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ACCTON — AGM Information 2021
Jul 21, 2021
52018_rns_2021-07-21_c5fca41f-5946-492f-904d-800e5bd8209c.pdf
AGM Information
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Accton Technology Corporation
2021 Annual Shareholders' Meeting Agenda
Meeting time: July 8, 2021 (Thursday) 9:00 a.m.
Meeting venue: No. 1, Creation 3rd Road, Hsinchu Science Park (The Company's outdoor venue)
Quorum : 516,490,619 shares were represented by shareholders in person and by proxy, which are mounted to 92.62% of the Company's 557,628,530 issued and outstanding shares (deducting 2,209,867 shares held by the subsidiary, Accton Investment Corp. (BVI) from the Company's total issued shares of 559,838,397).
Directors present : Kuo, Fai-Long, Lin, Meen-Ron, Du, Heng-Yi, Chang, Chih-Ping, Lin, ShiouLing
Hung,Yao-Chin, Attorney-at-law of Hong Young Law Office
Lin, Cheng-Chih, CPAs of Deloitte & Touche
Chairman : Kuo, Fai-Long Recorder : Hsu, Pei-Chun
- I. Call the Meeting to Order: The Chairman announced that the aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order.
Chairman Remarks: (Omitted)
Report items:
-
(1) Report on the Company's 2020 business. (see Attachment I)
-
(2) Report on the Company's 2020 Audit Committee's Review Report. (see Attachment II)
-
(3) Report on the Company's 2020 employees compensation and directors remuneration distribution.
Explanation:
-
I. On Mar. 11, 2021, the Remuneration Committee resolved on the distribution of remuneration to employees and directors in accordance with the Articles of Association of the Company.
-
II. The Company is expected to allocate NT$779,607,009 to employees' compensation, and NT$45,000,000 to directors' remuneration.
-
III. The Company intended to pay all aforementioned compensation for employees and remuneration for directors in cash; the receivers of remuneration for employees shall include the employees of the subordinated companies of the Company who meet certain conditions.
-
IV. The distribution of employees' compensation and directors' remuneration were submitted to the shareholders' meeting after the adoption of the Board resolution on Mar. 18, 2021.
II. Proposals
Case 1 [Proposed by the Board of Directors]
Proposal: Adoption of the 2020 Business Report and Financial Statements of the Company.
Explanation:
-
1.The Company's 2020 Business Report and Financial Statements were audited by Cheng-Chih Lin and Yu-Feng Huang, CPAs of Deloitte & Touche, and reviewed by the Audit Committee and approved by the Board of Directors on Mar. 18, 2021.
-
2.For the 2020 Business Report, Independent Auditors' Report, and Financial Statements were attached hereto as Attachments I, III and IV.
-
3.Please adopt the proposal.
Resolution : that the above proposal be and hereby was approved as proposed, with a total number of 516,486,619 voting rights.
| Voting Results Total represented share (includingvotes cast electronically) |
Voting Results Total represented share (includingvotes cast electronically) |
|---|---|
| Votes in favor: 443,454,976 votes (85.85 % of the total voting rights) |
|
| Votes against: 1,992 votes |
|
| Votes invalid: 0 votes |
|
| Votes abstained: | 73,029,651 votes |
Case 2 [Proposed by the Board of Directors]
Proposal: Adoption of the proposal for distribution of 2020 earnings of the Company.
Explanation: According to the Articles of Association, the distribution of earnings for 2020 is set out below:
-
In 2020, the undistributed earnings of the Company at beginning of the period was NT$1,159,216,447; the net profit after tax was NT$5,048,352,605; the re-measurement of defined benefit plan recognized in the retained earnings was NT$3,906,665.
-
In accordance with the law, 10% was appropriated for statutory surplus reserve of NT$504,444,594 and the special surplus reserve of NT$65,023,450 was revolved. The distributable earnings of this period was NT$5,764,241,243 (details in the following surplus distribution table).
-
Taking into full account the capital requirements for building of Chupei AI Park and related equipment, it is proposed to distribute a cash dividend of NT$3,636,538,081, NT$6.5 per share, resulting in an undistributed surplus of NT$2,127,703,162 at the end of the distribution period.
-
The shareholders' bonus calculated in the earnings distribution table shall be authorized by the shareholders' meeting to the board of directors to pay the total shareholders bonus in accordance with the resolution on this earnings distribution if the Company purchases its shares or transfers its treasury shares or issues new shares due to the exercise of employee warrants before the date of the distribution of shareholders' bonus, where there is a change in the number of shares circulated in the market on the basis day of dividend distribution to shareholders, the dividend rate of shareholders shall be adjusted according to the actual number of shares circulated in the market on the basis day of bonus distribution.
-
Once the shareholders' cash dividend is approved by the shareholders' meeting, the Board of Directors will set another base date for the dividend, and the part of the cash dividend which is less than NT$1 shall be transferred to the employee welfare committee of the Company according to the amount of the cash dividend distributed based on the shareholders' shareholding.
-
The proposal has been reviewed and approved by the Audit Committee and approved by the Board of Directors in accordance with the law and submitted to the Shareholders' Meeting for adoption.
-
Please adopt this proposal.
Accton Technology Corporation
2020 Earning Distribution Table
Unit: NTD
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----- Start of picture text -----
Undistributed earnings at beginning of the period 1,159,216,447
Plus:
Remeasurement of defined benefit plans recognized in
(3,906,665)
retained earnings
Net income after tax for the current period 5,048,352,605
Undistributed earnings for the current period 6,203,662,387
Less:
Appropriation of statutory surplus reserve (504,444,594)
Add:
Reversal of special surplus reserve 65,023,450
Distributable earnings for the current period 5,764,241,243
Distribution items:
Shareholders' dividends - cash (NT$6.50 per share) 3,636,538,081
Unappropriated retained earnings at the end of period 2,127,703,162
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Chairman: Kuo, Fai-Long Manager: Edgar Masri Accounting Supervisor: Lin, Meen-Ron
Resolution : that the above proposal be and hereby was approved as proposed, with a total number of 516,486,619 voting rights.
| number of 516,486,619 voting rights. | number of 516,486,619 voting rights. |
|---|---|
| Voting Results Total represented share (includingvotes cast electronically) |
|
| Votes in favor: 442,964,351 votes (85.76 % of the total voting rights) |
|
| Votes against: 695,003 votes |
|
| Votes invalid: 0 votes |
|
| Votes abstained: | 72,827,265 votes |
III. Election Matters (Proposed by the Board of Directors)
Proposal: Election of the Company's 12th directors (including independent directors).
Explanation:
-
The term of service of the Company's 11th director will expire on June 12, 2021. The reelection shall be conducted according to the laws at the Annual Shareholder's Meeting.
-
9 directors (including 6 independent directors) shall be elected. The term of service shall be three years, from Jun. 17, 2021 to Jun. 16, 2024. The term of service for the present directors will terminate at the end of this Annual Shareholders' Meeting.
-
Elections of the Company’s directors shall be conducted in accordance with the candidate nomination system set out in the Articles of Association and Article 192-1 of the Company Act.
-
List of director candidates (including independent directors) is as follows:
Accton Technology Corporation
List of director candidates (3 directors and 6 independent directors)
| Accton Technology Corporation List of director candidates(3 directors and 6 independent directors) |
Accton Technology Corporation List of director candidates(3 directors and 6 independent directors) |
Accton Technology Corporation List of director candidates(3 directors and 6 independent directors) |
Accton Technology Corporation List of director candidates(3 directors and 6 independent directors) |
Accton Technology Corporation List of director candidates(3 directors and 6 independent directors) |
Accton Technology Corporation List of director candidates(3 directors and 6 independent directors) |
|---|---|---|---|---|---|
| Category Name Academic Background Experiences Current Position Shareholdi ngs (Unit: Share) |
|||||
| Kuan Xin | |||||
| Director Investment N/A N/A N/A 7,070,000 |
|||||
| Corp. | |||||
| • Chairman of Accton |
|||||
| Technology Co., Ltd. | |||||
| • Associate |
• Chairman of E-Direct |
||||
| Huang, | MBA, Peking | head of Accton | Corp. | ||
| Director | 493,379 | ||||
Kuo-Hsiu |
University |
Technology | • Chairman of MuXi |
||
Corporation |
Technology Co., Ltd. | ||||
| • Director of Accton |
|||||
| TechnologyCorporation |
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Chairman of Chien Shun
Trading Co., Ltd.
Chairman of Wan Yuan
Textiles Co., Ltd.
Chairman of Chong Tai
Transportation Co., Ltd.
Chairman of Ting Fang
Investment Co., Ltd.
Chairman of Valley View
Industrial Co., Ltd.
Chairman of Ting Chien
Co., Ltd.
Chairman of Ting Sing
Co., Ltd.
Supervisor of The World
Ting Sing Chairman of Champion Co., Ltd.
MBA, the Board of Supervisor of Tai Ve
Co.,Ltd.
Director University of Wanyuan Corporation 2,351,562
Representative: Hawaii Textile Co., Supervisor of Summit
Du, Heng-Yi Ltd. Packing Industrial Co., Ltd.
Director of Ve Wong Co.,
Ltd.
Director of South China
Insurance Co., Ltd.
Director of Taiwan Secom
Co., Ltd.
Director of The
Ambassador Hotel Co., Ltd.
Director of Fujitec Taiwan
Co., Ltd.
Director of Toray
International Taipei Inc. Co.,
Ltd.
Director of Accton
Technology Corporation
National
CEO of
Independent Huang, Chiao Tung
Deloitee & None 0
Director Shu-Chieh University
Touche Taiwan
EMBA
Acting
M.D.
Superintendent
Kaohsiung Editor-in-Chief, Journal
Independent , Taipei
Lee, Fa-Yauh Medical of the Chinese Medical 0
Director Veterans
University, Association
General
Taiwan
Hospital
Citibank
Chairman of Cathay
Taipei –
United Bank Co., Ltd.
Deputy
General Chairman of Cathay
MBA,Baruch Manager United Bank(China)
Independent Kuo, College,City Chase Limited
0
Director Ming-Jian University of Manhattan Independent Director of
New York Bank – Huali Industrial Group
Managing Company Limited
Director Director of Cathay
H&Q Asia Holdings
Pacific (Hong
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Kong) Limited Director of Samson
–Managing Holding Ltd.
Director Director of Far East
Blackstone Horizon Limited
Group (HK)
Juristic person director
Limited – Vice
of Cathay General
Chairman
Hospital
Zoyi Capital
Ltd. - Director Director of Longchen
Paper Co., Ltd.
Director of Cathay
Private Equity Co., Ltd.
Director of Taiwan Farm
Industry Co., Ltd.
Director of Cathay
Charity Foundation
Director of Cathay
Securities Investment
Trust Co., Ltd.
Independent Director of
Osaka OMRON Corporation
University ITOCHU Independent Director of
Independent Eizo
Bachelor of Corporation JAPAN AIRLINES 0
Director Kobayashi
Solid State Chairman Independent Director of
Physics JAPAN EXCHANGE
GROUP,INC.
Founder &
CEO of
Volterra
SVP/GM,
Contrail &
Appformix of
Stanford
Juniper
University
Independent Network Sr VP of F5
Ankur Singla M.S., 0
Director Board of Networks,Inc.
Electrical
Directors of
Engineering
Right
Relevance,Inc.
Founder &
CEO of
Contrail
Systems
Founder of
Galileo
Director of
Technologies
DustPhotonics
Technion- Founder and
Director of Quantum
Israel CEO of
Machines
Institute of Annapurna
Independent Avigdor Chairman of Xsight
Technology Labs 0
Director Willenz Labs
B.Sc., Founder and
Director of Proteantecs
Electrical Chairman of
Ltd
Engineering Habana Labs
Director of Empow
Founder and
Cyber Security Ltd.
Chairman of
Lightbits Labs
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Supplementary explanation: Pursuant to “The Related Postponement Measures of the Listing Company’s Annual Shareholder’s Meeting during the Pandemic” announced by Financial Supervisory
Commission, the Annual Shareholders’ Meeting is postponed to July 8th, 2021, was originally intended to be held on June 17th, 2021. Accordingly, the term of each 12th-term director will be amended from July 8th , 2021 to July 7th, 2024.
5.Please adopt this proposal.
Election results:
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Account
Title Acconut (Name) Elected Votes
Number
Director 24318 Kuan Xin Investment Corp. 424,151,594
Independent
19560* Avigdor Willenz 414,856,026
Director
Independent
19490 Eizo Kobayashi 414,707,015
Director
Independent
19770 Ankur Singla 414,307,574
Director
Ting Sing Co., Ltd.
Director 192084 413,861,872
Representative : Du, Heng-Yi
Independent
F1221 Kuo,Ming-Jian 413,306,039
Director
Independent
B1203 Huang, Shu-Chieh 412,807,014
Director
Independent
A1043 Lee,Fa-Yauh 412,607,015
Director
Director 712 Huang, Kuo-Hsiu 412,212,445
*----- End of picture text -----
IV.Discussions (Proposed by the Board of Directors)
Proposal: Cancellation of the non-competition restriction on the Company’s new directors and their representatives is submitted for resolution.
Explanation:
-
Pursuant to Article 209 of the Company Act, "A Director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval."
-
In response to the Company’s business needs, the directors of the Company are often assigned to assume directorship in related companies and other companies that are in line with or similar to the Company’s business operations. Therefore, it is hereby proposed to cancel the non-competition restriction on the Company’s new directors and their representatives, which is submitted for resolution at the Annual Shareholder's Meeting.
-
As the Company adopts a candidate nomination system for the election of its directors
and independent directors, and in order to facilitate shareholders' exercise of their voting rights electronically, the Company discloses the list of directors and independent directors for which the non-compete clause has bee lifted below.
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Category Name of Candidate Concurrent Position Held
Chairman of Accton Technology Co., Ltd.
Chairman of E-Direct Corporation
Director Huang, Kuo-Hsiu
Chairman of MuXi Technology Co., Ltd.
Director of Edgecore Networks Singapore Pte Ltd
Chairman of Chien Shun Trading Co., Ltd.
Chairman of Wan Yuan Textiles Co., Ltd.
Chairman of Chong Tai Transportation Co., Ltd.
Chairman of Ting Fang Investment Co., Ltd.
Chairman of Valley View Industrial Co., Ltd.
Chairman of Ting Chien Co., Ltd.
Chairman of Ting Sing Co., Ltd.
Ting Sing Co., Ltd.
Supervisor of The World Champion Co., Ltd.
Director Representative:
Supervisor of Tai Ve Corporation
Du, Heng-Yi Supervisor of Summit Packing Industrial Co., Ltd.
Director of Ve Wong Corporation
Director of South China Insurance Co., Ltd.
Director of Taiwan Secom Co., Ltd.
Director of The Ambassador Hotel Co., Ltd.
Director of Fujitec Taiwan Co., Ltd.
Director of Toray International Taipei Inc.
Chairman of Cathay United Bank Co., Ltd.
Chairman of Cathay United Bank (China) Limited
(Has expired before today)
Director of Longchen Paper & Packaging Co.,
Ltd.
Director of Cathay Holdings
Director of Cathay Private Equity Co., Ltd.
Independent
Kuo, Ming-Chien Director of Taiwan Farm Industry Co., Ltd.
Director
(Resigned before expiration today)
Director of Cathay Securities Investment Trust
Co., Ltd.
Director of Far East Horizon Limited
Director of Samson Holding Ltd.
Independent Director of Huali Industrial Group
Company Limited
Independent Director of OMRON Corporation
Independent Director of JAPAN AIRLINES
Independent
Eizo Kobayashi Independent Director of JAPAN EXCHANGE
Director
GROUP,INC.
Director emeritus of ITOCHU Corporation
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Independent
Ankur Singla Sr VP of F5 Networks,Inc.
Director
Director of DustPhotonics
Director of Quantum Machines
Independent
Avigdor Willenz Chairman of Xsight Labs
Director
Director of Proteantecs Ltd
Director of Empow Cyber Security Ltd.
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- Submitted for resolution.
Resolution : that the above proposal be and hereby was approved as proposed, with a total number of 516,490,619 voting rights.
| number of 516,490,619 voting rights. | number of 516,490,619 voting rights. |
|---|---|
| Voting Results Total represented share (includingvotes cast electronically) |
|
| Votes in favor: 437,639,002 votes (84.73 % of the total voting rights) |
|
| Votes against: 52,630 votes |
|
| Votes invalid: 0 votes |
|
| Votes abstained: | 78,798,987 votes |
V.Extemporary Motions
VI.Adjournment : Meeting adjourned: 9:41 am.
**In case of any discrepancy between the English and Chinese version of those minutes of 2020 Annual General Shareholders’ Meeting of Accton Technology Corporation, the Chinese version shall prevail.
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------------------------------------------ --------------------------------------Kuo, Fai-Long Hsu, Pei-Chun Chairman Recorder
Attachments
【 Attachment 1 】
Accton Technology Corporation
2020 Business Report
Thanks to all shareholders for your love and support for Accton in the past year, and we show our great gratitude. Report is hereby made related to the summary of Accton's business conditions as of 2020 and business plans for 2021.
1. 2020 Business Results
- (1) Implementation and Results of the 2020 Business Plan
In 2020, the Company's consolidated revenue was NT$54.463 billion, a decrease of about 1.7% over the previous year, and consolidated net profit after tax was NT$5.048 billion, an increase of about 2% over the previous year. In terms of revenue distribution in various product lines, the network switch accounted for 71% of the total revenue, the network application equipment accounted for 14% of revenue, the network access equipment accounted for 9% of revenue, and the wireless network equipment accounted for 2% of revenue.
Looking forward to the future, with the Company mastering the core technology of the new era of network communication and under the product layout of the accelerating computing technology, the overall revenue will continue to grow with the increasing demand for information application and network infrastructure.
- (2) Budget Execution Status
In 2020, revenue and profit were above the Company's internal objectives.
- (3) Analysis of Financial Income and Expenditure and Profitability
The consolidated revenue for the whole year 2020 was NT$54.463 billion, a decrease of about 1.7% over the previous year; the consolidated gross margin of the whole year was 21%; the consolidated net profit after tax was NT$5.048 billion, equivalent to the consolidated net profit after tax per share of NT$9.07.
- (4) Research and Development Status
The Company will continue to invest in the innovation of cutting-edge technology for hardware and software of network communication, and the key R&D for 2020 are as follows:
-
1.Invest in the development of Open Network switches and router products, cooperate with internationally renowned software partners and open software to provide cloud computing solutions. We also actively participate in the operation and cooperation of open technology development platforms, including OCP (Open Compute Project), TIP (Telecom Infrastructure Project), ONF (Open Networking Foundation) and other important open technology structural platforms, and participate in the development of various open structural technologies, such as SONiC (Software for Open Network in the Cloud)/DENT.
-
2.Leading in the industry with the mass production of Hyper Scale Data Center high-density 100G/400G and 800G switches.
-
3.Leading in the development of high-density 200G/600G fiber optic transmission productions that provides connections between data centers, fulfilling the transmission demand between data centers.
-
4.Leading in the development of action reversal Cell Site Router and convergence routers and other telecom-grade products so that the open network conforms to the 5G architecture.
-
5.Leading in the development of SD-WAN products.
-
6.Leading in the development of 50G/200G EBOF products.
-
7.Leading in the development of programmable switch products integrating server functions.
-
8.Leading in the development of optical module switch products.
-
9.Development of millimeter wave wireless high-speed transmission technology with the Wi-Fi wireless communication technology, mass production of 2.5Gbps point-to-point and point-to-multipoint transmission products, as well as the tri-band omni base station with a transmission rate of 10Gbps, providing a new generation of high-speed wireless network access solutions.
-
10.Development in wireless network technology, including 5G and Wi-Fi6 and other newly developed wireless network technology products.
-
11.R&D of 100G smart network card, establish a virtual server network and provide server network offload function to significantly improve the overall computing efficiency.
-
12.Mass production of the artificial intelligence (AI) inferencing acceleration card, which provides deep learning clustering calculation function required by the data center to be utilized in AI calculation of massive data.
-
13.In response to the growth of the Company's business and the actual demand of the overall market expansion, the Company established the Accton Zhunan Plant to expand the production capacity of the production base in Taiwan, improve the quality of manufacturing technology and invest in the upgrade of process automation and capacity optimization. Cloud and AI technology are utilized to connect the production machinery cluster and reach the production quality and manufacturing efficiency of intelligent manufacturing.
2. Summary of Business Plan for the Current Year
-
(1) Operating Strategies
-
Focus on IT infrastructure industry, develop highly-integrated and high-value product solutions.
-
Master core technology, strengthen product innovation, expand technical frontiers, and strengthen brand access.
-
Enhance R&D and business innovative energy to establish global and domestic competitiveness.
-
Continue to enhance the operation efficiency of the supply chain, improve production capacity in accordance with the circumstances, enhance overall operation efficiency, and establish operation capacity for the global structure.
-
Strengthen strategic partnerships and promote industrial ecosystems to provide diversified integration solutions and professional after-sales service for customers.
-
Continuous efforts to provide professional OEM/ODM services and brand sales in parallel, and to provide high-quality products in response to market demand.
-
(2) Production and Sales Policies
We have taken many actions to expand, protect and diversify our supply chain, to meet the
increasingly rigorous network safety requirements of customers and partners. We have seen potential opportunities for development in emerging markets such India, which also attracts the interest and willingness of customers.
The current production and sales policy is as follows:
-
Strengthen supply chain and improve production capacity, dynamically adjust production capacity in response to customer demand.
-
In response to open platform business opportunities, participate in relevant international social media network communication organizations.
-
Cultivate international large customers and establish a multi-point international production, sales and after-sales service system.
-
Prospective investment in new technologies and development of new high-value customers.
3. Future Development Strategies of the Company
To increase revenue and profitability, Accton’s main development strategies are as follows:
-
Corporate and telecom network customers
-
(a) Provide high-efficiency, high-quality products and services; maintain technological leadership.
-
(b) Strengthen cooperation and partnership strategies to jointly develop new markets, continuously improve operation and strive for the best profits.
-
(c) Provide network equipment that fulfills the future mobile broadband and fixed network requirements in conjunction with chip manufacturers, software developers, solution providers and telecommunication network service operators.
-
Hyper Scale Data Center Customers
-
(a) For Hyper Scale Data Center customers demands, advanced network products equipped with backbone transmission in line with open network architecture and software defined network specifications will be launched.
-
(b) Strengthen the software and hardware platform, provide a friendly software development environment, actively participate in the software open source community and provide open source program testing services.
-
Wireless Network Technology Integration Solutions
-
(a) Strengthen the management of wireless network platform and access control options to meet the needs of timeliness, security and simplified operation and maintenance of various wireless applications.
-
(b) Utilize different radio frequency technologies such as 802.11ax, 802.11ay and 5G NR, the development of wireless network connection products will be completed, and a complete network coverage scheme will be provided.
-
Network Applications and Accelerator Products
-
Develop network function virtualization server to meet the application demands of Edge Computing and SD-WAN. Continue to launch high-performance network uninstallation, information security, data storage and artificial intelligence computing accelerator products.
-
Solutions for Internet of Things Application Integrate IoT application technology, use broadband, mobile/wireless technology, cloud computing technology to develop solutions for artificial intelligence and automation.
-
Improving quality and productivity; strengthening production flexibility and delivery efficiency (a) Increase overall production capacity and local production allocation in response to market and customer demand.
-
(b) Implement customer-oriented supply chains, optimize product production process, and
implement production line intelligence.
-
(c) Implementing QMS (quality management system) feedback management. Improve product planning quality, shorten product development cycle, improve customer satisfaction with high efficiency.
-
(d) Developing excellent strategic suppliers and producing standard parts and materials to ensure diversified supply and stable delivery.
4. Impact of External Competition, Legal Environment and Overall Business Environment
With the global 5G mobile broadband network being built one after another, the demand for network broadband is growing rapidly, cloud applications are increasing continuously. In addition, demand for rapid and secured application services will drive the innovation and business opportunities of network telecommunication equipment. For the future trends in artificial intelligence and the Internet of Things, open architecture and software defined IT will also require a large amount of integrated network equipment, which will drive the next wave of business opportunities. However, the rise of international protectionism and the increasing demand for localization and autonomy of countries will also create new operational challenges and risks. A more flexible global operation strategy shall be adopted to mitigate the risks. Affected by COVID19, many existing and potential customers cannot pay visits in person during the outbreak, we set out to carry out a series of activities, show our headquarters and manufacturing plants through video and community media, introduce Accton to new customers around the world and ensure that existing customers are not affected by the epidemic. Meanwhile, we provide local customers, partners and employees with a safe conference and interaction environment. The most important thing is that by virtue of our products, cloud and telecommunication partners can provide smooth communication between the company and the team in the blocked state.
We sincerely thank all shareholders for their long-term support and recognition. Our management team and staff will continue to work hard to create higher business value for all shareholders.
We wish all shareholders good health, increasing fortune and wisdom, best of luck and happiness.
Chairman: Kuo, Fai-Long Manager: Edgar Masri Accounting Supervisor: Lin, Meen-Ron
【 Attachment 2 】
Accton Technology Corporation
2020 Audit Committee's Review Report
The Board of Directors has prepared and submitted the Company's 2020 Business Report, Financial Statements, and Earnings Distribution Table, among which the financial statements were audited and completed by Deloitee & Touche, and an audit report was issued. The aforementioned business reports, financial statements, and earnings distribution table have been examined by the Audit Committee and found to be consistent. Please review them in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Sincerely,
2021 Annual Shareholders' Meeting of Accton Technology Corporation
Convener of Audit Committee: Lin, Shiou-Ling
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Mar. 18, 2021
【 Attachment 3 】
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Accton Technology Corporation
Opinion
We have audited the accompanying financial statements of Accton Technology Corporation (the “Company”) which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters identified in the Company’s financial statements for the year ended December 31, 2020 are stated as follows:
Revenue recognition
For the year ended December 31, 2020, the Company’s net operating revenue was NT$51,270,498 thousand. Refer to Notes 4 and 22 to the financial statements for the detailed information on accounting policies on revenue.
We evaluated that the operating revenue of some of the major customers of the Company which have grown significantly compared to 2019. Therefore, we considered the occurrence of operating revenue as a key audit matter.
Our audit procedures performed in respect of the above key audit matter included the following:
-
We obtained an understanding of the internal control design and operating procedures regarding the sales transaction cycle, and we assessed the effectiveness of the internal control operations.
-
We selected appropriate samples from sales and inspected that purchase orders and delivery orders were consistent with invoices.
-
We selected samples of revenue details and confirmed that actual receipts and certificate of remittances were consistent with the recorded amount; we examined relevant documents and checked the credit period of receivables that had not been received.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Cheng Chih Lin and Yu Feng Huang.
==> picture [158 x 40] intentionally omitted <==
Deloitte & Touche Taipei, Taiwan Republic of China March 18, 2021
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
ACCTON TECHNOLOGY CORPORATION
BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 30) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 30) Financial assets at fair value through other comprehensive income - current (Notes 4, 8 and 30) Financial assets at amortized cost - current (Notes 4, 9 and 30) Notes and Trade receivables, net (Notes 4, 5 and 10) Receivables from related parties (Notes 4, 5 and 31) Other receivables (Notes 4 and 10) Other receivables from related parties (Notes 4 and 31) Inventories (Notes 4, 5 and 11) Prepayments (Note 16) Other current assets (Note 16) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 30) Investments accounted for using the equity method (Notes 4, 12 and 31) Property, plant and equipment (Notes 4, 13 and 31) Right-of-use assets (Notes 4 and 14) Intangible assets (Notes 4, 15 and 31) Deferred tax assets (Notes 4 and 24) Prepayments for equipment Refundable deposits (Note 30) Other non-current assets - other (Notes 16 and 32) Total non-current assets TOTAL |
2020 Amount % $ 2,302,876 7 1,915,657 6 136,947 - 2,824,364 9 6,426,497 20 4,385,603 14 286,027 1 455,781 1 5,440,371 17 133,637 - 4,940 - 24,312,700 75 95,301 - 6,227,319 19 1,132,928 4 477,705 2 70,933 - 74,915 - 19,573 - 41,826 - 27,773 - 8,168,273 25 $ 32,480,973 100 |
2019 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 3,382,500 11 Contract liabilities - current (Notes 4 and 22) Trade payables 315,232 1 Trade payables to related parties (Note 31) Bonuses to employees and directors (Note 23) 123,235 - Payables to machinery and equipment (Note 30) 4,103,392 14 Other payables (Note 18) 4,162,120 14 Other payables to related parties (Note 31) 3,782,379 13 Current tax liabilities (Notes 4 and 24) 80,806 - Provisions - current (Notes 4 and 19) 1,013,925 3 Lease liabilities - current (Notes 4 and 14) 5,059,526 17 Deferred revenue - current (Notes 17 and 27) 102,990 - Refund liabilities - current (Note 22) 6,186 - Total current liabilities 22,132,291 73 NON-CURRENT LIABILITIES Long-term borrowings (Notes 17 and 27) Lease liabilities - non-current (Notes 4 and 14) 89,731 1 Deferred revenue - non-current (Notes 17 and 27) 6,320,171 21 Net defined benefit liabilities - non-current (Notes 4 and 20) 894,509 3 Guarantee deposits (Note 30) 521,032 2 Other non-current liabilities (Note 12) 49,263 - 46,294 - Total non-current liabilities 73,028 - 24,050 - Total liabilities 22,000 - EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 21 8,040,078 27 and 26) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity $ 30,172,369 100 TOTAL |
2020 Amount % $ 914,356 3 5,786,272 18 5,204,304 16 852,827 3 79,927 - 1,896,544 6 150,679 - 1,295,338 4 81,224 - 91,079 - 11,075 - 16,605 - 16,380,230 50 1,163,470 4 378,908 1 48,094 - 29,115 - 816 - - - 1,620,403 5 18,000,633 55 5,594,564 17 824,883 3 1,843,206 6 538,244 1 6,203,663 19 8,585,113 26 (473,221) (1) (50,999) - 14,480,340 45 $ 32,480,973 100 |
2019 | ||||
|---|---|---|---|---|---|---|---|---|
| Amount % $ 542,726 2 4,787,686 16 6,937,837 23 743,421 2 123,867 - 1,759,399 6 165,477 1 749,646 3 44,380 - 79,771 - 8,317 - 3,179 - 15,945,706 53 920,639 3 429,941 2 44,044 - 26,809 - 816 - 4,027 - 1,426,276 5 17,371,982 58 5,580,514 18 805,715 3 1,348,157 4 307,492 1 5,347,752 18 7,003,401 23 (538,244) (2) (50,999) - 12,800,387 42 $ 30,172,369 100 |
The accompanying notes are an integral part of the financial statements.
ACCTON TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 22 and 31) OPERATING COSTS (Notes 4, 11, 20, 23 and 31) GROSS PROFIT (UNREALIZED) REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES (Note 4) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 4, 10, 20, 23 and 31) Selling and marketing General and administrative Research and development Expected credit loss Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES (Notes 4, 12, 23 and 31) Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 24) NET INCOME FOR THE YEAR |
2020 Amount % $51,270,498 100 41,613,889 81 9,656,609 19 (189,840) (1) 9,466,769 18 973,777 2 1,145,101 2 1,591,873 3 9,934 - 3,720,685 7 5,746,084 11 61,338 - 98,986 - (112,737) - (28,635) - 340,197 1 359,149 1 6,105,233 12 1,056,880 2 5,048,353 10 |
2019 | ||
|---|---|---|---|---|
| Amount % $49,953,689 100 41,812,113 84 8,141,576 16 101,255 - 8,242,831 16 1,245,650 2 977,931 2 1,414,273 3 - - 3,637,854 7 4,604,977 9 69,311 - 74,702 - (110,873) - (13,213) - 1,176,626 3 1,196,553 3 5,801,530 12 851,035 2 4,950,495 10 (Continued) |
ACCTON TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (Notes 4, 20 and 21) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investment in equity instruments at fair value through other comprehensive income Share of the other comprehensive loss of subsidiaries accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 25) Basic Diluted |
2020 Amount % $ (3,907) - 13,712 - 13,042 - 38,269 - 61,116 - $ 5,109,469 10 $ 9.07 $ 8.98 |
2019 | ||
|---|---|---|---|---|
| Amount % $ (10) - 13,913 - (986) - (219,425) - (206,508) - $ 4,743,987 10 $ 8.91 $ 8.76 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
ACCTON TECHNOLOGY CORPORATION
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 Disposal of investments in equity instruments designated as at fair value through other comprehensive income Other changes in capital surplus Cash dividends received by subsidiaries from parent company Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 Share-based payment arrangements BALANCE AT DECEMBER 31, 2019 Other changes in capital surplus Cash dividends received by subsidiaries from parent company Appropriation of 2019 earnings Legal reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 Share-based payment arrangements BALANCE AT DECEMBER 31, 2020 |
Equity Attributable to Owners of the Company | Equity Attributable to Owners of the Company | Equity Attributable to Owners of the Company | Equity Attributable to Owners of the Company | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital $ 5,575,899 - - - - - - - - 4,615 5,580,514 - - - - - - - 14,050 $ 5,594,564 |
Capital Surplus $ 795,148 - 8,836 - - - - - - 1,731 805,715 15,683 - - - - - - 3,485 $ 824,883 |
Retained Earnings | Unappropriated Earnings $ 2,952,758 23,717 - (295,245) (53,817) (2,230,684) 4,950,495 528 4,951,023 - 5,347,752 - (495,049) (230,752) (3,462,734) 5,048,353 (3,907) 5,044,446 - $ 6,203,663 |
Other Equity Unrealized Gain Exchange (Loss) on Differences on Financial Assets Translating at Fair Value the Financial Through Other Statements of Comprehensive Foreign Operations Income $ (273,183) $ (34,308) - (23,717) - - - - - - - - - - (219,425) 12,389 (219,425) 12,389 - - (492,608) (45,636) - - - - - - - - - - 38,269 26,754 38,269 26,754 - - $ (454,339) $ (18,882) |
Treasury Shares $ (50,999) - - - - - - - - - (50,999) - - - - - - - - $ (50,999) |
Total $ 10,271,902 - 8,836 - - (2,230,684) 4,950,495 (206,508) 4,743,987 6,346 12,800,387 15,683 - - (3,462,734) 5,048,353 61,116 5,109,469 17,535 $ 14,480,340 |
||||
| Exchange Differences on Translating the Financial Statements of Foreign Operations $ (273,183) - - - - - - (219,425) (219,425) - (492,608) - - - - - 38,269 38,269 - $ (454,339) |
||||||||||
| Legal Reserve $ 1,052,912 - - 295,245 - - - - - - 1,348,157 - 495,049 - - - - - - $ 1,843,206 |
Special Reserve $ 253,675 - - - 53,817 - - - - - 307,492 - - 230,752 - - - - - $ 538,244 |
The accompanying notes are an integral part of the financial statements.
ACCTON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Expected credit loss Net (gain) loss on fair value changes of financial assets designated as at fair value through profit or loss Finance costs Interest income Dividend income Dividends received from investments accounted for using equity method Share of profit of subsidiaries and associates Gain on disposal of property, plant and equipment Loss on disposal of subsidiary (Reversal) write-downs of inventories Unrealized (realized) gain on transactions with subsidiaries Unrealized (gain) loss on foreign currency exchange Amortization of grant revenue Loss on lease modification Changes in operating assets and liabilities Notes and trade receivables, net Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Contract liabilities Trade payables Trade payables to related parties Other payables Other payables to related parties Provisions Refund liabilities Net defined benefit liabilities Cash generated from operations Interest paid Income tax paid Net cash generated from operating activities |
2020 2019 $ 6,105,233 $ 5,801,530 399,201 261,001 35,318 27,855 9,934 - (10,968) 15,295 28,635 13,213 (61,338) (69,311) (8,138) (8,937) 513,662 501,891 (340,197) (1,176,626) (326) (806) - 49 (36,410) 125,778 189,840 (101,255) (46,734) 110,869 (10,761) - - 231 (2,255,387) 1,148,715 (817,980) (373,633) (215,102) (4,744) 584,030 209,426 (344,435) (1,517,625) (30,647) (5,929) (4,527) (2,557) 371,630 211,684 981,266 1,846,327 (1,830,862) (288,686) 304,064 1,386,399 (14,116) (37,665) 36,844 (99,172) 13,426 (20,190) (1,601) (532) 3,543,554 7,952,595 (13,225) (13,152) (539,809) (446,081) 2,990,520 7,493,362 (Continued) |
|---|---|
ACCTON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Net cash outflow on acquisition of subsidiaries Net cash inflow on disposal of subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Interest received Dividends received Net cash used in from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Guarantee deposits refunded Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Employee share options Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 $ - - (9,608,934) 10,887,962 (3,890,000) 2,294,973 - - (526,466) 1,056 (17,776) (56,988) 68,279 8,138 (839,756) 2,700,000 (2,700,000) 345,000 (100,000) - (99,095) (3,462,734) 17,535 (3,299,294) 68,906 (1,079,624) 3,382,500 $ 2,302,876 |
2019 $ (1,041) 35,857 (4,087,480) - (2,260,000) 1,946,764 (35,316) 5 (651,528) 1,029 (11,762) (44,733) 56,892 8,937 (5,042,376) 100,000 (100,000) 1,073,000 (100,000) (10) (73,934) (2,230,684) 6,346 (1,325,282) (250,999) 874,705 2,507,795 $ 3,382,500 |
|---|---|---|
The accompanying notes are an integral part of the financial statements. (Concluded)
【 Attachment 4 】
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Accton Technology Corporation
Opinion
We have audited the accompanying consolidated financial statements of Accton Technology Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2020 are stated as follows:
Revenue recognition
For the year ended December 31, 2020, the Group’s net operating revenue was NT$54,462,872 thousand. Refer to Notes 4 and 24 to the consolidated financial statements for detailed information on accounting policies on revenue.
We evaluated the operating revenue of some of the major customers of the Company and its subsidiaries,
which have grown significantly compared to 2019. Therefore, we considered the occurrence of operating revenue as a key audit matter.
Our audit procedures performed in respect of the above key audit matter included the following:
In response to the above key audit matter, we performed the following procedures:
-
We obtained an understanding of the internal control design and operating procedures regarding the sales transaction cycle, and we assessed the effectiveness of the internal control operations.
-
We selected appropriate samples from sales and inspected that purchase orders and delivery orders were consistent with invoices.
-
We selected samples of revenue details and confirmed that actual receipts and certificate of remittances were consistent with the recorded amount; we examined relevant documents and checked the credit period of receivables that had not been received.
Other Matter
We have also audited the parent company only financial statements of the Group as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
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.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
The engagement partners on the audits resulting in this independent auditors’ report are Cheng Chih Lin and Yu Feng Huang.
==> picture [185 x 47] intentionally omitted <==
Deloitte & Touche Taipei, Taiwan Republic of China
March 18, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
ACCTON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 32) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 32) Financial assets at fair value through other comprehensive income - current (Notes 4, 8 and 32) Financial assets at amortized cost - current (Notes 4, 9 and 32) Notes and trade receivables, net (Notes 4, 5 and 10) Trade receivables from related parties (Notes 4, 5 and 33) Other receivables (Notes 4, 10 and 26) Other receivables from related parties (Notes 4 and 33) Inventories (Notes 4, 5 and 11) Prepayments (Note 18) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 32) Financial assets at amortized cost (Notes 4, 9 and 32) Investments accounted for using the equity method (Notes 4 and 13) Property, plant and equipment (Notes 4 and 14) Right-of-use assets (Notes 4 and 15) Goodwill (Notes 4 and 16) Intangible assets (Notes 4 and 17) Deferred tax assets (Notes 4 and 26) Prepayments for equipment Refundable deposits (Note 32) Other non-current assets (Notes 18 and 34) Total non-current assets TOTAL |
2020 Amount % $ 4,894,509 16 2,413,955 8 192,943 1 3,197,704 10 8,847,386 28 376 - 337,084 1 9,815 - 8,179,022 26 356,477 1 11,030 - 28,440,301 91 136,757 1 - - 12,929 - 1,502,317 5 740,798 3 1,930 - 74,442 - 78,510 - 21,856 - 66,427 - 46,702 - 2,682,668 9 $ 31,122,969 100 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 6,221,855 21 315,232 1 173,445 1 4,288,364 14 6,968,202 24 2,858 - 143,217 - 10,558 - 8,716,933 30 183,710 1 24,160 - 27,048,534 92 186,740 1 30,292 - 14,369 - 1,324,280 5 610,721 2 1,930 - 53,527 - 50,438 - 93,156 - 45,334 - 61,766 - 2,472,553 8 $ 29,521,087 100 |
| LIABILITIES AND EQUITY CURRENT LIABILITIES Contract liabilities - current (Notes 4 and 24) Trade payables Bonuses to employees and directors (Note 25) Payables to machinery and equipment Other payables (Note 20) Other payables to related parties (Note 33) Current tax liabilities (Notes 4 and 26) Provisions - current (Notes 4 and 21) Lease liabilities - current (Notes 4 and 15) Deferred revenue - current (Notes 19 and 29) Refund liabilities - current (Note 24) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 19 and 29) Lease liabilities - non-current (Notes 4 and 15) Deferred revenue - non-current (Notes 19 and 29) Net defined benefit liabilities - non-current (Notes 4 and 22) Guarantee deposits (Note 32) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 23 and 28) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Notes 4 and 23) Total equity TOTAL |
2020 Amount % $ 958,519 3 8,639,267 28 1,031,443 3 104,220 - 2,420,184 8 1,867 - 1,349,251 4 84,389 - 170,641 1 11,075 - 60,601 - 14,831,457 47 1,163,470 4 566,944 2 48,094 - 29,115 - 816 - - - 1,808,439 6 16,639,896 53 5,594,564 18 824,883 3 1,843,206 6 538,244 2 6,203,663 20 8,585,113 28 (473,221) (2) (50,999) - 14,480,340 47 2,733 - 14,483,073 47 $ 31,122,969 100 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 592,137 2 9,935,396 34 980,731 3 129,601 1 2,587,222 9 2,270 - 779,000 3 45,966 - 129,095 - 8,317 - 48,113 - 15,237,848 52 920,639 3 471,466 2 44,044 - 27,433 - 4,414 - 12,266 - 1,480,262 5 16,718,110 57 5,580,514 19 805,715 3 1,348,157 4 307,492 1 5,347,752 18 7,003,401 23 (538,244) (2) (50,999) - 12,800,387 43 2,590 - 12,802,977 43 $ 29,521,087 100 |
The accompanying notes are an integral part of the consolidated financial statements.
ACCTON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 24 and 33) OPERATING COSTS (Notes 4, 11, 22, 25 and 33) GROSS PROFIT OPERATING EXPENSES (Notes 4, 10, 22 and 25) Selling and marketing General and administrative Research and development Expected credit gain Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES (Notes 4, 13, 25 and 33) Interest income Other income Other gains and losses Finance costs Share of loss of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET INCOME FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 4, 22 and 23) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investment in equity instruments at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
2020 Amount % $ 54,462,872 100 42,908,810 79 11,554,062 21 1,498,120 3 1,492,319 2 2,163,639 4 (2,679) - 5,151,399 9 6,402,663 12 90,044 - 156,016 - (396,294) (1) (38,094) - (1,440) - (189,768) (1) 6,212,895 11 1,164,255 2 5,048,640 9 (3,907) - 26,754 - 38,125 - 60,972 - $ 5,109,612 9 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 55,401,047 100 44,402,285 80 10,998,762 20 1,521,790 3 1,446,130 3 1,993,443 3 (2,584) - 4,958,779 9 6,039,983 11 99,913 - 123,961 - (113,715) - (18,288) - (2,209) - 89,662 - 6,129,645 11 1,180,073 2 4,949,572 9 539 - 12,389 - (222,617) - (209,689) - $ 4,739,883 9 (Continued) |
ACCTON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 27) Basic Diluted |
2020 Amount % $ 5,048,353 9 287 - $ 5,048,640 9 $ 5,109,469 9 143 - $ 5,109,612 9 $ 9.07 $ 8.98 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 4,950,495 9 (923) - $ 4,949,572 9 $ 4,743,987 9 (4,104) - $ 4,739,883 9 $ 8.91 $ 8.76 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
ACCTON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 Disposal of investments in equity instruments designated as at fair value through other comprehensive income Other changes in capital surplus Cash dividends received by subsidiaries from parent company Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends distributed by the Company Net profit (loss) for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 Share-based payment arrangements BALANCE AT DECEMBER 31, 2019 Other changes in capital surplus Cash dividends received by subsidiaries from parent company Appropriation of 2019 earnings Legal reserve Special reserve Special reserve Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income for the year ended December 31, 2020 Share-based payment arrangements BALANCE AT DECEMBER 31, 2020 |
**Equity Attributable to Owners of the ** | **Equity Attributable to Owners of the ** | **Equity Attributable to Owners of the ** | **Equity Attributable to Owners of the ** | Company | Total $ 10,271,902 - 8,836 - - (2,230,684 ) 4,950,495 (206,508) 4,743,987 6,346 12,800,387 15,683 - - (3,462,734 ) 5,048,353 61,116 5,109,469 17,535 $ 14,480,340 |
Non-controlling Interests $ 6,694 - - - - - (923 ) (3,181) (4,104) - 2,590 - - - - 287 (144) 143 - $ 2,733 |
Total Equity $ 10,278,596 - 8,836 - - (2,230,684 ) 4,949,572 (209,689) 4,739,883 6,346 12,802,977 15,683 - - (3,462,734 ) 5,048,640 60,972 5,109,612 17,535 $ 14,483,073 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital $ 5,575,899 - - - - - - - - 4,615 5,580,514 - - - - - - - 14,050 $ 5,594,564 |
Capital Surplus $ 795,148 - 8,836 - - - - - - 1,731 805,715 15,683 - - - - - - 3,485 $ 824,883 |
Retained Earnings | Unappropriated Earnings $ 2,952,758 23,717 - (295,245 ) (53,817 ) (2,230,684 ) 4,950,495 528 4,951,023 - 5,347,752 - (495,049 ) (230,752 ) (3,462,734 ) 5,048,353 (3,907) 5,044,446 - $ 6,203,663 |
Other Equity Exchange Unrealized Gain Differences on (Loss) on Translating the Financial Assets Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (273,183 ) $ (34,308 ) - (23,717 ) - - - - - - - - - - (219,425) 12,389 (219,425) 12,389 - - (492,608 ) (45,636 ) - - - - - - - - - - 38,269 26,754 38,269 26,754 - - $ (454,339 ) $ (18,882 ) |
Treasury Shares $ (50,999 ) - - - - - - - - - (50,999 ) - - - - - - - - $ (50,999 ) |
||||||||
| Exchange Differences on Translating the Financial Statements of Foreign Operations $ (273,183 ) - - - - - - (219,425) (219,425) - (492,608 ) - - - - - 38,269 38,269 - $ (454,339 ) |
|||||||||||||
| Legal Reserve $ 1,052,912 - - 295,245 - - - - - - 1,348,157 - 495,049 - - - - - - $ 1,843,206 |
Special Reserve $ 253,675 - - - 53,817 - - - - - 307,492 - - 230,752 - - - - - $ 538,244 |
The accompanying notes are an integral part of the consolidated financial statements.
ACCTON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Expected credit gain Net loss on fair value changes of financial assets designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of loss of associates Loss (gain) on disposal of property, plant and equipment Loss (gain) on disposal of subsidiaries (Reversal) write-downs of inventories Unrealized (gain) loss on foreign currency exchange Amortization of grant revenue (Gain) loss on lease modification Changes in operating assets and liabilities Notes and trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Contract liabilities Trade payables Other payables Other payables to related parties Provisions Refund liabilities Net defined benefit liabilities Cash generated from operations Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost |
2020 2019 $ 6,212,895 $ 6,129,645 636,471 508,342 38,527 30,980 (2,679) (2,584) 27,621 19,529 38,094 18,288 (90,044) (99,913) (9,797) (8,937) 1,440 2,209 878 (436) 48 (3,337) (24,231) 28,819 (69,700) 11,749 (10,761) (2,576) (39) 231 (1,850,351) 931,985 2,475 2,729 (204,239) 46,130 743 3,122 562,142 (931,462) (172,767) (22,747) 13,130 (3,683) 366,382 210,123 (1,328,206) 1,293,711 (69,229) 1,629,723 (403) (1,091) 38,502 (98,575) 12,488 (80,317) (2,225) (634) 4,117,165 9,611,023 (22,684) (15,651) (622,076) (984,135) 3,472,405 8,611,237 - (1,041) - 35,857 (10,174,508) (4,454,449) (Continued) |
|---|---|
ACCTON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Net cash outflow on disposal of subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Acquisition of intangible assets Proceeds from disposal of intangible assets Decrease in other financial assets Interest received Dividends received Net cash used in from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings (Decrease) increase in guarantee deposits Repayments of the principal portion of lease liabilities Dividends paid to owners of the Company Employee share options Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 $ 11,292,639 (4,740,092) 2,663,731 (3,747) (581,114) 2,842 (21,093) (59,415) - 15,064 97,574 9,797 (1,498,322) 2,700,000 (2,700,000) 345,000 (100,000) (3,669) (179,613) (3,449,054) 17,535 (3,369,801) 68,372 (1,327,346) 6,221,855 $ 4,894,509 |
2019 $ 392,904 (2,749,929) 2,434,334 (45) (779,197) 3,350 3,896 (50,261) 82 4,556 87,821 8,937 (5,063,185) 100,000 (100,000) 1,073,000 (100,000) 3,658 (145,216) (2,221,848) 6,346 (1,384,060) (237,953) 1,926,039 4,295,816 $ 6,221,855 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)