
Human rights concerns
Ensure equal job opportunities
Child labor is strictly prohibited
Sunplus's corresponding human rights practices
1. No discrimination based on personal gender, race, socioeconomic status, age, marriage, family status, language, religion, party, nationality, appearance, facial features,
pregnancy, physical and mental disabilities, etc.
2. Ensure that the employment policy is non-discriminatory, and implement the fairness of employment, salary system, employee training, evaluation and promotion
opportunities.
1. The company prohibits the employment of children and teenagers under the age of 18, so that children under 15 years of age, child labor over 15 years of age and under
16, and teenagers over 16 years of age and under 18 years of age can fully protect their right to school .
2. The company actively participates in public welfare and donations to relevant social welfare organizations, such as cooperation with family support centers and
donations of public welfare funds, so that education rights and resource opportunities are more popular and equal
Freedom of assembly and association of employees
Complaint channels and mechanisms
Establish a healthy and safe workplace environment
Provide diversified club activities and encourage employees to actively participate
Provide effective complaint channels and handling mechanisms to avoid discrimination and harassment in the work environment
To provide employees with a healthy and safe workplace environment, the company continues to improve the working environment to reduce the risk of occupational
disasters and protect the health of employees.
35
Human rights concerns
Provide employees with physical and mental health Work
environment balanced with work
Meet the basic salary
1. Provide diversified activities (such as sports courses, art lectures, and employee travel, etc.) to enrich the work-life balance of colleagues.
2. Establish good health care measures (medical room, visually impaired massage, health check, etc.) to protect the health of employees.
Provide wages that are superior to the law.
Sunplus's corresponding human rights practices
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.
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
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, Generalplus Technology and Sunplus Innovation Technology have formulated the "Integrity Management
Operating Procedures and Behavior Guidelines" approved by the board of directors as a clear policy and practice for operating
integrity, as well as the active implementation of operating policies by the board of directors and management. Commitment, and
disclosed on the company website. The remaining subsidiaries uphold the business philosophy of "Integrity", "Creativity",
"Quality", and "Service", formulate various internal management systems and measures within the company, and implement and
implement irregular reviews.
(2) The company, Generalplus Technology and Sunplus Innovative Technology have established the "Code of Ethical Conduct for
Employees", "Code of Ethical Conduct for Directors and Managers" and "Ethical Business Procedures and Behavior Guidelines",
which expressly prohibit the provision or acceptance of non-compliance. Legitimate interests. The company and Sunplus
Technology have a "reporting system", and Lingtong Technology has a "handling method for reporting cases of illegal and
unethical or dishonest conduct", encouraging the reporting of any illegal or violation of the code of ethical conduct or conduct of
integrity management . In addition, the company still requires colleagues in the management, production center, business and
information units with high job sensitivity to sign the "Integrity Commitment"; when signing the annual distributor contract with
the customer, they also sign the "Integrity Behavior Declaration"; According to the annual transaction amount, the relevant
suppliers sign the "Declaration of Integrity Behavior". The remaining subsidiaries have clearly stipulated the reporting and
punishment system for employees’ integrity behaviors in the “Work Rules”, and effective implementation through internal control
systems to reduce the risk of dishonest behaviors and to achieve preventive effects.
(3) The company, Generalplus Technology and Sunplus Innovative 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, Generalplus Technology and Sunplus Innovative
No major Difference
Technology clearly states that 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) In order to improve the management of integrity management, the company and Generalplus Technology have designated the
chairman’s office as the unit responsible for promoting corporate integrity management. The Board of Directors of Sunplus
Innovation Technology authorizes the Finance and Accounting Department to be responsible for the promotion of integrity
management policies, and is responsible for formulating and promoting integrity management policies and Prevention plan.
The dedicated unit regularly reports the implementation status to the board of directors in December every year. The company's
latest report to the board of directors was December 29, 2020. The remaining subsidiaries actively promote the corporate
No major Difference
36
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.
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
V
V
V
V
V
integrity management concept from top to bottom. In the future, they will set up a promotion unit based on the actual situation
of the company and report to the board of directors regularly. The company’s integrity management policy and plan for
preventing dishonest behaviors and supervision and implementation in 2020:
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 71 people visited in 2020, about 32 hours and 31 minutes.
2. The contract stipulates the integrity management clause
When the company signs a distributor contract in 2020 with its customers, they sign the "Declaration of Integrity Behavior"; the
relevant suppliers also sign the "Declaration of Integrity Behavior" according to the annual transaction amount. In 2020, a total
of 8 copies were signed.
3. Sign a declaration of integrity
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 2020, no letter of report was received.
No major Difference
(3) The company requires colleagues in the management, production center, business and information units with higher job
sensitivity to sign the "Incorruption Commitment", and a total of 1 additional copies will be signed in 2020.
(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, Generalplus Technology and Sunplus Innovation Technology have set up "integrity management operation
No major Difference
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 2020, the company proclaimed the company's integrity policy to new employees and conducted tests.
Sunplus Innovation Technology has set up an honest management policy on the homepage of the company's website,
conveying the core values and business philosophy based on honesty to employees, and special promotion for new colleagues.
The remaining subsidiaries implement opportunity education in their daily business, and will organize education and training
based on the company’s actual conditions in the future.
(1) The company and Sunplus Innovation Technology have a "whistleblowing system", Generalplus Technology has "handling
No major Difference
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.
(2) The company and its subsidiaries all have relevant methods for reporting and appealing, which specify the procedures for
reporting, the follow-up measures to be taken after the investigation is completed, and the relevant confidentiality principles.
No major Difference
No major Difference
(3) The procedures for the protection of whistleblowers are clearly stipulated in the relevant reporting and appeal measures of the
company and its subsidiaries.
The company, Generalplus Technology and Sunplus Innovation 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
No major Difference
37
information observatory.
information on honest operation.
8. 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.
9. 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 14-31), for the Code of Corporate Governance Practices, please
contact our website.
3.3.8 Other Matters Needed to Improve the Company’s Implementation of Corporate Governance:
None
38
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, 2021
Based on the findings of a self-assessment, Sunplus states the following with regard to our internal
control system during January 1st – December 31st, 2020:
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 2020, 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 2020 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, 2021, 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
39
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 Important resolutions of the shareholders meeting and the board of directors for the
year of 2020 and up to the printing date of the annual report
2019 The implementation of the resolution of the shareholders' meeting
Date
2020.06.12
Decision
Maker
Shareholders’
Meeting
Resolution matters and implementation
1. Acknowledge the company's 2019 business report and financial statements.
Implementation status: The relevant forms have been submitted to the competent
authority for inspection and announcement in accordance with the company law and
other relevant laws and regulations.
2. Acknowledgment of the company's 2019 loss appropriation case. Implementation
status: No dividends were allotted this year.
3. Approved the amendment to the company's articles of association.
Implementation status: Effective after the resolution of the shareholders meeting.
4. Through handling the capital reserve allocation case. Implementation status: July
19, 2020 was set as the allotment base date, and August 07, 2020 was set as the
issuance date (the allotted capital reserve per share is NT$0.3).
5. Approved the proposal to lift the restrictions on the company's directors'
competition. Implementation status: effective after the resolution of the
shareholders meeting.
2020 and as of the date of publication of the annual report of the board of directors important matters
Date
Decision
Maker
Case
Result
2020.08.13 Board Meeting 1. Discussion of the consolidated financial
2020.11.13 Board Meeting 1. Discussions on the consolidated
statements for the second quarter of 2020.
financial statements for the third quarter of
2020.
2020.12.29 Board Meeting 1. The 2021 accountant appointment and
2021.02.03 Board Meeting 1. The company's "procedures for
independence assessment discussion
proposal.
acquiring or disposing of assets" revised
discussion proposal.
2. The re-election proposal for the 12th
term of directors (including independent
directors) of the company.
3. Discussion proposal for lifting the
restriction on competition for new
directors of the company.
4. Matters concerning the holding of the
regular shareholders' meeting in 2021 and
the discussion of the right to accept
shareholders’ proposals.
The proposal was passed after the
chairman consulted all the directors
present without objection.
The proposal was passed after the
chairman consulted all the directors
present without objection.
The proposal was passed after the
chairman consulted all the directors
present without objection.
2021.03.29 Board Meeting 1. The company's 2020 employee
remuneration and directors' remuneration
distribution situation discussion proposal.
2. Proposal for the discussion of the 2020
financial statements.
3. Proposal to discuss the consolidated
financial statements for the year 2020.
40
The proposal was passed after the
chairman consulted all the directors
present without objection.
The proposal was passed after the
chairman consulted all the directors
present without objection.
4. Proposal for the discussion of the 2020
business report.
5. Proposal to discuss the distribution of
surplus in 2020.
2021.04.21 Board Meeting 1. The company's discussion on the
cancellation of the restrictions on the share
release of the original shares held by the
affiliated company "iCatch Technology
Co., Ltd." that adopted the equity method.
2. Review the discussion proposal of the
candidate qualifications of directors
(including independent directors).
3. Discussion proposal for lifting the
restriction on competition for new
directors of the company.
4. The company's "procedures for
acquiring or disposing of assets" revised
discussion proposal.
5. Discussions on the agenda update of the
2021 General Meeting of Shareholders.
6. Discussion on the Renewal of Directors’
Liability Insurance.
2021.05.14
1. Discussion Proposal on Consolidated
Financial Statements in 2021.
The proposal was passed after the
chairman consulted all the directors
present without objection.
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
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
Mei-Zhen Cai
2020.01.01~2020.12.31
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
Amount Unit: Thousands of New Taiwan Dollars
41
Name of
accounting
firm
Accountant
name
Public
audit
Non-audited public expense
System
Design
Business
registration
Human
Resources
other
Subtotal
Accountant's review
period
Remarks
Amount Unit: Thousands of New Taiwan Dollars
Deloitte &
Touche
Zheng-Zhi
Lin
Mei-Zhen
Cai
5915
-
-
-
350
350
109.01.01~109.12.31
Non-audit
public
expenses-other
department
transfer
pricing reports
and
non-supervisor
salary
declaration
and
verification
fees, etc.
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
42
Opinions and Reasons for
Examining Check Reports
Other than Unqualified
Opinions within the Latest
Two Years
The 2020 and 2019 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
43
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
principles and
No
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.
44
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
2020
Ended of April 09th, 2021
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
Head of Corporate
Governance
Associate
Phoebe Chen
Inauguration Date: 2021/04/01
Adam Wang
Inauguration Date: 2021/04/01
Wayne Shen
Shu-Chen Cheng
VP
Director of Finance &
Accounting Division
AVP
AVP
AVP
Alex Chang
Jason Lin
Michael Su
Shares
Pledged
(Released)
Shareholding
Increased
(decreased)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
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 09th, 2021
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
45
3.8 Top 10 Shareholders & Related Parties
Current
Shareholding
Shareholding under
Spouse & Minor
Amount
of Shares
Holding
%
Amount of
Shares
Holding
%
92,737,817 15.67%
1,370,993
0.23%
13,045,795
10,038,049
2.20%
1.70%
2,006,943
-
0.34%
-
0
0.00%
0
0.00%
7,962,160
1.34%
539,631
0.09%
7,511,825
1.27%
-
-
7,000,000
1.18%
1,210,000
0.20%
5,464,000
0.92%
-
-
Shareholding
under
Others’ Name
Amount
of
Shares
Holding
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,033,000
0.85%
-
-
-
-
4,518,752
0.76%
3,559,996
0.60%
-
-
-
-
-
-
-
-
Name
Chou-Chye Huang
De-Zhong Liu
Global View Co.,
Ltd.
Zhi-yuan Zhou
(Representative of Legal
Entity)
Chih-Hao Gong
Polunin Emerging
Markets Small Cap
Fund, LLC
Wen-Qin Lee
Standard Chartered
Bank Custody of
Credit Suisse First
Boston
International
The American
branch of JPMorgan
Chase Bank Taipei
is entrusted with the
custody of
Vanguard's
emerging market
stock index fund
investment account
Chase Managed
Advanced Starlight
Advanced General
International Stock
Index
Lingxu Investment
Co., Ltd.
Relationship with
related-parties
Name
Relationship
Global
View
-
Chou-Chye
Huang
Corporate
Director
-
Corporate
Director of
Global View
Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
46
3.9 Long-term Investment Ownership
Long-term
Investments (Note)
December 31st, 2020/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 %
58
34
37,324
29,949
14,892
3,979
Generalplus Technology
Sunplus Innovation
Technology
iCatch Technology Inc.
Sunplus mMedia Inc.
Jumplux Technology
Global View Co., Ltd.
EVERGREEN STEEL
CORP.
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
28
90
55
13
7
10
42
-
14
8
195
1000
1500
-
-
52,216
33,928
26,061
25,000
23,300
8,424
2500
48
66
35
100
97
13
-
47
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 09th, 2021
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
48
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
49
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 09th, 2021/Unit: shares
Total
Remark
591,994,919
0
608,005,081
1,200,000,000
Type
Common
Share
50
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 09th, 2021/Unit: share
Treasury
Stock
Total
2
276
0
0
0%
91,989
66,048 25,513,928 61,548,413 504,866,530
85.28%
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.
92,435
0
0 591,994,919
100.00%
10.40%
4.31%
168
0%
4.1.2 Distribution Profile of Shareholder Ownership – Common Share
April 09th, 2021/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
36,997
43,032
6,638
1,674
1,349
988
432
376
530
227
102
25
11
13
41
92,435
2,367,088
88,873,294
54,909,574
21,391,725
25,512,130
26,015,893
15,626,367
17,732,524
39,388,493
32,354,795
28,471,976
12,293,802
7,220,910
12,155,528
207,680,820
591,994,919
0.40%
15.01%
9.28%
3.61%
4.31%
4.39%
2.64%
3.00%
6.65%
5.47%
4.81%
2.08%
1.22%
2.05%
35.08%
100.00%
4.1.3 Distribution Profile of Shareholder Ownership – Preferred Shares
Not Applicable
51
4.1.4 Major Shareholders
Shareholding
Name
Chou-Chye Huang
De-Zhong Liu
Global View Co., Ltd.
Chih-Hao Gong
Polunin Emerging Markets Small Cap Fund, LLC
Wen-qin Li
Standard Chartered Bank Custody of Credit Suisse
First Boston International
The Vanguard Emerging Market Stock Index Fund
Investment Account of the Vanguard Group Company
Manager entrusted by JPMorgan Chase Bank Taipei
Branch
Chase Custody Advanced Starlight Advanced
Aggregate International Stock Index
Lingxu Investment Co., Ltd.
Shares Owned
Holding %
April 09th, 2021
92,737,817
13,045,795
10,038,049
7,962,160
7,511,825
7,000,000
5,464,000
15.67%
2.20%
1.70%
1.34%
1.27%
1.18%
0.92%
5,033,000
0.85%
4,518,752
3,559,996
0.76%
0.60%
4.1.5 Net Worth, Earnings, Dividends, and Market Price per Share
Year
2019
2020
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)
14.85
10.85
12.97
13.82
13.52
588,434,923
0.03
0.03
0.30(Note 6)
-
-
-
432.33
43.23
0.02
19.30
7.42
12.67
14.21
(Note 1)
588,434,923
0.55
(Note1)
(Note1)
(Note1)
(Note1)
(Note1)
23.04
(Note1)
(Note1)
Ended of
March 31st,
2021
32.00
17.20
25.02
14.60
(Note 1)
588,434,923
0.37
-
-
-
-
-
67.62
-
-
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$ 0.30 per share, and the surplus is calculated as surplus NT$ 0 per share, totaling NT$
0.30 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 2020
The company’s 2020 surplus distribution proposal was passed by the board of directors on March 29,
2021. The 2020 resolution allotment and distribution items are as follows (not yet approved by the
shareholders meeting):
52
(1) Provision of statutory surplus reserve of NT$32,889,399.
(2) Turnover special surplus reserve of NT$15,110,925
(3) Shareholders’ cash dividend of NT$311,093,330, calculated on the basis of the total number of
591,994,919 shares in circulation as of April 09, 2021, and a cash dividend of NT$0.5255 per share
c) 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) The proposed distribution of employee compensation and director compensation for 2020
approved by the board of directors
Approval by Board of Directors’ meeting on March 29, 2021, the company decided to distribute the
profits of 2020
Cash rewards to Employee NT$3,316,811
Cash bonus to Directors NT$4,975,216
c) No information on employee compensation and director compensation for the year 2019 was
allotted in the previous year
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
53
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, 2021
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
29,474,445 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
2020
January 1 to March 31, 2021
Highest
Lowest
Average
Highest
Lowest
Average
US$1.32
US$0.49
US$0.86
US$2.17
US$1.27
US$1.77
4.5 Employee Stock Options Plan
4.5.1 Issuance of Employee Stock Options and Its Impact to Shareholders Equity
4.5.2 Stock Option to Management Team and Top 10 Individual
4.6 Restricted Employees Stock
Not applicable
4.7 Mergers and Acquisitions
Not Applicable
V. Financial Plan & Implementation
Not Applicable
54
VI. Business Highlight
6.1 Business Activities
6.1.1 Business Scope
a) Major Business
CC01080 Manufacturing of electronic component
I501010 Product Designing
F401010 International Trading
I301010 Software Design Services
I301020 Data Processing Services
R&D, Manufacturing, Testing, Selling of
(1) ICs
(2) modules
(3) Application software
(4) IPs
(5) Trading and Agency Business of ICs
4 Product Segments and Sales Amount
Product Categories
Amount
Percentage %
2020
Unit: NT$K, %
IC income
Other
Total
6,084,210
329,930
6,414,140
94.86
5.14
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
55
(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 USB3.2 TYPE C
MediaHUB IC
(2) USB3.2 10Gbps x 2 PHY IP
(3) Front loading regulations MIPI APHY
TX/RX IP
Sunplus Innovation Technology
Jumplux Technology
6.1.3 Industry Overview
a) Industry Status and Exhibition
Although there will be interference from the epidemic in 2020, under the trend of working at home and
studying at home, Taiwan's semiconductors have reversed growth in semiconductor output due to the
long-term accumulated competitiveness and the appropriate control of the epidemic. In addition, the
vigorous development of 5G mobile phones and smart driving can drive the driving factors of
semiconductor demand in the future. Because perception, computing, and communication are the basic
requirements of AIoT, the application market for semiconductors in sensing, micro-processing and
communication will continue to expand. ITRI estimates that the top three IoT products in 2023 are smart
TVs, autonomous driving assistance systems (ADAS) and smart security monitors. The output value
reached 3.446 billion U.S. dollars, 2.802 billion U.S. dollars and 2.705 billion U.S. dollars, and the
compound annual growth rates from 2018 to 2023 were 7%, 199%, and 62%, respectively. In the face of
future market development trends, with 5G, AI, high-performance computing, automotive and other
related emerging semiconductor applications, various AI acceleration and collaboration chips required
from the cloud to the edge have been proposed, making the future of new architectures The development
trend of the chip will affect the development direction of the semiconductor industry and the transfer of
semiconductor application blocks.
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
56
Product development trends and competitive
situation
Sunplus continues to develop a single chip
(Display Audio SoC) in the IVI product line
that supports mobile phone interconnection
functions such as Apple CarPlay and Google
Android Auto. It is still the most
cost-optimized solution in the industry, except
for the first-generation USB wired
interconnection system solution. In 2020, a
WiFi wireless interconnection system will also
be developed. It is expected that in 2021,
customers will be able to pass Apple and
Google certifications to introduce mass
production. In 2021, SoCs with higher
computing power and machine learning
capabilities will be launched to realize smart
cockpit systems with DA and ADAS or digital
instruments. In the home audio-visual
entertainment segment, the SoundBar product
line continues to be developed based on DVD
player technology and customer base. 3D
surround sound fields (such as Dolby Atmos,
DTS:X and other technologies) have been
generally accepted by consumers. Sunplus has
a solid foundation for cooperation with Dolby
and DTS, and has successively launched
products that can support 3D sound fields. The
development strategy is to optimize the
system , Launching a more integrated SoC,
hoping to reduce the price of terminal products
and expand the penetration rate of 3D sound
field products. Sunplus also provides IP
licensing for high-speed interfaces, data
converters, and analogs. In addition, Sunplus
also launched the Plus1 architecture. The C+P
architecture developed by it solves the
problem that the advanced manufacturing
process of the semiconductor industry cannot
match the market volume. The C+P
architecture is the Computing Unit plus the
Peripheral Unit, and the Computing Unit uses
advanced computing units. The manufacturing
process and computing power can catch up
with the trend of the times, while the
peripheral units of Peripheral Unit use mature
manufacturing processes to achieve
reasonable development costs. Based on this
architecture, the industrial Linux SoC
development platform SP7021 has been
launched in 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
Generalplus
A. Educational learning platform
B. Smart interactive toy market
C. Wireless charging market
D. Driving recorder market
57
innovation.
C. Wireless charging market
In the product development, 15W products are
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 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.
Sunplus
Innovation
Technology
Image product line, used in
external network camera, NB
laptop built-in network camera
Jumplux
Technology
Front-loading regulations USB3.2
MediaHub IC Front-loading
regulations USB3.2 PHY IP
Front-loading regulations MIPI
APHY TX/RX IP.
6.1.4 Technology and Development
a) R&D expenditure
Year
2020
Ended March 31st, 2021
Unit: NT$K, %
1,623,728
25%
504,019
30%
Item
Expense
Percentage to Revenue
b) R&D Accomplishment
Company
Sunplus
Generalplus
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
platform
(8) ADAS system platform
(9) 3D surround sound field DSP and system
platform
(10) Plus1 architecture
(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
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
(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
58
(5) GPMQ series product development
(1) Low power consumption and high integration
NB Camera control IC
(2) Machine vision intelligent image
(3) 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
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) Front-mounted car
specification USB3.2
TYPE C MediaHUB IC
(2)USB3.2 10Gbps x 2
PHY IP
(3) MIPI APHY TX/RX IP
6.1.5 Business Plan
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 imported them into Japan, South Korea, and China. The current
terminal product sales area is mainly Japan , North America, South America, Southeast Asia, etc.
Affected by the epidemic in 2020, the global auto market has declined sharply, and light vehicle
sales have fallen by 15%. However, China's new car production and purchase demand has
recovered rapidly, and the aftermarket e-commerce demand has also increased. Recognizing and
responding to this development, in 2020, Sunplus will adjust its resources to give priority to
59
serving Chinese pre-installation and overseas post-installation first- and second-tier brand
customers. In 2021, it will continue to have mass production results. In terms of home soundbar
and audio products, we continue to maintain close cooperation with major audio and audio codec
manufacturers, integrate advanced audio processing technology on Sunplus’s system platform,
and promote it to international brand customers. Currently, it has been imported into Japan,
South Korea, North America, etc. Mass production for international brand customers. Dolby
Atmos and DTS:X SoC products will be developed in 2020. Brand customers will be introduced
in 2021 to complete the layout of medium and high-end products. In addition, there are also new
product development plans for low-end products, which are expected to start in 2022. Mass
production, can 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 2020 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 peripheral chips for pre-installed vehicles. At present, the top
ten customers account for about 100% of the total revenue. The customers are all Tier1 depot
customers, with a sound structure and low risk. Tier1 customers' pre-installed car products were
introduced into mass production. In the early days, the Sino-foreign joint venture brands of
Europe and the United States in the mainland were the main ones. Starting from 2021, the top
three domestic automakers in mainland China will also introduce their products into mass
production. In addition, the USB Media Hub SPD10X series planned in 2020 will be redesigned
to meet the needs of Tier1 customers for various brand models. Mass production will also be
launched on Tier1 customers in 2021. Bringing new camp sports to the scene.
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.
60
6.2 Market Status
6.2.1 Market Analysis
a) Market Analysis by Region
Area
Amount (NT$K)
Percentage (%)
2020
Unit: NT$K, %
Asia
Taiwan
Others
Total
b) Market Share
3,816,229
2,536,578
61,333
6,414,140
59.50
39.55
0.95
100.00
According to the statistics of the International Institute of Obstetrics and Gastronomy of the Industrial
Technology Research Institute, Taiwan’s IC industry output value in 2020 reached 3.222.2 billion yuan,
an increase of 20.9% over 2019, a record high. The output value of the IC design industry was 852.9
billion yuan, a growth of 23.1% compared to 2019; the IC manufacturing industry was 1.820.3 billion
yuan, a growth of 23.7% compared to 2019, of which foundry was 1.629.7 billion yuan, which was a
growth compared to 2019 24.2%, memory and other manufacturing was 190.6 billion yuan, up 19.4%
from 2019; IC packaging industry was 377.5 billion yuan, up 9% from 2019; IC testing industry was
171.5 billion yuan, up 11.1% from 2019. The company's combined revenue in 2020 is NT$6.41 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
market demand increases, sales will have the opportunity to grow year by year.
Company
Product
Demands
Sunplus
Car infotainment &ADAS
61
The automotive market in 2020
will decline compared to the
previous year. The severe
imbalance in semiconductor
supply caused by the epidemic
and the Sino-US trade conflict is
expected to not be significantly
eased in 2021. In 2021, it is
estimated that global demand for
new cars will grow by 10%
compared to 2020. However, the
uncertain factors are still the
development of the global
epidemic and the status of the
supply chain. Sunplus
Technology's mastery of the
supply chain is still at the
upper-middle level, and it is
cautiously optimistic about
maintaining the supply of
production capacity, and will
adjust the supply in more detail
based on the customer's material
preparation status.
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
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
Generalplus
Education and learning toys
Intelligent interactive toys
Wireless charging
62
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%.
Cameras are mainly used around
the platform. Camera demand has
great potential opportunities in
smart home appliances and new
retail. The company has invested
in research and development in
this high-end imaging product
direction to create new products
and applications suitable for
machine vision. In addition, it is
also actively increasing non-PC
related product lines, such as
wireless remote control of
high-speed camera and car
camera, 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
shipped, the current scene is also
actively invested Development
with related peripheral chips, such
as pre-installed car audio class AB
power amplifier chip, MIPI
Driving recorder market
Sunplus Innovation
Image signal processing chip
Jumplux
Front-loading peripheral market
63
APHY TX RX chip.
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.
(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
64
(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.
65
6.2.2 Product Applications and Development Flow
a) IC Development Flow
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
66
Product Spec.Product Spec.IC Design& LayoutIC Design& LayoutSystem Design& CodingSystem Design& CodingTape OutTape OutMask MakingWafer FoundryWaferC.P. TestingWaferC.P. TestingPackagingFinal TestingAfter SalesServiceAfter SalesServiceProduct Spec.Product Spec.IC Design& LayoutIC Design& LayoutSystem Design& CodingSystem Design& CodingTape OutTape OutMask MakingWafer FoundryWaferC.P. TestingWaferC.P. TestingPackagingFinal TestingAfter SalesServiceAfter SalesService
6.2.4 Major Customers and Suppliers in the Recent Two Years
a) Major Customers
2019
2020
End of March, 31, 2021
Unit: NT$K
Customer
Sales
Amount
% of
Total
Sales
Relation
with
Sunplus
Customer
Sales
Amount
% of
Total
Sales
Relation
with
Sunplus
Customer
Sales
Amount
% of
Total
Sales
Relation
with
Sunplus
A
B
D
Others
Net sales
844,237
651,715
468,794
3,521,914
5,486,660
15.39
11.88
8.54
64.19
100.00
No
No
No
A
C
B
Others
Net sales
1,011,656
790,658
697,017
3,914,809
6,414,140
15.77
12.33
10.87
61.03
100.00
No
No
No
C
A
B
Others
Net sales
278,850
272,785
174,276
972,416
1,698,327
16.42
16.06
10.26
57.26
100.00
No
No
No
b) Major Supplier
2019
2020
End of March, 31, 2021
Supplier
Purchasing
Value
% of Total
Purchasing
Relation with
Sunplus
Supplier
Purchasing
Value
% of Total
Purchasing
Relation
with Sunplus
Supplier
Purchasing
Value
% of Total
Purchasing
A
C
B
Others
Net purchase
762,121
188,444
145,227
818,577
1,914,369
39.81
9.84
7.59
42.76
100.00
No
No
No
A
C
B
Others
Net purchase
995,805
186,471
176,449
929,324
2,288,049
No
No
No
43.52
8.15
7.71
40.62
100.00
A
C
D
Others
Net purchase
252,156
42,457
22,993
318,016
635,622
39.67
6.68
3.62
50.03
100.00
Unit: NT$K
Relation
with
Sunplus
No
No
No
67
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.
547,812
17
547,829
-
-
-
2019
Output
Value
Capacity
3,041,599
22,248
3,063,847
Unit: thousand pcs, NT$K
2020
Output
723,493
2
723,495
-
-
-
Value
3,384,451
128
3,384,579
6.2.6 Sales
Product
IC income
Other ICs
Total
Year
2019
Unit: thousand pcs, NT$K
2020
Local
Export
Local
Export
Quantity
Sales
Quantity
Sales
Quantity
Sales
Quantity
Sales
189,589
-
189,589
1,940,267
15,969
1,956,236
363,463
-
363,463
3,170,477
385,617
3,556,094
282,310
-
282,310
2,478,845
57,733
2,536,578
432,105
137
432,242
3,361,454
516,108
3,877,562
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
2019
710
72
284
1,066
32.7
5.14
1%
40%
49%
6%
4%
100%
68
2020
739
71
280
1,090
36.9
6.88
1%
41%
47%
8%
3%
100%
End of
March 31, 2021
735
72
281
1,088
38.3
9.17
1%
40%
50%
6%
3%
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 2011 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
69
greenhouse gas emissions in the past three years (2018-2020)
are 4585.41, 4471.34 and 4,056.33 (tons-CO2 equivalent),
which belong to [Scope 1]. Direct emitters (such as official
vehicle fuel consumption and generator oil) are only About
0.0001% (2020 Scope 1 is 3.67 kg-CO2 equivalent). The rest
belong to [Scope 2], indirect emissions from purchased
electricity and other energy sources.
Sunplus is an IC design industry. More than 99.99% of
greenhouse gas emissions are
indirect emissions. The
emission sources mainly come from water and electricity
required by air conditioning and office lighting. The factory
monitoring system has made air conditioning equipment more
efficient. , And at the same time promote energy-saving
concepts and actions to colleagues, with the goal of reducing
more than 2% per year to reduce unnecessary waste. In recent
years, they have reached the standard. (Compared with 2019,
greenhouse gas emissions in 2020 will be significantly
reduced by 9.28%) In addition, it also actively strengthens
employees’ awareness of environmental protection, promotes
waste
reduction, recycling, energy saving and water
conservation, and saves energy and resource consumption, in
order to reduce the impact on the environment.
6.4.2 Working Environment
As a leading company in IC design, caring for and taking care
of the company’s workers is the company’s primary
responsibility. We provide facilities and environments that are
superior to occupational safety and health laws and regulations,
and set up dedicated organizations and personnel in
accordance with the law to implement environmental safety
and health management related matters. Relevant machinery
and equipment in employees' workplaces are subject to regular
automatic inspections in accordance with the law, and labor
working environment monitoring is implemented every six
months (April and October each year) to ensure the safety of
employees, the environment and equipment. The company
implements health inspections for general employees and
senior executives that are better than legal requirements every
year to ensure that every employee can grasp their own health
status. There is also a medical care room, where professional
70
doctors are stationed every two months to provide staff health
consultation services, and health promotion activities are
arranged from time to time. More importantly, we provide a
good breastfeeding room for working women, equipped with
refrigerators and electric breastfeeding equipment, and passed
the Hsinchu County workplace friendly nursing room
certification in 2015, so that every mother in need Work with
peace of mind; in 2020, it will be certified by the Occupational
Safety and Health Administration of the Ministry of Labor to
protect the physical and mental health of every colleague.
In addition, since April 2018, the company has promoted the
establishment of an occupational safety and health
management system. In 2019, it has obtained ISO45001: 2018
Occupational Health and Safety Management Systems and
CNS15506: 2011 (TOSHMS, Taiwan). Occupational Safety
and Health Management System) Taiwan Occupational Safety
and Health Management System, two Occupational Safety and
Health Management System certifications; in response to the
revision of TOSHMS to CNS45001, it has been applied for
conversion to the new version on 2019/12/26 and passed the
verification.
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
2023/02/09
ISO45001:2018
2019/02/25
2022/02/24
TOSHMS
(CNS15506:2011)註
TOSHMS
(CNS45001:2018)
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.
71
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.
72
6.5.5 Loss from Controversy between Labor and
Management
None
Term
Contract
6.6 Important Contracts
Counter
Party
Hsinchu
Science Park
Administration
Hsinchu
Science Park
Administration
Lease of
office
Lease of
Land
1995/8/01-2034/12/31
2019/01/01~2023.12.31 Lease of office
Content
Restriction
Lease of Land
Self-use
-
Only
license
Generalplus
Only
license
Generalplus
Only
license
Generalplus
Only
license
Generalplus
Licensing ARM Limited
2007.12.27 ~
Licensing ARM Limited
2010.06.01 ~
ARM7
TDMI-Score
CORETEX-A8
Score
Licensing ARM Limited
2008.03.09 ~
ARM926EJ-Score
Licensing ARM Limited
2016.03.09~
ARM
CORTEX –M0
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)
End of
Unit: NT$K
73
Item
Current Assets
Fixed Assets
Intangible Assets
Other Assets
Total Assets
2016
2017
2018
2019
2020
March 31,
2021
(Note 3)
8,792,142 8,561,910 6,638,302 5,940,147 6,777,941 6,887,267
2,265,910 2,164,154 2,052,359 1,968,803 1,971,252 1,948,088
352,220
3,379,946 2,557,784 3,057,802 3,404,584 3,542,805 3,858,210
14,629,022 13,479,979 11,926,984 11,489,767 12,620,589 13,045,785
176,233
191,024
178,521
196,131
328,591
Current
Liabilities
Before
Distribution 3,045,403 2,190,116 1,684,729 1,342,416 1,824,672 1,723,533
After
Distribution 3,134,084 2,517,667 1,684,729 1,342,416
574,660
(Note 2)
962,032
(Note 2)
776,916
895,442
374,649
646,578
Non-Current Liabilities
Total
Liabilities
Before
Distribution 3,940,845 2,836,694 2,059,378 1,917,076 2,601,588 2,685,565
After
Distribution 4,029,526 3,164,245 2,059,378 1,917,076
(Note 2)
(Note 2)
Equity Attributed to
Shareholder of the
parent
Capital Stock
Capital Surplus
9,024,254 8,966,236 8,465,942 8,178,533 8,413,763 8,643,725
5,919,949 5,919,949 5,919,949 5,919,949 5,919,949 5,919,949
501,727
594,432
911,110
500,820
835,241
801,398
Retain
Earnings
Before
Distribution 2,012,196 2,336,709 2,250,839 1,988,579 2,317,473 2,535,048
After
Distribution 1,923,515 2,009,158 2,250,839 1,988,579
(Note 2)
(Note 2)
Unrealized Gain (Loss)
on Financial
Merchandise
Cumulative translation
adjustments
Unrealized Net Loss on
the Costs of Pensions
Total
Equity
Before
Distribution
After
Distribution
244,400
(62,262)
(442,843)
(261,026)
(261,078)
(249,598)
(63,401)
(63,401)
(63,401)
(63,401)
(63,401)
(63,401)
1,663,923 1,677,049 1,401,664 1,394,158 1,605,238 1,716,495
10,688,177 10,643,285 9,867,606 9,572,691 10,019,001 10,360,220
10,599,496 10,315,734 9,867,606 9,572,691
(Note 2)
(Note 2)
Note 1: Figures are audited by adopting IFRSs
Note 2: The 2020 year surplus distribution proposal is yet to be
74
approved by the shareholders meeting
Note 3: Figures are reviewed by CPA adopting IFRSs
75
7.1.2 Balance Sheet by adopting IFRSs- Standalone
Year
Recent 5 Years (Note 1)
Unit: NT$K
2016
2017
2018
2019
2020
Item
Current Assets
Fixed Assets
Intangible Assets
Other Assets
Total Assets
Current
Liabilities
Before
Distribution
After
Distribution
Non-Current Liabilities
Total
Liabilities
Before
Distribution
After
Distribution
Equity Attributed to
Shareholder of the
parent
Capital Stock
Capital Surplus
Retain
Earnings
Before
Distribution
After
Distribution
Unrealized Gain (Loss)
on Financial
Merchandise
Cumulative translation
adjustments
Unrealized Net Loss on
the Costs of Pensions
Total
Before
722,145
68,497
3,267,397 2,942,735 1,909,420 1,292,316 1,555,277
682,943 687,187 688,706 700,554
86,258 243,470
62,141
6,465,991 6,055,212 6,268,285 6,663,491 6,826,298
10,524,030 9,743,031 8,951,387 8,730,771 9,325,599
471,763
312,929
898,923
413,663
604,818
86,495
987,604
932,369
413,663
600,853
1,499,776
171,977
776,795
71,782
485,445
1,588,457 1,104,346
485,445
312,929 （Note
2）
440,073
911,836
239,309
552,238
552,238 （Note
2）
5,919,949 5,919,949 5,919,949 5,919,949 5,919,949
500,820
801,398
2,012,196 2,336,709 2,250,839 1,988,579 2,317,473
594,432
835,241
911,110
1,923,515 2,009,158 2,250,839 1,988,579 （Note
2）
(62,262) (442,843) (261,026) (261,078)
244,400
(63,401)
(63,401)
(63,401)
(63,401)
(63,401)
-
-
-
-
-
9,024,254 8,966,236 8,465,942 8,178,533 8,413,763
76
Year
Recent 5 Years (Note 1)
2016
2017
2018
2019
2020
Item
Equity
Distribution
After
Distribution
8,953,573 8,638,685 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 2020 surplus distribution table is yet to be approved by the
shareholders meeting
77
7.1.3 Condensed Income Statement adopting IFRSs
-Consolidated
Unit: NT$K
Year
Item
Net Sales
Gross Profit
(Loss)
Income from
Operation
(Loss)
Non-operating
Income
(Expense)
Income
(Loss)Before
Tax
Income (Loss)
From
Operations of
Continued
Segments
(Loss)
Income (Loss)
From
Operations of
Discontinued
Segments
Consolidated
Net Income
(Loss)
Other
comprehensive
income (Loss)
for the period,
net of income
tax
2016
Recent 5 Years (Note 1)
End of
March
31, 2021
(Note 2)
7,556,045 6,820,237 6,077,733 5,486,660 6,414,140 1,698,327
843,980
2019
2020
2018
2017
3,202,488 2,736,766 2,429,384 2,348,905 2,925,096
236,391
47,185
(89,790)
131,741
516,167
121,560
129,776
587,470
293,780
112,479
268,571
261,356
366,167
634,655
203,990
244,220
784,738
382,916
272,506
551,228
142,323
174,752
618,827
317,479
-
-
-
-
-
-
272,506
551,228
142,323
174,752
618,827
317,479
(113,556) (320,167) (131,361) (102,073)
5,718
8,722
78
Year
Recent 5 Years (Note 1)
2016
2017
2018
2019
2020
624,545
5,616
10,962
15,309
72,679
158,950
120,187
421,458
231,061
Item
Total
Comprehensive
Income (Loss)
for the Period
Net Profit
(Loss)
Attributable to:
Owner of the
Company
Net Profit
(Loss)
Attributable to:
Non-controlling
interests
Total
Comprehensive
Income (Loss)
Attributable to:
Owner of the
Company
Total
Comprehensive
Income (Loss)
Attributable to:
Non-controlling
interests
Earnings per
share (Loss)
Note 1: Figures are audited for the past-5 years by CPA adopting IFRSs
Note 2: Figures are audited by adopting IFRSs.
109,174 (120,733)
(77,049)
129,770
121,887
152,319
136,707
159,443
132,373
149,728
131,695
26,577
0.72
0.03
0.20
0.01
323,403
295,424
297,632
0.55
326,913
End of
March
31, 2021
(Note 2)
326,201
217,575
99,904
229,055
97,146
0.37
79
7.1.4 Condensed Income Statement adopting IFRSs
-Standalone
Year
Recent 5 Years (Note 1)
Unit: NT$K
2016
2017
2018
2019
2020
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:
Owner of the
Company
1,904,224 1,365,802 1,238,780 1,235,269 1,168,660
482,591
429,308
767,713
(79,166) (273,494) (239,614) (269,444) (352,417)
473,255
499,903
200,242 694,952 247,374 289,540 676,322
121,076
421,458
7,760
20,096
323,905
120,187
421,458
5,616
15,309
323,403
-
-
-
-
-
120,187
421,458
5,616
15,309
323,403
(93,610) (312,284) (126,349)
(92,358)
3,510
26,577 109,174 (120,733) (77,049) 326,913
120,187
421,458
5,616
15,309
323,403
80
326,913
-
-
-
-
-
-
26,577
(77,049)
109,174 (120,733)
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
0.72
0.03
0.20
0.01
-
-
-
-
0.55
81
7.1.5 Auditors’ Opinions
Year
2016
2017
2018
2019
2020
Lin,
CPA
Zheng-Zhi Lin, Shu-Jay
Huang
Zheng-Zhi
Shu-Jay Huang
Zheng-Zhi
Yu-Feng Huang
Zheng-Zhi
Yu-Feng Huang
Zheng-Zhi
Mei-Zhen Cai
Lin,
Lin,
Lin,
Audit Opinion
An unqualified opinion
An unqualified opinion
An unqualified opinion
An unqualified opinion
An unqualified opinion
82
7.2 Financial Analysis for recent 5 years
7.2.1 Financial Analysis (consolidated by IFRSs)
Unit: NT$K
Recent 5 years (Note 1)
Year
201
6
201
7
201
8
201
9
202
0
Analysis Item
Capita
l
Struct
ure
Debts ratio (%)
Long-term fund to
Property, plant and
equipment (%)
Current ratio (%)
Quick ratio (%)
Liquid
ity
26.9
3
495.
04
288.
70
251.
00
21.0
4
17.2
6
503.
31
480.
79
390.
93
319.
47
394.
02
326.
66
16.6
8
486.
21
442.
49
368.
28
20.6
1
518.
65
371.
46
304.
99
Times interest earned
(times)
1,02
0.20
2,51
9.94
956.
27
1,08
2.81
5,08
3.72
End
of
Mar
ch
31,
2021
(Not
e 2)
20.5
8
551.
32
399.
60
325.
49
11,1
25.5
1
58
66
65
59
69
60
4.18 4.37 3.99 3.97 4.30 3.67
5.29 5.49 5.64 6.17 6.29 6.06
Average collection
turnover (times)
Average collection days
Inventory turnover
(times)
Payment turnover (times) 6.23 5.60 6.03 7.49 8.69 7.11
Average inventory
turnover days
Fixed assets turnover
(times)
Property, plant and
equipment turnover
(times)
Return on total assets (%) 2.02 4.07 1.27 1.66 5.23 2.49
Return on stockholders’ 2.48 5.16 1.38 1.79 6.31 3.11
2.59 3.07 2.88 2.74 3.25 3.46
0.50 0.48 0.47 0.47 0.53 0.52
99
87
92
91
83
85
Operat
ing
Perfor
mance
Profita
bility
83
equity (%)
Profit before tax to
paid-in capital (%)
(Note 8)
Profit after tax to net
sales (%)
Earnings per share (NT$) 0.20 0.72 0.01 0.03 0.55 0.37
3.60 8.08 2.34 3.17 9.64
3.44 4.12
13.2
5
10.7
2
18.6
9
6.46
6.19
Cash flow ratio (%)
Cash flow adequacy ratio
(%) (Note3)
Cash flow reinvestment
ratio (%)
Operating leverage
40.6
9
54.3
6
4.08
11.5
4
14.3
7
77.5
0
Not
e 4
49.6
6
Financial leverage
1.20 2.25
16.8
5
56.7
1
Not
e 4
Not
e 5
Not
e 5
48.5
4
81.5
9
43.4
1
79.2
8
8.30
64.6
5
2.44 3.85 1.10
15.9
8
5.24 5.96
1.23 1.03 1.03
Cash
Flow
Lever
age
Variation Analysis 2020 vs. 2019
1. The increase in the ratio of liabilities to assets was mainly due to the
increase in long-term loans this year.
2. The increase in interest protection multiples was mainly due to the
increase in net profit before income tax and interest expenses for the
year.
3. The increase in return on assets and return on equity was mainly due
to the increase in net profit after tax caused by the increase in operating
profits this year.
4. The increase in the ratio of pre-tax net profit to paid-in capital, net
profit ratio, and earnings per share was mainly due to the increase in net
profit after tax due to the increase in operating profit this year.
5. The increase in cash reinvestment ratio was mainly due to the
increase in net cash flow from operating activities this year.
6. The decrease in operating leverage was mainly due to the increase in
operating profit this year.
Note 1: Figures have been audited by adopting IFRSs.
Note 2: Figures 1Q’21ave been audited by adopting IFRSs.
Note 3: Cash flow adequacy ratio of 2016~2017 is calculated based on the
data by Taiwan GAAP.
Note 4: Figures not listed due to cash flow from operating less than cash
dividends.
Note 5: Figures not listed due to operating loss.
84
Note 6: 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
Year
Recent 5 years (Note 1)
Analysis Item
2016
2017
2018
2019
2020
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
14.25
7.97
5.42
6.32
9.77
1,322.92 1,327.52 1,231.97 1,187.52 1,230.27
363.47 486.54 461.58 412.97 329.67
319.86 426.00 393.47 315.12 246.63
687.97 5,155.27
259.53
396.35 5,199.26
4.26
4.95
6.65
7.88
7.44
86
74
55
46
49
3.23
3.34
3.03
2.77
2.38
8.57
6.33
6.61
8.61
8.18
85
(times)
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
113
109
120
132
153
2.59
1.94
1.80
1.79
1.68
0.17
0.13
0.13
0.13
0.12
1.25
4.22
0.10
0.23
3.63
1.29
4.68
0.06
0.18
3.89
2.04
7.11
0.13
0.33
5.47
6.31
30.85
0.45
1.23
27.67
0.20
0.72
0.01
0.03
0.55
86.72
51.41
54.00
36.66
20.98
84.41
137.53
92.68
88.14
64.21
2.49
0.15 Note 5 Note 5 Note 5
Note 3 Note 3 Note 3 Note 3 Note 3
Profitability
Cash Flow
Leverage
86
Financial
leverage
Note 3 Note 3 Note 3 Note 3 Note 3
Variation Analysis 2017 vs. 2016
(1) The increase in the ratio of liabilities to assets was mainly due to the
increase in long-term loans this year.
(2) The decrease in current ratio and quick ratio was mainly due to the
increase in accounts payable.
(3) The increase in interest protection multiples was mainly due to the
increase in net profit before tax this year.
(4) The increase in return on assets and return on equity was mainly due to the
increase in the profit and loss share of subsidiaries and affiliates that adopted
the equity method during the year, which resulted in an increase in net profit
after tax.
(5) The increase in the ratio of net profit before tax to paid-in capital, net
profit ratio and earnings per share was mainly due to the increase in the profit
and loss share of subsidiaries and affiliates that adopted the equity method
during the year, which resulted in the increase in net profit after tax.
(6) The decrease in cash flow ratio and allowable cash flow ratio was 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
= 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
3. Operating Performance Analysis
87
(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
(7) Total Assets
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
= 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
= (Net Sales – Operating Expenses &
Cost)/Operating Income (Note4)
88
(2) Financial Leverage = 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 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.
89
7.3 Audit Committee’s Report
Sunplus Technology Co., Ltd.
Audit Committee’s Report
The board of directors prepares the company’s 2020 business report,
financial statements, and surplus distribution proposals, etc. The
Deloitte & Touche CPA firm has audited the financial statements, and
issued an audit report. The above-mentioned business report, financial
statement and surplus distribution proposal have been checked by the
review committee and found that there is no discrepancy. According to
Article14-4of Securities Exchange Law and Article 219 of the
Company Law, I hereby submit this report.
To Sunplus 2021 Annual General Shareholders’ Meeting
Sunplus Technology Co., Ltd.
Audit Committee
Convener,
Che-Ho Wei
March 29th, 2021
90
7.4 Consolidated Financial Statements and
Auditors' Audit Report
Sunplus Technology Company Limited
and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2020 and 2019 and
Independent Auditors’ Report
91
Sunplus Technology Company Limited
and Subsidiaries
Consolidated Financial Statements for the
Years Ended December 31, 2020 and 2019 and
Independent Auditors’ Report
92
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, 2020 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 29, 2021
- 1 -
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Sunplus Technology Company Limited
Opinion
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its
consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial
Reports by Securities Issuers and 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, 2020. 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.
The key audit matters identified in the Goup’s consolidated financial statements for the year ended December 31, 2020 is as
follows:
Validity of Revenue from Specific Customers
Integrated circuit chip sales accounted for 95% of the Group’s total revenue. In particular, some of the customers whose
revenue has grown significantly carry a higher risk related to the validity of sales revenue. Therefore, we deemed revenue
recognition as a key audit matter. For detailed disclosure of revenue, refer to Notes 4 and 23 to the accompanying
consolidated financial statements.
Our audit procedures performed in respect of the above key audit matter included the following:
1. We understood the related internal control and operating procedures in the Company’s sales transaction cycle, and we
evaluated and confirmed the operating effectiveness of the related 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 occurrence of the revenue.
- 2 -
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, 2020 and 2019 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.
- 3 -
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, 2020 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 audits resulting in this independent auditors’ report are Cheng-Chih Lin and Mei-Chen Tsai.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 29, 2021
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.
- 4 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(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 receivable and accounts receivable, net (Notes 4, 5, 9, 23 and 34)
Other receivables (Notes 4 and 34)
Inventories (Notes 4 and 10)
Other financial assets - current (Notes 17 and 35)
Other current assets (Notes 17 and 34)
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, 13 and 35)
Right-of-use assets (Notes 4 and 14)
Investment properties (Notes 4 and 15)
Intangible assets (Notes 4 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 35)
Other non-current assets (Note 17)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 18 and 35)
Contract liabilities - current (Note 23)
Accounts payable (Note 19)
Current tax liabilities (Notes 4 and 25)
Lease liabilities - current (Notes 4 and 14)
Deferred revenue - current (Notes 4, 20 and 28)
Current portion of long-term bank borrowings (Note 18)
Other current liabilities (Note 20)
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Note 18)
Lease liabilities - non-current (Notes 4 and 14)
Deferred revenue - non-current (Notes 4, 20 and 28)
Net defined benefit liabilities - non-current (Notes 4 and 21)
Guarantee deposits (Note 34)
Other liabilities (Note 20)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 22 and 31)
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings (accumulated deficits)
Total retained earnings
Other equity
Treasury shares
2020
2019
Amount
%
Amount
%
$
$
3,400,482
901,857
1,204,798
57,982
861,050
240,334
111,438
27
7
10
-
7
2
1
3,020,628
1,090,679
832,633
28,159
759,211
119,920
88,917
26
10
7
-
7
1
1
6,777,941
54
5,940,147
52
1,064,261
192,528
719,696
1,971,252
229,277
1,015,544
328,591
33,037
4,440
272,167
11,855
8
1
6
16
2
8
3
-
-
2
-
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
-
5,842,648
46
5,549,620
48
$ 12,620,589
100
$ 11,489,767
100
$
314,209
26,181
450,216
155,138
12,506
46,098
25,000
795,324
$
3
-
4
1
-
1
-
6
323,626
24,912
352,155
52,169
11,885
1,568
-
576,101
3
-
3
1
-
-
-
5
1,824,672
15
1,342,416
12
205,000
219,510
58,300
60,319
219,942
13,845
776,916
2
2
-
-
2
-
6
-
230,251
58,015
64,258
213,579
8,557
574,660
-
2
-
1
2
-
5
2,601,588
21
1,917,076
17
5,919,949
500,820
47
4
5,919,949
594,432
52
5
13
2
3
18
1,712,390
276,189
328,894
2,317,473
(261,078)
(63,401)
(2)
(1)
1,942,388
308,452
(262,261)
1,988,579
(261,026)
(63,401)
17
2
(2)
17
(2)
(1)
Total equity attributable to owners of the Company
8,413,763
66
8,178,533
71
NON-CONTROLLING INTERESTS (Notes 4, 11, 22 and 31)
1,605,238
13
1,394,158
12
Total equity
TOTAL
10,019,001
79
9,572,691
83
$ 12,620,589
100
$ 11,489,767
100
The accompanying notes are an integral part of the consolidated financial statements.
- 5 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2020
2019
Amount
%
Amount
%
NET OPERATING REVENUE (Notes 4, 23 and 34)
$ 6,414,140
100
$ 5,486,660
100
OPERATING COSTS (Notes 10 and 24)
3,489,044
54
3,137,755
57
GROSS PROFIT
2,925,096
46
2,348,905
43
OPERATING EXPENSES (Notes 24 and 34)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain (Note 9)
297,145
488,247
1,623,728
(154)
5
8
25
-
237,703
498,466
1,481,269
(73)
5
9
27
-
Total operating expenses
2,408,966
38
2,217,365
41
OTHER OPERATING INCOME AND EXPENSES
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES (Notes 4,
14, 24, 28 and 34)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit (loss) of associates
Total non-operating income and expenses
37
516,167
24,052
117,804
126,748
(15,746)
15,713
268,571
-
8
-
2
2
-
-
4
201
131,741
24,578
131,538
1,127
(24,849)
(19,915)
112,479
PROFIT BEFORE INCOME TAX
784,738
12
244,220
INCOME TAX EXPENSE (Notes 4 and 25)
165,911
2
69,468
NET PROFIT FOR THE YEAR
618,827
10
174,752
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
Share of the other comprehensive income (loss) of
associates accounted for using the equity method
6,780
(3,215)
7,231
-
-
-
4,864
(21,444)
3,789
-
2
-
2
-
-
-
2
4
1
3
-
-
-
(Continued)
- 6 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2020
2019
Amount
%
Amount
%
Items that may be reclassified subsequently to profit or loss
(Notes 4 and 22):
Exchange differences on translating the financial
statements of foreign operations
$
(7,150)
-
$
(84,888)
Share of other comprehensive income (loss) of
associates accounted for using the equity method
Other comprehensive income (loss) for the year, net
of income tax
2,072
5,718
-
-
(2)
-
(4,394)
(102,073)
(2)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
$
624,545
10
$
72,679
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
$
323,403
295,424
$
5
5
15,309
159,443
$
618,827
10
$
174,752
$
326,913
297,632
$
5
5
(77,049)
149,728
$
624,545
10
$
72,679
$
$
0.55
0.55
$
$
0.03
0.03
1
-
3
3
(2)
3
1
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 7 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(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, 2019
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
(Thousands)
Amount
Capital Surplus
Legal Reserve
Special Reserve
Compensated)
Foreign Operations
Income
Treasury Shares
Total
Interests
Total Equity
Appropriation of 2018 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 cash dividends from capital surplus
Difference between the consideration and carrying amount of subsidiaries during
actual disposal or acquisition
Changes in percentage of ownership interest in 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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,709
(213,118 )
162
-
-
-
-
1,281
-
-
562
-
-
-
-
-
-
-
-
-
-
-
-
-
241,173
(562 )
(241,173 )
-
-
-
-
(3,394 )
15,309
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,339
(79,905 )
(17,792 )
20,648
(79,905 )
(17,792 )
-
-
(279,514 )
-
-
-
-
-
279,514
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,709
(213,118 )
162
(3,394 )
-
-
-
-
-
-
-
-
-
-
4,709
(213,118 )
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
Appropriation of 2019 earnings
Legal reserve used to cover accumulated deficits
Special reserve
Changes in capital surplus from investments in associates accounted for using the
equity method
Issuance of cash dividends from capital surplus
-
-
-
-
-
-
-
-
-
-
15,786
(177,598 )
(229,998 )
-
-
-
-
(32,263 )
229,998
32,263
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15,786
(177,598 )
-
-
-
-
-
-
15,786
(177,598 )
- 8 -
Difference between the consideration and carrying amount of subsidiaries during
actual disposal or acquisition
Changes in percentage of ownership interest in subsidiaries
Net profit for the year ended December 31, 2020
Other comprehensive income (loss) for the year ended December 31, 2020, net of
income tax
Total comprehensive income (loss) for the year ended December 31, 2020
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
67,132
-
-
-
-
1,068
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(183 )
323,403
-
-
-
6,846
(9,243 )
330,249
(9,243 )
-
-
(1,172 )
-
-
-
2,112
-
-
5,907
5,907
-
-
1,172
-
-
-
-
-
-
-
-
69,244
(183 )
-
-
69,244
(183 )
323,403
295,424
618,827
3,510
2,208
5,718
326,913
297,632
624,545
1,068
-
1,068
-
-
(86,552 )
(86,552 )
-
-
BALANCE AT DECEMBER 31, 2020
591,995
$
5,919,949
$
500,820
$
1,712,390
$
276,189
$
328,894
$
(228,023 )
$
(33,055 )
$
(63,401 )
$
8,413,763
$
1,605,238
$
10,019,001
The accompanying notes are an integral part of the consolidated financial statements.
- 9 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(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 at fair value through profit
or loss
Finance costs
Interest income
Dividend income
Compensation costs of share-based payments
Share of profits of associates
Gain on disposal of property, plant and equipment
Gain on disposal of intangible assets
(Gain) loss on disposal of subsidiaries
Net (gain) loss on foreign currency exchange
Unrealized loss on transactions with associates and joint ventures
Gain on lease modification
Changes in operating assets and liabilities:
Decrease (increase) in trade receivables
Decrease in other receivables
Decrease (increase) in inventories
Increase in other current assets
Increase in net defined benefits assets - non-current
Increase (decrease) in trade payables
Increase in contract liabilities
Decrease in deferred revenue
Increase in other current liabilities
Increase (decrease) in defined benefits liabilities - non-current
Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
2020
2019
$
784,738
$
244,220
301,074
89,948
(154)
(122,742)
15,746
(24,052)
(29,412)
9,408
(15,713)
(28)
-
(7,795)
(16,092)
2,541
(9)
(377,153)
5,655
(101,839)
(13,530)
(3,277)
97,960
1,269
(1,559)
216,960
2,841
814,785
19,314
41,756
(16,509)
(67,225)
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)
Net cash generated from operating activities
792,121
651,653
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at FVTOCI
Proceeds from the sale of financial assets at FVTOCI
Purchase of financial assets at FVTPL
Proceeds from the sale of financial assets at FVTPL
Acquisition of associates
Net cash outflow on acquisition of subsidiaries (Note 29)
(10,004)
2,628
(1,447,591)
1,687,133
(2,500)
-
-
25,990
(1,588,698)
1,572,327
-
(48,215)
(Continued)
- 10 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
Proceeds from disposal of subsidiaries
Payments for property, plant and equipment
Proceeds from the disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Proceeds from disposal of intangible assets
Payments for investment properties
Decrease (increase) on other financial assets
2020
2019
$
(866) $
(194,880)
590
(842)
3,004
(249,613)
-
(5,073)
(196,789)
(744)
(138,970)
4,239
(459)
1,871
(78,623)
484
(1,488)
10,909
Net cash used in investing activities
(414,803)
(241,377)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from long-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
Partial disposal of interests in subsidiaries without a loss of control
Decrease (increase) in non-controlling interests
-
(26,656)
230,000
-
19,918
(4,987)
(13,308)
2,014
(176,530)
(139,531)
101,014
12,000
15,000
-
-
(248,544)
22,168
(33,729)
(11,303)
4,758
(211,837)
(157,520)
-
(2,184)
Net cash generated from (used in) financing activities
3,934
(623,191)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH
HELD IN FOREIGN CURRENCIES
(1,398)
(2,178)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
379,854
(215,093)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
3,020,628
3,235,721
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$
3,400,482
$
3,020,628
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 11 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Sunplus Technology Company Limited (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, 2020:
Sunplus Technology
Company
13.69%
2.09%
100%
100%
100%
100%
100%
100%
55%
92.55%
58.21%
34.30%
100%
100%
100%
Sunplus HK
Ventureplus
Sunplus
Venture
Lin Shih
Sunplus
Jumplux
mMobile
Technology
Award
Glory
Sunplus
Management
100%
Consulting
Sunny
Fancy
100%
Ventureplus
Mauritius
7.64%
Sunplus
2.60%
mMedia
100%
100%
100%
100%
100%
62.50%
Giant Best
Worldplus
Giant
Giant Rock
Ventureplus
Genki Tek
Kingdom
Cayman
44.85%
100%
Lingyao
Technology
Co., Ltd.
(Shenzhen)
$
51.47%
100%
100%
100%
100%
Sunplus App
Sunplus
Sunplus
Sunplus
SunMedia
Technology
Technology
Prof-tek
Shanghai
Technology
Co., Ltd.
(Beijing)
(Shenzhen)
43.33%
56.67%
100%
Chongqing
%
CQPlus1
Jsilicon
Technology
Sunext
42.08%
Sunplus
Innovation
5.64%
Generalplus
Wei-Young
Russell
Magic Sky
100%
Generalplus
Samoa
100%
Generalplus
Mauritius
100%
100%
Generalplus
Shenzhen
Generalplus
HK
89.76%
The consolidated financial statements are presented in the Group’s functional currency, the New Taiwan dollar.
Technology Co.,
Co., Ltd.
2. APPROVAL OF FINANCIAL STATEMENTS
Ltd.
The consolidated financial statements were approved by the Company’s board of directors and authorized for issue on
March 29, 2021.
- 12 -
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a. Initial application of 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) Amendment to IFRS 16 “Covid-19-Related Rent Concessions”
The Group elected to apply the practical expedient provided in the amendment to IFRS 16 with
respect to rent concessions negotiated with the lessor as a direct consequence of the COVID-19. The
related accounting policies are stated in Note 4. Before the application of the amendment, the Group
shall determine whether the abovementioned rent concessions shall be accounted for as lease
modifications.
The Group applied the amendment from January 1, 2020. Because the abovementioned rent concessions
affect only in 2020, retrospective application of the amendment has no impact on the retained earnings
as of January 1, 2020.
b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021
New IFRSs
Effective Date
Announced by IASB
Amendments to IFRS 4 “Extension of the Temporary Exemption from
Effective immediately upon
Applying IFRS 9”
promulgation by the IASB
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate
January 1, 2021
Benchmark Reform - Phase 2”
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)
“Annual Improvements to IFRS Standards 2018-2020”
Amendments to IFRS 3 “Reference to the Conceptual Framework”
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
To be determined by IASB
an Investor and its Associate or Joint Venture”
January 1, 2023
IFRS 17 “Insurance Contracts”
Amendments to IFRS 17
January 1, 2023
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” January 1, 2023
Amendments to IAS 1 “Disclosure of Accounting Policies”
Amendments to IAS 8 “Definition of Accounting Estimates”
Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)
January 1, 2022 (Note 4)
Intended Use”
Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”
January 1, 2022 (Note 5)
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or
after their respective effective dates.
- 13 -
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial
liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The
amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or
after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1
“First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning
on or after January 1, 2022.
Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the
beginning of the annual reporting period beginning on or after January 1, 2022.
Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and
condition necessary for them to be capable of operating in the manner intended by management on or
after January 1, 2021.
Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on
January 1, 2022.
Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January
1, 2023.
Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies
that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
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, 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, 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, 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, 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 over an associate, 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, 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.
- 14 -
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.
3) Amendments to IAS 1 “Disclosure of Accounting Policies”
The amendments specify that the Group should refer to the definition of material to determine its
material accounting policy information to be disclosed. Accounting policy information is material if
it can reasonably be expected to influence decisions that the primary users of general purpose
financial statements make on the basis of those financial statements. The amendments also clarify
that:
accounting policy information that relates to immaterial transactions, other events or conditions
is immaterial and need not be disclosed;
the Group may consider the accounting policy information as material because of the nature of
the related transactions, other events or conditions, even if the amounts are immaterial; and
not all accounting policy information relating to material transactions, other events or
conditions is itself material.
The amendments also illustrate that accounting policy information is likely to be considered as
material to the financial statements if that information relates to material transactions, other events
or conditions and:
a) the Group changed its accounting policy during the reporting period and this change resulted in
a material change to the information in the financial statements;
b) the Group chose the accounting policy from options permitted by the standards;
c) the accounting policy was developed in accordance with IAS 8 “Accounting Policies, Changes
in Accounting Estimates and Errors” in the absence of an IFRS that specifically applies;
d) the accounting policy relates to an area for which the Group is required to make significant
judgements or assumptions in applying an accounting policy, and the Group discloses those
judgements or assumptions; or
e) the accounting is complex and users of the financial statements would otherwise not understand
those material transactions, other events or conditions.
4) Amendments to IAS 8 “Definition of Accounting Estimates”
The amendments define that accounting estimates are monetary amounts in financial statements that
are subject to measurement uncertainty. In applying accounting policies, the Group may be required
to measure items at monetary amounts that cannot be observed directly and must instead be
estimated. In such a case, the Group uses measurement techniques and inputs to develop accounting
estimates to achieve the objective. The effects on an accounting estimate of a change in a
measurement technique or a change in an input are changes in accounting estimates unless they
result from the correction of prior period errors.
- 15 -
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:
Assets held primarily for the purpose of trading;
Assets expected to be realized within 12 months after the reporting period; and
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:
Liabilities held primarily for the purpose of trading;
Liabilities due to be settled within 12 months after the reporting period; and
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.
- 16 -
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 disposed of during the period are included in the consolidated
statement of comprehensive income from the effective dates of disposal, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies into line with those of the Group.
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
non-controlling interests even if this results in the non-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 non-controlling interests are adjusted to reflect the changes in their relative interests in
the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted
and the fair value of the consideration paid or received is recognized directly in equity and attributed to
the owners of the Company.
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 item denominated in a foreign currency and measured at historical cost is stated at the
reporting currency as originally translated from the foreign currency.
For the purpose of presenting consolidated financial statements, the financial statements of the
Company’s foreign operations (including subsidiaries and associates) that are prepared using functional
currencies which are different from the currency of the Company are translated into the presentation
currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates
prevailing at the end of the reporting period; and income and expense items are translated at the average
exchange rates for the period. The resulting currency translation differences are recognized in other
comprehensive income (attributed to the owners of the Company and non-controlling interests as
appropriate).
- 17 -
On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign
operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation
that includes a foreign operation of which the retained interest becomes a financial asset), all of the
exchange differences accumulated in equity in respect of that operation attributable to the owners of the
Company 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.
- 18 -
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 is recognized in the Group’s consolidated financial statements only to the extent of interests in
the associate that is not related to the Group.
h. Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost less
accumulated depreciation and accumulated impairment loss.
The depreciation of property, plant and equipment is recognized using the straight-line method. Each
significant part is depreciated separately. The estimated useful lives, residual values and depreciation
methods 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.)
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 (referred to as “cash-generating units”) that are 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 whenever there is an indication that the unit may be impaired, by comparing its carrying
amount, including the attributed 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
- 19 -
recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is
allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to
the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss
is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed 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 lives, residual values, and
amortization methods are reviewed at the end of each reporting period, with the effect of any
changes in the estimates accounted for on a prospective basis.
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 property, plant and equipment, right-of-use asset, and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and
equipment, right-of-use asset 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 the Group 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 issuance 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.
- 20 -
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
Financial assets 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 respectively; 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 33: 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 with original maturities within 12 months from the
date of acquisition, 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.
- 21 -
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.
- 22 -
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
Provisions are measured at the best estimate of the discounted cash flows of the consideration required
to settle the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding 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
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
- 23 -
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 lessee’s incremental borrowing rate will be used.
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.
The Group requested the lessor for rent subsidy as a direct subsidy of the Covid-19 to change the lease
payments. There is no substantive change to other terms and conditions. The Group elects to apply the practical
expedient to all of the rent subsidy and, therefore, does not assess whether the rent subsidy are lease
modifications. Instead, the Group recognizes the reduction in lease payment in profit or loss as a deduction of
expenses of variable lease payments.
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 related to income are recognized in other income on a systematic basis over the
periods in which the Group recognizes as expenses the related costs that the grants intend to
compensate.
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 are received.
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.
- 24 -
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
1) Restricted shares for employees granted to employees
The fair value at the grant date of the restricted shares for employees is expensed on a straight-line
basis over the vesting period, based on the Group’s best estimates of the number of shares or
options that are expected to ultimately vest, with a corresponding increase in non-controlling
interests. The expense is recognized in full at the grant date if the grants are vested immediately.
The grant date of issued ordinary shares for cash which are reserved for employees is the date on
which the board of directors approves the transaction.
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 the considerations
received should be returned if employees resign in the vesting period, the amounts espected to be
returned 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 retained earnings and capital surplus -
restricted shares for employees.
At the end of each reporting period, the Group revises its estimate of the number of restricted shares
for employees that are expected to vest. The impact of the revision of the original estimates is
recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a
corresponding adjustment to non-controlling interests.
t. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 25 -
1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according
to the applicable tax laws of each tax jurisdiction.
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 Group considers the economic implications of the COVID-19 when making its critical accounting
- 26 -
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.
Key Sources of Estimation Uncertainty
a. Estimated impairment of financial assets
The provision for impairment of trade receivables 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.
6. CASH AND CASH EQUIVALENTS
Cash on hand
Checking accounts and demand deposits
Cash equivalent
Time deposits in banks
December 31
2020
2019
$
5,781
1,168,558
$
6,065
769,510
2,226,143
2,245,053
$ 3,400,482
$ 3,020,628
The market rate intervals of cash in bank and bank overdrafts at the end of the reporting period were as follows:
December 31
2020
2019
Bank balance
0.001%-2.025%
0.001%-2.25%
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
- Domestic unlisted shares
- Domestic listed shares
Hybrid financial assets
Non-derivative financial assets
December 31
2020
2019
$
$
641,575
204,719
52,743
987,692
45,904
41,960
- Securities listed in the ROC and other countries - CB
2,820
15,123
$
901,857
$ 1,090,679
(Continued)
December 31
2020
2019
- 27 -
Financial liabilities at FVTPL – non-current
Financial assets classified as at FVTPL
Non-derivative financial assets
- Domestic and foreign unlisted shares
- Private funds
- Domestic and foreign listed shares
- Mutual funds
$
$
686,366
327,856
35,190
14,849
658,431
260,140
33,755
75,119
$ 1,064,261
$ 1,027,445
(Concluded)
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Non-current
Domestic and foreign investments
Unlisted shares
Listed shares
9. NOTES AND TRADE RECEIVABLE, NET
December 31
2020
2019
$
99,767
92,761
$
98,915
90,472
$ 192,528
$ 189,387
December 31
2020
2019
Notes receivable
Notes receivable - operating
$
-
$
300
Trade receivables
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Trade receivable
1,204,901
(103)
1,204,798
832,662
(329)
832,333
$ 1,204,798
$
832,633
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 prepared by reference to the past default experience of
the customer, the customer’s current financial position, economic condition of the industry in which the customer
operates, as well as the industry outlooks. As the Group’s historical credit loss experience does not show significantly
- 28 -
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 evidence indicating that the debtor is in severe financial difficulty
and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to
engage in enforcement activity to attempt to recover the receivables due. 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, 2020
Not Overdue
Overdue
1- 60 days
Overdue
61-90 days
Overdue
91-120 days
Overdue 121
days or More
Total
Gross carrying amount
Loss allowance (Lifetime ECLs)
$ 1,204,689
-
$
$
-
-
$
-
-
$
-
-
212
(103 )
$ 1,204,901
(103 )
Amortized cost
$ 1,204,689
$
-
$
-
$
-
$
109
$ 1,204,798
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
Loss allowance (Lifetime ECLs)
$ 832,233
-
$
$
90
-
$
-
-
$
-
-
339
(329 )
$ 832,662
(329 )
Amortized cost
$ 832,233
$
90
$
-
$
-
$
10
$ 832,333
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1
Add: Net remeasurement of loss allowance
Less: Amounts written off
Foreign exchange gains and losses
Balance at December 31
10. INVENTORIES
Finished goods
Work in progress
Raw materials
For the Year Ended December 31
2020
2019
$
329
(154)
(73)
1
$
504
(73)
(76)
(26)
$
103
$
329
December 31
2020
2019
$ 272,667
378,943
209,430
$ 307,179
281,042
170,990
$ 861,050
$ 759,211
The costs of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 were
$3,403,174 thousand and $3,053,155 thousand, respectively.
The costs of inventories recognized as costs of goods sold for the years ended December 31, 2020 and 2019 were as follows:
For the Year Ended December 31
2020
2019
- 29 -
Inventory write - downs
Income from scrap sales
11. SUBSIDIARIES
$
(6,567)
81
$ (16,192)
103
$
(6,486)
$ (16,089)
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
2020
2019
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
100.00
100.00
100.00
100.00
100.00
100.00
92.55
58.21
34.30
100.00
100.00
100.00
89.76
100.00
55.00
100.00
100.00
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
-
-
-
-
-
-
-
-
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
-
-
-
-
-
-
-
-
Ventureplus Cayman
Ytrip Technology
Web research and development
-
38.47
Sunplus and its subsidiaries had a
90.71% stake in Ytrip on December
31, 2019. The liquidation of Ytrip
Technology was completed on June
23, 2020. Please refer to Note 30.
Sunplus App Technology
Manufacturing and sale of
51.47
53.85
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
- 30 -
-
-
-
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
-
-
(Continued)
- 31 -
Name of Investor
Name of Investee
Main Businesses and Products
2020
2019
Note
Sunplus Technology (Shanghai)
Ytrip Technology
Web research and development
-
44.08
Sunplus and its subsidiaries had a
Percentage of Ownership
December 31
Jsilicon Technology
Software Development and IC
100.00
100.00
Chongqing CQPlus1 Technology
Software Development and IC
56.67
55.00
Design
Design
90.71% stake in Ytrip on December
31, 2019. The liquidation of Ytrip
Technology was completed on June
23, 2020. Please refer to Note 30.
-
-
Sunplus Prof-tek (Shenzhen)
Chongqing CQPlus1 Technology
Software Development and IC
43.33
45.00
Sunplus and its subsidiaries owned
Design
100% of the equity in Chongqing
Shuangxin Co., Ltd.
Ytrip Technology
Cculture Communication
Web Development and sale
-
100.00
The liquidation of 1culture
Communication was completed on
May 29, 2020. Please refer to Note
30.
Sunplus Venture
Jumplux Technology
Design of ICs
42.08
42.08
Sunplus and its subsidiaries owned
Han Young Technology Co.
Design of ICs
-
-
The liquidation of Han Young
97.08% of the equity in Jumplux
Technology.
Technology Co. was completed on
November 15, 2019. Please refer to
Note 30.
Sunplus mMedia
Design of ICs
7.64
7.64
Sunplus and its subsidiaries owned
100% of the equity in Sunplus
mMedia.
Sunplus Innovation
Design of ICs
5.64
5.64
Sunplus and its subsidiaries owned
65.94% of the equity in Sunplus
Innovation
Genki Tek Technology Co., Ltd.
Development of computer
62.50
-
The establishment registration was
software
completed on March 6, 2020
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
Sunplus mMedia
Design of ICs
2.60
2.60
Sunplus and its subsidiaries owned
100% of the equity in Sunplus
mMedia.
Sunplus Innovation
Design of ICs
2.09
2.09
Sunplus and its subsidiaries owned
65.94% of the equity in Sunplus
Innovation.
Generalplus
Generalplus Samoa
Generalplus Samoa
Generalplus Mauritius
Investment
Investment
Generalplus Mauritius
Generalplus Shenzhen
Design of IC product
development, after sales service
and market research
Award Glory
Sunny Fancy
Generalplus HK
Sales
Sunny Fancy
Giant Kingdom
Giant Rock
Investment
Investment
Investment
WORLDPLUS HOLDINGS
Investment
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
-
-
-
-
-
-
-
-
- 32 -
Sunny Fancy
Giant Best Ltd. (Giant Best)
Investment
100.00
100.00
At the end of December 2020, the
L.L.C. (Worldplus)
Giant Kingdom
Ytrip Technology
Web research and development
-
8.16
Sunplus and its subsidiaries had a
establishment registration was
completed, but capital was not
injected yet.
90.71% stake in Ytrip on December
31, 2019. The liquidation of Ytrip
Technology was completed on June
23, 2020. Please refer to Note 30.
Giank Rock
Sunplus App Technology
Manufacturing and sale of
44.85
42.31
Sunplus and its subsidiaries owned
computer software; system
integration services and
information management and
education
96.32% of the equity in Sunplus
App.
Worldplus
Lingyao Technology
Software development and rental
100.00
100.00
-
sales
(Concluded)
The financial statements as of and for the years ended December 31, 2020 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.
- 33 -
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
2020
2019
52.01%
34.06%
52.01%
31.14%
Refer to attachment 6 for registered countries and company information:
Profits Attributed to
Non-controlling Interests
For the Year Ended
December 31
2020
2019
Non-controlling Interests
December 31
2020
2019
Company Name
Generalplus Technology Inc.
Sunplus Innovation Technology
$
146,699
151,224
$
116,295
42,243
$ 1,123,045
462,772
$ 1,075,166
308,951
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
2020
2019
$ 3,920,778
825,984
1,128,870
198,684
$ 3,190,003
790,554
792,198
214,644
$ 3,419,208
$ 2,973,715
$ 1,833,391
1,585,817
$ 1,589,598
1,384,117
$ 3,419,208
$ 2,973,715
For the Year Ended December 31
2020
2019
$ 4,723,614
$ 3,580,874
$
749,706
3,156
$
359,235
(19,486)
Total other comprehensive income
$
752,862
$
339,749
Equity attributable to:
Owners of the Company
Non-controlling interests
$
451,783
297,923
$
200,697
158,538
$
749,706
$
359,235
(Continued)
For the Year Ended December 31
2020
2019
- 34 -
Total other comprehensive income attributable to:
Owners of the Company
Non-controlling interests
$
452,808
300,054
$
191,123
148,626
$
752,862
$
339,749
Cash flows
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on the balance of cash held in foreign
$
currencies
$
792,458
(320,928)
(314,595)
512,134
57,606
(304,255)
3,465
1,452
Net cash inflow (outflow)
$
160,400
$
266,937
Dividend paid to non-controlling interests
$
(139,531)
$
(157,520)
(Concluded)
12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Investments in associates
a.
Investments in associates
Listed companies
Global View Co., Ltd.
iCatch Technology
Autsys Co., Ltd.
Yizhiliang Accelerator Co., Ltd.
December 31
2020
2019
$ 719,696
$ 695,028
December 31
2020
2019
$ 346,011
300,118
71,439
2,128
$ 297,640
320,180
77,208
-
$ 719,696
$ 695,028
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
Global View Co., Ltd.
iCatch Technology
Autsys Co., Ltd.
Yizhiliang Accelerator Co., Ltd.
December 31
2020
2019
13%
35%
16%
25%
13%
36%
16%
-
Refer to Table 6 following these Notes to Consolidated Financial Statements for information on the associates’
business types, main operating locations and registered countries.
Fair values (Level 1) of investments in associates with available published price quotations are summarized as
follows:
Name of Associate
December 31
2020
2019
- 35 -
Global View, Co., Ltd.
$ 317,657
$ 239,889
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
Revenue
Loss for the period
Comprehensive income
Group’s share of profits of associates
December 31
2020
2019
$ 2,739,685
298,421
$
$ 2,438,751
313,348
$
For the Year Ended December 31
2020
2019
$
$
$
$
913,154
(83,932)
351,451
15,713
$ 1,088,383
(5,711)
$
(14,131)
$
(19,915)
$
The financial statements as of and for the years ended December 31, 2020 of the above associates expect Yizhiliang
Accelerator Co., Ltd., were audited by the auditors. The management of the Company believes that the financial
statements of Yizhiliang Accelerator Co., Ltd. will not be subject to major adjustments if it were audited.
13. PROPERTY, PLANT AND EQUIPMENT
a. Assets used by the Group
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, 2020
$ 2,338,519
$ 187,290
$
10,428
$ 517,417
$
5,873
$ 250,019
$
1,480
$
23,847
$
19,202
$ 3,354,075
Additions
Disposals
Reclassified
Consolidated changes
Effect of exchange rate
440
5,670
2,900
143,007
341
41,746
490
-
-
-
(6,260 )
4,073
-
-
-
-
(15,559 )
(1,661 )
(23,400 )
-
-
-
-
1,200
(3,031 )
-
-
-
109
(33 )
-
-
4,372
199,075
-
(46,913 )
(5,273 )
-
-
(3,031 )
changes
26,289
(6,275 )
8,161
(5,754 )
54
2,227
1,153
223
(1,145 )
24,933
Balance at December 31, 2020
$ 2,365,248
$ 184,498
$
21,489
$ 639,111
$
4,607
$ 268,761
$
3,123
$
24,146
$
17,156
$ 3,528,139
Accumulated depreciation
Balance at January 1, 2020
$ 555,243
$ 143,222
$
7,229
$ 448,652
$
4,018
$ 205,424
$
1,239
$
20,245
$
-
$ 1,385,272
Depreciation expense
52,292
18,410
2,232
116,637
715
21,478
455
Disposals
Consolidated changes
Effect of exchange rate
-
-
(6,260 )
-
-
-
(15,538 )
(1,384 )
(23,136 )
-
-
(3,016 )
-
-
599
(33 )
-
212,818
(46,351 )
(3,016 )
changes
8,801
(5,230 )
3,151
(2,087 )
45
2,044
(9 )
1,449
-
8,164
Balance at December 31, 2020
$ 616,336
$ 150,142
$
12,612
$ 547,664
$
3,394
$ 202,794
$
1,685
$
22,260
$
-
$ 1,556,887
Carrying amounts at
$ 1,748,912
$
34,356
$
8,877
$
91,447
$
1,213
$
65,967
$
1,438
$
1,886
$
17,156
$ 1,971,252
- 36 -
December 31, 2020
(Continued)
- 37 -
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
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 )
-
-
-
-
-
-
-
-
10,493
2,501
-
-
234
(39 )
9,900
137,256
-
(253,726 )
-
(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 31, 2019
$ 1,783,276
$
44,068
$
3,199
$
68,765
$
1,855
$
44,595
$
241
$
3,602
$
19,202
$ 1,968,803
(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
1-6 years
4-10 years
1-6 years
5 years
3-10 years
Refer to Note 35 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
December 31
- 38 -
Carrying amounts
Land
Buildings
Transportation equipment
2020
2019
$ 209,100
19,730
447
$ 215,922
25,098
894
$ 229,277
$ 241,914
- 39 -
Additions to right-of-use assets
Depreciation charge for right-of-use assets
Land
Buildings
Transportation equipment
For the Year Ended December 31
2020
2019
$
$
2,924
6,856
8,765
447
$
$
3,989
6,859
6,454
361
$
16,068
$
13,674
Income from the subleasing of right-of-use assets (presented in other
income)
$
1,137
$
1,093
Except for the aforementioned addition and recognized depreciation, the Group did not have significant sublease or
impairment of right-of-use assets during the nine months ended December 31, 2020 and 2019.
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
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
2020
2019
$
12,506
$ 219,510
$
11,885
$ 230,251
December 31
2020
2.39%
2019
2.39%
1.575%-5.000%
1.575%-4.750%
1.575%
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 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.
The Group did not enter into significant lease contracts in the year ended December 31, 2019 and 2020. Because of
the market conditions severely affected by COVID-19 in 2020, the Group requested the lessor for rent subsidy. The
lessor agreed to provide unconditional 20% rent reduction from January 1 to December 31, 2020. The Group
recognized in profit or loss the impact of rent concessions of $832 thousand (presented in a deduction of expenses of
variable lease payments) for the year of 2020.
- 40 -
d. Subleases
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
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
December 31
2020
2019
$
-
$
1,153
For the Year Ended December 31
2020
2019
$
$
$
6,530
444
22,636
$
$
$
11,343
2,282
30,995
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.
15. INVESTMENT PROPERTIES
Cost
Completed
Investment
Properties
Right-of-use
Assets
Total
Balance at January 1, 2020
Additions
Effect of exchange rate differences
$ 1,401,007
5,073
23,026
$
98,867
-
1,654
$ 1,499,874
5,073
24,680
Balance at December 31, 2020
$ 1,429,106
$
100,521
$ 1,529,627
Accumulated depreciation
Balance at January 1, 2020
Depreciation expense
Effect of exchange rate differences
$
430,601 $
69,808
8,724
2,476 $
2,308
94
433,077
72,188
8,818
Balance at December 31, 2020
$
509,133
$
4,950
$
514,083
Carrying amount at December 31, 2020
$
919,973
$
95,571
$ 1,015,544
(Continued)
- 41 -
Cost
Balance at January 1, 2019
Additions
Effect of acquisition of subsidiary
Effect of exchange rate differences
Completed
Investment
Properties
Right-of-use
Assets
Total
$
$ 1,400,135
1,488
52,074
(52,690)
102,702
-
-
(3,835)
$ 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
Carrying amount at December 31, 2019
$
970,406
$
96,391
$ 1,066,797
(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 do not have bargain purchase options to acquire the
investment properties at the expiry of the lease periods.
The maturity analysis of lease payments receivable under operating leases of investment properties is as follows:
Year 1
Year 2
Year 3
December 31
2020
2019
$ 197,870
164,577
96,344
$ 216,645
136,228
96,651
$ 458,791
$ 449,524
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 fair value of the investment properties of Lingyao Technology Co., Ltd. in Shenzhen assesed in 2020 and 2019 had been determined on the basis of
valuations carried out on December 31, 2020 and 2019 by Suzhou Fengzheng Renhe Estate Land Assets Appraisal Co., Ltd. and Guanhong Real Estate
Appraisers Office, respectively. The valuation was arrived at by reference to the income approach. The significant unobservable inputs used include
discount rates; the fair value as appraised is as follows:
Fair value
December 31
2020
2019
$ 45,471
$ 37,900
The fair value of the investment properties of SunMedia Technology assesed in 2020 and 2019 had been determined on
the basis of valuations carried out on December 31, 2020 and 2019 by Sichuan Zongli Real Estate Land Assets
Evaluation Co., Ltd. The valuation was arrived at by reference to the income approach. The significant unobservable
inputs used include discount rates; the fair value as appraised is as follows:
- 42 -
December 31
2020
2019
Fair value
$ 1,192,093
$ 1,182,963
The fair value of the investment properties of Sunplus Technology (Shanghai) Co., Ltd. assessed in 2020 and 2019 had
been determined on the basis of valuations carried out on December 31, 2020 and 2019 by Suzhou Feng-Zheng
Valuation Firm. The valuation was arrived at by reference to the income approach. The significant unobservable inputs
used include discount rates; the fair value as appraised is as follows:
Fair value
$ 2,374,398
$ 2,295,816
December 31
2020
2019
16. INTANGIBLE ASSETS
Cost
For the Year Ended December 31, 2020
Technology
License Fees
Software
Patents
Goodwill
Total
Balance at January 1
Additions
Decrease
Effect of exchange rate differences
Consolidated changes
$ 809,249
218,688
(41,842)
517
-
$ 312,600
23,140
(5,680)
433
(5,232)
$ 114,494
2,000
-
4
-
$
30,596
-
-
-
-
$ 1,266,939
243,828
(47,522)
954
(5,232)
Balance at December 31
$ 986,612
$ 325,261
$ 116,498
$
30,596
$ 1,458,967
Accumulated amortization
Balance at January 1
Amortization expense
Decrease
Effect of exchange rate differences
Consolidated changes
$ 583,858
65,167
(41,842)
347
-
$ 289,553
23,277
(5,680)
313
(3,418)
$
84,582
1,504
-
2
-
$
-
-
-
-
-
$ 957,993
89,948
(47,522)
662
(3,418)
Balance at December 31
$ 607,530
$ 304,045
$
86,088
$
-
$ 997,663
Accumulated deficit
Balance at December 31
$ 111,136
$
-
$
21,577
$
-
$ 132,713
Carrying amounts at December 31,
2020
$ 267,946
$
21,216
$
8,833
$
30,596
$ 328,591
- 43 -
For the Year Ended December 31, 2019
Technology
License Fees
Software
Patents
Goodwill
Total
Cost
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
Accumulated deficit
Balance at December 31
$ 111,136
$
-
$
21,577
$
-
$ 132,713
Carrying amounts at December 31,
2019
$ 114,255
$
23,047
$
8,335
$
30,596
$ 176,233
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 depreciation by function
Selling and marketing expenses
General and administrative expenses
Research and development expenses
1-10 years
1-10 years
8-18 years
For the Year Ended December 31
2020
2019
$
232
3,677
86,039
$
106
5,894
71,812
$
89,948
$
77,812
- 44 -
17. OTHER ASSETS
Current
Other financial assets
Pledged time deposits (a)
Time deposits (b)
Restricted assets (d)
Other assets
Prepaid technical licensing fee
Prepayments for EDA tools
Others
Non-current
Other financial assets
Pledged time deposits (a)
Time deposits (c)
Other assets
Refundable deposits
Others
December 31
2020
2019
$ 113,920
82,213
44,201
$ 119,920
-
-
$ 240,334
$ 119,920
$
18,032
21,141
72,265
$
9,103
21,374
58,440
$ 114,438
$
88,917
$
35,809
236,358
$
10,899
129,150
$ 272,167
$ 140,049
$
4,055
7,800
$
6,247
7,800
$
11,855
$
14,047
a. Refer to Note 35 for information on pledged time deposits.
b. Sunplus Technology (Shanghai) Company, Lingyao Company, Sunplus Prof-tek (Shenzhen) Company and Sunplus
Technology (Beijing) Company made a fixed deposit of RMB$18,783 thousand at banks on December 31, 2020.
The deposit period of time deposit is 6 months to 1 year, and interest can be charged at a certain interest rate during
the deposit period.
c. Shanghai Technology (Shanghai) Company , Lingyao Company and Shenzhen Lingjia Company made certificates
of deposit of RMB$54,000 thousand and RMB$30,000 at the bank on December 31, 2020, and on December 31,
2019, respectively. The deposit period of the certificates of deposit is 2 to 3 years and 3 years respectively, and
interest can be charged at a certain interest rate during the deposit period.
d. Refer to Note 28 for information on restricted assets.
- 45 -
18. BORROWINGS
Short-term borrowings
Secured borrowings
Bank loans
Unsecured borrowings
Bank loans
December 31
2020
2019
$
97,102
$ 120,130
217,107
203,496
$ 314,209
$ 323,626
The range of weighted average effective interest rates on bank loans was 0.716%-2.800% and 1.745%-3.000% per
annum at December 31, 2020 and 2019, respectively.
Long-term borrowings
The borrowings of the Group were as follows:
Maturity Date
Significant Covenant
2020
2019
December 31
Floating rate borrowings
Unsecured bank borrowings
2025.08.21
Repayable quarterly from November 2021, the
$
200,000
$
Unsecured bank borrowings
2023.10.13
Repayable semiannually from October 2022,
30,000
the loan was repaid on maturity
loan was repaid on maturity
Less: Current portion
Long-term borrowings
(25,000 )
$
205,000
$
-
-
-
-
The interval of effective borrowing rates as of December 31, 2020 was 1.250%-1.320%.
In addition, in accordance with the provisions of the loan contract, the Group’s consolidated financial statements for the
year ended 2020 are subject to current ratio, debt ratio, interest coverage ratio, etc., but they are not included in the
examination of default items. The Group's financial ratios are in compliance with the contract requirements.
19. TRADE PAYABLES
Accounts payable
Payable - operating
December 31
2020
2019
$ 450,216
$ 352,155
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.
- 46 -
20. OTHER LIABILITIES
Current
Other payables
Payables for salaries or bonuses
Refund liabilities
Payables for employees’ compensation and remuneration of directors
Payable for royalties
Labor/health insurance
Payables for purchases of equipment
Payables for labor costs
Commissions payable
Others
December 31
2020
2019
$ 464,201
75,313
73,815
68,250
27,106
8,005
7,195
6,591
64,848
$ 299,871
46,591
46,467
46,676
26,629
5,552
6,105
6,920
91,290
$ 795,324
$ 576,101
Deferred revenue
Deferred revenue
Arising from government grants (Note 28)
$
46,098
$
1,568
Non-current
Other payable
Long-term payables
Payables for purchases of equipment
Decommissioning liabilities
Others
$
6,484
4,940
889
1,532
$
4,470
3,198
889
-
$
13,845
$
8,557
Deferred revenue
Arising from government grants (Note 28)
$
58,300
$
58,015
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.
- 47 -
b. Defined benefit plans
The defined benefit plans adopted by the Company, Generalplus, Sunplus Innovation and Jumplux
Technology in accordance with the Labor Standards Act is operated by the government of the ROC.
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 amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans
are as follows:
December 31
2020
2019
Present value of funded defined benefit obligation
Fair value of plan assets
$ 244,805
(188,926)
$ 267,360
(204,475)
Net liabilities arising from defined benefit obligation
$
55,879
$
62,885
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)
$ 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
(Continued)
- 48 -
Present Value of
Funded Defined
Benefit
Obligation
Fair Value of
Plan Assets
Net Defined
Benefit Liabilities
(Assets)
$ 267,360
$ 204,475
$
62,885
Balance at January 1, 2020
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
563
2,556
3,119
-
2,240
(1,441)
(1,502)
(703)
-
(24,971)
-
1,973
1,973
5,980
-
-
-
5,980
1,469
(24,971)
563
583
1,146
(5,980)
2,240
(1,441)
(1,502)
(6,683)
(1,469)
-
Balance at December 31, 2020
$ 244,805
$ 188,926
$
55,879
(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
2020
2019
$
121
114
317
482
$
155
176
431
936
Net liability arising from defined benefit obligation
$
1,034
$
1,698
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.
- 49 -
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
2020
2019
0.30%-0.80%
3.625%-5.00%
0%-28%
0.80%-1.00%
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,
2020
December 31,
2019
$
$
$
$
(6,559)
6,818
27,669
(24,291)
$
$
$
$
(7,703)
8,014
32,682
(28,567)
The above sensitivity analysis 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 will occur in isolation of one
another as some of the assumptions may be correlated.
Expected contributions to the plan for the next year
$
1,170
$
4,024
Average duration of the defined benefit obligation
13-16 years
13-16 years
December 31
2020
2019
22. EQUITY
a. Share capital
1) Ordinary shares:
December 31
2020
2019
Shares authorized (in thousands of shares)
Value of authorized shares
Number of shares issued and fully paid (in thousands)
Shares issued and fully paid
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 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
- 50 -
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 (ticker: SUPD) with an
issuance price of US$9.57 per unit. As of December 31, 2020, the outstanding 175 thousand units of
GDRs represented 350 thousand ordinary shares.
b. Capital surplus
December 31
2020
2019
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
$
18,497
157,423
$ 196,095
157,423
207,316
140,184
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
46,307
71,277
45,239
55,491
$ 500,820
$ 594,432
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-(h).
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 of earnings for 2019 approved in the shareholders’ meeting on June 10, 2019, as follows:
- 51 -
Legal reserve
Special reserve
For Year 2018
$
562
$ 241,173
The appropriations of earnings for 2020 approved in the shareholders’ meeting on June 12, 2020, as follows:
Special reserve reversed
Legal reserve deficits compensated
For Year 2019
32,263
$
$ 229,998
The Company’s shareholders resolved in the shareholders’ meetings on June 12, 2020, June 10, 2019 to issue and
cash dividends of $177,598 thousand and $213,118 thousand from the capital surplus, respectively.
The earnings distribution proposal for 2020 in the board of directors meeting proposed on March 29, 2021 as
follows:
Legal reserve
Special reserve reversed
Cash dividend
Cash dividend per share (NT$)
For the Year
2020
32,889
$
$
15,111
$ 311,093
0.53
$
The appropriation of earnings for 2020 is subject to resolution in the shareholders’ meeting to be held on June 7,
2021.
d. Special reserve
Beginning at January 1
Appropriations to the special reserve
Special reserve reversed
Balance at December 31
For the Year Ended December 31
2020
2019
$ 308,452
-
(32,263)
$ 62,279
241,173
-
$ 276,189
$ 308,452
- 52 -
e. Other equity items
1) Exchange differences on translating the financial statements of foreign operations:
Balance at January 1
Exchange differences on translating foreign operations
Share of exchange differences of associates accounted for using
equity method
Reclassification adjustments
Disposal of foreign operations
For the Year Ended December 31
2020
2019
$ (218,780)
(1,032)
$ (138,875)
(75,511)
2,072
(4,394)
(10,283)
-
Balance at December 31
$ (228,023)
$ (218,780)
2) Unrealized gain (loss) from investments in equity instruments measured at FVTOCI:
Balance at January 1
Current
Unrealized gain (loss)
Share of unrealized gain (loss) on associates accounted for using
the equity method
Cumulative unrealized gain (loss) of equity instruments transferred
to retained earnings due to disposal
Disposal of partial interests in subsidiaries
For the Year Ended December 31
2020
2019
$
(42,246)
$ (303,968)
(1,354)
(20,881)
7,261
1,172
2,112
3,089
279,514
-
Balance at December 31
$
(33,055)
$
(42,246)
f. Non-controlling interests
Balance at January 1
Attributable to non-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
Cash dividends from subsidiaries
Non-controlling interests related to outstanding vested share options
Disposal of partial interests in subsidiaries
Equity instruments held by the employees of subsidiaries
Others
For the Year Ended December 31
2020
2019
$ 1,394,158
$ 1,401,664
295,424
4,165
(1,861)
(96)
(139,531)
12,000
31,770
9,408
(199)
159,443
(9,377)
(563)
225
(157,520)
-
-
-
286
Balance at December 31
$ 1,605,238
$ 1,394,158
- 53 -
g. Treasury shares
Purpose of Buyback
Number of shares as of January 1, 2019
Decrease
Number of shares as December 31, 2019
Number of shares as of January 1, 2020
Decrease
Number of shares as December 31, 2020
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:
Purpose of Buyback
December 31, 2020
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
$ 65,148
December 31, 2019
Lin Shin Investment Co., Ltd
3,560
$ 63,401
$ 48,238
The subsidiaries holding treasury shares, however, are bestowed shareholders’ rights, except the rights to participate
in any share issuance for cash and to vote.
23. REVENUE
Revenue from the sale of goods
Rental income from property
Other
a. Contract information
Revenue from the sale of goods
For the Year Ended December 31
2020
2019
$ 6,084,210
230,273
99,657
$ 5,085,074
265,330
136,256
$ 6,414,140
$ 5,486,660
IC products are sold to agents and customers. The Group 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 Group recognizes the amount and the liabilities
for refunds (accounted for as other current liabilities).
Other income
- 54 -
Other income mainly comes from software development and royalties.
b. Contract balances
December 31,
2020
December 31,
2019
January 1,
2019
Trade receivables (Note 9)
$ 1,204,798
$
832,633
$
954,030
Contract liabilities - current
$
26,181
$
24,912
$
7,511
c. Disaggregation of revenue
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.
Interest income
Bank deposits
Others
Reportable Segments
Direct Sales
2020
2019
$ 3,816,229
2,536,578
61,333
$ 3,474,148
1,955,083
57,429
$ 6,414,140
$ 5,486,660
$ 6,176,425
237,715
$ 5,210,466
276,194
$ 6,414,140
$ 5,486,660
For the Year Ended December 31
2020
2019
$
24,052
-
$
24,536
42
$
24,052
$
24,578
- 55 -
b. Other income
Dividend income
Subsidy income (Note 28)
Others
c. Other gains and losses
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 (loss) on disposal of subsidiary
Others
d. Finance costs
Interest on bank loans
Interest on lease liabilities
Other finance costs
e. Depreciation and amortization
An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating expenses
For the Year Ended December 31
2020
2019
$
29,412
40,135
48,257
$
28,815
27,107
75,616
$ 117,804
$ 131,538
For the Year Ended December 31
2020
2019
$ 122,742
(10,900)
7,795
7,711
$
17,879
(27,640)
(43)
10,931
$ 126,748
$
1,127
For the Year Ended December 31
2020
2019
$
7,527
5,555
2,664
$ 15,721
5,674
3,454
$ 15,746
$ 24,849
For the Year Ended December 31
2020
2019
$
79,253
221,821
$
81,393
201,161
$ 301,074
$ 282,554
$
89,948
$
77,812
- 56 -
f. Operating expenses directly related to investment properties
Direct operating expenses from investment property that generated rental
income
$ 85,869
$ 77,547
For the Year Ended December 31
2020
2019
g. 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
2020
2019
$ 1,661,037
$ 1,494,942
46,178
1,034
47,212
9,408
35,402
45,278
1,698
46,976
-
30,602
Total employee benefit expense
$ 1,753,059
$ 1,572,520
An analysis of employee benefit expense by function
Operating costs
Operating expenses
$
101,951
1,651,108
$
98,052
1,474,468
$ 1,753,059
$ 1,572,520
h. Employees’ compensation and remuneration of directors and supervisors
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, 2020 and 2019 were as follows:
Accrual rate
Employees’ compensation
Remuneration of directors
Amount
For the Year Ended December 31
2020
1.00%
1.50%
2019
1.00%
1.50%
For the Year Ended December 31
2020
2019
Cash
Shares
Cash
Shares
Employees’ compensation
Remuneration of directors
$
3,317
4,975
$
$
-
-
$
206
309
-
-
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 and will be adjusted in next fascial year.
- 57 -
The actual amounts of employee’ compensation and remuneration of directors are different from the amounts
recognized in the annual consolidated financial statements. Therefore, on April 22, 2020, the board of directors
resolved that the differences will be adjusted to the profit or loss for 2020.
For the Year Ended December 31,
2019
Employees’
Compensation
Remuneration of
Directors and
Supervisors
The actual amount resolved by the board of directors
Recognized amount in annual financial statements
$
$
-
206
$
$
-
309
There is 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 year ended December 31, 2018.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of
directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
i. Gain or loss on exchange rate changes
Exchange rate gains
Exchange rate losses
Net loss
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
Deferred tax
In respect of the current year
For the Year Ended December 31
2020
2019
$ 130,878
(141,778)
$
87,093
(114,733)
$
(10,900)
$
(27,640)
For the Year Ended December 31
2020
2019
$ 179,824
(9,630)
170,194
$ 90,323
(22,355)
67,968
(4,283)
1,500
Income tax expense recognized in profit or loss
$ 165,911
$ 69,468
- 58 -
A reconciliation of accounting profit and current income tax expenses is as follows:
Profit before tax
Income tax expense at the 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
Tax-exempt income
Loss carryforwards
Differences in income basic tax
Current income tax expense
Deferred income tax expense
Temporary differences
Unrecognized loss carryforwards
Adjustments for prior years’ tax
Foreign income tax expense
For the Year Ended December 31
2020
2019
$ 784,738
$ 244,220
$ 156,948
716
$
48,844
2,344
(27,165)
5,916
-
(12,857)
(34)
(4,618)
(993)
283
118,196
(4,283)
61,126
(9,630)
502
3,163
(11,475)
(419)
(6,650)
(42)
-
-
-
35,765
1,500
49,771
(22,355)
4,787
Income tax expense recognized in profit or loss
$
165,911
$
69,468
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)
$
415
-
$
516
24
December 31
2020
2019
Current tax liabilities
Income tax payable
c. Deferred tax assets and liabilities
$
415
$
540
$ 155,138
$ 52,169
The Group offset certain deferred tax assets and deferred tax liabilities that met the offset criteria.
- 59 -
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2020
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, 2019
$
12,120
4,947
883
(226)
11,030
$
(326)
(1,509)
(883)
(1,168)
8,169
$
11,794
3,438
-
(1,394)
19,199
$
28,754
$
4,283
$
33,037
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
$
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
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 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
Expiry in 2030
December 31
2020
2019
$
$
-
530,904
536,364
1,467,084
65,199
49,489
55,551
88,194
130,320
391,411
83,032
251,700
535,328
536,364
1,467,084
65,199
49,489
55,551
88,194
130,320
75,674
-
$ 3,397,548
$ 3,254,903
Deductible temporary differences
$
117,978
$
113,956
- 60 -
e. Unused loss carryforwards and tax-exemptions
Loss carryforwards as of December 31, 2020 pertaining to Sunplus:
Unused Amount
$
322,509
394,894
1,144,831
24,228
329,899
46,749
$ 2,263,110
Loss carryforwards as of December 31, 2020 pertaining to Sunplus Venture:
Unused Amount
$
4,863
92,197
$
97,060
Loss carryforwards as of December 31, 2020 pertaining to Lin Shin:
Unused Amount
$
39,908
Loss carryforwards as of December 31, 2020 pertaining to Sunext:
Unused Amount
$
99,355
100,760
159,490
31,147
975
$
391,727
Loss carryforwards as of December 31, 2020 pertaining to Genki Tek：
Unused Amount
$
7,971
Expiry Year
2021
2022
2023
2027
2029
2030
Expiry Year
2022
2023
Expiry Year
2023
Expiry Year
2021
2022
2023
2024
2025
Expiry Year
2030
- 61 -
Loss carryforwards as of December 31, 2020 pertaining to Sunplus mMedia:
Unused Amount
Expiry Year
$
109,040
35,847
30,658
29,360
27,164
11,155
9,369
57,427
25,045
335
$
335,400
Loss carryforwards as of December 31, 2020 pertaining to Jumplux:
Unused Amount
$
4,692
21,350
44,396
54,597
72,893
36,467
27,977
$
262,372
f.
Income tax assessments
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Expiry Year
2024
2025
2026
2027
2028
2029
2030
The income tax returns of Sunplus and Sunplus mMobile through 2017 and Sunplus Innovation Technology,
Generalplus, Sunext ,Jumplux, Lin Shih, Sunplus mMedia ,Wei-Young, Sunplus Management Consulting and
Sunplus Venture through 2018 have 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
2020
2019
$
$
0.55
0.55
$
$
0.03
0.03
- 62 -
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
For the Year Ended December 31
2020
2019
$ 323,403
$
15,309
-
-
Earnings used in the computation of diluted EPS from continuing operations
$ 323,403
$
15,309
The weighted average number of ordinary shares outstanding (in thousand shares) is as follows:
For the Year Ended December 31
2020
2019
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
181
16
Weighted average number of ordinary shares used in the computation of
diluted earnings per share
588,616
588,451
The Group may settle the compensation of employees in cash or shares; therefore, the Group assumes that the entire
amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted
average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive.
Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number
of shares to be distributed to employees is resolved in the following year.
27. SHARE-BASED PAYMENT ARRANGEMENTS
a. Restricted shares for employees
In the shareholders’ meeting of Sunplus Innovation Technology Company on June 22, 2020, the shareholders
approved a restricted share plan for employees with a total amount of NT$20,000 thousand, consisting of 2,000
thousand shares. The aforementioned resolution was declared effectively by the FSC on October 12, 2020.
The restricted share plan was approved by the board of directors in a total amount of NT$10,000 thousand,
consisting of 1,000 thousand shares and the issuing price of each share was NT$0. The Company set October 28,
2020 as the grant date and November 5, 2020 as the record date of capital increase. The fair value of granted share
was $75.26 per share.
- 63 -
After the restricted shares are allocated to employees in accordance with the Company’s regulations, and they are
still working after the expiration of the following vested terms while they meet the performance conditions, the
proportions of vested shares are as follows:
1) Those who served in the Company for a year after the grant date with recent personal performance
rating before the expiration date reaches the top 35% (included) of the Company, will receive 50%
of the number of allocated shares.
2) Those who served in the Company for two year after the grant date with recent personal
performance rating before the expiration date reaches the top 35% (included) of the Company, will
receive 50% of the number of allocated shares.
When the employee fails to meet the vesting conditions:
1) Resignation (voluntary resignation/retirement/layoff/dismissal): The employee that has not fulfilled
the vesting conditions will be deemed to have not met the vesting conditions from the day of
resignation. The Company will buy back and cancel the employee’s restricted shares at the original
issuing price according to the laws.
2) Unpaid leave: The employee that has not fulfilled the vesting conditions will be restored to the
rights and interests from the date of reinstatement, but the vesting period shall be deferred according
to the period of unpaid leave.
3) Death: The employee that has not fulfilled the vesting conditions will be deemed to have not met
the vesting conditions from the day of death. The Company will buy back and cancel the
employee’s restricted shares at the original issuing price according to the laws.
4) Occupational injury:
a) Those who are unable to continue their employment due to occupational injury and have not
fulfilled the vesting conditions shall still fulfill the vesting conditions according to regulation 3)
Death.
b) Death due to occupational injury may cause the employee not fulfilling the vesting conditions
which shall be fulfilled by the heirs from the day of the death of the inherited employee
according to regulation 3) Death.
5) Transfer employeement: If an employee is requested to transfer to an affiliate company or other
company (except tranferring to a subsidiary), the restricted shares shall be proceed according to the
regulation of "Resignation". However, due to Sunplus Innovation Technology Comapany’s
operation need, employees for those who were assigned by Sunplus Innovation Technology
Company to be transferred to the company's affiliates or other companies will not be affected.
6) Employees or their heirs shall receive the transferred shares according to the trust agreement.
7) Share dividends and cash dividends that have been allocated to employees who have not fulfilled
the vesting conditions during the vesting period shall not be returned.
The restrictions on the rights of the employees who acquire the restricted shares but have not met the vesting
conditions are as follows:
1) The employees cannot sell, pledge, transfer, donate or, in any other way, dispose of these shares.
2) The employees holding these shares are not entitled to receive cash dividends and share dividends.
- 64 -
3) Employees should immediately place the restricted shares under the trust or custody after the
issuance of restricted shares. They shall not request the trustee or custodian to return the restricted
shares for any reason before the vesting conditions are fulfilled.
Other agreements were as follow:
Sunplus Innovation Technology Company shall act on behalf of employees to negotiate with trust institutions or
custodian institutions. It may include but not limited to negotiate, sign, revise, extend, cancel and terminate the trust
contracts or custody contracts and instructions for the delivery, use and disposal of trust or custody property during
the period of trust or custody.
Information on employee restricted share was as follows:
Outstanding shares at January 1
Shares granted
Outstanding shares at December 31
For the Year
Ended December
31, 2020
Number of
Options (In
Thousands of
Units)
-
1,000
1,000
Compensation costs recognized were NT$9,408 thousand for the years ended December 31, 2020.
28. GOVERNMENT GRANTS
In August 2013, Sun Media Technology Co., Ltd. received a government grant amounting to RMB$16,390 thousand
(NT$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, 2020 and 2019 was $1,559 and $1,629
thousand, respectively.
The Company applied for subsidy under the "Salary and Working Capital Subsidies for Difficult Businesses Affected by
Serious Special Infectious Pneumonia" program of the Ministry of Economic Affairs in June 2020. The subsidy period is
from April 2020 to June 2020, and the Group has received a subsidy of $21,034 thousand. The total revenue recognized
as profit amounted to $21,034 thousand for the year ended December 31, 2020 as other income.
Jumplux Technology Co., Ltd. applied for subsidy under the "Salary and Working Capital Subsidies for Difficult
Businesses Affected by Serious Special Infectious Pneumonia" program of the Ministry of Economic Affairs in June
2020. The subsidy period is from April 2020 to June 2020, and the Group has received a subsidy of $2,057 thousand.
The total revenue recognized as profit amounted t $2,057 thousand for the year ended December 31, 2020 as other
income.
The Company applied for the AI on Chip R&D subsidy program of the Ministry of Economic Affairs, and the “Shared
Intelligent Computing Chiplet Architecture R&D Program” was reviewed and approved on November 20, 2020. The
approved total subsidy amounted to NT$ 115,356 thousand. As of December 31, 2020, the accumulated subsidy
received is NT$ 44,201 thousand (recognized as other financial assets), and the income from the recognized subsidy is
NT$ 0. In addition, the Company has a special account for subsidies in accordance with regulations, and the monthly
withdrawal amount should be withdrawn according to the monthly expenditure summary statement, and the withdrawal
amount shall not be higher than the expenditure amount.
29. CONSOLIDATION OF SUBSIDIARIES
- 65 -
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
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
Net revenue
Net loss
Worldplus and
Its Subsidiaries
$ 112,669
Worldplus and
Its Subsidiaries
$
64,454
428
377
17,088
37,383
(2,303)
(4,758)
$ 112,669
Worldplus and
Its Subsidiaries
$ 112,669
(64,454)
$
48,215
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 profit were $5,516,431 and $125,834, 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
- 66 -
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.
30. DISPOSAL OF SUBSIDIARIES
2020
a. Analysis of assets and liabilities from liquidation
The Group completed the liquidation of its subsidiary, Ytrip Technology Co., Ltd. and its subsidiary 1culture
Communication Co., Ltd. on June 23 and May 29, 2020, respectively.
Current assets
Cash and cash equivalents
Other receivables
Non-current assets
Property, plant and equipment
Intangible assets
Current liabilities
Others
Net assets disposed of
Ytrip Technology
Co., Ltd. and Its
Subsidiaries
$
2,106
281
15
1,814
(106)
$
4,110
- 67 -
b. Gain on liquidation of subsidiaries
Consideration received
Net assets disposed of
Reclassification of other comprehensive income in respect of the
subsidiaries
Non-controlling interests
Gain on disposals
c. Net cash inflow on liquidation of subsidiaries
Consideration received
Less: Cash and cash equivalent balances disposed of
Ytrip Technology
Co., Ltd. and Its
Subsidiaries
$
1,240
(4,110)
10,283
382
$
7,795
Ytrip Technology
Co., Ltd. and Its
Subsidiaries
$
1,240
(2,106)
$
(866)
2019
The Group completed the liquidation on its subsidiary, Han Young Technology Co., Ltd. on November 15, 2019.
a. Analysis of assets and 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
Hanyang
Technology Co.,
Ltd.
$
2,481
7
29
55
(29)
$
2,543
- 68 -
b. Loss on liquidation of subsidiaries
Consideration received
Net assets disposed of
Non-controlling interests
Loss on disposal
c. Net cash inflow on liquidation of subsidiaries
Consideration received
Less: Cash and cash equivalent balances disposed of
Hanyang
Technology Co.,
Ltd.
$
1,737
(2,543)
763
$
(43)
Hanyang
Technology Co.,
Ltd.
$
1,737
(2,481)
$
(744)
31. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS
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 and June 2020 Giant Rock subscribed for additional new shares of Sunplus APP Technology, and increased Giant
Rock’s controlling interest from 93.33% to 95.00%, 95.00% to 95.65%, 95.65% to 96.16% and 96.16% to 96.32%, respectively.
In September 2020, Sunplus disposed of its 2.92% share in Sunplus Innovation Technology Company, resulting in a decrease in its controlling interest
from 68.86% to 65.94%.
The above transactions were accounted for as equity transactions since the Group did not cease to have control over these subsidiaries.
2020
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 from non-controlling interests
Unrealized loss on financial assets at FVTOCI
Sunplus
Innovation
Technology Inc.
Sunplus App
Technology
$ 101,014
$
-
(31,770)
(2,112)
(183)
-
Differences recognized from equity transactions
$
67,132
$
(183)
- 69 -
Line items adjusted for equity transactions
Retained earnings
Capital surplus - difference between consideration
received or paid and the carrying amount of the
subsidiaries’ net assets during actual disposal or
acquisition
2019
Sunplus
Innovation
Technology Inc.
Sunplus App
Technology
Total
$
-
$
(183)
$
(183)
67,132
-
67,132
$
67,132
$
(183)
$
66,949
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
Retained earnings
Capital surplus - difference between consideration
received or paid and the carrying amount of the
subsidiaries’ net assets during actual disposal or
acquisition
Sunext
Technology Co.,
Ltd.
Sunplus App
Technology
Total
$
-
$
(3,394)
$
(3,394)
162
-
162
$
162
$
(3,394)
$
(3,232)
32. CAPITAL MANAGEMENT
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.
- 70 -
33. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments that are not measured at fair value
The management of the Group 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, 2020
Financial assets at FVTPL
Mutual funds
Domestic/foreign unlisted
shares
Domestic/foreign listed
shares
Securities listed in the ROC
and other countries - CB
Private funds
Financial assets at FVTOCI
Domestic listed shares
Domestic private listed
shares
Domestic/foreign unlisted
shares
December 31, 2019
Financial assets at FVTPL
Mutual funds
Domestic/foreign listed
shares
Domestic/foreign unlisted
shares
Securities listed in the ROC
and other countries - CB
Private funds
Level 1
Level 2
Level 3
Total
$
656,424
$
-
$
-
$
656,424
144,984
87,933
2,820
-
-
-
-
-
746,101
891,085
-
87,933
-
327,856
2,820
327,856
$
892,161
$
-
$ 1,073,957
$ 1,966,118
$
81,506
$
-
$
-
$
81,506
-
32,323
-
-
11,255
67,444
11,255
99,767
$
113,829
$
-
$
78,699
$
192,528
Level 1
Level 2
Level 3
Total
$ 1,062,811
$
-
$
-
$ 1,062,811
75,715
7,864
15,123
-
-
-
-
-
-
75,715
696,471
704,335
-
260,140
15,123
260,140
$ 1,161,513
$
-
$
956,611
$ 2,118,124
(Continued)
- 71 -
Level 1
Level 2
Level 3
Total
Financial assets at FVTOCI
Domestic listed shares
Domestic/foreign unlisted
shares
$
90,472
$
-
$
-
$
90,472
18,680
-
80,235
98,915
$
109,152
$
-
$
80,235
$
189,387
(Concluded)
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, 2020
Financial Assets
Financial Assets
at FVTPL
Financial Assets
at FVTOCI
Total
Balance at January 1, 2020
Recognized in profit or loss
Recognized in other comprehensive income
Purchases
Disposals and proceeds from return of capital
$
of investments
Transfer out of Level 3
Effect of exchange rate changes
$
956,611
140,724
-
116,624
(5,548)
(131,355)
(2,739)
80,235
-
(7,386)
10,004
$ 1,036,846
140,724
(7,386)
126,268
(2,628)
-
(1,526)
(8,176)
(131,355)
(4,265)
Balance at December 31, 2020
$ 1,073,957
$
78,699
$ 1,152,656
For the Year Ended December 31, 2019
Financial Assets
Financial Assets
at FVTPL
Financial Assets
at FVTOCI
Total
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
$
$
662,584
(25,062)
-
328,054
(5,963)
-
(3,002)
110,671
-
(35,402)
-
(24,604)
30,001
(431)
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
3) Valuation techniques and inputs applied for Level 3 fair value measurement
a) The fair values of unlisted equity securities - in the ROC and other countries were determined
using the market approach. The market approach is based on the comparable transaction price of
the target, based on the financial data of the target company and its peers, and analyzes and
evaluates by market multipliers such as P/E ratio, P/B ratio, price-to-sales ratio or other
financial ratios. The significant unobservable inputs used are as follows. 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.
December 31
- 72 -
Price-to-book ratio
Price-to-sales ratio
Discount for lack of marketability
2020
2019
2.41-5.78
1.86-13.46
10%-20%
1.85-4.42
2.27-6.37
10%-20%
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 (1)
Financial assets at fair value through other comprehensive income
Equity instruments
Financial liabilities
December 31
2020
2019
$ 1,966,118
5,179,818
$ 2,118,124
4,147,636
192,528
189,387
Measured at amortized cost (2)
1,214,367
889,360
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents,
notes and trade receivables, other receivable, other financial assets and refundable deposits.
2) The balances include financial liabilities at amortized cost, which comprise short-term and
long-term loans, trade payables, long-term loans due within one year and guarantee deposits.
d. Financial risk management objectives and policies
The Group’s major financial instruments included mutual funds equity and debt investments, convertible notes,
trade receivable, trade payables, borrowings and lease liability. 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:
- 73 -
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
36.
Sensitivity analysis
The Group was mainly exposed to the USD and RMB.
The following table details the Group 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
$ (13,719)
$ (18,017)
USD Impact
For the Year Ended December 31
2020
2019
Profit or loss
b) Interest rate risk
RMB Impact
For the Year Ended December 31
2020
2019
$
4,320
$
244
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
- 74 -
December 31
2020
2019
$ 2,585,743
518,255
$ 2,505,022
565,762
1,321,455
769,506
Financial liabilities
Sensitivity analysis
258,000
-
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.
If interest rates had been increased/decreased by 0.125% and all other variables held constant, the Group’s
post-tax profit for the years ended December 31, 2020 and 2019 would increase/decrease by $1,329
thousand and $962 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, 2020 and 2019 would have increased/decreased by $19,661 and $21,181 thousand,
respectively.
Had the prices of financial assets at FVTOCI been 1% higher/lower, post-tax profit for the year ended
December 31, 2020 and 2019 would have increased/decreased by $1,925 and $1,894 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 65% and 75% in total trade receivables as of December 31, 2020 and
2019, respectively, was related to the five largest customers within the property construction business segment.
3) Liquidity risk
- 75 -
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, 2020 and 2019,
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, 2020
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
Variable interest rate liabilities
Fixed interest rate liabilities
$ 337,374
$ 196,200
$
308 $
1,506
96
189,117
3,413
-
-
13,651
25,000
125,102
36,114 $
53,085
205,000
5,041
-
256,641
-
140,367
$ 528,093
$ 199,613 $ 164,061
$ 299,240
$ 397,008
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
$ 18,570
$ 53,085
$ 49,046
$ 49,046
$ 41,689
$ 116,860
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
$ 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
- 76 -
b) Financing facilities
Unsecured bank overdraft facility, review annually and payable
on demand
Amount used
Amount unused
December 31
2020
2019
$
588,140
4,361,912
$
323,626
4,515,381
$ 4,950,052
$ 4,839,007
34. 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.
Advanced Vehicle Systems Co., Ltd.
Associate
Associate (Note 1)
Associate
Associate (Note 2)
Note 1:
It is an associate of the Company; subsidiary of Global View Co., Ltd.
Note 2:
It is an associate of the company; subsidiary of AutoSys Co., Ltd.
- 77 -
b. Sales of goods
Line Items
Related Party Categories
2020
2019
For the Year Ended December 31
Sales
Associates
$
54,743
$
54,712
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
2020
2019
Trade receivables
Associates
$
9,740
$ 11,645
Other trade receivable
Associates
$
243
$
280
There were no guarantees on outstanding receivables from related parties. For the years ended December 31, 2020
and 2019, no impairment loss was recognized for trade receivables from related parties.
d. Prepayments (excluding loans to related parties)
Line Item
Related Party Category
2020
2019
December 31
Other current assets
Associate
$
108
$
-
e. Other transactions with related parties
Account Item
Related Parties Types
2020
2019
December 31
Operating expenses
Associates
$
394
$
139
Non-operating income and
Associates
$
4,504
$ 10,228
expenses
Administrative support services price between the Group and the related parties were negotiated and were thus not
comparable with those in the market. There are no other available transactions to be compared with.
The pricing and the payment terms of the lease contract between the Group and the related parties were similar to
those with external customers.
f. Compensation of key management personnel
Short-term employee benefits
Post-employment benefits
For the Year Ended December 31
2020
2019
$
48,716
1,193
$
50,100
1,297
$
49,909
$
51,397
The remuneration of directors and other key management personnel was determined by the Compensation
Committee in accordance with individual performance and market trends.
35. PLEDGED OR MORTGAGED ASSETS
- 78 -
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
2020
2019
$ 576,333
$ 595,735
149,729
130,819
$ 726,062
$ 726,554
36. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN
CURRENCIES
The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional
currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as
follows:
December 31, 2020
Financial assets
Monetary items
USD
CNY
JPY
HKD
GBP
EUR
Nonmonetary items
CHF
Financial liabilities
Monetary items
USD
CNY
Foreign
Currencies
(In Thousands)
Exchange
Rate
Carrying
Amount
$
40,747
1,519
371
152
3
1
28.4800
4.3770
0.2763
3.6730
38.9000
35.0200
$ 1,160,475
6,649
103
558
117
35
560
32.305
18,089
27,028
5,839
28.4800
4.3770
769,757
26,083
- 79 -
December 31, 2019
Financial assets
Monetary items
USD
CNY
JPY
HKD
GBP
EUR
Nonmonetary items
USD
CHF
Financial liabilities
Monetary items
USD
CNY
JPY
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
For the years ended December 31, 2020 and 2019, (realized and unrealized) net foreign exchange losses were
NT$10,900 thousand and NT$27,640 thousand, respectively. It is impractical to disclose net foreign exchange losses by
each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the
entities in the Group.
37. ADDITIONAL DISCLOSURES
a. Information about significant transactions and investees and b. Information on investees:
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: Table 4 (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.
- 80 -
10) Intercompany relationships and significant intercompany transactions: Table 5 (attached)
11) Information on investee: Table 6 (attached)
c. 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.
d. Information of major shareholders：List all shareholders with ownership of 5% or greater showing the
name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder
(Table 9)
Except for Table 1 to Table 9, there’s no further information about other significant transactions.
38. 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, 2020 and 2019 are shown in the accompanying
consolidated income statements, and the assets by segment as of December 31, 2020 and 2019 are shown in the
accompanying consolidated balance sheets.
- 81 -
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
2020
2019
$ 6,084,210
230,273
99,657
$ 5,085,074
265,330
136,256
$ 6,414,140
$ 5,486,660
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
2020
2019
2020
2019
Asia
Taiwan
Others
$ 3,816,229
2,536,578
$ 3,474,148
1,955,083
$ 2,099,018
1,445,646
$ 2,159,216
1,294,531
61,333
57,429
-
-
$ 6,414,140
$ 5,486,660
$ 3,544,664
$ 3,453,747
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
2020
2019
$ 1,011,656
790,658
697,017
$
844,237
Note
651,715
Note: The amount of revenue does not reach 10% of the company’s net revenue.
- 82 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
FINANCINGS PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
No.
Lender
Borrower
Financial Statement
Account
Related
Parties
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) Co., Ltd.
3 Russell Holdings Ltd.
Sunplus APP
Technology
Sun Media
4 Sunplus Venture Capital
Co., Ltd.
Technology Co.,
Ltd.
Sun Media
Technology Co.,
Ltd.
5 Sunplus Prof-tek
Technology (Shenzhen)
6 Lin Shih Investments co.,
Sunplus APP
Technology
Sun Media
Ltd.
Technology Co.,
Ltd.
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Yes
$
12,522
$
12,256
$
12,256
1.80%
Note 1
$
Yes
379,155
242,080
242,080
-
Note 1
Yes
307,005
158,064
158,064
0.65%
Note 1
Yes
Yes
39,354
36,986
36,986
1.80%
Note 1
220,157
102,528
102,528
0.65%
Note 1
-
-
-
-
-
Note 2
$
12,256
Note 3
Note 4
Note 5
Note 6
-
-
36,986
-
-
-
-
-
-
$
-
$
-
-
-
-
$
45,678
(Note 7)
442,278
(Note 8)
348.080
(Note 9)
75,045
(Note 10)
334,800
(Note 11)
45,678
(Note 7)
442,278
(Note 8)
348.080
(Note 9)
75,045
(Note 10)
334,800
(Note 11)
TABLE 1
Note 1:
Short-term financing.
Note 2:
Sunplus Technology (Shanghai) Co., Ltd. provided funds for the operating needs of Sunplus APP Technology.
Note 3:
Russell Holdings Ltd. provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 4:
Sunplus Venture Capital provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 5:
Sunplus Prof-tek Technology (Shenzhen) provided funds for the operating needs of Sunplus APP Technology.
Note 6:
Lin Shin Investments Co., Ltd. provided funds for the operating needs of Sun Media Technology Co., Ltd.
Note 7:
The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 10% Sunplus Technology (Shanghai) Co., Ltd.’s net equity as of its latest financial statement.
Note 8:
Russell Holdings Ltd. and the loans are all foreign companies whose parent company directly and indirectly holds 100% of the voting shares. When the short-term financing funds need to be engaged in capital lending, the capital loan and the individual amount and total amount should not exceed
the capital loan. The enterprise's net worth should not exceed to 80%, and its period should not exceed more than 2 years.
Note 9:
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 10: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 10% of Sunplus Prof-tek Technology (Shenzhen)’s net equity as of its latest financial statement.
Note 11: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 40% of Lin Shih Investments Co., Ltd.’s net equity as of its latest financial statement.
- 83 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2020
(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
Percentage of
Accumulated
Amount of
Collateral to
Net Equity as of
the Latest
Financial
Statements
0
(Note 1)
1
(Note 2)
Sunplus
Sun Media Technology Co., Ltd.
3 (Note 3)
RUSSELL
Sun Media Technology Co., Ltd.
3 (Note 3)
HOLDINGS LTD.
$ 841,376
(Note 4)
331,708
(Note 6)
$ 169,365
$
-
$
-
$
-
-
122,860
113,920
113,920
113,920
20.61
Note 1:
Issuer.
Note 2:
Investee.
Note 3: Sunplus and its subsidiaries jointly hold more than 50% of the ordinary shares of the endorsee.
Note 4: 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 5: The guarantee amount should not exceed 20% of the endorsement/guarantee provider’s net equity based on the provider’s latest financial statements.
TABLE 2
Maximum
Collateral/
Guarantee
Amounts
Allowable
$ 1,682,753
(Note 5)
331,708
(Note 6)
Provided by the
Company
Guarantee
Provided by
the Subsidiary
Guarantee
Provided to
a Subsidiary
Located in
Mainland
China
Yes
No
No
No
Yes
Yes
Note 6: 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.
- 84 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
FOR THE YEAR ENDED DECEMBER 31, 2020
(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
December 31, 2020
Sunplus Technology Company
Limited (the “Company”)
Lin Shih Investment Co., Ltd.
Yuanta USD Money Market USD
Yuanta Emerging Asia USD Bond Fund
Pine Bridge Muliti-Income Fund
Taishin 1699 Money Market
Evergreen Steel Co., Ltd.
Triknight Capital Corporation
Marvest Series 1 Fund
Yuanta Emerging Indonesia and India 4 years
Bond Fund
Taiwan Mask Corp.
UPI Semiconductor Corp.
A-Spine Asia Co., Ltd.
Enterex International Limited - CB
Yong Feng Yu Inc.
Minton Optic Industry Co., Ltd.
Genius Vision Digital Co., Ltd.
Sanjet Technology Corporation
Ortery Technologies, Inc.
Lead Sun Corporation
Chain Sea Information Integration Co., Ltd.
AIII CO., Ltd.
GEMFOR Leading Financial Solution Provider
Fund
Ability Enterprise Co., Ltd.
Sunplus Technology Co., Ltd.
Prine Rich International Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
-
Parent company
-
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
$
99
139
95
2,200
1,500
29,825
2
1,500
101
300
197
30
642
4,272
300
8
103
1,000
48
26
13
5,434
3,560
33
29,943
44,044
30,818
30,027
69,090
311,021
-
14,849
4,075
48,600
11,135
2,820
29,834
-
-
-
-
28,130
474
431
216
81,506
65,148
4,260
-
-
-
-
-
5
-
-
-
-
-
-
-
7
4
-
1
12
1
-
-
2
1
-
$
29,943
44,044
30,818
30,027
69,090
311,021
-
14,849
4,075
48,600
11,135
2,820
29,834
-
-
-
-
28,130
474
431
216
81,506
65,148
4,260
TABLE 3
Note
Note 3
Note 3
Note 3
Note 3
Note 4
Note 1
Note 1
Note 3
Note 2
Note 1
Note 1
Note 2
Note 4
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 2
Note 1
(Continued)
- 85 -
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
December 31, 2020
Russell Holdings Limited
Sunplus Venture Capital Co., Ltd.
Synerchip Inc.
OZ Optics Limited
Ortega InfoSystem, Inc.
Innobrige International Inc.
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
Charles Schwab - Money Fund
Taiwan Mask Corp.
eWave System, Inc.
VenGlobal International Fund
Book4u Company Limited
Sanjet Technology Corp.
Simple Act Inc.
Minton Optic Industry Co., Ltd.
Genius Vision Digital Co., Ltd.
Ortery Technologies, Inc.
CYBERON Corporation
Grand Fortune Venture Capital Co., Ltd.
Huijia Health Life Technology
San Neng Group Holding Co., Ltd.
Raynergy Tek Inc.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL- non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
$
6,452
1,000
2,557
4,000
1,250
-
1,000
-
-
1,710
-
108
1,833
1
9
49
1,900
5,000
375
68
786
5,000
1,000
900
5,210
-
-
-
-
-
-
-
14,100
57,045
19,651
1,934
4,358
-
-
-
-
-
-
-
-
24,080
55,735
17,280
35,190
75,962
12
8
-
15
1
5
3
2
6
13
-
-
22
-
-
-
10
8
5
1
8
7
5
1
15
$
-
-
-
-
-
-
-
14,100
57,045
19,651
1,934
4,358
-
-
-
-
-
-
-
-
24,080
55,735
17,280
35,190
75,962
Note
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 1
(Continued)
- 86 -
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
December 31, 2020
Sunplus Venture Capital Co., Ltd.
Wei-Young Investment Inc.
Fuyou Venture Capital Limited Partnership
CDIB Capital Growth Partners L.P.
TIEF Fund LP
Intudo Ventures I, L.P.
Promise Technology Inc.
Feature Integration Technology Inc.
Qun-Kin Venture Capital
Protect Life International Biomedical Inc.
ASE Industrial Holding Co., Ltd.
LITE-ON Technology Corporation
Sunplus Technology (Shanghai) Co., Ltd. GF Live Treasury Currency B
GF Every Day The Red Haired Type Money
Market Fund B
Chongqing CYIT Communication Technology
Co., Ltd.
Ready Sun Investment Group Fund
Xiamen Xm-plus Technology Ltd.
Franklin Templeton SinoAm Money Market
Mega Diamond Money Market
Yuata De-Bao Money Market Fund
Yuanta Wan Tai Money Market Fund
Fuh Hwa You Li Money Market
Taishin Ta-Chong Money Market Fund
Taishin 1699 Money Market
Advanced Silicon SA
Advanced NuMicro System, Inc.
PointGrab Ltd.
GTA Co., Ltd.
Xiamen Xm-plus Technology Ltd.
Evergeen Steel Co., Ltd.
Generalplus Technology Inc.
Sunplus Innovation Technology Inc.
Magic Sky Limited
Giant Rock Inc.
Sunext Technology Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - current
$
-
-
-
-
962
1,247
3,000
1,364
300
400
5,100
900
-
-
-
8,725
810
6,610
3,933
6,658
4,192
5,877
1,000
2,000
182
1,413
-
1,000
34,649
67,035
40,506
44,862
11,255
32,323
22,114
3,330
24,390
19,200
22,339
3,980
-
41,529
39,692
90,988
10,246
80,043
60,003
90,402
60,029
80,192
18,089
-
-
-
161,475
46,060
10
2
7
8
-
4
6
4
-
-
-
-
3
16
3
-
-
-
-
-
-
-
10
8
1
-
13
-
- 87 -
Note
Note 1
Note 1
Note 1
Note 1
Note 1
Note 4
Note 1
Note 1
Note 2
Note 2
Note 3
Note 3
$
34,649
67,035
40,506
44,862
11,255
32,323
22,114
3,330
24,390
19,200
22,339
3,980
-
Note 1
41,529
39,692
90,988
10,246
80,043
60,003
90,402
60,029
80,192
18,089
-
-
-
161,475
46,060
Note 1
Note 1
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 1
Note 1
Note 1
Note 1
Note 1
Note 4
(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, 2020
Jslilicon Technology Co., Ltd. (Ru Dong) GF Live Treasury Currency A
GF Every Day The Red Haired Type Money
Market Fund B
GF Purse Money Market Fund A
-
-
-
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
$
500
500
500
2,196
2,196
2,195
-
-
-
$
2,196
2,196
Note 3
Note 3
2,195
Note 3
Note 1: The market value was based on the carrying amount as of December 31 2020.
Note 2: The market value was based on the closing price as of December 31, 2020.
Note 3: The market value was based on the net asset value of the fund as of December 31, 2020.
Note 4: The market value was based on the average quoted price as of December 31, 2020.
(Concluded)
- 88 -
SUMPLUS 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, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Company Name
Type and Name of
Marketable Securities
Financial Statement
Account
Counterparty Relationship
Beginning Balance
Acquisition (Note 1)
Disposal (Note 2)
Ending Balance (Note 3)
Number of
Shares
Amount
Number of
Shares
Amount
Number of
Shares
Amount
Carrying
Amount
Gain (Loss) on
Disposal
Number of
Shares
Amount
Sunplus Innovation
Technology Inc.
Yuanta De-Bao Money
Financial assets at fair
Market Fund
value through profit or
loss-current
-
$
-
-
$
-
13,227
$
160,000
6,617
$
80,028
$
80,000
$
28
6,610
$
80,043
Note 1: The cumulative amount of buying and selling should be calculated separately at market price whether it reaches NT$ 300 million or 20% of the paid-in capital。
Note 2: Paid-in capital refers to the paid-in capital of Sunplus Innovation Technology Inc.
Note 3: The amount of ending balance includes the amount of unrealized gains and losses。
TABLE 4
- 89 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
(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.
Jumplux Technology Co., Ltd.
Genki Tek Co.
Chongqing CQPlus1 Technology Co., Ltd.
Sunplus Innovation Technology Inc.
Sun Media Technology Co., Ltd.
Generalplus Technology Inc.
Generalplus Technology (H.K.) Inc.
Sunplus Prof-tek (Shenzhen) Co., Ltd.
Generalplus Technology (Shenzhen) Inc.
Sunplus Innovation Technology Inc.
Sunplus Technology (Shanghai) Co., Ltd.
SunMedia Technology Co., Ltd.
Jumplux Technology Co., Ltd.
TABLE 5
Flow of
Transactions
(Note 5)
Financial Statement Account Item
Amount
Terms
Percentage of Consolidated Total
Gross Sales or Total Assets
Intercompany Transactions
1
1
1
1
1
1
2
2
2
2
2
2
2
Sales
Notes and accounts receivable
Other receivable
Non-operating income
Sales
Non-operating income
Notes and accounts receivable
Other receivable
Cost of goods sold
Sales
Non-operating income
Research and development expenses
Notes and accounts receivable
Other receivables
Sales
Non-operating income
Notes and accounts receivable
Other receivables
Other receivables
Non-operating income
Cost of goods sold
Other payables
Other payables
Marketing expenses
Other payables
Marketing expenses
Marketing expenses
Other payables
Sales
Research and development expenses
Other payables
Sales
Notes and accounts receivable
Other payables
Research and development expenses
Sales
- 90 -
$
4,458 Note 1
954 Note 1
3 Note 3
141 Note 3
181 Note 1
1,692 Note 2
58 Note 1
301 Note 3
60 Note 2
376 Note 1
3,827 Note 2
35 Note 2
63 Note 1
281 Note 3
3,090 Note 1
16,938 Notes 2 and 4
330 Note 1
1,253 Note 3
100 Note 3
885 Note 2
2,346 Note 2
525 Note 1
1,120 Note 3
4,149 Note 2
8,716 Note 3
23,833 Note 2
12,292 Note 2
2,867 Note 3
16,796 Note 2
70,195 Note 2
16,646 Note 3
18 Note 1
9 Note 3
1,640 Note 3
1,610 Note 2
3,368 Note 1
0.07%
0.01%
-
-
-
0.03%
-
-
-
0.01%
0.06%
-
-
-
0.05%
0.26%
-
0.01%
-
0.01%
0.04%
-
0.01%
0.06%
0.07%
0.37%
0.19%
0.02%
0.26%
1.09%
1.32%
-
-
0.01%
0.03%
0.05%
(Continued)
Company Name
Counterparty
Sunplus Technology (Shanghai) Co., Ltd.
Sunplus Technology (Beijing)
Chongqing CQPlus1 Technology Co., Ltd.
Jumplux Technology Co., Ltd.
Lin Shih Investment Co., Ltd.
Jsilicon Technology Co., Ltd. (Ru Domng)
Sun Media Technology Co., Ltd.
Sunplus Venture Capital Co., Ltd.
Sun Media Technology Co., Ltd.
Russell Holdings Limited
Sunplus Technology (Beijing)
Sunplus App Technology
Sun Media Technology Co., Ltd.
Chongqing CQPlus1 Technology Co., Ltd.
Sunplus Technology (Beijing)
Flow of
Transactions
(Note 5)
Financial Statement Account Item
Amount
Terms
Percentage of Consolidated Total
Gross Sales or Total Assets
Intercompany Transactions
2
2
2
2
2
2
2
2
Other payables
Research and development expenses
Other payables
Research and development expenses
Sales
Other receivables
Interest revenue
Other receivables
Interest revenue
Other receivables
Sales
Management expenses
Refundable deposits
Other current assets
$
294 Note 3
366 Note 2
1,377 Note 3
1,331 Note 2
23,636 Note 1
102,836 Note 3
1,343 Note 2
158,530 Note 3
2,498 Note 2
242,756 Note 3
701 Note 1
783 Note 2
52 Note 2
104 Note 2
-
0.01%
0.01%
0.02%
0.37%
0.81%
0.02%
1.26%
0.04%
1.92%
0.01%
0.01%
-
-
Note 1: The transactions were based on normal commercial prices and terms.
Note 2: The prices were based on negotiations; the payment period and related terms were not comparable to market terms.
Note 3: The transaction payment terms were similar to normal commercial terms.
Note 4: Lease transaction terms were based on negotiations, and were thus not comparable to market terms. The transactions between the Company and counterparty were made under normal terms.
Note 5:
1 - From parent company to subsidiary.
2 - Between subsidiaries.
(Concluded)
- 91 -
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ON WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCES
DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Investor
Investee
Location
Main Businesses and Products
Investment Amount
Balance as of December 31, 2020
December 31,
2020
December 31,
2019
Shares (In
Thousands)
Percentage of
Ownership (%)
Carrying
Amount
Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
TABLE 6
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
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.
Yizhiliang Accelerator Co., Ltd.
Jumplux Technology Co., Ltd.
Sunplus Innovation Technology Inc.
iCatch Technology, Inc.
Sunplus mMedia Inc.
Genki Tek Co.
Yizhiliang Accelerator Co., Ltd.
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
Hsinchu, 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
Investment management consultant
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Software development
Investment management consultant
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
- 92 -
2,290,639
$
( US$
74,605
RMB$ 37,900 )
222,400
( US$
5,642
RMB$ 14,100 )
315,658
2,290,639
$
( US$
74,605
RMB$ 37,900 )
219,336
( US$
5,642
RMB$ 13,400 )
315,658
( US$
( US$
699,988
281,001
829,982
382,894
715,133
25,110 )
207,345
983,237
407,565
5,000
40,678
11,075 )
291,635
10,240 )
2,596,792
70,157
132,000
699,988
281,001
999,982
414,663
702,317
24,660 )
207,345
983,237
407,565
5,000
40,678
11,075 )
289,357
10,160 )
2,596,792
70,157
132,000
( HK$
( HK$
( US$
( US$
86,256
15,701
9,645
19,408
1,250
101,000
57,388
33,439
44,878
20,000
1,250
86,256
15,701
9,645
19,408
-
101,000
57,388
33,439
44,878
-
-
71,200
2,500 )
( US$
71,200
2,500 )
( US$
2,290,639
( US$
74,605
RMB$ 37,900 )
2,290,639
( US$
74,605
RMB$ 37,900 )
-
-
100
$
1,460,438
$
70,116
$
70,116 Subsidiary
100
268,500
107,601
107,601 Subsidiary
8,229
13
346,011
399,236
52,151 Investee
70,000
37,324
83,000
29,949
25,110
20,735
58,778
22,441
500
11,075
100
34
100
58
100
29
93
90
100
100
771,853
713,447
870,199
746,919
552,847
245,579
211,723
23,327
3,578
30
73,864
282,037
(11,787 )
467,669
(4,795 )
(76,538 )
18,896
(334 )
(190 )
(4 )
72,796 Subsidiary
96,740 Subsidiary
(11,787 ) Subsidiary
280,285 Subsidiary
(4,795 ) Subsidiary
(Note 2)
(25,750 ) Investee
17,489 Subsidiary
(300 ) Subsidiary
(190 ) Subsidiary
(4 ) Subsidiary
-
100
2,435
(31,245 )
(31,245 ) Subsidiary
16,240
5,400
13,200
14,892
1,075
965
650
125
10,100
2,904
3,332
1,909
2,000
125
5,000
100
100
55
14
2
1
3
13
42
6
5
8
63
13
16
29,406
59,391
(10,042 )
285,983
24,585
12,244
5,340
1,064
(7,683 )
73,405
42,295
431
15,018
1,064
(170 )
9,789
(25,900 )
282,037
467,669
(76,538 )
(334 )
(1,487 )
(25,900 )
467,669
(76,538 )
(334 )
(7,971 )
(1,487 )
(170 ) Subsidiary
9,789 Subsidiary
(14,246 ) Subsidiary
38,598 Subsidiary
9,768 Subsidiary
(1,034 ) Investee
(9 ) Subsidiary
(186 ) Investee
(10,899 ) Subsidiary
26,392 Subsidiary
(3,573 ) Investee
(26 ) Subsidiary
(4,982 ) Subsidiary
(186 ) Investee
71,439
(35,131 )
(5,709 ) Investee
-
100
1,460,436
70,117
70,117 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
Generalplus (Mauritius) Inc.
Generalplus Technology (Hong Kong) Co., Ltd.
Hong Kong
Sales
2,290,639
( US$
74,605
RMB$ 37,900 )
2,290,639
( US$
74,605
RMB$ 37,900 )
543,683
19,090 )
( US$
543,683
19,090 )
( US$
543,683
19,090 )
( US$
543,683
19,090 )
( US$
11,107
390 )
( US$
11,107
390 )
( US$
-
100
1,460,415
70,118
70,118 Subsidiary
19,090
100
499,149
15,407
15,407 Subsidiary
19,090
100
499,292
15,407
15,407 Subsidiary
-
100
6,001
1,576
1,576 Subsidiary
(Continued)
- 93 -
Investor
Investee
Location
Main Businesses and Products
Investment Amount
Balance as of December 31, 2020
December 31,
2020
December 31,
2019
Shares (In
Thousands)
Percentage of
Ownership (%)
Carrying
Amount
Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
Award Glory Ltd.
Sunny Fancy Ltd.
Seychelles
Investment
222,400
$
( US$
5,642
RMB$ 14,100 )
219,336
$
( US$
5,642
RMB$ 13,400 )
Sunny Fancy Ltd.
Giant Kingdom Ltd.
Giant Rock Inc.
Worldplus Holdings L.L.C.
Giant Best Ltd.
Seychelles
Anguilla
America
Seychelles
Investment
Investment
Investment
Investment
Note 1: The initial exchange rate was based on the exchange rate as of December 31, 2020.
Note 2: The amount of remittances in this period has not completed registration of capital changes.
Note 3: The establishment registration has been completed at the end of December 2020, but the actual remittance has not been completed yet.
-
-
-
-
100
$
268,500
$
107,601
$
107,601 Subsidiary
100
100
100
301
167
167 Subsidiary
163,631
112,579
112,579 Subsidiary
104,569
(5,146 )
(5,146 ) Subsidiary
( US$
21,987
772 )
97,885
( US$
1,270
RMB$ 14,100 )
102,528
3,600 )
( US$
( US$
21,987
772 )
94,821
( US$
1,270
RMB$ 13,400 )
102,528
3,600 )
( US$
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 3)
Subsidiary
(Concluded)
- 94 -
TABLE 7
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2020
(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
(Shanghai) Co., Ltd.
Sunplus Prof-tek (Shenzhen)
Co., Ltd.
Sun Media Technology Co.,
Ltd.
Development of computer software, system
integration services and building rental
Development of computer software, system
integration services and building rental
Development of computer software, system
integration services and building rental
Sunplus App Technology Co.,
Ltd.
Ytrip Technology Co., Ltd.
Manufacturing and sale of computer software; system
integration services and information management
and education
Computer system integration services and supplying
general advertising and other information services
Sunplus Technology (Beijing) Development of computer software, system
integration services and building rental
1culture Communication Co.,
System development
Ltd.
JSilicon Technology Co., Ltd.
Development of computer software, system
(Ru Domg)
integration services
Lingyao Technology Co., Ltd.
(Shenzhen)
Chongqing CQPlus1
Development of computer software, system
integration services and building rental
Development of computer software, system
Technology Co., Ltd.
integration services
$
(US$
(US$
(US$
(RMB
(RMB
(RMB
(RMB
(RMB
(RMB
(RMB
489,856
17,200
918,480
32,250)
569,600
20,000)
119,054
27,200)
268,091
61,250)
118,179
27,000)
14,225
3,250)
87,540
20,000)
83,334
19,039)
131,310
30,000)
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, 2020
$
(US$
(US$
(US$
(US$
RMB
(US$
(RMB
(US$
502,814
17,655)
918,480
32,250)
569,600
20,000)
108,606
586
21,000)
128,473
4,511)
118,179
27,000)
-
-
102,528
3,600)
-
Investment Flows
Outflow
Inflow
$
-
$
-
-
(RMB
5,252
1,200)
-
-
-
-
-
-
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2020
$
(US$
(US$
(US$
(US$
RMB
(US$
(RMB
(US$
502,814
17,655)
918,480
32,250)
569,600
20,000)
113,859
586
22,200)
128,473
4,511)
118,179
27,000)
-
-
102,528
3,600)
-
-
-
-
-
-
-
-
-
-
-
% Ownership of
Direct or Indirect
Investment
Net Income
(Loss) of the
investee
Investment Loss
(Note 2)
Carrying Value
as of
December 31,
2020
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2020
100%
$
21,637
$
21,637
$
456,784
$
100%
100%
96%
-
100%
-
100%
100%
100%
(19,319)
(19,319)
750,454
60,077
60,077
194,410
(4,656)
(4,480)
4,623
168
1,747
153
Note 7
1,747
51,826
(72)
(72)
Note 8
(43,990)
(43,990)
27,323
(3,813)
(5,146)
104,569
(38,399)
(38,399)
81,133
-
-
-
-
-
-
-
-
-
-
Accumulated Investment in Mainland China as of
December 31, 2020
Investment Amounts Authorized by the Investment Commission, MOEA
Limit on Investment
$
( US$
RMB
2,498,419
79,872
51,100)
$
( US$
RMB
2,509,959
78,602
62,000)
$
5,048,258
Sunplus Venture Capital Co., Ltd.
Accumulated Investment in Mainland China as of
December 31, 2020
Investment Amounts Authorized by Investment Commission, MOEA
Limit on Investment
$
( US$
35,885
1,260)
$
( US$
35,885
1,260)
$
522,119
- 95 -
(Continued)
Generalplus Technology (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, 2020
Investment Flows
Outflow
Inflow
Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2020
% Ownership of
Direct or Indirect
Investment
Net Loss of the
investee
Investment Loss
(Note 2)
Carrying Value
as of
December 31,
2020
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2020
Generalplus Shenzhen
Design of ICs, after sales service and marketing
research
$
(US$
523,576
18,700)
Note 1
$
(US$
523,576
18,700)
$
-
$
-
$
(US$
523,576
18,700)
100%
$
13,831
$
13,831
$
493,271
$
-
Accumulated Investment in Mainland China as of
December 31, 2020
Investment Amount Authorized by the Investment Commission, MOEA
Limit on Investment
$
( US$
523,576
18,700 )
$
( US$
523,576
18,700 )
$
1,265,588
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 reviewed financial statements of investees in the same period.
Note 3: Ytrip Technology Co., Ltd.’s indirect investment 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) and Sunplus Prof-tek (Shenzhen) Technology Co., Ltd. reinvested 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 liquidation of Ytrip Technology was completed on June 23, 2020.
Note 8: The liquidation of 1Culture Communication was completed on May 29, 2020.
Note 9: 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 10: The original foreign currency was derived from the exchange rate on December 31, 2020.
(Concluded)
- 96 -
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, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Investee Company
Transaction Type
Research and Development
Expense
Amount
%
Price
Transaction Details
Payment Terms
Comparison with Market
Transactions
Notes/Trade Receivables
(Payables)
Ending Balance
%
Unrealized
(Gain) Loss
Generalplus Technology (Shenzhen)
Development and
$ 70,195
15 Based on contract
Based on contract
Not comparable with market
$ 16,646
85.16
$
-
Corp.
processing services
Sales
16,796
0.58 Based on contract
Based on contract
Not comparable with market
-
-
(344)
transactions
transactions
Note
NA
NA
TABLE 8
- 97 -
TABLE 9
SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES
INFORMATION OF MAJOR SHAREHOLDERS
FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Name of Major Shareholder
Chou-chye, Huang
Shares
Number of
Shares
Percentage of
Ownership (%)
92,737,817
15.66
Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing
Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of
5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of
the last business day for the current quarter. The share capital in the consolidated financial statements may differ
from the actual number of shares that have been issued without physical registration because of different
preparation basis.
Note 2:
If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual
truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater
than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by
shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust
property. For information relating to insider shareholding declaration, please refer to Market Observation Post
System.
98
7.5 Financial Difficulties
Impact to the Company or subsidiaries if any turnover problems: None
99
VIII. Financial Analysis
7.6 Financial Status
7.6.1 Financial Analysis Comparison 2018 vs. 2019
Unit: NT$K
Variation
Year
2019
2020
14
-
86
4
10
36
35
36
3
YoY %
6,777,941
1,971,252
328,591
3,542,805
12,620,589
1,824,672
776,916
2,601,588
5,940,147
1,968,803
176,233
3,404,584
11,489,767
1,342,416
574,660
1,917,076
Increase (Decrease)
837,794
2,449
152,358
138,221
1,130,822
482,256
202,256
684,512
Item
Current Assets
Property, Plant & Equipment
Intangible Assets
Other Assets
Total Assets
Current Liabilities
Non-Current Liabilities
Total Liabilities
Equity Attributed to Shareholder
of the parent
Capital Stock
Capital Surplus
Retained Earnings
Equity : Others
Treasury Stock
Minor interest
Total Shareholder’s Equities
Remark:
1. The increase in intangible assets was mainly due to the increase in technology licensing.
2. The increase in current liabilities was mainly due to the increase in salaries and bonuses, accounts payable and current
income tax liabilities.
3. The increase in non-current liabilities was mainly due to the increase in long-term loans.
4. The increase in total liabilities was mainly due to the increase in salaries and bonuses, accounts payable, current income
tax liabilities and long-term loans.
5,919,949
500,820
2,317,473
(261,078)
(63,401)
1,605,238
10,019,001
5,919,949
594,432
1,988,579
(261,026)
(63,401)
1,394,158
9,572,691
-
(93,612)
328,894
(52)
-
211,080
446,310
8,178,533
8,413,763
235,230
-
(16)
17
-
-
15
5
100
7.7 Operational Results
7.7.1 Operation Results Comparison 2019 vs. 2020
Unit: NT$K
Variation
Year
2019
2020
139
221
YoY %
784,738
618,827
174,752
244,220
268,571
112,479
174,752
444,075
156,092
540,518
17
25
292
6,414,140
2,925,096
516,167
5,486,660
2,348,905
131,741
Increase (decrease)
927,480
576,191
384,426
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 gross profit was mainly due to the growth in revenue this year and the optimization of the sales
mix.
2. The increase in operating net profit was mainly due to the increase in revenue this year.
3. The net increase in non-operating income and expenses was mainly due to the increase in the net profit of financial assets
measured at fair value through profit and loss this year.
4. The increase in net profit before tax and net profit after tax in the current period was mainly due to the increase in operating
profit and non-operating income this year.
5. The increase in other comprehensive gains and losses in the current period was mainly due to the decrease in the conversion
losses in the financial statements of foreign operating institutions this year.
6. The increase in total comprehensive profit and loss for the current period was mainly due to the increase in net profit for the
year.
(102,073)
444,075
551,866
107,791
618,827
624,545
72,679
5,718
(106)
254
254
759
101
7.8 Cash Flow
7.8.1 Cash Flow Analysis
a) Cash Flow Analysis 2018 vs. 2019
Year
2019
2020
YoY %
Item
Cash flow ratio
Cash flow adequacy ratio
Cash flow reinvestment ratio
1. The increase in cash reinvestment ratio was mainly due to the increase in net cash flow from operating activi
ties.
48.54
81.59
2.44
43.41
79.28
3.85
(11)
(3)
58
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
$3,400,482
1,342,831
(467,538)
4,275,775
-
-
1. Analysis of Cash Flow:
(1) From Operating: Cash flow in for predicting making profits in 2021.
(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.
7.9 Major Capital Expenditure
7.9.1 Major Capital Expenditure and Sources: None.
7.9.2 Benefits from the Capital Expenditure: None.
7.10 Long-Term Investment
Not applicable
7.11 Risk Management
7.11.1 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.
102
7.11.2 Internal Policies and Procedure Exist with Respect to High Risk/High Leveraged
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.
7.11.3 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-mounted vehicle specification USB3.2 TYPE C MediaHUB IC
(2)USB3.2 10Gbps x 2 PHY IP
(3) MIPI APHY TX/RX IP
103
7.11.4 Political and Regulatory Environment:
We will keep watch for any further updates and take actions to reduce the impacts on the company.
7.11.5 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.
7.11.6 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.
7.11.7 Mergers & Acquisitions
None
7.11.8 Expansion of Facilities
None
7.11.9 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 2019 and 2020 accounted for 15% and 16% of the total net revenue for the year, no sales focus on the
risk of a single customer.
7.11.10Major Shareholding Change
None
7.11.11Ownership Change
None
7.11.12Litigation Proceedings
None
7.11.13Other Risks
The principle of the importance of corporate social responsibility, conduct risk assessment of important issues, and
formulate relevant risk management policies or strategies based on the assessed risks:
Major issues
Risk assessment
project
Risk management policy or strategy
surroundings
Environmental
protection and
energy saving
and carbon
reduction
The company is committed to environmental protection and energy
saving. Located in the upstream of the semiconductor industry, the
company exerts its excellent R&D technology and continues to
promote high-end semiconductor process technology to save chip
energy consumption, thereby driving the use of power energy in
downstream consumer electronic terminal products. Through the
implementation of environmental management (EMS) and the
institutionalized PDCA management cycle, the impact on the
environment
the
implementation plan and program are formulated every year, and the
progress of each goal is tracked and reviewed regularly to ensure the
goal Reach
is effectively
reduced; at
the same
time,
society
1. Occupational
Safety and
Health
1. The company obtained two international and Taiwan occupational
safety and health management system (ISO45001 and TOSHMS)
dual certifications in 2019, and regularly holds fire drills and
104
occupational safety and health education and training every year to
self-safety
cultivate
management capabilities
employees'
emergency
response
and
2. Product safety
2. The company's products comply with the government's product and
service laws and regulations, and comply with the European Union's
hazardous substances RoHS/REACH regulations. Through rigorous
quality system management, we provide customers with stable
product quality. At the same time, in order to ensure the quality of
customer service and improve customer satisfaction, we set up
customer service lines and communication websites. We actively
conduct customer service satisfaction surveys on a regular basis
every year to strengthen our relationship with customers. The
cooperative relationship between the two parties, through the
mutually beneficial and common prosperity relationship with
customers, has become
the sustainable
development of the enterprise
the cornerstone of
Corporate
Governance
Socio-economic
and legal
compliance
Through the establishment of a governance organization and
implementation of internal control mechanisms, to ensure that all
personnel and operations of the company actually comply with
relevant laws and regulations
7.12 Other Remarks
None
105
IX. SPECIAL NOTES
9.1 Affiliates
9.1.1 Affiliated Chart
106
JumplexTechnology0.70%100%9.55%VentureplusHan YuangVentureplus CaymanVentureplus MauritiusSunextGeneralplusMauritiusGeneralplus Shenzhen GeneralplusiCatchWei-Young Generalplus Samoa100%Sunplus Technology CompanySunplus mMobileSunplus InnovationSunplus Management ConsultingSunplus HK Generalplus HKSunplus mMedia100%100%100%100%100%70%100%61.15%5.29%100%3.25%100%5.64%34.30%37.64%61.13%100%100%100%100%3.95%2.09%6.98%13.69%RussellLin Shih1.75%6.05%Sunplus Venture0.10%0.03%Magic SkySunplus Shanghai93.33%Sunplus App Technology Co., Ltd.100%100%SunMedia Technology100%Sunplus Prof-tek (Shenzhen)1culture Communication Co,.Ltd100%Sunplus Technology (Beijing)100%100%72.14%22.86%Sunny Fancy100%Award GlaryGiant KingdomGiant Rock100%100%Ytrip Technology Co. Ltd.14.6%68.8%Xiamen Xm-plus100%
9.1.2 Affiliated Companies
December 31, 2020 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
December11,
2013
Beijing
RMB27,000,000(Note) Software
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.
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
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
December 20,
2006
Hsinchu, Taiwan
162,400
IC Design
107
Sunplus Innovation Technology
Inc.
Sunplus mMedia Inc.
Jumplux Technology Inc,
Hsinchu, Taiwan
December 14,
2006
April 18, 2007
Hsinchu, Taiwan
October 27,2014 Hsinchu, Taiwan
514,501
250,000
240,000
Award Glory Ltd.
Sunny Fancy Ltd.
Giant Kingdom Ltd.
Giant Rock Inc.
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
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
Chongqing Shuangxin
Technology Co., Ltd.
Worldplus Holdings L.L.C.
Lingyao Technology (Shenzhen)
Co., Ltd.
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
32,000 Software
development
GenkiTek
March 06, 2020 6th Floor, No. 22, Alley
38, Lane 91, Section 1, Hu
Road, Neihu District,
Taipei City
Note: End of 2020, exchange rate as ref.:
HK$1=NT$3.673
US$1=NT$28.48
RMB$1=NT$4.377
108
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.
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.
GenkiTek
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
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
Software development
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
Strategic subsidiary
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.)
Russell Holdings Ltd.
Sunplus Technology
109
December 31, 2020
Shareholding
Amount
(shares)
*HK$11,075,000
-
-
70,000,000
-
-
-
-
*US$24,060,000
Ratio
(%)
100%
-
-
100%
-
-
-
-
100%
Sunplus Venture Capital Co., Ltd.
Director
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
E-Director& President Chen-Tsai Chang
Supervisor
Shao-Ling Chan
-
100%
-
-
-
-
100%
-
100%
-
100%
-
100%
-
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
93.33%
-
1.68%
-
-
-
110
*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
111
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
112
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
GenkiTek
Chairman of the board
Director
Director
Director and General
Manager
Director
Supervisor
Chou-Chye Huang (repr.)
Worldplus Holdings
L.L.C.
Cheng-cai Zhang
Tang-yi Huang
Lingyang Venture Capital
(Stock) Company
Representative:
Huang Zhoujie
Guo Junde
Zheng Shuzhen
Shen Zhicong Wang
Mingzheng Huang Yiwen
*Note: the invested companies are listed the capital paid-in amount of investment
US$3,600,000
(Note1)
100%
(Note1)
RM19,039,000
(Note1)
100%
2,000,000
62.50%
500,000
6.25%
15.63%
113
9.1.5 Common Shareholders of Sunplus and Its Subsidiaries or Its Affiliates with Actual of
Deemed Control
Not Applicable
9.1.6 Operation Highlights of Sunplus Affiliates
December 31st, 2020
Unit: NT$K, except EPS (NT$)
Company
Capital
Assets
Liabilities Net Worth Net Sales
Operation
Income
Net Income
(After Tax)
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.
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.
EPS
(After Tax)
not
applicabl
e
1.06
not
applicabl
e
(0.14)
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
40,678
700,000
30
838,226
0
30
1,225 837,001
0
81,731
(4)
80,438
(4)
73,864
702,317
830,000
552,897
877,982
50
7,783
552,847
870,199
0
20,761
(6,079)
(5,663)
(4,795)
(11,787)
2,526,650
2,526,656
2,526,661
1,460,43
8
1,460,43
6
1,460,41
5
1,460,43
8
0
1,460,43
70,116
70,116
70,116
0
6
70,118
70,118
70,117
1,460,41
5
0
70,521
70,305
70,118
489,856
509,855
53,071
456,784
152,997
64,883
21,637
918,480
772,917
22,463
750,454
127,789
(12,379)
(19,319)
569,600
917,130
722,720
194,410
211,519
25,501
60,077
119,054
4,883
83
4,800
1,294
(3,598)
(4,656)
118,179
56,197
4,371
51,826
10,274
(4,640)
1,747
289,357
2,435
635,091 233,549
3,578
59,494
5,000
54,000
0
2,435
4,786 228,763
3,578
59,391
0
103
1,088,158
2,863,20
9
753,896
2,109,31
3
0
15,302
0
9,996
2,845,57
8
(31,248)
5,193
(205)
9,848
(31,245)
18,896
(190)
9,789
0.30
(0.38)
1.81
318,834
282,037
2.59
543,683
499,149
0
499,149
15,407
15,407
15,407
543,683
499,149
0
499,149
15,407
15,407
15,407
532,576 517,959
24,688
493,271
141,066
3,755
13,831
114
not
applicabl
e
not
applicabl
e
not
applicabl
e
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.
Worldplus Holdings L.L.C.
Lingyao Technology
(Shenzhen) Co., Ltd.
GenkiTek
11,107
162,400
8,266
29,516
2,265
110
6,001
29,406
524,501
250,000
240,000
1,876,11
4 566,219
70
1,309,89
5
5,818
49,515 (18,257)
5,888
31,258
859
(168)
1,576
(170)
not
applicabl
e
(0.01)
574,132
(346)
(26,757)
467,669
(334)
(25,900)
9.09
(0.01)
(1.08)
12,393
0
1,823,93
7
19
58,952
219,960
268,500
0 268,500
107,601 107,601 107,601
219,960
268,500
0 268,500
107,601 107,601
107,601
25,157
301
0
301
204
178
167
82,134
163,631
0
163,631
119,303
112,648
112,579
87,540
27,947
624
27,323
0
(44,680)
(43,990)
131,310
103,679
22,546
81,133
61,534
(39,244)
(38,399)
112,669
104,569
0
104,569
0
(5,146)
(5,146)
83,334
32,000
63,706
26,692
8,983
2,663
54,723
24,029
8,111
307
(5,274)
(8,036)
(3,813)
(7,971)
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
not
applicabl
e
(2.49)
Note: The financial information of the above business relationship is prepared using the International Financial Reporting Standards.
115
9.1.7 Consolidated Financial Statement of Sunplus Affiliates
Relationship Statement of Consolidated Financial Statements
The Company's 2020(as of January 1, 2020 to December 31, 2020) 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 29, 2021
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, 2021
334