Annual: Service With Passion
Annual: Service With Passion
Annual: Service With Passion
Report
SERVICE WITH PASSION
Board Members
Position Name Nationality Experience and Education
Executive Authorized ROC Master of Science, Sloan School of Management, MIT, USA
Chairman Representative of 1. 1999~ 2000 Secretary General of the Office of the Chairman of Chailease
Chun An Investment Group
Co., Ltd. 2. 2002 ~ 2013 President of Chailease Finance Co., Ltd. ( As Division Head of
Fong-Long Chen Information Technology from 2006/02 ~2008/12 )
3. 2007~ 2013 CEO of Financial One Corp.
4. 2011~till now Chairman and President of the Company
5. 2007~till now Chairman of Chailease Finance Co., Ltd.
6. 2011~till now Chairman of Fina Finance & Trading Co., Ltd.
7. 2007~till now Chairman of Chailease International Finance Corporation
8. 2015~till now Chairman of Chailease Energy Integration Co., Ltd.
9. 1999~till now Director of Asia Sermkij Leasing Public Company Limited
10. 1999~till now Director of Bangkok Grand Pacific Lease Public Company
Limited
11. 2007~2019 Chairman of The Taipei Leasing Association
12. 2005~ till now Vice Chairman of Asian Leasing & Finance Association
Director Authorized ROC MBA, Leonard N. Stern School of Business, NYU, USA
Representative of 1. 1997~1998 Chief Secretary of Chailease Group
Chun An Investment 2. 1998~2003 Executive Vice President of Chailease Finance Co., Ltd.
Co., Ltd Andre J.L. Koo 3. 2000~2003 CEO of Chailease Group
4. 2000~2007 President and CEO of My Funding
5. 2003~till now President of Chailease Group
6. 2007~2011 Chairman of Financial One Corp.
7. 2009~2013 Chairman of Chailease Holding Company Limited
8. 2013~till now Director and Chairman of the Management Committee of
the Company
Director Chee Wee Goh Singapore Bachelor of Science ( First Class Honours ), University of Singapore Master
of Science in Engineering, University of Wisconsin, USA Diploma in Business
Administration, University of Singapore
1. 1969~1980 Singapore Institute of Standards and Industrial Research,
Divisional Director.
2. 1981~1993 National Trades Union Congress, Deputy Secretary General
3. 1993~1997 Ministry of Trades and Industry, Communications and Labour,
Minister of State
4. 1997~2003 Comfort Group Ltd, Chief Executive Officer and Managing
Director
Director Authorized ROC EMBA, National Taiwan University
Representative of 1. 2011~till now Director and Chief Human Resources Officer of the
Chun An Technology Company (As Director from 2017/08)
Co., Ltd. 2. 2005~till now Director and Chief Human Resource Officer of Chailease
Hsiu-Tze Cheng Finance Co., LTD
3. 2005~till now Chief Human Resource Officer of Chailease International
Leasing Co., Ltd.
4. 2016~till now Director of Fina Finance & Trading Co., Ltd.
5. 2017~till now Chairman of Chailease Royal Leasing Plc.
6. 2018~till now Chairman of Chailease Royal Finance Plc
7. 2017~till now Chairman of Chailease Berjaya Finance Corporation
Director Authorized ROC MBA, Leonard N. Stern School of Business, NYU, USA
Representative of Hong Kong 1. 1996~2005 Partner of AIF Capital
Chun An Technology 2. 2005~2006 CFO of Petrolom Energy
Co., Ltd. 3. 2008~2010 Advisor of Matlin Patterson Global Distress Fund
King Wai Alfred Wong
Director Authorized ROC Master Degree in International Affairs, NCCU
Representative of 1. 1971~2010 Investigator of Ministry of Justice Investigation Bureau
Li Cheng Investment 2. 2010~2012 Deputy director of Ministry of Justice Investigation Bureau
Co., Ltd. 3. 2012~2013 Executive consultant of Chailease Construction and
Chih-Yang Chen Development Corp
4. 2014~ till now Chairman of Chailease Construction and Development
Corp
Position Name Nationality Experience and Education
1
CONTENTS
06 Address of Subsidiaries
07 I. Letter to Shareholders
10 II. Introduction of the Company
10 (1) Date of establishment
10 (2) History of the Company
2
Chailease Holding Company Limited
79 (6) Dividend policy and distribution of 250 VII. Review and Analysis of the Financial
profit
79 (7) Effect upon business performance and Condition,Performance and Risk
earnings per share of any stock dividend Management
distribution proposed or adopted at the 250 (1) Review and analysis of Financial status
most recent shareholders' meeting 251 (2) Review and analysis of Financial
80 (8) Employee profit sharing and Directors' and performance
supervisors' compensation 251 (3) Review and analysis of Cash Flow
80 (9) Buyback of common stock 251 (4) Major Capital expenditures in recent years
81 (10) Issuance of corporate bonds and impacts on financial and operational
91 (11) Issuance of Preferred stock situations
92 (12) Issuance of global depositary shares 252 (5) Investment Policies and Results in recent
92 (13) The information on employee share years
subscription warrants 254 (6) Risk Management Framework & Policy
92 (14) The information on issuance of new shares 256 (7) Information Security and Personal
in connection with mergers or acquisitions Information Protection
or with acquisitions of shares of other 264 (8) Sources of Risks and Evaluations
companies
93 (15) Financing plan and implementation 269 VIII. Special notes
267 (1) Information about the affiliates
96 V. Operational Highlights 283 (2) Private Placement Securities in 2019
96 (1) Business Overview and as of the Date of this Annual Report
105 (2) Market and Sales Overview 283 (3) The Company's Shares Held or Disposed
110 (3) Head count, average seniority, average by Subsidiaries in Recent Years until the
age and educational background Annual Report being Published
of employees in the recent two years and 283 (4) Statement of Company Operating
as of the publication date of the annual Procedures for Handling Internal Material
report Information
111 (4) Information on environmental protection
expenditures 283 IX. Pursuant to the Article 36-3-2
111 (5) Labour Relations of Security Exchange Act, Event
114 (6) Cyber Security Management
117 (7) Important Contract
Having Material Impact on
Shareholder's Equity or Share Price
132 VI. Financial Highlights
132 (1) Condensed financial reports for the past in the Latest Year until the Annual
five fiscal years Report being Published
134 (2) Financial analysis for the past five fiscal
years 284 X. Major differences in the Company's
135 (3) Key Performance articles of association and ROC
136 (4) Audit committee's report on financial
statements from the most recent year regulations on shareholders' equity
137 (5) Financial Report (Attachment) protection
137 (6) Impact of the financial distress occurred
to the company and affiliates in recent
years until the annual report being
published
3
A supporting partner
of our customers,
a driving force of
economic success
4
Chailease Holding Company Limited
5
Address of Subsidiaries
■ Fina Finance & Trading Co., Ltd. ■ Chailease International Trading Company Limited
3F., No.360, Ruiguang Rd., Neihu Dist., Taipei City 114, Taiwan 28F., Saigon Trade Center, 37 Ton Duc Thang St., Ben Nghe
(R.O.C.) Ward, District 1, Ho Chi Minh City, Vietnam
+886-2-8797-6168 +84-28-3910-1518
www.chailease.com.tw www.chaileasetrade.com.vn
China Philippines
■ Chailease International Finance Corporation ■ Chailease Berjaya Finance Corporation
Building 1, Lane 631, Jinzhong Rd., Changning District, 5F, 45 San Miguel Building, San Miguel Ave., Ortigas Center,
Shanghai, PRC Pasig City, Metro Manila, Philippines
+86-21-5208-0101 +63-2723-6388
www.chailease.com.cn www.chailease.com.ph
With these measures, Chailease Holding Company's domestic and international offices have been able to respond rapidly
to the pandemic's ebbs and flows. The biggest changes that Chailease Holding Company welcomed during the pandemic
were our successful digital transformation and effective remote work strategy. Even though the pandemic has been going
back and forth and there are still many uncertainties in the current landscape, Chailease Holding Company has been
fortunate to maintain positive sales growth during these trying times thanks to our hardworking employees.
Our consolidated revenue of 2021 totaled NT$72.16 billion, a 21% growth from the previous year. Revenue in the three
major markets in 2021, Taiwan, Mainland China, and ASEAN increased by 22%, 22%, and 18%, respectively, over the
previous year. The consolidated net profit totaled NT$21.644 billion, a 28% growth from 2020. Our EPS reached NT$14.80
and profits in Taiwan, Mainland China, and ASEAN increased by 26%, 45%, and 68%, respectively, over the previous year.
Sustainable Operations
In accordance with sustainable mindsets, we've integrated Environmental, Social and Governance (‘ESG') into our
management strategies to extend our scope of influence. This includes issuing green bonds and providing a sustainable-
index-linked commercial promissory note to fund green energy projects. To exert influence of upstream and downstream
industries, we've also added ESG criteria when selecting customers and partners.
Chailease Holding Company received international honors in the areas of ESG. We were selected, for the second
consecutive year, by the Dow Jones Sustainability Index, DJSI, as a constituent stock of both the "DJSI World Index" and
"DJSI Emerging Markets Index". The S&P Global Inc. has also, again for the second consecutive year, given Chailease
Holding Company the award of the Global Bronze Class Award in the category of Diversified Financial Services and Capital
Markets in S&P Global Inc.'s 2022"The Sustainably Yearbook." We have been selected as a constituent stock of the Morgan
Stanley MSCI Global Sustainability Indexes for seven consecutive years.
We've also received many honors domestically. In 2021, we were listed as one of the top 20 international Taiwanese
brands by the Taiwan International Brand Award for the 8th consecutive year, ranked in the top 5% in the Corporate
Governance Evaluation of TWSE/TPEx listed companies for the sixth time, selected as a constituent stock for FTSE4Good
Index for three consecutive years, and selected for the Taiwan Corporate Governance 100 Index for seven consecutive
years.
To connect with the global market, Chailease Holding Company launched its Asian Pacific Management Associate (MA)
Program in 2013. As we welcome the program's 10th-year anniversary, we decided to expand and launched four major
talent development projects: the Asian Pacific Management Associate Program recruits and trains high-potential talents
for Chailease Holding Company as management trainees for overseas offices to help us expand the overseas market; the
7
Greater ASEAN Internship and Employment Program offers internships to ASEAN students in Taiwan and encourages
them to stay in Taiwan or return to their countries for work after graduation; the International Talent Program targets
back-office employees that help our ASEAN subsidiaries grow to enable high performances in their respective positions;
and the Chailease Talent Development Program gives our employees the opportunity to apply to work domestically or
overseas given a set of criteria, offering them the chance to achieve their own career goals.
We also believe that, in response to the evolving products and services at Chailease Holding Company, the next
generation of talent must have diverse capabilities across various fields and disciplines, including engineering
management talent for our solar power plants, digital skill talent for online products, etc. We will continue striving to fulfill
our "TALENT, in Taiwan" commitment.
2022 Strategies
We anticipate slower economic growth in 2022. As such we will be adopting two established management strategies:
"product differentiation" and "product localization" to strengthen our presence in overseas markets.
For "product differentiation," we aim to uncover niche markets through product differentiation, dedicating ourselves to
maximizing our presence in each niche market and aggregating results across multiple niche markets to generate real
financial results. In other words, we will strive to evolve, perfect, strengthen, and improve our products in SME financing,
small automobiles, trucks, planes, ships, consumer financing, fishery financing, and solar power plant financing and
investing from existing services and become the industry benchmark.
For "product localization," we aim to drive growth momentum by offering quick customer service, from point to service,
and integrating the upstream and downstream industry chain. In 2022, we plan to strengthen our presence in Wuhan,
Wuxi, Fuzhou, and Qingdao by adding new service locations. In the ASEAN market, we are also planning to start offices
in Chachoengsao Province (Thailand), Nghe An (Vietnam), Ha Tinh (Vietnam), Binh Dinh (Vietnam), Khanh Hoa (Vietnam),
Kuala Terengganu (Malaysia), Sabah (Malaysia), and Sarawak (Malaysia). We estimate that we will have 124 service
locations in Taiwan and beyond by the end of 2022.
Established in 2000, Chailease Consumer Finance Co. has focused its core business on consumer financing services and is
the prototype for our consumer financing reference design. Through offline channels, Chailease Consumer Finance has
been able to strengthen its presence in the consumer installment loan markets and has accumulated millions of offline
consumers. In 2018, to transition its consumer finance services online, the Company launched "0Card," a "buy now, pay
later" card-free online payment system. The Company continued to expand into the "low price high volume" consumer
segment and diverse spending scenarios, hoping to develop partners in different industries. By the end of 2021, Zero
Card( 0card) had 740,000 online members and 40,000 online vendors. Looking ahead, we expect online members to reach
1 million and registered online vendors to reach 100,000 in 2023.
The Zero Card (0card) brand launched in Taiwan is a paradigm that we will use to build a standardized, institutionalized,
and systematic digital tool for consumer financing products. Our next step will be to replicate the success at ASEAN
subsidiaries through reference designs and resource sharing, systematically helping all subsidiaries launch consumer
financing products. In the future, we also hope to expand into Mainland China's financing sector and Taiwan's corporate
financing sector.
8
Growing Green Energy
With the global net zero carbon trend, Chailease Holding Company has long been spotlighting energy conservation and
environmental protection in SMEs and using renewable energies to support environmental and industrial sustainability.
In 2015, we established Chailease Energy Development Corporation to transition our role from power plant financers to
investors, focusing on developing small and large ground-mounted solar panels as well as a comprehensive solar power
plant industry chain. By 2018, Chailease Energy Development Corporation was already the leading investor in Taiwan's
photovoltaic industry. As of the end of 2021, Chailease Energy Development Corporation owned 2,655 solar power plants
that generated a total of 918MW.
Chailease Holding Company is committed to developing renewable energies and pursuing sustainable development. We
started to support green industries by financing and then building solar power plants, and gradually entered the energy
storage and selling market. We recognize that Electric Vehicles will become increasingly prevalent and are also investing
in the charging station industry. We aim to connect the green energy sector's value chain to create a market advantage
for the benefit of many stakeholders.
The success of our Taiwan and Thailand subsidiaries in promoting insurance products can serve as a reference to other
subsidiaries, allowing them to replicate the success. Looking into the future, we aim to accelerate the expansion of our
insurance brokerage businesses and develop it into one of the group major sources of profit.
In the new year of 2022, Chailease Holding Company will maintain clear targets, strong management, and consistent
innovation moving forward. We will stay optimistic and expectant while acting cautiously and strive to create maximum
value for all our shareholders.
Fong-Long Chen,
Chairman
9
II. Introduction of the Company
In 2007, Chailease Finance exchanged 100% of its shares with Financial One Corp. and became the subsidiary of
Financial One Corp., which was listed in the Singapore Stock Exchange on July 11, 2007. Financial One Corp. was the
first Taiwan-based financial enterprise that was successfully listed on the Singapore Stock Exchange.
To integrate the operations in Asia, Chailease Holding Company Limited was incorporated under the laws of the
Cayman Islands in 2009 and the project of reorganization was launched. Financial One Corp. was voluntarily delisted
from the Singapore Stock Exchange on April 27, 2011 and transferred the shares of the Company to its shareholders
on the same day. Upon the completion of the shares transfer, the former shareholders of Financial One Corp. came
to hold shares of the Company directly. The Company's shares were traded in the over-the-counter stock market of
the ROC since July 11, 2011. On December 13, 2011, the Company was successfully listed on the TWSE.
■ Diversification
Under the guidance of multi-dimensional strategies, the subsidiaries that specialize in the niche market have been
established in Taiwan continuously, including Fina Finance & Trading Co., Ltd., Chailease Consumer Finance Co., Ltd.,
Chailease Auto Rental Co., Ltd., Chailease Insurance Brokers Co., Ltd. and Chailease Cloud Service Co., Ltd. To extend
the value chain of green energy business, Chailease Finance acquired 100% of Yun Tang Inc. in 2014, and established
General Energy Solutions Co. Ltd., in 2015. Based on the competitive advantage of leasing and installment sales
business, we aim to assist clients in implementing energy saving and production projects by exploiting our green
energy technology and expertise, and also engage in the investment, EPC, operations & maintenance of solar power
plants. Currently, Chailease Finance ranks number one in terms of solar power plants owned in Taiwan, bringing
long- term and stable non-interest revenue to the Company given the long-term contract with Taipower Company
to provide electricity at stable prices.
■ Internationalization
Internationalization has also become the Company's critical strategy for business development.
In 1983, Grand Pacific Financing Corp. was formed to provide commercial real estate financing to small and medium
sized businesses in United States.
10
In 1989, Bangkok Grand Pacific Lease Public Company Limited ("BGPL") was established in Thailand through a joint
venture with the Bangkok Bank to offer leasing and installment sales for Taiwan business community in Thailand
to obtain manufacturing machinery and equipment. In 1992, BGPL acquired Asia Sermkij Leasing Public Company
Limited ("ASK"), which specializes in installment sales for automobiles and personal loans. In 2004, the shareholding
In 2005, the Company received the first approval of foreign-owned leasing license from the PRC government to set
up Chailease International Finance Corporation ("CIFC") in Shanghai. At the beginning of the development, the goal
is to provide equipment and manufacturing machinery leasing to SMEs located in the PRC as well as foreign-owned
companies. After years of efforts, the business has expanded from the coastal areas to inland regions. The customer
base is broadened to include local entities. At present, we have 56 networks nationwide. CIFC continuously
invested in specialized subsidiaries, including Chailease International Corporation, Chailease Finance International
Corporation and Jirong Real Estate Company Limited. Chailease International Commercial Factoring Corporation
(Shanghai) and Chailease Commercial Factoring Corporation (Tianjing) were set up in 2019 and 2021 respectively to
extend factoring services.
In 2006, we received approval from the State Bank of Vietnam to establish Chailease International Leasing Company
Limited ("CILC") in Ho Chi Minh City, an industrial and business center in Vietnam, and commenced operations in
January 2007. Its main business is to provide leasing business of machinery equipment and automobiles for both
Taiwanese and local companies and insurance agency business. At present, CILC has set up eight business offices
in Ho Chi Minh City, Ha Noi, Can Tho, Hai Phong, Binh Duong, Da Nang, Long An and Dong Nai. In 2016, Chailease
International Trading Company Limited was established to offer importing and exporting services.
In 2015, Chailease International Company (UK) Limited was established in London, United Kingdom, primarily
focusing on aircraft engine leasing business, market research and consultancy services. We expect that the UK
subsidiary will become our hub to extend the network to the European market.
In 2015, Chailease Berjaya Credit Sdn. Bhd. was established through a joint venture with Berjaya Group Bhd. in
Malaysia. It mainly engages in vehicle financing and gradually expand to consumer goods financing. At present, we
have headquarters in Kuala Lumpur, two branches in Johor Bahru and Penang, one representative office in Kuantan,
four outlets and three mobile offices. Chailease Agency Sdn. Bhd. and Chailease Services Sdn. Bhd were established
in 2017 and 2019 respectively to provide insurance agency services.
In 2016, Chailease Royal Leasing Plc. was established through a joint venture with Royal Group in Phnom Penh,
Cambodia. It offers finance lease services for vehicles and equipment. To expand business scope and profoundly
localize operations, we acquired 60% shares of a microfinance company from Royal Group and established Chailease
Royal Finance Plc. in Phnom Penh, Cambodia in 2018, mainly providing working capital for medium-sized/micro-
sized enterprises as well as motorcycle and consumer financing.
In 2017, Chailease Berjaya Finance Corporation was established through a joint venture with Berjaya Group Bhd.
in Philippines, focusing in providing vehicle financing. We have set up four business offices in Manila, Pampanga,
Laguna and Batangas.
In 2021, PT Artha Sekawan Asia (PT ASA), a subsidiary of Indonesia's PT Mahanusa Capital, jointly invested in the
acquisition of 100% equity of PT U Finance Indonesia. After the acquisition, the new company was named PT
Chailease Finance Indonesia. In the first two years of operation, the vehicle financing business in the Greater Jakarta
area is the main focus of development.
The Company will continue expanding the ASEAN market, making it the third growth engine beside Taiwan and
China.
11
III. Corporate Governance Report
(1) Organization
1. Organizational structure
Shareholders
Board
Chairman
President
Administration Department
Investor Relations & Public
Accounting and Financial
Business Management
Relations Department
Audit Department
Legal Department
Human Resource
IT Department
Department
Department
Department
12
2. Business of departments
A chairman and a president are appointed in the Company and the president supervises the presidents of groups
and functional managers. The president executes the resolutions of the Board in accordance with the instructions
13
Department Duties
1. Finance
Overall manage, allot and apply the financial resources of the Holding Company; Plan and coordinate
the transaction limits for the subsidiaries of the Holding Company with the financial institutions;
Develop multiple channels to raise funds in response to the capital requirements of the Holding
Accounting and Financial Company; Develop and establish the international ratings of the Holding Company.
Department 2. Accounting
Establish a unified accounting policy in conformity with the external rules and the requirements of
the authorities and effectively supervise the implementation of the subsidiaries; Overall plan the
audit schedule for the financial report of the Holding Company, implement the plan and carry out
the tasks.
Human Resources In charge of managing human resources; and supervising and assisting subsidiaries in the planning and
Department integration of human resources.
Manage and supervise the establishment of evaluation, risk assessment and risk management policies
for the financial asset quality of the Holding Company; assist the subsidiaries in the risk assessment
Risk Management
system; establish the credit risk prediction model ; in charge of the risk management project planning;
Department
promote and implement the decisions on risk management made by the "Management Committee and
the Board."
In charge of corporate governance affairs; handling regulatory compliance; legal matters; statutory
research and consultation; and supervising and assisting subsidiaries in the planning and integration of
legal & compliance.
Legal Department
Oversees general meeting administration for the board of directors, the Audit Committee and other
functional committees under the board. The corporate governance officer is in charge of handling
general affairs for the board of directors, and reports directly to the board.
To assist the board of directors and management to review and evaluate the effectiveness of the internal
control system of the company and to provide recommendations timely to ensure the internal control
system of the company is effectively designed and operating and reasonably assures the achievement of
Audit Department
the objectives for knowledge of the degree of achievement of operational effectiveness and efficiency
objectives, the reliability, timeliness, transparency, and regulatory compliance of the reporting, and
compliance with applicable laws, regulations, and bylaws.
In charge of establishing the medium term and long-term information development strategies of the
IT Department Holding Company; discussing and assessing the main information investments; and supervising and
assisting subsidiaries in the planning and integration of information security management.
Execute the registration and filings of the holding company and subsidiaries; execute the related affairs
Administrative Department of board meetings, shareholder's meetings and shareholder services; execute the announcements on
MOPs; and in charge of the administrative affairs of the Company and subsidiarires.
14
(2) Information regarding the Board of Directors and management team:
Common Shares
Common Shares
Common Shares
Common Shares
Gender and Age
Date Elected
Percentage
Percentage
Percentage
Percentage
Nationality
Position
Tenure
Name
Relations
Position
Name
Preferred Shares
Preferred Shares
Preferred Shares
Preferred Shares
Percentage
Percentage
Percentage
Percentage
Fong-Long Chen Male ROC 2017/05/26 2020/05/27 3 2,703,424 0.20% 2,952,138 0.20% 217,997 0.02% - - ■ Master of Science, Sloan School of Note1 – – – Note 10&
(Authorized repre- 61-70 years Management, MIT, USA Note 11
sentative of Chun An - - - - - - - - 1. Chairman and President of Chailease
Investment Co., Ltd.) Holding Company Limited
2. Chairman of Chailease Finance Co.,
Ltd.
3. Chairman of Fina Finance & Trading
Co.
4. Chairman of Chailease International
Finance Corporation
5. Chairman of Chailease Energy
Chairman
Integration Co.
6. Director of Asia Sermkij Leasing Public
Company Limited
7. Director of Bangkok Grand Pacific
Lease Public Company Limited
8. Chairman of The Taipei Leasing
Association
9. Vice Chairman of Asian Leasing &
Finance Association
Chun An Investment ROC 2017/05/26 2020/05/27 3 31,518,000 2.37% 34,417,656 2.37% - - - - – – – – –
Co., Ltd. years
- - - - - - - -
Andre J.L. Koo Male ROC 2017/07/12 2020/05/27 3 - - 34,201 0.00% 139,803,423 9.64% ■ MBA, Leonard N. Stern School of
- - Note 2 - - -
(Authorized repre- 51-60 years Business, NYU, USA
sentative of Chun An - - - - - - - - 1. Chief Secretary of Chailease Group
Investment Co., Ltd.) 2. Executive Vice President of Chailease
Finance Co., Ltd.
3. CEO of Chailease Group
4. President and CEO of My Funding
5. President of Chailease Group
Director
15
Other managers, directors
and supervisors with a
Shareholding currently Spouse & Minor Shares held under
spouse and relative within Note
when Elected Shareholding shareholding the name of others
Common Shares
Common Shares
Common Shares
Common Shares
Gender and Age
Date Elected
Percentage
Percentage
Percentage
Percentage
Nationality
Position
Tenure
Name
Relations
Position
Name
Preferred Shares
Preferred Shares
Preferred Shares
Preferred Shares
Percentage
Percentage
Percentage
Percentage
Chee Wee Goh Male Singapore 2011/03/21 2020/05/27 3 - - - - - - - - ■ Bachelor of Science (First Class Note 3 – – –
71-80 years Honours), University of Singapore.
- - - - - - - - ■ Master of Science in Engineering,
University of Wisconsin, USA
■ Diploma in Business Administration,
University of Singapore
1. Singapore Institute of Standards and
Director
King Wai Alfred Male HK 2017/08/29 2020/05/27 3 - - - - - - - - ■ MBA, Leonard N. Stern School of Note 5 – – –
Wong (Authorized 51-60 years Business, NYU, USA
representative of - - - - - - - - 1. Partner of AIF Capital
Chun An Technology 2. CFO of Petrolom Energy
Director
16
Other managers, directors
and supervisors with a
Shareholding currently Spouse & Minor Shares held under
spouse and relative within Note
when Elected Shareholding shareholding the name of others
Common Shares
Common Shares
Common Shares
Common Shares
Gender and Age
Date Elected
Percentage
Percentage
Percentage
Percentage
Nationality
Position
Tenure
Name
Relations
Position
Name
Preferred Shares
Preferred Shares
Preferred Shares
Preferred Shares
Percentage
Percentage
Percentage
Percentage
Chih-Yang Chen Male ROC 2017/08/29 2020/05/27 3 - - - - - - - - ■ Master Degree in International Affairs, Note 6
(Authorized 71-80 years NCCU
representative of Li - - 50,000 0.03% - - - - 1. Investigator of Ministry of Justice
Cheng Investment Investigation Bureau
Co., Ltd.) 2. Deputy director of Ministry of Justice
Investigation Bureau
Director
Casey K. Tung Male USA 2020/05/27 2020/05/27 3 - - - - - - - - ■ Master of Science in Business Note 7 - - -
71-80 years Administration, California State
- - - - - - - - University, Long Beach, U.S.A.
I Independent Director
Honours)
■ Passed the Overseas Lawyers
Qualification Examination, Hong Kong
Law Society
1. Berwin Leighton, Partner
2. Denton Wilde Sapte, Partner
3. Jones Day, Partner
4. Responze TV PLC, Executive Chairman
5. Financial One Corp, Independent
Director
Ching Shui Tsou Male ROC 2020/05/27 2020/05/27 3 - ■ Master in Economics, Soochow Note 9
Independent Director
- - - - - - -
61-70 years University, Taiwan
- - - - - - - - 1. Senior Specialist of the Investment
Commission, Ministry of Economic
Affairs, R.O.C.
Note1: Chairman and President of Chailease Holding Company Limited; Chairman of Fina Finance & Trading Co., Ltd.; Chairman of Chailease Finance (B.V.I.) Company Ltd.; Chairman and
President of Chailease Consumer Finance Co., Ltd.; Chairman of Chailease Specialty Finance Co., Ltd.; Director of Asia Sermkij Leasing Public Company Limited; Director of Bangkok
Grand Pacific Lease Public Company Limited; Chairman of Chailease Credit Services Co., Ltd.; Director of Grand Pacific Holdings Corp.; Chairman of Chailease Finance Co., Ltd.; Director
of Golden Bridge (B.V.I.) Corp.; Director of My Leasing(Mauritius) Corp.; Chairman of Chailease International Finance Corporation; Chairman of Chailease Finance International
Corp.; Chairman of Chailease International Corp.; Chairman of Jirong Real Estate Co., Ltd.; Chairman of Chailease Cloud Service Co., Ltd.; Director of Chailease International Financial
Services Co., Ltd.; Director of Chailease International Company (UK) Limited; Chairman of Chailease Energy Integration Co., Ltd.; Chairman of Power Technology Co., Ltd.; Director
of Chailease International Company (Hong Kong) Limited; Chairman of Chailease International Financial Services (Singapore) Pte. Ltd.; Chairman of Ho Lien Energy Integration Co.,
Ltd.; Chairman of Chung Cheng Energy Integration Co., Ltd.; Director of Chailease Commercial Factoring Corporation; Chairman of Tai Yuan Energy Integration Co., Ltd.; Chairman
of Chung Ho Energy Integration Co., Ltd.; Chairman of Chung Yen Energy Integration Co., Ltd.; Chairman of Tien Jen Energy Co., Ltd.; Chairman of Tien Sin Intelligent Green Energy
Co., Ltd.; Chairman of Tien Jui Energy Co., Ltd.; Chairman of Tien Chu Energy Co., Ltd.; Chairman of Tien Ying Energy Co., Ltd.; Executive Director of Chailease Commercial Factoring
Corporation.; Director of CL Capital Management Co., Ltd.; Director of CL Investment Partners Company Limited (He holds positions in 37 componies in total)
17
Note2: Director and Chairman of the Management Committee of the Company; Director of Chailease Capital (Thailand) Co., Ltd.; Chairman of Chailease Group; Chairman of
Chailease Enterprise Company Limited; Chairman of Chun An Investment Co., Ltd.; Chairman of Chun An Technology Co., Ltd.; Chairman of Li Cheng Investment Co., Ltd.;
Director of R.C. Corp.; President Managing Director of Yellowstone Holding AG(He holds positions in 9 companies in total.)
Note3: Director of Chailease Holding Company Limited.; Director of Chailease International Financial Services (Singapore) Pte. Ltd.; Director of Chailease International Financial
Services Co., Ltd.; Independent Director of Beng Kuang Marine Ltd.; (He holds positions in 4 companies in total.)
Note4: Director and Chief Human Resources Officer of the Company; Director and Chief Human Resource Officer of Chailease Finance Co., LTD; Chief Human Resource Officer
of Chailease International Leasing Co., Ltd.; Director of Fina Finance & Trading Co., Ltd.; Director of Chailease Consumer Finance Co., Ltd.; Chairman of Chailease Royal
Leasing Plc.; Chairman of Chailease Royal Finance Plc; Chairman of Chailease Berjaya Finance Corporation; Director of Diamond Rain Group Limited.; Director of Chailease
Enterprise Company Limited; Chairman of ChaiCo Investment Corp.; Chairman of Qin An Investment Consulting (SH) Co., Ltd. (She holds positions in 12 companies in
total.)
Note5: Director of the Company; Director of Chailease Finance (B.V.I) Company Ltd.; Director of Chailease International Company (Hong Kong) Limited.; Managing Director of CL
Capital Management Co., Ltd.; Director of CL Investment Partners Company Limited; Director of Philippine Grain International Corporation; Director of Chaico Investment
Corporation; Chairman of Chailease Biofund Company Limited; Director and President of Chaico Development (HK) Limited; Director of Yellowstone Holding AG (He holds
positions in 10 companies in total.)
Note6: Director of the Company; Director of Yellowstone Holding Corp; Chairman of Chailease Construction and Development Corp.; Chairman of Yellowstone Interior Design
Company Limited..; Director of Chailease Construction Bosser Design(MU) Corp.; Director of Paradise Walk Investments (SAMOA) Corp.; Executive Director of Zhongyou
Investment Management Consultants (Shanghai) Co., Ltd.; Representative of Yujia Investment Management Consultants (Shanghai) Co., Ltd; Representative of Shanghai
Jiasheng Decoration Engineering Co., Ltd (He holds positions in 9 companies in total.)
Note7: Independent Director of Chailease Holding Company Limited; Independent Director of GigaMedia Limited.(He holds positions in 2 companies in total.)
Note8: Independent Director of Chailease Holding Company Limited.; Adjunct Professor of Law at the Law Faculty of Bond University.; Solicitor qualified in UK and in Hong Kong
(non- practising).;Director and CEO of Teras International Corp; Non-executive Director of Koenig Heritage Pty Limited. (He holds positions in 5 companies or institutions in
total.)
Note9: Independent Director of the Company (He holds positions in 1 company in total.)
Note10: For the company being an investment holding company, there is no actual business activities in itself. Although the Chairman and the General Manager are the
same person, each of the critical subsidiary under the control of holding company, such as Chailease Finance Co., Ltd.、FINA Finance & Trading Co. Ltd. and Chailease
International Finance Co., Ltd. and so on. There is no such situation in critical subsidiaries that the Chairman and the General Manager or other equivalent highest level
manager are the same person, and the actual business operation is consistent to the spirit of corporate governance.
Note11: The current composition of the members of the board has met the requirement that more than half of the directors are not concurrently employees or managers, and
the growth of independent directors will be included in future planning considerations.
(2) Supervisors: No supervisors are established since because an audit committee is formed by the independent
Directors in accordance with the Articles of Association.
(3) Main shareholders of the corporate director
March 22, 2022
Name of corporate shareholder Main shareholders of the corporate shareholder
Andre J.L. Koo : 99.8%
Chun An Investment Co., Ltd.
Chi- Hwa, Koo Chou: 0.2%
Andre J.L. Koo : 0.1%
Chun An Technology Co., Ltd.
Chi- Hwa, Koo Chou: 99.9%
Andre J.L. Koo: 1.0%
Li Cheng Investment Co., Ltd.
Chi-Hwa, Koo Chou: 99.0%
(4) Main shareholders of the corporate director as a juridical person : Not suitable.
18
(5) Directors'(including independent Directors) Professional Knowledge and Independent Information
Concurrent
Qualifications
post of
Professional Qualification Requirements and independent
19
Concurrent
Qualifications
post of
Professional Qualification Requirements and independent
Experience Independent Status (Note 2) director in
(Note 1) other public
release
Name company
1. Work experience in the area of commerce and -
otherwise necessary for the business of the
King Wai Alfred Wong company.
(Authorized representative 2. Served as Partner of AIF Capital, CFO of Petrolom
of Chun An Technology Energy, Advisor of Matlin Patterson Global
Co., Ltd.) Distress Fund.
3. Not been a person of any conditions defined in
Article 30 of the Company Law.
1. Work experience in the area of commerce, law -
and otherwise necessary for the business of the
company.
2. Served as Investigator of Ministry of Justice
Chih-Yang Chen Investigation Bureau, Deputy director of Ministry
(Authorized representative of Justice Investigation Bureau, Executive
of Li Cheng Investment consultant of Chailease Construction and
Co., Ltd.) Development Corp, Chairman of Chailease
Construction and Development Corp..
3. Not been a person of any conditions defined in
Article 30 of the Company Law.
20
Concurrent
Qualifications
post of
Professional Qualification Requirements and independent
Experience Independent Status (Note 2) director in
22
2. Presidents, executive vice presidents, vice presidents and heads of departments and branches:
March 22, 2022
Managers, Directors
Shares currently or supervisors
Common Shares
Common Shares
Position held
Position
Percentage
Percentage
Percentage
Note
Name Gender ROC and education
since (Note1)
Relations
Position
Name
Preferred Shares
Preferred Shares
Preferred Shares
Percentage
Percentage
President Fong-Long Chen Male ROC 2011/02/11 2,952,138 0.20% 217,997 0.02% ─ Percentage
─ ■ Master of Science, Sloan School of Note2 – – – – Note24
Management, MIT, USA
─ ─ ─ ─ ─ ─
Important Kuen-Ming Chen Male ROC 2020/09/15 1,111,414 0.08% 577,481 0.04% ─ ─ ■ Bachelor of Accountancy, National Chung Hsing Note3 – – – – –
Regional Operating University
Officer (Chailease ─ ─ ─ ─ ─ ─
International Finance
Corporation)
Important Regional Ming- Ching Hou Male ROC 2020/09/15 1,049,317 0.07% 63,546 0.00% ─ ─ ■ Bachelor of Statistics, National Cheng Kung Note4 ─ ─ ─ ─ ─
Operating Officer University
(Chailease Finance 70,000 0.05% ─ ─ ─ ─
Co., Ltd.)
Chief Human Hsiu-Tze Cheng Female ROC 2004/01/01 620,405 0.04% 62,077 0.00% ─ ─ ■ EMBA, National Taiwan University Note5 ─ ─ ─ ─ ─
Resource Officer
─ ─ ─ ─ ─ ─
Chief Strategy Officer Ying-Chih Liao Male ROC 2006/07/03 ─ ─ 467,265 0.03% ─ ─ ■ Ph.D. Program, Harvard University, USA Note6 ─ ─ ─ ─ ─
Corporate
Governance Officer ─ ─ ─ ─ ─ ─
Internal Audit Officer Chung-Chiang Yang Male ROC 2016/03/03 1,079 0.00% ─ ─ ─ ─ ■ MBA, Kansas State University, USA Note7 ─ ─ ─ ─ ─
─ ─ ─ ─ ─ ─
Finance and Account- Wen-Cheng Chen Male ROC 2016/03/05 ─ ─ 120,432 0.01% ─ ─ ■ Bachelor of Economics, National Chung Hsing Note8 ─ ─ ─ ─ ─
ing Officer University
20,000 0.01% 20,000 0.01% ─ ─
Risk Management Jenn-Yuan Liu Male ROC 2020/09/15 158,346 0.01% 11,604 0.00% ─ ─ ■ EMBA, National Taiwan University Note9 ─ ─ ─ ─ ─
Officer
63,361 0.04% 1,915 0.00% ─ ─
Information Joseph Tseng Male ROC 2020/09/15 ─ ─ ─ ─ ─ ─ ■ Master of Management , Ming Chuan University Note10 ─ ─ ─ ─ ─
Technology Officer
20,000 0.01% ─ ─ ─ ─
Executive Vice Mei-Fang Fan Female ROC 2012/04/09 ─ ─ ─ ─ ─ ─ ■ MBA, University of Washington, USA Note11 ─ ─ ─ ─ ─
President
10,000 0.01% ─ ─ ─ ─
Executive Vice Jyh-Her Wei Male ROC 2010/04/01 49,353 0.00% ─ ─ ─ ─ ■ MBA major in International Finance, City Note12 ─ ─ ─ ─ ─
President University of New York, USA
─ ─ ─ ─ ─ ─
Executive Vice Huei-Yeu Yang Male ROC 2022/1/20 ─ ─ ─ ─ ─ ─ ■ Master of Finance, University of Dallas, USA Note13 ─ ─ ─ ─ ─
President
45,000 0.03% ─ ─ ─ ─
ASEAN Chief Financial Yeu-Horng Jeng Female ROC 2014/09/01 ─ ─ ─ ─ ─ ─ ■ MS Accounting, Long Island University, USA Note14 ─ ─ ─ ─ ─
Officer
─ ─ ─ ─ ─ ─
Project Executive Vice Kuo-Jui Tseng Male ROC 2019/09/01 ─ ─ 15,400 0.00% ─ ─ ■ EMBA, National Cheng-Chi University Note15 ─ ─ ─ ─ ─
President
15,000 0.01% ─ ─ ─ ─
Senior Vice President Yu-Ting Weng Male ROC 2010/03/01 177,080 0.01% ─ ─ ─ ─ ■ Vice Bachelor of National University of Note16 ─ ─ ─ ─ ─
Technology
─ ─ ─ ─ ─ ─
Senior Vice President Chin-Tse Liu Male ROC 2019/11/01 90,203 0.01% ─ ─ ─ ─ ■ EMBA, National Cheng-Chi University Note17 ─ ─ ─ ─ ─
32,463 0.02% ─ ─ ─ ─
23
Managers, Directors
Shares currently or supervisors
Common Shares
Common Shares
Common Shares
Position held
Position
Percentage
Percentage
Percentage
Note
Name Gender ROC and education
since (Note1)
Relations
Position
Name
Preferred Shares
Preferred Shares
Preferred Shares
Percentage
Percentage
Percentage
Senior Vice President Shih-Wei Chien Male ROC 2003/03/01 26,060 0.00% ─ ─ ─ ─ ■ Vice Bachelor of business administration, Note18
Aletheia
─ ─ ─ ─ ─ ─
Senior Vice President Jing-Ying Sun Female ROC 2013/01/01 89,507 0.01% 12,244 0.00% ─ ─ ■ MBA, The George Washington University, USA Note19 ─ ─ ─ ─ ─
Senior Vice President Tsai-Tung Li Female ROC 2020/02/01 ─ ─ ─ ─ ─ ─ ■ Master of Science Industrial Relations, Note20 ─ ─ ─ ─ ─
University of NewHaven, USA
20,000 0.01% ─ ─ ─ ─
Senior Vice President Hsiao-Tung Li Female ROC 2022/01/15 ─ ─ ─ ─ ─ ─ ■ MBA, University of Durham, UK Note21
30,000 0.02% ─ ─ ─ ─
Vice President Kuai-Chen Chen Male ROC 2019/09/01 ─ ─ ─ ─ ─ ─ ■ Bachelor of Information Management, Note22 ─ ─ ─ ─ ─
ChaoYang University of Technology
25,000 0.02% ─ ─ ─ ─
Vice Presiden Nai-Feng Chiang Female ROC 2019/09/01 4,379 0.00% ─ ─ ─ ─ ■ Bachelor of Information Management, Fu Jan Note23 ─ ─ ─ ─ ─
University
20,000 0.01% ─ ─ ─ ─
Vice President Kung-Hao Hsu Male ROC 2020/06/01 51,228 0.00% ─ ─ ─ ─ ■ Master of International Business, Ming Chuan Note24 ─ ─ ─ ─ ─
University
22,228 0.01% ─ ─ ─ ─
Vice President Zhi-Long Wu Male ROC 2022/02/01 63,958 0.00% ─ ─ ─ ─ ■ Master of International Business, Ming Chuan Note25
University
30,639 0.02% ─ ─ ─ ─
Note1: The date that the person held the position in the Company.
Note2: Chairman of Fina Finance & Trading Co., Ltd.;Chairman of Chailease Finance Co., Ltd.; Chairman and President of Chailease Consumer Finance Co., Ltd.; Chairman of
Chailease Specialty Finance Co., Ltd.; Chairman of Chailease Cloud Service Co., Ltd.; Chairman of Chailease International Finance Corporation; Chairman of Chailease
International Corp.; Chairman of Chailease Finance International Corp.; Chairman of Jirong Real Estate Co., Ltd.; Chairman of Chailease Finance (B.V.I.) Company Ltd.;
Director of Golden Bridge (B.V.I.) Corp.; Director of My Leasing(Mauritius) Corp.; Director of Asia Sermkij Leasing Public Company Limited; Director of Bangkok Grand Pacific
Lease Public Company Limited; Director of Grand Pacific Holdings Corp.; Director of Chailease International Financial Services Co., Ltd.; Director of Chailease International
Company (UK) Limited; Chairman of Chailease Energy Integration Co., Ltd.; Chairman of Power Technology Co., Ltd.; Chairman of Chailease Credit Services Co., Ltd.;
Director of Chailease International Company (Hong Kong) Limited; Chairman of Chung Cheng Energy Integration Co., Ltd.; Director of Chailease Commercial Factoring
Corporation; Chairman of Chailease International Financial Services (Singapore) Pte. Ltd.; Chairman of Ho Lien Energy Integration Co., Ltd.; Chairman of Tai Yuan Energy
Integration Co., Ltd.; Chairman of Chung Ho Energy Integration Co., Ltd.; Chairman of Chung Yen Energy Integration Co., Ltd.; Chairman of Tien Jen Energy Co., Ltd.;
Chairman of Tien Sin Intelligent Green Energy Co., Ltd.; Chairman of Tien Jui Energy Co., Ltd.; Chairman of Tien Chu Energy Co., Ltd.; Chairman of Tien Ying Energy Co., Ltd.;
Executive Director of Chailease Commercial Factoring Corporation.; Director of CL Capital Management Co., Ltd.; Director of CL Investment Partners Company Limited (He
holds positions in 36 componies in total)
Note3: General Manager of China Subsidiary of Chailease Finance Co., Ltd.; Director of My Leasing (Mauritius) Corp.; Director and President of Chailease International Finance
Corporation; Director and President of Chailease International Corp.; Chairman of Chailease International Leasing Company Limited.; Director and President of Jirong Real
Estate Co., Ltd.; Vice Chairman of Chailease Finance International Corp.,; Executive Director of JonRuei Finance Corperation; President of Chailease Commercial Factoring
Corporation. (He holds positions in 9 companies in total.)
Note4: Director and President of Chailease Finance Co., Ltd.; Director of Chailease Consumer Finance Co.,Ltd.; Director and President of Fina Finance & Trading Co., Ltd.; Director
and President of Chailease Specialty Finance Co., Ltd.; Director and President of Chailease Cloud Service Co., Ltd.; Chairman of Chailease Insurance Brokers Co., Ltd.; Director
of My Leasing(Mauritius) Corp.; Supervisor of Chailease International Finance Corporation; Supervisor of Chailease International Corp.; Supervisor of Chailease Finance
International Corp.; Director and President of Chailease Credit Service Co., Ltd.; Director of Chailease International Financial Services (Liberia) Corp.; Director of Chailease
International Fortune Corp (Liberia); Chairman and President of Yun Tang Inc.; Director and President of Chailease Energy Integration Co., Ltd.; Director of Chailease
International Company (UK) Limited; Chairman of Chailease Berjaya Credit Sdn. Bhd.; Director and President of Chaillease Power Technology Co., Ltd.; Director of Chailease
International Financial Services (Labuan) Co., Ltd.; Director of Chailease International Company (Malaysia) Limited; Chairman of Chailease Agency Sdn. Bhd.; Director
of Chung Cheng Energy Integration Co., Ltd.; Director of Ho Lien Energy Integration Co., Ltd.; Chairman of Chung Wei Energy Integration Co., Ltd.; Chairman of Chung
Yu Energy Integration Co., Ltd.; Chairman of Jung Yu Energy Integration Co., Ltd.; Chairman of He To Energy Integration Co., Ltd.; Director of Tung Feng Inc.; President
Commissioner of PT. Chailease Indonesia Finance; Director of Tung Ching Energy Technology Inc; Director of Tien Jen Energy Co., Ltd.; Director of Tien Sin Intelligent Green
Energy Co., Ltd.; Director of Tien Jui Energy Co., Ltd.; Director of Tien Chu Energy Co., Ltd.; Chairman of Chung Ming Co., Ltd.; Chairman of Chung Yao Co., Ltd.; Director of
24
Tien Ying Energy Co., Ltd.; Director of Chailease Bright Co., Ltd.; Director of Chailease Cherish Co., Ltd.; Director of Ace Marine Co., Ltd.; Director of Chailease Harmony Co.,
Ltd.; Director of Chailease Virtue Co., Ltd.; Chairman of Yao Jih Co., Ltd.; Chairman of Ho Hsuan Co., Ltd.; Chairman of Hsia Ching Co., Ltd; Commissioner of PT Chailease
Finance Indonesia; Chairman of Tien Hsing Integration Co., Ltd; Director of Chu Chiang Solar Energy Inc.; Director of Chailease International Maritime Holding Co., Ltd.;
Director of Chailease Shipping Finance (Liberia) Co., Ltd.; Director of Chailease Blossom Co., Ltd.; Director of Chailease Glory Co., Ltd.; Chairman of Ruo Tai Co., Ltd.; Chairman
25
3. Directors, presidents and executive vice presidents remuneration in the latest year:
(1) Directors (including independent Directors) remuneration
Unit: NT$ thousands
Remuneration to Directors 4 items Employee remuneration
combined 7 items combined to
Bonus and special
Business expenses to net net income (%)
Name
Chailease consolidated
Chailease Holding
Chailease Holding
Chailease Holding
Chailease Holding
Chailease Holding
Chailease Holding
Chailease Holding
Chailease Holding
statements
statements
statements
statements
statements
statements
statements
Holding financial
statement
statements
(Note 8)
Stock
Stock
Cash
Cash
Chairman Fong-Long Chen
(Authorized representative
of Chun An
Investment Co., Ltd.)
Director Andre J.L (Authorized
representative of Chun An
Investment Co., Ltd.)
Director Chee Wee Goh
Director Hsiu-Tze Cheng (Authorized 136,332 139,112 0 0 15,419 15,419 940 940 152,691 155,471 64,031 78,179 122 306 2,214 0 2,214 0 219,058 236,170 0
representative of Chun An 0.71% 0.72% 1.01% 1.09%
Technology Co., Ltd.)
Director King Wai Alfred Wong
(Authorized representative
of Chun An Technology Co.,
Ltd.)
Director Chih-Yang Chen (Authorized
representative of Li Cheng
Investment Co., Ltd.)
Independent Steven Jeremy Goodman
Director
Independent Casey K. Tung
5,400 5,400 0 0 4,626 4,626 0 0 10,026 10,026 0 0 0 0 0 0 0 0 10,026 10,026 0
Director
0.05% 0.05% 0.05% 0.05%
Independent Ching-Shui Tsou
Director
1. Please explain the policy, system, standards, and structure by which independent director remuneration is paid, and association between the amount paid and independent
directors' responsibilities, risks, and time committed:
(1)In assessing the remuneration The Company's independent directors, the remuneration standard of the industry should be referred to as well as consider the
reasonableness of the personal performance, the Company's revenue performance and future risk. And the company should not encourage the directors to conduct
any activities exceeding the acceptable risk level of the Company in pursuit of higher remuneration. The directors' remuneration will be reviewed by the Compensation
Committee and issue after the total amount has been approved by the Board.
(2)The independent directors of the Company are paid in fixed monthly remuneration, and shall provide different remunerations according to the contribution of participating
in the functional committee (such as serving as the chairman or member of a committee).At the same time, the company reviews the remuneration policy every year
based on the actual operating conditions and in accordance with related regulations, in order to pursue the balance between the company's sustainable operation and risk
control.
2. Apart from the aforementioned disclosure, the remunerations for directors of the Company providing services (such as serving as a consultant that is not an employee) to
consolidated subsidiaries: None.
Note1: The remuneration to drivers of directors who are also employees is NT$2,971 thousand in total.
26
Range of Remunerations
Name of Directors
27
(2) Remuneration to presidents and executive vice presidents
Unit: NT$ thousands
Companies in
financial statements
financial statements
financial statements
financial statements
Holding financial
Chailease Holding
Chailease Holding
Chailease Holding
Chailease Holding
Position Name
statements
28
Range of Remuneration
Name of presidents and executive vice presidents
Range of remuneration Companies in the consolidated financial
Chailease Holding
29
(3) Name of managers and distribution details:
Total to net
Position Name Stock dividends Cash dividends Total
income (%)
President Fong-Long Chen
Important Regional Operating
Ming-Ching Hou
Officer (Chailease Finance Co., Ltd.)
Important Regional Operating
Officer (Chailease International Kuen-Ming Chen
Finance Corporation)
Finance Accounting Officer Wen-Cheng Chen
Internal Audit Officer Chung-Chiang Yang
Chief Human Resource Officer Hsiu-Tze Cheng 0 3,531 3,531 0.02%
4. The percentage of remuneration paid by the Company and all companies in the consolidated financial reports
to the Directors, supervisors, presidents, and executive vice presidents in the net income for the past 2 years is
analyzed. The correlation between the remuneration payment policy, standard and structure, setting procedure
and operational performance as well as future risks are described below.
(1) The percentage of remuneration paid by the Company and all companies in the consolidated financial reports
to the Directors, supervisors, presidents, and executive vice presidents in the net income for the past 2 years is
analyzed.
Unit:NT$ thousand
Year 2020 2021
Percentage in the net
Amount Percentage of net income Amount
income
Companies Companies Companies Companies
in the in the in the in the
Chailease Chailease Chailease Chailease
consolidated consolidated consolidated consolidated
Holding Holding Holding Holding
financial financial financial financial
Item statements statements statements statements
Director 210,840 227,879 1.25% 1.35% 229,084 246,196 1.06% 1.14%
President and
executive vice 112,119 212,365 0.67% 1.26% 123,726 210,022 0.57% 0.97%
president
(2) The correlation between the remuneration payment policy, standard and structure, setting procedure and
operational performance as well as future risks.
The annul remuneration payment to directors is established in accordance with Article 118 of "The
Memorandum of Association of Company", not more than 0.1% profit before tax in one fiscal year. Besides,
business performance of the company, performance of the Board, market remuneration information and
individual director performance which is including but not limited to individual contributions to the company,
attendance of board meeting and frequency of speech on board meeting, are also taken into account of
measuring individual remuneration level.
The remuneration policy of the Company is determined based on the corporate management strategy,
personnel policy and payment capability. The remuneration of key managers via the approval of Compensation
Committee, and submitted to the Board resolution.
The leadership, strategy planning and execution ability of managers play fundamental roles in the delivery
of vision, realization of long-term and short-term operational goals and improvement of operational
30
performance. In order to closely link the performance of managers to the corporate profits and interests of
shareholders, the Company regularly authorizes a professional management consulting company to conduct
research on the compensation of financial competitors and examine the compensation level of the Company
based on the survey results to offer competitive compensation. We offer bonuses based on the overall
31
(3) Corporate governance practices
1. The Evaluation on the Performance of the Board of Directors
Frequency of Evaluation Scope of
Evaluation
Evaluation Period Evaluation (Note Evaluation Aspects (Note 5)
Methods (Note 4)
(Note 1) (Note 2) 3)
(1) Internal Evaluation (1) Performance (1) Internal (1) The performance assessment of the board of directors
assessment: period: evaluation of assessment: include the following aspects:
The company November 1, the Board of The assessment 1. The degree of participation in the company's
performs the 2020 Directors methods include operations.
performance to October 31, (2) Self- internal self- 2. Improvement in the quality of decision making by
evaluation 2021. assessment evaluation of the board of directors.
of the board of board the board of 3. The composition and structure of the board of
of directors members directors and directors.
once a year, (3) Performance self- evaluation 4. The election of the directors and their continuing
and discloses evaluation of of the directors. professional education.
the evaluation the Salary and (2) External 5. Internal controls.
results on the Compensation evaluation: (2) The self-assessments of board members includes the
company's Committee Appoint external following aspects:
website or (4) Performance professional 1. Their grasp of the company's goals and missions.
annual report. Evaluation organizations, 2. Their recognition of director's duties.
(2) External of Corporate experts or other 3. Their degree of participation in the company's
assessment: Governance appropriate operations.
carried out and methods 4. Their management of internal relationships and
every three Sustainability to conduct communication.
years. Committee performance 5. Their professionalism and continuing professional
(5) Performance evaluation. education.
evaluation 6. Internal controls.
of the Audit (3) The performance assessment of the Salary and
Committee Compensation Committee include the following aspects:
1. The degree of participation in the company's
operations.
2. The recognition of the duties of the Salary and
Compensation Committee.
3. Improvement in the quality of decision making by
the Salary and Compensation Committee.
4. The composition of the Salary and Compensation
Committee, and election and appointment of
committee members.
(4) The performance assessment of the Corporate
Governance and Sustainability Committee include the
following aspects:
1. The degree of participation in the company's
operations.
2. The recognition of the duties of the Corporate
Governance and Sustainability Committee.
3. Improvement in the quality of decision making
by the Corporate Governance and Sustainability
Committee.
4. The composition of the Corporate Governance
and Sustainability Committee, and election and
appointment of committee members.
(5) The performance assessment of the Audit Committee
include the following aspects:
1. The degree of participation in the company's
operations.
2. The recognition of the duties of the Audit Committee.
3. Improvement in the quality of decision making by
the Audit Committee.
4. The composition of the Audit Committee, and
election and appointment of committee members.
5. Internal control.
Note 1: It is to fill in the execution cycle of the board evaluation, for example: once a year.
Note 2: The period covered by the board evaluation is listed, for example: for the board of directors from January 1, 2020 to December 31, 2020.
Note 3: The scope of the evaluation includes the performance evaluation of the board of directors, individual board members and functional committees.
Note 4: Evaluation methods include internal self-evaluation of the board of directors, self-evaluation of board members, peer evaluation, appointment of external professional
institutions, experts or other appropriate methods for performance evaluation.
32
Note 5: The assessment content includes at least the following items according to the assessment scope:
(1) Performance evaluation of the board of directors: at least include the degree of participation in the company's operations, the quality of the board's decision-making,
the composition and structure of the board of directors, the selection and continuous training of directors, and internal control.
(2) Performance evaluation of individual directors: at least include the company's objectives and tasks, directors' responsibilities, participation in the company's operations,
The Company has implemented a system of evaluation on the performance of the Board of Directors. Moreover,
in August of 2016, the Board of Directors approved "the Rules on the Evaluation of the Performance of the Board
of Directors," with a view to enhance the performance of the Board of Directors through setting performance
indexes. The Internal Evaluation on the Performance of the Board of Directors shall be conducted every year. "The
Performance assessments of the board of directors"and "the Self-assessment and peer-to-peer assessments of
individual directors"would be conducted in every November. Moreover, the assessment result shall be reported
to the Board of Directors for further evaluation and improvement. The External Evaluation on the Performance
of the Board of Directors shall be conducted by outside counsels every three years. The assessment result shall
be reported to the Board of Directors for further evaluation and improvement as well. "Pursuant to Article 38
of Chailease Corporate Governance Best Practice Principles, the Board of Director on March 10, 2021 amended
"Regulations Governing Evaluation of the Performance of the Board of Directors" and "Board of Directors
Performance Self-Evaluation Questionnaire" of the Company to include the quantitative standards and calculation
examples for Board of Director, Functional Committees, and Directors' performance evaluations to provide the
ground for the remuneration review of directors. The reports of the Board of Director, Functional Committees and
Directors' self and peer evaluation base on the said standards were proposed to and resolved by the Corporate
Governance and Sustainability Committee on March 10, 2021. The amendment and the resolution on such matter
are also a part of the Corporate Governance and Ethical Management Committee's annual agenda."
The Internal Evaluation on the Performance of the Board of Directors was conducted in accordance with
the revised rules and questionnaires.
■ The evaluation results of each scope of evaluation and the corresponding scores are as follows:
1. "Questionnaire of Performance evaluation of the Board of Directors": The three executive members found
that the performance of the board of directors of the Company is exceeding the standard in each aspect of
the evaluation.
2. "Questionnaire of Self-assessment of board members": the performance of all directors of the Company is
exceeding the standard in each aspects of the evaluation.
3. "Questionnaire of Performance evaluation of the Salary and Compensation Committee": The three executive
members found that the result of the Performance evaluation for the Salary and Compensation Committee
of the Company is exceeding the standard in each aspect of the evaluation.
4. "Questionnaire of Performance evaluation of the Audit Committee": The three executive members found
that the performance of the audit committee of the Company is exceeding the standard in each aspect of
the evaluation.
5. "Questionnaire of Performance Evaluation of Corporate Governance and Sustainability Committee": The
three executive members found that the performance of the Corporate Governance and Sustainability
Committee of the Company is exceeding the standard in each aspect of the evaluation.
The summary of executive report has also been disclosed on the Company's website
http://www.chaileaseholding.com/ugC_AboutUs02-02.asp.
33
■ The External Evaluation on the Performance of the Board of Directors
"The Company appoints Taiwan Corporate Governance Association (the "Association"), which has no business
relationship with the Company and therefore considered independent, to conduct the 2020 external
performance evaluation of the Board of Director. The association conducts overall observation and evaluation
on the following eight aspects: the composition of the board of directors, guidance, authorization, supervision,
communication, internal control and risk management, self-discipline of the board of directors, and other items
such as the procedure of board meetings and the support systems. The Association has issued the evaluation
report on January 25, 2021. The Company submitted the comments and suggestions given by the Association
and the expected measures to the Corporate Governance and Sustainable Development Committee and
the Board of Directors on March 10, 2021. Followings are the general comments, suggestions and expected
measures by the Association and the Company's response:
The Company has disclosed at the Association's assessment on the website
http://www.chaileaseholding.com/EN/ugC_AboutUs02-02.asp
General Comments
1. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board
of directors, your Company has diversified the composition of the board, including diversifying the gender, career background, and
the ethnicity and nationality of the directors.
2. Your Company invited a third-party professional organization to assist in the performance evaluation of the board of directors
for the second time. Your Company has responded positively to the previous suggestions for improvement and disclosed the
improvement measures in the annual report, showing that your Company's board of directors is proactive in implementing the
corporate governance and improving the effectiveness of the board of directors.
3. The independent directors of your Company are all actively served their profession in the board of directors. Except for statutory
meetings, all three of the independent directors interacted closely with the Company's management by telephone, E-mail, etc.
despite the restrictions on travel.
4. The formation of your Company's strategy is through the idea of the annual strategy meeting, discussion by the management
committee, and finally the board of directors for decision-making. The decision-making process helps to give full play to the board's
function of formulating strategies.
5. In 2018, your Company made organizational adjustments and upgraded the "Corporate Governance and Sustainability Committee"
to a functional committee of the board of directors. In 2020, the "Risk Management Committee" was also established under the
chairman of the board of directors to strengthen the participation of the board of directors. It demonstrated that the eternal
development and risk management for the enterprise are highly valued by your Company, and the functional committees are duly
used.
1. Your Company has prepared the CSR/Sustainability The disclosure scope of the CSR report prepared by the Company
reports following Global Reporting Initiative (GRI) includes Chailease Holdings and its subsidiaries. The Company will
standards since 2012 and has disclosed the reports on continue to include and fully disclose relevant information regarding
the website of the Company. The Company has also set the holding company and its subsidiaries in accordance with the
up a Corporate Social Responsibility hotline/ mailbox, in recommendations.
order to collect shareholders' opinions. However, since
your Company is a holding company, it is recommended
to include the implementation status of the subsidiaries
in the CSR report to fully disclose information for
shareholders to understand the implementation of the
environment, society and governance of the subsidiaries.
34
2. Your Company appointed two new independent The Company will establish internal regulations for the orientation and
directors in 2020. In order to familiarize the newly training process based on the experience in 2020, so the Company may
appointed independent directors with the Company's conduct orientation for new directors accordingly in the future.
business and directors' responsibilities, the Corporate
3. The Compensation Committee of your Company decides 1. The " Employee Performance Measurement and Performance Appraisal
the salary and compensation of the management based Policy " of the Company is also applicable to senior executives; in order
on the sales target and sales growth rate to strengthen to fulfill social responsibility and promote sustainable environment, in
the link between the performance appraisal and salary recent years, ESG, corporate governance and other strategic and long-
of the management. It is recommended that your term performance indicators have also been included in the Policy.
Company may keep relevant records of the Salary 2. Relevant per formance appraisal and the reasonableness of
and Compensation Committee, and can also consider remuneration are reviewed by the Salar y and Compensation
formulating related performance evaluation methods, Committee and the Board of Directors, and the remuneration system is
and incorporate strategic and long-term performance reviewed in a timely manner based on the actual operating conditions
indicators (such as ESG and corporate governance) into and relevant laws and regulations, in order to strike a balance between
the performance evaluation. the Company's sustainable operation and risk control.
12 Board meetings were held in 2021. The attendance record of the each Director is as follows:
Actual
Actual Proxy
Position Name attendance Remarks
attendance attendance
(%)
Fong-Long Chen (authorized representative of
Chairman 12 0 100.00%
Chun An Investment Co., Ltd.)
Andre J. L. Koo
Director (authorized representative of Chun An Investment 12 0 100.00%
Co., Ltd.)
Director Chee Wee Goh 12 0 100.00%
King Wai Alfred Wong (authorized representative
Director 12 0 100.00%
of Chun An Technology Co., Ltd.)
Hsiu-Tze Cheng (authorized representative of
Director 12 0 100.00%
Chun An Technology Co., Ltd.)
Chih Yang Chen (authorized representative of Li
Director 12 0 100.00%
Cheng Investment Co., Ltd.)
Independent
Steven Jeremy Goodman 12 0 100.00%
Director
Independent
Casey K. Tung 12 0 100.00%
Director
Independent
Ching-Shui Tsou 11 1 91.67%
Director
35
Other matters that require reporting:
(1) If any of the following circumstances applies during the operation of the Board of Directors, the Company shall
indicate the date, the period, the contents, the opinions of all Independent Directors, and the responses of the
Company to the opinions of the Independent Directors:
① Any matters listed in Article 14-3 of "Securities and Exchange Act":
Matters listed Independent
in Article 14-3 Director had
Meeting Date The resolutions of "Securities a dissenting
and Exchange opinion or
Act" qualified opinion
• To consider and approve the issuance of Guarantee of the incremental
Independent
syndicated loan of USD 100 million granted to Chailease Royal Leasing
Director did not
Plc. and Chailease Royal Finance Plc., two 60% owned subsidiaries of
V have a dissenting
Chailease Holding Company Limited in favor of Co-ordinate Arrangers Mega
opinion or
International Commercial Bank, Far Eastern International Bank Ltd., Bank of
qualified opinion
East Asia, Limited and Hua Nan Bank.
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
syndicated loan of RM 300 million granted to Chailease Berjaya Credit Sdn.
V have a dissenting
Bhd., a seventy percent owned subsidiary of Chailease Holding Company
opinion or
Limited, in favor of Arranger, CIMB Bank Berhad.
qualified opinion
• To consider and approve the issuance of Guarantee of the incremental Independent
banking facilities of USD 10 million granted to Chailease Berjaya Credit Sdn. Director did not
Bhd., a seventy percent owned subsidiary of Chailease Holding Company V have a dissenting
Limited, in favor of Mega International Commercial Bank Co., Ltd. Labuan opinion or
Branch. qualified opinion
Independent
• To consider and ratify the issuance of Guarantee of the incremental
Director did not
banking facilities of PHP 500 million granted to Chailease Berjaya Finance
V have a dissenting
Corporation, a 63.08% owned subsidiary of Chailease Holding Company
opinion or
Limited, in favor of Mizuho Bank, Ltd., Manila Branch.
qualified opinion
January 19th (the • To consider and ratify the issuance of Guarantee of the incremental Independent
1st Meeting of banking facilities of PHP 400 million granted to Chailease Berjaya Finance Director did not
January 2021) Corporation, a 63.08% owned subsidiary of Chailease Holding Company V have a dissenting
Limited, in favor of Mega International Commercial Bank Co., Ltd., Manila opinion or
Branch. qualified opinion
Independent
• To consider and ratify the issuance of Guarantee of the incremental banking
Director did not
facilities of USD 5 million granted to Chailease Royal Finance Plc., sixty
V have a dissenting
percent owned subsidiary of Chailease Holding Company Limited, in favor
opinion or
of Bangkok Bank Public Company Limited.
qualified opinion
Independent
• To consider and ratify the issuance of Guarantee of the incremental banking
Director did not
facilities of USD 10 million granted to Chailease Royal Finance Plc., a sixty
V have a dissenting
percent owned subsidiary of Chailease Holding Company Limited, in favor
opinion or
of Sumitomo Mitsui Banking Corporation.
qualified opinion
Independent
• To consider and ratify the issuance of Guarantee of the incremental banking
Director did not
facilities of USD 10 million granted to Chailease Royal Leasing Plc., a sixty
V have a dissenting
percent owned subsidiary of Chailease Holding Company Limited, in favor
opinion or
of Sumitomo Mitsui Banking Corporation.
qualified opinion
Opinions from Independent Directors: None
The Company's response to the opinions from Independent Directors: None
Resolution: The Board unanimously approved the proposal.
36
Matters listed Independent
in Article 14-3 Director had
Meeting Date The resolutions of "Securities a dissenting
and Exchange opinion or
37
Matters listed Independent
in Article 14-3 Director had
Meeting Date The resolutions of "Securities a dissenting
and Exchange opinion or
Act" qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of PHP 500 million granted to Chailease Berjaya Finance
V have a dissenting
Corporation, a 63.08% owned subsidiary of Chailease Holding Company
opinion or
Limited, in favor of MUFG Bank, Ltd. Manila Branch.
qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of PHP 250 million granted to Chailease Berjaya Finance
V have a dissenting
Corporation, a 63.08% owned subsidiary of Chailease Holding Company
May 13th (the 1st opinion or
Limited, in favor of Bank of the Philippine Islands (BPI).
Meeting of May qualified opinion
2021) Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of USD 15 million granted to Chailease Royal Finance Plc.,
V have a dissenting
a sixty percent owned subsidiary of Chailease Holding Company Limited, in
opinion or
favor of Jih Sun International Bank.
qualified opinion
Opinions from Independent Directors: None
The Company's response to the opinions from Independent Directors: None
Resolution: The Board unanimously approved the proposal.
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
syndicated loan of JPY 13.3 billion granted to Chailease International
V have a dissenting
Finance Corporation, a 97.8854% owned subsidiary of Chailease Holding
opinion or
Company Limited, in favor of Arrangers Mizuho Bank, Ltd.
qualified opinion
Independent
May 28th (the 3rd Director did not
Meeting of May • To consider and approve the provision of the Company's "Clawback Policy"
V have a dissenting
2021) for the Top Managers.
opinion or
qualified opinion
Opinions from Independent Directors: None
The Company's response to the opinions from Independent Directors: None
Resolution: The Board unanimously approved the proposal.
• To consider and approve the issuance of Guarantee of the incremental joint Independent
banking facilities of USD 10 million granted to Chailease Royal Leasing Director did not
Plc. and Chailease Royal Finance Plc., sixty percent owned subsidiaries V have a dissenting
of Chailease Holding Company Limited, in favor of Mega International opinion or
Commercial Bank. qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the banking facilities
Director did not
of USD 10 millio granted to Chailease Royal Leasing Plc., a sixty percent
V have a dissenting
owned subsidiary of Chailease Holding Company Limited, in favor of Bank
June 21st (the 1st Sinopac Co., Ltd. opinion or
Meeting of June qualified opinion
2021) Independent
• To consider and approve the issuance of Guarantee of the banking facilities
Director did not
of USD 10 million granted to Chailease Royal Finance Plc., a sixty percent
V have a dissenting
owned subsidiary of Chailease Holding Company Limited, in favor of Bank
opinion or
Sinopac Co., Ltd.
qualified opinion
Opinions from Independent Directors: None
The Company's response to the opinions from Independent Directors: None
Resolution: The Board unanimously approved the proposal.
38
Matters listed Independent
in Article 14-3 Director had
Meeting Date The resolutions of "Securities a dissenting
and Exchange opinion or
39
Matters listed Independent
in Article 14-3 Director had
Meeting Date The resolutions of "Securities a dissenting
and Exchange opinion or
Act" qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of USD 10 million granted to Chailease Royal Leasing Plc.,
V have a dissenting
a sixty percent owned subsidiary of Chailease Holding Company Limited, in
opinion or
favor of Chang Hwa Commercial Bank, Ltd.
qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of USD 5 million granted to Chailease Royal Finance Plc., a
V have a dissenting
sixty percent owned subsidiary of Chailease Holding Company Limited, in
opinion or
favor of Chang Hwa Commercial Bank, Ltd.
qualified opinion
September 30th • To consider and approve the issuance of Guarantee of the incremental Independent
(the 1st Meeting banking facilities of USD 10 million granted to Chailease Royal Leasing Plc., Director did not
o f S e p t e m b e r a sixty percent owned subsidiary of Chailease Holding Company Limited, in V have a dissenting
2021) opinion or
favor of Hua Nan Bank, OBU Branch.
qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of USD 8 million granted to Chailease Royal Finance Plc., a
V have a dissenting
sixty percent owned subsidiary of Chailease Holding Company Limited, in
opinion or
favor of Hua Nan Bank, OBU Branch.
qualified opinion
Opinions from Independent Directors: None
The Company's response to the opinions from Independent Directors: None
Resolution: The Board unanimously approved the proposal.
Independent
• To consider and approve the capital injection of USD 250 million in Director did not
installments into 100% owned subsidiary, Chailease International Company V have a dissenting
(Malaysia) Limited (incorporated in Malaysia). opinion or
qualified opinion
Independent
Director did not
• To consider and approve the establishment of the Company's "Stock
V have a dissenting
Ownership Guidelines"
opinion or
qualified opinion
Independent
Director did not
• To consider and approve the establishment of the Company's "Officers
V have a dissenting
Stock Ownership Trust Plan".
opinion or
qualified opinion
November 12th • To consider and approve the issuance of Guarantee of the incremental Independent
(the 1st Meeting banking facilities of USD 20 million granted to Chailease International Director did not
of November Company (Malaysia) Limited, an wholly owned subsidiary of Chailease V have a dissenting
2021) Holding Company Limited, in favor of The Bank of East Asia, Limited, opinion or
Offshore Banking Branch. qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of USD 10 million granted to Chailease International
V have a dissenting
Company (Malaysia) Limited, wholly owned subsidiary of Chailease Holding
opinion or
Company Limited, in favor of Taishin International Bank.
qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of USD 10 million granted to Chailease Royal Leasing Plc.
V have a dissenting
and Chailease Royal Finance Plc., both sixty percent owned subsidiaries of
opinion or
Chailease Holding Company Limited, in favor of Taishin International Bank.
qualified opinion
Opinions from Independent Directors: None
The Company's response to the opinions from Independent Directors: None
Resolution: The Board unanimously approved the proposal.
40
Matters listed Independent
in Article 14-3 Director had
Meeting Date The resolutions of "Securities a dissenting
and Exchange opinion or
② In addition to the aforementioned matters, if there is any written or otherwise recorded resolution on which
an Independent Director has a dissenting opinion or qualified opinion: None.
41
(2) Recusals of Directors due to conflicts of interests in 2021.
1. The Board of Directors meeting held on May 28, 2021
The Name of the Directors: Fong-Long Chen
The content of the proposal: To consider and approve the provision of the Company's "Clawback Policy" for
the Top Managers.
The reason of recusals: Fong-Long Albert Chen is one of the Officers defined in "Clawback Policy".
Participation in voting: The above mentioned Director recused himself from the discussion and voting.
Chairman, Mr. Fong-Long Albert Chen, designated Independent Director Mr. Casey K. Tung as the
chairperson for this proposal.
2. The Board of Directors meeting held on November 12, 2021
The Name of the Directors: Fong-Long Chen and Hsiu Tze Cheng
The content of the proposal: To consider and approve the establishment of the Company's "Stock
Ownership Guidelines".
The reason of recusals: Fong-Long Chen and Hsiu Tze Cheng are covered in "Stock Ownership Guidelines".
Participation in voting: The above mentioned Directors recused themselves from the discussion and
voting. Chairman, Mr. Fong-Long Albert Chen, designated Independent Director Mr. Casey K. Tung as the
chairperson for this proposal.
3. The Board of Directors meeting held on November 12, 2021
The Name of the Directors: Fong-Long Chen and Hsiu Tze Cheng
The content of the proposal: To consider and approve the establishment of the Company's "Officers Stock
Ownership Trust Plan".
The reason of recusals: Fong-Long Chen and Hsiu Tze Cheng are covered in "Officers Stock Ownership Trust
Plan".
Participation in voting: The above mentioned Directors recused themselves from the discussion and
voting. Chairman, Mr. Fong-Long Albert Chen, designated Independent Director Mr. Casey K. Tung as the
chairperson for this proposal.
(3) Measures taken to strengthen the functionality of the Board: The Company's Board of Directors has established
an Audit Committee and a Compensation Committee to assist the Board in carrying out its various duties. For
further information regarding the operations of the Audit Committee and Compensation Committee please
refer to page 42 to page 51.
(4) The Finance Accounting Officer and the Internal Audit Officer have attended the Board meetings, presented
the results of financial statements and the findings of all audit reports in the quarterly Board meetings, and
maintained functional communication with the Board of Directors.
2. The state of operations of the Audit Committee:
9 Audit Committee meetings were held in 2021. The attendance record of each Independent Director is as follows:
Actual Proxy Actual
Position Name Remarks
attendance attendance attendance (%)
Independent Director Steven Jeremy Goodman 9 0 100.00%
Independent Director Casey K. Tung 9 0 100.00%
Independent Director Ching-Shui Tsou 8 1 88.89%
42
Other matters that require reporting:
(1) If any of the following circumstances applies during the operation of the Audit Committee, the Company shall
indicate the date, the period, the contents, dissenting opinion or qualified opinion of Independent Directors,
43
Matters listed Independent
in Article 14-5 Director had
Meeting Date The resolutions of "Securities a dissenting
and Exchange opinion or
Act" qualified opinion
Independent
• To consider and approve the Company's audited consolidated financial Director did not
statements and the Independent Auditor's Audit Report for the first half V have a dissenting
year ended June 30, 2021. opinion or
qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
syndicated loan of USD 120 million granted to Chailease Berjaya Credit Sdn.
V have a dissenting
Bhd., a seventy percent owned subsidiary of Chailease Holding Company
opinion or
Limited, in favor of Ordinate Arranger Mega International Commercial Bank.
qualified opinion
• To consider and approve the issuance of Guarantee of the incremental Independent
banking facilities of no more than RMB 475 million (the "Facilities") granted Director did not
August 26th to Chailease International Finance Corporation (the "Borrower"), a 97.8854% V have a dissenting
(the 1st Audit owned subsidiary of Chailease Holding Company Limited, in favor of OCBC opinion or
committee Bank, Hong Kong Branch. qualified opinion
meeting of August
2021) Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of RMB 300 million granted to Chailease International
V have a dissenting
Finance Corporation, a 97.8854% owned subsidiary of Chailease Holding
opinion or
Company Limited, in favor of CIMB Bank Berhad Shanghai Branch.
qualified opinion
Independent
• To consider and approve the issuance of Guarantee of the incremental
Director did not
banking facilities of RMB 500 million granted to Chailease International
V have a dissenting
Finance Corporation, a 97.8854% owned subsidiary of Chailease Holding
opinion or
Company Limited, in favor of MUFG Bank (China) Ltd.
qualified opinion
Resolution of Audit Committee (August 26th, 2021): The Audit Committee unanimously approved the proposal.
The Company's response to the opinions from Audit Committee: The Board unanimously approved the proposal.
Independent
• To consider and approve the capital injection of USD 250 million in Director did not
November 12th installments into 100% owned subsidiary, Chailease International Company V have a dissenting
(the 1st Audit (Malaysia) Limited (incorporated in Malaysia). opinion or
committee qualified opinion
meeting of
November 2021) Resolution of Audit Committee (November 12th, 2021): The Audit Committee unanimously approved the proposal.
The Company's response to the opinions from Audit Committee: The Board unanimously approved the proposal.
Independent
• To consider and appoint Messrs. Lin, Wan-Wan and Hsu, Shu-Min, the Director did not
partners of KPMG, Taipei, as the auditors of the Company for the financial V have a dissenting
year of 2022. opinion or
qualified opinion
Independent
Director did not
December 9th • To consider and approve the audit and professional fee amounting to NTD
V have a dissenting
(the 1st Audit 7,370,000 charged by KPMG, Taipei, for the financial year of 2021.
opinion or
committee qualified opinion
meeting of
December 2021) • To consider and approve the issuance of Guarantee of the incremental Independent
syndicated loan of USD 350 million granted to Chailease International Director did not
Finance Corporation, a 97.8854% owned subsidiary of Chailease Holding V have a dissenting
Company Limited, in favor of Co-ordinate Arrangers Taishin International opinion or
Bank Co., Ltd. qualified opinion
Resolution of Audit Committee (December 9th, 2021): The Audit Committee unanimously approved the proposal.
The Company's response to the opinions from Audit Committee: The Board unanimously approved the proposal.
44
② In addition to the aforementioned matters, if there is any resolution which was not approved by the Audit
Committee but was approved by two-thirds or more of all Directors: None.
(2) There were no recusals of Independent Directors due to conflicts of interests in 2021.
45
3. Corporate Governance Practice:
Corporate governance in the Company and the difference between its governance and the Corporate Governance
Best-Practice Principles for TWSE/GTSM Listed Companies and reasons
Deficiency
Evaluation Item Yes No Status
and reasons
i. Promulgation and disclosure of "the Best- Practice V The Best-Practice Principles on Corporate Governance" of the Company (modeling No major
Principles on Corporate Governance of the Company "the Best-Practice Principles on Corporate Governance for TWSE/GTSM Listed discrepancies
to comply with "the Best Practice Principles on Companies") has taken effect and been disclosed in the Company's website and the
Corporate Governance for TWSE/ GTSM Listed MOPS. The Company has revised the aforementioned Principle based on the content
Companies" from the latest version of Best-Practice Principles for TWSE/GTSM Listed Companies in
March, 2022.
ii. Shareholding structure and shareholders rights
(1) Methods of handling shareholder suggestions or V (1) The Company engages the shareholder services agent (Capital Securities (1)No major
complaints Corporation) for handling matters relating shareholder services, and maintains an discrepancies
e-mail account and responsible persons for dealing with shareholders' suggestions
and complaints.
(2) Information on controlling shareholders and V (2) The Company maintains a department and retains a company providing shareholder (2)No major
their finial beneficial owners services to keep track of controlling shareholders and their final beneficial owners. discrepancies
(3) Risk management mechanism and "firewall" V (3) The Company has promulgated and published "the Rules on the Management (3)No major
between the Company and its affiliates of Transactions by Affiliated Persons" to monitor the risk involved. The assets discrepancies
and properties are managed independently by each affiliate of the Company in
accordance with the internal control system of the Company. Risk control and
firewall are implemented and strictly enforced.
(4) Internal regulations preventing insiders of a V (4) The Company has promulgated and published the " Ethical Conduct Best Practice (4)No major
public company from using material and non- Principles," which amendment was approved by the Board of Directors on 12 discrepancies
public information to buy or sell stocks or other August, 2020 in accordance with external regulations, and "Procedures for Handling
equity securities of the company. Internal Material Information and Preventing Insider Trading" to regulate Company
insiders, who may acquire material and non-public information of the Company in
the trading on such information.
iii.Formation and responsibilities of the Board of
directors
(1) Any diversified policy or management target V (1) According to the "Procedures for Election of Directors and Supervisors" (1)No major
formulated by the BOD and the condition of the promulgated by Taiwan Stock Exchange Corporation on January 28, 2015, discrepancies
execution? the shareholders meeting of the Company established "the Rules Governing
the Election of Directors" on May 27, 2016. In accordance with Article 3 of the
aforementioned rules, the composition of the board of directors should take into
account its diversity, and there should be a diversified guideline as to its operation
and development, including, but not limited to: (1) gender, age, nationality, and
culture background; and (2) expertise (such as law, accounting, business, finance,
marketing and technology), skills, and experience. Such provision is also specified
in Article 20, Corporate Governance Best- Practice Principles. The aforementioned
two Rules and Principles have been published on the webpage of the Company.
http://www.chaileaseholding.com.tw/ ugC_Chapter. asp
In order to implement the diversity policy of the Board members, the percentage
of inside directors to all of the Board members is 33%; the outside directors is
33%, and the independent director is 33% as well. The percentage of female board
members is 11%. From the aspect of the age of Board members, three of the Board
members are between 71 and 80 years of age; three of them are between 61 and 70
years of age, and three of them are between 51 and 60 years of age. The diversity of
nationalities and professional ¬elds of the Board of Directors receives a vast amount
of the attention of the Company. The Company plans to add one new member
with different nationalities; and one new member with different professional
qualification, such as accounting, economic, or financial expertise, to the fourth
Board of Directors. The backgrounds of the Board members manifest their diversity
on various areas of expertise: (1) expertise in business and management: Fong-
Long Chen, Andre J.L. Koo, Chee Wee Goh, King Wai Alfred Wong, Hsiu-Tze Cheng,
Ching-Shui Tsou and Casey K. Tung;(2) expertise in finance: Ching-Shui Tsou and
Casey K. Tung; (3) expertise in global communication & international relations:
Chih-Yang Chen (4) expertise in science and technology: Fong-Long Chen and Chee
Wee Goh (5) expertise in litigation and tax law, and law: Steven Jeremy Goodman
In terms of gender diversity, in addition to setting the company's goal of having
at least one female director, the medium- and long-term goal is that the company
and its subsidiaries have more than one-third of the company with female directors
and supervisors. With regard to female representation in the Board, the special
shareholders meeting in August, 2017 approved two additional directors to the
Board, one of whom is a female. Until now, the Company still maintains the policy
to have one female director.
46
Deficiency
Evaluation Item Yes No Status
and reasons
In the Company's Director Candidate Reserve Plan, the selection is based on criteria
including but not limited to the following: (1) Possess industry experience related
47
Deficiency
Evaluation Item Yes No Status
and reasons
The 2021 annual work plan of the corporate governance officer includes the following
items:
1. Handling 12 meetings of the board of directors, 13 meetings of functional
committees, and 1 meeting of shareholders in accordance with the law
2. Assisting the directors and supervisors in conducting 6-hour internal and external
training and continuing education.
3. Providing necessary documents and information to independent directors for the
performance of their duties, which includes the manual of independent directors,
advocacy for new directors, and Corporate Governance 3.0.
4. Assisting directors with legal compliance: Amend the "Regulations Governing
Evaluation of the Performance of the Board of Directors", "Human Rights Policy",
"Risk Management Policy", "Personal Information Protection Policy" and the "Article
of the Corporate Governance and Sustainability Committee" in the first half year
of 2021. And submit the amendment of the "Regulations Governing Evaluation of
the Performance of the Board of Directors" and the "Regulations for Vendors' Social
Responsibilities" in the second half year of 2021.
5. Other matters set out in the articles or corporation or contracts.
The 2021 Annual Training Plans of the corporate governance officer are as follows:
In accordance of the external laws and regulations, the corporate governance officer
must attend mandatory training program for 18 hours in the first year.
Until the publication of the annual report, the chief corporate governance officer
has attended the seminar on issues with regard to the risk management in corporate
governance, trade secret, business mergers and acquisitions, transactions with
related parties and the fiduciary duty by Board of Directors for 15 hours in total
currently.
v.. Does the Company establish a channel of V The Company understands the value of good communication between the No major
communication between the stakeholders stakeholders. Besides establishing an Investor Relations webpage on the discrepancies
(including but not limited to shareholders, official website, the Company also required the Department of Audit, Human
employees, customers and venders), and set up an Resource, Investor Relations, Customer Service, and General Affairs to establish a
Investor Relations webpage on the official website communication channel between the stakeholders separately and independently
of the Company, in order to respond inquires of based on the topics and the importance of the involved issues.
the stakeholders which concerning the issues of In addition, in order to properly respond to the inquires of the stakeholders, the
corporate social responsibility? Company not only tries to obtain the opinions of the stakeholders with regard to the
corporate social responsibility by using online questionnaires, but also discloses the
CSR performance of the Company on the official website, so the interested parties
can have a better understanding of the related issues. Furthermore, the Company
set up hotlines and email box improve the efficiency of communication, and to fully
respond to the feedback of the stakeholders.
On December 13, 2019, the Company reported to the board of directors on the
communication with various stakeholders, the issues including communication
channels and response of the Company's shareholders, employees, customers and
vendors. The Company plans to report relevant information to the board of directors
at least once a year, and immediately release relevant information on the official
website.
http://www.chaileaseholding.com/CSR/CSR-03-02.asp
vi.Delegation of works relating to shareholders V The Company retains Capital Securities Corporation for handling matters relating to No major
meeting to a professional shareholder services shareholder services. discrepancies
agent.
vii. Information Disclosure
(1) A website where information on financial V (1) The Company maintains an English website and continues to offer information on (1)No major
operations and corporate governance is financial operations and corporate governance. discrepancies
disclosed
(2) Other information disclosure channels (e.g., V (2) The Company is a foreign company, registered according to the laws of the Cayman (2)No major
English website, responsible people dealing Islands and has established an online corporate information reporting system discrepancies
with collecting and disclosing information, the in order to fulfill the requirements for primary listing with the TWSE. A staff is
spokesperson system, or webcasting investor designated to deal with the collection and disclosure of information to ensure
conference). that any information which may influence investing decisions of shareholders and
stakeholders is disclosed in a timely manner.
Except for disclosing major information in both Chinese and English simultaneously;
the Company's disclosed its important financial and business information on the
official website in both Chinese and English as well, in order to treat domestic and
foreign shareholders equally.
Moreover, the Company maintains a spokesperson who speaks on behalf of the
Company.
(3) Does the Company announce and report the V (3) Report regularly according to the regulations (3)No major
annual financial statements within two months discrepancies
after the end of the fiscal year, and announce
and report the first, second, and third quarters
financial statements as well as operating status
of each month before the prescribed deadline?
48
Deficiency
Evaluation Item Yes No Status
and reasons
viii. Does the Company have other important V The result of the Sixth Corporate Governance Evaluation administered by the Taiwan No major
information that is helpful to understand Stock Exchange (TWSE) shows the Company ranked as one of the companies in the discrepancies
49
(4) Information on the Compensation Committee members
Qualifications
Position Concurrent post
Professional Qualification of independent
Requirements and Experience Independent Status (Note3) director in other
(Note2) public release
company
(Note1) Name
1. Work experience in the area of Mr. Goodman is an independent director and -
commerce, law and otherwise meet the conditions of independence, which
necessary for the business of includes but is not limited to whether the
the company, an instructor or independent director, spouse, or relative within
higher in a department of law the second degree of kinship is a director,
and other academic department supervisor, or employee of the company or
related to the business needs affiliates; the shares and percentage of shares
of the company in a public or held by the independent director, spouse,
private junior college, college, or relative within the second degree of kinship;
university and is an attorney. whether the independent director is a director,
Independent Steven Jeremy
2. Served as Berwin Leighton, supervisor, or employee of the company or
Director Goodman
Partner, Denton Wilde Sapte, any companies with specific affiliations to the
Partner, Jones Day, Partner, company; and compensation received by the
ResponzeTV PLC, Executive independent director for providing services
Chairman, Financial One Corp, to the company's commerce, law, finance, or
Independent Director. accounting department in the past two years.
3. Not been a person of any Pursuant to the requirements of the Listing Rules,
conditions defined in Article 30 of the Company has obtained a written statement
the Company Law. from each independent non-executive director
confirming the independence of himself and his
immediate family from the company.
1. Work experience in the area Mr. Tung is an independent director and meet -
of commerce, law, accounting the conditions of independence, which includes
and otherwise necessary for the but is not limited to whether the independent
business of the company and is a director, spouse, or relative within the second
certified public accountant. degree of kinship is a director, supervisor, or
2. Served as Principal of Casey K. employee of the company or affiliates; the
Tung CPA office. shares and percentage of shares held by the
3. Not been a person of any independent director, spouse, relative within
conditions defined in Article 30 of the second degree of kinship; whether the
the Company Law. independent director is a director, supervisor,
Independent Casey K.
or employee of the company or any companies
Director Tung
with specific affiliations to the company; and
compensation received by the independent
director for providing services to the company's
commerce, law, finance, or accounting
department in the past two years. Pursuant
to the requirements of the Listing Rules, the
Company has obtained a written statement
from each independent non-executive director
confirming the independence of himself and his
immediate family from the company.
1. Have the judgment in the area Mr. Tsou is an independent director and meet -
of commerce, law and otherwise the conditions of independence, which includes
necessary for the business of the but is not limited to whether the independent
company and is an instructor director, spouse, or relative within the second
or higher in a department of degree of kinship is a director, supervisor, or
commerce and other academic employee of the company or affiliates; the
department related to the shares and percentage of shares held by the
business needs of the company in independent director, spouse, relative within
a public or private junior college, the second degree of kinship; whether the
college, or university. independent director is a director, supervisor,
Independent
Ching Shui Tsou 2. Served as Senior Specialist of the or employee of the company or any companies
Director
Investment Commission, Ministry with specific affiliations to the company; and
of Economic Affairs, R.O.C. compensation received by the independent
3. Not been a person of any director for providing services to the company's
conditions defined in Article 30 of commerce, law, finance, or accounting
the Company Law. department in the past two years. Pursuant
to the requirements of the Listing Rules, the
Company has obtained a written statement
from each independent non-executive director
confirming the independence of himself and his
immediate family from the company.
50
Note 1: State the working years, professional qualifications, experiences, and independence of members of the remuneration committee in the table. For independent directors,
add a note to refer readers to "Table I. Director & Supervisor Information (I) Related Information" on page OO. For the position field, please fill in Independent Directors or
Others (please add a note to indicate the convener).
Note 2: Professional Qualifications and Experiences: State the professional qualifications and experiences of individual members of the Compensation committee.
51
5. Implementation of sustainable development and difference from Sustainable Development Best Practice
Principles for TWSE/ TPEx Listed Companies and reasons thereof
Differences from
Status Description Sustainable
Development Best
Item Practice Principles
Yes No Summary for TWSE/ TPEx Listed
Companies and the
reasons
i Does the company formulate the V In order to deepen corporate governance, social responsibilities and sustainable No major
governance frame of the Corporate management, Chailease set up the Corporate Social Responsibility Team in 2013, the discrepancies
Responsibility & Sustainability and Corporate Social Responsibility Committee in 2014, the Corporate Governance and
establish a specific unit to promote Ethics Committee in 2016. Oversight over the past few years has brought significant
it? Does the Company authorize the progress and benefits. To meet external legal requirements and additional needs
senior management to administer? discovered during this oversight, in
And the condition of the supervision 2018 Chailease moved the Corporate Governance and Ethics Committee up the
from the BOD. organizational structure directly under the board of directors and renamed it the
Corporate Governance and Sustainable Development Committee (hereinafter referred
to as "the Committee").
The "Corporate Governance and Sustainable Development Committee" is composed
of 3 members, including the chairman and two independent directors. The chairman
serves as the chairman of the committee. ", "Customer Service", "Environmental
Protection", "Employee Care" and "Social Participation". The responsibilities of 12 units
in the company are divided and the team has a total of 25 supervisors and employees
to manage the corresponding issues and formulate action plans , to supervise and
control the goals and progress of each project group to implement sustainable project
implementation and review.
The " Corporate Governance and Sustainable Development Committee " is integrating
sustainable development into the company's business strategy, is responsible for
the review of corporate sustainability annual plans and strategic directions, and the
supervision and effectiveness review of various sustainability implementation plans,
and regularly reports this to the board of directors the company's sustainable strategy
and annual results. Include: Confirmed the annual report of 2020 corporate social
responsibility actions and results in 2021 June, Approve amendment to the articles of
Corporate Governance Best-Practice Principles in 2021 August, Confirmed 2021 Dow
Jones Sustainability Evaluation Results and ESG Performance in 2021 December.
ii Does the company conduct risk V 1. In 2020, the Company upgraded the risk management committee which originally No major
assessments on environmental, set in the important subsidiary: Chailease Finance Co., Ltd. to the committee under discrepancies
social and corporate governance the chairman of Chailease Holding Company Limited, to maintain a sound and
issues related to the company's efficient risk management mechanism. The Company also formulated the "Risk
operations and formulate relevant risk Management Policy" in 2020, which monitors and supervises financial business
management policies or strategies assets to ensure that the potential risks of all businesses are effectively managed.
based on the principle of materiality? For normal cases, the allowance for bad debts ratio shall also be adjusted according
to asset quality. The Company's Risk Management Policy was passed by the Board
of Directors on 13 May, 2021, which stipulated the scope of risk management,
organizational structure and the implementation status. In addition, the Company
and its subsidiaries also have risk assessment models for assessing credit risks of
customers. Such models are composed of corporate finance and micro- enterprise
credit risk assessment methods, and have been grant invention patents by Taiwan
Intellectual Property Office.
2. The Company conducts risk assessments on environmental, social and corporate
governance issues related to the company's operations in accordance with the
principle of materiality. The dimensions of the relevant risk management policies or
strategies are as follows:
(1) Credit Risk
Through our rigorous credit review and approval system, operating procedures,
the established credit rating and scoring system, and credit risk assessment
models, the Company is able to predict customers' default risks. By monitoring
the status of asset quality, prohibiting conduction of certain transactions with
specific industries, the Company can adjust its business strategies and credit
policies flexibly. The Company also enhance the abilities of risk assessment of the
employees through training and case study.
(2) Market Risk
By observing changes of interest rates and performing interest rate risk analysis,
the Company adjusts the structure of assets and liabilities as well as long-
term and short-term borrowings, to maintain adequate funds and emergency
response mechanisms.
(3) Legal Risk
By complying government regulations, tracking latest updates on regulations
for listed companies and corporate governance, conducting internal training
sessions, and revising internal company regulations, the Company supervises
and ensures the compliance of all business operations and controls the legal risks
52 of the Group.
Differences from
Status Description Sustainable
Development Best
Item Practice Principles
Yes No Summary
5,057 705
4,328
540
4,787 4,718 7,646
673 600 474
6,001
420
3,725 3,906 185 128
2018 2019 2020 2021 2018 2019 2020 2021
Note: The table is calculated by self, only the Neihu HQ building, Darwin SYNTEK office,
Chailease Consumer Finance Co & North side of Taipei office has been verified by
the third party.( Scope 1:203.9435 mt/CO2e, Scope 2: 1,912.8163 mt/CO2e, Scope
3:112.5753 mt/CO2e)
54
Differences from
Status Description Sustainable
Development Best
Item Practice Principles
Yes No Summary
57
6. Disclosure of the corporate governance regulations and related rules.
Status
item Deficiency
yes no Description
i. Promulgation of Corporate
Ethics Policy and Plan
(1) Has the company v (1) In 2011, "the Ethical Conduct Principles" of the Company was promulgated, with a view to building No major
formulated the a business ethic culture, followed in 2018 with the revision of "the Corporate Social Responsibility discrepancies
ethical conduct policy Principles" of the Company. In 2014, "the Procedures for Ethical Management and Guidelines for Conduct"
approved by the board of the Company were revised. In addition to the revision of the "Ethical Corporate Principles" and other
of directors, and stated internal policies in March, 2019 to reflect a major revision of the Company Law in 2018, the Company
in the regulations and revised the "Procedures for Ethical Management and Guidelines for Conduct", the "Corporate Governance
external documents the Practice" and the "Corporate Social Responsibility Best Practice Principles" in March, 2020, and the "Ethical
policies and practices Conduct Best Practice Principles" in August, 2020.
of ethical conduct? Do The Company will revised the "Sustainable Development Best Practice Principles"(Corporate Social
the board of directors Responsibility Principles in 2018) in accordance with the latest regulations amended by the competent
and senior managers authorities in 2022.
actively implement the Concurrently, the Company' Corporate Sustainability Report describes the corporate ethics policy from
commitments of the the viewpoints of the management and what actions have been taken by the Company to implement
operating policies? such policy.
All directors and senior executives of the Company have signed the "Integrity Statement" which has been
disclosed on the Company's website. The Integrity Statement declared that the Company and all of its
employees shall not directly or indirectly offer, promise to offer, request or accept any improper benefits,
nor commit unethical acts for purposes of acquiring or maintaining benefits while engaging in commercial
activities, in order to implement the integrity management policy, actively prevent dishonesty, and
declare the determination and commitment of the board of directors and senior management to operate
in good faith.
(2) Does the Company v (2) The Company has promulgated the "Measures for Risk Assessment of Unethical Conduct," which were No major
establish the approved and passed by the Board of Directors on 15 December, 2020, and established the internal discrepancies
prevention program control mechanism for business may be at a higher risk of being involved in an unethical conduct, and
based on the strengthen the preventive measures by examining the internal control mechanism on a regular basis. The
assessment on which control mechanism established by the Company includes preventive measures against the following:
business activities 1. Offering and acceptance of bribes
with higher risks of The Company promulgated "the Rule on the Reporting of Unethical Conducts and Violations of the
being involved in Ethics Guidelines" (the "Reporting Rule"), which provides that any person, either a Company employee
unethical conducts, or an outsider, may report any conduct which is improper, unethical, illegal or violates the Company's
and formulate the ethics guidelines. If the alleged violation is proven to be true, the violator shall be subject to
preventions with punishment. Besides, the Company takes measures to raise employees' awareness on the requirement
the contents at least of observing the internal disciplinary and work rules of the Company. The assessment of performance
include Item 2, Article 7 and salary of the employees will be connected to the punishment records, to ensure the effectiveness
of the Ethical Corporate of preventive measures.
Management Best 2. Illegal political donations
Practice Principles? In accordance with the "Ethical Corporate Management Best Practice Principles" of the Company, the
Company and its subsidiaries shall hold its stances on political neutrality and in no circumstances shall
embark on any campaign contributions. Through internal remittance control and accounting subject
checking and auditing, the Company is able to avoid engaging in political contributions through
donations.
3. Improper charitable donations or sponsorship
The Company's Articles of Association clearly stipulate that donations can only be of a charitable
nature, and the act of transferring benefits on the basis of donations should be prohibited; the
amount of charitable donations and the resolution procedures have been specifically stipulated into
the Company's Articles of Association, such as the amount of each donation or the accumulation of
donations reach a certain amount within one year, it shall be approved by an ordinary resolution of
the Company's shareholders' meeting in addition to the resolution of the Board of Directors.
4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits
In accordance with the "Ethical Corporate Management Best Practice Principles," when engaging in
commercial activities, directors, supervisors, managers, employees, and mandataries of the Company
or persons having substantial control over the Company shall not offer, request or accept any
improper benefits, or commit unethical acts; The "Work Rules" of the employees also clearly stipulate
that the employees have the obligation to observe honesty, and shall not use bribes, kickbacks or
other improper methods to strive for business; they may not request the manufacturer to entertain,
give gifts, or accept servants, rewards, and other improper benefits by taking advantage of their
relationship. The Company's main operating contracts contain terms of integrity ("Ethics Clauses") as
well.
58
Status
item Deficiency
yes no Description
5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights,
59
Status
item Deficiency
yes no Description
ii. Implementation of
Corporate Ethics
(1) Does the Company v (1) According to "the Procedures for Ethical Management and Guidelines for Conduct," the Company must No major
evaluate the acquire full knowledge of the status of the business ethics of a counter party prior to entering into any discrepancies
business records of agreement with such counterparty. The Company shall ensure that clauses relating to business ethics are
its counterparties to incorporated into the agreement.
find out whether they
have engaged in any
unethical conduct in the
past, and incorporate
business ethics clause in
the agreements with the
counterparties?
(2) Does the Company v (2) The Company amended its "Organizing Rules on the Corporate Governance and Ethics Committee" in No major
establish any unit 2015, stipulating that the Corporate Governance and Ethics Committee ("the Former Committee") should discrepancies
responsible for be the specific unit responsible for promoting business ethics. With a view to strengthening corporate
promoting business governance, fulfilling corporate social responsibilities, and seeking sustainable development. The Company
ethics under the board has examined progress and results year by year. In 2018, the Company elevated the Former Committee to
of directors and report a level of corporate hierarchy under the Board of Directors and renamed it "the Corporate Governance and
to it periodically with Sustainability Committee" ("the Committee").
respect to the status of In addition, in order to implement the Company's Ethical management policy, the Corporate Governance
implementation and and Sustainability Committee regularly holds two meetings each year to review and decide on the annual
report to the board of work plan and training, and implementation status proposed by the relevant units of the company for
directors at least once a integrity management report. The 2020 Ethical Management Performance Achievement Report was
year? And the 2021mid-year report for the corporate governance of the Company were submitted to the
Corporate Governance and Sustainability Committee in June 2021, and proposed to the Board of the
Directors on 9th December 2021.
The legal department is charged with the responsibility of holding informative educations for all
employees, with a symposium and case-studies on "Introduction to the Principles of Business Ethics and
Behavioral Guidance" in 2018, so as to raise attention on business-related matters. In 2021, it expands
the range of the online education and training courses and implementation targets, which targets at all
colleagues to strengthen the promotion of integrity, anti- corruption, anti-money laundering, and personal
information protection.
Besides, in order to staying in line with the trend brought by the major revision of the Corporate Law
and respond to the "Corporate Governance 3.0 -Sustainable Development Roadmap", the Company
has established a full-time Corporate Governance Officer, coordinating works on corporate social
responsibilities, corporate governance, legal compliance, and business management strategies. No major
(3) Does the Company v (3) According to the internal regulations of the Company, if any director of the Company or its subsidiaries is discrepancies
formulate any policy an interested party with respect to any proposal of the board meeting, such director may not participate
to prevent conflict of in discussion or vote on such proposal, and must refrain from participating in and voting on such proposal.
interests, provide an When employees of the Company discover that the carrying-out of their duties may lead to conflict of
effective reporting interests between the Company and them or the entity which they represent, they shall report such
system and thoroughly conflict of interests to their direct supervisors and the special unit of the Company.
implement the policy?
(4) Whether the Company v (4) The Company has established effective accounting systems and internal control systems for business No major
has established an activities possibly at a higher risk of being involved in an unethical conduct. The Company is completely discrepancies
effective accounting prohibited from having under-the-table accounts or keeping secret accounts. The Company conducts
system and internal reviews regularly to ensure that the design and enforcement of the systems are effective. The internal audit
control system for the department of the Company devises relevant audit plan and examines accordingly the compliance with
implementation of the prevention programs.
integrity management?
Moreover, has the
internal audit unit drawn
up the relevant audit
plan based on the results
of risks assessment
against unethical
conduct to certify the
implementation of
the mechanism for
preventing unethical
conduct, or delegated
the examination to
the Certified Public
Accountant?
(5) Does the Company hold v (5) The Company has organized the trainings for new employees, including but not limited to, subjects No major
internal and external on business ethics and code of conducts, which, besides featuring an education on the concept and discrepancies
trainings for business importance of business ethics targeting the members of the Board of Directors and functional committees,
ethics periodically? continue to be held throughout 2021 periodically.
60
Status
item Deficiency
yes no Description
iii.The Operation of the
(2) Does the Company v (2) According to the Whistle Blowing Policy, it is required to file a written report, stating the details of the No major
establish an alleged illegal, unethical conducts and/or violations and the names of the alleged violators, accompanied discrepancies
investigation SOP and by related evidence, for receiving such report by the responsible unit and initiating the investigation.
related confidential After the report is received, the window will determine and designate an appropriate unit in charge of
system concerning the investigation according to the severity of the violations. After investigation, the investigation report
receipt of the reporting, together with the improvement suggestion will be submitted to the chief human resources officer and
and the follow-up chairman. When the alleged illegal, unethical conducts and/or violations prove to be true, a personnel
measures depending review commission meeting will be called for the commissioners to examine the breaches of discipline
on the severity of the and adjudicate on them. Moreover, in 2016, the Company promulgated the Regulation on Protection of
circumstances after Whistleblower for Reporting Unethical Conducts and Code of Conduct Violations, (the "Whistleblower
investigations of cases Regulation") which safeguards the whistleblower personal information. The identity of the whistleblower
reported are completed? shall be represented by a code. The related information shall be kept strictly confidential, and is highly
managed with regard to its transferring, archiving, accessing and safekeeping. Where necessary or if the
case involves breach of trust, embezzlement, fraud, and involves criminal responsibility, the case shall be
reported to the competent authority or transferred to the judicial authority, and the Company shall file a
claim for civil liability. No major
(3) Does the Company take v (3) According to the Whistle Blowing Policy, all investigators and the persons participating in the investigation discrepancie
any action to protect must keep the facts of violations, investigation progress and other related information confidential.
persons reporting Any disclosure without permission is forbidden. Failure to comply with the confidentiality causing the
violations from disclosure of the information may lead to disciplinary actions. In addition, the Whistleblower Regulation
retaliation or improper enhances the protection of a whistle blower's personal information. A whistleblower will not sustain
treatment related to any unfavorable treatment on the position, salary, promotion and other working conditions for the
their reporting? reporting. Furthermore, the Company undertakes to protect a whistleblower from any violence, duress,and
harassment.
iv. Does the Company v The content of the" Ethical Conduct Principles" of the Company has been disclosed in the MOPS and the No major
disclose on its webpages Company webpage containing important Company by-laws ("Major Internal Policies") under the tab of discrepancies
and "the Market "Corporate Governance."
Observation Post System"
("MOPS") the content of its
business ethics principles
and performance results?
v. If the Company has promulgated its Ethical Corporate Management Best Practice Principles pursuant to "the Ethical Corporate Management Best Practice Principles
for TWSE/GTSM Listed Companies" ("the Principles"), state the discrepancies between its implementation and the requirements of the Principles: No major
discrepancies
vi. If the products or corporate social responsibility reports have received assurance from external institutions. Further clarification shall be provided.
The Chailease CSR Report had been externally assured by British Standards Institution (BSI) and based on AA1000 Assurance Standard (2008) consistent with the GRI
Standards Guidelines. The 2020 Chailease CSR Report can be downloaded in the following website: http://www.chaileaseholding.com/ImgChaileaseHolding/2020CSR-
CH.pdf
61
7. Disclosure of the corporate governance regulations and related rules.
In June 2011, the Company formulated several regulations on corporate governance, including Corporate
Governance Best Practice Principles, Ethical Corporate Management Best Practice Principles, Corporate Social
Responsibility Best Practice Principles, and Codes of Ethical Conduct. In November 2014, the Company had
updated Procedures for Ethical Management and Guidelines for Conduct, and comprehensively implemented
Ethical Management.
The Company will revise its Best-Practice Principles on Corporate Governance and the Sustainable Development
Best Practice Principles in accordance with the latest version of related regulations amended by the competent
authorities in 2022.
In addition, the Company formulated the "Rules for Corporate Governance and Ethical Corporate Management
Committee" in 2015, and established the "Corporate Governance and Ethical Corporate Management Committee"
as a dedicated organization to promote Ethical Corporate Management in order to expand functions of the
organization and enhance the implementation of Ethical Corporate Management. On December 14, 2018, the
Board of Directors of the Company decided to elevate the level of Corporate Governance and Ethical Corporate
Management Committee to a functional committee under the Board of Directors, and renamed it as Corporate
Governance and Sustainability Corporate Committee in order to assist in the formulating and promoting policies
related to corporate governance, maintaining more comprehensive decision-making and execution organizations,
continuously improving the Company's operational efficiency , and implementing corporate governance with
practical actions.
The Board of Directors of the Company decided to set the position of the Head of Corporate Governance in 2018
with a view to safeguarding shareholders' rights and strengthening the functions of the board of directors, and
assisting the board of directors in complying with relevant laws and regulations, improving corporate governance
effectiveness and implementing ethical corporate management.
All the above-mentioned regulations have been issued to all employees, and investors can also make inquiries
from the company's official website in the "Corporate Governance" section of important regulations.
In accordance with the above rules and regulations, the company has taken the following measures:
(1) In accordance with the aforementioned Corporate Governance Best Practice Principles, the "Reporter
Protection Procedures" was announced on January 26, 2016, to establish a so-called "whistleblower" rule to
encourage anonymous reporting about violating internal and external regulations and protect the reporter.
Both internal and external personnel can report misconduct, fraud, illegality and violations of the company's
code of conduct by ways of a dedicated telephone hotline, written report and email.
(2) According to the above-mentioned Procedures for Ethical Management and Guidelines for Conduct,
"Working Rules of the Chailease Finance Corporation (wholly-owned Subsidiary of the Chailease Holding)
was announced on February 19, 2016, and regulations in relation to ethical management was included in the
human resource policy.
(3) In accordance with the above-mentioned Sustainable Development Best Practice Principles, the 2016
Shareholders' Meeting approved the "Rules of Procedure for Shareholders Meetings" to stipulate that "when
shareholders raise relevant proposals concerning corporate social responsibility, unless there were justifiable
reasons, The Board of Directors of the Company shall list as a motion in Shareholders Meetings at its own
reasonable discretion. The shareholders who submit proposals are not subject to the limit of the shareholding
ratio." In 2019, in line with the amendment of the Taiwan Company Act, the Company amended the rule of
shareholders' right to convene, the notice of shareholders' meeting, the shareholders' right to propose, and the
provisions of substantive examination on the directors' nominees to comprehensively implement shareholder
activism and encourage shareholders to participate in corporate governance. In 2021, it is expected that "Rules
and Procedures of Shareholders' Meeting" would be amended at the 2021 Annual Shareholders' Meeting
to comply with the Company Act and refer to the latest "Rules and Procedures of Shareholders' Meeting" as
provided by the Financial Supervisory Commission.
(4) In accordance with the aforementioned Codes of Ethical Conduct, in Regulations Governing Procedure for
Board of Directors Meetings, the Company added the section stated that "Exemption of Directors, Audit
62
Committee or Managers from the company's ethical code of conduct should be discussed by the Board
of Directors of the Company. The revision to the "Regulations Governing Procedure for Board of Directors
Meetings" was approved and passed by the Board of Directors on 12 August.
63
9. Statement of Internal Controls
64
10. The Company and its internal personnel were punished by laws, and the Company's punishment to internal
personnel who violated the rules of internal control, major defects and improvement in recent years until the
publication date of the annual report: If there has been any legal penalty against the company or its internal
personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal
65
(2) Major resolutions in the Board meetings
Date The resolutions
Approved to revise "Rules and Procedures of Shareholders' Meeting" of the Company.
2021.03.10 Approved the 2020 Business Report of the Company.
Approved the Date, Venue and its close period of Register of Members for the Annual General Meeting of 2021.
Approved the Company's audited consolidated financial statements and the Independent Auditor's Report for year
ended 31st December, 2020.
Approved the distribution of the annual net profits and dividend payment from the operating performance of the year
2020.
Approved the capitalization of retained earnings for issuing new common shares.
2021.03.25
Approved the total compensation of directors and key managers for year 2020, which includes employee's compensation
and directors' compensation.
Approved the update on matters for the Annual General Meeting of 2021.
Approved to inject the capital of no more than UDS 8.5 million to the Company's 100% owned subsidiary, Chailease
International Company (Hong Kong) Limited in installments.
Noted the Company's consolidated financial statements and the independent auditor's review report for the first quarter
2021.05.13
ended March 31, 2021.
2021.05.19 Approved to change the venue of Annual General Meeting of 2021.
2021.06.21 Approved to refix the date and venue of Annual General Meeting of 2021.
2021.07.19 Approved to authorize the Chairman to determine the ex-dividend record date and the dividend payment date.
Approved the Company's audited consolidated financial statements and the Independent Auditor's Report for the first
2021.08.26
half year ended June 30, 2021.
2021.09.30 Approved the offering and issuance of the 1st domestic unsecured convertible bond in the R.O.C.
Noted the Company's consolidated financial statements and the independent auditor's review report for the nine
months ended September 30, 2021.
2021.11.12 Approved the establishment of the Company's "Stock Ownership Guidelines".
Approved the establishment of the Company's "Officers Stock Ownership Trust Plan".
Noted the Company's Board Performance Evaluation Report of 2021.
2021.12.09 Approve the appointment of the auditors of the Company for the financial year of 2022 and the evaluation of the
independence and suitability of the engaged CPAs.
Approved the Company's audited consolidated financial statements and the Independent Auditor's Report for year
ended 31st December, 2021.
Approved the 2021 Business Report of the Company.
Approved the Company's plan to raise long-term capital.
2022.02.25 Approved to offer and issue the first NT dollar-denominated unsecured corporate bonds in Taiwan in 2022.
Approved the change of Corporate Governance Officer effective from 25th February, 2022.
Approved the total compensation of directors and key managers for year 2021, which includes employee's compensation
and directors' compensation.
Approved the Date, Venue and its close period of Register of Members for the Annual General Meeting of 2022.
12. Major issues of record or written statements made by any Director or Supervisor dissenting to important
resolutions passed by the Board of Directors: None.
13. Resignation of persons relative to the company’s financial statement (including the chairman, presidents,
accounting officer and audit officer) in the latest year and before the publication date of the annual report:
Date of
Title Name Date of Discharged Reason of Resignation or Dismissal
Appointment
Corporate Governance Officer Kun-Huang Chan 2015/01/01 2022/02/25 Position adjustment
66
1. Non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant
and to any affiliated enterprise of such accounting firm are equivalent to one quarter or more: N/A.
2. Describe the amount and reason if the accounting firm has been changed and the audit fees paid in the fiscal year
67
2021 2022/1/1~2022/3/22
Title Name Net Change in Net Change in Net Change in Net Change in
Shareholding Shares Pledged Shareholding Shares Pledged
President Fong-Long Chen 140,578 - - -
Important
Regional Operating
Officer (Chailease
Kuen-Ming Chen 52,924 - - -
International
Finance
Corporation)
Important Regional
Operating Officer
Ming- Ching Hou 49,967 - - -
(Chailease Finance
Co., Ltd.)
Chief Human
Hsiu-Tze Cheng 29,543 - - -
Resource Officer
Chief Strategy
Ying-Chih Liao - - - -
Officer
Internal Audit
Chung-Chiang Yang 51 - - -
Officer
Finance and
Wen-Cheng Chen - - - -
Accounting officer
Risk Management
Jenn-Yuan Liu 16,540 - - -
Officer
Information
Joseph Tseng (10,000)(A) - - -
Technology Officer
Executive Vice
Mei-Fang Fan - - - -
President
Executive Vice 2,350
Jyh-Her Wei - - -
President (21,000)(A)
Executive Vice
Huei-Yeu Yang (Note 1) - - - -
President
ASEAN Chief
Yeu-Horng Jeng - - - -
financial officer
Project Executive
Kao-Jui Tzeng - - - -
Vice President
Senior Vice
Yu-Ting Weng 8,432 - - -
President
Senior Vice
Chin-Tse Liu 4,295 - - -
President
Senior Vice (6,379) (1,000)
Shih-Wei Chien - -
President (27,904)(A)
Senior Vice
Jing-Ying Sun 4,262 - - -
President
Senior Vice
Kun-Huang Chan (Note 2) 2,956 - - -
President
Senior Vice
Tsai-Tung Li - - - -
President
Senior Vice
Hsiao-Tung Li (Note 3)
President
Vice President Kuan-Cheng Chen - - - -
Vice President Nai-Feng Jiang 206 - - -
Vice President Kung-Hao Hsu 2,569 - - -
Vice President Zhi-Long Wu (Note 4) - - - -
Note : Changes in the number of shares are series A preferred shares, marked as (A), and those not marked as common shares.
Note 1 : Mr. Huei-Yeu Yang held the position on 2022/1/20.
Note 2: Mr Kun-Huang Chan left the position on 2022/2/25.
Note 3 : Ms. Hsiao-Tung Li held the position on 2022/1/15.
Note 4 : Mr. Zhi-Long Wu held the position on 2022/2/1.
68
(6) Relationship Between Top Ten Shareholders Defined as Related Parties,
Spouse or a Relative within Two Degrees as defined under the Statement of
Financial Accounting Standards No.6
Note: The series shows the shareholding ratio of the top ten shareholders. (Common shares and Preferred shares A are included). Issuing shares of Common shares and
Preferred shares A are1,600,394,432 shares.
69
(7) Long term investment ownership (controlled either directly or indirectly) by
the company, its directors and supervisors
As of 12/31/2021
Ownership by Directors,
Ownership by The Managers and Directly/
Total Ownership
Company Indirectly Owned
Long-term Investment Subsidiaries
Chailease International Financial Services Co., Ltd 97,000 100.00% 97,000 100.00%
Grand Pacific Holdings Corp. 3,927 51.00% 3,773 49.00% 7,700 100.00%
Chailease International Maritime Holding Co., Ltd. ( note 6) 100.00% - - ( note 6) 100.00%
70
Ownership by Directors,
Ownership by The Managers and Directly/
Total Ownership
Company Indirectly Owned
Long-term Investment Subsidiaries
Asia Sermkij Leasing Public Company Limited - - 266,319 50.45% 266,319 50.45%
Fina Finance & Trading Co., Ltd. - - 1,016,300 100.00% 1,016,300 100.00%
Chung Cheng Energy Integration Co., Ltd 30,340 100.00% 30,340 100.00%
Tai Yuan Energy Integration Co., Ltd 117,005 100.00% 117,005 100.00%
Chung Yen Energy Integration Co., Ltd 77,540 100.00% 77,540 100.00%
71
Ownership by Directors,
Ownership by The Managers and Directly/
Total Ownership
Company Indirectly Owned
Long-term Investment Subsidiaries
Bangkok Grand Pacific Lease Public Company Limited - - 55,306 50.45% 55,306 50.45%
Grand Pacific Main Street Development, Inc - - (note 2) 100.00% (note 2) 100.00%
Tien Sin Intelligent Green Energy Co., Ltd. - - 54,400 80.00% 54,400 80.00%
72
Ownership by Directors,
Ownership by The Managers and Directly/
Total Ownership
Company Indirectly Owned
Long-term Investment Subsidiaries
73
Position Name Organizer Name of the course Hour
2021 Continuing Training Course for Accounting
Finance and Accounting Research and
Wen-Cheng Chen Supervisors of Issuers, Securities Firms and Stock 12.0
Accounting Officer Development Foundation
Exchanges
Business Management Risks and Corporate
3.0
Chief Strategy Taiwan Corporate Governance
Ying-Chih Liao
Officer Governance Association Fiduciary Duty of the Board of Director and Business
3.0
Judgment Rule
Business Management Risks and Corporate
3.0
Risk Management Taiwan Corporate Governance
Jenn-Yuan Liu
Officer Governance Association Fiduciary Duty of the Board of Director and Business
3.0
Judgment Rule
Business Management Risks and Corporate
3.0
Information Taiwan Corporate Governance
Joseph Tseng
Technology Office Governance Association Fiduciary Duty of the Board of Director and Business
3.0
Judgment Rule
74
(10) Certification details of employees whose jobs are related to the release of
the company's financial information:
75
IV. Capital and Shares
(1) Capitalization
Unit: Thousand shares; Unit: NT$ Thousands
Authorized Capital Paid-up capital Remarks
Year Price
Month (Par value) Non-Cash.
Shares Amount Shares Amount Sources of Capital Other
Payments
capitalization of
NTD10
2021.09.03 2,500,000 NTD25,000,000 1,600,394 NTD16,003,944 retained earnings No Note 1
per share
NTD690,664,010
Note : TWSE approved the capitalization on 2021.08.20, the company issued 69,066,401 common shares for capital increase.
Unit: Shares
Authorized Capital
Type of Stock Note
Issued shares Unissued shares Total
Common Shares 1,450,394,432
899,605,568 2,500,000,000 Listed Shares
Preferred Shares 150,000,000
76
(3) Distribution profile of share ownership
(3-1) Common Shares
(Par value per share: NT$10)
77
(4) Major Shareholders
March 22, 2022
Shares Major shareholders Total shares owned Ownership percentage
TFO GLOBAL MARKET FUND 50,529,707 3.16%
PACIFIC GROWTH PRIVATE EQUITY FUND 48,475,745 3.03%
GRAND PACIFIC INVESTMENT & DEVELOPMENT CO., LTD 46,285,091 2.89%
LONG TERM STRATEGIC INVESTMENT FUND 43,311,178 2.71%
EASTERN DRAGON INVESTMENT FUND 36,359,370 2.27%
MCKALLY GLOBAL INVESTORS FUND 36,092,648 2.26%
LTG CAPITAL PARTNERS FUND 36,092,648 2.26%
CHUN AN INVESTMENT CO., LTD. 34,417,656 2.15%
CHUN AN TECHNOLOGY CO., LTD. 32,819,024 2.05%
FIDELITY FUNDS 32,589,264 2.04%
Note: The series shows the shareholding ratio of the top ten shareholders. (Common shares and Preferred shares A are included). Issuing shares of Common shares and
Preferred shares A are1,600,394,432 shares.
(5) Market price, net worth, earnings, and dividends per share for the past two
years
Year At the end of
2020 2021
Item March 22, 2022
Highest (NTD,Note 1) 170.5 283.5 273.5
Market price per share Lowest (NTD,Note 1) 77.0 150.5 224
Average (NTD,Note 1) 128.35 217.64 253.31
Before distribution (NTD) 58.27 65.24 -
Net worth per share
After distribution (NTD) 53.14 Note 2 -
Weighted Average Common Shares Outstanding(‘
1,450,394 1,450,394 -
000 Shares)
Earnings Per Share 12.20 14.80 -
Earnings Per Share(NTD)
After adjustment 11.62 Note 2 -
Cash dividends(NTD) (Note 2) 5.0 6.0 -
Retained Earnings 0.5 0.5 -
Dividends per share Stock Dividends
Capital Surplus - - -
Accumulated unpaid dividends (NTD'000) - - -
Price/Earnings Ratio (Note 3) 10.52 14.71 -
Analysis of return on
Price/Dividends Ratio (Note 4) 25.67 Note 2 -
investment
Cash Dividends Yield Rate (Note 5) 3.90% Note 2 -
Note 1 : The information on the share price comes from TWSE.
Note 2 : The amount of 2021 dividends subject to shareholders' resoluction.
Note 3 : Price/Earnings Ratio = Average closing price per share/EPS
Note 4 : Price/Dividends Ratio = Average closing price per share /cash dividend per share
Note 5 : Cash Dividends Yield Rate = Cash dividend per share/ Average closing price per share
78
(6) Dividend policy and distribution of profit
1. Dividend policy in Articles of Association
(7) Effect upon business performance and earnings per share of any stock
dividend distribution proposed or adopted at the most recent shareholders'
meeting:
The company is not required to prepare financial forecasts for 2022, therefore not apply.
79
(8) Employee profit sharing and Directors' and supervisors' compensation
1. The percentage or coverage of employees' bonuses and remunerations to Directors and supervisors Employees
bonuses:
(1) Employees’ Compensation:
A. The employees' compensation should be between 0.01% and 1% of the surplus profits before tax.
B. The employees' compensation may be paid, at the discretion of the Directors, by way of cash or by way of
applying such sum in paying up in full unissued shares for allocation and distribution crediting them as
fully paid up shares to employees. When the employees' bonuses are distributed by way of an issue of fully
paid shares, the recipients may include qualified employees of the Subsidiaries. No unpaid dividends and
bonuses shall bear interest as against the Company.(2)Remuneration to Directors:
(2) The remuneration to the Directors shall be paid in cash only. The amount of such remuneration is authorized
to be decided upon by the Board of Directors by reference to the suggestion made by the compensation
committee, the standards generally adopted by other enterprises in the same industry, and shall be paid
regardless of whether the Company has profits or suffers losses.
(3) Bonus to Directors:The Directors' bonus shall be between 0.01% and 0.1% of the surplus profits before tax.
2. The basis for estimating the amount of employees' bonuses and remunerations of Directors/ supervisors, the
basis for calculating the distribution of stock dividends and the accounting treatment of the discrepancies, if any,
between the actual distributed amount and the estimated amount will follow the principle described below:
Pursuant to the Articles of Association, the Company estimates the proposed distribution of employees' bonuses
and remunerations for Directors and supervisors. If there are differences between the proposed and the actual
distribution, the difference will be estimated and listed in the coming income statement.
3. The proposal for employee bonus distribution approved by the Board of Directors:
(1) If the distributed cash dividends to employees, stock dividends and the remunerations for Directors and
supervisors are different from the estimated amount in the year when the expense should be recognized, the
difference, reason and solution should be disclosed. The Board on February 25, 2022 proposed to pay cash to
employees of NT$3,531,096 and the remunerations to Directors of NT$20,045,000.
(2) The percentage of the proposed stock dividends to employees in the net profit income and the total of the
employee benefits: N/A.
(3) Earnings per share after the proposed distribution of employees' bonuses and remunerations for Directors and
supervisors: None. The employees' bonuses and remuneration's to Directors and supervisors are paid in cash.
4. The actual distribution of the employees' bonuses and remunerations to Directors and supervisors (including
the distributed shares, amount and price) in the previous year, the difference between the actual amount and
recognized amount as well as the reasons and solutions: None.
80
(10) Issuance of corporate bonds
1. Issuance of corporate convertible bonds by The Company
2021:
81
2. Issuance of corporate bonds by Chailease Finance Co., Ltd.:
(1) Chailease Finance Co., Ltd.
2014 :
Corporate bond category 2014 2nd unsecured corporate bond
Issuance date October 30, 2014
Face value NT$ 10 million
Place of issuance and trade ROC
Issuance price At 100% of face value
NT$ 2 billion
Total issuance amount (Tranche A : NT$ 0.9 billiont Tranche B : NT$ 1.1billion )
Tranche A : Fixed at 2.05% per annum,
Coupon rate
Tranche B :Fixed at 2.3% per annum
Tranche A: 7 years, Maturity date: October 30, 2021
Tenor
Tranche B : 10 years, Maturity date: October 30, 2024
Guarantor None
Trustee Mega International Commercial Bank
Underwriter None
Certifying lawyer Hui-Chi Kuo
KPMG
Certifying accountant
Wan-Wan Lin, Yi-Chun Chen
Method of repayment Bullet repayment at maturity
Outstanding balance NT$ 1.1 billion
Terms and conditions for early redemption or repayment None
Restrictive clauses None
Ratings agency, date of rating, and rating awarded Fitch Ratings Taiwan; September 1, 2014; A(twn)
Amount of ordinary shares, global depository
receipts, or other securities converted (exchanged
None
or subscribed) up to the publication date of this
Other rights annual report
Issuance and conversion (exchange or
None
subscription) terms
Possible dilution of equity and impact on equity of existing
shareholders due to subscription or issuance terms of issuance,
None
conversion and exchange of corporate bonds
Custodian of exchanged assets None
2016:
Corporate bond category 2016 1st unsecured corporate bond
Issuance date June 28, 2016
Face value NT$ 10 million
Place of issuance and trade ROC
Issuance price At 100% of face value
NT$ 1.65 billion
Total issuance amount (Tranche A : NT$ 1.35 billion Tranche B : NT$ 0.3 billion)
Tranche A : Fixed at 1.00% per annum
Coupon rate
Tranche B : Fixed at 1.25% per annum
Tranche A: 5 years, Maturity date: June 28, 2021
Tenor
Tranche B : 7 years, Maturity date: June 28, 2023
Guarantor None
Trustee Mega International Commercial Bank
Underwriter None
Certifying lawyer Hui-Chi Kuo
82
Corporate bond category 2016 1st unsecured corporate bond
KPMG
Certifying accountant
Wan-Wan Lin, Yi-Chun Chen
2017 :
Corporate bond category 2017 1st unsecured corporate bond
Issuance date May 17, 2017
Face value NT$ 10 million
Place of issuance and trade ROC
Issuance price At 100% of face value
NT$ 2.2 billion
Total issuance amount (Tranche A : NT$ 1.7 billion, Tranche B : NT$ 0.5
billion )
Tranche A : Fixed at 1.35% per annum,
Coupon rate
Tranche B :Fixed at 1.7% per annum
Tranche A: 5 years, Maturity date: May 17, 2022
Tenor
Tranche B : 7 years, Maturity date: May 17, 2024
Guarantor None
Trustee Mega International Commercial Bank
Underwriter Yuanta Securities Co., Ltd.
Certifying lawyer Hui-Chi Kuo
KPMG
Certifying accountant
Chung-Yi Chaing, Yi-Chun Chen
Method of repayment Bullet repayment at maturity
Outstanding balance NT$ 2.2 billion
Terms and conditions for early redemption or repayment None
Restrictive clauses None
Ratings agency, date of rating, and rating awarded None
Amount of ordinary shares, global depository receipts, or
other securities converted (exchanged or subscribed) up to
Other rights the publication date of this annual report None
83
Corporate bond category 2017 2nd unsecured corporate bond
Issuance date November 9, 2017
Face value NT$ 10 million
Place of issuance and trade ROC
Issuance price At 100% of face value
Total issuance amount NT$ 1 billion
Coupon rate Fixed at 1.1% per annum
Tenor 5 years, Maturity date: November 9, 2022
Guarantor None
Trustee Bank of Taiwan
Underwriter Yuanta Securities Co., Ltd.
Certifying lawyer Hui-Chi Kuo
KPMG
Certifying accountant
Chung-Yi Chaing, Yi-Chun Chen
Method of repayment Bullet repayment at maturity
Outstanding balance NT$ 1 billion
Terms and conditions for early redemption or repayment None
Restrictive clauses None
Ratings agency, date of rating, and rating awarded None
Amount of ordinary shares, global depository receipts, or
other securities converted (exchanged or subscribed) up to None
Other rights the publication date of this annual report
Issuance and conversion (exchange or subscription) terms None
Possible dilution of equity and impact on equity of existing shareholders
due to subscription or issuance terms of issuance, conversion and exchange
None
of corporate bonds
Custodian of exchanged assets None
2018:
Corporate bond category 2018 1st unsecured corporate bond
Issuance date September 26, 2018
Face value NT$ 10 million
Place of issuance and trade ROC
Issuance price At 100% of face value
NT$ 2.3 billion
Total issuance amount
(Tranche A : NT$ 1.6 billion, Tranche B : NT$ 0.7 billion )
Tranche A : Fixed at 0.98% per annum,
Coupon rate
Tranche B : Fixed at 1.26% per annum
Tranche A: 5 years, Maturity date: September 26, 2023
Tenor
Tranche B : 7 years, Maturity date: September 26, 2025
Guarantor None
Trustee Mega International Commercial Bank
Underwriter Yuanta Securities Co., Ltd.
Certifying lawyer Hui-Chi Kuo
KPMG
Certifying accountant
Wan-Wan Lin, Tsao-Jen Wu
Method of repayment Bullet repayment at maturity
Outstanding balance NT$ 2.3 billion
Terms and conditions for early redemption or repayment None
Restrictive clauses None
Ratings agency, date of rating, and rating awarded None
84
Corporate bond category 2018 1st unsecured corporate bond
Amount of ordinary shares, global depository receipts, or
other securities converted (exchanged or subscribed) up to None
Other rights the publication date of this annual report
2019:
Corporate bond category 2019 1st unsecured corporate bond
Issuance date May 9, 2019
Face value NT$ 10 million
Place of issuance and trade ROC
Issuance price At 100% of face value
NT$ 3.45 billion
Total issuance amount (Tranche A : NT$ 2.95 billion, Tranche B : NT$ 0.5 billion)
Tranche A : Fixed at 0.98% per annum,
Coupon rate Tranche B : Fixed at 1.15% per annum
Tranche A: 5 years, Maturity date: May 9, 2024
Tenor
Tranche B: 7 years, Maturity date: May 9, 2026
Guarantor None
Trustee Mega International Commercial Bank
Underwriter Capital Securities Corporation
Certifying lawyer Hui-Chi Kuo
KPMG
Certifying accountant
Wan-Wan Lin, Tsao-Jen Wu
Method of repayment Bullet repayment at maturity
Outstanding balance NT$ 3.45 billion
Terms and conditions for early redemption or repayment None
Restrictive clauses None
Ratings agency, date of rating, and rating awarded None
Amount of ordinary shares, global depository receipts, or
other securities converted (exchanged or subscribed) up to
None
Other rights the publication date of this annual report
Issuance and conversion (exchange or subscription) terms None
Possible dilution of equity and impact on equity of existing shareholders
due to subscription or issuance terms of issuance, conversion and exchange
None
of corporate bonds
Custodian of exchanged assets None
2020:
Corporate bond category 2020 1st unsecured corporate bond
Issuance date April 22, 2020
Face value NT$ 10 million
Place of issuance and trade ROC
Issuance price At 100% of face value
Total issuance amount NT$ 3.5 billion
Coupon rate Fixed at 0.66% per annum
Tenor 5 years, Maturity date: April 22, 2025
85
Corporate bond category 2020 1st unsecured corporate bond
Guarantor None
Trustee Mega International Commercial Bank
Underwriter Capital Securities Corporation
Certifying lawyer Hui-Chi Kuo
KPMG
Certifying accountant
Wan-Wan Lin, Tsao-Jen Wu
Method of repayment Bullet repayment at maturity
Outstanding balance NT$ 3.5 billion
Terms and conditions for early redemption or repayment None
Restrictive clauses None
Ratings agency, date of rating, and rating awarded None
Amount of ordinary shares, global depository receipts, or
other securities converted (exchanged or subscribed) up to None
Other rights the publication date of this annual report
Issuance and conversion (exchange or subscription) terms None
Possible dilution of equity and impact on equity of existing shareholders
due to subscription or issuance terms of issuance, conversion and exchange
None
of corporate bonds
Custodian of exchanged assets None
86
2021:
Corporate bond category 2021 1st unsecured corporate bond
Issuance date June 25, 2021
87
Corporate bond category 2021 2nd unsecured corporate bond
Terms and conditions for early redemption or repayment None
Restrictive clauses None
Ratings agency, date of rating, and rating awarded None
Amount of ordinary shares, global depository receipts, or
other securities converted (exchanged or subscribed) up to None
Other rights the publication date of this annual report
Issuance and conversion (exchange or subscription) terms None
Possible dilution of equity and impact on equity of existing shareholders
due to subscription or issuance terms of issuance, conversion and exchange None
of corporate bonds
Custodian of exchanged assets None
2022:
Corporate bond category 2022 1st unsecured corporate bond
Issuance date March 30, 2022
Face value NT$ 10 million
Place of issuance and trade ROC
Issuance price At 100% of face value
NT$ 5.15 billion
(Tranche A : NT$ 2.7 billion, Tranche B : NT$ 1.55
Total issuance amount
billion,Tranche C : NT$ 0.9 billion)
Tranche A : Fixed at 1.00% per annum,
Coupon rate Tranche B : Fixed at 1.15% per annum,
Tranche C : Fixed at 1.30% per annum
Tranche A: 5 years, Maturity date: March 30, 2027
Tenor Tranche B: 7 years, Maturity date: March 30, 2029
Tranche C: 10 years, Maturity date: March 30, 2032
Guarantor None
Trustee Bank Sino Pac
Underwriter Capital Securities Corporation
Certifying lawyer Hui-Chi Kuo
KPMG
Certifying accountant
Wan-Wan Lin, Rou-Lan Kuo
Method of repayment Bullet repayment at maturity
Outstanding balance NT$ 5.15 billion
Terms and conditions for early redemption or repayment None
Restrictive clauses None
Ratings agency, date of rating, and rating awarded None
Amount of ordinary shares, global depository receipts, or
other securities converted (exchanged or subscribed) up to None
Other rights the publication date of this annual report
Issuance and conversion (exchange or subscription) terms None
Possible dilution of equity and impact on equity of existing shareholders
due to subscription or issuance terms of issuance, conversion and exchange None
ofcorporate bonds
Custodian of exchanged assets None
88
(2)Issuance of corporate bonds by Fina Finance & Trading Co., Ltd.:
2019:
Corporate bond category 2019 1st unsecured corporate bond
2021:
Corporate bond category 2021 1st unsecured corporate bond
Issuance date May 6, 2021
Face value NT$ 10 million
Place of issuance and trade ROC
Issuance price At 100% of face value
Total issuance amount NT$ 4.6 billion
Coupon rate Fixed at 0.75% per annum
Tenor 5 years, Maturity date: May 6, 2026
Guarantor None
Trustee Bank Sino Pac
Underwriter MasterLink Securities
Certifying lawyer Hui-Chi Kuo
KPMG
Certifying accountant
Shu-Min Hsu, Rou-Lan Kuo
Method of repayment Bullet repayment at maturity
Outstanding balance NT$ 4.6 billion
Terms and conditions for early redemption or repayment None
89
Corporate bond category 2021 1st unsecured corporate bond
Restrictive clauses None
Ratings agency, date of rating, and rating awarded None
Amount of ordinary shares, global depository receipts, or
other securities converted (exchanged or subscribed) up to None
Other rights the publication date of this annual report
Issuance and conversion (exchange or subscription) terms None
Possible dilution of equity and impact on equity of existing shareholders
due to subscription or issuance terms of issuance, conversion and exchange None
of corporate bonds
Custodian of exchanged assets None
90
(11) Issuance of Preferred stock:
Issuance Date
2020 September 7th (Preferred Share)
Item
91
Issuance Date
2020 September 7th (Preferred Share)
Item
Amount of shares
converted (exchanged
or subscribed) up to Preferred shares may not be converted to common shares.
Other Rights the publication date of
this annual report
Issuance and
conversion (exchange N/A
or subscription) terms
Possible dilution of equity and impact on equity
of existing shareholders due to subscription or N/A
issuance terms of preferred share
Note:
92
(15) Financing plan and implementation
1. Issuance of corporate convertible bonds in December 2021:
93
Wholehearted service
Being active on the
Asian financial stage
V. Operational Highlights
96
(3) Current products /services
A. Leasing
The purpose of the leasing service is to support SMEs to acquire the right to use equipment through leasing
and thus relieve their burden of purchasing equipment with equity funds, satisfying their needs of operating
97
backbone of the economy (i.e. SMEs account for over 97% of total enterprises), most SMEs have a relatively
short history and weaker guarantee ability, and they are smaller in size; consequently, they cannot enter
the capital market and have difficulties in obtaining bank loans. The SMEs financing obtained from Taiwan
and China banking institutions accounts for a small portion of total financing. Since the current service
cannot satisfy SMEs and the financial auxiliary companies operate using their own funds which is less legally
restricted, they can bear higher risks to provide SMEs with flexible financing to complement the deficiency
of the capital markets and banks. That is the main reason why the financial auxiliary industry developed
vigorously in the US, Europe and Japan, and has played a critical role in their financial system.
B. The market scale of global leasing industries
According to the World Leasing Yearbook 2022, the global leasing industry grew by 125% on average from
2010 to 2020. Due to the impact of the Covid-19 pandemic, however, the demand for equipment leasing
decreased in 2020. The global leasing volume reached US$1,338.2 billion in 2020, representing a 1.8%
decline compared to 2019. North America was tremendously impacted by the pandemic which caused
a reduction of new leasing volume by 6.7%. On the contrary, business in Asia grew rapidly by 13% where
China, Taiwan, and Korea markets grew at 11% to 12% despite the influence of the pandemic.
9.4% 16.6%
0.3% 5.9% -1.8%
In 2020, most of the top 10 countries in terms of leasing volume were developed countries with mature
capital markets and well-established financial systems. This indicates that the leasing business can provide
complementary financial services and further promote SMEs’ strong growth.
Top 10 countries by leasing volume in 2020
Ranking Country Annual volume (US$bn) YoY Growth % Market penetration %
1 US 440.4 -7.00% 22.0%
2 China 300.2 11.94% 9.4%
3 UK 83.4 -19.65% 28.4%
4 Germany 79.8 N/A 16.2%
5 Japan 66.5 -14.20% 5.1%
6 France 57.0 -9.72% 17.5%
7 Italy 29.5 -18.04% 13.4%
8 Canada 28.5 -6.80% 42.0%
9 Australia 26.4 -11.76% N/A
10 Russia 21.0 -10.53% N/A
98
In 2020, the leasing volume of North America, Europe and Asia were US$475.4 billion, US$414.4 billion and
US$402.1 billion, representing 35.5%, 31% and 30% of the global volume respectively. China contributed
volume of US$300.2 billion, accounting for 74.7% of the total volume in Asia and taking the second position
in the global ranking. The leasing volume in Taiwan reached US$18.4 billion, accounting for 4.5% in Asia and
99
A. Upstream players: capital and equipment providers
Apart from the equity fund of shareholders, the capital source of the lessors mostly comes from bank loans
or issuances of commercial papers and corporate bonds. A large-sized company with a healthy financial
structure has its assets securitized or plans to go public in order to directly raise funds in the capital market.
Overall, the leasing industry mainly obtains funds from financial institutions. Equipment vendors are the
other players, from whom the lessors purchase the designated equipment on behalf of the lessees and rent
such equipment to the lessees for their business operation.
B. Midstream players: lessors
The leasing company provides assets-based financing services, and can be categorized by the structure of
shareholders or managers. More details can be referred to the section of competition in this chapter.
C .Downstream players: capital demander (lessees)
The leasing company provides assets-based financing services to capital demanders, e.g. individuals,
micro- enterprises, SMEs and even large corporations, meaning that customers of leasing companies and
financial institutions somewhat overlap. However, the leasing company specializes in different markets and
mainly serves SMEs in a flexible way to provide customers underserved by banks with key capital in a timely
manner and assist them in operational growth. Therefore, the relationship between the leasing companies
and financial institutions is a kind of “coopetition” - competitive and cooperative in terms of the industrial
structure.
(3) Development trend of products
In the early stages of development, the Taiwan leasing industry was relatively restricted and only provided
the machinery and equipment for production, transportation, utilities, sanitation, education and public
administration sectors. As the economy developed and regulations changed, diverse new products have been
offered to solve the capital shortage of SMEs, including the installment sales of raw materials, semi-finished,
finished products and inventories, chattel secured transactions of automobiles and construction machinery
and equipment, factoring, and leases of aircrafts, boats and automobiles.
Future prospects: Taiwan currently promotes the legislation on finance companies to transform the leasing
company which provides leasing services and installment sales to a finance company which is allowed to
offer guarantees business in addition to offering loans, discounted notes, notes and valuable securities. The
finance company act will be helpful in promoting the diversification of the financing business and providing
enterprises and the public with an alternative source to obtain funds.
(4) Competition
A.The competition in Taiwan
According to the information provided by the Taipei Leasing Association (“TLA”), as of December, 2021,
there were 39 members in TLA, which can be divided into four different categories in terms of the structure
of shareholders or managers:
100
Category (No. of
Characteristics of business
members)
Sufficient funding source supported by the parent company. Heavily rely on the customer list for marketing
provided by the banking parent companies and often focus on large-scale equipment leasing.
In terms of the capital structure of TLA members, the capital of each member is shown as follows:
Unit :NT$
Number of
Paid-in capital Member list
members
Chailease Finance Co., Ltd., Waterland Financial Holding Co., Ltd., Fina Finance and Trading Co., Ltd.,
Over 5 billion 4
and Hotai Finance Corporation
Far Eastern International Leasing Corp., SinoPac Leasing Corp., Taiwan Acceptance Corporation, FCB
Leasing Co., Ltd., IBT Leasing Co., Ltd., Co-operative Asset Management Corp., Fortune HS Leasing Co.,
2~5 billion 10
Ltd., Taichung Bank Leasing Co., Ltd.,Shinshin Credit Corporation, and Chailease Consumer Finance
Co., Ltd.
Jih Sun International Leasing & Finance Co., Ltd., Hua Nan International Leasing Co., Ltd., Taiwan
Business International Leasing Co., Ltd., Sunny International Leasing Co., Ltd., Union Finance & Leasing
1~2 billion 9
(Int'l) Corp., Taishin Dah An Leasing Co., Ltd., Yu Rich Financial Services Co., Ltd., CTBC Finance Co., Ltd.,
and Hsieh-Shin Motors Co., Ltd.
CDC Finance & Leasing Corp., President Tokyo Corporation, Mercedes- Benz Financial Services
Taiwan Ltd., Robina Finance & Leasing Corporation, Far Trust International Financial Co., Ltd., YIHO
0.5~1 billion 9
International Co., Ltd., Panhsin International Leasing Co., Ltd., He Jing Co., Ltd., and Fuyo General Lease
(Taiwan) Co., Ltd.
Less than 0.5 CMI Credit Ltd., ORIX Taiwan Corporation, Cosmos Leasing Corporation, Scania Credit Taiwan Ltd.,
7
billion Chang Hong Co., Ltd., Konew Capital Limited, and MHC Capital (TWN) Ltd.
Source: Department of Commerce, MOEA and Taipei Leasing Association
In summary, the members of TLA are large-sized companies in Taiwan. Chailease Finance Co., Ltd., the
subsidiary of the Company, delivered the new contract amount of NT$315.6 billion in 2021 and has been
maintaining the leading position in Taiwan’s lease and installment sales industry.
B.The competition in China
According to the China Financial Leasing Industry Development Report-2021, the total number of various
types of financial leasing companies in China was 11,917 at the end of 2021, marked a decrease of 1.97%
compared to 2020. Among these financial leasing companies, the numbers of lessors as NBFIs, domestic
pilot lessors and foreign invested lessors were 72, 428 and 11,417 respectively.
The total contract balance of all lessors in 2021 was approximately CNY$6,210 billion, representing 4.5%
drop compared to CNY$6,504 billion in 2020.
The total contract balance of Chailease International Finance Corporation, the subsidiary of the Company in
China, amounted to CNY$45.9 billion in 2021, representing 0.7% of total contract balance of the NBFIs, and
non-NBFIs. It also represented an increase compared to 2020 which is 0.6%.
101
The statistics of lessors in China under different administrations in 2021
Category Number of lessors Percentage
Lessors as NBFIs 72 1.41%
Domestic 428 3.38%
Lessors as Non-NBFIs
Foreign 11,417 -2.18%
Total in aggregate 11,917 -1.97%
Source: Statistics on the development of national financial leasing enterprises in 2021
According to KPMG released “China Financial Leasing Industry Development Report 2021”, there are 82
lessors with public financial information is stated in the table below. Around 63% of lessors are registered
in Shanghai and Tianjin, of which Shanghai accounted 31%. Chailease International Finance Corporation,
the subsidiary of the Company in China, is located in Changning District, Shanghai, where is a highly
competitive market for financial leasing business.
102
gasoline, fleet management and vehicle related products.
F. Chailease Check Express: the Company provides SMEs an online factoring platform to solve their problem of
short-term financing without limitation of time and space.
G. Chailease Mobile Life: starting from the eco-system of a car’s life cycle, this mobile app provides a one-stop
103
③ leverage the advantages of data assets, and cooperate with external platforms through strategic alliances
to quickly expand the markets.
C. Processes:
① deepen the application of digital technology and optimize operation efficiency;
② continuously build single-version and module system to enhance workflow within the organization and
boost our competitiveness in the market.
D. Risks:
① utilize big data analytics to fasten the credit evaluation process and create credit risk models in order to
build up diversified risk evaluation systems;
② integrate internal and external credit techniques to advance the capability of credit risk assessment for
local and overseas markets and products;
③ deepen the digitalization of credit review and related credit assessment capabilities to improve risk
identification and credit review efficiency.
E. Legal & Collection:
① utilize technology tools to accelerate collection efficiency and increase the recovery of write-off debts to
optimize asset quality;
② leverage legal expertise to build new business models and duplicate such in overseas markets;
③ introduce electronic contracts to cope with new economy after the covid-19 pandemic;
④ continuously implement legal compliance operations, strengthen external communication, promote ESG
and maintain as DJSI Sustainability Indices and the top 5% of corporate governance evaluation.
F. Finance:
① continuously develop diversified funding sources, establish reserve lines, strengthen capital structure and
enhance liquidity management;
② systematize accounting process to improve efficiency and enhance the analysis of accounting reports for
better references to operational decision-making;
③ integrate the internal and external technologies to improve the efficiency of disbursement and payment
reconciliation.
G. Human Resources:
① continuously expand diversified recruitment channels, utilize digital technology to meet local,
international and diversified manpower needs;
② continuously broaden recruitment of digital finance and cross-disciplinary talents to support the medium
and long-term manpower development strategies;
③ review and cultivate key talents by providing digital-based trainings for the organization’s medium and
long-term development plans;
④ continuously promote the operation of ASEAN matrix organizations to accompany the business
development of subsidiaries in the ASEAN region, based on internationalization strategies.
⑤ ensure workplace safety and protect health for employees against the pandemic.
104
F. Continue the medium and long-term development strategies of overseas markets, including establishing
new branch offices in China and ASEAN every year, implementing the strategy of market localization and
in-depth cultivation, and gradually develop online customer acquisition and expand consumer finance
business; continuously seek strategic partners for business collaboration in new markets, accelerate the
105
(2) Sales /or services contribution in each geographic area
Unit: NT$ (thousand)
Year FY2021 FY2020
Revenue from external Revenue from external
Area Percentage Percentage
customers (Note 1) customers (Note 1)
Taiwan 36,351,671 50.4% 29,859,070 50.2%
China 27,548,958 38.2% 22,596,447 38.0%
ASEAN 7,861,671 10.9% 6,656,356 11.2%
Others (Note 2) 397,254 0.5% 365,886 0.6%
Total 72,159,554 100% 59,477,759 100%
Note 1: The information comes from the consolidated financial statements audited by the CPA.
Note 2:“Others”includes the subsidiaries in England and USA.
Note 3: Transactions between merged entities are eliminated.
106
(5) Competitive niche
The Company has been in the leading position in the Taiwan leasing industry and its success can be attributed
to the unique financing model for SMEs and core competitiveness to ensure the long-term high and stable
107
(6) Positive and negative factors for future development and responses to such factors
108
(A) Positive factors:
a. The leasing market in China has great growth potential and Chinese government has burgeoning concerns toward the
development of SMEs.
b. The leasing industry is gradually regulated, paving the way to healthy development.
109
2.Usage and manufacturing process of main products
(1) Usage of main products
The Company provides asset-based financing services to SMEs, offering critical financial support for their
business development.
(2) Manufacturing process of main products
(3) Head count, average seniority, average age and educational background
of employees in the recent two years and as of the publication date of the
annual report
March 22, 2022
Year 2020 2021 On March 22,2022
Management personnel 1,052 1,116 1,224
Number of employees Non-Management personnel 6,027 6,671 6,902
Total 7,079 7,787 8,126
Average age 32.5 32.2 32.2
Average senority 5.0 4.8 4.8
PhD 0.03% 0.03% 0.02%
Master's degree 13.46% 12.37% 12.13%
Educational background Bachelor's degree 81.55% 82.57% 81.63%
High school graduate 4.35% 4.67% 5.75%
Below high school 0.61% 0.36% 0.47%
Note : The information for the current year before the publishing date of the annual report should be filled in. Management personnel: Title manager (or above) Non-
Management personnel: Others staff.
110
(4) Information on environmental protection expenditures:
Since 2015, Neihu Headquarters has successively promoted energy saving and promoted green commodity
procurement. In 2015-2018, it has invested NT$11.78 million, which has resulted in significant energy saving and
The amount of the company invested in the improvement of the environment. (Unit: NTD)
865,108
754,496
483,004
111
(2) Training:
Training result of the company in 2021:
Employee training and development tenet: To realize the ideal of the company and employees to grow
together, through the multi-dimensional strategic development plan, provide employees with omnidirectional
competency development, and achieve the win-win goal of nurturing talents, retaining talents and organizing
common prosperity.
① Focus on Human capital's cultivation and development
The company spares no effort in talent investment, is willing to provide the best talent developing
environment and learning resources, and also because of the commitment and support of senior
management for education and training, laying a solid foundation for the talent cultivation system, so that
the company's training system has been well-known in the industry.
② Integrated training environment
The company's training system includes face-to-face courses (classroom training), e-Learning courses, and
mentoring system. It constitutes an integrated training environment, and colleagues can enjoy a diverse
learning method.
③ Complete training framework of competence
The company's training courses can be divided into three categories: core competence (training all
colleagues), management competence (training management position), professional competence (training
the different position of colleagues), to help colleagues with different positions and titles can receive full-
function training.
④ Job rotation
Emphasizing and implementing the job rotation between positions, since job rotation is usually the best
training, many of the supervisors of the company have multiple functions such as business promotion, risk
management, and personal staff planning.
⑤ Internal lecturer and mentoring
The company has been the leader in the domestic leasing industry. Over the years, it has been the cradle
of top domestic enterprise personnel and the leader in cultivating countless risk management. The most
important thing is to rely on the company's strong internal lecturers and thoroughly implement the
mentoring system. These two methodologies play the leading role in the inheritance of knowledge and
experience.
⑥ Rich and diverse online learning
Online learning has become one of the indispensable training pathway for in-house training. Since
the establishment of the "Chailease e-training", the company has been committed to constructing and
introducing a variety of online courses, through blended learning to achieve the learning result.
⑦ Structured OJT training mode
More than 80% of the staff's ability achieved through OJT (On-the-job-training). In view of the uniqueness
of different products and different regions, the company has established a good localized OJT learning
mechanism, emphasizing the flexible of learning and resource sharing, from Off-JT to OJT, keep employees
learning uninterrupted.
⑧ Knowledge management sharing mechanism
The company has a multi-learning pathway and spares no effort in the preservation and sharing of unique
112
knowledge. In addition to accumulating more than 30 years of knowledge documents, the company
regularly invites colleagues to share valuable work experience and achieve the best results in knowledge
management.
(3) Retirement system and implementation status: The Company's retirement system handled in accordance with
113
(6) Cyber Security Management
1. The Company will adjust the cyber security maintenance content as appropriate in accordance with legal and
technological changes to prevent unauthorized access, use, control, disclosure, damage, alteration, destruction,
or other forms of infringement relevant to information and communication system or information so as to ensure
confidentiality, integrity, and availability.
(1) Structure of Cyber Security Management
In order to effectively promote information security, the Company has established an "Information Security
Committee" in October 2019 in accordance with the "Information Security Policy” of the Company, to formulate
and review the information security policy and development strategy of the company, and to take charge of
the promotion and governance of the Company's information security, information security risk supervision
and management, as well as the reporting of major information security incidents. The committee will meet at
least once a year and is authorized to convene additional meetings, as circumstances require. Major resolutions
will be reported to the board of directors.
Structure of Information Security Management Committee
Board of Directors
Chairman of the
Board (President)
Supervision
Information Security
Committee
Chairman of
Committee:
President
Executive
Secretary:
CTO
Committee Members:
Sales, Audit, Customer Service,
Chief Legal Officer, Chief of Staff
Executive Team
114
All information units establish an inventory of relevant information assets, identify their respective owners, and
perform risk assessments according to the differences in information asset levels. To effectively reduce risks,
they should perform the risk management for the risks, properly delegate tasks, and clearly define authority
which are higher than the acceptable level, and continuously implement each control measures.
115
Information Security Incident Flowchart
Identify the
information security
incident
Yes
No No
Case closed
116
(7) Important Contract
1. Chailease Holding Co., Ltd.:
Base Date: 2022.03.30
117
Contract Contract beginning Restrictive
Counterparty Major Content
type and ending date Covenants
Syndicated Bank of Taiwan Co. Ltd and nine From 2019/04/29 to 6 billion NTD Syndicated Loan Agreement Note 7
Loan other banks 2022/06/25 (Three
Agreement years after the first
Drawdown)
Trust Deed Mega International Commercial Bank From 2019/05/09 to Mega International Commercial Bank Co., None
Co., Ltd. 2026/05/09 Ltd. served as the Trustee for the creditors for
Chailease Finance Co., Ltd. to issue the 1st
Unsecured Corporate Bonds in 2019.
Guarantee Chailease International Financial From 2019/08/14 Chailease International Financial Services Note 8
Contract Services Co., Ltd. to 2024/11/01 (Five Co., Ltd., a subsidiary of Chailease Holding
years after the first Co., Ltd., applied for a 250 million USD credit
Drawdown) loan for medium-term operational need.
The facility agent is Mega International
Commercial Bank Co., Ltd., and the joint
guarantor is Chailease Finance Co., Ltd.
Syndicated Bank SinoPac Co., Ltd., Taishin From 2019/11/27 to 6 billion NTD Syndicated Loan Agreement Note 9
Loan International Bank Co., Ltd., and 2027/07/31 (Seven
Agreement seven other banks years after the first
Drawdown)
Special Land Bank of Taiwan From 2019/12/03 to Land Bank of Taiwan served as the Trustee to None
Purpose Trust the next day of the manage the asset trust securitization plan for
Agreement Final Distribution Chailease Finance Co., Ltd.
Date
Syndicated Mega Bills Finance Co., Ltd.; China From 2020/01/10 to 3.5 billion NTD Syndicated Loan Agreement Note 10
Loan Bills Finance Co., Ltd.; Union Bank of 2023/01/17 (Three
Agreement Taiwan Co., Ltd; Taiwan Cooperative years after the first
Bills Finance Co., Ltd. Drawdown)
Trust Deed Mega International Commercial Bank From 2020/04/22 to Mega International Commercial Bank Co., None
Co., Ltd. 2025/04/22 Ltd. served as the Trustee for the creditors for
Chailease Finance Co., Ltd. to issue the 1st
Unsecured Corporate Bonds in 2020.
Guarantee Chailease International Financial From 2020/08/11 to Chailease International Financial Services Note 11
Contract Services (Singapore) Pte. Ltd. 2023/08/11 (Three (Singapore) Pte. Ltd., a subsidiary of Chailease
years after the Holding Co., Ltd., applied for a 140 million
Signup) USD credit loan for medium-term operational
need. The facility agent is Mizuho Bank, and
the joint guarantor is Chailease Finance Co.,
Ltd.
Syndicated Land Bank of Taiwan and eight other From 2020/09/15 to 6 billion NTD Syndicated Loan Agreement Note 12
Loan banks 2023/11/20 (Three
Agreement years after the first
Drawdown)
Guarantee Chailease International Financial From 2020/12/22 to Chailease International Financial Services Note 13
Contract Services (Singapore) Pte. Ltd. 2024/03/17 (Three (Singapore) Pte. Ltd., a subsidiary of Chailease
years after the first Holding Co., Ltd., applied for a 120 million
Drawdown) USD credit loan for medium-term operational
need. The facility agent is Mizuho Bank, and
the joint guarantor is Chailease Finance Co.,
Ltd.
Syndicated Mega Bills Finance Co., Ltd.; China From 2021/01/29 to 5.1 billion NTD Syndicated Loan Agreement. Note 14
Loan Bills Finance Co., Ltd.; Dah Chung 2024/02/08 (Three
Agreement Bills Finance Corp.; Taiwan Finance years after the first
Corporation; and Ta Ching Bills Drawdown)
Finance Corporation.
Guarantee Chailease International Financial From 2021/06/03 to Chailease International Financial Services Note 15
Contract Services (Singapore) Pte. Ltd. 2024/09/02 (Three (Singapore) Pte. Ltd., a subsidiary of Chailease
years after the first Holding Co., Ltd., applied for a 168 million
Drawdown) USD credit loan for medium-term operational
need. The facility agent is Mizuho Bank, and
the joint guarantor is Chailease Finance Co.,
Ltd.
Trust Deed Bank SinoPac Co., Ltd. From 2021/06/25 to Mega International Commercial Bank Co., None
2036/06/25 Ltd. served as the Trustee for the creditors for
Chailease Finance Co., Ltd. to issue the 1st
Unsecured Corporate Bonds in 2021.
118
Contract Contract beginning Restrictive
Counterparty Major Content
type and ending date Covenants
Syndicated Mega International Commercial Bank From 2021/10/18 to 6 billion NTD Syndicated Loan Agreement. Note 16
Loan Co., Ltd. and eight other banks. 2024/10/17 (Three
Guarantee Chailease International Financial From 2021/12/29 to Chailease International Financial Services Note 18
Contract Services (Singapore) Pte. Ltd. 2025/02/24 (Three (Singapore) Pte. Ltd., a subsidiary of Chailease
years after the first Holding Co., Ltd., applied for a 162 million
Drawdown) USD credit loan for medium-term operational
need. The facility agent is Mizuho Bank, and
the joint guarantor is Chailease Finance Co.,
Ltd.
Syndicated Hua Nan Commercial Bank Co., and From 2022/02/10 to 6,036 million NTD Syndicated Loan Note 19
Loan six other banks. 2029/11/10 (Seven Agreement.
Agreement years after the first
Drawdown)
Trust Deed Bank SinoPac Co., Ltd. From 2022/03/30 to Bank SinoPac Co., Ltd. served as the Trustee None
2032/03/30 for the creditors for Chailease Finance Co.,
Ltd. to issue the 1st Unsecured Corporate
Bonds in 2020.
Note 1:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at a certain rate
for the duration of the loan agreement.
2. During the loan agreement, the company's long-term and short-term credit ratings should meet the following criteria:
(1) In Taiwan Ratings Corp. rating, the long-term credit rating is equal to or higher than the twBBB+.\
(2) In Fitch Ratings Ltd. (Taiwan Branch), the long-term credit rating is equal to or higher than the BBB+(twn).
Note 2:1. The net tangible assets, net worth ratio and interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at the following rate
for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(3) The net worth ratio (net tangible assets/total assets) shall be no less than 11%.
Note 3:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's consolidated financial statements shall be maintained at the following rate
for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(3) The net worth ratio (net tangible assets/total assets) shall be no less than 11%.
Note 4:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at a certain rate
for the duration of the loan agreement.
2. During the loan agreement, the company's long-term and short-term credit ratings should meet the following criteria:
(1) In Taiwan Ratings Corp. rating, the long-term credit rating is equal to or higher than the twBBB+.\
(2) In Fitch Ratings Ltd. (Taiwan Branch), the long-term credit rating is equal to or higher than the BBB+(twn).
Note 5:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's consolidated financial statements shall be maintained at the following rate
for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
119
(3) The net worth ratio (net tangible assets /total assets) shall be no less than 11%.
Note 6:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at a certain rate
for the duration of the loan agreement.
2. During the loan agreement, the company's long-term and short-term credit ratings should meet the following criteria:
(1) In Taiwan Ratings Corp. rating, the short-term credit is equal to or higher than TwA-2, and the long-term credit rating is equal to or higher than the twBBB+.
(2) In Fitch Ratings Ltd. (Taiwan Branch), the short-term credit is equal to or higher than F2., and the long-term credit rating is equal to or higher than the BBB+(twn).
Note 7:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's consolidated financial statements shall be maintained at the following rate
for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(3) The net worth ratio (net tangible assets /total assets) shall be no less than 11%.
Note 8:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at the following
rate for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(3) The net worth ratio (net tangible assets /total assets) shall be no less than 11%.
Note 9: 1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's consolidated financial statements shall be maintained at the following rate
for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(3) The net worth ratio (net tangible assets/total assets) shall be no less than 11%.
Note 10:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at a certain rate
for the duration of the loan agreement.
2. During the loan agreement, the company's long-term and short-term credit ratings should meet the following criteria:
(1) In Taiwan Ratings Corp. rating, the short-term credit is equal to or higher than TwA-2, and the long-term credit rating is equal to or higher than the twBBB+.
(2) In Fitch Ratings Ltd. (Taiwan Branch), the short-term credit is equal to or higher than F2., and the long-term credit rating is equal to or higher than the BBB+(twn).
Note 11:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at the following
rate for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(3) The net worth ratio (net tangible assets/total assets) shall be no less than 11%.
Note 12: 1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's consolidated financial statements shall be maintained at the following rate
for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(3) The net worth ratio (net tangible assets/total assets) shall be no less than 11%.
Note 13: 1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at the following
rate for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(3) The net worth ratio (net tangible assets/total assets) shall be no less than 11%.
Note 14:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at a certain rate
for the duration of the loan agreement.
2. During the loan agreement, the company's long-term and short-term credit ratings should meet the following criteria:
(1) In Taiwan Ratings Corp. rating, the long-term credit rating is equal to or higher than the twBBB+.\
(2) In Fitch Ratings Ltd. (Taiwan Branch), the long-term credit rating is equal to or higher than the BBB+(twn).
Note 15:The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at the following
rate for the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
(2) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(3) The net worth ratio (net tangible assets/total assets) shall be no less than 11%.
Note 16:The net tangible assets, net worth ratio and the interest coverage ratio of the Company's consolidated financial statements shall be maintained at the following rate for
the duration of the loan agreement:
(1) The tangible net worth shall be no less than 10 billion NTD.
120
(1) The interest coverage ratio (EBITDA) shall be no less than 1.1.
(2) The net worth ratio (net tangible assets/total assets) shall be no less than 11%.
Note 17:1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at a certain rate
for the duration of the loan agreement.
121
3. Fina Finance & Trading Co., Ltd.
Base Date: 2022.03.30
Contract
Contract Restrictive
Counterparty beginning and Major Content
type Covenants
ending date
Syndicated Land Bank of Taiwan Co., Ltd.; Bank of Taiwan Co., Ltd.; From 2018/05/31 3.6 billion NTD Syndicated Note 1
Loan Hua Nan Commercial Bank Co., Ltd.; Mega International to 2021/08/31 Loan Agreement
Agreement Commercial Bank Co., Ltd.; BANK SINOPAC Co., (Three years
Ltd.; Agricultural Bank of Taiwan Co., Ltd.; Taiwan after the first
Cooperative Bank Co., Ltd.; JihSun International Drawdown)
Commercial Bank Co., Ltd.; Chang Hwa
Commercial Bank Co., Ltd.; E.SUN Commercial Bank Co.,
Ltd.
Syndicated Land Bank of Taiwan Co., Ltd; Agricultural Bank of Taiwan From 2019/05/30 4.3billion NTD Syndicated Note 2
Loan Co., Ltd.; BANK SINOPAC Co., Ltd.; Taiwan Cooperative to 2022/08/30 Loan Agreement
Agreement Bank Co., Ltd.; Hua Nan Commercial Bank Co., Ltd.; (Three years
Taiwan Business Bank Co., Ltd.; Bank of China Co., Ltd.; after the first
Shin Kong Commercial Bank Co., Ltd.; Chang Hwa Drawdown)
Commercial Bank Co., Ltd.; Bank of Kaohsiung Co., Ltd.
Syndicated Taiwan Cooperative Bank Co., Ltd.; Far Eastern From 2020/03/20 6 billion NTD Syndicated Note 3
Loan International Bank Co., Ltd.; Bank of Taiwan Co., Ltd.; to 2023/03/20 Loan Agreement
Agreement Land Bank of Taiwan Co., Ltd; Sumitomo Mitsui Banking (Three years
Corporation; Mega International Commercial Bank Co. after the first
Ltd.; Agricultural Bank of Taiwan Co., Ltd.; Hua Nan Drawdown)
Commercial Bank Co., Ltd.; Chang Hwa Commercial
Bank Co., Ltd.; Taiwan Business Bank Co., Ltd.; Shanghai
Commercial and Savings Bank Co., Ltd.
Project Financial institution A From 2020/08/03 By abiding by Regulations Note 4
Agreement to 2022/08/03 Governing Internal
Operating Systems
and Procedures for the
Outsourcing of Financial
Institution Operation,
Financial institution A
engages Fina Finance &
Trading Co., Ltd. to do the
following activities:
Auto financing marketing;
Lending management;
Service consulting;
Document preservation.
Syndicated Land Bank of Taiwan Co., Ltd.; Hua Nan Commercial From 2020/12/29 6 billion NTD Syndicated Note 5
Loan Bank Co.; Taiwan Cooperative Bank Co., Ltd.; BANK to 2024/03/15 Loan Agreement
Agreement SINOPAC Co., Ltd.; Shanghai Commercial and Savings (Three years
Bank Co., Ltd.; Mega International Commercial Bank Co., after the first
Ltd.; Agricultural Bank of Taiwan Co., Ltd.; Shin Kong Drawdown)
Commercial Bank Co., Ltd.; Chang Hwa Commercial Bank
Co., Ltd.; and Taiwan Business Bank Co., Ltd..
Trust Deed BANK SINOPAC Co., Ltd. From 2021/05/06 BANK SINOPAC Co., Ltd. None
to 2026/05/06 served as the Trustee for the
creditors for Fina Finance &
Trading Co., Ltd. to issue the
1st Unsecured Corporate
Bonds in 2021.
Syndicated Land Bank of Taiwan Co., Ltd.; Bank of Taiwan Co., Ltd.; From 2021/08/31 6 billion NTD Syndicated Note 6
Loan Hua Nan Commercial Bank Co.; BANK SINOPAC Co., Ltd.; to 2024/08/30 Loan Agreement
Agreement Agricultural Bank of Taiwan Co., Ltd.; Taiwan Cooperative (Three years
Bank Co., Ltd.; and Chang Hwa Commercial Bank Co., Ltd. after the first
Drawdown)
Syndicated China Bills Finance Co., Ltd.; Mega Bills Finance Co., Ltd.; Case(A):From 7.3 billion NTD Syndicated Note 7
Loan Grand Bills Finance Corporation; Dah Chung Bills Finance 2021/09/17 to Loan Agreement
Agreement Corp.; Taiwan Finance Corporation; and Ta Ching Bills 2024/09/16
Finance Corporation.; Taiwan Cooperative Bills Finance (Amount:3.8
Co., Ltd.; Taishin International Bank Co., Ltd.; Union Bank billion)
of Taiwan Co., Ltd.; and Hua Nan Commercial Bank Co., Case (B):From
Ltd. 2021/12/08 to
2026/12/07
(Amount:3.5
billion)
122
Note 1:
1. The net tangible assets, net worth ratio and the interest coverage ratio of the Company's non-consolidated financial statements shall be maintained at a certain rate for the
duration of the loan agreement.
2. Except with the consent by the majority of the lending group, the company may not create the mortgage on the fixed assets, but resetting expired mortgage that does not
123
4. Chailease International Finance Corporation
Base Date: 2022.03.30
Contract beginning and
Contract type Counterparty Major Content Restrictive Covenants
ending date
Strategic Shanghai Rural From 2019/05 to 2022/05 To promote cooperation None
Cooperation Commercial Bank between Chailease
Agreement Co., Ltd. International Finance
Corp., and Shanghai Rural
Commercial Bank Co.,
Ltd., the two parties are
engaged to jointly develop
credit, settlement, capital
management, investment,
personal financial services and
other business in accordance
with national laws, regulations
and relevant banking
regulations formulated by the
regulatory authorities.
Syndicated China From 2018/05/09 to The commitment amount is None
Loan Development three years after the final 4.5 billion RMB. Before May 9,
Agreement Bank Co., drawdown date. 2019, the loan can be partially
Ltd. and three request by entering separate
other financial sub-contracts. The loan period
institutions is three years from each
drawdown date.
Syndicated Taishin From 2018/11/15 to The loan amount is 250 The guarantor shall ensure the following
Loan International Bank three years after the final million USD. terms during the loan agreement:
Agreement Co., Ltd.and fifteen drawdown date. The first and the final 1. The tangible net worth shall be no
other financial drawdown shall be requested less than 15 billion NTD;
institutions within six and twelve months 2. The net worth ratio shall be no less
after the execution date of the than 10%;
agreement respectively. 3. The interest coverage ratio shall be no
The loan period is three years less than 1.1.。
from each drawdown date. The borrower shall ensure the following
terms during the loan agreement:
1. The net worth ratio shall be no less
than 10%; and
2. The interest coverage ratio shall be no
less than 1.1
Syndicated Mizuho Corporate From 2018/10/18 to The loan amount is The borrower shall ensure the following
Loan Bank, Ltd. three years after the final 2.015 billion RMB, and the terms during the loan agreement:
Agreement (China) and nine drawdown date. available period is 12 months. 1. The net worth ratio shall be no less
other financial The loan can be partially than 10%; and
institutions drawdown in several tranches. 2. The interest coverage ratio shall be no
The loan period is three years less than 1.1
from each drawdown date.
Syndicated Mizuho Corporate From 2019/07/01 to The loan amount is The borrower shall ensure the following
Loan Bank, Ltd. three years after the final 3 billion RMB, and the terms during the loan agreement:
Agreement (China) and nine drawdown date. available period is 12 months. 1. The net worth ratio shall be no less
other financial The loan can be partially than 10%; and
institutions drawdown in several tranches. 2. The interest coverage ratio shall be no
The loan period is three years less than 1.1.
from each drawdown date..
Syndicated China From 2019/09/26 to The loan amount is The guarantor shall ensure the following
Loan Development three years after the final 1 billion HKD, and the terms during the loan agreement:
Agreement Bank Co., drawdown date. available period is 6 months. 1. The net tangible assets shall be no
Ltd. (Asia); Hang The loan can be partially less than 15 billion NTD;
Seng Bank drawdown in several tranches. 2. The net worth ratio shall be no less
Limited; Oversea- The loan period is three years than 10%;
Chinese Banking from each drawdown date. 3. The interest coverage ratio shall be no
Co., Ltd.; and less than 1.1.
Agricultural Bank The borrower shall ensure the following
of China Limited terms during the loan agreement:
(Seoul Branch) 1. The net worth ratio shall be no less
than 10%; and
2. The interest coverage ratio shall be no
less than 1.1.
124
Contract beginning and
Contract type Counterparty Major Content Restrictive Covenants
ending date
Syndicated Australia and From 2019/09/27 to The loan amount is 300 The guarantor shall ensure the following
Loan New Zealand three years after the final million USD. terms during the loan agreement:
125
Contract beginning and
Contract type Counterparty Major Content Restrictive Covenants
ending date
Syndicated Bank SinoPac Co., From 2020/12/16 to The loan amount is 330 The guarantor shall ensure the following
Loan Ltd., Standard three years after the final million USD. terms during the loan agreement:
Agreement Chartered Bank drawdown date. The loan can be partially 1. The tangible net worth shall be no
(Taiwan) Limited drawdown in several tranches less than 25 billion NTD;
and twelve with the first and the final 2. The net worth ratio shall be no less
other financial drawdown made within six than 10%;
institutions and twelve months after 3. The interest coverage ratio shall be no
the execution date of the less than 1.1.
agreement respectively. The borrower shall ensure the following
The loan period is three years terms during the loan agreement:
from each drawdown date. 1. The net worth ratio shall be no less
than 10%; and
2. The interest coverage ratio shall be no
less than 1.1.
Syndicated Bank of China From 2021/03/18 to The loan amount is 2.2 billion The borrower shall ensure the following
Loan Shanghai Branch three years after the final RMB and the available period terms during the loan agreement:
Agreement and three drawdown date. is 12 months. The loan can be (1) The asset-liability ratio shall be no
other financial partially drawdown in several more than 87%;
institutions tranches. The loan period (2) The defective rate shall be no more
is three years from each than 3%; and
drawdown date. (3) The average quarterly rent recovery
rate shall be more than 90%.
Medium Term Mizuho Securities 2020/06/12 Chailease International None
Note Program Asia Limited, The Finance Corporation, Mizuho
Hongkong and Securities Asia Limited, The
Shanghai Banking Hongkong and Shanghai
Corporation Banking Corporation
Limited, and SMBC Limited, and SMBC Nikko
Nikko Securities Securities Inc. entered into a
Inc. underwriting agreement to
issue asset securities with the
total amount not exceeding
500 million USD.
Asset Lead Underwriter Date of Signature: Chailease International None
Securitization & Book runner: December, 2020. Finance Corporation, Bank of
Bank of Communications Co., Ltd.
Communications and JIC Trust Co., Ltd. entered
Co., Ltd.. into the underwriting and
Trust & trust agreement to issue
Management asset securities with the total
Agency: JIC Trust amount not exceeding 1.7
Co., Ltd. billion RMB.
Memorandum Bank of Shanghai Date of Signature: Based on the professional None
of Co., Ltd. 2009/02/18 system, function and network
understanding service and customer
resources of each serving
Small and Medium
Enterprises (SMEs), the MOU
aims to strengthen resource
sharing, complement each
other's advantages, and
jointly improve the service
capabilities to SMEs through
various cooperation methods.
Strategic Bank of China Date of Signature: Based on the good None
Cooperation Limited 2009/04/17 cooperation, the Strategic
Agreement Cooperation Agreement
aims to further promote
mutual development, actively
implement the state's policies
of supporting SMEs and
Taiwanese enterprises, and
jointly developed business
projects in various aspects.
126
Contract beginning and
Contract type Counterparty Major Content Restrictive Covenants
ending date
Strategic Industrial and Date of Signature: The aims are support the None
Cooperation Commercial Bank 2009/08 strategic development of
127
Contract beginning and
Contract type Counterparty Major Content Restrictive Covenants
ending date
Syndicated Australia and From 2019/09/27 to The loan amount is 300 The guarantor shall ensure the following
Loan New Zealand three years after the final million USD. terms during the loan agreement:
Agreement Banking Group drawdown date. The loan can be partially 1. The tangible net worth shall be no
Ltd. (Hong Kong drawdown in several tranches less than 25 billion NTD;
Branch), Taishin with the first and the final 2. The net worth ratio shall be no less
International Bank drawdown made within six than 10%;
Co., Ltd. and 15 and twelve months after 3. The interest coverage ratio shall be no
other financial the execution date of the less than 1.1.
institutions agreement respectively. The borrower shall ensure the following
The loan period is three years terms during the loan agreement:
from each drawdown date. 1. The net worth ratio shall be no less
than 10%; and
2 The interest coverage ratio shall be no
less than 1.1
Syndicated Mizuho Bank From 2020/02/27 to The loan amount is The guarantor shall ensure the following
Loan Co., Ltd. and 5 three years after the final 8 billion JPY, and the available terms during the loan agreement:
Agreement other financial drawdown date. period is 6 months. The loan 1. The tangible net worth shall be no
institutions can be partially drawdown less than 15 billion NTD;
in several tranches. The loan 2. The net worth ratio shall be no less
period is three years from than 10%;
each drawdown date. 3. The interest coverage ratio shall be no
less than 1.2.
The borrower shall ensure the following
terms during the loan agreement:
1. The net worth ratio shall be no less
than 10%; and
2. The interest coverage ratio shall be no
less than 1.1.
Syndicated Oversea-Chinese From 2020/03/05 to The loan amount is The guarantor shall ensure the following
Loan Banking Co., Ltd. three years after the final 7.25 million RMB, and the terms during the loan agreement:
Agreement drawdown date. available period is 6 months. 1. The tangible net worth shall be no
The loan can be partially less than 15 billion NTD;
drawdown in several tranches. 2. The net worth ratio shall be no less
The loan period is three years than 10%;
from each drawdown date. 3. The interest coverage ratio shall be no
less than 1.1.
The borrower shall ensure the following
terms during the loan agreement:
1. The net worth ratio shall be no less
than 10%; and
2. The interest coverage ratio shall be no
less than 1.1.
Syndicated Mizuho Corporate From 2021/07/27 three The loan amount is 5.53 The borrower shall ensure the following
Loan Bank, Ltd. years after the final billion RMB and the available terms during the loan agreement:
Agreement (China) and 16 drawdown date. period is 12 months. The loan 1. The net worth ratio shall be no less
other financial can be partially drawdown than 10%; and
institutions in several tranches. The loan 2. The interest coverage ratio shall be no
period is three years from less than 1.1.
each drawdown date.
Syndicated Mizuho Bank From 2021/06/07 to the The loan amount is The guarantor shall ensure the following
Loan Co., Ltd. and 5 date, that is 39 months 13.3 billion JPY, and the terms during the loan agreement:
Agreement other financial after Signup. available period is 6 months. 1. The tangible net worth shall be no
institutions The loan can be partially less than 15 billion NTD;
drawdown 2. The net worth ratio shall be no less
in several tranches. The loan than 10%;
period is three years from 3. The interest coverage ratio shall be no
each drawdown date but no less than 1.2.
longer than the date that is 39 The borrower shall ensure the following
months after the Signup. terms during the loan agreement:
1. The net worth ratio shall be no less
than 10%; and
2. The interest coverage ratio shall be no
less than 1.1.
128
Contract beginning and
Contract type Counterparty Major Content Restrictive Covenants
ending date
Bilateral Loan Oversea-Chinese From 2021/09/20 to The loan amount is The guarantor shall ensure the following
Agreement Banking Co., Ltd. three years after the final 4.75 million RMB, and the terms during the loan agreement:
129
Value, Growth
Honesty and Discipline
VI. Financial Highlights
(1) Condensed financial reports for the past five fiscal years
1. Condensed Balance Sheet
Unit: NT$ thousands
Year Condensed Balance Sheet from 2017 to 2021 (Consolidated) (Note 1)
132
2. Condensed Statement of Comprehensive Income
Unit: NT$ thousands
Year Condensed Balance Sheet from 2017 to 2021 (Consolidated) (Note 1)
133
(2) Financial analysis for the past five fiscal years
1. Financial Analysis from 2017 to 2021
Item Financial Analysis from 2017 to 2021 (Unconsolidated) (Note 1)
134
4. Profitability Analysis
(1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) /Average Total Assets
(2) Return on Equity = Net Income / Average Shareholders’Equity
(3) Operating Income to Paid-in Capital Ratio = Operating Income / Paid-in Capital
135
(4) Audit committee’s report on financial statements from the most recent year
The Board of Directors has prepared the Company’s 2021Business Report, Financial Statements, and proposal for
allocation of profits. The CPAs of KPMG, Ms. Shu Min Hsu and Ms. Wan Wan Lin were retained to audit Chailease Holding
Company Limited’s Financial Statements and have issued an audit report relating to the Financial Statements.
The Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be
correct and accurate by the Audit committee members of Chailease Holding Company Limited.
According to Article 14-4 of the Securities and Exchange Act, we hereby submit this report.
136
(5) Financial Report (Attachment)
(6) Impact of the financial distress occurred to the company and affiliates in
137
Representation Letter
The entities that are required to be included in the combined financial statements of Chailease Holding
Company Limited as of and for the year ended December 31, 2021 under the Criteria Governing the
Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of
Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in
conformity with International Financial Reporting Standards No. 10 endorsed by the Financial Supervisory
Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed
in the combined financial statements is included in the consolidated financial statements. Consequently,
Chailease Holding Company Limited and Subsidiaries do not prepare a separate set of combined financial
statements.
138
Independent Auditors’ Report
To the Board of Directors of Chailease Holding Company Limited:
Opinion
139
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 IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission
of the Republic of China, and for such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the auditing standards generally accepted in the Republic of China will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
3. Evaluate the propriety of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
4. Conclude on the propriety 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 auditor’s 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 auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the group audit.
We 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.
140
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.
KPMG
Taipei, Taiwan (Republic of China)
February 25, 2022
141
CHAILEASE HOLDING COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2021 and 2020
(Amounts Expressed in Thousands of New Taiwan Dollars)
2021.12.31 2020.12.31
Assets Amount % Amount %
Current assets:
1100 Cash and cash equivalents (Notes (6)(a) and (7)) $ 46,374,548 7 32,796,805 6
1110 Current financial assets at fair value through profit or loss (Note (6)(b)) 1,393,619 - 821,296 -
1136 Current financial assets at amortized cost (Note (6)(b) and (7)) 22,320,694 3 14,418,945 2
1139 Current financial assets for hedging (Notes (6)(b) and (6)(c)) 7,381 - 118,697 -
1170 Accounts receivable, net (Notes (6)(d), (7) and (8)) 427,555,719 60 375,719,022 63
1476 Other current financial assets (Notes (7) and (8)) 7,209,104 1 5,524,900 1
1479 Other current assets (Notes (6)(e) and (7)) 6,928,821 1 8,584,757 2
511,789,886 72 437,984,422 74
Non‑current assets:
1510 Non‑current financial assets at fair value through profit or loss (Note (6)(b)and 20,936 - 28,147 -
(6)(l))
1517 Non‑current financial assets at fair value through other comprehensive income 930,663 - 828,361 -
(Note (6)(b))
1535 Non‑current financial assets at amortized cost (Note (6)(b)) 8,173,072 1 4,279,012 1
1530 Non‑current financial assets for hedging (Note(6)(b) and (6)(c)) 301,897 -
-
-
1550 Investments accounted for using equity method (Note (6)(f )) 1,759,104 - 1,807,241 -
1600 Property, plant and equipment (Notes (6)(g), (7) and (8)) 52,240,669 7 44,043,357 7
1755 Right‑of‑use assets (Notes(6)(h) and (7)) 5,034,463 1 4,197,210 1
1780 Intangible assets (Note (6)(i)) 93,845 - 97,776 -
1840 Deferred tax assets (Note (6)(o)) 4,377,432 1 4,121,825 1
1930 Long‑term accounts receivable, net (Notes (6)(d), (7) and (8)) 117,154,981 16 94,146,913 16
1995 Other non‑current assets (Notes (7) and (8)) 11,349,968 2 1,789,570 -
201,437,030 28 155,339,412 26
TOTAL ASSETS $ 713,226,916 100 593,323,834 100
The accompanying notes are an integral part of the consolidated financial statements.
142
CHAILEASE HOLDING COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2021 and 2020
The accompanying notes are an integral part of the consolidated financial statements.
143
CHAILEASE HOLDING COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the Years Ended December 31, 2021 and 2020
(Amounts Expressed in Thousands of New Taiwan Dollars)
For the years ended December 31,
2021 2020
Amount % Amount %
Operating revenues: (Note (7))
4111 Sales revenue $ 5,132,662 7 4,210,818 7
4810 Interest revenue ‑ installment sales 13,648,813 19 10,880,685 18
4820 Interest revenue ‑ capital leases 24,544,166 34 20,718,562 35
4300 Rental revenue ‑ operating leases 4,585,134 6 3,820,500 6
4230 Interest revenue ‑ loans 6,109,708 9 5,065,606 9
4240 Other interest revenue 8,689,291 12 6,270,379 11
4881 Other operating revenue 9,449,780 13 8,511,209 14
72,159,554 100 59,477,759 100
Operating costs: (Note (7))
5111 Cost of sales 2,898,870 4 2,268,549 4
5240 Interest expense 9,454,373 13 8,937,992 15
5300 Cost of rental revenue 3,239,625 4 2,679,246 4
5800 Other operating costs 3,895,252 5 2,881,238 5
19,488,120 26 16,767,025 28
Gross profit from operation 52,671,434 74 42,710,734 72
6400 Operating expenses (Note (7)) 13,515,416 19 12,290,324 21
6450 Expected credit loss (Note (6)(d)) 6,347,682 9 7,123,450 12
6500 Net other income and expenses (Note (6)(s)) 676,496 1 378,926 1
Operating profit 33,484,832 47 23,675,886 40
Non‑operating income and expenses:
7100 Interest income 248,611 - 217,503 -
7130 Dividend income 31,224 - 47,268 -
7020 Other gains and losses (Note (6)(t) and (7)) 853,609 1 753,364 1
7060 Share of profit (loss) of associates and joint ventures accounted for using equity method (Note (6)(f)) 36,115 - (28,527) -
1,169,559 1 989,608 1
7900 Profit before income tax 34,654,391 48 24,665,494 41
7950 Less: Income tax expenses (Note (6) (o)) 11,959,591 17 7,127,073 12
Profit for the period 22,694,800 31 17,538,421 29
Other comprehensive income (loss):
8310 Components of other comprehensive income that will not be reclassified to profit or loss
8311 Gains on remeasurements of defined benefit plans 65,967 - 4,223 -
8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other 127,075 - (78,337) -
comprehensive income
8349 Less: Income tax related to components that will not be reclassified to profit or loss (Note (6)(o)) 13,193 - 845 -
Total components of other comprehensive income that will not be reclassified to profit or loss 179,849 - (74,959) -
8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361 Exchange differences on translation (1,514,522) (2) (570,370) (1)
8368 Gains (losses) on hedging instrument (Note (6)(c)) 223,483 1 326,829 1
8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, (6,217) - 38,148 -
components of other comprehensive income that will be reclassified to profit or loss (Note (6)(f))
8399 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or (31,370) - (71,454) -
loss (Note (6)(o))
Total components of other comprehensive income that will be reclassified to profit or loss (1,265,886) (1) (133,939) -
Other comprehensive income (net of tax) (1,086,037) (1) (208,898) -
8500 Total comprehensive income for the period $ 21,608,763 30 17,329,523 29
Profit attributable to:
8610 Owners of the Company $ 21,643,760 30 16,857,199 28
8620 Non‑controlling interests 1,051,040 1 681,222 1
$ 22,694,800 31 17,538,421 29
Comprehensive income attributable to:
8710 Owners of the Company $ 21,049,865 29 16,839,001 28
8720 Non‑controlling interests 558,898 1 490,522 1
$ 21,608,763 30 17,329,523 29
9750 Basic earnings per share (NT dollars) (Note (6)(q)) $ 14.80 11.62
The accompanying notes are an integral part of the consolidated financial statements.
144
CHAILEASE HOLDING COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2021 and 2020
(Amounts Expressed in Thousands of New Taiwan Dollars)
Equity Attributable to Owners of the Company
The accompanying notes are an integral part of the consolidated financial statements.
145
Chailease Holding Company Limited
CHAILEASE HOLDING COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2021 and 2020
(Amounts Expressed in Thousands of New Taiwan Dollars)
For the years ended December 31,
2021 2020
Cash flows from operating activities:
Profit before tax $ 34,654,391 24,665,494
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 5,171,853 4,404,909
Amortization expense 147,400 175,369
Expected credit loss 6,347,682 7,123,450
Net (gain) loss on financial assets or liabilities at fair value through profit or loss (62,430 ) 4,301
Interest expense 9,496,361 8,991,038
Interest income (53,240,589 ) (43,152,735 )
Dividend income (31,224 ) (47,268 )
Share of (gain) loss of associates and joint ventures accounted for using equity method (36,115 ) 28,527
Gain on disposal of property, plant and equipment (114,626 ) (135,394 )
Loss on disposal of foreclosed assets 142,161 193,424
Impairment loss on non‑financial assets 427,550 323,887
Effect of changes and subletting in lease contract (119 ) (529 )
Total adjustments to reconcile profit (31,752,096 ) (22,091,021 )
Changes in operating assets and liabilities:
Changes in operating assets:
Increase in financial assets at fair value through profit or loss, mandatorily measured at fair (506,286 ) (538,434 )
value
Increase in accounts receivable (89,314,774 ) (74,585,211 )
(Increase) decrease in other current financial assets (1,409,173 ) 3,316,424
Decrease (increase) in other current assets 1,517,948 (2,563,023 )
Proceeds from sales of operating lease assets and operating equipment 2,198,369 1,371,745
Purchase of operating lease assets and operating equipment (14,632,276 ) (14,803,213 )
Increase in other operating assets (9,717,974 ) (893,986 )
Total changes in operating assets (111,864,166 ) (88,695,698 )
Changes in operating liabilities:
(Decrease) increase in accounts and notes payable (502,263 ) 180,382
Increase in long term and short‑term debts 423,361,762 356,236,368
Repayment of long term and short‑term debts (326,582,863 ) (296,032,240 )
Increase in other current financial liabilities 6,601,444 9,348,849
Decrease in accrued pension liabilities (12,612 ) (9,617 )
Increase in other current liabilities 728,711 1,031,050
Increase (decrease) in other non‑current operating liabilities 839,682 (877,337 )
Total changes in operating liabilities 104,433,861 69,877,455
Total changes in operating assets and liabilities (7,430,305 ) (18,818,243 )
The accompanying notes are an integral part of the consolidated financial statements.
146
CHAILEASE HOLDING COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2021 and 2020
The accompanying notes are an integral part of the consolidated financial statements.
147
CHAILEASE HOLDING COMPANY LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on
its consolidated financial position and consolidated financial performance. The results thereof will be disclosed
when the Group completes its evaluation.
148
The Group does not expect the following other new and amended standards, which have yet to be endorsed by
the FSC, to have a significant impact on its consolidated financial statements:
● Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or
Joint Venture”
149
2. List of subsidiaries in the consolidated financial statements
Primary Shareholding Ratio
Investor Name of Subsidiary Business 2021.12.31 2020.12.31 Note
The Company Chailease International Investment 100.00% 100.00%
Company (Malaysia)
Limited
〞 Golden Bridge (B.V.I.) Investment 100.00% 100.00%
Corp.
〞 Chailease International Installment sales, leasing 100.00% 100.00%
Financial Services Co., overseas and financial
Ltd. consulting
〞 Chailease International Investment 100.00% 100.00%
Company (Hong Kong)
Limited
〞 Chailease International Leasing 100.00% 100.00%
Financial Services
(Liberia) Corp.
〞 Chailease International Leasing 100.00% 100.00%
Financial Services
(Labuan) Co., Ltd.
〞 Chailease International Leasing 100.00% 100.00%
Fortune Corp.
(Liberia)
〞 Chailease International Financing 100.00% 100.00%
Financial Services
(Singapore) Pte. Ltd.
Chailease International Chailease Bright Co., Ship leasing 100.00% - % The subsidiary
Financial Services (Liberia) Ltd. business was established
Corp. on August 4,
2021.
〞 Chailease Virtue Co., Ship leasing 100.00% - % The subsidiary
Ltd. business was established
on August 4,
2021.
〞 Chailease Cherish Co., Ship leasing 100.00% - % The subsidiary
Ltd. business was established
on August 4, 2021,
and was invested
on December 15,
2021.
Golden Bridge (B.V.I.) My Leasing (Mauritius) Investment 100.00% 100.00%
Corp. Corp.
My Leasing (Mauritius) Chailease International Leasing 97.89% 97.89%
Corp. Finance Corporation
My Leasing (Mauritius) Corp. Chailease Finance Leasing 100.00% 100.00%
and Chailease International International Corp.
Finance Corporation
Chailease International Finance Chailease International Trading 100.00% 100.00%
Corporation Corp.
〞 Jirong Real Estate Co., House property leasing and 100.00% 100.00%
Ltd. management
〞 Chailease International Factoring 100.00% 100.00%
Commercial Factoring
Corporation
〞 Chailease Factoring 100.00% - % The subsidiary
Commercial Factoring was established
Corporation on December 3,
2021.
150
Primary Shareholding Ratio
Investor Name of Subsidiary Business 2021.12.31 2020.12.31 Note
Chailease International Chailease International Consulting, aircraft leasing 100.00% 100.00%
151
Primary Shareholding Ratio
Investor Name of Subsidiary Business 2021.12.31 2020.12.31 Note
〞 Chailease International Leasing 100.00% 100.00%
Leasing Company
Limited (Vietnam)
〞 Chailease International Trading 100.00% 100.00%
Trading Company
Limited (Vietnam)
〞 Chailease Auto Rental Leasing 100.00% 100.00%
Co., Ltd.
〞 Chailease Insurance Personal and property 100.00% 100.00%
Brokers Co., Ltd. insurance brokers
〞 Chailease Cloud Service Software of cloud products, 100.00% 100.00%
Co., Ltd. leasing, and installment
sales
〞 Chailease Finance Special purpose - % - % The subsidiary was
Securitization Trust entity established on
2019 December 11, 2019.
(Note a)
〞 Yun Tang Inc. Solar power business 100.00% 100.00%
〞 Chailease Energy Solar power business 100.00% 100.00%
Integration Co., Ltd
〞 Chailease Power Solar power business 100.00% 100.00%
Technology Co., Ltd.
〞 Chung Cheng Energy Solar power business 100.00% 100.00%
Integration Co., Ltd.
〞 Ho Lien Energy Solar power business 100.00% 100.00%
Integration Co., Ltd.
〞 Tai Yuan Energy Solar power business 100.00% 100.00%
Integration Co., Ltd.
〞 Chung Ho Energy Solar power business 100.00% 100.00%
Integration Co., Ltd.
〞 Chung Yen Energy Solar power business 100.00% 100.00%
Integration Co., Ltd.
〞 TUNG FENG INC. Solar power business 100.00% 100.00%
〞 He To Energy Integration Solar power business 100.00% 100.00% The subsidiary
Co., Ltd. was established
on November 2,
2020.
Chailease Finance Co., Chung Yu Energy Solar power business 100.00% 100.00% The subsidiary
Ltd. Integration Co., Ltd. was established
on November 2,
2020.
〞 Jung Yu Energy Solar power business 100.00% 100.00% The subsidiary
Integration Co., Ltd. was established
on November 3,
2020.
〞 Chung Wei Energy Solar power business 100.00% 100.00% The subsidiary
Integration Co., Ltd. was established
on November 2,
2020.
〞 TUNG CHING ENERGY Solar power business 100.00% - % Chailease Finance
TECHNOLOGY INC. Co., Ltd. invested
this subsidiary
on February 18,
2021.
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Primary Shareholding Ratio
Investor Name of Subsidiary Business 2021.12.31 2020.12.31 Note
Chailease Power Technology CHU CHIANG SOLAR Solar power business 100.00% - % Chailease Power
153
Primary Shareholding Ratio
Investor Name of Subsidiary Business 2021.12.31 2020.12.31 Note
〞 Chailease Credit Services Installment sales and 100.00% 100.00%
Co., Ltd. leasing
The Company and Chailease Grand Pacific Holdings Financing leasing, real estate, 100.00% 100.00%
Finance Co., Ltd. Corp. and mortgage
Chailease Consumer Finance Chuang Ju Limited Installment sales and 100.00% 100.00%
Co., Ltd. and Chailease Credit Partnership leasing
Services Co., Ltd.
Chailease Specialty Finance Sing Chuang Limited Installment sales and 100.00% 100.00%
Co., Ltd. and Chailease Cloud Partnership leasing
Service Co., Ltd.
Grand Pacific Holdings Grand Pacific Financing Financing, leasing and 100.00% 100.00%
Corp. Corp. (California) financial consulting
〞 Grand Pacific Main Street Real estate 100.00% 100.00%
Development, Inc. development
Asia Sermkij Leasing Public Co., Bangkok Grand Pacific Leasing and financing 99.99% 99.99%
Ltd. Lease Public Company consulting
Limited
〞 SK Insurance Broker Co., Insurance brokers 100.00% 100.00%
Ltd.
Note a: For purposes of trading and investment, the Group set up a number of special purpose entities (SPE) in
which it does not have any direct or indirect shareholding.
These SPEs are consolidated if the substance of the Group’s relationship with the SPEs and the
assessment of their risks and rewards, disclosed that the Group has control over the SPEs. The control of
an SPE by the Group may exists if:
(i) the Group has power over the SPE;
(ii) the Group has exposure, or rights, to variable returns from its involvement with the SPE;
(iii) the Group has ability to use its power over to affect the amount of the SPE’s returns.
3.List of subsidiaries which are not included in the consolidated financial statements: None.
154
(d) Foreign Currencies
1. Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the
155
Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are
included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash
flows.
(g) Financial instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial
assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions
of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or
financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL),
transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant
financing component is initially measured at the transaction price.
1. Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at amortized cost; fair value through other
comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not
reclassified subsequent to their initial recognition unless the Group changes its business model for managing
financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting
period following the change in the business model.
1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not
designated as at FVTPL:
‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is
measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method,
adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are
recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
2) Fair value through other comprehensive income (FVOCI )
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as
at FVTPL:
‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and
selling financial assets; and
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to
present subsequent changes in the investment’s fair value in other comprehensive income. This election is
made on an instrument‑by‑instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the
effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss.
Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses
accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in
profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net
gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is
established.
3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL,
including derivative financial assets. Trade receivables that the Group intends to sell immediately or in
the near term are measured at FVTPL; however, they are included in the ‘trade receivables’ line item. On
initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements
to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an
accounting mismatch that would otherwise arise.
156
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend
income, are recognized in profit or loss.
4) Business model assessment
157
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECL, the Group considers reasonable and supportable information that
is relevant and available without undue cost or effort. This includes both quantitative and qualitative
information and analysis based on the Group’s historical experience and informed credit assessment as well as
forward‑looking information.
ECLs are a probability‑weighted estimate of credit losses. Credit losses are measured as the present value of all
cash shortfalls. (i.e. the difference between the cash flows due to the Group in accordance with the contract
and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the
financial asset.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt
securities at FVOCI are credit‑impaired. A financial asset is ‘credit‑impaired’ when one or more events that have
a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a
financial assets is credit‑impaired includes the following observable data:
‧ significant financial difficulty of the borrower or issuer;
‧ a breach of contract such as a default or delay of payments;
‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty,
having granted to the borrower a concession that the lender would not otherwise consider;
‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or
‧ the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount
of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in
other comprehensive income instead of reducing the carrying amount of the asset.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of
recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually
makes an assessment with respect to the timing and amount of write‑off based on whether there is a
reasonable expectation of recovery. The Group expects no significant recovery from the amount written off.
However, financial assets that are written off could still be subject to enforcement activities in order to comply
with the Group’s procedures for recovery of amounts due.
7) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially
all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither
transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the
financial asset.
The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet,
but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the
transferred assets are not derecognized.
2. Financial liabilities and equity instruments
1) Classification of debt or equity
Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance
with the substance of the contractual arrangements and the definitions of a financial liability and an equity
instrument.
2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the
direct cost of issuing.
3) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as
at FVTPL if it is classified as held‑for‑trading, it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest
expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method.
Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on
derecognition is also recognized in profit or loss.
158
4) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or
expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the
modified liability are substantially different, in which case a new financial liability based on the modified terms
159
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires,
is terminated or is exercised, then hedge accounting is discontinued prospectively. The discontinuation is
accounted for prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that
has been accumulated in other equity remains in equity until, for a hedge of a transaction resulting in the
recognition of a non‑financial item, it is included in the non‑financial item’s cost on its initial recognition or, for
other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected
future cash flows affect profit or loss. If the hedged future cash flows are no longer expected to occur, then the
amounts that have been accumulated in other equity are immediately reclassified to profit or loss.
3) Hedge of a net investment in a foreign operation
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or
loss on the foreign currency forward contracts relating to the effective portion of the hedge is recognized in
other comprehensive income and accumulated in ‘other equity ‑ gains (losses) on hedging instruments. The
gain or loss relating to the ineffective portion is recognized immediately in profit or loss.
Gains and losses on the hedging instrument accumulated in other equity are reclassified to profit or loss on
the disposal or partial disposal of the foreign operation.
(h) Investment in associates
Associates are those entities in which the Group has significant influence, but not control or joint control, over their
financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The
cost of the investment includes transaction costs. The carrying amount of the investment in associates includes
goodwill arising from the acquisition less any accumulated impairment losses.
The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive
income of those associates, after adjustments to align their accounting policies with those of the Group, from the
date on which significant influence commences until the date on which significant influence ceases. The Group
recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity
changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in
actual significant influence.
Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent
of unrelated Group’s interests in the associate.
When the Group’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues
recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are
provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate.
(i) Property, plant, and equipment
1. Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less
accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for
as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
2. Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the
expenditure will flow to the Group.
3. Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss
on a straight‑line basis over the estimated useful lives of each component of an item of property, plant and
equipment.
Land is not depreciated.
160
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
1) Buildings 20 years~60 years
2) Transportation equipment 3 years~6 years
161
2. As a lessor
When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or
an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers
to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying
asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of
this assessment, the Group considers certain indicators such as whether the lease is for the major part of the
economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub‑lease
separately. It assesses the lease classification of a sub‑lease with reference to the right‑of‑use asset arising from
the head lease. If a head lease is a short‑term lease to which the Group applies the exemption described above,
then it classifies the sub‑lease as an operating lease.
If an arrangement contains lease and non‑lease components, the Group applies IFRS15 to allocate the
consideration in the contract.
The Group recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial
direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net
investment. The interest income is recognized over the lease term based on a pattern reflecting a constant
periodic rate of return on the net investment in the lease. The Group recognizes lease payments received under
operating leases as income on a straight‑line basis over the lease term as part of ‘Rental revenue‑operating
leases’.
(k) Intangible assets
1. Recognition and measurement
Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.
Other intangible assets are acquired by the Group and have finite useful lives are measured at cost less
accumulated amortization and any accumulated impairment losses.
2. Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the
specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill
and brands, is recognized in profit or loss as incurred.
3. Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on
a straight‑line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that
they are available for use.
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if
appropriate.
(l) Impairment of non‑financial assets
At each reporting date, the Group reviews the carrying amounts of its non‑financial assets (other than deferred tax
assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from
a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of
the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value
in use is based on the estimated future cash flows, discounted to their present value using a pre‑tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any
goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro
rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only
to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortization, if no impairment loss had been recognized.
162
(m)Revenue
1. Sales revenue
Sales revenue is recognized when the control of the product has transferred, being when the products are
163
2. Defined benefit plans
The Group’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future
benefit that employees have earned in the current and prior periods, discounting that amount and deducting
the fair value of the plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected
unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited
to the present value of economic benefits available in the form of any future refunds from the plan or reductions
in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to
any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on
plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized
immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group
determines the net interest expense (income) on the net defined benefit liability (asset) for the period by
applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period
to the then‑net defined benefit liability (asset). Net interest expense and other expenses related to defined
benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that
relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group
recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(o) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations
or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in
profit or loss.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or
receivables are the best estimate of the tax amount expected to be paid or received, if any. It is measured using tax
rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
1. temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
2. temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent
that the Group is able to control the timing of the reversal of the temporary differences and it is probable that
they will not reverse in the foreseeable future; and
3. taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible
temporary differences to the extent that it is probable that future taxable profits will be available against which
they can be utilized. Deferred tax assets are reviewed at each reporting date, and are reduced to the extent
that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the
probability of future taxable profits improves.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they
reserve, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if the following criteria are met:
1. the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and
2. the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation
authority on either:
1) the same taxable entity; or
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize
the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax
liabilities or assets are expected to be settled or recovered.
164
(p) Business combination
The Company accounts for business combinations using the acquisition method. The goodwill arising from an
acquisition is measured as the excess of (i) the consideration transferred (which is generally measured at fair value)
and (ii) the amount of non‑controlling interest in the acquiree, both over the identifiable net assets acquired at the
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty
The preparation of the consolidated financial statements in conformity with the IFRSs endorsed by the FSC requires
management to make judgments, estimates, and assumptions that affect the application of the accounting policies
and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any
changes in accounting estimates during the period and the impact of those changes in accounting estimates in the
following period.
Information about judgments made in applying accounting policies that have the most significant effects on the
amounts recognized in the consolidated financial statements is as follows:
(a) Judgment regarding control of subsidiaries
Although the Company’s ownership was lower than 50% of the subsidiary’s outstanding shares, the subsidiary was
consolidated. This is because the other 50.01% ownership was dispersed and no evidence of joint policy making
agreement among those stockholders. Also, the low participation rate of other shareholders in past shareholders’
meetings indicates that the Company owns the actual power to control.
(b) Financial asset and liability classification
At initial recognition, financial assets and liabilities are categorized or designated depending on the following
circumstances:
(i) Financial assets are designated as fair value through profit or loss, if they meet the criteria for being classified
as assets as set out in accounting policy disclosure Note 4(g).
(ii) Financial assets are designated as fair value through other comprehensive income, if they met the criteria for
being classified as assets as set out in accounting policy disclosure Note 4(g).
(iii) Financial assets are designated as amortized cost, if they met the criteria for being as assets as set out in
accounting policy disclosure Note 4(g).
(c) Securitizations
In applying its accounting policies on securitized financial assets, the Group has evaluated both the extent of risks
and rewards on assets transferred to another entity and the extent of the Group’s control over the other entity:
165
(i) If the Group, in substance, controls the entity in which financial assets have been transferred, the entity is
included in these consolidated financial statements and the transferred assets are recognized in the Group’s
consolidated balance sheet.
(ii) If the Group has transferred financial assets to another entity, but has not transferred substantially all of the risk
and rewards relating to the transferred assets, the assets are recognized in the Group’s consolidated balance
sheet.
(iii) If the Group transfers substantially all the risk and rewards relating to the transferred assets to an entity that it
does not control, the assets are derecognized from the Group’s consolidated balance sheet.
Details of the Group’s securitization activities are discussed under the accounting policy disclosure Note 6(d).
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment within the next financial year is as follows:
(a) Impairment losses on loans and receivables
Impairment allowances on loans and receivables represent management’s best estimate of losses incurred in the
loan portfolios at the balance sheet date. Management is required to exercise judgment in making assumptions
and estimations when calculating loan and receivables impairment allowances on both individually and
collectively assessed loans and receivables.
The specific counterparty component of the total allowance for impairment applies to financial assets evaluated
individually for impairment and is based upon management’s best estimate of the present value of the estimated
future cash flows that are expected to be received. In estimating these cash flows, management makes judgments
on counterparty’s financial situation and the net realizable value of any underlying collateral. The Group recognizes
an impairment loss on the excess of carrying value over the recoverable amount of the estimated cash flows in
profit or loss.
All individually significant loans and receivables found not to be specifically impaired are then collectively assessed
for any impairment that has been incurred but not yet identified. Loans and receivables that are not individually
significant are collectively assessed for impairment by grouping together loans and receivables with similar risk
characteristics. The current methodology used for impairment assessment is subject to estimation of uncertainty,
because it is not practicable to identify losses individually due to the large number of insignificant loans in the
portfolio. In addition, the statistical analyses of historical information is supplemented with significant judgment
to assess whether current economic and credit conditions are such that the actual level of inherent losses is likely
to be greater or less than that suggested by historical experience. In normal circumstances, historical experience
provides the most objective and relevant information from which to assess inherent loss within each portfolio. In
certain circumstances, historical loss experience provides certain less relevant information about the inherent loss
in a given portfolio at the balance sheet date, for example, where there have been changes in economic, regulatory
or behavioral conditions such that the most recent trends in the portfolio risk factors are not fully reflected in the
statistical models of impairment assessment. In these circumstances, such factors are taken into account when
calculating the appropriate levels of impairment allowances, by adjusting the impairment allowances derived
solely from historical loss experience.
This key area of judgment is subject to uncertainty and is highly sensitive to factors such as loan portfolio growth,
product mix, unemployment rates, bankruptcy trends, geographic concentrations, economic conditions such
as national and local trends in housing markets, the level of interest rates, account management policies and
practices, changes in laws and regulations, and other factors that can affect customer payment patterns. Different
factors are applied in different regions and countries to reflect different economic and credit conditions and laws
and regulations. The assumptions underlying this judgment are highly subjective. The methodology and the
assumptions used in calculating impairment losses are reviewed regularly in the light of differences between loss
estimates and actual loss experience. For example, loss rates and the expected timing of future recoveries are
regularly benchmarked against actual outcomes to ensure they remain appropriate.
(b) Impairment losses on non‑financial assets
The Group reviews the carrying amounts of the assets at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, the asset’s recoverable amount or value in use is estimated.
Determining the value in use of non‑financial assets, which require the determination of future cash flows
expected to be generated from the continued use and ultimate disposition of such assets, require the Group to
make estimates and assumptions that can materially affect the financial statements. Any resulting impairment
losses could have a material adverse impact on the Group’s financial condition and results of operations.
The preparation of the estimated future cash flows involves significant judgment and estimations. While the
Group believes that the assumptions are appropriate and reasonable, significant changes in the assumptions may
materially affect the assessment of recoverable values and may lead to future impairment charges.
166
(c) Valuation Process
The Group’s accounting policies include measuring financial and non‑financial assets and liabilities at fair value
through profit or loss.
The Group’s interest risk and sensitivity analysis of financial assets and liabilities were disclosed in Note (6)(u).
(b) Financial instruments
1.The components of financial assets were as follows:
2021.12.31 2020.12.31
Financial assets designated at fair value through profit or loss
Mandatorily measured at fair value through profit or loss:
Securities of listed companies $ 6,885 194,363
Private equity 480 480
Non‑hedging derivatives 1,308,478 560,479
Convertible bonds 77,776 75,096
Convertible preferred stocks 18,536 19,025
Bond options 2,400 -
Sub‑total 1,414,555 849,443
Financial assets at fair value through other comprehensive income
Securities of listed companies 784,142 693,793
Emerging stock 9,530 4,261
Private equity 136,991 130,307
Sub‑total 930,663 828,361
Financial assets measured at amortized cost
Investment in debt securities 30,493,766 18,697,957
Financial assets for hedging 309,278 118,697
Total $ 33,148,262 20,494,458
167
1. Financial assets designated at fair value through profit or loss ‑ bond options
The Company issued the first domestic unsecured convertible bonds on December 16, 2021. The Company has
redeemable options accordance with the regulation for issuance of domestic unsecured convertible bonds,
please refer to Note (6)(l). The amount of gain or loss on remeasurement of fair value, please refer to Note (6)(t).
2. Investments in equity instruments measured at fair value through other comprehensive income
These investments in equity instruments are held for long‑term strategic purpose and therefore are accounted
for as financial assets at fair value through other comprehensive income.
3. Financial assets measured at amortized cost
The Group purchased debt securities issued by real estate asset trust. These debt securities have maturity dates
between 2021 and 2025, and bear effective annual interest rates ranging from 2.75%~7.50%.
4. Please refer to Note (6)(v) for information regarding credit risk and market risk.
(c) Derivative instruments used for hedging
As of December 31, 2021 and 2020, the Group held derivative instruments qualified for hedge accounting as
follows:
Cross currency swap contracts:
2021.12.31
Nominal Amount Currency Interest Rate Payable Interest Rate Receivable Contract Period
USD 9,600 USD to MYR 4.83% 90‑Day LIBOR+ 1.35% 2019.03.20~
MYR 39,168 2022.03.21
USD 16,000 USD to MYR 3.28% 90‑Day LIBOR+ 1.5% 2020.09.10~
MYR 66,688 2023.09.10
USD 10,000 USD to MYR 3.98% 90‑Day LIBOR+ 1.5% 2021.05.10~
MYR 41,095 2024.05.10
USD 30,000 USD to MYR 4.22% 90‑Day LIBOR+ 1.62% 2021.12.06~
MYR 127,020 2024.12.06
USD 50,000 USD to CNY 4.12% 90‑Day LIBOR+ 1.4% 2019.01.22~
CNY 338,250 2022.01.21
USD 50,000 USD to CNY 4.21% 90‑Day LIBOR+ 1.4% 2019.06.17~
CNY 345,500 2022.06.17
USD 50,000 USD to CNY 4.20% 90‑Day LIBOR+ 1.4% 2019.07.15~
CNY 344,375 2022.07.15
USD 50,000 USD to CNY 4.18% 90‑Day LIBOR+ 1.4% 2019.08.19~
CNY 352,650 2022.08.19
USD 50,000 USD to CNY 4.18% 90‑Day LIBOR+ 1.4% 2019.08.26~
CNY 352,650 2022.08.26
USD 60,000 USD to CNY 4.18% 90‑Day LIBOR+ 1.4% 2020.01.13~
CNY 418,200 2023.01.13
USD 60,000 USD to CNY 3.98% 90‑Day LIBOR+ 1.4% 2020.02.18~
CNY 418,800 2023.02.17
USD 60,000 USD to CNY 3.88% 90‑Day LIBOR+ 1.4% 2020.08.12~
CNY 417,900 2023.08.11
USD 60,000 USD to CNY 3.78% 90‑Day LIBOR+ 1.4% 2020.09.14~
CNY 414,300 2023.09.14
USD 60,000 USD to CNY 3.78% 90‑Day LIBOR+ 1.4% 2020.09.21~
CNY 413,400 2023.09.21
USD 33,000 USD to CNY 4.03% 90‑Day LIBOR+ 1.4% 2021.06.07~
CNY 210,540 2024.06.07
168
2021.12.31
Nominal Amount Currency Interest Rate Payable Interest Rate Receivable Contract Period
USD 33,000 USD to CNY 3.96% 90‑Day LIBOR+ 1.4% 2021.07.19~
169
Forward exchange contracts:
2021.12.31
Amount Currency Contract period
Forward exchange purchased USD 5,000 USD to VND 2021.03.22~2022.03.22
Forward exchange purchased USD 6,000 USD to VND 2021.06.10~2022.06.09
Forward exchange purchased USD 4,000 USD to VND 2021.06.11~2022.06.10
Forward exchange purchased USD 5,000 USD to VND 2021.06.14~2022.05.13
Forward exchange purchased USD 5,000 USD to VND 2021.07.05~2022.06.29
Forward exchange purchased USD 3,000 USD to VND 2021.07.06~2022.07.05
Forward exchange purchased USD 3,000 USD to VND 2021.07.07~2022.04.04
Forward exchange purchased USD 5,000 USD to VND 2021.07.12~2022.07.11
Forward exchange purchased USD 6,000 USD to VND 2021.07.14~2022.01.11
Forward exchange purchased USD 2,000 USD to VND 2021.10.15~2022.10.14
Forward exchange purchased USD 5,000 USD to VND 2021.10.22~2022.10.21
Forward exchange purchased USD 5,000 USD to VND 2021.11.12~2022.11.10
Forward exchange purchased USD 5,000 USD to VND 2021.12.10~2022.09.09
Forward exchange purchased USD 20,000 USD to VND 2021.12.17~2022.12.16
170
2020.12.31
Nominal Amount Currency Interest Rate Payable Interest Rate Receivable Contract Period
CNY 327,500 2023.10.22
171
For the years ended December 31,
Item 2021 2020
The fair value adjustment to other comprehensive income $ 61,959 (50,099 )
The Group uses the forward exchange contracts as its strategy to hedge its estimated foreign currency exposure
in respect of forecasted purchases over the following twelve months. The amounts related to the items
designated as hedging instruments at the reporting date were as follows:
Contract Maturity Average Hedge ineffectiveness
2021.12.31 Currency
amount period strike price recognized in profit or loss
Forward exchange purchased 2021.03.22~
USD 5,000 USD to VND 23,075 -
(USD loans) 2022.03.22
Forward exchange purchased 2021.06.10~
USD 6,000 USD to VND 22,940 -
(USD loans) 2022.06.09
Forward exchange purchased 2021.06.11~
USD 4,000 USD to VND 22,940 -
(USD loans) 2022.06.10
Forward exchange purchased 2021.06.14~
USD 5,000 USD to VND 22,940 -
(USD loans) 2022.05.13
Forward exchange purchased 2021.07.05~
USD 5,000 USD to VND 22,994 -
(USD loans) 2022.06.29
Forward exchange purchased 2021.07.06~
USD 3,000 USD to VND 23,015 -
(USD loans) 2022.07.05
Forward exchange purchased 2021.07.07~
USD 3,000 USD to VND 23,010 -
(USD loans) 2022.04.04
Forward exchange purchased 2021.07.12~
USD 5,000 USD to VND 23,000 -
(USD loans) 2022.07.11
Forward exchange purchased 2021.07.14~
USD 6,000 USD to VND 23,015 -
(USD loans) 2022.01.11
Forward exchange purchased 2021.10.15~
USD 2,000 USD to VND 22,756 -
(USD loans) 2022.10.14
Forward exchange purchased 2021.10.22~
USD 5,000 USD to VND 22,750 -
(USD loans) 2022.10.21
Forward exchange purchased 2021.11.12~
USD 5,000 USD to VND 22,642 -
(USD loans) 2022.11.10
Forward exchange purchased 2021.12.10~
USD 5,000 USD to VND 23,018 -
(USD loans) 2022.09.09
Forward exchange purchased 2021.12.17~
USD 20,000 USD to VND 22,950 -
(USD loans) 2022.12.16
172
The amounts at the reporting date related to the items designated as hedged items were as follows:
Cash flow hedge reserve
2021.12.31
(Continuing hedges)
2020.12.31
USD loans $ (1,999 )
The impact of the amounts related to hedging instruments on other comprehensive income was as follows:
For the years ended December 31,
2021 2020
Forward Forward
exchange purchased exchange purchased
(USD loans) (USD loans)
Amount reclassified from hedge reserve to profit or loss:
Amounts of hedging gains or losses recognized in other comprehensive income $ 3,158 (757 )
There were no effects of ineffectiveness recognized in profit or loss that arises from hedges of net investments in
foreign operation, Golden Bridge (B.V.I.) Corp., for the years ended December 31, 2021 and 2020.
173
(d) Accounts receivable, net
2021.12.31 2020.12.31
Current
Accounts receivable $ 47,579,740 38,200,736
Less: Allowance for impairment (911,921 ) (825,456 )
46,667,819 37,375,280
Installment sales receivable 122,374,515 104,004,087
Less: Unearned interests (14,365,904 ) (11,486,888 )
Allowance for impairment (3,056,705 ) (2,795,997 )
104,951,906 89,721,202
Leases receivable (included operating leases) 228,843,214 211,623,740
Less: Unearned revenue (27,778,367 ) (26,191,570 )
Allowance for impairment (4,816,766 ) (4,817,747 )
196,248,081 180,614,423
Loans receivable 81,223,446 69,194,739
Less: Allowance for impairment (1,535,533 ) (1,186,622 )
79,687,913 68,008,117
Sub‑total of current accounts 427,555,719 375,719,022
Non‑Current
Accounts receivable 29,392,707 21,458,701
Less: Allowance for impairment (405,173 ) (301,211 )
28,987,534 21,157,490
Installment sales receivable 69,975,993 59,445,199
Less: Unearned interests (8,198,913 ) (6,972,077 )
Allowance for impairment (1,542,170 ) (1,659,279 )
60,234,910 50,813,843
Leases receivable 13,371,370 11,170,057
Less: Unearned revenue (1,195,399 ) (1,076,883 )
Allowance for impairment (106,646) (88,591 )
12,069,325 10,004,583
Loans receivable 16,153,964 12,643,660
Less: Allowance for impairment (290,752 ) (472,663 )
15,863,212 12,170,997
Sub‑total of non‑current accounts 117,154,981 94,146,913
Total accounts receivable $ 544,710,700 469,865,935
174
1. The movements in the allowance for impairment with respect to accounts receivable during the period were as
follows:
For the years ended December 31,
2. Receivables arising from installment sales and capital leases transactions, which were partially pledged for the
repayment or collaterals of bank loans, were discussed further in Note (8).
3. A maturity analysis of capital lease payments, showing the undiscounted lease payments to be received after the
reporting date is as follows:
2021.12.31 2020.12.31
Less than one year $ 129,239,043 116,121,025
One to two years 74,554,061 74,003,429
Two to three years 31,363,106 25,892,968
Three to four years 4,427,265 4,686,402
Four to five years 1,283,274 1,334,055
More than five years 1,103,552 579,369
Gross investment in the leases 241,970,301 222,617,248
Unearned revenue (28,973,766) (27,268,453)
Present value of minimum leases receivable $ 212,996,535 195,348,795
4. The Group's installment sales receivable and related accounts were as follows:
Present value of
Gross investment Unearned
installment sales
in the installment sales interests
receivable
December 31, 2021
Within operating cycle $ 122,374,515 (14,365,904 ) 108,008,611
Beyond one operating cycle to 5 years 67,341,559 (7,963,060 ) 59,378,499
Beyond 5 years 2,634,434 (235,853 ) 2,398,581
$ 192,350,508 (22,564,817 ) 169,785,691
Present value of
Gross investment Unearned
installment sales
in the installment sales interest
receivable
December 31, 2020
Within operating cycle $ 104,004,087 (11,486,888) 92,517,199
Beyond one operating cycle to 5 years 56,962,087 (6,697,063) 50,265,024
Beyond 5 years 2,483,112 (275,014) 2,208,098
$ 163,449,286 (18,458,965) 144,990,321
175
5. 2016 Securitization
In 2016, the Group securitized its financial assets, consisting of conditional sales receivable, installment sales
receivable, fund loaning and capital leases receivable, with an aggregate carrying amount of $4,973,789. Such
securitization was made by way of offering the securities in the form of beneficiary certificates, with the Land
Bank of Taiwan as the Trustee. Accordingly, the Group received $4,093,200 in cash from issuing these beneficiary
certificates. Because the Group acquired all of the subordinated beneficiary certificates, the Group had control
over the SPEs. The SPEs are classified as "Investments accounted under equity method". The Group's downstream
transactions are eliminated by the difference between the following two amounts.
1) The amount received from disposal of financial assets.
2) Adjusted book value of disposed financial assets.
The SPEs trusts are included in the consolidated financial statements and recognized as liabilities for cash
obtained from issuing these beneficiary certificates.
On September 24, 2020, the special purpose trust, with the beneficiary certificate grades of twAAA and twA, has
been fully redeemed. As the process of its liquidation was completed on October 21, 2020, the Group received
the amount of $431,622 from the return of subordinated certificates resulting in the special purpose entity to be
dissolved, and the combination suspended.
On November 23, 2020, the Group signed a contract for the purpose of debts with special purpose trust entity,
and purchased the receivables from special purpose individuals for a total price of $540,391.
6. 2019 Securitization
In 2019, the Group securitized its financial assets, consisting of conditional sales receivable, installment sales
receivable, fund loaning and capital leases receivable, with an aggregate carrying amount of $5,330,149. Such
securitization was made by way of offering the securities in the form of beneficiary certificates, with the Land
Bank of Taiwan as the Trustee. Accordingly, the Group received $4,285,000 in cash from issuing these beneficiary
certificates. Because the Group acquired all of the subordinated beneficiary certificates, the Group had control
over the SPEs. The SPEs are classified as "Investments accounted under equity method". The Group's downstream
transactions are eliminated by the difference between the following two amounts.
1) The amount received from disposal of financial assets.
2) Adjusted book value of disposed financial assets.
The SPEs trusts are included in the consolidated financial statements and recognized as liabilities for cash
obtained from issuing these beneficiary certificates.
These beneficiary certificates are redeemable for the period from December 11, 2019 to December 11, 2026.
Specific terms and conditions of the beneficiary certificates are as follows:
Class of beneficiary Order of principal Issue amount Contract Payment
Issue price
certificates issued repayment /par value Interest rate frequency
twAAA 1st 3,840,000 3,840,000 1.30% Monthly
twA 2nd 445,000 445,000 1.70% Monthly
Subordinated 3rd 1,045,149 1,242,765 None Monthly
176
As of December 31, 2021 and 2020, foreclosed assets held by the Group were as follows:
2021.12.31 2020.12.31
Foreclosed assets $ 167,247 186,139
For the years ended December 31, 2021 and 2020, the Group recognized an impairment loss of $2,203 and $2,695,
and a disposal loss of $142,161 and $193,424, respectively, for foreclosed assets.
(f ) Investments accounted under equity method
1. The financial information of individually non‑significant equity method associates included in the consolidated
financial statements was as follows:
2021.12.31 2020.12.31
Investments in associates $ 1,759,104 1,807,241
177
(g) Property, plant and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Group as of and for the years
ended December 31, 2021 and 2020, were as follows:
Machinery and
Land and Transportation Leasehold
miscellaneous Total
buildings equipment improvements
equipment
Cost or deemed cost:
Balance at January 1, 2021 $ 2,924,521 15,280,472 35,651,937 254,951 54,111,881
Additions 579,365 7,686,732 7,061,976 58,676 15,386,749
Disposals (2,035 ) (3,544,323 ) (1,124,524 ) (7,650 ) (4,678,532 )
Effect of movements in exchange rate (28,347 ) (62,536 ) (29,972 ) (1,280 ) (122,135 )
Balance at December 31, 2021 $ 3,473,504 19,360,345 41,559,417 304,697 64,697,963
Balance at January 1, 2020 $ 2,901,960 12,977,026 26,888,279 235,263 43,002,528
Additions 14,297 5,446,586 9,498,693 23,289 14,982,865
Disposals (7,821 ) (3,071,150 ) (714,579 ) (6,846 ) (3,800,396 )
Effect of movements in exchange rate 16,085 (71,990 ) (20,456 ) 3,245 (73,116 )
Balance at December 31, 2020 $ 2,924,521 15,280,472 35,651,937 254,951 54,111,881
Depreciation and impairment losses:
Balance at January 1, 2021 $ 697,989 5,495,296 3,689,111 186,128 10,068,524
Depreciation 53,389 2,840,782 1,566,436 27,711 4,488,318
Impairment loss - 381,441 43,906 - 425,347
Disposals (67 ) (2,153,119 ) (309,760 ) (1,530 ) (2,464,476 )
Effect of movements in exchange rate (6,191 ) (31,718 ) (22,722 ) 212 (60,419 )
Balance at December 31, 2021 $ 745,120 6,532,682 4,966,971 212,521 12,457,294
Balance at January 1, 2020 $ 642,249 4,926,997 2,792,858 163,501 8,525,605
Depreciation 52,907 2,409,544 1,270,959 24,396 3,757,806
Impairment loss - 281,726 39,466 - 321,192
Disposals (70 ) (2,079,061 ) (379,697 ) (6,846 ) (2,465,674 )
Effect of movements in exchange rate 2,903 (43,910 ) (34,475 ) 5,077 (70,405 )
Balance at December 31, 2020 $ 697,989 5,495,296 3,689,111 186,128 10,068,524
Carrying amounts:
Balance at December 31, 2021 $ 2,728,384 12,827,663 36,592,446 92,176 52,240,669
Balance at December 31, 2020 $ 2,226,532 9,785,176 31,962,826 68,823 44,043,357
Balance at January 1, 2020 $ 2,259,711 8,050,029 24,095,421 71,762 34,476,923
Recognition and reversal of impairment losses were charged to the cost of rental revenue.
For the impairment test of its leasing asset, management estimated the recoverable amount based on its value
in use, which was determined by using the cost of capital 0.91%~2.18% and 1.01%~2.23% for the years ended
December 31, 2021 and 2020, respectively, to reflect the specific risk associated with its cash generating units.
Assets held for lease, which were partially pledged for the Group’s long‑term debts and short‑term debts, were
discussed further in Note (8).
178
(h) Right‑of‑use assets
The Group leases many assets including land and buildings and transportation equipment. Information for the
years ended December 31, 2021 and 2020, was as follows:
179
(i) Intangible assets
The costs of intangible assets and amortization of the Group as of and for the years ended December 31, 2021 and
2020, were as follows:
Goodwill Software Total
Cost:
Balance at January 1, 2021 $ 79,906 67,147 147,053
Additions 1,641 4,390 6,031
Effect of movements in exchange rate (2,852 ) (8,107 ) (10,959 )
Balance at December 31, 2021 $ 78,695 63,430 142,125
Balance at January 1, 2020 $ 60,761 61,361 122,122
Additions 19,406 8,620 28,026
Effect of movements in exchange rate (261 ) (2,834 ) (3,095 )
Balance at December 31, 2020 $ 79,906 67,147 147,053
Amortization and impairment losses:
Balance at January 1, 2021 $ 60 49,217 49,277
Amortization for the year - 4,193 4,193
Effect of movements in exchange rate - (5,190 ) (5,190 )
Balance at December 31, 2021 $ 60 48,220 48,280
Balance at January 1, 2020 $ 60 46,754 46,814
Amortization for the year - 4,477 4,477
Effect of movements in exchange rate - (2,014 ) (2,014 )
Balance at December 31, 2020 $ 60 49,217 49,277
Carrying amounts:
Balance at December 31, 2021 $ 78,635 15,210 93,845
Balance at December 31, 2020 $ 79,846 17,930 97,776
Balance at January 1, 2020 $ 60,701 14,607 75,308
For the years ended December 31, 2021 and 2020, the amortization of intangible assets amounted to $4,193 and
$4,477, respectively. This amortization was accounted for as operating expense of the consolidated statement of
comprehensive income.
(j) Short‑term notes and bills payable
The Group's short‑term notes and bills payable were as follows:
2021.12.31
Guarantee or Annual Interest
Amount
Acceptance Agency Rate
Commercial paper payables Bank 0.37%~1.14% $ 64,700,000
Bills Finance Company 0.37%~1.06% 25,790,000
Less: Discount on short‑term notes and bills payable (214,594 )
Total $ 90,275,406
2020.12.31
Guarantee or Annual Interest
Amount
Acceptance Agency Rate
Commercial paper payables Bank 0.42%~1.06% $ 57,600,000
Bills Finance Company 0.43%~1.19% 26,630,000
Less: Discount on short‑term notes and bills payable (231,293 )
Total $ 83,998,707
Please refer to Note (8) for the Group's short‑term notes and bills payable collateral.
180
(k) Long‑term and short‑term borrowings
The significant terms and conditions of long‑term borrowings and short‑term borrowings were as follows:
2021.12.31
181
2020.12.31
Annual Interest Years of
Currency Amount
Rate Maturity
Secured bank loans TWD 0.79%~1.20% 2023~2025 $ 525,000
〞 USD 1.10%~3.75% 2021~2023 2,113,164
〞 THB 1.31%~3.30% 2021~2023 9,330,606
〞 CNY 3.39%~6.17% 2021~2029 52,466,869
〞 VND 1.50%~3.40% 2021 6,800,748
〞 MYR 3.00%~4.00% 2022 2,716,000
Unsecured bank loans TWD 0.71%~2.11% 2021~2027 111,179,776
〞 USD 0.84%~5.50% 2021~2023 42,425,343
〞 THB 1.33%~3.25% 2021~2023 18,385,017
〞 CNY 3.60%~5.94% 2021~2023 12,875,804
〞 EUR 0.65%~1.30% 2021~2023 3,186,807
〞 JPY 0.70%~1.37% 2021~2023 5,588,139
〞 HKD 1.70%~2.05% 2022 3,696,110
〞 SGD 1.41%~1.60% 2021 172,479
〞 MYR 3.15%~3.75% 2021 4,617,200
〞 PHP 3.20%~6.00% 2021~2022 378,035
〞 KHR 4.00%~7.00% 2021 157,353
Unsecured other loans THB 2.20%~2.30% 2021 1,483,703
Notes payable from securitization TWD 1.30%~1.70% 2021~2026 4,285,000
〞 CNY 4.30%~4.60% 2021~2022 6,149,751
Total $ 288,532,904
Current $ 203,735,551
Non‑current 84,797,353
Total $ 288,532,904
For information on the Group’s interest risk, currency risk, and liquidity risk, please refer to Note (6)(u). For
information on the debts of related parties, please refer to Note (7).
1. Securities for bank loans
Certain assets of the Group which were pledged for the repayment of aforementioned loans were disclosed in
Note (8).
2. Financial covenants of significant loans and borrowings
1) The Company, entered into a syndicated credit agreement with financial institutions, under which, this
subsidiary shall maintain certain financial ratios on balance sheet date. (i.e. equity ratio, interest coverage
ratio, tangible net worth, etc.) Otherwise, the loans are due and payable immediately.
2) A subsidiary, Chailease Finance Co., Ltd., entered into several syndicated credit agreements with financial
institutions, under which, this subsidiary shall maintain certain financial ratios on balance sheet date. (i.e.
equity ratio, interest coverage ratio, tangible net worth, self‑owned asset ratio, etc.) Otherwise, the loans are
due and payable immediately.
3) A subsidiary, Asia Sermkij Leasing Public Co., Ltd., likewise entered into several credit loan agreements with
financial institutions, under which, this subsidiary shall maintain certain financial ratios on balance sheet date.
(i.e. liabilities to equity ratio, etc.) Otherwise, the loans are due and payable immediately.
4) A subsidiary, Grand Pacific Financing Corp. (California), entered into a syndicated credit agreement with
financial institutions, under which, this subsidiary shall maintain certain financial ratios on balance sheet date.
(i.e. interest coverage ratio, tangible net worth, etc.) Otherwise, the loan is due and payable immediately.
182
5) A subsidiary, Fina Finance & Trading Co., Ltd., entered into several syndicated credit loan agreements with
financial institutions, under which, this subsidiary shall maintain certain financial ratios on balance sheet date.
(i.e. equity ratio, tangible net worth, interest coverage ratio, self‑owned asset ratio, etc.) Otherwise, the loans
are due and payable immediately.
183
(l) Bonds payable
1. The details of unsecured corporate bonds were as follows:
2021.12.31
Annual Within Beyond
Principal
Period Interest Repayment Terms Operating Operating Collateral
Amount
Rate Cycle Cycle
2014.10.30~2024.10.30 2.300% 1,100,000 Payable in lump sum. Interest rate is - 1,100,000 None
fixed. Interest is payable annually.
2016.06.28~2023.06.28 1.250% 300,000 〞 300,000 - 〞
2017.05.17~2022.05.17 1.350% 1,700,000 〞 1,700,000 - 〞
2017.05.17~2024.05.17 1.700% 500,000 〞 - 500,000 〞
2017.11.09~2022.11.09 1.100% 1,000,000 〞 1,000,000 - 〞
2018.09.26~2023.09.26 0.980% 1,600,000 〞 1,600,000 -
〞
2018.09.26~2025.09.26 1.260% 700,000 〞 -
700,000 〞
2019.05.09~2024.05.09 0.980% 2,950,000 〞 -
2,950,000 〞
2019.05.09~2026.05.09 1.150% 500,000 〞 -
500,000 〞
2019.05.29~2024.05.29 0.980% 2,850,000 〞 -
2,850,000 〞
2020.04.22~2025.04.22 0.660% 3,500,000 〞 - 3,500,000 〞
2020.10.12~2027.10.12 0.730% 550,000 〞 - 550,000 〞
2020.10.12~2030.10.12 0.900% 700,000 〞 - 700,000 〞
2021.05.06~2026.05.06 0.750% 4,600,000 〞 - 4,600,000 〞
2021.06.25~2028.06.25 0.680% 3,100,000 〞 - 3,100,000 〞
2021.06.25~2031.06.25 0.850% 900,000 〞 - 900,000 〞
2021.06.25~2036.06.25 1.000% 200,000 〞 -
200,000 〞
2021.07.27~2026.07.27 0.700% 2,200,000 〞 -
2,200,000 〞
2021.10.18~2028.10.18 0.700% 1,550,000 〞 -
1,550,000 〞
2021.10.18~2031.10.18 0.850% 1,100,000 〞 -
1,100,000 〞
2019.07.26~2022.07.26 3.150% THB 500,000 Payable in lump sum. Interest 417,350 -
〞
rate is fixed. Interest is payable
semi‑annually.
2019.08.16~2022.08.16 3.150% THB 200,000 Payable in lump sum. Interest 166,940 - None
rate is fixed. Interest is payable
semi‑annually.
2020.08.28~2022.08.28 3.250% THB 721,500 〞 602,236 -
〞
2020.08.28~2023.11.28 3.750% THB 602,500 〞 - 502,907 〞
2020.12.18~2025.12.18 3.250% THB 416,000 〞 347,235 -
〞
2021.04.07~2023.04.21 2.700% THB 317,000 〞 - 264,600 〞
2021.06.18~2024.06.18 2.900% THB 2,200,000 〞 - 1,836,340 〞
2021.08.27~2024.08.27 2.880% THB 500,000 〞 - 417,350 〞
2021.08.30~2023.08.30 2.520% THB 500,000 〞 - 417,350 〞
2021.10.07~2023.10.07 2.500% THB 500,000 〞 -
417,350 〞
2021.10.07~2024.10.07 2.850% THB 1,500,000 〞 - 1,252,050 〞
2021.11.23~2023.11.23 2.500% THB 650,000 〞 -
542,555 〞
2019.02.28~2022.01.31 3.20% THB 100,000 Payable in lump sum. Interest rate is 83,470 -
〞
fixed. Interest is payable quarterly.
2019.05.17~2022.05.17 3.150% THB 200,000 〞 166,940 -
〞
2019.06.19~2022.06.30 3.150% THB 270,000 〞 225,369 -
〞
2019.08.08~2022.08.08 3.150% THB 800,000 〞 667,760 -
〞
184
2021.12.31
Annual Within Beyond
Principal
Period Interest Repayment Terms Operating Operating Collateral
Amount
Rate Cycle Cycle
185
2020.12.31
Annual Within Beyond
Principal
Period Interest Repayment Terms Operating Operating Collateral
Amount
Rate Cycle Cycle
2014.10.30~2021.10.30 2.050% 900,000 Payable in lump sum. Interest rate is 900,000 -
None
fixed.
Interest is payable annually.
2014.10.30~2024.10.30 2.300% 1,100,000 〞 -
1,100,000 〞
2016.06.28~2021.06.28 1.000% 1,350,000 〞 1,350,000 -
〞
2016.06.28~2023.06.28 1.250% 300,000 〞 -
300,000 〞
2017.05.17~2022.05.17 1.350% 1,700,000 〞 1,700,000 -
〞
2017.05.17~2024.05.17 1.700% 500,000 〞 -
500,000 〞
2017.11.09~2022.11.09 1.100% 1,000,000 〞 1,000,000 -
〞
2018.09.26~2023.09.26 0.980% 1,600,000 〞 -
1,600,000 〞
2018.09.26~2025.09.26 1.260% 700,000 〞 -
700,000 〞
2019.05.09~2024.05.09 0.980% 2,950,000 〞 -
2,950,000 〞
2019.05.09~2026.05.09 1.150% 500,000 〞 -
500,000 〞
2019.05.29~2024.05.29 0.980% 2,850,000 〞 -
2,850,000 〞
2020.04.22~2025.04.22 0.660% 3,500,000 〞 -
3,500,000 〞
2020.10.12~2027.10.12 0.730% 550,000 〞 -
550,000 〞
2020.10.12~2030.10.12 0.900% 700,000 〞 -
700,000 〞
2019.07.26~2022.07.26 3.150% THB 500,000 Payable in lump sum. Interest - 477,800 〞
rate is fixed. Interest is payable
semi‑annually.
2019.08.16~2022.08.16 3.150% THB 200,000 〞 -
191,120 〞
2020.08.28~2023.11.28 3.750% THB 602,500 〞 -
575,749 〞
2020.08.28~2022.08.28 3.250% THB 721,500 〞 -
689,465 〞
2020.10.15~2021.11.09 2.400% THB 245,000 〞 234,122 -
〞
2020.11.13~2021.12.03 2.400% THB 100,000 〞 95,560 -
〞
2020.12.18~2022.12.18 3.250% THB 416,000 〞 -
397,530 〞
2018.02.15~2021.02.15 2.860% THB 1,000,000 Payable in lump sum. Interest rate is 955,600 -
None
fixed. Interest is payable quarterly.
2018.03.20~2021.03.25 2.860% THB 500,000 〞 477,800 -
〞
2019.01.30~2021.02.05 3.000% THB 290,000 〞 277,124 -
〞
2019.02.28~2022.01.31 3.200% THB 100,000 〞 - 95,560 〞
2019.05.17~2022.05.17 3.150% THB 200,000 〞 -
191,120 〞
2019.06.19~2022.06.30 3.150% THB 270,000 〞 -
258,012 〞
2019.07.12~2021.07.23 2.950% THB 200,000 〞 191,120 -
〞
2019.08.08~2022.08.08 3.150% THB 800,000 〞 -
764,480 〞
2020.02.17~2023.02.17 0% THB 600,000 Payable at par value. -
573,360 〞
2020.03.26~2023.03.26 0% THB 500,000 〞 -
477,800 〞
2020.10.22~2023.10.22 3.750% USD 300,000 Payable in lump sum. Interest 8,592,007 - 〞
rate is fixed. Interest is payable
semi‑annually.
Bonds payable (Gross) 15,773,333 19,941,996
Discounts on bonds (231 ) (69,998 )
payable
$ 15,773,102 19,871,998
186
2. The details of unsecured convertible bonds was as follows:
2021.12.31
Total convertible corporate bonds issued $ 6,000,000
2021
Embedded derivative ‑ gain on remeasurement of call option at fair value $ 600
Interest expense $ 1,754
On December 16, 2021, the Group issued 60 thousand units of 0% unsecured 3‑year convertible bonds, and the
bonds will be redeemed in cash at face value on the maturity date.
The conversion price was set at $299 at the time of issue. When the Group's common shares qualify for
conversion price adjustment in accordance with the terms of issue, such adjustments will be made based on a
formula in accordance with the terms of issue. There are no reset term for this bonds.
From the day after the third month of the issuance of the bonds to the 40th day prior to the expiration of the
issuance period, if the closing price of the Group's common shares listed on the Taiwan Stock Exchange exceeds
30% of the conversion price for 30 consecutive days, or if the remaining amount of bonds that have not been
redeemed, repurchased, resold, or converted, is less than 10% of the face value, then the Company could redeem
the bonds based on face value during the committed period.
(m)Lease liabilities
The Group's lease liabilities were as follows:
2021.12.31 2020.12.31
Current $ 1,308,272 949,959
Non‑current $ 3,754,831 3,272,489
The amounts recognized in the statement of cash flows for the Group were as follows:
For the years ended December 31,
2021 2020
Total cash outflow for leases $ 1,328,261 1,189,697
187
(n) Employee benefits
1. Defined benefit plans
The movement in the present value of the defined benefit obligations and fair value of plan assets was as
follows:
2021.12.31 2020.12.31
Present value of benefit obligations $ 1,859,032 1,944,324
Fair value of plan assets (953,937 ) (951,831 )
Net defined benefit liabilities $ 905,095 992,493
The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that
provides pensions for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a
retired employee to receive retirement benefits based on years of service and average monthly salary for the six
months prior to retirement.
1) Composition of plan assets
The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard
and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds,
Ministry of Labor. With regard to the utilization of the fund, minimum earnings shall be no less than the
earnings attainable from two year time deposits with interest rates offered by local banks.
The Group’s Bank of Taiwan labor pension reserve account balance amounted to $953,937 as of December 31,
2021. For information on the utilization of the labor pension fund assets including the asset allocation and
yield of the fund, please refer to the website of the Bureau of Labor Fund, Ministry of Labor.
2) Movements in present value of the defined benefit obligations
The movements in present value of defined benefit obligations for the Group were as follows:
For the years ended December 31,
2021 2020
Defined benefit obligations at January 1 $ 1,944,324 1,909,829
Adjustment at January 1 - (83 )
Current service costs and interest 63,482 73,366
Remeasurement on the net defined benefit liabilities (assets)
- Actuarial losses arising from changes in financial assumptions (55,619 ) 20,180
Benefits paid by the plan (71,855 ) (54,932 )
Exchange differences on translation of foreign plans (21,300 ) (4,036 )
Defined benefit obligations at December 31 $ 1,859,032 1,944,324
188
4) Expenses recognized in profit or loss
The expenses recognized in profit or loss of the Group were as follows:
For the years ended December 31,
5) Actuarial assumptions
The principal actuarial assumptions at the reporting date were as follows:
2021.12.31 2020.12.31
Discount rate 0.63%~2.57% 0.63%~1.70%
Future salary increases 3.00%~5.00% 3.00%~5.20%
The Group is expected allocation payment of $33,105 to the defined plans for the one‑year period after the
reporting date.
The weighted average duration of the defined benefit obligation is 12.59~19.64 years.
6) Sensitivity analysis
If the actuarial assumption had changed, the impact on the present value of the defined benefit obligation
shall be as follows:
Influences of defined benefit obligations
Increase 0.25% Decrease 0.25%
December 31, 2021
Discount rate (44,774 ) 43,788
Future salary increases 46,542 (42,423 )
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The
method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance
sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for the years
ended December 31, 2021 and 2020.
2. Defined contribution plans
The Group allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau
of the Labor Insurance in accordance with the provisions of the Labor Pension Act for Taiwan subsidiaries. Under
this defined contribution plan, the Group allocates a fixed amount to the Bureau of the Labor Insurance without
additional legal or constructive obligations. Grand Pacific Holding Corp. also allocates pension expense to the
labor pension personal account based on the employees' prior year wages at the specific allocating rate.
The Group’s pension costs under the defined contribution method were $329,639 and $230,042 for the years
ended December 31, 2021 and 2020, respectively. Payment was made to the Bureau of the Labor Insurance and
designated account.
189
(o) Income taxes
1.Income Tax Expense
The components of income tax expense for the years ended December 31, 2021 and 2020 were as follows:
For the years ended December 31,
2021 2020
Current tax expense
Current period $ 11,413,185 7,227,022
Adjustment for prior periods 34,380 8,961
11,447,565 7,235,983
Deferred tax expense 512,026 (108,910 )
Income tax expense from continuing operations $ 11,959,591 7,127,073
The components amount of income tax expense (profit) recognized in other comprehensive income for the
years ended December 31, 2021 and 2020 were as follows:
For the years ended December 31,
2021 2020
Items that will not be reclassified subsequently to profit or loss:
Remeasurement actuarial gains from defined benefit plans $ 13,193 845
The income tax calculated on pre‑tax financial income was reconciled to income tax expense (profit) for the
years ended December 31, 2021 and 2020 as follows:
For the years ended December 31,
2021 2020
Profit before income tax $ 34,654,391 24,665,494
Income tax calculated on pre‑tax financial income at a statutory tax rate applied by
subsidiaries $ 9,560,928 7,542,923
Tax‑exempt income (2,907 ) 3,773
Non‑deductible expenses 435,595 (468,031 )
Change in temporary differences 1,931,595 39,447
Under provision in prior periods 34,380 8,961
Income tax expense $ 11,959,591 7,127,073
190
2) Unrecognized Deferred Tax Assets
Deferred tax assets have not been recognized in respect of the following items:
2021.12.31 2020.12.31
As of December 31, 2021, the expiry years of those loss carry forward benefits were as follows:
Year of loss Unused amount Year of expiry
2010 $ 883,178 2030
2011 403,309 2031
2012 221,727 2032
2013 50,209 2023&2033
2014 16,306 2024&2034
2015 1,555 2025
2016 125 2026
2017 134 2027
2018 93 2028
2019 390 2029
2020 3,758 2030
2021 105,932 2031
191
Loss on
Defined Benefit
uncollectible Others Total
Plans
account
Deferred Tax Assets:
Balance at January 1, 2021 $ 199,560 3,254,679 667,586 4,121,825
Recognized in profit or loss 458 420,732 (110,903 ) 310,287
Recognized in other comprehensive income (13,193 ) - 31,307 18,114
Effect in exchange rate (4,491 ) (66,883 ) (1,420 ) (72,794 )
Balance at December 31, 2021 $ 182,334 3,608,528 586,570 4,377,432
Balance at January 1, 2020 $ 204,482 2,682,254 542,209 3,428,945
Recognized in profit or loss (2,601 ) 552,136 63,632 613,167
Recognized in other comprehensive income (845 ) - 71,454 70,609
Effect in exchange rate (1,476 ) 20,289 (9,709) 9,104
Balance at December 31, 2020 $ 199,560 3,254,679 667,586 4,121,825
192
2) Issuance of preferred shares
The shareholders’ meeting has approved the amended Articles of Incorporation on rights and obligations
of preferred shares on May 27, 2020. The Board of Directors approved the details issuing Series A Preferred
Shares on July 29, 2020. The Company issued 150,000 thousand Series A Preferred Shares with a par value of
193
2. Capital surplus
The components of capital surplus were as follows:
2021.12.31 2020.12.31
Share capital $ 30,852,945 30,852,945
Changes in equity of associates and joint ventures accounted for using equity
method 44,455 30,396
Issuance of convertible bonds 149,771 -
Others 3,046 623
$ 31,050,217 30,883,964
3. Retained earnings
According to the Articles of Association, the Company is required to appropriate earnings every accounting
year. The after‑tax earnings are initially used to offset cumulative losses, and then a special reserve and preferred
dividends are appropriated from the remainder. If there are profits of each financial year after combining
accumulated undistributed earnings in the previous years and setting aside a certain amount of remaining
profits of such financial year as a reserve for development purposes as the Directors may from time to time
deem proper pursuant to Article 121, to the extent permitted by the Companies Law, at least 25% of such
Annual Profits of such financial year shall be distributed as dividends, of which at least 30% shall be paid in cash,
as proposed by the Board of Directors and subject to approval of the shareholders' meeting.
1) Special reserve
According to the requlations of the Financial Supervisory Commission, a special reserve equal to the
debit balance of unrealized loss on financial instruments in the stockholders’ equity, is appropriated from
unappropriated retained earnings. When appropriating a special reserve for the first time, it is initially
appropriated from current earnings and any deficiency is appropriated from the undistributed earnings of
prior years. For the second year and years thereafter, the increase or decrease in the balance of unrealized loss
on financial instruments in subsequent year, as shown in the statement of changes in stockholders’ equity, is
either subject to further appropriation for special reserve, or reversed to retained earnings.
2) Earnings distribution
The Company's 2020 earnings distribution proposal has reached the statutory resolution threshold through
the electronic voting on May 25, 2021, and the Company held the shareholders' meeting on July 16, 2021.
During the shareholders' meetings on July 16, 2021 and May 27, 2020, the shareholders resolved to distribute
the 2020 and 2019 earnings. These earnings were appropriated as follows:
2020 2019
Amount Amount
Total Total
per share per share
amount amount
(TWD$) (TWD$)
Dividends distributed to common shareholders
Cash $ 5.0 6,906,640 4.6 6,109,720
Shares 0.5 690,664 0.4 531,280
Total $
7,597,304 6,641,000
Dividends distributed to preferred shareholders
Series A preferred shares 181,151 -
The amount of dividends on the distribution of earnings for 2021 yet to be resolved by the Board of Directors
and approved during the shareholders' meeting.
The information on prior years' distribution of the Company’s earnings can be accessed from the Market
Observation Post System on the internet.
194
4. Non‑controlling interests (net of tax)
For the years ended December 31,
2021 2020
195
(s) Net other income and expenses
The components of net other income and expenses were as follows:
For the years ended December 31,
2021 2020
Net losses on disposal of foreclosed assets $ (142,161 ) (193,424 )
Net impairment losses on foreclosed assets (2,203 ) (2,695 )
Gain on doubtful debt recoveries 818,970 575,136
Effect of changes in lease contract - (93 )
Others 1,890 2
$ 676,496 378,926
196
Taiwan
For the year ended December 31, 2021
12‑month Lifetime ECL‑not Lifetime ECL‑ credit
Total
China
For the year ended December 31, 2021
12‑month Lifetime ECL‑not Lifetime ECL‑credit
Total
ECL credit impaired impaired
Balance at January 1, 2021 $ 3,127,305 13,215 1,629,608 4,770,128
Impairment loss (profit) recognized 838,318 (17,487 ) 1,047,990 1,868,821
Transfer to lifetime ECL‑not credit impaired (24,761 ) 24,761 -
-
Transfer to lifetime ECL‑ credit impaired (486,248 ) - 486,248 -
Bad debts written‑off -
- (1,724,714 ) (1,724,714 )
Others (183,281 ) 770 146,674 (35,837 )
Balance at December 31, 2021 $ 3,271,333 21,259 1,585,806 4,878,398
ASEAN
For the year ended December 31, 2021
12‑month Lifetime ECL‑not Lifetime ECL‑credit
Total
ECL credit impaired impaired
Balance at January 1, 2021 $ 363,194 713,674 1,463,045 2,539,913
Impairment loss (profit) recognized 719,698 (282,722 ) 835,645 1,272,621
Transfer to lifetime ECL‑not credit impaired (100,515 ) 100,515 -
-
Transfer to lifetime ECL‑ credit impaired (132,616 ) (27,075 ) 159,691 -
Bad debts written‑off (304 ) (859 ) (1,094,356 ) (1,095,519 )
Others (57,808 ) (40,267 ) (132,648 ) (230,723 )
Balance at December 31, 2021 $ 791,649 463,266 1,231,377 2,486,292
Others
For the year ended December 31, 2021
12‑month Lifetime ECL‑not Lifetime ECL‑credit
Total
ECL credit impaired impaired
Balance at January 1, 2021 $ - 130,196 - 130,196
Impairment profit recognized - (26,750 ) - (26,750 )
Transfer to lifetime ECL‑ credit impaired - (259 ) 259 -
Others - (2,123 ) (3 ) (2,126 )
Balance at December 31, 2021 $ - 101,064 256 101,320
197
Taiwan China ASEAN Others Total
December 31, 2020
Gross loans and receivables:
Neither past due nor impaired
12‑month ECL $ 222,805,558 175,149,747 39,880,801 1,888,582 439,724,688
Lifetime ECL - 453,667 22,186,760 2,660,001 25,300,428
Past due or monitored
Lifetime ECL 1,505,295 66,578 3,386,129 114,292 5,072,294
Impaired
Lifetime ECL 5,613,794 3,460,553 2,605,782 115,346 11,795,475
Gross carrying amounts $ 229,924,647 179,130,545 68,059,472 4,778,221 481,892,885
Allowance for losses 4,659,371 4,770,128 2,539,913 130,196 12,099,608
Carrying amount $ 225,265,276 174,360,417 65,519,559 4,648,025 469,793,277
Taiwan
For the year ended December 31, 2020
12‑month Lifetime ECL‑not Lifetime ECL‑ credit
Total
ECL credit impaired impaired
Balance at January 1, 2020 $ 1,752,730 42,829 2,271,108 4,066,667
Impairment loss recognized 597,958 15,263 2,235,365 2,848,586
Bad debts written‑off (12,952 ) - (2,217,235 ) (2,230,187 )
Others (10,894 ) (355 ) (14,446 ) (25,695 )
Balance at December 31,2020 $ 2,326,842 57,737 2,274,792 4,659,371
China
For the year ended December 31, 2020
12‑month Lifetime ECL‑not Lifetime ECL‑credit
Total
ECL credit impaired impaired
Balance at January 1, 2020 $ 2,391,670 7,418 1,332,791 3,731,879
Impairment loss (profit) recognized 2,042,231 (7,062 ) 937,812 2,972,981
Transfer to lifetime ECL‑not credit impaired (12,611 ) 12,611 -
-
Transfer to lifetime ECL‑ credit impaired (1,349,194 ) - 1,349,194 -
Bad debts written‑off -
- (2,018,482 ) (2,018,482 )
Others 55,209 248 28,293 83,750
Balance at December 31,2020 $ 3,127,305 13,215 1,629,608 4,770,128
ASEAN
For the year ended December 31, 2020
12‑month Lifetime ECL‑not Lifetime ECL‑credit
Total
ECL credit impaired impaired
Balance at January 1, 2020 $ 224,911 538,921 1,489,476 2,253,308
Impairment loss recognized 328,615 157,426 805,545 1,291,586
Transfer to lifetime ECL‑not credit impaired (90,952 ) 90,952 -
-
Transfer to lifetime ECL‑ credit impaired (88,189 ) (46,260 ) 134,449 -
Bad debts written‑off - (1,553 ) (886,475 ) (888,028 )
Others (11,191 ) (25,812 ) (79,950 ) (116,953 )
Balance at December 31,2020 $ 363,194 713,674 1,463,045 2,539,913
198
Others
For the year ended December 31, 2020
12‑month Lifetime ECL‑not Lifetime ECL‑credit
Total
2) Loans and receivables which were neither past due nor impaired
The credit quality of the portfolio classified as loans and receivables neither past due nor impaired is under the
circumstances that borrowers are with good credit rate and have no overdue records.
3) Loans and receivables which were past due or monitored
Loans and receivables that were past due or monitored, includes loans and receivables with renegotiated
terms. Loans with renegotiated terms are due to the borrower’s deteriorating financial position and where the
Group has made concessions that it would not otherwise consider. Such activities include extended payment
arrangements, approved external debt management plans, deferring foreclosure, modification, loan rewrites
and/or deferral of payments pending a change in circumstances.
When loans and receivables of contractual interest or principal payments are past due, the Group considers
that impairment loss has not been incurred, because the level of collateral available exceeds the amounts
owed to the Group, or the overdue repayments are considered temporary issues.
The following table sets forth the aging of loans and receivables past due:
2021.12.31 2020.12.31
Past due up to 30 days $ 912,574 453,012
Past due from 31 to 90 days 3,633,918 3,517,659
Past due from 91 to 180 days 19,399 227,740
Past due over 180 days 325,238 873,883
$ 4,891,129 5,072,294
199
2. Liquidity risks
The following are the contractual maturities of financial liabilities of the Group, including estimated interest
payments and excluding the impact of netting arrangements:
Carrying Contractual Less than 1 3 months to 1 More than 5
1 to 3 months 1 to 5 years On demand
amount cash flows month year years
December 31, 2021
Non‑derivative financial liabilities
Secured bank loans $ 64,357,890 66,648,154 4,055,289 7,706,905 28,953,299 25,796,682 135,979 -
Unsecured bank and other loans 279,729,842 286,969,594 27,874,513 22,530,046 66,922,815 163,811,407 4,595,296 1,235,517
Notes payable from securitization 9,139,941 9,235,250 724,413 1,336,992 2,946,330 4,227,515 -
-
Short‑term notes and bills payable 90,275,406 90,490,000 16,030,000 17,750,000 56,710,000 -
-
-
Bonds payables 55,437,038 58,525,266 102,057 115,259 6,496,971 43,535,904 8,275,075 -
Other payables 19,100,324 19,230,747 11,768,297 1,712,238 2,002,119 1,251,730 23,312 2,473,051
Deposits relating to collateral of
customers 60,708,819 60,780,736 396,074 1,031,751 9,784,197 47,704,720 70,427 1,793,567
Lease liabilities 5,063,103 5,769,764 62,388 115,243 483,580 1,283,700 3,803,934 20,919
Derivative financial liabilities
Financial liabilities for hedging 552,239 552,239 -
-
543,826 8,413 -
-
$ 584,364,602 598,201,750 61,013,031 52,298,434 174,843,137 287,620,071 16,904,023 5,523,054
December 31, 2020
Non‑derivative financial liabilities
Secured bank loans $ 73,952,387 77,014,876 3,239,499 7,549,279 35,001,195 30,991,526 185,594 47,783
Unsecured bank and other loans 204,145,766 210,085,482 22,516,647 20,347,098 36,372,271 126,707,400 3,855,365 286,701
Notes payable from securitization 10,434,751 10,822,774 729,702 1,400,490 2,327,865 2,036,603 4,328,114 -
Short‑term notes and bills payable 83,998,707 84,230,000 10,750,000 14,540,000 58,940,000 -
-
-
Bonds payables 35,645,100 38,304,512 53,512 1,845,300 3,483,574 31,126,846 1,795,280 -
Other payables 17,888,136 18,000,020 11,574,559 1,544,118 1,522,435 984,663 23,312 2,350,933
Deposits relating to collateral of
customers 54,646,385 54,662,814 700,116 880,634 9,225,422 42,426,547 137,805 1,292,290
Lease liabilities 4,222,448 4,901,831 55,656 108,659 476,653 1,156,903 3,103,960 -
Derivative financial liabilities
Financial liabilities for hedging 1,402,120 1,402,120 -
-
1,402,120 -
-
-
$ 486,335,800 499,424,429 49,619,691 48,215,578 148,751,535 235,430,488 13,429,430 3,977,707
The Group is not expecting that the cash flows included in the maturity analysis could occur significantly earlier
or at significantly different amounts.
200
3.Currency risks
1) Exposure to currency risks
The Group’s significant exposure to foreign currency risks was as follows:
201
2020.12.31
Foreign currency (In
Functional currency
thousands) Exchange rate
Financial assets
Monetary items
USD $ 9,532.54 USD : TWD 28.4800 271,487
67,471.63 USD : GBP 0.7321 1,921,592
3,736.29 USD : VND 25,658 106,410
JPY 1,004,867.42 JPY : USD 0.0097 277,645
EUR 136,227.74 EUR : USD 1.2296 4,770,695
CNY 25,986.11 CNY : USD 0.1537 113,741
KHR 45,530,593.42 KHR : USD 0.0070 320,571
SGD 7,788.76 SGD : USD 0.7570 167,926
Financial liabilities
Monetary items
USD 3,428.57 USD : VND 25,658 97,646
67,471.63 USD : GBP 0.7321 1,921,592
JPY 450,000.00 JPY : USD 0.0097 124,315
EUR 91,000.00 EUR : USD 1.2296 3,186,807
KHR 22,370,000.00 KHR : USD 0.0070 157,353
SGD 8,000.00 SGD : USD 0.7570 172,479
2) Sensitivity analysis
The Group’s exposure to foreign currency risk arises from foreign currency exchange fluctuations on cash and
cash equivalents, account receivables, and loans and borrowings. A 5% depreciation or appreciation of the
TWD against the USD and CNY on balance sheet date would have decreased or increased the net profit after
tax by $243,914 and $118,506, for the years ended December 31, 2021 and 2020, respectively. The analysis is
performed on the same basis for both years.
3) The foreign currency gain or loss on monetary items
Since the Group uses multiple functional currencies, the amounts for foreign currency gain or loss are
consolidated for presentation. For the years ended December 31, 2021 and 2020, the foreign currency (loss)
gain, including realized and unrealized, amounted to $(78,900) and $16,893, respectively.
202
4. Interest analysis
The Group’s financial assets and financial liabilities with interest rate exposure risk were as follows:
Fixed rate
Fixed rate
Ending balance as of Effective More than Non‑interest
Total Floating rate Within 1 year 1~5 years
December 31, 2020 interest rate 5 years bearing
Financial assets
Cash and cash equivalents 0.85% $ 32,796,805 25,336,088 5,956,408 -
-
1,504,309
Debt securities 5.07% 18,773,053 -
5,847,283 12,925,770 -
-
Non‑hedging derivatives 3.59% 560,479 -
560,479 -
-
-
Total accounts receivables 9.75% 482,013,501 46,367,696 215,733,285 210,212,808 2,330,916 7,368,796
Financial assets for hedging 2.64% 118,697 -
118,697 -
-
-
534,262,535 71,703,784 228,216,152 223,138,578 2,330,916 8,873,105
Financial liabilities
Secured bank loans 4.51% 73,952,387 62,679,534 3,841,430 7,431,423 -
-
Unsecured bank and other loans 2.25% 204,145,766 78,438,499 49,325,571 72,633,613 3,748,083 -
Short‑term notes and bills payable 0.74% 83,998,707 8,682,121 75,316,586 -
-
-
Bonds payables 2.13% 35,645,100 -
4,481,095 29,414,005 1,750,000 -
Financial liabilities for hedging 2.61% 1,402,120 -
1,402,120 -
-
-
Notes payable from securitization 3.36% 10,434,751 -
6,204,536 287,425 3,942,790 -
Deposits relating to collateral of customers 0.22% 54,646,385 -
3,768,964 7,198,493 89,867 43,589,061
Lease liabilities 1.40% 4,222,448 -
579,678 1,015,330 2,627,440 -
468,447,664 149,800,154 144,919,980 117,980,289 12,158,180 43,589,061
Net exposure $ 65,814,871 (78,096,370) 83,296,172 105,158,289 (9,827,264) (34,715,956)
203
The Group’s sensitivity analysis in interest rates is based on the risk exposure to interest rates on the derivative
and non‑derivative financial instruments on the reporting date. For variable rate instruments, the sensitivity
analysis assumes the variable rate liabilities are outstanding for the whole year on the reporting date. The
Group’s accounting and financial department reported that the increases or decreases in interest rates and the
change in interest rate of 25 basis points has been determined as management's benchmark in assessing the
reasonableness of the changes in the interest rates.
If the interest rate increases or decreases by 0.25%, the Group's profit will decrease or increase by $173,981 and
$180,428 for the years ended December 31, 2021 and 2020, respectively. This analysis assumes that all other
variables remain constant.
5. Sensitivity analysis - equity price risk:
If the equity price changes, the impact to other comprehensive income, using the sensitivity analysis based on
the same variables except for the price index for both periods, will be as follows:
For the years ended December 31,
2021 2020
After‑tax other After‑tax After‑tax other After‑tax
Equity price at reporting date
comprehensive income profit (loss) comprehensive income profit (loss)
Increase7% $ 65,543 92,109 58,249 52,873
Decrease7% $ (65,543 ) (92,109 ) (58,249 ) (52,873 )
204
6. Fair value information
1) The Categories and Fair Values of Financial Instruments
The fair value of financial assets and liabilities at fair value through profit or loss, derivative financial
205
December 31, 2020
Fair value
Book value Level 1 Level 2 Level 3 Total
Financial assets at fair value though profit or loss
Financial assets at fair value through profit or
loss, mandatorily measured at fair value $ 849,443 194,363 - 655,080 849,443
Financial assets for hedging 118,697 - 118,697 - 118,697
Financial assets at fair value through other
comprehensive income
Domestic and foreign market (OTC) equity
securities 698,054 693,793 4,261 - 698,054
Measure the fair value of unquoted equity
instruments 130,307 - - 130,307 130,307
Sub‑total 828,361 693,793 4,261 130,307 828,361
Financial assets at amortized cost 18,697,957 -
-
-
-
Loans and receivable
Cash and cash equivalents 32,796,805 -
-
-
-
Accounts receivable 469,865,935 -
-
-
-
Other financial assets 2,903,336 -
-
-
-
Refundable deposits 628,703 -
-
-
-
Restricted bank deposits 3,443,074 -
-
-
-
Sub‑total 509,637,853 -
-
-
-
Total $ 530,132,311 888,156 122,958 785,387 1,796,501
Financial liabilities for hedging $ 1,402,120 -
1,402,120 -
1,402,120
Measurement of financial liabilities at amortized
cost
Secured bank loans 73,952,387 -
-
-
-
Unsecured bank and other loans 204,145,766 -
-
-
-
Notes payable from securitization 10,434,751 -
-
-
-
Short‑term notes and bills payable 83,988,707 -
-
-
-
Bonds payables 35,645,100 -
-
-
-
Other payables 17,888,136 -
-
-
-
Deposits relating to collateral of customers 54,646,385 -
-
-
-
Lease liabilities 4,222,448 -
-
-
-
Sub‑total 484,923,680 -
-
-
-
Total $ 486,325,800 -
1,402,120 -
1,402,120
206
3) Valuation Techniques for Financial Instruments Measured at Fair Value
A. Non‑derivative Financial Instruments
If quoted prices in active markets are available, the prices are established as fair values. For the Group's
For the years ended December 31, 2021 and 2020, total gains and losses arising from the valuation of
investments under Level 3 of the fair value hierarchy that were included in “other gains and losses” and
“unrealized gains and losses from financial assets measured at fair value through other comprehensive” were
as follows:
For the years ended December 31,
2021 2020
Total gains and losses recognized:
In profit or loss, and presented in “other gains and losses” 50,494 12,614
In other comprehensive income, and presented in “unrealized gains (losses)
from investments in equity instruments measured at fair value through other
comprehensive income” 10,291 724
207
5) The Quantified Information for Significant Unobservable Inputs (Level 3) Used in Fair Value Measurement
The Group’s financial instruments that use Level 3 inputs to measure fair values include fair value through
other comprehensive income‑equity investments and financial assets at fair value through profit or loss.
Most of these financial instruments using Level 3 inputs to measure fair values have only one significant
unobservable input.
Quantified information of significant unobservable inputs was as follows:
The Relationship
Significant between Significant
Item
Valuation Technique Non‑observable Input Non‑observable Input
and Fair Value
Financial assets at fair Net Asset Value Method ‧Net Asset Value ‧Not applicable
value through other comprehensive income ‑ investments
in equity instruments without active market
Financial assets at fair value through profit or loss without Black‑Scholes Model ‧Stock Return Volatility ‧The higher stock
active market (As of December 31, return volatility, the
2021and December higher the fair value
31, 2020, Stock
Return Volatility was
at 2.20%~5.74%
and 2.93%~5.47%,
respectively)
" Discounted Cash Flow ‧Discount Rate (As of ‧The higher the
Method December 31, 2021 discount rate, the
and December 31, lower the fair value
2020, Discount Rate
was at 0.76%~4.75%
and 0.76%~4.30%,
respectively)
6) Fair value measurements in Level 3 ‑ sensitivity analysis of reasonably possible alternative assumptions
For fair value measurements in Level 3, changing one or more of the assumptions to reflect reasonably
possible alternative assumptions would have the following effects:
Impact or Fair Value Change
on Net income or loss
Unfavorable
Input Variation Favorable Change
Change
December 31, 2021
Financial asset at fair value through profit or loss
Financial instruments without active market Discount Rate 10% $ 84 (84 )
〞 Stock Return Volatility 10% -
-
December 31, 2020 Financial asset at fair value
through profit or loss
Financial instruments without active market Discount Rate 10% $ 129 (129 )
〞 Stock Return Volatility 10% -
-
The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety
of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of
changes in a single input, and it does not include the interrelationships with another input.
(v) Financial risk management
1.Overview
The Group has exposures to the following risks from its financial instruments:
1) credit risk
2) liquidity risk
3) market risk
208
The following likewise discusses the Group’s objectives, policies and processes for measuring and managing the
above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer
to the respective notes in the accompanying consolidated financial statements.
2. Risk management framework
209
The management of liquidity and funding is primarily carried out locally by the Group operating entities in
each country. The Group requires its operating entities to maintain strong liquidity positions and to manage
its liquidity profiles of their assets, liabilities and commitments with the objective of ensuring that their cash
flows are balanced appropriately and that all their anticipated obligations can be met when due. The Group
adapts its liquidity and funding risk management framework in response to changes in the mix of business that
it undertakes, and to changes in the nature of the markets in which it operates. The Group has continuously
monitored the impact of recent market events on the Group’s liquidity position and has changed behavioral
assumptions where justified. The liquidity and funding risk management framework will continue to evolve as
the Group assimilates knowledge from the recent market events.
The Group’s liquidity and funding management process includes:
1) projecting cash flows under various stress scenarios and considering the level of liquid assets comprising
mainly cash and cash equivalents
2) maintaining a diverse range of funding sources with back‑up facilities
3) managing the concentration and profile of debt maturities
4) maintaining liquidity and funding contingency plans. These plans identify early indicators of stress conditions
and describe actions to be taken in the event of difficulties arising from systemic or other crises, while
minimizing adverse long‑term implications for the business.
The Group does not have a funding contingency plan, but manage this risk by engaging in products that have
high liquidity and entering into transactions with counterparties that possess sufficient facility, information and
capability to conduct the transaction in the relevant market.
The Group uses a number of standard projected cash flow scenarios designed to model both Group‑specific
and market‑wide liquidity crisis, in which the rate and timing of receipts and drawdowns on committed lending
facilities are varied, and the ability to access funding and to generate funds from assets portfolios is restricted.
The appropriateness of the assumptions under each scenario is regularly reviewed. In addition to the Group’s
standard projected cash flow scenarios, individual entities are required to design their own scenarios tailored to
reflect specific local market conditions, products and funding bases. Limit for cumulative net cash flows under
stress scenarios are set for each operating entities. Cash flows limits reflect the local market conditions and the
diversity of funding sources available. Compliance with entity level limits is monitored centrally by the head
office in Taiwan.
5.Market risk
Market risk is the risk that changes in market prices, such as interest rate, equity prices, foreign exchange
rates and credit spreads will affect the Group’s income or the value of its holdings of financial instruments.
The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimizing the return on risk.
1) Management of market risk
The objective of the Group’s market risk management is to manage and control market risk exposures in order
to optimize return on risk while maintaining a market profile consistent with the Group’s status as a provider
of financial products and services.
2) Currency risk
The Group is exposed to currency risk through transactions in foreign currencies and through its investment
on foreign operations. The Group’s main operations are in Taiwan, PRC, and Thailand. The functional currencies
of these operations are the New Taiwan Dollars, Renminbi, and Thai Baht respectively.
The Group is not exposed to significant exchange risk since the Group finances a significant proportion of its
net investment in foreign operations with borrowings in the same currencies as the relevant measurement
currencies to mitigate its currency risk. Further, the Group’s subsidiaries in respective countries fund their
operations through local funding in the local currency and lend in the same currency in which they borrow
money, which creates a natural hedge. The Group have only small portion of assets and liabilities held in
currencies other than the relevant measurement currencies in the respective countries.
3) Interest rate risk
Interest rate risk represents exposure to adverse movements in interest rates. The Group’s operations are
subject to the risk of interest rate fluctuations to the extent that interest‑earning assets, including investment
securities, and interest‑bearing liabilities mature or reprice at different times or in different amounts.
Sensitivity to interest rate movements arise from mismatches in the repricing dates, cash flows and other
characteristics of the assets and their corresponding liability funding. As interest rates and yield curves change
over time, the size and nature of these mismatches may result in a loss or gain in earnings. In particular, most
210
of the Group’s financing obligations are on short‑term and floating rate basis, and any sudden increase in
market interest rate will result in a corresponding increase in the Group’s debt servicing obligations.
The Group has adopted a series of core indicators for interest rate risk management, standards for interest
rate sensitivity gap analysis and guidelines for its interest rate risk management. The analysis of the Group’s
As of December 31, 2021, according to the Company's management, there were no changes in the Group's
approach to capital management.
(x) Financing activities not affecting current cash flow
For the years ended December 31, 2021 and 2020, the Group’s investing and financing activities not affecting
current cash flow were as follows:
Reconciliation of liabilities arising from financing activities was as follows:
January 1, Cash Non‑cash December 31,
2021 flows adjustments 2021
Lease liabilities $ 4,222,448 (661,530 ) 1,502,185 5,063,103
Total liabilities from financing activities $ 4,222,448 (661,530 ) 1,502,185 5,063,103
211
(7) Related party transactions
(a) The Company is the ultimate controlling party of the Group.
(b) Names and relationship of related parties
The followings are entities that have had related parties transactions during the periods covered in the
consolidated financial statements.
Name of related parties Relationship with the Group
C&E Engine Leasing Limited Associates
Andre J.L. Koo Director
Grand Pacific Investment & Development Co., Ltd. Other related party
Chailease Construction & Development Corp. 〞
Chaico Investment Corporation 〞
Yellowstone Security Co., Ltd. 〞
Yellowstone Service Co., Ltd. 〞
Chailease Resources Technology Co., Ltd. 〞
CITC Enterprise (Thai) Co., Ltd. 〞
Yellowstone Interior Design Company Limited 〞
Global Hospitality Group Inc. 〞
Global Property Management Co., Ltd. 〞
Chailease Foundation 〞
Advance Rental Care Co., Ltd. 〞
Qin An Investment Consulting (Shanghai) Co., Ltd. 〞
Shanghai Jiasheng Decoration Engineering Co., Ltd. 〞
Yujia Investment Management Consulting (Shanghai) Co., Ltd. 〞
Anywhere 2 Go Company Limited 〞
Bangkok Bank Public Company Limited 〞
Bangkok Insurance Public Company Limited 〞
Sathorn City Tower Property Fund 〞
Chailease Enterprise Co., Ltd. 〞
Chun An Investment Co., Ltd. 〞
Chun An Technology Co., Ltd. 〞
Chaico Biomedical Co., Ltd. Other related party
Jen Chung Co., Ltd. 〞
Shenyang Putai Hemodialysis Center Co., Ltd. 〞
Qiqihar Zhongtai Nephrotic Hospital Co., Ltd. 〞
Tonghua Zhongyi Hemodialysis Co., Ltd. 〞
Les Terroirs de Chailease Co., Ltd. 〞
Ezfunds Securities Investment Consulting Enterprise Ltd. 〞
Li Cheng Investment Co., Ltd. 〞
Chailease Biofund Company Limited 〞
Ysolar Co.,Ltd 〞
Tine Chuan Intelligent Energy Co.,Ltd. 〞
Yu Heng Intelligent Energy Co.,Ltd. 〞
Kai Yang Intelligent Energy Co., Ltd. 〞
Yao Kuang Intelligent Energy Co., Ltd. 〞
Yiyang Green Power Co., Ltd. 〞
212
(c) Related‑party transactions
1. Operating revenue
Operating revenue of the Group from the related parties was as follows:
4. Asset transactions
The Group purchased leasehold improvements from other related parties amounting to $16,779 and $16,390 for
the years ended December 31, 2021 and 2020, respectively.
The Group purchased the shares of the subsidiary from the director of the Company for $18,527 for the year
ended December 31, 2020.
5. Related‑Party Financing
Financing to associates and related parties was as follows:
2021.12.31 2020.12.31
Associates $ 1,359,381 1,554,024
Other related parties 2,151,212 2,425
$ 3,510,593 1,556,449
The loans receivable from associates bear interest at rates ranging from 1.92% to 5.65%. As of December 31,
2021 and 2020, interest receivable from the loans receivable from associates amounted to $8,319 and $12,182,
respectively. For the years ended December 31, 2021 and 2020, interest revenue from the loans receivable from
associates amounted to $55,395 and $73,808, respectively.
The loans receivable from other related parties bear interest at rates ranging from 4.00% to 10.05%. As of
December 31, 2021 and 2020, interest receivable from the loans receivable from other related parties amounted
to $16,654 and $10, respectively. For the years ended December 31, 2021 and 2020, interest revenue from the
loans receivable from other related parties amounted to $71,522 and $586, respectively.
213
6. Interest bearing borrowings
Borrowings of the Group from related parties were as follows:
2021.12.31 2020.12.31
Other related parties $ 5,946,699 6,498,080
The borrowings from other related parties bear interest at rates ranging from 1.55% to 4.00%. As of December
31, 2021 and 2020, interest payable from the interest‑bearing borrowings from other related parties amounted
to $616 and $2,487, respectively. For the years ended December 31, 2021 and 2020, interest expense from the
interest‑bearing borrowing from other related parties amounted to $175,286 and $153,098, respectively.
7. Leases
1) The Group rented an office building from other related parties. Multiple lease contracts were signed with
lengths of three years, in which the rental fee was determined based on nearby office rental rates. The total
value of the contract was $76,630. For the years ended December 31, 2021 and 2020, the Group recognized
the amount of $1,428 and $1,189 as interest expense, respectively. As of December 31, 2021 and 2020, the
balance of lease liabilities amounted to $44,348 and $31,022, respectively.
2) For the years ended December 31, 2021 and 2020, rent expense is not included in rent liabilities that from
other related parties amounted to $1,577 and $5,875, respectively.
8. Others
1) As of December 31, 2021 and 2020 bank deposits in financial institutions which are other related parties of the
Group amounted to $338,786 and $393,111, respectively. For the years ended December 31, 2021 and 2020,
interest revenue from the deposits in other related parties amounted to $79 and $1,158, respectively.
2) The Group purchased debt securities‑real estate asset trust from its other related parties, with rates ranging
from 2.75% to 5.25% and the time to maturity is between 2022 and 2024. The investment balance from debt
securities amounted to $960,260 and $466,000 as of December 31, 2021 and 2020, respectively.
For the years ended December 31, 2021 and 2020, interest revenue from debt securities amounted to $20,589
and $6,930, respectively.
3) Other expense and profit with related parties:
For the years ended December 31,
Other related parties 2021 2020
Other operating costs and expenses $ 182,966 151,580
Other non‑operating income $ 5,504 4
214
(8) Pledged assets
The carrying values of pledged assets were as follows:
Pledged assets Object 2021.12.31 2020.12.31
Note: The Group issued discount coupons for car rental services and opened a trust account with Sunny Bank in
accordance with mandatory and prohibitory provisions of the standard contracts for coupons.
(12) Other
(a) Liquidity analysis of assets and liabilities:
2021.12.31
Expected to be Expected to be
collected or paid collected or paid Total
within 12 months after12 months
Current assets
Cash and cash equivalents $ 46,374,548 - 46,374,548
Current financial assets at fair value through profit or loss 1,393,619 - 1,393,619
Current financial assets at amortized cost 9,100,923 13,219,771 22,320,694
Current financial assets for hedging 7,381 - 7,381
Accounts receivable, net 267,940,539 159,615,180 427,555,719
Other current financial assets 7,043,371 165,733 7,209,104
Other current assets 6,928,821 - 6,928,821
$ 338,789,202 173,000,684 511,789,886
215
2021.12.31
Expected to be Expected to be
collected or paid collected or paid Total
within 12 months after12 months
Current liabilities
Short‑term borrowings $ 66,335,264 - 66,335,264
Short‑term notes and bills payable 90,275,406 - 90,275,406
Current financial liabilities for hedging 543,826 - 543,826
Accounts and notes payable 6,269,742 8,880 6,278,622
Current tax liabilities 7,712,732 - 7,712,732
Current lease liabilities 606,096 702,176 1,308,272
Other current financial liabilities 23,420,941 38,693,730 62,114,671
Long‑term liabilities, current portion 103,223,063 80,766,971 183,990,034
Other current liabilities 5,345,095 - 5,345,095
$ 303,732,165 120,171,757 423,903,922
2020.12.31
Expected to be Expected to be
collected or paid collected or paid Total
within 12 months after12 months
Current assets
Cash and cash equivalents $ 32,796,805 - 32,796,805
Current financial assets at fair value through profit or loss 821,296 - 821,296
Current financial assets at amortized cost 5,778,510 8,640,435 14,418,945
Current financial assets for hedging 118,697 - 118,697
Accounts receivable, net 237,616,698 138,102,324 375,719,022
Other current financial assets 5,448,266 76,634 5,524,900
Other current assets 8,584,757 - 8,584,757
$ 291,165,029 146,819,393 437,984,422
Current liabilities
Short‑term borrowings $ 56,025,737 - 56,025,737
Short‑term notes and bills payable 83,998,707 - 83,998,707
Current financial liability for hedging 1,402,120 - 1,402,120
Accounts and notes payable 6,826,884 - 6,826,884
Current tax liabilities 3,011,666 - 3,011,666
Current lease liabilities 579,678 370,281 949,959
Other current financial liabilities 20,350,773 35,378,299 55,729,072
Long‑term liabilities, current portion 73,593,539 89,889,377 163,482,916
Other current liabilities 4,640,995 - 4,640,995
$ 250,430,099 125,637,957 376,068,056
216
(b) The employee benefits, depreciation and amortization expenses categorized by nature were as follows:
By function For the year ended December 31, 2021 For the year ended December 31, 2020
Operating Operating Operating Operating
By item
217
Financing Financing
Counter‑ Maximum Amount Nature of Allowance Collateral limits for each company's
Financing Related Ending Interest Transaction Reasons for
No. party Account balance actually financing for bad borrowing total financing
company party balance rate amount financing
(Note 4) for the year drawn (Note 1) debt Item Value company amount limits
(Note 2) (Note 3)
1 Chailease Finance Summary of other Accounts receivable No 12,233,923 5,578,413 5,475,086 0.01%~19.91% 1 91,967,754 48,728 Bank Deposits/ 1,693,858 44,788,295 44,788,295
Co., Ltd. clients Stocks/
Properties
〞 〞 Summary of other Accounts receivable No 55,225,240 29,153,475 26,897,295 0.01%~19.91% 2 - Working Capital 470,400 Bank Deposits/ 5,610,282 5,598,537 55,985,369
clients Stocks/ Fund/
Beneficiary
certificate/
Equipment/
Properties
〞 〞 Chuang Ju Limited Accounts receivable Yes 1,000,000 -
- 0.01%~19.91% 2 - Working Capital - None - 13,996,342 55,985,369
Partnership
〞 〞 Tung Ching Energy Accounts receivable Yes 3,240 -
- 0.01%~19.91% 2 -
Working Capital - None - 13,996,342 55,985,369
Technology Inc.
〞 〞 Tien Sin Intelligent Accounts receivable Yes 32,000 -
- 0.01%~19.91% 2 -
Working Capital - None - 13,996,342 55,985,369
Green Energy Co.,
Ltd.
〞 〞 Tien Jen Energy Co., Accounts receivable Yes 15,000 -
- 0.01%~19.91% 2 -
Working Capital - None - 13,996,342 55,985,369
Ltd.
〞 〞 Tien Chu Energy Co., Accounts receivable Yes 98,000 -
- 0.01%~19.91% 2 -
Working Capital - None - 13,996,342 55,985,369
Ltd.
〞 〞 Tien Ying Energy Co., Accounts receivable Yes 150,000 -
- 0.01%~19.91% 2 -
Working Capital - None - 13,996,342 55,985,369
Ltd.
〞 〞 Tien Jui Energy Co., Accounts receivable Yes 213,000 -
- 0.01%~19.91% 2 -
Working Capital - None - 13,996,342 55,985,369
Ltd.
〞 〞 Tien Hsing Accounts receivable Yes 1,797,296 1,797,296 1,797,296 0.01%~19.91% 2 -
Working Capital 15,996 None - 13,996,342 55,985,369
Integration Co., Ltd
〞 〞 Chu Chiang Solar Accounts receivable Yes 31,000 31,000 31,000 0.01%~19.91% 2 -
Working Capital 276 None - 13,996,342 55,985,369
Energy Inc.
〞 〞 Ysolar Co., Ltd. Accounts receivable Yes 1,871,200 1,871,200 1,191,200 0.01%~19.91% 2 -
Working Capital 10,602 None - 13,996,342 55,985,369
〞 〞 Tien Chuan Accounts receivable Yes 186,000 186,000 186,000 0.01%~19.91% 2 -
Working Capital 1,655 None - 13,996,342 55,985,369
Intelligent Energy
Co., Ltd.
〞 〞 Yu Heng Intelligent Accounts receivable Yes 184,000 184,000 184,000 0.01%~19.91% 2 -
Working Capital 1,638 None - 13,996,342 55,985,369
Energy Co., Ltd.
〞 〞 Kai Yang Intelligent Accounts receivable Yes 123,000 123,000 123,000 0.01%~19.91% 2 -
Working Capital 1,095 None - 13,996,342 55,985,369
Energy Co., Ltd.
〞 〞 Yao Kuang Intelligent Accounts receivable Yes 110,000 110,000 110,000 0.01%~19.91% 2 -
Working Capital 979 None - 13,996,342 55,985,369
Energy Co., Ltd.
〞 〞 Yiyang Green Power Accounts receivable Yes 718,483 273,495 273,495 0.01%~19.91% 2 -
Working Capital 2,434 None - 13,996,342 55,985,369
Co., Ltd.
〞 〞 Chailease Accounts receivable Yes 83,000 83,000 83,000 0.01%~19.91% 1 932,000 739 None - 932,000 44,788,295
Construction and
Development
Company Co., Ltd.
2 Fina Finance & A Accounts receivable No 233,170 188,970 188,970 0.6382%~18.2288% 2 -
Working Capital 1,890 Properties 316,810 2,266,543 22,665,426
Trading Co., Ltd.
〞 〞 A‑1 Accounts receivable No 59,040 54,120 54,120 0.6382%~18.2288% 1 30,000 541 Properties 316,810 60,000 13,599,256
218
Financing Financing
Counter‑ Maximum Amount Nature of Allowance Collateral limits for each company's
Financing Related Ending Interest Transaction Reasons for
No. party Account balance actually financing for bad borrowing total financing
company party balance rate amount financing
(Note 4) for the year drawn (Note 1) debt Item Value company amount limits
219
Financing Financing
Counter‑ Maximum Amount Nature of Allowance Collateral limits for each company's
Financing Related Ending Interest Transaction Reasons for
No. party Account balance actually financing for bad borrowing total financing
company party balance rate amount financing
(Note 4) for the year drawn (Note 1) debt Item Value company amount limits
(Note 2) (Note 3)
4 Chailease Chailease Finance Receivables from Yes 1,303,200 -
- 3.85%~17.00% 2 -
Working Capital - None - 11,621,790 18,594,864
International Finance International Corp. related party
Corporation
〞 〞 JonRuei Finance Receivables from Yes 868,800 -
- 3.85%~17.00% 2 -
Working Capital - None - 11,621,790 18,594,864
Corporation. related party
〞 〞 Chailease Receivables from Yes 868,800 868,800 - 3.85%~17.00% 2 -
Working Capital - None - 11,621,790 18,594,864
International related party
Commercial
Factoring
Corporation
5 Chailease Specialty A Accounts receivable No 298,000 298,000 264,550 0.88%~13.08% 2 -
Working Capital 1,455 None - 667,002 2,668,007
Finance Co., Ltd.
220
Financing Financing
Counter‑ Maximum Amount Nature of Allowance Collateral limits for each company's
Financing Related Ending Interest Transaction Reasons for
No. party Account balance actually financing for bad borrowing total financing
company party balance rate amount financing
(Note 4) for the year drawn (Note 1) debt Item Value company amount limits
221
(6) Special purpose entities - The maximum fund loaning provided by Chailease Finance
Securitization Trust 2019 for necessary short‑term financing to an individual entity cannot exceed
$53,301, which is 1% of the securitized financial assets approved by the competent authority.
The maximum fund loaning for business relationship cannot exceed the trading amount of
Securitization Trust during the latest operating cycle.
(7) Subsidiary - The maximum fund loaning provided by Chailease International Corp. for individual
entity cannot exceed $213,418, which is 5% of the net worth. The maximum fund loaning cannot
exceed $1,067,089, which is 25% of the net worth to individual associate.
(8) Subsidiary - The maximum fund loaning provided by Chailease Finance International Corp.
for individual entity cannot exceed $293,678, which is 5% of the net worth. The maximum fund
loaning cannot exceed $1,468,391, which is 25% of the net worth to individual associate.
(9) Subsidiary - The maximum fund loaning provided by Chailease Auto Rental Co., Ltd. for necessary
short‑term financing to individual entity cannot exceed $169,381, which is 10% of the net worth.
The maximum fund loaning for business relationship cannot exceed the trading amount of
Chailease Auto Rental Co., Ltd. and other firms during the latest operating cycle.
(10) Subsidiary - The maximum fund loaning provided by Chailease International Commercial
Factoring Corporation for individual associate cannot exceed $89,276, which is 40% of the net
worth. The maximum fund loaning cannot exceed $11,160, which is 5% of the net worth to individual
entity.
Note 3: Limit on the amount for loaning fund
(0) The Company - The total amount of fund loaning provided by Chailease Holding Company
Limited cannot exceed $109,624,067, which is the net worth; the total amount of fund loaning for
short‑term financing cannot exceed $43,849,627, which is 40% of the net worth of the most recent
financial statement.
(1) Subsidiary - The total amount of fund loaning provided by Chailease Finance Co., Ltd. for
short‑term financing cannot exceed $55,985,369 which is the net worth of the most recent
financial statement. The total amount of fund loaning for business relationship cannot exceed
$44,788,295, which is 80% of the net worth.
(2) Subsidiary - The total amount of fund loaning provided by Fina Finance & Trading Co., Ltd.
for short‑term financing cannot exceed $22,665,426, which is the net worth of the most recent
financial statement. The total amount of fund loaning for business relationship cannot exceed
$13,599,256, which is 60% of the net worth.
(3) Subsidiary - The total amount of fund loaning provided by Chailease Consumer Finance Co.,
Ltd. for short‑term financing cannot exceed $6,735,159, which is the net worth of the most recent
financial statement. The total amount of fund loaning for business relationship cannot exceed
$4,041,095, which is 60% of the net worth.
(4) Subsidiary - The total amount of fund loaning provided by Chailease International Finance
Corporation cannot exceed $18,594,864, which is 40% of the net worth of the most recent financial
statement.
(5) Subsidiary - The total amount of fund loaning provided by Chailease Specialty Finance Co., Ltd.
for short‑term financing cannot exceed $2,668,007, which is 40% of the net worth of the most
recent financial statement. The total amount of fund loaning for business relationship cannot
exceed $5,336,013, which is 80% of the net worth.
(6) Special purpose entities - The total amount of fund loaning provided by Chailease Finance
Securitization Trust 2019 cannot exceed $1,045,149 which is the book value of the subordinated
debt securities; the total amount of fund loaning for short‑term financing cannot exceed $533,015,
which is 10% of the securitized financial assets approved by the competent authority. The total
amount of fund loaning for business relationship cannot exceed $512,134. Which is the book value
mentioned above minus 10% of the securitized financial assets.
(7) Subsidiary - The total amount of fund loaning provided by Chailease International Corp. cannot
exceed $1,707,343, which is 40% of the net worth of the most recent financial statement.
(8) Subsidiary - The total amount of fund loaning provided by Chailease Finance International Corp.
cannot exceed $2,349,426, which is 40% of the net worth of the most recent financial statement.
(9) Subsidiary - The total amount of fund loaning provided by Chailease Auto Rental Co., Ltd. for
short‑term financing cannot exceed $677,524, which is 40% of the net worth of the most recent
financial statement. The total amount of fund loaning for business relationship cannot exceed
$1,016,287, which is 60% of the net worth.
(10) Subsidiary - The total amount of fund loaning provided by Chailease International Commercial
Factoring Corporation cannot exceed $89,276, which is 40% of the net worth of the most recent
financial statement.
222
Note 4: Counterparties
(1) The Company - Chailease Holding Company Limited: There is 1 counterparty during the period.
(2) Subsidiary - Chailease Financial Co., Ltd.: There are 6,901 counterparties altogether during the
period, the above table only disclosed the related parties and the top 20 counterparties.
223
2. Guarantees and endorsements for other parties:
(Amounts Expressed in Thousands of New Taiwan Dollars)
224
Counter‑party Limitation on Amount of Ratio of accumulated
Maximum Guarantee
Endorsement/ endorsement/ Maximum Amount
endorsement/ endorsement/ Guarantee Guarantee
Nature of guarantee amount Ending endorsement provided to
No. guarantee balance for actually
guarantee guarantee to net equity provided by provided by a
Name relationship provided to each balance guarantee amount subsidiaries in
provider the year drawn
collateralized by per latest financial parent company subsidiary
allowance Mainland China
225
Note 2: If the financial statements included contingent loss, the amount stated shall be indicated.
Note 3: The maximum guarantees and endorsements cannot exceed five times of net worth of the Company.
The maximum guarantees and endorsements for individual counterparty cannot exceed 50% of net
worth of the Company. The amount of guarantees and endorsements for the subsidiaries in which
be hold more than 80% of its outstanding common shares cannot exceed twice of net worth of the
Company.
Note 4: Subsidiary - The total amount of guarantees and endorsements provided by Chailease Finance Co.,
Ltd.(CFC) cannot exceed five times of its net worth, and guarantees for a individual entity cannot
exceed 50% of its net worth. The amount of guarantees and endorsements for subsidiaries in which be
hold more than 80% of its outstanding common shares cannot exceed twice of its net worth; and if the
guarantees and endorsements are for business purpose, the amount cannot exceed the transaction
amount during the latest year. The total amount of guarantees and endorsements for the Company
holds directly or indirectly 100% of the investee cannot exceed the net worth of the Company, the
maximum guarantees and endorsements cannot exceed five times of net worth of CFC.
Note 5: Subsidiary - The total amount of guarantees and endorsements provided by Chailease Finance Co.,
Ltd. for Chailease International Financial Services Co., Ltd., Chailease International Financial Services
(Singapore) Pte. Ltd., Chailease Specialty Finance Co., Ltd., Chailease Auto Rental Co., Ltd., Chailease
Power Technology Co., Ltd., Chailease Energy Integration Co., Ltd., Yun Tang Inc., Tai Yuan Energy
Integration Co., Ltd., Chung Yen Energy Integration Co., Ltd., Tien Sin Intelligent Green Energy Co., Ltd.,
Tien Jen Energy Co., Ltd., Tien Chun Energy Co., Ltd., Tien Jui Energy Co., Ltd., and Tien Ying Energy Co.,
Ltd. is $22,305,958. The total amount has been adjusted.
Note 6: Subsidiary - The maximum guarantees and endorsements provided by Asia Sermkij Leasing
Public Company Limited cannot exceed five times of its net worth. The maximum of guarantees and
endorsements for individual counterparty cannot exceed twice of its net worth.
Note 7: Subsidiary - The maximum and the total amount of guarantees and endorsements provided by
Grand Pacific Holding Corp. cannot exceed five times of its capital.
Note 8: Subsidiary - The maximum guarantees and endorsements provided by Chailease International
Finance Corporation cannot exceed five times of net worth of the most recent financial statement.
The maximum guarantees and endorsements for individual counterparty cannot exceed 50% of its net
worth. The individual counterparty holding shares to the company are exceed 50% and the maximum
guarantees and endorsements cannot exceed twice of its net worth.
Note 9: Subsidiary ‑ The maximum guarantees and endorsements provided by Yun Tang Inc. cannot exceed
five times of its net worth. If the guarantees and endorsements are for subsidiaries in which be held
more than 80% of its shares by the company or for the parent company which holds 100% shares of
the company, the amount cannot exceed three times of its net worth.
Note 10: The total amount of guarantees and endorsements provided by the Company for Chailease
International Finance Corporation and Chailease International Corp. is CNY110,000 thousand
($477,840). The total amount has been disclosed in the balance of guarantees and endorsements for
Chailease International Corp.
Note 11: The total amount of guarantees and endorsements provided by the Company for Chailease
International Finance Corporation and Chailease Finance International Corp. is CNY100,000 thousand
($434,400). The total amount has been disclosed in the balance of guarantees and endorsements for
Chailease Finance International Corp.
Note 12: The total amount of guarantees and endorsements provided by the Company for Chailease Royal
Finance Pie. and Chailease Royal Leasing Pie. is USD183,000 thousand ($5,065,440). The total amount
has been adjusted.
226
3. Securities held at the end of the period (excluding investment in subsidiaries, associates and joint ventures):
(Amounts Expressed in Thousands of New Taiwan Dollars)
227
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
Chailease Finance Co., Ltd Yuanta Securities Co., Ltd.'s Convertible Bond Investee company accounted for under Current financial assets at fair - 6,013 - % 6,013 - %
the financial assets at fair value through value through profit or loss
profit or loss
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 6,049 - % 6,049 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,016 - % 2,016 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,419 - % 2,419 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 33,207 - % 33,207 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,013 - % 2,013 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 8,027 - % 8,027 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,007 - % 2,007 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 6,020 - % 6,020 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,007 - % 2,007 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,007 - % 2,007 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 17,402 - % 17,402 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 404 - % 404 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,018 - % 2,018 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,018 - % 2,018 - %
〞 Yuanta Securities Co., Ltd.'s Convertible 〞 〞 - 3,828 - % 3,828 - %
Bond
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 10,075 - % 10,075 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 5,037 - % 5,037 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 17,295 - % 17,295 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,816 - % 2,816 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 7,441 - % 7,441 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 1,006 - % 1,006 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 35,203 - % 35,203 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 15,087 - % 15,087 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,017 - % 2,017 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 11,092 - % 11,092 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 10,084 - % 10,084 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 4,034 - % 4,034 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 2,513 - % 2,513 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 12,161 - % 12,161 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 28,938 - % 28,938 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 1,802 - % 1,802 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 4,005 - % 4,005 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 4,005 - % 4,005 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 10,058 - % 10,058 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 19,123 - % 19,123 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 9,057 - % 9,057 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 8,057 - % 8,057 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 8,057 - % 8,057 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 10,038 - % 10,038 - %
〞 Yuanta Securities Co., Ltd.'s Convertible Bond 〞 〞 - 7,303 - % 7,303 - %
228
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
229
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
Chailease Finance Co., Ltd MasterLink Securities Corporation's Convertible Investee company accounted for under Current financial assets at fair - 3,018 - % 3,018 - %
Bond the financial assets at fair value through value through profit or loss
profit or loss
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 3,018 - % 3,018 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 5,031 - % 5,031 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 2,010 - % 2,010 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 40,390 - % 40,390 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 5,049 - % 5,049 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 609 - % 609 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 3,643 - % 3,643 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 7,793 - % 7,793 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 32,302 - % 32,302 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 40,343 - % 40,343 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 16,828 - % 16,828 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 2,317 - % 2,317 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 8,086 - % 8,086 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 10,075 - % 10,075 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 1,007 - % 1,007 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 16,621 - % 16,621 - %
Bond
〞 MasterLink Securities Corporation's Convertible 〞 〞 - 33,444 - % 33,444 - %
Bond
〞 Fubon Securities Co., Ltd. Convertible Bond 〞 〞 - 1,707 - % 1,707 - %
〞 SinoPac Securities Corporation's Convertible 〞 〞 - 15,078 - % 15,078 - %
Bond
〞 SinoPac Securities Corporation's Convertible 〞 〞 - 20,206 - % 20,206 - %
Bond
〞 SinoPac Securities Corporation's Convertible 〞 〞 - 5,043 - % 5,043 - %
Bond
〞 SinoPac Securities Corporation's Convertible 〞 〞 - 20,182 - % 20,182 - %
Bond
〞 SinoPac Securities Corporation's Convertible 〞 〞 - 10,109 - % 10,109 - %
Bond
〞 SinoPac Securities Corporation's Convertible 〞 〞 - 30,163 - % 30,163 - %
Bond
〞 KGI Securities Co. LTD.'s Convertible Bond 〞 〞 - 30,203 - % 30,203 - %
〞 KGI Securities Co. LTD.'s Convertible Bond 〞 〞 - 2,524 - % 2,524 - %
〞 KGI Securities Co. LTD.'s Convertible Bond 〞 〞 - 3,534 - % 3,534 - %
〞 KGI Securities Co. LTD.'s Convertible Bond 〞 〞 - 5,046 - % 5,046 - %
〞 KGI Securities Co. LTD.'s Convertible Bond 〞 〞 - 5,046 - % 5,046 - %
〞 KGI Securities Co. LTD.'s Convertible Bond 〞 〞 - 7,555 - % 7,555 - %
230
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
231
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
Chailease Finance Co., Ltd Global Glory Real Estate Management Co., Ltd.'s - Current financial assets at - 23,750 - % 23,750 - %
Beneficial Right of the Real Estate Trust amortized cost
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 27,100 - % 27,100 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 19,000 - % 19,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 20,500 - % 20,500 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 53,000 - % 53,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 136,200 - % 136,200 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 81,000 - % 81,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 86,700 - % 86,700 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 53,000 - % 53,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 84,000 - % 84,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 41,000 - % 41,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 14,000 - % 14,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 31,000 - % 31,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 24,539 - % 24,539 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 42,000 - % 42,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 15,600 - % 15,600 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 18,000 - % 18,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 280,000 - % 280,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 5,500 - % 5,500 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 24,000 - % 24,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 57,100 - % 57,100 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 40,500 - % 40,500 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 69,740 - % 69,740 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 61,010 - % 61,010 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 115,000 - % 115,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 15,100 - % 15,100 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 39,500 - % 39,500 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 3,000 - % 3,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 15,000 - % 15,000 - %
Beneficial Right of the Real Estate Trust
〞 Global Glory Real Estate Management Co., Ltd.'s - 〞 - 456,410 - % 456,410 - %
Beneficial Right of the Real Estate Trust
232
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
233
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
Chailease Finance Co., Ltd Chung Ho Real Estate Management Co., Ltd. - Current financial assets at - 50,000 - % 50,000 - %
amortized cost
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 25,000 - % 25,000 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 18,000 - % 18,000 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 89,100 - % 89,100 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 42,960 - % 42,960 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 40,780 - % 40,780 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 15,000 - % 15,000 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 857,000 - % 857,000 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 68,000 - % 68,000 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 104,000 - % 104,000 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 80,000 - % 80,000 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 96,000 - % 96,000 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 90,700 - % 90,700 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 53,500 - % 53,500 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 8,000 - % 8,000 - %
〞 Chung Ho Real Estate Management Co., Ltd. - 〞 - 19,000 - % 19,000 - %
〞 United Real Estate management Co., Ltd. - 〞 - 333,000 - % 333,000 - %
〞 United Real Estate management Co., Ltd. - 〞 - 149,000 - % 149,000 - %
〞 United Real Estate management Co., Ltd. - 〞 - 64,000 - % 64,000 - %
〞 United Real Estate management Co., Ltd. - 〞 - 12,080 - % 12,080 - %
〞 United Real Estate management Co., Ltd. - 〞 - 360,000 - % 360,000 - %
〞 United Real Estate management Co., Ltd. - 〞 - 30,000 - % 30,000 - %
〞 United Real Estate management Co., Ltd. - 〞 - 65,800 - % 65,800 - %
〞 United Real Estate management Co., Ltd. - 〞 - 615,740 - % 615,740 - %
〞 United Real Estate management Co., Ltd. - 〞 - 102,400 - % 102,400 - %
〞 United Real Estate management Co., Ltd. - 〞 - 73,700 - % 73,700 - %
〞 United Real Estate management Co., Ltd. - 〞 - 30,000 - % 30,000 - %
〞 Bank of Taipei Star's Beneficial Right of the Real - 〞 - 9,800 - % 9,800 - %
Estate Trust
〞 Bank of Taipei Star's Beneficial Right of the Real - 〞 - 147,725 - % 147,725 - %
Estate Trust
〞 Bank of Taipei Star's Beneficial Right of the Real - 〞 - 19,207 - % 19,207 - %
Estate Trust
〞 Bank of Taipei Star's Beneficial Right of the Real - 〞 - 4,450 - % 4,450 - %
Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 592,424 - % 592,424 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 74,162 - % 74,162 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 100,000 - % 100,000 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 28,000 - % 28,000 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 107,825 - % 107,825 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 60,600 - % 60,600 - %
Beneficial Right of the Real Estate Trust
234
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
235
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
Chailease Finance Co., Ltd Taiyi Real‑Estate management Co., Ltd.'s Beneficial - Current financial assets at - 158,800 - % 158,800 - %
Right of the Real Estate Trust amortized cost
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 144,640 - % 144,640 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 70,000 - % 70,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 41,336 - % 41,336 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 123,000 - % 123,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 60,918 - % 60,918 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 347,000 - % 347,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 169,000 - % 169,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 113,000 - % 113,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 84,550 - % 84,550 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 103,824 - % 103,824 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 141,135 - % 141,135 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 24,050 - % 24,050 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 147,550 - % 147,550 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 258,380 - % 258,380 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 186,000 - % 186,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 320,000 - % 320,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 723,952 - % 723,952 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 141,000 - % 141,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 182,000 - % 182,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 70,972 - % 70,972 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 32,000 - % 32,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 273,000 - % 273,000 - %
Right of the Real Estate Trust
〞 Bank of Shin Kong's Beneficial Right of the Real - 〞 - 28,036 - % 28,036 - %
Estate Trust
〞 Bank of Shin Kong's Beneficial Right of the Real - 〞 - 8,204 - % 8,204 - %
Estate Trust
〞 Bank of Shin Kong's Beneficial Right of the Real - 〞 - 123,540 - % 123,540 - %
Estate Trust
〞 Bank of Shin Kong's Beneficial Right of the Real - 〞 - 114,780 - % 114,780 - %
Estate Trust
〞 Bank of Shin Kong's Beneficial Right of the Real - 〞 - 33,920 - % 33,920 - %
Estate Trust
〞 HSIN BA BA Corporation Bond - 〞 - 70,000 - % 70,000 - %
〞 Ding‑Yue Development Corp. Bond - 〞 - 87,500 - % 87,500 - %
〞 Ding‑Yue Development Corp. Bond - 〞 - 87,500 - % 87,500 - %
236
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
237
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
Chailease Finance Co., Ltd Bank of Shin Kong's Beneficial Right of the Real - Non‑current financial assets at - 21,160 - % 21,160 - %
Estate Trust amortized cost
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 90,872 - % 90,872 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 36,000 - % 36,000 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 120,000 - % 120,000 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 50 - % 50 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 5,000 - % 5,000 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 105,450 - % 105,450 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 363,000 - % 363,000 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 19,780 - % 19,780 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 176,100 - % 176,100 - %
Beneficial Right of the Real Estate Trust
〞 Chaofu Real Estate management Co., Ltd.'s - 〞 - 15,000 - % 15,000 - %
Beneficial Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 39,000 - % 39,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 54,000 - % 54,000 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 400,415 - % 400,415 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 11,750 - % 11,750 - %
Right of the Real Estate Trust
〞 Taiyi Real‑Estate management Co., Ltd.'s Beneficial - 〞 - 95,090 - % 95,090 - %
Right of the Real Estate Trust
〞 HSIN BA BA Corporation Bond - 〞 - 930,000 - % 930,000 - %
〞 Ding‑Yue Development Corp. Bond - 〞 - 537,500 - % 537,500 - %
〞 Ding‑Yue Development Corp. Bond - 〞 - 537,500 - % 537,500 - %
〞 CTCI Corp. Investee at fair value Non‑current financial assets 770 28,644 0.10% 28,644 0.10%
at fair value through other
comprehensive income
〞 Chin Poon 〞 〞 380 13,946 0.10% 13,946 0.10%
〞 O‑Bank 〞 〞 92,694 741,552 3.06% 741,552 3.06%
〞 Subton Technology Co., Ltd. 〞 〞 288 9,530 0.10% 9,530 0.10%
〞 Kingmax Technology Inc. 〞 〞 3,537 21,043 4.73% 21,043 4.73%
〞 Spring House Entertainment Tech Inc. 〞 〞 688 10,603 4.67% 10,603 4.67%
〞 Everterminal Co., Ltd. 〞 〞 245 2,448 0.50% 2,448 0.50%
〞 Tekcon Electronics Corp. 〞 〞 137 1,145 0.52% 1,145 0.52%
〞 Ecomsoftware Inc. 〞 〞 130 2,772 2.60% 2,772 2.60%
〞 Crownpo Technology Inc.(former name:SMTEK 〞 〞 57 1,106 0.51% 1,106 0.51%
INC. )
〞 Book4u Co., Ltd. 〞 〞 9 - 0.19% - 0.19% (Note 2)
〞 Phoenix Innovation Technology Venture Capital 〞 〞 1,000 12,324 0.02% 12,324 2.34%
Corporation
Chailease Specialty Finance Co., Linkou amusement Co., Ltd.(Stock) 〞 〞 - 36,708 - % 36,708 - % Shareholding
Ltd. less than 1,000
shares
238
Ending balance Highest
percentage
Held company Name Marketable securities type and name Relationship with the company Financial statement account Shares/Units in Percentage of Fair value Note
Carrying value of ownership
(thousands) ownership (%) (Note 1) during the year
239
4. Aggregate purchases or sales of the same securities reaching NT$300 million or 20 percent of paid‑in capital or
more:
(Amounts Expressed in Thousands of New Taiwan Dollars)
Marketable Beginning Balance Acquisition Disposal Ending Balance
Financial Nature of
Company securities Counter‑party
statement account relationship Shares Shares Shares Gain (loss) Shares
name type and name (Note 1)
(Note 1) (In thousands) Amount (In thousands) Amount (In thousands) Amount Carrying value on disposal (In thousands) Amount
The Company Chailease International Company Investments Subsidiaries - - - - - - - - - -
(Malaysia) Limited accounted for using Subsidiaries
equity method
Chailease International Asia Sermkij Leasing Public 〞 〞 〞 - - - - - - - - - -
Company (Malaysia) Company Limited
Limited
〞 Chailease International Company 〞 〞 〞 - - - - - - - - - -
(UK) Limited
Chailease International Chailease Finance Co., 〞 〞 〞 - - - - - - - - - -
Company (UK) Limited Ltd.
Chailease Finance Co., Global Glory Real Estate Financial assets at ‑ ‑ - 613,450 - 189,540 - - 685,990 - - 117,000
Ltd. Management Co., Ltd.'s Beneficial amortized cost
Right of the Real Estate
Trust
〞 Global Glory Real Estate 〞 ‑ ‑ - 275,790 - 378,620 - - 198,000 - - 456,410
Management Co., Ltd.'s Beneficial
Right of the Real Estate
Trust
Chailease Finance Co., Chung Ho Real Estate Management Financial assets at ‑ ‑ - - - 516,260 - - - - - 516,260
Ltd. Co., Ltd. amortized cost
〞 Chung Ho Real Estate Management 〞 ‑ ‑ - - - 490,000 - - - - - 490,000
Co., Ltd.
〞 Chung Ho Real Estate Management 〞 ‑ ‑ - - - 1,205,170 - - 146,450 - - 1,058,720
Co., Ltd.
〞 Chung Ho Real Estate Management 〞 ‑ ‑ - 1,560,000 - 320,000 - - - - - 1,880,000
Co., Ltd.
〞 Chung Ho Real Estate Management 〞 ‑ ‑ - - - 720,000 - - - - - 720,000
Co., Ltd.
〞 Chung Ho Real Estate Management 〞 ‑ ‑ - - - 1,582,480 - - 725,480 - - 857,000
Co., Ltd.
〞 Chung Ho Real Estate Management 〞 ‑ ‑ - - - 669,000 - - - - - 669,000
Co., Ltd.
〞 United Real Estate Management 〞 ‑ ‑ - 796,412 - 601,328 - - 782,000 - - 615,740
Co., Ltd.'s Beneficial Right of the
Real Estate Trust
〞 Chaofu real estate management 〞 ‑ ‑ - - - 817,040 - - 224,616 - - 592,424
Co., Ltd.'s Beneficial Right of the
Real Estate Trust
〞 Chaofu real estate management 〞 ‑ ‑ - 612,910 - 246,590 - - 715,300 - - 144,200
Co., Ltd.'s Beneficial Right of the
Real Estate Trust
〞 Chaofu real estate management 〞 ‑ ‑ - - - 363,000 - - - - - 363,000
Co., Ltd.'s Beneficial Right of the
Real Estate Trust
〞 Taiyi Real‑Estate management Co., 〞 ‑ ‑ - - - 347,000 - - - - - 347,000
Ltd.'s Beneficial Right of the Real
Estate Trust
〞 Taiyi Real‑Estate management Co., 〞 ‑ ‑ - 663,000 - 130,800 - - 793,800 - - -
Ltd.'s Beneficial Right of the Real
Estate Trust
〞 Taiyi Real‑Estate management Co., 〞 ‑ ‑ - 141,135 - 400,415 - - - - - 541,550
Ltd.'s Beneficial Right of the Real
Estate Trust
〞 Taiyi Real‑Estate management Co., 〞 ‑ ‑ - - - 320,000 - - - - - 320,000
Ltd.'s Beneficial Right of the Real
Estate Trust
240
Marketable Beginning Balance Acquisition Disposal Ending Balance
Financial Nature of
Company securities Counter‑party
statement account relationship Shares Shares Shares Gain (loss) Shares
name type and name (Note 1)
(Note 1) (In thousands) Amount (In thousands) Amount (In thousands) Amount Carrying value on disposal (In thousands) Amount
241
5. Acquisition of real estate reaching NT$300 million or 20 percent of paid‑in capital or more:
(Amounts Expressed in Thousands of New Taiwan Dollars)
The details of previous transition if
Condition counterparty is related party
Name of Date of Nature of Reference for Purpose of Other
Company name Amount of Counter‑party
real estate transaction relationship Nature of Tramsition price desision acquirment covenant
payment Possessor Amount
relationship date
Chailease Finance Land 2021.11.09 580,000 Note Jin Lin Non‑related ‑ ‑ ‑ - Accordace with Expanding None
Co., Ltd. Construction party appraisement business
Co.,Ltd. report
6. Disposal of real estate reaching NT$300 million or 20 percent of paid‑in capital or more: None.
7. Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid‑in capital
or more: None.
8. Accounts receivable from related parties reaching NT$100 million or 20 percent of paid‑in capital or more:
(Amounts Expressed in Thousands of New Taiwan Dollars)
Chailease Finance Co., Ltd. Yu Heng Intelligent Energy Co., Ltd. Associates 186,133 - - - -
242
9. Trading in derivative instruments: Please reference to Note (6)(b).
10. Others: The business relationship between the parent and the subsidiaries and between each subsidiary, and
the circumstances and amounts of any significant transactions between them:
243
(b) Information on investees:
The information on investees of the Group for the year ended December 31, 2021 is as follows (excluding
information on investment in Mainland China):
Original investment amount Balance as of December 31, 2021 Highest
Net income Share of
Investor Investee percentage of
Location Main businesses and products December 31, December 31, Shares/Units Percentage Carrying (losses) of the profits/losses of Note
company company ownership
2021 2020 (In thousands) of ownership value during the year investee investee
The Company Chailease International Company Malaysia Investment 28,845,747 23,863,347 1,614,372 100.00% 60,159,677 100.00% 11,294,426 11,294,426
(Malaysia) Limited
〞 Chailease International Financial British Virgin Installment sales, leasing overseas and 2,684,960 2,684,960 97,000 100.00% 5,625,012 100.00% 338,070 338,070
Services Co., Ltd. Islands financial consulting
〞 Grand Pacific Holdings Corp. and U.S. Financing leasing, real estate, and 135,391 135,391 3,927 51.00% 1,145,035 51.00% 116,860 59,599
its subsidiaries mortgage
〞 Golden Bridge (B.V.I.) Corp. and its British Virgin Investment 16,065,736 16,065,736 506,150 100.00% 52,066,439 100.00% 11,559,074 11,559,074
subsidiaries Islands
〞 Chailease International Company Hong Kong Investment 473,328 238,048 17,100 100.00% 442,792 100.00% (34,245) (34,245)
(Hong Kong) Limited
〞 Chailease International Liberia Leasing 163,986 163,986 -
100.00% 123,724 100.00% 65,712 65,712 share holding
Financial Services (Liberia) less than 1,000
Corp. shares
〞 Chailease International Malaysia Leasing 6,514 6,514 30 100.00% 8,732 100.00% 7,329 7,329
Financial Services (Labuan) Co.,
Ltd.
〞 Chailease International Fortune Liberia Leasing 277 277 -
100.00% 11,031 100.00% 9,070 9,070 share holding
Corp (Liberia) less than 1,000
shares
〞 Chailease International Financial Singapore Financing 3,134,811 3,134,811 109,000 100.00% 3,899,435 100.00% 673,518 673,518
Services Co. (Singapore) Pte.
Ltd.
Chailease Asia Sermkij Leasing Thailand Installment sales of automobiles 744,292 430,088 62,699 11.88% 917,829 11.88% 1,058,828 125,720
International Public Co., Ltd. and its
Company subsidiaries
(Malaysia)
Limited
〞 Chailease International Company U.K. Consulting, aircraft leasing and 31,588,393 27,297,993 683,287 100.00% 55,764,918 100.00% 10,579,421 10,579,421
(UK) Limited investment
〞 Chailease Berjaya Credit Sdn. Bhd. Malaysia Installment sales 667,275 556,063 105,000 70.00% 1,424,391 70.00% 580,509 406,356
〞 Chailease Royal Leasing Plc. Cambodia Leasing 83,040 83,040 3,000 60.00% 267,170 60.00% 104,038 62,423
〞 Chailease Royal Finance Plc. Cambodia Financing 248,899 165,859 9,312 60.00% 320,204 60.00% 94,040 56,424
〞 Yellowstone Holding AG Swiss Investment 190,103 190,103 630,000 35.00% 104,638 35.00% (138,351) (48,424)
〞 Chailease Berjaya Finance Philippines Leasing and financing 219,473 219,473 410,000 63.08% 127,845 63.08% 28,175 17,773
Corporation
244
Original investment amount Balance as of December 31, 2021 Highest
Net income Share of
Investor Investee percentage of
Location Main businesses and products December 31, December 31, Shares/Units Percentage Carrying (losses) of the profits/losses of Note
company company ownership
2021 2020 (In thousands) of ownership value during the year investee investee
Chailease Chailease Finance Co., Ltd. Taiwan Installment sales, leasing and factoring 28,890,864 24,694,543 2,422,500 100.00% 55,985,369 100.00% 11,612,116 11,612,116
International
Company (UK)
Limited
〞 C&E Engine Leasing Limited Ireland Leasing 623,313 623,313 22,519 50.00% 634,088 50.00% 21,819 10,910
Chailease Fina Finance & Trading Co., Ltd. Taiwan Installment sales, trading and factoring 9,991,242 9,991,242 1,016,300 100.00% 22,699,716 100.00% 4,344,455 4,344,455
Finance Co., Ltd.
〞 Chailease Specialty Finance Co., Taiwan Installment sales 6,337,496 5,137,496 249,561 100.00% 6,650,654 100.00% 290,526 290,526
Ltd.
〞 Asia Sermkij Leasing Thailand Installment sales of automobiles 1,616,166 702,070 193,256 36.61% 2,828,240 36.61% 1,058,828 387,637
Public Co., Ltd. and its
subsidiaries
〞 Chailease Finance (B.V.I.) British Virgin Installment sales, leasing overseas and -
1,132,389 -
- % - 100.00% (15,486) (15,486)
Company, Ltd. Islands financial consulting
〞 Chailease International Vietnam Leasing 681,233 681,233 -
100.00% 2,106,912 100.00% 426,797 426,797
Leasing Company Limited
(Vietnam)
〞 Chailease Auto Rental Co., Ltd. Taiwan Leasing 1,352,227 1,352,227 155,983 100.00% 1,697,017 100.00% 106,649 106,649
〞 Chailease Insurance Brokers Co., Taiwan Personal and property insurance brokers 8,000 8,000 800 100.00% 82,452 100.00% 66,200 66,200
Ltd.
〞 Grand Pacific Holdings Corp. and U.S. Financing leasing, real estate, and 113,729 113,729 3,773 49.00% 1,100,131 49.00% 116,860 57,261
its subsidiaries mortgage
〞 Chailease Cloud Service Co., Ltd. Taiwan Software of cloud products, leasing and 25,000 10,000 2,500 100.00% 22,245 100.00% 1,211 1,211
installment sales
〞 Yun Tang Inc. Taiwan Solar power business 465,000 445,000 -
100.00% 568,941 100.00% 41,638 41,638
〞 Chailease Energy Integration Co., Taiwan Solar power business 50,000 50,000 5,000 100.00% 679,859 100.00% 578,030 578,030
Ltd.
〞 Chailease Power Technology Co., Taiwan Solar power business 770,000 250,000 77,000 100.00% 792,804 100.00% 20,653 20,653
Ltd.
〞 Chailease International Vietnam Trading 138,400 138,400 -
100.00% 248,627 100.00% 56,436 56,436
Trading Company Limited
(Vietnam)
〞 Chung Cheng Energy Integration Taiwan Solar power business 303,400 303,400 30,340 100.00% 303,374 100.00% 225 225
Co., Ltd.
〞 Ho Lien Energy Integration Co., Taiwan Solar power business 3,460,588 2,660,588 346,059 100.00% 3,451,744 100.00% (8,873) (8,873)
Ltd.
〞 Chailease Finance Securitization Taiwan Special purpose entity 1,045,149 1,045,149 -
- % 991,369 - % 303,682 303,682
Trust 2019
245
Original investment amount Balance as of December 31, 2021 Highest
Net income Share of
Investor Investee percentage of
Location Main businesses and products December 31, December 31, Shares/Units Percentage Carrying (losses) of the profits/losses of Note
company company ownership
2021 2020 (In thousands) of ownership value during the year investee investee
Chailease Tai Yuan Energy Intergration Co., Taiwan Solar power business 1,170,050 180,050 117,005 100.00% 1,165,731 100.00% (3,460) (3,460)
Finance Co., Ltd. Ltd.
〞 Chung Ho Energy Integration Co., Taiwan Solar power business 2,792,124 1,612,124 279,212 100.00% 2,751,503 100.00% (40,126) (40,126)
Ltd.
〞 Chung Yen Energy Integration Co., Taiwan Solar power business 775,400 302,900 77,540 100.00% 778,557 100.00% 3,593 3,593
Ltd.
〞 Tung Feng Inc. Taiwan Solar power business 34,010 34,010 -
100.00% 33,820 100.00% (69) (69)
〞 He To Energy Integration Co., Ltd. Taiwan Solar power business 500 500 50 100.00% 338 100.00% (85) (85)
〞 Chung Yu Energy Integration Co., Taiwan Solar power business 500 500 50 100.00% 338 100.00% (85) (85)
Ltd.
〞 Jung Yu Energy Integration Co., Taiwan Solar power business 2,282,208 500 228,221 100.00% 2,281,130 100.00% (1,001) (1,001)
Ltd.
〞 Chung Wei Energy Integration Co., Taiwan Solar power business 500 500 50 100.00% 338 100.00% (85) (85)
Ltd.
〞 Tung Ching Energy Technology Taiwan Solar power business 201,000 -
-
- % 199,671 100.00% (359) (359)
Inc.
Fina Finance & Chailease Consumer Finance Co., Taiwan Factoring, trading‑in, management, 4,152,436 4,152,436 345,304 100.00% 6,735,158 100.00% 1,105,317 1,105,317
Trading Co., Ltd. Ltd. and valuation on accounts
receivable; installment sales; financial
instrument
〞 Chailease Credit Services Co., Ltd. Taiwan Installment sales and leasing 10,101 10,101 1,000 100.00% 10,585 100.00% 427 427
Chailease Chuang Ju Limited Partnership Taiwan Installment sales and leasing 3,300,000 3,300,000 - 99.99% 3,918,683 99.99% 618,683 618,683 (Note 2)
Consumer
Finance Co.,Ltd.
Chailease Sing Chuang Limited Partnership Taiwan Installment sales and leasing 1,800,000 1,500,000 - 99.99% 1,994,257 99.99% 194,257 194,257 (Note 3)
Specialty
Finance Co., Ltd.
Chailease Credit Chuang Ju Limited Taiwan Installment sales and leasing 10 10 - 0.01% 10 0.01% -
-
(Note 2)
Services Co.,Ltd. Partnership
Chailease Cloud Sing Chuang Limited Taiwan Installment sales and leasing 10 10 - 0.01% 10 0.01% -
-
(Note 3)
Service Co., Ltd. Partnership
Chailease PT Chailease Indonesia Indonesia Financing 19,305 222,750 97,500 75.00% 242 75.00% (19,164) (14,373)
International Finance
Company (Hong
Kong) Limited
〞 PT Chailease Finance Indonesia Indonesia Financing 420,750 -
2,125,000 85.00% 400,838 85.00% (24,544) (20,862)
〞 Chailease Management Hong Kong Consulting 1,775 1,775 500 100.00% 1,736 100.00% (721) (721)
Consulting Co.,
Limited
Chailease Capital Asia Sermkij Leasing Public Co.,Ltd Thailand Installment sales of automobiles 161,255 81,880 10,128 1.92% 148,218 1.92% 1,058,828 20,056
(Tailand) Co., and its subsidiaries
Ltd.
Chailease Power Chu Chiang Solar Energy Taiwan Solar power business 45,050 -
-
100.00% 44,757 100.00% (293) (293)
Technology Co., Inc.
Ltd.
Ho Lien Energy Tien Sin Intelligent Green Energy Taiwan Solar power business 544,000 - 54,400 80.00% 542,991 100.00% (1,284) (1,196)
Integration Co., Co., Ltd.
Ltd.
〞 Tien Jen Energy Co., Ltd. Taiwan Solar power business 544,000 - 54,400 80.00% 543,416 100.00% (748) (734)
〞 Tien Chu Energy Co., Ltd Taiwan Solar power business 544,000 - 54,400 80.00% 542,608 100.00% (1,872) (1,694)
〞 Tien Ying Energy Co., Ltd. Taiwan Solar power business 1,024,000 - 102,400 80.00% 1,021,147 100.00% (3,703) (3,412)
〞 Tien Jui Energy Co., Ltd. Taiwan Solar power business 544,000 - 54,400 80.00% 541,872 100.00% (2,679) (2,400)
246
Original investment amount Balance as of December 31, 2021 Highest
Net income Share of
Investor Investee percentage of
Location Main businesses and products December 31, December 31, Shares/Units Percentage Carrying (losses) of the profits/losses of Note
company company ownership
2021 2020 (In thousands) of ownership value during the year investee investee
247
Note 4: All numbers are disclosed in NT dollars. The amounts involved with foreign currency are converted to
NT dollars by using exchange rates on the financial report date.
Note 5: Current investment gains and losses and book values at the end of the period are included the amounts
of direct and indirect investments.
Note 6: The aforementioned inter‑company transactions have been eliminated upon consolidation.
2.Limit on the amount of investment in Mainland China area: None.
3.Significant transactions:
The aforementioned intercompany transactions have been eliminated upon consolidation for the year ended
December 31, 2021, please refer to Note (13) (a).
(d) Major shareholders: There were no shareholders whose shareholding ratio exceeded 5%.
(14) Segment information
(a) The Group’s reportable segments include operations in Taiwan, China, ASEAN and other areas. These segments
engage mainly in installment sales, capital leasing and operating lease. The Group uses operating profit as the
measurement for segment profit and the basis of performance assessment.
(b) Information about profit or loss and assets and liabilities the report amount is similar to that in the report used by
the chief operating decision maker.
Operating segment financial information:
For the year ended
Taiwan China ASEAN Others Elimination Total
December 31, 2021
Revenue
Revenue from external customers $ 36,351,671 27,548,958 7,861,671 397,254 -
72,159,554
Intersegment revenue 1,685,264 77,339 511,864 -
(2,274,467 ) -
Interest revenue 7,382 222,969 13,604 275 -
244,230
Total revenue $ 38,044,317 27,849,266 8,387,139 397,529 (2,274,467 ) 72,403,784
Interest expenses $ 2,822,777 4,989,543 1,524,670 86,774 -
9,423,764
Depreciation and amortization $ 4,824,070 304,177 167,185 9,374 -
5,304,806
Share of profit (loss) of associates and
joint ventures accounted for using
equity method $ - (260 ) - 10,910 - 10,650
Reportable segment profit or loss $ 11,961,739 12,622,226 2,296,927 178,199 -
27,059,091
Reportable segment assets $ 426,660,491 217,260,342 78,888,333 5,670,592 (23,610,037 ) 704,869,721
Reportable segment liabilities $ 366,491,684 164,180,226 65,149,327 3,648,958 (23,610,037 ) 575,860,158
248
(c) Information about the products and services
Revenue from the external customers of the Group was as follows:
For the years ended December 31,
2. A reconciliation of reportable segment assets as of December 31, 2021 and 2020 is provided as follows:
2021.12.31 2020.12.31
Reportable segment assets $ 728,479,758 604,643,486
Management segment assets 10,023,046 5,178,531
Elimination (25,275,888 ) (16,498,183 )
Total assets $ 713,226,916 593,323,834
3. A reconciliation of reportable segment liabilities as of December 31, 2021 and 2020 is provided as follows:
2021.12.31 2020.12.31
Reportable segment liabilities $ 599,470,195 501,006,815
Management segment liabilities 22,518,346 8,836,332
Elimination (25,275,888 ) (16,498,183 )
Total liabilities $ 596,712,653 493,344,964
249
VII. Review and Analysis of the Financial Condition,
Performance and Risk Management
(1) Review and analysis of Financial status
Unit: NT$ thousands
Explanation: Analysis of deviations over 20% and differences exceeding 1% of total assets.
1. Increase in current assets: This was mainly due to the growth of business resulting in an increase in Account Receivables.
2. .Increase in property, plant and equipment: This was due to increasing of equipment solar power, resulting in increase in property, plant and equipment.
3. Increase in other assets: This was due to increasing of prepaid of equipment solar power
4. Increase in current liabilities and non-current liabilities: This was due to the growth of new business origination, resulting in increased borrowings.
5. Increase in equity items: This was mainly due to increasing of exchange differences on translation of foreign financial statements..
6. Increase in unappropriated retained earnings: This was mainly due to the increase in net profit.
7. . Increase in non-control interest: This was mainly due to the increase capital in Asia Sermkij Leasing Public Company Limited.
250
(2) Review and analysis of Financial performance
Item 2020 2021 Difference %
(4) Major Capital expenditures in recent years and impacts on financial and
operational situations:
The company's major capital expenditure in 2021 was the purchase of solar power stations by its own funds and
bank borrowings.
251
(5) Investment Policies and Results in recent years
1. Long-term Investment Policy
The Company's current investment policy is mainly to support the promotion and extension of the company's
business, the development of international business, the diversified operation and combined use of information
technology. The relevant executive departments follow the internal control system "Investment Cycle", "Processing
Procedures for the Acquisition and Disposal of Assets", "Securities Management Policy" and "Investment
Management Policy", which are discussed and approved by the board of directors or the shareholders' meeting.
The company focus on the future profitability of the investee company and its product vision with strictly abides
by the principles of legality, profitability and liquidity. The investment portfolio takes into account the balance
between risk, revenue and asset growth, and achieves the goal of income and asset growth under reasonable risk
planning.
2. Long-term Investment Results:
Operating results from the Company's investee companies remain profitable in recent years, mainly due to
business growth. The equity investment income of 2021 was NT$ 23,972,553 thousand. Only a few subsidiaries
were loss-making. The reasons are as follows:
December 31, 2021 Unit: NT$ thousands
Loss of the
Investee Company Explanation Improvement Plan
investee
Chailease International (34,245) The company mainly invests in Indonesian It is expected to cover the operating
Company (Hong Kong) Limited subsidiaries, and it was still loss-making expenses as the business scale expands.
because the Indonesian subsidiary just
commenced business in 2021/12
Chailease Royal Insurance Broker (1,293) The company had not yet obtained the It is expected to cover the operating
Plc. approval of the National Bank of Cambodia to expenses as the business scale expands.
obtain a business license, and it was still loss
making.
Chailease Bright Co., Ltd. (3,936) The company was established in 2021/8, It is expected to cover the operating
and the operating scale was not sufficient to expenses as the business scale expands.
cover the operating expenses.
Chailease Cherish Co., Ltd. (77) The company was invested in 2021/12, and It is expected to cover the operating
the operating scale was not sufficient to expenses as the business scale expands.
cover the operating expenses.
Chailease Finance (B.V.I.) (15,486) The company had decided to liquidate and
Company, Ltd. was currently in the process of liquidation.
Ho Lien Energy Integration Co., (8,873) The company's operating scale was not When the solar power plants start to
Ltd. sufficient to cover operating expenses. operate, the revenues generated will
support operating costs and expenses.
Tai Yuan Energy Integration Co., (3,460) The company's operating scale was not When the solar power plants start to
Ltd. sufficient to cover operating expenses. operate, the revenues generated will
support operating costs and expenses.
Chung Ho Energy Integration (40,126) The company's operating scale was not When the solar power plants start to
Co., Ltd. sufficient to cover operating expenses. operate, the revenues generated will
support operating costs and expenses.
TUNG FENG INC. (69) The company's operating scale was not When the solar power plants start to
sufficient to cover operating expenses. operate, the revenues generated will
support operating costs and expenses.
He To Energy Integration Co., (85) The company's operating scale was not When the solar power plants start to
Ltd. sufficient to cover operating expenses. operate, the revenues generated will
support operating costs and expenses.
Chung Yu Energy Integration Co., (85) The company's operating scale was not When the solar power plants start to
Ltd. sufficient to cover operating expenses. operate, the revenues generated will
support operating costs and expenses.
Jung Yu Energy Integration Co., (1,001) The company's operating scale was not When the solar power plants start to
Ltd. sufficient to cover operating expenses. operate, the revenues generated will
support operating costs and expenses.
Chung Wei Energy Integration (85) The company's operating scale was not When the solar power plants start to
Co., Ltd. sufficient to cover operating expenses. operate, the revenues generated will
support operating costs and expenses.
252
Loss of the
Investee Company Explanation Improvement Plan
investee
TUNG CHING ENERGY (359) The company's operating scale was not When the solar power plants start to
TECHNOLOGY INC. sufficient to cover operating expenses. operate, the revenues generated will
253
(6) Risk Management Framework & Policy
1. Chailease Risk Management Organizational Structure
Chailease's Risk Management Committee is responsible for the establishment of risk management structure
and ensuring the implementation of risk management activities. Subsidiaries also have their own internal risk
management planning departments, credit services division, and credit services departments and branches that
are responsible for implementing and overseeing risk management mechanisms.
Board
Chairman
Risk Management Management Committee
Committee President
Subsidiaries
Risk Management Department
255
(7) Information Security and Personal Information Protection
To effectively promote information security work, the Company established the "Information Security Committee"
in accordance with the "Regulations for Information Security Policy,"to take charge of promoting and governing
information security, monitoring and managing information security risks, and reporting major information
security incidents. The Committee shall hold a meeting at least once a year and may hold a meeting to report major
decisions to the Board of Directors, if necessary.
1. Information Security Policy
Considering relevant business development and demands, the Company established the "Information Security
Policy" to strengthen the management of information security, build a safe and reliable information operating
environment, and ensure information, system, equipment and network security. Moreover, the Company also
stipulated "Guidelines for the Management of Information Security" and other management regulations and
established control systems, in accordance with relevant matters stated in the policy. For the content of relevant
policies, please refer to the Important Articles of Incorporation for Company Governance on the company website.
(http://www.chaileaseholding.com/ugC_Chapter.asp)
2. Organizational Structure
Board
Chairman/President
Supervision
Information Security
Committee
Chairperson
General Manager
Executive Secretary
Chief Information Officer
Committee Members
Sales, Audit, Customer Service, Chief Legal Officer, Chief of Staff
Execution Team
256
3. Information Security Management Plan
Information Development
Management Committee
Audit department Regular or irregular inspection of information security at least once a year.
Human resource departments shall organize training courses for new recruits according to company information security
Human resource
education and promotion plans. They should also coordinate with departments in need of new recruits to assess suitability of
departments
potential candidates.
They shall classify various business information into ranks and segments so that commercial secrets of the company can be
Planning departments
kept confidential and intellectual property well protected.
They shall review contracts signed with outsourced information companies with regard to contract terms, agreements and
Legal compliance departments
classified information. They shall also provide recommendation for improvement if necessary.
Managers of all units and departments shall communicate with the employees and raise their awareness
of information security and protection. They should supervise information security operations of their
own departments to prevent illegal and improper conduct.
257
The independent internal audit department shall draft an annual information security audit and inspection plan
according to the results of self-risk evaluation and risks of each operation unit. This audit and inspection plan shall
be submitted to the management and the internal audit department shall conduct due diligence based on the
plan. Reports of due diligence will be submitted to the management. Defects and recommendations thereof will
be tracked and improved within a due date.
III. Information security training:
Each unit's new recruits are required to attend education and training classes encompassing courses of specific
information security, the company's internal rules, related laws, cybercrime, and general knowledge of information
security. Each year, information technology-related departments shall establish an annual education and training
program and arrange personnel to participate in external workshops accordingly. Those participating in training
courses will also need to pass relevant professional examinations. We also arrange companies with expertise to
introduce (or educate about) important information security projects and conduct related case studies.
4. Information Processing Flow Chart
Regarding the management of the information service processing procedure, Chailease takes information
management as its basis and builds demand management, incident management, problem management, change
management, requisition form management, online management, knowledge management, and usability
management, supplemented by risk management orientation, from the demands of information services at the
user end to the final completion online or solutions to problems or demands, to keep close tabs on information
security.
Information Service
Demands
258
5. Information security resources devoted for newcomers
As cyber-attacks increased and the method of attack became complex, many information security problems in
enterprises have occurred. Hence, the government and competent agencies have increased the requirement on
In addition, the information unit made a large investment in information security and skills training every year in
this fast-changing world.
Year Number of classes Number of hours
2021 25 363
2020 41 672
2019 51 736
259
7. Personal Data Protection
Prior to the implementation of the amended articles of Personal Data Protection Act, the Company had already
put in place a mechanism to safeguard the security of personal information, including the establishment of “Data
Classification Management Regulations”, “Personal Information Protection Guidelines”, “Information Security
Policy”, “Information Security Management Guidelines” and other regulations. The Board of Directors approved and
adopted the establishment of “Personal Data Protection Management Policy” during August 12, 2020, specifying
the procedures to be followed for the authorization, usage, storage, management and destruction of personal
data in compliance with the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy
Act (CCPA); meanwhile, to demonstrate our commitment to the security of our customers’ personal information,
the Company established a dedicated unit for personal information protection (the Legal Section); in addition,
our subsidiary, Chailease International Financial Services (Singapore) Pte. Ltd. also established a Data Protection
Officer to ensure the implementation of the Personal Data Act.
Chailease Finance Co., Ltd. attaches great importance to the security of customer information and personal data
protection. Our information personnel has carried out the necessary protection mechanism for the personal
data in the system according to personal data security protection and operational risk level. Different access
authorization level is implemented based on different business scope. It also implements USB storage device
locking management to reduce the risk of data leakage from the flash drives and facilitate the control and
examination of data copying behavior. The internal transmission of customer information is also subject to strict
rules and controls, and is regularly reviewed by internal audit units to ensure that all control mechanisms are
effectively implemented.
In order to ensure the protection of customer information, general employees must receive training on personal
data protection and compliance with the Trade Secrets Act for their reference, cultivate awareness of personal data
protection, and implement the concepts of data security and personal data protection in their daily operations.
Moreover, the Company requests its employees and workers to fulfill their confidentiality and safekeeping
responsibilities. Internally, the Company implemented strict management regulations, established an audit trail
and record tracking system, and incorporated the audit and inspection mechanism for personal information
security into our annual information security inspection and internal control self-assessment operations, to
enhance our employees’ awareness and behavior in protecting customer information and complying with laws
and regulations through comprehensive and all-aspect checks.
In the future, the Company will continue to optimize the information security mechanism by optimizing the
email security verification mechanism, strengthening the customer data protection mechanism, improving the
existing information security mechanism and establishing a dedicated information security officer to build a
secure and reliable operating environment. The purpose of collecting customer information, the usage means
and the exercise of related rights and interests are stated in the consent form or contract to help customers fully
understand the rights and obligations of both parties.
Internal information security training for new employees (total training hours)
# of employee Hours
879.7 858
605
463
211.2 266.8
260
(8) Sources of Risks and Evaluations
1. The effect upon the company's profits (losses) of interest and exchange rate fluctuations and changes in the
inflation rate, and response measures to be taken in the future:
261
(2) Loans to other parties
Chailease has established the Standard Operating Procedures for Loan to Other Parties. Before lending,
Chailease conducts credit check in the borrower's credit situation, fund use plan, unsecured or secured,
and such loan's impact on Chailease's operation, financial risk, and stakeholders' equity. Then our company
carefully makes decisions on the loan amount, tenor, and interest rate calculation terms accordingly. Such
procedures have to be kept record, subsequently reported to and approved by the board of directors. The
complete examination procedure and report include whether such loan is reasonable, necessary, and the
borrower's full credit and risk assessment, and whether collateral is required and its appraisal. The company
aims to reduce risk by implementing these standard procedures.
(3) Endorsements and guarantees
Chailease has established the Standard Operating Procedures for Endorsements and Guarantees. Business
activities in this field shall comply with these Procedures. The company only does endorsements and
guarantees for the following entities: companies that Chailease directly or indirectly holds over 50% of their
voting shares, companies that hold over 50% of Chailease's voting shares, and an invested company by
Chailease on the basis of co-investment and in proportion to each investor's stake. While doing endorsement
and guarantee, Chailease carefully evaluates the guarantee amount, time period, reason, credit situation
and collateral. Such decision also has to be approved by the board of directors. The abovementioned careful
evaluation procedures include whether such guarantee is reasonable, necessary, and the guaranteed entity's
full credit and risk assessment, and such endorsement's impact on Chailease's operation, financial risk, and
stakeholders' equity. Also, Chailease evaluates whether collateral is required and its appraised value. In general
there presents no material impact on the company's consolidated financial report.
(4) Financial derivatives transactions
Chailease has established its Policies and Procedures for Financial Derivatives Transactions according to
Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the
Financial Supervisory Commission. All derivatives trading related activities have to comply with the company
Policies and Procedures. Our target derivatives products are to hedge against company operation risks, and our
trading counterparties are mostly financial institutions working closely Chailease.
3. Research and development work to be carried out in the future, and further expenditures expected for research
and development work:
As Chailease basically does not belong to the manufacturing industry, it is not equipped with the product R&D
division. However, the Company and our subsidiaries establish their own Planning Departments to develop new
financial products and explore new market segments. Different departments and units are liaised according to
specific projects to provide customers with a one-stop shop for a full array of financial solutions. Recently we
successfully studied and developed various types of financial products, including heavy vehicle and automobile
financing, construction equipment financing , fishery inventory financing, micro-enterprises financing, real estate
financing, office equipment leasing, medical equipment financing, car rentals, ESCO financing and services, solar
power plant financing, investment, EPC and O&M, inventory financing (including cross-border), aircraft and ship
financing, gasoline wholesale business, and insurance brokerage. Such growing variety of products is to raise our
market position and complete product lines. Besides, the Company sets up Risk Management Department which
is responsible for revising and updating risk models to improve overall risk control of the Company.
In the future our core research will be focused on developing digital financial service platform, promoting cross-
organization business collaboration, cultivating niche markets, extending product value chain, and utilizing
technology tools. Projects of this goal include:
i. Build the online-to-offline digital financial platform to develop a diversified service ecosystem, and utilize
digital alternative credit assessment to enhance credit risk control;
ii. Continuously utilize RPA(Robotic Process Automation) to improve process and increase efficiency;
iii. Continuously develop the "FinMart", a platform encouraging citizens to participate in solar power plant
investments and profit sharing, to promote green energy and carbon reduction.
262
iv. Utilize information technology, recruit talents and build single-version application systems to enhance
efficiency and market competitiveness.
v. Cultivate niche markets and integrate shared resources to diversify our access to customers and create more
263
Our core businesses are leasing, installment, loan, and factoring, and therefore there is no factory. Such item is not
applicable.
9. Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be
taken:Our core businesses are lease, installment, loan, and purchase of accounts receivables, and therefore such
item is not applicable.
10. Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor,
or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise
changed hands, and mitigation measures being or to be taken: No major quantity of shares belonging to a
director or shareholder holding greater than a 10 percent stake in the company has been transferred or has
otherwise changed hands, and therefore such item is not applicable.
11. Effect upon and risk to company associated with any change in governance personnel or top management, and
mitigation measures being or to be taken: There has been no change in managerial authority in recent years and
as of the date of publication of the annual report. Our company has strengthened various corporate governance
measures, introduced independent directors, and set up an audit committee to enhance overall protection of
shareholders' equity and rights. Our daily operation depends fully on empowered professional managers. Teams
of these professional managers have contributed tremendously to the company and have been acknowledged
by shareholders. Such management competitive advantages should stay viable despite any possible change in
managerial authority in the future.
12. Our company's operation of businesses is in accordance with the government policies and legal requirements
of each country of registration and main business. Our company also keeps abreast of policy development and
any changes in the law, and takes appropriate countermeasures in response to changes in the environment. In
addition, as of the date of publication of the annual report, our company is not under any circumstance that
the company’s financial operations are materially affected by the policy development and changes in the law at
home and abroad.
Litigious and non- litigious matters. List major litigious, non-litigious or administrative disputes that: (A) involve
the company and/ or any company director, any company supervisor, the general manager, any person with
actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or
any company or companies controlled by the company; and (B) have been concluded by means of a final and
unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders'
equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount
of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the
status of the dispute as of the date of publication of the annual report.
(1) Litigious and non-litigious matters
(a) Major litigious, non-litigious or administrative disputes that: (i) involve the company; and (ii) have been
concluded by means of a final and unappealable judgment, or are still under litigation. Where such a
dispute could materially affect shareholders' equity or the prices of the company's securities, the annual
report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of
litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of
publication of the annual report: none.
(b) Major litigious, non-litigious or administrative disputes that: (i) involve any company director, any
company supervisor, the general manager, any person with actual responsibility for the firm, any major
shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by
the company; and (ii) have been concluded by means of a final and unappealable judgment, or are still
under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the
company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake
in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the
dispute as of the date of publication of the annual report: none.
(c) Any company director, supervisor, general manager, or any major shareholder holding a stake of greater
than 10 percent involving in matters as set forth in Article 157 of the Securities and Exchange Act, and
mitigation measure being taken: One general manager involved in this matters in 2021, the BOD of the
Company have exercised the right of claim for disgorgement in 2021.
264
(2) Any company director, any company supervisor, the general manager, or any major shareholder holding a
stake of greater than 10 percent have faced financial difficulty or loss of credit as of the date of publication of
the annual report: none.
266
VIII. Special notes
Corporation
PT Chailease
(97.8854%)
Philippines Chailease Royal Chailease Agency
Finance Indonesia
(85%)
Finance Plc. Sdn. Bhd. Chailease
Chailease Finance (60%) (100%)
Co., Ltd. International Corp.
{
49% 36.61% (100%) (100%)
Indonesia
Chailease Royal Chailease Services
Insurance Broker Sdn. Bhd. 75% Chailease Finance
Asia Sermkij Leasing Chailease Energy Chailease Insurance
Public Company Integration Co., Ltd. Brokers Co., Ltd. Plc. (100%) International Corp. Chailease
Grand Pacific (60%) 25%
Holdings Corp. Limited (100%) (100%) Management
1.92% Consulting Co.,
{
{ Limited (100%)
Bangkok Grand Jirong Real Estate (Note 4)
Pacific Lease Public
Yun Tang Inc. Cambodia Malaysia Co., Ltd. (100%)
(100%)
{
Grand Pacific Company Limited
Financing Corp. (99.99%)
Chailease Hong Kong
(100%)
Chailease Power Chailease Credit International
SK Insurance Technology Co.,Ltd. Services Co., Ltd. Commercial
(100%) (100%) 0.0003% Factoring
Broker Co., Ltd.
(99.9998%) Corporation. (100%)
Grand Pacific Main
Street Development CHU CHIANG Fina Finance &
Inc. (100%) Chailease Capital SOLAR ENERGY Trading Co., Ltd. JonRuei Finance
(Thailand) Co., Ltd. INC. (100%) (100%) Corporation. (100%)
Chuang Ju Limited
{
(49%)
Partnership
{
Singapore
Vietnam
Note 1: Chailease Finance Securitization Trust 2019 , which is consolidated in Chailease Holding consolidated financial statements, is not included in the
organization chart.
Note 2: Special purpose vehicles for solar power business are mentioned in the following chart.
Note 3: Special purpose vehicles for vessel business are mentioned in the following chart.
Note 4: In the process of liquidation.
267
(1) Special Purpose Vehicles for Solar Power Business
2021.12.31
Chung Cheng Energy Integration Jung Yu Energy Integration Co., Ltd. Chung Ming Co., Ltd.
Co., Ltd. (100%) (100%) (100%)
Ho Lien Energy Integration Co., Ltd. Chung Yu Energy Integration Co., Chung Yao Co., Ltd.
(100%) Ltd. (100%) (100%)
Tien Sin Intelligent Green Energy Chung Wei Energy Integration Co., Yao Jih Co., Ltd.
Co., Ltd. (80%) Ltd. (100%) (100%)
Chung Yen Energy Integration Co., Tien Hsing Integration Co., Ltd.
Tien Jui Energy Co., Ltd. (80%)
Ltd. (100%) (100%)
268
2. Basic information about the affiliates
Unit: Thousand
Establishment Major business or
Name of the company Address Paid-in capital
date products
269
Establishment Major business or
Name of the company Address Paid-in capital
date products
Leasing of self- owned
Building 1, Lane 631, Jinzhong Rd.,
Jirong Real Estate Co., Ltd. 20121112 CNY 170,000 buildings and property
Changning District, Shanghai, PRC
management
Chailease International
11th floor, No.14, Lane 1401, Jiangchang
Commercial Factoring 20191223 CNY 50,000 Factoring
Road, Jingan District, Shanghai, PRC
Corporation
Room 202,Checking Office,No. 6262,Australia
JonRuei Finance
20200106 Road,Dongjiang Free Trade Port Zone,China CNY 1,000 Lease
Corporation
(Tianjin) Pilot Free Trade Zone
Palm Grove House, P.O. Box 438, Road Town,
Golden Bridge (B.V.I.) Corp. 20080409 USD 536,150 Investment
Tortola, British Virgin Islands
Vistra Corporate Services Centre, Wickhams Installment sales,
Chailease International
20130402 Cay II, Road Town, Tortola, VG1110, British USD 97,000 overseas financing and
Financial Services Co., Ltd.
Virgin Islands financial consultation
Chailease International
80 Broad Street, City of Monrovia, County of
Financial Services (Liberia) 20141124 USD 10 Ship leasing business
Montserrado, Republic of Liberia
Corp.
Development and
8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
Yun Tang Inc. 20120328 NTD 500,691 trading on solar power
City 114, Taiwan (R.O.C.)
plants
Energy saving
services, engineering,
procurement,
Chailease Energy 8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
20151104 NTD 50,000 construction,
Integration Co., Ltd. City 114, Taiwan (R.O.C.)
operations and
maintenance on solar
power plants
Development and
Chailease Power 8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
20160629 NTD 770,000 trading on solar power
Technology Co., Ltd. City 114, Taiwan (R.O.C.)
plants
Chuang Ju Limited 8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
20170628 NTD 3,300,010 Installment sales
Partnership City 114, Taiwan (R.O.C.)
Sing Chuang Limited 8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
20170628 NTD 1,800,010 Installment sales
Partnership City 114, Taiwan (R.O.C.)
Investment,
Chailease International
20150326 22 Upper Ground, London, SE1 9PD, UK GBP 683,287 market survey and
Company (UK) Limited
consultancy services
Hire purchase of
Chailease Berjaya Credit Lot 6.08, 6th floor, Plaza First Nationwide, No.
20150909 MYR 150,000 vehicles and
Sdn. Bhd. 161, Jalan Tun H.S. Lee, 50000 Kuala Lumper
consumer goods
28th Floor, Saigon Trade Centre,37 Ton Duc
Chailease International
20160706 Thang St., Ben Nghe Ward, District 1, Ho Chi VND 111,300,000 Trading
Trading Company Limited
Minh City, Vietnam
Chailease International
Tiara Labuan, Jalan Tanjung Batu, 87000 F.T.
Financial Services (Labuan) 20160119 USD 30 Aircraft leasing
Labuan, Malaysia
Co., Ltd.
Chailease Agency Sdn. Lot 6.08, 6th floor, Plaza First Nationwide, No.
20170127 MYR 100 Insurance agency
Bhd. 161, Jalan Tun H.S. Lee, 50000 Kuala Lumpur
3F, No.216B, Norodom Blvd(41), Sangkat
Chailease Royal Leasing Vehicle
20170206 Tonle Basak, Khan Chamkar Mon, Phnom USD 5,000
Plc. Finance lease
Penh, Cambodia
5F, 45 San Miguel Building, San Miguel Ave.,
Chailease Berjaya Finance
20170929 Ortigas Center, Pasig City, Metro Manila, PHP 650,000 Vehicle Financing
Corporation
Philippines
12F, No.146, Preah Norodom Blvd, Sangkat
Chailease Royal Finance Motor, SME and
20190517 Tonle Bassak, Khan Chamkar Mon, Phnom USD 15,520
Plc. Vehicle Financing
Penh, Cambodia
Chailease International
31/F Tower two Times Square 1 Matheson
Company (Hong Kong) 20180213 USD 17,100 Investment
Street Causeway Bay HK
Limited
Lot 6.08, 6th floor, Plaza First Nationwide,
Chailease Services Sdn.
20190320 No.161, Jalan Tun H.S. Lee, 50000 Kuala MYR 100 Insurance agency
Bhd.
Lumpur
270
Establishment Major business or
Name of the company Address Paid-in capital
date products
Development and
Chung Cheng Energy 8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
20191025 NTD 303,400 trading on solar power
271
Establishment Major business or
Name of the company Address Paid-in capital
date products
Development and
8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
Tien Jui Energy Co., Ltd. 20191129 NTD 680,000 trading on solar power
City 114, Taiwan (R.O.C.)
plants
Development and
8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
Tien Chu Energy Co., Ltd. 20190517 NTD 680,000 trading on solar power
City 114, Taiwan (R.O.C.)
plants
Development and
8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
Chung Ming Co., Ltd. 20210628 NTD 300,050 trading on solar power
City 114, Taiwan (R.O.C.)
plants
Development and
8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
Chung Yao Co., Ltd. 20210629 NTD 20,050 trading on solar power
City 114, Taiwan (R.O.C.)
plants
Development and
8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
Tien Ying Energy Co., Ltd. 20190517 NTD 12,800,000 trading on solar power
City 114, Taiwan (R.O.C.)
plants
Ship Operation
Chailease Bright Co., Ltd. 20210804 80 Bread Street, Monrovia, Liberia USD 10
Business
Ship Operation
Chailease Cherish Co., Ltd. 20210804 80 Bread Street, Monrovia, Liberia USD 10
Business
Ship Operation
Chailease Faith Co., Ltd. 20210804 80 Bread Street, Monrovia, Liberia USD 10
Business
Chailease Harmony Co., Ship Operation
20210804 80 Bread Street, Monrovia, Liberia USD 10
Ltd. Business
Ship Operation
Chailease Virtue Co., Ltd. 20210804 80 Bread Street, Monrovia, Liberia USD 10
Business
Development and
8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
Yao Jih Co., Ltd. 20210813 NTD 50 trading on solar power
City 114, Taiwan (R.O.C.)
plants
Development and
8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
Ho Hsuan Co., Ltd. 20210816 NTD 1,253,120 trading on solar power
City 114, Taiwan (R.O.C.)
plants
Development and
8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
Hsia Ching Co., Ltd. 20210826 NTD 50 trading on solar power
City 114, Taiwan (R.O.C.)
plants
Ship Operation
Chailease Blossom Co., Ltd. 20210902 80 Bread Street, Monrovia, Liberia USD 10
Business
Ship Operation
Chailease Glory Co., Ltd. 20210902 80 Bread Street, Monrovia, Liberia USD 10
Business
Development and
Tien Hsing Energy 8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
20191105 NTD 1,000 trading on solar power
Integration Co., Ltd. City 114, Taiwan (R.O.C.)
plants
Corporate Filing Services Ltd., P.O. Box 613
Chailease International
20210908 GT, 3rd Floor Harbour Centre, George Town, USD 100 Investment
Maritime Holding Co.,Ltd
Grand Cayman KY1-1107, Cayman Islands
Development and
CHU CHIANG SOLAR 8F., No.362, Ruiguang Rd., Neihu Dist., Taipei
20190823 NTD 45,050 trading on solar power
ENERGY INC. City 114, Taiwan (R.O.C.)
plants
Note 1. In the process of liquidation.
272
5. Information on the director, supervisor and president of affiliates
December 31, 2021 Unit:1,000 shares (%)
Shares held
Name of the company Position Name Representing
Chailease Auto Service Director Yuan-Tai Hung Chailease Finance Co., Ltd.
155,983 100.00%
Co.,Ltd. Director Kuang-Hsien Tai Chailease Finance Co., Ltd.
Supervisor Wen-Hui Lin Chailease Finance Co., Ltd.
273
Shares held
Name of the company Position Name Representing
Shares Percentage
Chairman Fong-Long Chen Chailease Finance Co., Ltd.
Chailease Credit Services Director Shi-Cha Lai Chailease Finance Co., Ltd.
1,000 100.00%
Co.,Ltd. Director/President Ming-Ching Hou Chailease Finance Co., Ltd.
Supervisor Chung-Chiang Yang Chailease Finance Co., Ltd.
Chairman Ming-Ching Hou Chailease Finance Co., Ltd.
Chailease Insurance Director / Manager Ming-Tsung Chang Chailease Finance Co., Ltd.
800 100.00%
Brokers Co., Ltd. Director Shi-Min Sun Chailease Finance Co., Ltd.
Supervisor Ming-Hui Chen Chailease Finance Co., Ltd.
Chairman Kuen-Ming Chen Chailease Finance Co., Ltd.
Director/ General
Chi-Chang Wu Chailease Finance Co., Ltd.
Director
Director Yeu-Horng Jeng Chailease Finance Co., Ltd.
274
Shares held
Name of the company Position Name Representing
Shares Percentage
Asia Sermkij Leasing Public
Chairman Tze-Ting Yang
275
Shares held
Name of the company Position Name Representing
Shares Percentage
Chailease International Finance
Chairman Fong-Long Chen
Corporation
Chailease International Finance
Director/President Kuen-Ming Chen
Corporation
Jirong Real Estate Co., Ltd. (Note 1) 97.89%
Chailease International Finance
Director Guo-Teng Chiou
Corporation
Chailease International Finance
Supervisor Jia-Cheng Lin
Corporation
Golden Bridge (B.V.I.) Chailease Holding Company
Director Fong-Long Chen 506,150 100.00%
Corp. Limited
Chairman Fong-Long Chen Chailease Finance Co. , Ltd.
Chailease Cloud Service Director/President Ming-Ching Hou Chailease Finance Co. , Ltd.
2,500 100.00%
Co., Ltd. Director Xiao-Tong Li Chailease Finance Co. , Ltd.
Supervisor Shi-Min Sun Chailease Finance Co. , Ltd.
Chailease International
Chailease Holding Company
Financial Services (Liberia) Director Ming-Ching Hou (Note 2) 100.00%
Limited
Corp.
Chailease International
Director Ming-Ching Hou (Note 2) 100.00%
Fortune Corp (Liberia)
Chairman/President Ming-Ching Hou Chailease Finance Co., Ltd.
Yun Tang Inc. Director Min-Hung Hsieh Chailease Finance Co., Ltd. (Note 1) 100.00%
Director Jui-Hsin Chen Chailease Finance Co., Ltd.
Chairman Fong-Long Chen Chailease Finance Co., Ltd.
Director/President Ming-Ching Hou Chailease Finance Co., Ltd.
Chailease Energy
Director Jui-Hsin Chen Chailease Finance Co., Ltd. 5,000 100.00%
Integration Co., Ltd.
Director Min-Hung Hsieh Chailease Finance Co., Ltd.
Supervisor Chung-Chiang Yang Chailease Finance Co., Ltd.
Chailease International
Director Fong-Long Chen
Company (Malaysia) Limited
Chailease International Chailease International
Director Ming-Ching Hou 683,287 100.00%
Company (UK) Limited. Company (Malaysia) Limited
Chailease International
Director Ying-Chih Liao
Company (Malaysia) Limited
Chailease International
Chairman Ming-Ching Hou
Company (Malaysia) Limited
Director/ Managing Chailease International
Huei-Yeu Yang
Director Company (Malaysia) Limited
Chailease Berjaya Credit
Chailease International 105,000 70.00%
Sdn. Bhd. Director Lai-Wang Tang
Company (Malaysia) Limited
Director Lee Kok Chuan Berjaya Group
Director Vivienne Cheng Berjaya Group
Chailease International
Chailease International
Financial Services Director Ming-Ching Hou 30 100.00%
Financial Services Co., Ltd.
(Labuan) Co., Ltd.
Chairman Fong-Long Chen Chailease Finance Co., Ltd.
276
Shares held
Name of the company Position Name Representing
Shares Percentage
Chairman Ming-Ching Hou
277
Shares held
Name of the company Position Name Representing
Shares Percentage
Chaiman Fong-Long Chen Chailease Finance Co., Ltd.
Chung Cheng Energy Director Ming-Ching Hou Chailease Finance Co., Ltd.
30,340 100.00%
Integration Co., Ltd. Director Min-Hung Hsieh Chailease Finance Co., Ltd.
Supervisor Jui-Hsin Chen Chailease Finance Co., Ltd.
Chaiman Fong-Long Chen Chailease Finance Co., Ltd.
Tai Yuan Energy Chairman Fong-Long Chen Chailease Finance Co., Ltd.
117,005 100.00%
Integration Co., Ltd. Supervisor Jui-Hsin Chen Chailease Finance Co., Ltd.
Chung Ho Energy
279,212 100.00%
Integration Co., Ltd. Chairman Fong-Long Chen Chailease Finance Co., Ltd.
Chung Yen Energy
Chairman Fong-Long Chen Chailease Finance Co., Ltd. 77,540 100.00%
Integration Co., Ltd.
Chung Yu Energy
Chairman Ming-Ching Hou Chailease Finance Co., Ltd. 50 100.00%
Integration Co., Ltd.
Chung Wei Energy
Chairman Ming-Ching Hou Chailease Finance Co., Ltd. 50 100.00%
Integration Co., Ltd.
Jung Yu Energy
Chairman Ming-Ching Hou Chailease Finance Co., Ltd. 228,221 100.00%
Integration Co., Ltd.
He To Energy Integration
Chairman Ming-Ching Hou Chailease Finance Co., Ltd. 50 100.00%
Co., Ltd.
Tung Feng Inc. Director Ming-Ching Hou Chailease Finance Co., Ltd. (Note 1) 100.00%
Chairman Yi-Chen Cheng
Chailease Royal Insurance
Director Szu-Yuan Chang 90 60%
Broker Plc
Director Neak Okhna Kith Meng
Tung Ching Energy
Director Ming-Ching Hou Chailease Finance Co., LTD. (Note 1) 100.00%
Technology Inc.
Ho Lien Energy Integration Co.,
Chairman Fong-Long Chen
Ltd.
Ho Lien Energy Integration Co.,
Director Ming-Ching Hou
Tien Jen Energy Co., Ltd. Ltd. 54,400 80.00%
Director Sheng-Hui Ku Ysolar Co., Ltd.
Supervisor Jenn-Yuan Liu
Ho Lien Energy Integration Co.,
Chairman Fong-Long Chen
Ltd.
Ho Lien Energy Integration Co.,
Tien Sin Intelligent Green Director Ming-Ching Hou
Ltd. 54,400 80.00%
Energy Co., Ltd.
Director Sheng-Hui Ku Ysolar Co., Ltd.
Supervisor Jenn-Yuan Liu
278
Shares held
Name of the company Position Name Representing
Shares Percentage
Ho Lien Energy Integration Co.,
Chairman Fong-Long Chen
279
6. Operational statuses of affiliates
Net income EPS
Paid-in Total Operating Operating
Name of affiliates Total assets Net value or loss (after (after tax)
capital liabilities revenues income
tax) (NT$)
Chailease
International
24,662,857 61,956,471 1,756,622 60,199,849 64,502 6,173 11,294,426 7.52
Company (Malaysia)
Limited
Chailease Finance Co.,
24,225,000 238,730,170 182,744,801 55,985,369 16,652,670 6,919,329 11,612,116 5.00
Ltd.
Fina Finance & Trading
10,163,000 120,751,021 98,085,595 22,665,426 10,594,935 4,176,795 4,344,455 4.27
Co., Ltd.
Chailease Consumer
3,453,040 22,308,057 15,572,899 6,735,158 1,447,915 633,132 1,105,317 3.20
Finance Co., Ltd.
China Specialty
2,495,607 6,868,034 213,388 6,654,647 178,500 116,593 294,519 1.18
Finance Co., Ltd.
Bangkok Grand Pacific
Lease Public Company 915,040 9,640,585 8,189,383 1,451,202 809,294 256,412 205,168 1.87
Limited
Chailease Finance
- - - - 157,754 (15,650) (15,486) Note 3
(B.V.I) Company Ltd.
Asia Sermkij Leasing
Public Company 2,202,955 42,853,420 35,489,283 7,364,137 3,203,725 1,112,746 919,553 2.67
Limited
Grand Pacific Holdings
213,150 487,339 12,936 474,403 260 (488) (63,476) (8.24)
Corp.
Grand Pacific
276,800 2,891,528 843,570 2,047,958 322,561 198,014 179,930 17.99
Financing Corp.
Grand Pacific Main
Street Development - - - - - - - -
Inc.
My Leasing (Mauritius)
7,906,926 53,822,836 1,711,123 52,111,713 - (859) 11,713,580 41.01
Corp.
Chailease
International Finance 28,925,600 188,563,287 138,726,479 49,836,808 23,425,331 13,598,884 12,525,874 Note1
Corporation
Chailease
International Leasing 693,933 13,974,028 11,867,116 2,106,912 1,271,310 534,920 426,798 Note1
Company Limited
Golden Bridge (B.V.I.)
14,840,632 52,219,083 152,645 52,066,438 - (154,522) 11,559,074 22.84
Corp.
Chailease
2,345,760 17,650,378 13,382,022 4,268,356 2,049,592 1,329,453 1,052,390 Note1
International Corp.
Chailease Auto Rental
1,559,832 9,552,022 7,858,211 1,693,811 3,325,012 130,106 106,649 0.68
Co.,Ltd.
Chailease Credit
10,000 16,085 5,500 10,585 3,182 483 427 0.43
Services Co.,Ltd.
Chailease Insurance
8,000 99,250 16,798 82,452 171,564 82,671 66,200 82.75
Brokers Co., Ltd.
Chailease Finance
3,875,200 15,530,762 9,657,197 5,873,565 2,074,939 1,041,170 813,371 Note1
International Corp.
Jirong Real Estate Co.,
738,480 1,110,610 338,549 772,061 74,843 18,287 14,523 Note1
Ltd.
Chailease Cloud
25,000 78,635 56,389 22,246 1,767 1,200 1,211 0.48
Service Co., Ltd.
Chailease
International Financial 2,684,960 18,003,626 12,378,614 5,625,012 647,559 398,134 338,070 3.49
Services Co., Ltd.
Chailease
International Financial 277 578,008 454,284 123,724 249,490 63,383 65,712 6,571.19
Services (Liberia) Corp.
Yun Tang Inc. 500,691 1,978,478 1,418,489 559,989 169,194 67,318 41,638 Note1
Chailease
International 25,485,922 58,485,908 2,724,071 55,761,837 68,226 8,435 10,579,421 16.92
Company (UK) Limited
280
Net income EPS
Paid-in Total Operating Operating
Name of affiliates Total assets Net value or loss (after (after tax)
capital liabilities revenues income
tax) (NT$)
Chailease Berjaya
281
Net income EPS
Paid-in Total Operating Operating
Name of affiliates Total assets Net value or loss (after (after tax)
capital liabilities revenues income
tax) (NT$)
Tung Yu Energy
2,282,208 2,281,180 50 2,281,130 - (709) (1,000) (0.00)
Integration Co., Ltd.
TUNG FENG INC. 34,010 33,768 50 33,718 - (86) (69) Note 1
Chung Yen Energy
775,400 835,290 56,645 778,645 16,436 4,891 3,680 0.05
Integration Co., Ltd.
Chung Ho Energy
2,792,124 2,791,317 39,715 2,751,602 - (464) (40,027) (0.14)
Integration Co., Ltd.
He To Energy
500 388 50 338 - (85) (85) (1.70)
Integration Co., Ltd.
Tung Ching Inc. 201,000 199,977 128 199,849 - (263) (364) Note 1
Tien Sin Intelligent
680,000 864,672 186,048 678,624 - (789) (1,309) (0.02)
Green Energy Co., Ltd.
Tien Jen Energy Co.,
680,000 679,240 65 679,175 - (684) (762) (0.01)
Ltd.
Tien Chu Energy Co.,
680,000 744,536 66,934 677,602 - (924) (1,890) (0.03)
Ltd.
Tien Ying Energy Co.,
1,280,000 1,668,165 392,416 1,275,749 - (1,314) (3,740) (0.03)
Ltd.
Tien Jui Energy Co.,
680,000 677,376 129 677,247 - (627) (2,689) (0.04)
Ltd.
Chung Ming Co., Ltd. 300,050 299,942 50 299,892 - (166) (158) (0.01)
Chung Yao Co., Ltd. 20,050 20,004 50 19,954 - (97) (96) (0.05)
Ho Hsuan Co., Ltd. 1,253,120 1,253,097 66 1,253,031 - (89) (89) (0.00)
Yao Jih Co., Ltd. 50 28 66 (38) - (88) (88) (17.60)
Hsia Ching Co., Ltd. 50 5 66 (61) - (111) (111) (22.20)
Tien Hsing Integration
1,000 1,924,414 1,964,392 (39,978) - (141) (40,788) (407.88)
Co., Ltd.
Chu Chiang Solar
45,050 75,992 31,246 44,746 - (410) (604) Note 1
Energy Inc.
Chailease Royal
4,152 3,658 1,637 2,021 - (2,165) (2,155) (14.37)
Insurance Broker Plc.
Chailease Commercial
217,200 217,310 68 217,242 - (54) 42 Note 1
Factoring Corporation
PT. Chailease Finance
495,000 523,413 51,839 471,574 10 (24,364) (24,544) (0.02)
Indonesia
Chailease Bright Co.,
277 625,547 629,162 (3,615) 19,621 (3,948) (3,936) (393.65)
Ltd.
Chailease Cherish Co.,
277 240 40 201 - - (77) (7.68)
Ltd.
Chailease Faith Co.,
- - - - - - - Note 4
Ltd.
Chailease Harmony
- - - - - - - Note 4
Co., Ltd.
Chailease Virtue Co.,
277 682,813 676,660 6,153 37,835 5,942 5,943 594.33
Ltd.
Chailease Blossom Co.,
- - - - - - - Note 4
Ltd.
Chailease Glory Co.,
- - - - - - - Note 4
Ltd.
Chailease
International Maritime - - - - - - - Note 4
Holding Co., Ltd
Note 1: It is a limited company without issuing stocks.
Note 2 It is a limited partnership without issuing stocks.
Note 3: Chailease Finance (B.V.I.) Company Ltd. has reduced its capital and returned its entire all shares on December 27, 2021, with the liquidation process still in progress.
Note4: The initial equity capital has not been injected.
282
2. Private Placement Securities in 2020 and as of the Date of this Annual Report:
None.
283
IX. Major differences in the Company’s articles of
association and ROC regulations on shareholders’
equity protection.
Articles of Influence on the rights of
The rights of shareholders Reasons
Association shareholders
1. Convention procedure and the method of adopting resolutions for the shareholders' meeting
1. The shareholders’ meetings shall be held in Article 43 in With respect to convening a special According to the description
Taiwan. For shareholders’ meetings to be the Articles of shareholder's meeting on his/their own, it is 2.(3) in Letter Tai-
held outside Taiwan, the shareholders shall Association was not necessary to obtain an approval from the ZhengShang
propose it for resolution in the Board meeting revised according competent authorities under the Company -Zi No. 0991701319 filed on
or report to TWSE for approval in 2 days to the rights of Law of Cayman Islands; therefore, the article is April 13, 2010 by TWSE, the
after the shareholders obtain an approval of shareholders not amended to "after obtaining an approval rights for the minority of
convention from the authorities. except that it is not from the competent authority. shareholder to request
2. Any or plural number of shareholder(s) of necessary to obtain for convening the special
a company who has (have) continuously an approval from shareholders' meeting shall
held three percent (3%) or more of the the competent be established in the Articles
total number of outstanding shares of the authorities before of Association for foreign-
company for a period of one year or longer the shareholders owned published companies
may, by filing a written proposal setting forth convene a special on the condition of no
therein the subjects for discussion and the shareholder’s violation
reasons, request the Board of Directors to meeting on his/ their of local regulations on the
convene a special shareholders’ meeting. If own as stated in the registered place. The part of
the Board of Directors fails to give a notice for left column. the approval for convention
convening a special shareholders’ meeting from the competent
within fifteen (15) days after the filing of the authorities could be deleted.
request under the preceding paragraph, the Therefore, this part of Articles
proposing shareholder(s) may, after obtaining has limited influence of the
an approval from the competent authority, rights of shareholders.
convene a special shareholders’ meeting on
his/their own.
If the proposal involves significant interest of Article 64 and 66(b) 1. As to the method of adopting resolutions Since the difference is
shareholders as below, in the case of a company in the Articles of in the shareholders’ meeting, the special generated from the laws
limited by shares: a resolution adopted, at a Association resolution (special resolution for the of Cayman Islands and the
shareholders’ meeting, by a majority of the with respect to the Laws of Cayman Islands hereinafter) is "Special Resolution"
shareholders present who represent two-thirds alteration of Articles established in Article 1 of the Articles of in rights of shareholders has
or more of the total number of its outstanding of Association in addition to the ordinary been listed in the "Special
shares. If the total number of shares represented Association and the resolutions and special(supermajority) Resolution for Cayman Laws
by the dissolution of the resolutions under the Laws of R.O.C. "or "Special Resolutions", the
shareholders present at shareholders’ meeting is Company. Resolution The Company Laws under Cayman Articles of Association should
not sufficient to meet the criteria specified in the threshold adopts the Islands define that the special resolution have limited influence on the
preceding paragraph, the resolution special resolution of refers to the adoption of a resolution rights of shareholders.
to be made thereto may be adopted by two- Cayman Islands. by at least two thirds of the votes of the
thirds or more of the attending shareholders shareholders present at a meeting of
who represent a majority of the total number of shareholders (including both personal
its outstanding shares: attendance and proxy attendance, if
1. Enter into, amending, or terminating any allowed) if the meeting notice has clear
contract for lease of the company’s business notes that the special resolution will be
in whole, or for entrusted business, or for adopted to make resolutions. However,
regular joint operation with others. the higher percentage of attendance
Transfer the whole or any essential part of its can be designated according to the
business or assets or accept the transfer of Articles of Association and the listed
another’s whole business or assets, which has matters applicable to special resolutions
great bearing on the business operation of can be passed at different percentages
the company. of attendance (but not lower than two
2. Alteration of the Articles of Corporation of the thirds). The difference between the
company. Articles of Association and the Rights of
3. Any modifications or alterations in the Articles Shareholders is that the matters of special
of Incorporation prejudicial to the privileges (supermajority) resolutions in the Rights
of special shareholders shall also be adopted of Shareholders shall be regulated by the
by a meeting of special shareholders. special (supermajority) resolution and
4. Having the whole or a part of the surplus the special resolution under the Laws of
profit distributable as dividends and bonuses Cayman Islands.
distributed in the form of new shares to be
issued by the company.
5. Resolution of dissolution, merger and split-
up.
6. Private placement of valuable securities.
284
Articles of Influence on the rights of
The rights of shareholders Reasons
Association shareholders
2. Under the Laws of Cayman Islands,
alterations of the Articles of Association
285
Articles of Influence on the rights of
The rights of shareholders Reasons
Association shareholders
5. Supervisors shall audit the various statements
and records prepared for submission to
the shareholders’ meeting by the Board of
Directors, and shall make a report of their
findings and opinions at the meeting of
shareholders.
6. The supervisors may appoint, on behalf
of the company, a practicing lawyer and a
certified public accountant to conduct the
examination.
7. Supervisors of a company may attend the
meeting of the Board of Directors to their
opinions. In case the Board of Directors or
any director commits any act, in carrying out
the business operations of the company, in a
manner in violation of the laws, regulations,
the Articles of Incorporation or the resolutions
of the shareholders’ meeting, the supervisors
shall forthwith advise, by a notice, to the
Board of Directors or the director, as the case
may be, to cease such act.
8. Supervisor may each exercise the supervision
power individually.
9. A supervisor shall not be concurrently a
director, a managerial officer or other staff/
employee of the company.
286
Headquarters/1-12F, No.362, Rueiguang Rd., Neihu
District, Taipei City 11492, Taiwan (R.O.C)
886-2-8752-6388