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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)

  • I. Management Presentations

  • The 2020 Business Report (see appendix I)

  • The Audit Committee’s Review Report on the 2020 Financial Statements (see appendix II)

  • Status reports of the Cash dividends for Distribution of 2020 Profits

  • Report of Employees’ compensation and Directors’ compensation of 2020.

  • The Status of Endorsement and Guarantee in 2020 (see meeting agenda)

  • II. Proposals

  • Adoption of the 2020 Business Report and Financial Statements

    • (Proposed by the board of directors )

Explanation:

  • (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.

  • (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.

  1. Adoption of the Proposal for Distribution of 2020 Earnings. (Proposed by the board of directors ) Explanation:

  2. (1) Please refer to the 2020 prorofit distribution table in Attachment IV.

  3. (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:

  4. (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.

  5. (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.

  6. (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

  1. 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.

  1. 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.

  1. 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:

  • (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.

  • (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.

  • (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.

  • (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.

  • (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:

  1. 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.

  2. 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.

  3. 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.

  4. 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:

  1. 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.

  2. 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.

  3. We obtained details of accounts, analyzed their balances and reconciled them with general ledgers; we traced source documents to general ledgers.

  4. 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.

  5. 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:

  1. 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.

  2. 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.

  3. We obtained the consumption calculation table of materials specified by the customers and verified its source data, logic and parameters used.

  4. 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:

  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 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:

  1. 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.

  2. 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.

  3. 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.

  4. 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:

  1. 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.

  2. 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.

  3. We obtained the consumption calculation table of materials specified by the customers and verified its source data, logic and parameters used.

  4. 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:

  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 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

  1. (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.