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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:

  1. 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.

  2. 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).

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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
----- End of picture text -----

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:

  1. 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.

  2. 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.

  3. 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.

  4. 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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----- Start of picture text -----

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:

  1. 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."

  2. 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.

  3. 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
----- End of picture text -----

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----- Start of picture text -----

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.
----- End of picture text -----

  1. 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:

  1. Strengthen supply chain and improve production capacity, dynamically adjust production capacity in response to customer demand.

  2. In response to open platform business opportunities, participate in relevant international social media network communication organizations.

  3. Cultivate international large customers and establish a multi-point international production, sales and after-sales service system.

  4. 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:

  1. Corporate and telecom network customers

  2. (a) Provide high-efficiency, high-quality products and services; maintain technological leadership.

  3. (b) Strengthen cooperation and partnership strategies to jointly develop new markets, continuously improve operation and strive for the best profits.

  4. (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.

  5. Hyper Scale Data Center Customers

  6. (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.

  7. (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.

  8. Wireless Network Technology Integration Solutions

  9. (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.

  10. (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.

  11. Network Applications and Accelerator Products

  12. 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.

  13. 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.

  14. 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.

  15. (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:

  1. 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.

  2. We selected appropriate samples from sales and inspected that purchase orders and delivery orders were consistent with invoices.

  3. 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:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient 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:

  1. 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.

  2. We selected appropriate samples from sales and inspected that purchase orders and delivery orders were consistent with invoices.

  3. 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:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 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)