China Motor Corporation 2020 Annual Report (Translation)
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Stock Code:2204 China Motor Corporation 2020 Annual Report (Translation) Printed on March 31, 2021 Notice to Readers The Annual Report have been translated into English from the original Chinese version. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail. I. Information regarding Spokesperson, Deputy Spokesperson Spokesperson: Cheng-Chang Huang Title: Vice President Deputy Spokesperson: Yu-Chun Su Title: General Manager, Corporate Planning Division, China Motor Corporation Tel: 886-3-4783191 Email: [email protected] II. Contact Information of Headquarter, Branch Company and Plant Headquarter Address: 11F., No.2, Sec. 2, Dunhua S. Rd., Da’an Dist., Taipei City 106, Taiwan Tel: 886-2-23250000 Yang Mei Plant Address: No.618, Xiucai Rd., Yangmei Dist.,Taoyuan City 326, Taiwan Tel: 886-3-4783191 Hsin Chu Plant Address: No.2, Guangfu Rd., Hukou Township, Hsinchu County 303, Taiwan Tel: 886-3-5985841 III. Common Share Transfer Agent and Registrar Company: China Motor Corporation Address: 7F., No.150, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City 104, Taiwan Tel: 886-2-25156421 Website: http:// www.china-motor.com.tw IV. Information regarding 2020 Auditors Company: Deloitte & Touche Auditors: Eddie Shao, Ya-Ling Wong Address: 20F, Taipei Nan Shan Plaza, No. 100, Songren Rd., Xinyi Dist., Taipei 11073, Taiwan Tel: 886-2-27259988 Website: http://www.deloitte.com.tw V. Information regarding Depositary: N.A. VI. Corporation Website: http:// www.china-motor.com.tw Table of Contents Report to Shareholders ________________________________________________ 6 Company Overview __________________________________________________ 8 I. Date of Incorporation ··················································································· 8 II. Company History ······················································································· 8 III. Business Results ························································································ 9 IV. Charity Activities ····················································································· 10 Corporate Governance Report _________________________________________ 14 I. Organizational System ··············································································· 14 II. Information on the company’s Directors, President, Executive Vice Presidents, Vice President s, and the Supervisors of all the company’s divisions and branch units ······················· 15 (I) Information on Board of Directors ......................................................................................... 15 (II) Directors’ Professional Expertise and Independence Status ................................................... 27 (III) Information on the Company’s President, Executive Vice Presidents, Vice Presidents, and the Supervisors of all the Company’s divisions and branch units ................................................ 29 (IV) Remuneration paid during the most recent fiscal year to Directors, Independent Directors, the President, and Executive Vice Presidents ............................................................................... 35 (V) Names of the managers allocating employee remuneration and the state of allocations ........ 41 III. The state of the Company’s implementation of corporate governance ························ 42 (I) The state of operations of the Board of Directors ................................................................... 42 (II) Operation of the audit committee ........................................................................................... 44 (III) The state of the Company’s implementation of corporate governance, any variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance................................................................................................... 50 (IV) The Remuneration Committee’s composition and operating status. ...................................... 60 (V) The state of the Company’s performance of social responsibilities, any variance from the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance ...................................................................................... 63 (VI) The state of the Company’s performance in the area of ethical corporate management, any variance from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. ...................................................... 76 (VII) Corporate Governance Guidelines and Regulations ............................................................... 80 (VIII) Other Important Information Regarding Corporate Governance............................................ 80 (IX) Internal Control System .......................................................................................................... 81 (X) Punishment and Improvement Status of Violation Internal Control System during the year 2020 and until 31 March 2021. ........................................................................................................ 83 (XI) Major Resolutions at Shareholder Meetings and Board of Directors Meetings during the year 2020 and until 31 March 2021. ............................................................................................... 83 1 Table of Contents (XII) Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors during the year 2020 and until 31 March 2021 ............................................................................................................................. 85 (XIII) Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate Governance and R&D during the year 2020 and until 31 March 2021 ...... 85 IV. Information Regarding Audit Fees ································································· 85 V. Information for Replacement of CPA ······························································ 87 VI. Chairman, President and Heads of Finance or Accounting who worked in the CPA’s firm or its affiliates ································································································ 88 VII. Changes in Shareholdings of Directors, Managers and Major Shareholders ················· 89 VIII. Relationship among the Top Ten Shareholders ··················································· 91 IX. The total equity stake held in re-invested enterprises by the Company, its Directors, Managers, and any companies controlled directly or indirectly by the Company ························· 92 Information on Capital Raising Activities ________________________________ 93 I. Capital and Shares ···················································································· 93 (I) Source of Capital .................................................................................................................... 93 (II) Type of Stock .......................................................................................................................... 93 (III) Status of Shareholders ............................................................................................................ 93 (IV) Shareholding Distribution Status ............................................................................................ 94 (V) List of Major Shareholders ..................................................................................................... 94 (VI) Market Price, Net Worth, Earnings, and Dividends per Share of the Recent Two Years ....... 95 (VII) Dividend Policy and Implementation Status .......................................................................... 95 (VIII) The Impact of Stock Dividend Issuance on the Company’s Business Performance and Earnings per Share ................................................................................................................................. 96 (IX) Remuneration of employees and Directors ............................................................................. 96 (X) Buy-back of Treasury Stock ................................................................................................... 99 II. Issuance of Corporate Bonds ········································································ 99 III. Issuance of Preferred Stock ·········································································· 99 IV. Issuance of Global Depository Receipts ··························································· 99 V. Issuance of Employee Stock Options and New Restricted Employee Shares ················· 99 VI. Status of New Shares Issuance in Connection with Mergers and Acquisitions ··············· 99 VII. Financing Plans and Implementation ······························································· 99 Operations Overview _______________________________________________ 100 I. Business Activities ··················································································· 100 (I) Business Scope ..................................................................................................................... 100 (II) Industry Overview ...............................................................................................................