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Advantech — AGM Information 2021
Aug 27, 2021
52053_rns_2021-08-27_3c7cf0d9-e944-4e8f-a787-1517246e42f6.pdf
AGM Information
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Advantech Co.,Ltd. 2021 Annual Shareholders’ Meeting Meeting Minutes (Translation)
Time : 09:00 AM, August 19,2021
Place : (Neihu Headquarters) B1, No. 1, Line 20, Lane 26, Rueiguang Road,
Neihu District, Taipei City
Total outstanding ACL shares : 772,640,511 shares
Total shares represented by shareholders present in person or by proxy : 719,306,717 shares Percentage of outstanding share held by shareholders present in person or by proxy : 93.09%
Chairman: K.C Liu, the Chairman of the Board of Directors
Attendees: Benson Liu(Independent Director), Jeff Chen(Independent Director), Donald Chang (Director),Chaney Ho (Director), Eric Chen (President), Miller Chang (President), Linda Tsai (President ), Jr-Shian Ke , CPA, Deloitte, Villis Yang (Director)
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
Chairman’s Address (omitted)
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I. Management Presentations
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The 2020 Business Report (see appendix I)
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The Audit Committee’s Review Report on the 2020 Financial Statements (see appendix II)
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Status reports of the Cash dividends for Distribution of 2020 Profits
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Report of Employees’ compensation and Directors’ compensation of 2020.
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The Status of Endorsement and Guarantee in 2020 (see meeting agenda)
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II. Proposals
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Adoption of the 2020 Business Report and Financial Statements
- (Proposed by the board of directors )
Explanation:
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(1) The 2020 business report and standalone financial statements (including consolidated financial statements) were composed by the Board of Directors. The Company’s financial statements were audited by independent auditors, Jr- Shian Ke and Kwan-Chung Lai, of Deloitte & Touche and were reviewed by the supervisor along with the business report with a written audit report issued.
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(2) The Business Report, independent auditor’s report, and Financial Statements are enclosed as Attachment I and Attachment III.
Voting Results:
719,306,717 shares were represented at the time of voting; 695,011,347 votes
were in favor of the proposal (including votes casted electronically: 626,137,810);
310,992 votes were cast against the proposal (including votes casted electronically: 310,992); 0 votes were invalid; 23,984,378 votes were either invalidly cast or abstained (including votes casted electronically: 23,984,378).
Approved , that the above proposal be and hereby were accepted as submitted.
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Adoption of the Proposal for Distribution of 2020 Earnings. (Proposed by the board of directors ) Explanation:
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(1) Please refer to the 2020 prorofit distribution table in Attachment IV.
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(2) The net income of the company amounted to NT$7,247,955,048 for 2020. Add the beginning un appropriated earnings of NT$4,569,161,393 and deducted investments accounted for using the equity method adjusted in retained earnings NT$47,442,827 , remeasurements of the defined benefit recognized in retained earnings NT$20,332,628 , cumulative profit or loss of disposals of investments in equity instruments designated as at fair value through other comprehensive income directly transferred to retained earnings NT$9,827,838 , the legal reserve of NT$717,035,176 and reversed special reserve of NT$14,142,758 , the distributable earnings for 2020 amounted to NT$11,036,620,730 resulted to be distributed as follows:
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(3) The amounts of NT$5,480,813,128 out of the 2020 earnings are appropriated for distribution as cash dividends and share dividends to shareholders, respectively. There were 771,945,511 shares of common stock outstanding on December 31, 2020 that are entitled to the distribution of shareholder’s dividend at NT$7.1 per share.
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(4) The distribution of cash dividend is calculated to the dollar (round up to the dollar). The total amount of the odd shares with a distribution of less than NT$1 will be booked as the other income or other expense of the company.
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(5) The current distribution of earnings is scheduled before the dividend benchmark date. If there is any change in the yield rate as a result of any change in the Company’s outstanding shares, a request is to be made in the shareholders’ meeting having the Chairman authorized to handle matters related to the changes.
Voting Results:
719,306,717 shares were represented at the time of voting; 695,554,168 votes
were in favor of the proposal (including votes casted electronically: 626,680,631);
650,144 votes were cast against the proposal (including votes casted electronically: 650,144); 0 votes were invalid; 23,102,405 votes were either invalidly cast or abstained
(including votes casted electronically: 23,102,405).
Approved , that the above proposal be and hereby were accepted as submitted.
III. Discussion Items
- Amendment to the “ Articles of Incorporation ”
(Proposed by the board of directors)
Explanation:
In order to comply with the laws and relevant regulations and to conform to the needs of
commercial practice, the company hereby proposes to amend the Articles of Incorporation. Please refer to Attachment V.
Voting Results:
719,306,717 shares were represented at the time of voting; 689,606,747 votes
were in favor of the proposal (including votes casted electronically: 620,733,210);
858,777 votes were cast against the proposal (including votes casted electronically: 858,777); 0 votes were invalid; 28,841,193 votes were either invalidly cast or abstained (including votes casted electronically: 28,841,193).
Approved , that the above proposal be and hereby were accepted as submitted.
- Amendment to the “ Rules and Procedures of Shareholders’. (Proposed by the board of directors) Explanation:
In order to comply with the laws and relevant regulations and to conform to the needs of commercial practice, the company hereby proposes to amend the Articles of Incorporation. Please refer to Attachment VI.
Voting Results:
719,306,717 shares were represented at the time of voting; 690,463,702 votes
were in favor of the proposal (including votes casted electronically: 621,590,165);
2,848 votes were cast against the proposal (including votes casted electronically: 2,848); 0 votes were invalid; 28,840,167 votes were either invalidly cast or abstained
(including votes casted electronically: 28,840,167).
Approved, that the above proposal be and hereby were accepted as submitted.
- LNC Technology Co., Ltd., a subsidiary of the Company, is planning to apply for listing and OTC listing. In order to comply with relevant laws and regulations, such a plan will be proposed at the Shareholders Meeting to reach a resolution whether to or not to authorize the Board of Directors to implement matters related to the issuance of shares to LNC prior to the
filing of the application.
(Proposed by the board of directors)
Explanation:
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(1) In order to assist LNC in developing, and attracting/retaining professional talents, it is planned to apply for listing and OTC listing. In order to meet the requirements of ownership distribution standards and legal regulations, the Company may implement matters related to the issuance of shares to LNC. The number of shares issued shall not exceed 9,000, and the issuance procedure may be carried out at one time or in installments.
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(2) The number of shares of the first issuance shall be 3,300. All of the Company shareholders are given priority to receive the shares issued. The shareholders specified in the shareholder register of the most recent closing date may in priority subscribe the shares based on their shareholding ratios at the time of subscription. Shares that shareholders waive to subscribe or the odd share less than one share shall be subscribed by the personnel designated by the Board of Directors.
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(3) The subscription price for the first share issuance shall be no less than NT$28 per share. After the General Meeting of Shareholders of 2021 reaches resolution regarding the above-mentioned issuance plan, the shareholders’ meeting will authorize the Board of Directors to set the subscription record date and other related matters.
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(4) The proposals of the subscription price and the number of shares for subsequent issuances shall be submitted to the shareholders meeting to reach a resolution for authorizing the Board of Directors to implement further procedures under the circumstances of not damaging the rights of the Company’s shareholders and in consideration of the Company’s operating performance, market environment, future growth and the market conditions of the industry.
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(5) The remaining number of shares of issuance serves the purpose of the Company’s application for registration at the emerging stock market and OTC listing. The Company will also comply with relevant laws and regulations to carry out relevant procedures such as allocating a certain percentage of the shares for subscription by securities dealers and over-allotment, etc. The number and price of shares allocated shall be jointly determined with the lead underwriter based on relevant laws and regulations, current market conditions, and the Company’s profitability.
Voting Results:
719,306,717 shares were represented at the time of voting; 690,092,992 votes were in favor of the proposal (including votes casted electronically: 621,219,455);
372,833 votes were cast against the proposal (including votes casted electronically: 372,833); 0 votes were invalid; 28,840,892 votes were either invalidly cast or abstained
(including votes casted electronically: 28,840,892).
Approved , that the above proposal be and hereby were accepted as submitted.
- V. Extemporary Motion: None.
VI. Meeting Adjourned: There was no other business and extemporary motion,
the Chairman announced the meeting adjourned.
II. Attachments
Business Report
D e a r s h a r e h o l d e r s :
Thank you for your long-term support and encouragement. With the efforts of all Advantech employees, the operating performance in 2020 is as follows:
In 2020, Advantech reported consolidated revenue of NT$51.1 billion, which represents a 5.6% year-over-year decrease compared to NT$54.1 billion in 2019. Net income for year 2020 were reported as NT$7.24 billion, which also represents a 1.4% YoY decline. Earnings per share (EPS) for year 2020 were NT$9.40 with gross profit margin and operating margin reached 39.9% and 17.7%, respectively.
By business segment, the annual revenue growth rates of Embedded-IoT Group, Allied DMS and Service-IoT Group were -11%, -10% and -5%. In addition, the Industrial-IoT Group has reported a 2% YoY revenue growth, due to demands for semiconductor production line automation and AIoT infrastructure. In US dollar term, Advantech achieved US$1.73 billion revenue in 2020, with a 1.1% YoY decrease compared to US$1.755 billion for year 2019.
Under the impact of the COVID-19 pandemic, the overall performance in 2020 resulted in a slight decline in both revenue and profit for the first time within the past 10 years. However, with vaccination ongoing and the continuous construction of AI and 5G, we are looking forward with some cautious optimism for the IoT industry. In addition to working on the Industrial IoT phase I business of the Embedded Computing Platform, we constantly press on developing integrated software and hardware solutions. Furthermore, apart from the establishment of the Solution BU, there will be dedicated Peak Sales and global co-creation partners to jointly carry out sales of Industrial IoT phase II and phase III business of AIoT solutions. By taking advantage of packaged products (Edge Devices & Gateway, I.Apps and Solution Suites) and leveraging with system integrators’ added value services, we created a global replicable sales model of product standardization and industry specialization to boost high revenue growth and stabilize profit margins.
Furthermore, in order not to be affected by the global pandemic, Advantech has made its annual global partner conference into a three-week of continuous online forum called Advantech Connect, in the Greater China region. Through innovative technology, we conveyed the annual strategy to partner customers in the most efficient way. Advantech Connect received online registration numbers of 70,000 people to join the events.
During this time of pandemic, Advantech launched its five-year visionary plan. By 2025, it is expected that Advantech will become one of the top 10 leading Industrial IoT platform providers and propel the vigorous development of intelligent manufacturing, smart city, and smart service ecosystems, promote the implementation of IoT solutions, and obtain maximum customer success. The five visions are listed below:
1) Globally Integrated Regional Competence (GIRC): globally integrate operating and local core capabilities. The four regional headquarters develop talent and industrial ecology by utilizing local core capabilities to achieve superior local service value and demonstrate leading international competitiveness.
2) Online Target Marketing & Focus AOnline (FAO): by using data-driven precision marketing, lead comprehensive digital transformation of sales and make Advantech become a leading industrial IoT e-commerce brand.
3) Digital Transformation of Global Operations: through agile product development, a transparent supplier network, and regional strategic services, we realized the global digital operation model 3.0 and became the most competitive enterprise in the IoT era.
4) Wise Series, Phase II/III AloT Paradigm Shift: with WISE-PS, WISE-M, and A+App, support the popularization of AIoT service deployment in various industries. Gain a foothold in the world’s top ten industrial IoT software platforms and join hands with ecosystem partners to embrace the digital transformation business opportunities.
5) Staff Empowerment, Culture & ESG: become the most in-demand company for talent in the IoT field and cultivate talent through multiple channels to achieve success for Advantech and co-creation partners. Attach importance to environmental, social, and corporate governance (ESG) issues, practice LITA (altruistic) corporate philosophy, and become an intelligent enabler of a sustainable planet.
We have been focusing on branding since Advantech's establishment, and currently have offices in 27 countries around the world. In 2020, Advantech has been named the fourth place on the Best Global Taiwan Brands with the brand value of US$626 million and 13% growth rate. In order to promote ESG, we have set three main goals. Firstly, Green Operations: to cover green product design and green operations, adopt BEMS (Building Energy Management Systems) to introduce a corresponding management system and implement energy saving and carbon footprint reduction in response to international standard initiatives. Secondly, AIoT Popularization: to popularize IoT and share its benefits. Use the WISE-PaaS platform to cultivate creative talents and innovative solutions, and support AIoT education in 50 universities around the world. Finally, Community Enrichment: seek the common good for employees and the society. In addition to the Advantech employee platform, ABLE Club, we offer diverse channels to
cultivate talent, continue meaningful initiatives, and aim for corporate sustainability. Our consistent goal has always been to find the right balance and seek the common good of four dimensions, society, shareholders, customers, and employees.
Advantech Co., Ltd. Chairman K.C. Liu President Eric Chen Miller Chang Linda Tsai
Chief Financial officer Mandy Lin
< Attachment II>
Audit Committee’s Review Report
The Company’s 2020 Financial Statements have been agreed by Audit Committee members of the Company and approved by the by the Board of Directors. The CPA firm of Deloitte & Touche was retained to audit the Company’s Financial Statements and has issued an audit report relating to the Financial Statements.
The Board of Directors has prepared the Company’s 2020 Business Report and proposal for allocation of profits. The 2020 Business Report and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company.
According with Article 14-4 of the securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.
Advantech Co., Ltd.
Chairman of the Audit Committee:Benson Liu
March 05, 2021
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Advantech Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Advantech Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the 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, 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 consolidated financial statements for the year ended December 31, 2020 are as follows:
Assessment of Provision for Inventory Write-downs
As of December 31, 2020, inventories amounted to NT$7,813,550 thousand and accounted for 15% of the total assets in the Group’s consolidated financial statements, which represented a significant percentage of the total assets.
Due to the rapid changes in technological environment and industrial characteristics, inventories of the Group are available in different sizes and types. They are measured at the lower of cost or net realizable value and calculated according to the proportion of potential impairment for aged inventories. After analyzing the method of inventory valuation, we noticed that the provision for obsolete inventories was recognized based on the number of days inventory were not moving. Therefore, the assessment of inventory write-downs has a significant impact on the Group’s consolidated financial statements and the provision for inventory write-downs was deemed to be a key audit matter.
Our audit procedures performed in respect of the above key audit matter included the following:
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We assessed and analyzed the Group’s policies for the provision of inventory write-downs and compared them with other competitors’ policies to affirm the reasonableness and consistency of application.
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We obtained an understanding of the internal controls, evaluated and tested the design and operating effectiveness of these controls over the provision for inventory write-downs.
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We reviewed the historical inventory aging reports together with the list of any subsequently scrapped items and assessed the reasonableness of ratios for recognizing loss provision for aged inventories.
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We verified the appropriateness of source data, parameters and logic used in the Group’s inventory aging analysis reports.
Sales Revenue from Significant Product Lines and Customers
Since the Group operates in a highly competitive industry, there is a risk of revenue recognition due to the strong sales demand and the need to remain competitive. Hence, the Group’s revenue from several product lines and customers whose sales increased materially in numbers was considered as a key audit matter.
Our audit procedures performed in respect of the above key audit matter included the following:
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We analyzed the trend of the industry, categories of revenue, product lines and customer categories for two consecutive years and confirmed that there were no abnormal situations or centralized trading which put revenue recognition at risk.
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We interviewed personnel who carried out the control activities and reviewed the related internal vouchers, obtained an understanding of the internal controls related to revenue recognition and evaluated the design, implementation, and operating effectiveness of these controls over revenue recognition. We tested such internal controls to obtain sufficient and appropriate audit evidence regarding the effectiveness of key controls.
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We obtained details of accounts, analyzed their balances and reconciled them with general ledgers; we traced source documents to general ledgers.
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We determined the appropriate methods of sampling and sample sizes and audited sales orders, packing lists and export declarations and verified the accuracy of amount recognized as revenue in accordance with the regulations for the preparation of financial reports.
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We checked the cash receipt records and vouchers and verified the accuracy of their amounts, and confirmed that the remitter was the customer who received the goods; thus, the sales were valid.
Sales Revenue from Processing of Imported Materials
Since the Group operates in a highly competitive industry, there is a risk of revenue recognition due to the strong sales demand. We obtained an understanding of the purchase and sales transactions of the customers and analyzed whether the simultaneous increase in the Group’s sales revenue and cost of goods sold was due to the processing of imported materials. Therefore, we considered the Group’s sales revenue as a key audit matter.
Our audit procedures performed in respect of the above key audit matter included the following:
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We compared the details and assessed for any simultaneous purchase and sales transactions, obtained an understanding of the transaction pattern, checked relevant evidence to confirm the processing of imported materials, and identified the potential risks.
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We interviewed personnel who carried out the control activities and reviewed the related internal vouchers, obtained an understanding of the internal controls related to revenue recognition and evaluated the design, implementation, and operating effectiveness of these controls over revenue recognition.
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We obtained the consumption calculation table of materials specified by the customers and verified its source data, logic and parameters used.
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We confirmed that sales revenue and cost of goods sold had been deducted based on the consumption calculation table in accordance with the applicable accounting policies for revenue recognition.
Other Matter
We have also audited the parent company only financial statements of the Company 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:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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 Jr-Shian Ke and Kwan-Chung Lai.
Deloitte & Touche Taipei, Taiwan Republic of China
March 5, 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.
ADVANTECH CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 31) Financial assets at amortized cost - current (Notes 4, 9 and 33) Notes receivable (Notes 4 and 10) Trade receivables (Notes 4 and 10) Trade receivables from related parties (Notes 4 and 32) Other receivables Other receivables from related parties (Note 32) Inventories (Notes 4 and 11) Other current assets (Note 32) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 31) Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 31) Investments accounted for using the equity method (Notes 4 and 13) Property, plant and equipment (Notes 4, 14 and 33) Right-of-use assets (Notes 4 and 15) Goodwill (Notes 4 and 16) Other intangible assets (Notes 4 and 17) Deferred tax assets (Notes 4 and 23) Prepayments for business facilities Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 31) Notes payable and trade payables (Notes 4 and 32) Other payables (Note 19) Current tax liabilities (Notes 4 and 23) Short-term warranty provisions (Note 4) Lease liabilities - current (Notes 4 and 15) Current portion of long-term borrowings (Notes 18 and 33) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 18 and 33) Current tax liabilities - non-current (Notes 4 and 23) Deferred tax liabilities (Notes 4 and 23) Lease liabilities - non-current (Notes 4 and 15) Net defined benefit liabilities (Notes 4 and 20) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 21) Share capital Ordinary shares Advance receipts for share capital Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of the financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Other equity - unearned stock-based employee compensation Total other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL |
2020 | 2019 | ||
|---|---|---|---|---|
| Amount % $ 7,497,442 15 5,493,150 11 162,602 - 1,893,043 4 6,858,742 14 28,750 - 51,885 - 4,633 - 7,813,550 15 483,739 1 30,287,536 60 77,950 - 1,814,233 4 3,404,345 7 9,916,896 20 599,005 1 2,464,315 5 683,031 1 723,627 2 167,579 - 60,868 - 19,911,849 40 $ 50,199,385 100 $ 184,078 - 21,044 - 4,326,447 9 3,928,365 8 2,315,461 5 164,086 - 221,250 - - - 935,477 2 12,096,208 24 - - 291,961 1 2,142,428 4 87,781 - 403,488 1 131,096 - 3,056,754 6 15,152,962 30 7,719,455 16 3,090 - 7,722,545 16 7,913,754 16 7,020,201 14 845,993 2 11,739,513 23 19,605,707 39 (1,006,635) (2) 173,308 - 1,477 - (831,850) (2) 34,410,156 69 636,267 1 35,046,423 70 $ 50,199,385 100 |
Amount % $ 6,003,936 13 3,647,963 8 316,994 1 1,546,340 3 7,265,106 15 20,174 - 101,378 - 29 - 7,782,824 17 688,167 1 27,372,911 58 101,156 - 1,639,321 4 3,009,860 6 9,732,490 21 723,106 2 2,519,514 5 980,061 2 690,212 1 389,221 1 58,227 - 19,843,168 42 $ 47,216,079 100 $ 250,678 1 521 - 4,886,018 10 3,645,402 8 1,522,874 3 208,611 1 199,493 - 7,957 - 1,022,904 2 11,744,458 25 36,132 - - - 1,942,189 4 242,263 1 384,914 1 134,663 - 2,740,161 6 14,484,619 31 6,999,230 15 4,870 - 7,004,100 15 7,397,029 16 6,285,079 13 798,763 2 11,515,121 24 18,598,963 39 (878,261) (2) 30,970 - 1,298 - (845,993) (2) 32,154,099 68 577,361 1 32,731,460 69 $ 47,216,079 100 |
The accompanying notes are an integral part of the consolidated financial statements.
ADVANTECH CO., LTD. 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 (Note 32) Sales Other operating revenue Total operating revenue OPERATING COSTS (Notes 11, 22 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 10, 22 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (reversal of impairment loss) Total operating expenses OPERATING PROFIT NON-OPERATING INCOME Share of the profit of associates accounted for using the equity method (Note 13) Interest income Gains (losses) on disposal of property, plant and equipment Gains (losses) on disposal of investments Gains (losses) on financial instruments at fair value through profit or loss (Note 7) Impairment losses (Notes 16 and 17) Foreign exchange gains (losses), net (Notes 22 and 34) Dividend income Other income (Notes 26 and 32) Finance costs (Note 22) Other losses Total non-operating income |
2020 Amount % $ 49,675,234 97 1,444,174 3 51,119,408 100 30,723,147 60 20,396,261 40 4,762,890 9 2,551,504 5 4,055,922 8 (10,608) - 11,359,708 22 9,036,553 18 166,036 - 39,632 - (25,293) - (574) - 8,571 - (245,917) - (37,298) - 99,326 - 113,504 - (20,176) - (6,003) - 91,808 - |
2019 | ||
|---|---|---|---|---|
| Amount % $ 52,920,615 98 1,224,047 2 54,144,662 100 33,045,300 61 21,099,362 39 5,088,059 9 2,542,918 5 4,223,422 8 11,461 - 11,865,860 22 9,233,502 17 122,820 - 45,498 - 38,558 - (20,934) - 143,852 - (386,153) (1) (94,600) - 100,197 - 156,188 1 (25,041) - (6,007) - 74,378 - (Continued) |
ADVANTECH CO., LTD. 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)
| PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 23) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 20) Share of the other comprehensive income (loss) of associates accounted for using the equity method (Notes 13 and 21) Unrealized gain (loss) on investments in equity instruments as at fair value through other comprehensive income (Note 21) Income tax relating to items that will not be reclassified (Note 23) Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations (Note 21) Share of other comprehensive losses of associates (Notes 13 and 21) Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 21 and 23) Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests |
2020 Amount % $ 9,128,361 18 (1,825,374) (4) 7,302,987 14 (21,879) - (2,733) - 132,470 - 4,385 - (151,818) - (21,431) - 32,093 - (28,913) - $ 7,274,074 14 $ 7,247,955 14 55,032 - $ 7,302,987 14 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 9,307,880 17 (1,915,025) (4) 7,392,855 13 (15,057) - 21,934 - 307,604 1 3,012 - (489,250) (1) (22,272) - 100,754 - (93,275) - $ 7,299,580 13 $ 7,351,220 14 41,635 - $ 7,392,855 14 (Continued) |
ADVANTECH CO., LTD. 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)
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 24) Basic Diluted |
2020 Amount % $ 7,231,759 14 42,315 - $ 7,274,074 14 $ 9.40 $ 9.27 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 7,265,801 13 33,779 - $ 7,299,580 13 $ 9.56 $ 9.44 |
||||
| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
| Total Equity | $ 29,543,475 | - | - | (4,751,129 ) | (14,039 ) | 140,436 | 295,427 | (14,967 ) | 232,350 | 327 | 7,392,855 | (93,275 ) | (93,275 ) | 7,299,580 | 7,299,580 | - | 32,731,460 | - | - | (5,463,198 ) | - | (11,443 ) | 139,687 | 365,248 | 43,319 | (42,549 ) | 9,825 | 7,302,987 | (28,913 ) | (28,913 ) | 7,274,074 | 7,274,074 | - | $ 35,046,423 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-controlling | Interests | (Notes 21 and 29) | $ 326,975 | - | - | - | (14,039 ) | - | - | - | 230,693 | (47 ) | 41,635 | (7,856 ) | 33,779 | - | 577,361 | - | - | - | - | (11,443 ) | - | - | - | 891 | 27,143 | 55,032 | (12,717 ) | 42,315 | - | $ 636,267 | ||||||||||||||||||||||||||||
| Total | $ 29,216,500 | - | - | (4,751,129 ) | - | 140,436 | 295,427 | (14,967 ) | 1,657 | 374 | 7,351,220 | (85,419 ) | 7,265,801 | - | 32,154,099 | - | - | (5,463,198 ) | - | - | 139,687 | 365,248 | 43,319 | (43,440 ) | (17,318 ) | 7,247,955 | (16,196 ) | 7,231,759 | - | $ 34,410,156 | ||||||||||||||||||||||||||||||
| Unearned Stock-based | Employee | Compensation | $ 736 | - | - | - | - | - | - | 562 | - | - | - | - | - | - | 1,298 | - | - | - | - | - | - | - | 179 | - | - | - | - | - | - | $ 1,477 | ||||||||||||||||||||||||||||
| Other Equity (Note 21) | Unrealized Gain on | Financial Assets at | Fair Value Through | Other Comprehensive | Income | $ (324,254 ) | - | - | - | - | - | - | - | - | - | - | 330,855 | 330,855 | 24,369 | 30,970 | - | - | - | - | - | - | - | - | - | - | - | 132,510 | 132,510 | 9,828 | $ 173,308 | |||||||||||||||||||||||||
| Exchange Differences | on Translation of the | Financial | Statements of Foreign | Operations | $ (475,245 ) | - | - | - | - | - | - | - | - | - | - | (403,016 ) | (403,016 ) | - | (878,261 ) | - | - | - | - | - | - | - | - | - | - | - | (128,374 ) | (128,374 ) | - | $(1,006,635 ) | ||||||||||||||||||||||||||
| Total | $ 16,036,499 | - | - | (4,751,129 ) | - | - | - | - | - | - | 7,351,220 | (13,258 ) | 7,337,962 | (24,369 ) | 18,598,963 | - | - | (5,463,198 ) | (700,410 ) | - | - | - | - | (34,762 ) | (12,681 ) | 7,247,955 | (20,332 ) | 7,227,623 | (9,828 ) | $19,605,707 | ||||||||||||||||||||||||||||||
| Equity Attributable to Owners of the Company | Retained Earnings (Note 21) | Unappropriated | Special Reserve Earnings |
$ 369,655 $ 10,011,231 |
- (629,466 ) |
429,108 (429,108 ) |
- (4,751,129 ) |
- - |
- - |
- - |
- - |
- - |
- - |
- 7,351,220 |
- (13,258 ) |
- 7,337,962 |
- (24,369 ) |
798,763 11,515,121 |
- (735,122 ) |
47,230 (47,230 ) |
- (5,463,198 ) |
- (700,410 ) |
- - |
- - |
- - |
- - |
- (34,762 ) |
- (12,681 ) |
- 7,247,955 |
- (20,332 ) |
- 7,227,623 |
- (9,828 ) |
$ 845,993 $11,739,513 |
|||||||||||||||||||||||||||
| Legal Reserve | $ 5,655,613 | 629,466 | - | - | - | - | - | - | - | - | - | - | - | - | 6,285,079 | 735,122 | - | - | - | - | - | - | - | - | - | - | - | - | - | $ 7,020,201 | ||||||||||||||||||||||||||||||
| Capital Surplus | (Notes 21 and 25) | $ 6,991,809 | - | - | - | - | 123,291 | 295,427 | (15,529 ) | 1,657 | 374 | - | - | - | - | 7,397,029 | - | - | - | - | - | 121,652 | 365,248 | 43,140 | (8,678 ) | (4,637 ) | - | - | - | - | $ 7,913,754 | |||||||||||||||||||||||||||||
| Total | 6,986,955 | - | - | - | - | 17,145 | - | - | - | - | - | - | - | - | 7,004,100 | - | - | - | 700,410 | - | 18,035 | - | - | - | - | - | - | - | - | 7,722,545 | ||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issued Capital (Notes 21 and 25) | Advance Receipts for | Share Capital Ordinary Shares |
BALANCE AT JANUARY 1, 2019 $ 6,982,275 $ 4,680 |
Appropriation of the 2018 earnings | Legal reserve - - |
Special reserve - - |
Cash dividends on ordinary shares - - |
Cash dividends distributed by subsidiaries - - |
Recognition of employee share options by the Company 16,955 190 |
Compensation costs recognized for employee share | options - - |
Changes in capital surplus from investments in associates | accounted for using the equity method - - |
Differences between consideration paid and carrying | amount of subsidiaries acquired or disposed of - - |
Changes in percentage of ownership interests in | subsidiaries - - |
Net profit for the year ended December 31, 2019 - - |
Other comprehensive income (loss) for the year ended | December 31, 2019, net of income tax - - |
Total comprehensive income (loss) for the year ended | December 31, 2019 - - |
Disposal of investments in equity instruments designated | as at fair value through other comprehensive income | by associates - - |
BALANCE AT DECEMBER 31, 2019 6,999,230 4,870 |
Appropriation of the 2019 earnings | Legal reserve - - |
Special reserve - - |
Cash dividends on ordinary shares - - |
Share dividends on ordinary shares 700,410 - |
Cash dividends distributed by subsidiaries - - |
Recognition of employee share options by the Company 19,815 (1,780 ) |
Compensation costs recognized for employee share | options - - |
Changes in capital surplus from investments in associates | accounted for using the equity method - - |
Differences between consideration paid and carrying | amount of subsidiaries acquired or disposed of - - |
Changes in percentage of ownership interests in | subsidiaries - - |
Net profit for the year ended December 31, 2020 - - |
Other comprehensive income (loss) for the year ended | December 31, 2020, net of income tax - - |
Total comprehensive income (loss) for the year ended | December 31, 2020 - - |
Disposal of investments in equity instruments designated | as at fair value through other comprehensive income | by associates - - |
BALANCE AT DECEMBER 31, 2020 $ 7,719,455 $ 3,090 |
ADVANTECH CO., LTD. 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 expense Amortization expense Expected credit loss recognized (reversal of impairment loss) Net gain on financial assets or liabilities at fair value through profit or loss Compensation costs of employee share options Finance costs Interest income Dividend income Share of profit of associates accounted for using the equity method Net loss (gain) on disposal of property, plant and equipment Impairment loss Net loss on disposal of subsidiaries Net loss (gain) on disposal of investments Changes in operating assets and liabilities Financial assets at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Inventories Other current assets Notes payable and trade payables Net defined benefit liabilities Other payables Short-term warranty provisions Other current liabilities Other non-current liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Disposal of financial assets at amortized cost |
2020 $ 9,128,361 792,808 175,394 (10,608) (8,571) 365,248 20,176 (39,632) (99,326) (166,036) 25,293 245,917 - 574 (1,792,887) (346,703) 416,710 (8,576) 44,889 (29,767) 204,660 (559,582) (3,305) 284,784 (44,525) (87,430) (3,600) 8,504,266 39,632 99,326 (3,957) (560,701) 8,078,566 (44,719) (651,249) 790,975 |
2019 $ 9,307,880 807,586 210,206 11,461 (143,852) 295,427 25,041 (45,498) (100,197) (122,820) (38,558) 386,153 21,619 (685) (1,603,672) (84,936) 201,893 (1,205) (53,956) 215,450 (171,757) (1,353,468) (7,878) (54,237) 11,829 244,579 (14,508) 7,941,897 45,498 100,197 (6,865) (1,885,258) 6,195,469 (37,354) - (165,161) (Continued) |
|---|---|---|
ADVANTECH CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Acquisition of investments accounted for using the equity method Net cash outflow on the acquisition of subsidiaries (net carrying amount of cash) Net cash outflow on disposal of subsidiaries Dividends received from associates Net cash inflow on disposal of associates Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Payments for intangible assets Decrease (increase) in prepayments for equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Repayments of long-term borrowings Increase (decrease) in guarantee deposits received Payments of cash dividends Payment of the principal portion of lease liabilities Exercise of employee share options Dividends paid to non-controlling interests Increase in non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) 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 $ (383,086) (2,724) - 163,216 7,656 (619,025) 46,086 (2,641) (136,448) 23,075 (808,884) (65,200) (42,393) 28 (5,463,198) (239,314) 139,687 (11,443) (32,724) (5,714,557) (61,619) 1,493,506 6,003,936 $ 7,497,442 |
2019 $ (497,232) (542,156) (81) 117,774 830 (938,035) 443,132 (10,271) (153,608) (23,652) (1,805,814) 56,506 (9,270) (561) (4,751,129) (221,264) 140,436 (14,039) 71,557 (4,727,764) (291,116) (629,225) 6,633,161 $ 6,003,936 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Advantech Co., Ltd.
Opinion
We have audited the accompanying financial statements of Advantech Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the 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, 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, 2020. 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 financial statements for the year ended December 31, 2020 are as follows:
Assessment of Provision for Inventory Write-downs
As of December 31, 2020, inventories amounted to NT$3,697,499 thousand and accounted for 8% of the total assets in the Company’s financial statements, which represented a significant percentage of the total assets.
Due to the rapid changes in technological environment and industrial characteristics, inventories of the Company are available in different sizes and types. They are measured at the lower of cost or net realizable value and calculated according to the proportion of potential impairment for aged inventories. After analyzing the method of inventory valuation, we noticed that the provisions for obsolete inventories was based on the number of days inventory were not moving. Therefore, the assessment of inventory write-downs has a significant impact on the Company’s financial statements and the provision for inventory write-downs was deemed to be a key audit matter.
Our audit procedures performed in respect of the above key audit matter included the following:
-
We assessed and analyzed the Company’s policies for the provision of inventory write-downs and compared them with other competitors’ policies to affirm the reasonableness and consistency of application.
-
We obtained an understanding of the internal controls, evaluated and tested the design and operating effectiveness of these controls over the provision for inventory write-downs.
-
We reviewed the historical inventory aging reports together with the list of any subsequently scrapped items and assessed the reasonableness of ratios for recognizing loss provision for aged inventories.
-
We verified the appropriateness of source data, parameters and logic used in the Company’s inventory aging analysis reports.
Sales Revenue
Since the Company operates in a highly competitive industry, there is a risk of revenue recognition due to the strong sales demand and the need to remain competitive. We obtained an understanding of the purchase and sales transactions of the customer and analyzed whether simultaneous increase in the Company’s sales revenue and cost of goods sold was due to the processing of imported materials. Therefore, we considered the Company’s sales revenue as a key audit matter.
Our audit procedures performed in respect of the above key audit matter included the following:
-
We compared the details and assessed for any simultaneous purchase and sales transactions, obtained an understanding of the transaction pattern, checked relevant evidence to confirm the processing of imported materials, and identified the potential risks.
-
We interviewed personnel who carried out the control activities and reviewed the related internal vouchers, obtained an understanding of the internal controls related to revenue recognition and evaluated the design, implementation, and operating effectiveness of these controls over revenue recognition.
-
We obtained the consumption calculation table of materials specified by the customers and verified its source data, logic and parameters used.
-
We confirmed that sales revenue and cost of goods sold had been deducted based on the consumption calculation table in accordance with the applicable accounting policies for revenue recognition.
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 Jr-Shian Ke and Kwan-Chung Lai.
Deloitte & Touche Taipei, Taiwan Republic of China
March 5, 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.
ADVANTECH CO., LTD.
BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 26) Notes receivable (Notes 4 and 9) Notes receivable from related parties (Notes 4 and 27) Trade receivables (Notes 4 and 9) Trade receivables from related parties (Notes 4 and 27) Other receivables Other receivables from related parties (Note 27) Inventories (Notes 4, 5 and 10) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 26) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4 and 12) Right-of-use assets (Notes 4 and 13) Goodwill (Notes 4 and 14) Other intangible assets (Note 4) Deferred tax assets (Notes 4 and 19) Prepayments for equipment Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 26) Notes payable and trade payables Trade payables to related parties (Note 27) Other payables (Note 15) Other payables to related parties (Note 27) Current tax liabilities (Notes 4 and 19) Short-term warranty provisions (Note 4) Lease liabilities - current (Notes 4 and 13) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Current tax liabilities - non-current (Notes 4 and 19) Deferred tax liabilities (Notes 4 and 19) Lease liabilities - non-current (Notes 4 and 13) Net defined benefit liabilities (Notes 4 and 16) Other non-current liabilities (Note 11) Total non-current liabilities Total liabilities EQUITY (Notes 4 and 17) Share capital Ordinary shares Advance receipts for share capital Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of the foreign financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Other equity - unearned employee compensation Total other equity Total equity TOTAL |
2020 | 2019 | ||
|---|---|---|---|---|
| Amount % $ 2,062,596 5 3,652,818 8 20,508 - 6,775 - 1,131,586 2 4,936,420 11 131,950 - 26,355 - 3,697,499 8 54,446 - 15,720,953 34 1,332,435 3 21,703,009 47 6,549,679 14 7,860 - 111,599 1 107,986 - 484,765 1 46,051 - 6,132 - 30,349,516 66 $ 46,070,469 100 $ 21,044 - 2,170,501 5 1,793,372 4 2,492,198 5 64,173 - 2,170,762 5 60,663 - 3,044 - 215,943 - 8,991,700 19 291,961 1 2,030,161 4 4,678 - 284,398 1 57,415 - 2,668,613 6 11,660,313 25 7,719,455 17 3,090 - 7,722,545 17 7,913,754 17 7,020,201 15 845,993 2 11,739,513 26 19,605,707 43 (1,006,635) (2) 173,308 - 1,477 - (831,850) (2) 34,410,156 75 $ 46,070,469 100 |
Amount % $ 1,816,875 4 1,641,753 4 34,180 - - - 1,312,920 3 5,217,377 12 138,222 - 17,080 - 3,617,906 9 58,377 - 13,854,690 32 1,224,385 3 20,365,258 48 6,597,256 16 11,833 - 111,599 - 106,637 - 455,149 1 32,228 - 8,429 - 28,912,774 68 $ 42,767,464 100 $ 521 - 2,319,108 5 2,087,930 5 2,411,864 6 63,884 - 1,329,258 3 63,223 - 5,446 - 192,551 1 8,473,785 20 - - 1,776,054 4 6,438 - 266,582 1 90,506 - 2,139,580 5 10,613,365 25 6,999,230 16 4,870 - 7,004,100 16 7,397,029 17 6,285,079 15 798,763 2 11,515,121 27 18,598,963 44 (878,261) (2) 30,970 - 1,298 - (845,993) (2) 32,154,099 75 $ 42,767,464 100 |
The accompanying notes are an integral part of the financial statements.
ADVANTECH CO., LTD.
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 and 27) Sales Other operating revenue Total operating revenue OPERATING COSTS (Notes 10, 18 and 27) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES (Note 4) REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES (Note 4) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 18 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (reversal of impairment loss) Total operating expenses OPERATING PROFIT NON-OPERATING INCOME Share of the profit of subsidiaries and associates accounted for using the equity method (Notes 4 and 11) Interest income (Note 4) Gains (losses) on disposal of property, plant and equipment (Note 4) Foreign exchange losses, net (Notes 4, 18 and 28) Losses on disposal of investments Gains (losses) on financial instruments at fair value through profit or loss (Note 4) Dividend income (Note 4) Other income (Notes 22 and 27) |
2020 Amount % $ 33,968,304 99 422,738 1 34,391,042 100 23,076,590 67 11,314,452 33 (612,224) (2) 695,422 2 11,397,650 33 654,808 2 862,047 3 2,916,152 8 (7,247) - 4,425,760 13 6,971,890 20 1,616,477 5 468 - (1,881) - (21,429) - (1,525) - (20,695) - 70,673 - 127,456 - |
2019 | ||
|---|---|---|---|---|
| Amount % $ 36,246,058 99 385,989 1 36,632,047 100 24,903,412 68 11,728,635 32 (695,422) (2) 665,475 2 11,698,688 32 669,164 2 758,743 2 3,022,801 8 6,624 - 4,457,332 12 7,241,356 20 1,443,177 4 762 - 45,613 - (75,031) - - - 37,815 - 77,812 - 109,275 - (Continued) |
ADVANTECH CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Finance costs (Note 18) Other losses Total non-operating income PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 19) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 16) Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method (Note 17) Unrealized gains (losses) on investment in equity instruments as at fair value through other comprehensive income (Note 17) Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 19) Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations (Notes 4 and 17) Share of other comprehensive loss of subsidiaries and associates accounted for using the equity method (Notes 4 and 17) Income tax relating to item that may be reclassified subsequently to profit (Notes 4, 17 and 19) Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
2020 Amount % $ (710) - (84) - 1,768,750 5 8,740,640 25 1,492,685 4 7,247,955 21 (22,010) - 21,736 - 108,050 - 4,402 - (139,036) - (21,431) - 32,093 - (16,196) - $ 7,231,759 21 |
2019 | ||
|---|---|---|---|---|
| Amount % $ (2,293) - (69) - 1,637,061 4 8,878,417 24 1,527,197 4 7,351,220 20 (14,764) - 21,804 - 307,604 1 2,953 - (481,498) (1) (22,272) - 100,754 - (85,419) - $ 7,265,801 20 (Continued) |
ADVANTECH CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| EARNINGS PER SHARE (Note 20) Basic Diluted |
2020 Amount % $ 9.40 $ 9.27 |
2019 |
|---|---|---|
| Amount % $ 9.56 $ 9.44 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
| Total Equity | $ 29,216,500 | - | - | (4,751,129 ) | 140,436 | 295,427 | (14,967 ) | 1,657 | 374 | 7,351,220 | (85,419 ) | (85,419 ) | 7,265,801 | 7,265,801 | - | 32,154,099 | - | - | (5,463,198 ) | - | 139,687 | 365,248 | 43,319 | (43,440 ) | (17,318 ) | 7,247,955 | (16,196 ) | (16,196 ) | 7,231,759 | 7,231,759 | - | $ 34,410,156 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unearned | Stock-Based | Employee | Compensation | $ 736 | - | - | - | - | - | 562 | - | - | - | - | - | - | 1,298 | - | - | - | - | - | - | 179 | - | - | - | - | - | - | $ 1,477 | |||||||||||||||||||
| Other Equity (Note 17) | Unrealized Gain or | Loss on Financial | Assets at Fair Value | Through Other | Comprehensive | Income | $ (324,254 ) | - | - | - | - | - | - | - | - | - | 330,855 | 330,855 | 24,369 | 30,970 | - | - | - | - | - | - | - | - | - | - | 132,510 | 132,510 | 9,828 | $ 173,308 | ||||||||||||||||
| Exchange | Differences on | Translation of the | Financial | Statements of | Foreign Operations | $ (475,245 ) | - | - | - | - | - | - | - | - | - | (403,016 ) | (403,016 ) | - | (878,261 ) | - | - | - | - | - | - | - | - | - | - | (128,374 ) | (128,374 ) | - | $(1,006,635 ) | |||||||||||||||||
| Total | $ 16,036,499 | - | - | (4,751,129 ) | - | - | - | - | - | 7,351,220 | (13,258 ) | 7,337,962 | (24,369 ) | 18,598,963 | - | - | (5,463,198 ) | (700,410 ) | - | - | - | (34,762 ) | (12,681 ) | 7,247,955 | (20,332 ) | 7,227,623 | (9,828 ) | $19,605,707 | ||||||||||||||||||||||
| Retained Earnings (Note 17) | Unappropriated | Special Reserve Earnings |
$ 369,655 $ 10,011,231 |
- (629,466 ) |
429,108 (429,108 ) |
- (4,751,129 ) |
- - |
- - |
- - |
- - |
- - |
- 7,351,220 |
- (13,258 ) |
- 7,337,962 |
- (24,369 ) |
798,763 11,515,121 |
- (735,122 ) |
47,230 (47,230 ) |
- (5,463,198 ) |
- (700,410 ) |
- - |
- - |
- - |
- (34,762 ) |
- (12,681 ) |
- 7,247,955 |
- (20,332 ) |
- 7,227,623 |
- (9,828 ) |
$ 845,993 $11,739,513 |
||||||||||||||||||||
| Legal Reserve | $ 5,655,613 | 629,466 | - | - | - | - | - | - | - | - | - | - | - | 6,285,079 | 735,122 | - | - | - | - | - | - | - | - | - | - | - | - | $ 7,020,201 | ||||||||||||||||||||||
| Capital Surplus | (Notes 17 and 21) | $ 6,991,809 | - | - | - | 123,291 | 295,427 | (15,529 ) | 1,657 | 374 | - | - | - | - | 7,397,029 | - | - | - | - | 121,652 | 365,248 | 43,140 | (8,678 ) | (4,637 ) | - | - | - | - | $ 7,913,754 | |||||||||||||||||||||
| Total | 6,986,955 | - | - | - | 17,145 | - | - | - | - | - | - | - | - | 7,004,100 | - | - | - | 700,410 | 18,035 | - | - | - | - | - | - | - | - | 7,722,545 | ||||||||||||||||||||||
| Issued Capital (Notes 17 and 21) | Advance Receipts | for Ordinary Share | $ 4,680 $ |
- | - | - | 190 | - | - | - | - | - | - | - | - | 4,870 | - | - | - | - | (1,780 ) | - | - | - | - | - | - | - | - | $ 3,090 $ |
||||||||||||||||||||
| Share Capital | $ 6,982,275 | - | - | - | 16,955 | - | - | - | - | - | - | - | - | 6,999,230 | - | - | - | 700,410 | 19,815 | - | - | - | - | - | - | - | - | $ 7,719,455 | ||||||||||||||||||||||
| BALANCE AT JANUARY 1, 2019 AS RESTATED | Appropriation of the 2018 earnings | Legal reserve | Special reserve | Cash dividends on ordinary shares | Recognition of employee share options by the Company | Compensation costs recognized for employee share options | Changes in capital surplus from investments in associates accounted for using equity | method | Differences between consideration paid and carrying amounts of subsidiaries | acquired or disposed of | Changes in percentage of ownership interests in subsidiaries | Net profit for the year ended December 31, 2019 | Other comprehensive income (loss) for the year ended December 31, 2019, net of | income tax | Total comprehensive income (loss) for the year ended December 31, 2019 | Disposal of investments in equity instruments designated as at fair value through | other comprehensive income by associates | BALANCE AT DECEMBER 31, 2019 | Appropriation of the 2019 earnings | Legal reserve | Special reserve | Cash dividends distributed by the Company | Share dividends distributed by the Company | Recognition of employee share options by the Company | Compensation costs recognized for employee share options | Changes in capital surplus from investments in associates accounted for using equity | method | Differences between consideration paid and carrying amounts of subsidiaries | acquired or disposed of | Changes in percentage of ownership interests in subsidiaries | Net profit for the year ended December 31, 2020 | Other comprehensive income (loss) for the year ended December 31, 2020, net of | income tax | Total comprehensive income (loss) for the year ended December 31, 2020 | Disposal of investments in equity instruments designated as at fair value through | other comprehensive income by associates | BALANCE AT DECEMBER 31, 2020 |
ADVANTECH CO., LTD.
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 expense Amortization expense Expected credit loss recognized Net loss on financial assets or liabilities at fair value through profit or loss Financial costs Interest income Dividend income Compensation costs of employee share options Share of profit of subsidiaries and associates accounted for using the equity method Loss (gain) on disposal of property, plant and equipment Loss on disposal of investments Realized loss (gain) on the transactions with subsidiaries and associates Changes in operating assets and liabilities Financial assets held for trading Notes receivable Notes receivable from related parties Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Notes payable and trade payables Trade payables to related parties Other payables Other payables to related parties Short-term warranty provisions Net defined benefit liabilities Other current liabilities Other non-current liabilities Cash generated from operations Interest received Dividends received Interests paid Income tax paid Net cash generated from operating activities |
2020 $ 8,740,640 240,113 93,810 (7,247) 20,695 710 (468) (70,673) 365,248 (1,616,477) 1,881 1,525 (83,198) (2,011,237) 13,672 (6,775) 188,581 280,957 6,272 (9,275) (79,593) 3,931 (148,607) (294,558) 80,334 289 (2,560) (4,194) 23,392 100 5,727,288 468 70,673 (710) (98,234) 5,699,485 |
2019 $ 8,878,417 245,332 100,070 6,624 37,815 2,293 (762) (77,812) 295,427 (1,443,177) (45,613) - 29,947 (324,794) 41,023 - 168,293 437,819 5,003 24,031 13,073 (15,660) (1,644,362) 392,331 (119,063) 9,301 5,548 (3,455) 53,476 2,637 7,073,762 762 77,812 (2,293) (1,411,725) 5,738,318 (Continued) |
|---|---|---|
ADVANTECH CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investments accounted for using the equity method Proceeds from disposal of subsidiaries Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase (decrease) in refundable deposits Payments for intangible assets Proceeds from disposal of intangible assets Decrease (increase) in prepayments for equipment Dividends received from subsidiaries and associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in guarantee deposits received Repayment of principal portion of lease liabilities Cash dividends paid Exercise of employee share options Net cash used in financing activities NET INCREASE (DECREASE) 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 $ (164,771) 33,455 (180,986) 497 2,297 (86,782) - (27,964) 302,354 (121,900) - (8,353) (5,463,198) 139,687 (5,331,864) 245,721 1,816,875 $ 2,062,596 |
2019 $ (1,935,265) - (99,413) 61,811 (4,466) (111,079) 14,424 (11,935) 270,636 (1,815,287) (272) (5,149) (4,751,129) 140,436 (4,616,114) (693,083) 2,509,958 $ 1,816,875 |
|---|---|---|
The accompanying notes are an integral part of the financial statements.
(Concluded)
Advantech Co., Ltd. 2020 Profit Distribution Table
| Item | Total |
|---|---|
| Unappropriated retained earnings - beginning | 4,569,161,393 |
| Less: using the equity method adjusted in retained earnings | (47,442,827) |
| Less: remeasurements of the defined benefit recognized in retained |
(20,332,628) |
| Less: cumulative profit or loss of disposals of investments in equity instruments designated as at fair value through other comprehensive income directly transferred to retained earnings |
(9,827,838) |
| Adjusted Unappropriated Retained Earnings | 4,491,558,100 |
| Add: Net income | 7,247,955,048 |
| Less: 10% legal reserve appropriated | (717,035,176) |
| Reversed special reserve | 14,142,758 |
| Current earnings available for distribution | 11,036,620,730 |
| Distributions: | |
| Common stock cash dividend ( Dividends Per Share $7.1) | (5,480,813,128) |
| Unappropriated retained earnings - ending | 5,555,807,602 |
Chairman: K.C. Liu President: Eric Chen Miller Chang Linda Tsai
Chief Financial officer: Mandy Lin
Advantech Co., Ltd.
Corporate Charter (Articles of Incorporation) Article Amendments Table
After amendment
Article 5
The Company’s total capital amounted to NT$10 billion with 1billion shares authorized at NT$10 par. The board of directors is authorized to have stock shares issue separately. For the total capital referred to above, NT$500 million is reserved for exercising stock option with warrant or bonds with attached warrants. The Company has stock shares transferred to employees at a price below the average repurchase price; also, the transaction prior to the transfer of shares should be presented in the most recent shareholders’ meeting that is attended by the shareholders with a majority shareholding and approved by the attending shareholders with two thirds of the shareholding.
Article 22
The Corporate Charter (Article of Incorporation) was established on September 25, 1981 (the first time ~ Twentieth are omitted).
The 21st amendment of the Corporate Charter (Article of Incorporation) was made on May 2, 2003.
The 22nd amendment of the Corporate Charter (Article of Incorporation) was made on May 27, 2003.
The 23rd amendment of the Corporate Charter (Article of Incorporation) was made on May 24, 2005.
The 24th amendment of the Corporate Charter (Article of Incorporation) was made on November 18, 2005.
The 25th amendment of the Corporate Charter (Article of Incorporation) was made on June 16, 2006.
The 26th amendment of the Corporate Charter (Article of Incorporation) was made on June 15, 2007.
The 27th amendment of the Corporate Charter (Article of Incorporation) was made on June 12, 2008.
The 28th amendment of the Corporate Charter (Article of Incorporation) was made on May 15, 2009. The 29th amendment of the Corporate Charter (Article of Incorporation) was made on May 18, 2010. The 30th amendment of the Corporate Charter (Article of Incorporation) was made on May 25, 2011.
The 31st amendment of the Corporate Charter (Article of Incorporation) was made on June 13,
Before amendment Remark Article 5 According The Company’s total capital amounted to to the NT$8 billion with 800 million shares actual authorized at NT$10 par. The board of practice directors is authorized to have stock shares issue separately. For the total capital referred to above, NT$500 million is reserved for exercising stock option with warrant or bonds with attached warrants. The Company has stock shares transferred to employees at a price below the average repurchase price; also, the transaction prior to the transfer of shares should be presented in the most recent shareholders’ meeting that is attended by the shareholders with a majority shareholding and approved by the attending shareholders with two thirds of the shareholding. Article 22 Update the The Corporate Charter (Article of date of the Incorporation) was established on September amendment 25, 1981 (the first time ~ Twentieth are omitted). The 21st amendment of the Corporate Charter (Article of Incorporation) was made on May 2, 2003. The 22nd amendment of the Corporate Charter (Article of Incorporation) was made on May 27, 2003. The 23rd amendment of the Corporate Charter (Article of Incorporation) was made on May 24, 2005. The 24th amendment of the Corporate Charter (Article of Incorporation) was made on November 18, 2005. The 25th amendment of the Corporate Charter (Article of Incorporation) was made on June 16, 2006. The 26th amendment of the Corporate Charter (Article of Incorporation) was made on June 15, 2007.
The 27th amendment of the Corporate Charter (Article of Incorporation) was made on June 12, 2008.
The 28th amendment of the Corporate Charter (Article of Incorporation) was made on May 15, 2009.
The 29th amendment of the Corporate Charter (Article of Incorporation) was made on May 18, 2010.
The 30th amendment of the Corporate Charter (Article of Incorporation) was made on May 25, 2011.
The 31st amendment of the Corporate Charter
- (Article of Incorporation) was made on June The 32nd amendment of the Corporate Charter 13, 2012. (Article of Incorporation) was made on June 18, The 32nd amendment of the Corporate 2014. Charter (Article of Incorporation) was made The 33rd amendment of the Corporate Charter on June 18, 2014.
The 33rd amendment of the Corporate Charter (Article of Incorporation) was made on May 28, 2015.
The 33rd amendment of the Corporate Charter (Article of Incorporation) was made on May 28, 2015. The 34rd amendment of the Corporate Charter (Article of Incorporation) was made on May 25, 2016. The 35rd amendment of the Corporate Charter (Article of Incorporation) was made on May 26, 2017.
The 34th amendment of the Corporate Charter (Article of Incorporation) was made on May 25, 2016.
The 35th amendment of the Corporate Charter (Article of Incorporation) was made on May 26, 2017.
The 36th amendment of the Corporate Charter (Article of Incorporation) was made on May 24, 2018.
The 36th amendment of the Corporate Charter (Article of Incorporation) was made on May 24, 2018. The 37th amendment of the Corporate Charter (Article of Incorporation) was made on May 28, 2019.
The 37th amendment of the Corporate Charter (Article of Incorporation) was made on May 28, 2019. The 38th amendment of the Corporate Charter (Article of Incorporation) was made on August 19, 2019.
Advantech Co., Ltd.
Rules and Procedure for Shareholders’ Meetings
| After amendment | Before amendment | Remark |
|---|---|---|
| Article 3 The Chairman may officially hold the meeting when shareholders holding over half of the total number of issued shares are present, and announce the relevant information such as the number of shares with non-voting rights and the number of shares of attendees. If the attending shareholders are without the statutory shareholding at the meeting time, the Chairman may announce to have the meeting postponed. If the attending shareholders are without the statutory shareholding but with one thirds of the total number of shares issued after two postpones (30 minutes per postpone), it can be processed in accordance with Article 175 of the Company Law and a pseudo resolution can be reached with the consent of a majority votes. For the proceeding referred to above, if the attending shareholders qualify the statutory shareholding, the Chairman may announce the meeting in session at any time and has the pseudo resolution submitted in the shareholders’ meeting for ratification. |
Article 3 The Chairman is to announce the meeting in session when the attending shareholders are with a majority shareholding. If the attending shareholders are without the statutory shareholding at the meeting time, the Chairman may announce to have the meeting postponed. If the attending shareholders are without the statutory shareholding but with one thirds of the total number of shares issued after two postpones (30 minutes per postpone), it can be processed in accordance with Article 175 of the Company Law and a pseudo resolution can be reached with the consent of a majority votes. For the proceeding referred to above, if the attending shareholders qualify the statutory shareholding, the Chairman may announce the meeting in session at any time and has the pseudo resolution submitted in the shareholders’ meeting for ratification. |
According to the governing law and regulations |
| Article 12 The vote on the motion, unless otherwise provided by the Company Law, is approved by the attending shareholders with a majority shareholding.All relevant proposals of the shareholders'meeting (including ad hoc motions and amendments to the original proposals) shall be voted on a case-by-case basis, and an adequate voting time period shall be arranged. |
Article 12 The vote on the motion, unless otherwise provided by the Company Law, is approved by the attending shareholders with a majority shareholding.If there is no objection raised when the Chairman consulted the attending shareholders, it is deemed as approved and the effect is same as voting. |
According to the governing law and regulations |
Article 14.1 When the election of directors is planned to be held at the shareholders’meeting, it shall be implemented in accordance with the relevant election regulations specified by the Company and shall announce the results of the election on-site, including the lists of elected directors and unelected directors and supervisors as well as their respective obtained votes. The ballots casted in the election referred to above shallbe sealed and signed by the |
Article 14.1 The election of directors, if any, in the shareholders’meeting should be handled in accordance with the relevant norms of the Company and the election result should be announced immediately in the meeting, including the name of the elected directors and supervisors and the respective number of voting rights. The ballots casted in the election referred to above shall be sealed and signed by the ballotinspectorsforsafekeepingforatleast |
According to the governing law and regulations |
ballot inspectors for safekeeping for at least one year; however, they should be reserved one year; however, they should be reserved until the end of the legal proceeding that is until the end of the legal proceeding that is filed by the shareholders in accordance with filed by the shareholders in accordance Article 189 of the Company Law. with Article 189 of the Company Law. Article 19 Article 19 Update the date These Procedures were established on These Procedures were established on May 3, of the May 3, 1997. 1997. amendment The 1st amendment was made on April The 1st amendment was made on April 24, 24, 1999. 1999. The 2nd amendment was made on May The 2nd amendment was made on May 30, 30, 2002. 2002. The 3rd amendment was made on June 16, The 3rd amendment was made on June 16, 2006. 2006. The 4th amendment was made on May 18, The 4th amendment was made on May 18, 2010 2010 The 5th amendment was made on June 13, The 5th amendment was made on June 13, 2012. 2012. The 6th amendment was made on May 26, The 6th amendment was made on May 26, 2017. 2017. The 7th amendment was made on August 19, 2021.