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AUO — AGM Information 2025
Jun 16, 2025
52062_rns_2025-06-16_f36cf283-a0ea-4b29-95ff-ed2388f8ff45.pdf
AGM Information
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TWSE 2409
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OTC Markets AUOTY
AUO Corporation
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2025 Annual General Shareholders Meeting
Meeting Agenda
(Translation)
Date: May 28, 2025
NOTES TO SHAREHOLDERS:
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For the Company s 2024 annual report, please refer to the Company s website at https://www.auo.com/en-global/shareholder_information/index
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For the significant differences in the corporate governance between the practices of US 3. Minutes of the Company s 2025 Annual General Shareholders Meeting will be available on the Company s website within 20 days after the Meeting at https://www.auo.com/en-global/shareholder_information/index
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Table of Contents
I. Meeting Procedure
II. Meeting Agenda
III. Attachments
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2024 Business Report
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Audit Committee s Review Report
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2024 Remunerations of Director and Independent Director
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List of Director Candidates
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Independent Auditors Report and 2024 Parent Company Only Financial Statements
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Independent Auditors Report and 2024 Consolidated Financial Statements
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2024 Loss Off-Setting Proposal
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Comparison table of the Articles of Incorporation before and after amendment
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List of non-competition restrictions proposed to be lifted
IV. Appendices
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Articles of Incorporation (before the amendments)
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Rules for the Election of Directors
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Shareholding of Directors
------Disclaimer----
THIS IS A TRANSLATION OF THE AGENDA FOR THE 2025 ANNUAL GENERAL SHAREHOLDERS MEETING OF AUO CORPORATION. THE TRANSLATION IS FOR REFERENCE ONLY. IF THERE IS ANY DISCREPANCY BETWEEN THE ENGLISH VERSION AND CHINESE VERSION, THE CHINESE VERSION SHALL PREVAIL.
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I. Meeting Procedure
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AUO Corporation
2025 Annual General Shareholders Meeting Procedure
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Call Meeting to Order
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Chair s Address
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Report Items
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Election Items
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Recognition and Discussion Items
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Extraordinary Motions
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Meeting Adjourn
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II. Meeting Agenda
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AUO Corporation
2025 Annual General Shareholders Meeting Agenda
Method of Convening the Meeting: Hybrid Shareholders' Meeting
Time: 9:30 a.m., May 28, 2025, Wednesday
Place : Meeting Room in AUO's Headquarter
(No. 1, Gongye E. 3rd Rd., East Dist., Hsinchu Science Park, Hsinchu City) E-Meeting Platform -Services Corporation https:// stockservices.tdcc.com.tw
Attendants: All shareholders or their proxy holders Chair: Shuang-Lang (Paul) Peng, Chairman
1.
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2. Report Items
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(1) To report the business of 2024
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(2) Audit Committee's Review Report and Communication between members of Audit Committee and head of Internal Audit
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(3) To report the cash distribution from capital surplus
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(4) To report 2024
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(5) To report the resolution and implementation of repurchase of the Company's shares
3. Election Items
- (1) To elect nine directors (including five independent directors) being the eleventh-term directors
4. Recognition and Discussion Items
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(1) To accept 2024 Business Report and Financial Statements
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(2) To accept the proposal for 2024 loss off-setting
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(3) To amend the Articles of Incorporation
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(4) To lift non-competition restrictions on board members
5. Extraordinary Motions
6. Meeting Adjourn
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Report Items
1. To report the business of 2024
Explanation: The 2024 Business Report is attached hereto as Attachment 1 (Pages 1216).
2. Audit Committee's Review Report and Communication between members of Audit
Committee and head of Internal Audit
Explanation: The Audit Committee s Review Report is attached hereto as Attachment 2 (Page 17). Please refer to Page 29-30 in 2024 Annual Report for the communication between members of Audit Committee and head of Internal Audit.
3. To report the cash distribution from capital surplus
Explanation:
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~~(1) It is prop~~ osed to distribute NT$2,300,364,291 from capital surplus derived from the premium on common share issuance pursuant to Article 241 of the Company Act (NT$0.3 for every common share, i.e. NT$300 for every 1,000 common shares held).
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(2) It is proposed that the Chair of Board of Directors shall be authorized to determine the record date for the distribution. In the event that changes in the Company's share capital affect the number of shares outstanding, resulting in adjustments to the cash distribution ratio for shareholders, the Chair of Board of Directors is authorized to adjust the distribution ratio based on the actual number of shares outstanding on the record date for distribution.
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(3) The distribution will be based on the list of shareholders registered as of the record date of cash distribution of capital surplus. The distribution to each shareholder will be paid to the rounded-down full NT dollar. Amounts less than one whole NT dollar are rounded-down to the nearest NT dollar. The aggregate unpaid cash distribution resulting from the above rounded-down, will be distributed to shareholders in the descending order of decimal point and the ascending order of shareholder account numbers, until the total amount of the approved cash distribution has been fully distributed.
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4. To report 2024
Explanation:
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(1) The remuneration of the directors of the Company shall be paid by the Board of Directors in accordance with the provisions of the Regulations Governing the Remuneration of Directors and Members of Functional Committees, which are formulated in accordance with the authorization of the Articles of Incorporation, based on the participation and value of contribution by the directors to the operation of the Company, and with reference to the standards of domestic and foreign industry. The remuneration of the directors shall take into account each various functional committees), as well as risks and time invested, and may be reduced at their discretion in accordance with the results of operational performance or performance evaluation of the directors.
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(2) Where the Company has a profit before tax for each fiscal year, the Company shall set aside no more than 1% of the remaining profit for distribution to directors as remuneration. But if the Company still incurs losses from preceding years, certain amount of the profit shall be reserved first to recuperate the losses.
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(3) had been distributed by the Company in 2024 fiscal
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year.
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(4) The amount compensation and content of directors is attached hereto as Attachment 3 (Pages 18).
5. To report the resolution and implementation of repurchase of the Company's shares
Explanation: Below is the resolution and implementation of repurchase of the Company's shares:
| Company's shares: | |
|---|---|
| Instance | 4thRound |
| Purpose | To maintain the Company's credit and shareholders'equity |
| Buyback Period | February 19, 2025 to April 13, 2025 |
| Price Range | NT$14.65 to NT$15.50 |
| Type and Volume (shares) of the Repurchased shares |
120,782,000 Common Shares |
| Amounts of the Repurchased shares | NT$1,824,139,261 |
| The ratio of the Repurchased Shares to the Planned Buyback Shares |
79% |
| Cumulated holding Volume | 120,782,000 Shares |
| The ratio of the Cumulated holding Volume to the total issued shares |
1.58% |
| Reasons for non-completion | To maintain the interests of shareholders and the market trading mechanisms, the Company has adopted a phased buyback strategy based on stock price movements and trading volume. Although the buyback has not been fully completed, the execution rate has reached 79%. |
| The number of shares proposed for cancellation |
120,782,000 Shares; The recording date for the capital reduction is proposed to be May 28, 2025 |
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Election Item
To elect nine directors (including five independent directors) being the eleventh-term directors. (proposed by the Board of Directors)
Explanation:
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(1) The term of office for the tenth-term directors will expire on June 16, 2025. Thus, it is proposed to elect nine directors (including five independent directors) at the 2025 (including independent directors) is three years from the date for the completion of -term directors will
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leave their office at the commencement of the new director term.
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(2) y candidate nomination system and nomination and election of the directors shall be conducted in accordance with the applicable laws and regulations. Shareholders shall elect the directors from the nominated candidates. The academic background, experience and relevant information of the nominated candidates are attached hereto as Attachment 4 (pages 19-21).
Result:
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Recognition and Discuss Items
1. To accept 2024 Business Report and Financial Statements (proposed by the Board)
Explanation:
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(1) The 2024 Financial Statements were audited by the independent auditors, Yu, ChiLung and Lu, Chien-Hui of KPMG.
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(2) For the 2024 the 2024 Financial Statements, please refer to Attachments 1 (Pages 12-16) and 5-6 (Pages 2239).
Resolution:
2. To accept the proposal for 2024 loss off-setting (proposed by the Board)
Explanation:
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(1) The beginning balance of Unappropriated Retained Earnings was NT$13,661,429,290, after adding Change in Remeasurement of Defined Benefit Plan and deducting Disposal of Equity Instruments at Fair Value through, Net Loss after tax of 2024 and Reversal for Special Reserve, the retained earnings in 2024 available for distribution is NT$14,589,986,062.
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(2) Not to distribute dividends for 2024.
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(3) The proposal for 2024 loss off-setting, please refer to Attachment 7 (Page 40).
Resolution:
3. To amend the Articles of Incorporation (proposed by the Board)
Explanation:
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(1) In response to the amendment of Article 14, Paragraph 6 of the Securities Exchange Act, and to achieve the purpose of sharing operational results with non-executive employees, it is proposed to amend Article 15 and Article 17 of the Company's Articles of Incorporation.
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(2) It is proposed that Article 15 of the Company's Articles of Incorporation be amended to stipulate that no less than 20% of employee remuneration shall be allocated to non-executive employees.
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(3) The comparison table of the provisions before and after the amendment is attached hereto as Attachment 8 (Pages 41).
Resolution:
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4. To lift non-competition restrictions on board members (proposed by the Board)
Explanation:
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(1) According to Article 209 of the Company Act, any director conducting business for business scope, shall provide explanation for the essential contents of such conduct
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(2) List of non-competition restrictions proposed to be lifted in the 2025 annual general (pages 42-43).
Resolution:
Extraordinary Motions
Meeting Adjourn
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III. Attachments
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Attachment 1
2024 Business Report
Looking back on 2024, the global economic environment faced numerous uncertainties, primarily impacted by high interest rates, inflation, and ongoing geopolitical risks. Although global supply chain gradually stabilized, demand recovery remained slow, particularly in the consumer electronics and IT-related markets. Channel inventory adjustments and reductions in corporate capital expenditures further weighed on overall market conditions, making the business landscape highly challenging.
Despite the challenging business environment, AUO's transformation strategy continued to foster the Company's overall growth. Benefiting from the rebound in TV set demand driven by consumer stimulus measures in China and the growth of automotive solution businesses, AUO achieved annual revenue of NT$280.25 billion, representing a 13.0% increase compared to 2023. The Company's overall net loss also improved from 2023, narrowing to NT$3.06 billion.
In 2024, AUO restructured its operations and strategic planning around three core operating pillars: "Mobility Solution," "Vertical Solution," and "Display." By structuring its operations into three distinct pillars, AUO focuses on addressing specific challenges and opportunities of each pillar, optimizing operations to achieve the best possible performance. This approach aims to reduce the impact of cyclical fluctuations from the panel industry, ensuring stable profitability and long-term sustainable operations. The following highlights are the key developments in the business and strategic planning for the three core pillars: Display, Mobility Solution, and Vertical Solution:
- Display
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primarily due to a more balanced industry supply-demand dynamic, along with improvements in panel pricing and product mix. Looking ahead to 2025, the overall supply-demand balance in the Display industry is expected to become equilibrium. In addition, the continuation of China's "trade-in" policy will drive replacement demand for TVs and IT products. Among these trends, the steady increase in average size of TV set is expected to effectively consume installed capacity. The IT product segment is expected to see positive momentum to overall revenue recovery, driven by the replacement cycle due to the Windows 10 end of life, the rise of AI PCs, and the recovery of the commercial market. Looking ahead, AUO will continue to focus on the research and development of advanced display technologies, offering customers with high-value-added products and services, optimizing its product portfolio, and pursuing both profit growth and stability.
Over the past year, AUO has made significant progress in the emerging technologies such as Micro LED and other advanced display technologies, successfully bringing related products to market:
- Micro LED technology: AUO remains committed to the development of cutting-edge Micro LED display technology, integrating upstream and downstream supply chain, as well as strategic partners to establish a globally leading, fully integrated Micro LED mass production line. AUO has achieved major breakthroughs in the form, sizes, and applications of display leveraging the three key features of Micro LED, which were transparency, high brightness, and flexibility. These progresses have garnered outstanding recognition at industry exhibitions and received strong validation from customers. In January 2025, at the Consumer Electronics Show (CES) in Las Vegas, AUO collaborated with Sony Honda Mobility to exhibit the first-ever Micro LED frontfacing display solution applied to the exterior of the AFEELA,(Note 1) electric vehicle, with plans for market launch in 2026. This serves as a successful case of AUO showcasing Micro LED technology at CES in recent years, ultimately securing
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customer orders.
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High-resolution, high refresh rate, energy efficiency, privacy protection, and integrated touch technologies and products: these have achieved significant recognition in the industry and among customers. Gaming products now feature ultra-high resolution and high refresh rates, while energy-saving, privacy-protecting, and integrated touch applications have been introduced into AI PCs and mainstream laptops through strategic collaborations with key customers. These innovations leadership in industry technology.
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Mobility Solution
AUO continues to develop a comprehensive range of automotive solutions, based on our advanced display technologies. In April 2024, AUO officially acquired BHTC,(Note 2) capabilities in the Mobility Solution ecosystem. By capitalizing operating synergies, vertical integration, and manufacturing advantages, the two companies are accelerating the connection of automotive supply chains and value chains across different regions. In November 2024, Solution Business Group and BHTC into a newly established, AUO wholly owned subsidiary, AUO Mobility Solution Corporation, (Note 3), which is set to commence operations in 2026. By adopting a corporate structure for the business group, AUO aims to optimize multinational management and system integration, thereby accelerating the realization of synergies, establishing a highly flexible supply chain, and driving expansion and innovation in automotive applications. The ultimate goal is to position AUO Mobility Solution Corporation as a comprehensive mobility solutions provider, strengthen partnerships with global automakers, seize market opportunities with a steady and strategic approach, and enhance overall operational performance and market competitiveness.
In 2024, the global automotive market experienced a trend of diversification, with increasing demand for electrification, smart technologies, connectivity, and in-vehicle entertainment systems. Meanwhile, European and American automakers faced rising competition from Chinese manufacturers. Additionally, geopolitical and economic uncertainties worldwide contributed to weaker-than-expected market growth in the au (excluding BHTC) achieved an 18% revenue growth year-over-year, outperforming the 6 7% annual growth rate of the automotive display market. Considering the consolidation of BHTC, revenue growth for the overall Mobility business even surged by 63% versus the prior year.
Vertical Solution
In the Vertical Solution segment, overall revenue in 2024 declined by 23% compared to the previous year. This was primarily due to the energy business has been impacted by commercial panels amid macroeconomic uncertainties. However, our focus areas of Smart Vertical and intelligent services delivered outstanding results, driven by various solution offerings.
, AUO Display Plus,(Note 4) which specializes in vertical solution businesses, successfully completed the acquisition of Avocor,(Note 5) a U.S.-based brand specializing in collaboration and capabilities, and channel resources, we will provide global education and enterprise customers with a richer product portfolio and more comprehensive services. The digital transformation within the education sector is expanding beyond K-12 education in developed countries to higher education and proliferating into emerging markets. Meanwhile, in the enterprise sector, the increasing demand for work and meeting
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efficiency continues to drive investment in digitalization. AUO group companies will actively develop a business collaboration platform to establish a comprehensive ecosystem and value system. It will provide global and regional brand partners with value-added services such as project management, hardware and software customization, centralized procurement, quality management and optimization, while continuously expanding the ecosystem.
sidiaries AUO Health Inc.(Note 6) and AUO Display Plus received two prestigious awards in the Smart Healthcare and Health Technology category of the 21st National Innovation Awards: the Enterprise Innovation Award for their Digital Traditional Chinese Medicine Testing Solution and the National Innovation Advancement Award for their Wide-Angle 3D Medical Display, respectively. These honors fully demonstrate AUO's achievements in the digitalization of traditional medicine and the market expansion and application of 3D medical displays, earning high recognition from the judges. Additionally, AUO Display Plus' real-time 3D robotic surgery solution, exhibited at the Healthcare+ Expo in December 2024, received widespread acclaim. Moving forward, AUO group companies will leverage its two core competencies of professional medical display technology and high-precision sensing technology to collaborate with ecosystem partners in expanding medical imaging and data visualization solutions. By working closely with customers, AUO group companies aim to co-create value.
In smart retail, labor shortages post the pandemic have driven demand for self-checkout kiosks, self-service ordering machines, outdoor ordering systems, and targeted advertising. This trend has also accelerated the adoption of Retail Media. AUO group companies maintain strong customer engagement through its integrated hardware and software solutions. In 2024, AUO group companies cooperated with strategic partners to launch a cloud-based platform solution that integrates digital signage with electronic shelf labels. With a highly integrated content management system (CMS), this solution has been deployed across more than 30,000 endpoints worldwide, enhancing smart retail services. Moving forward, AUO group companies will utilize their various business units and ecosystem partnerships to facilitate cross-selling, expand distribution channels and customer reach, and provide localized services across its global locations. These offerings will include one-stop solutions encompassing consulting, hardware and software deployment, and ongoing operations and maintenance.
Looking ahead, AUO will continue to focus on extending the value of its core display technologies by strengthening its hardware system and software integration capabilities. With the momentum from Smart Vertical solutions, the recovery in demand for traditional commercial and industrial panels, and the launch of new products, the Company aims to maintain a double-digit compound annual growth rate in the coming years.
Sustainable Development
Over the past year, AUO has accumulated significant achievements in sustainability, earning recognition in various domestic and international evaluations. The Company was selected as a constituent stock in the Dow Jones Sustainability Index (DJSI) for 14 times and was ranked second in its category. AUO also achieved strong results in other credible evaluations, including an MSCI ESG rating of A and leadership recognition in the Carbon Disclosure Project (CDP), which fully reflects the Company's commitment to and achievements in pursuing sustainable operational strategies.
AUO continues to reduce its carbon emissions in response to global climate action. In 2024, AUO achieved a 39% reduction in carbon emissions compared to the peak year of 2018. Furthermore, to fulfill our carbon reduction commitments more actively, we have set more ambitious targets based on the Science-Based Targets (SBT) initiative, aiming for a 42% reduction in carbon emissions by 2030 compared to 2021.
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In terms of renewable energy adoption, AUO achieved a renewable electricity share of 6.53% in 2024 through self-generated solar power and green electricity certificates. In the future, we will further introduce offshore wind power and are confident in achieving the goal of 30% renewable energy by 2030.
In addition to the above efforts, AUO has also taken a leading role in the industry by achieving two significant actions. First, in 2024, we released the Company's first Report for Taskforce on Nature-Related Financial Disclosures (TNFD Report), through which we reassessed the environmental and natural ecosystem impacts and dependencies of the Company and its value chain using international frameworks. This report confirms that our ongoing sustainability goals lay a solid foundation for the future, guiding us toward a better Net Positive Impact (NPI).
Secondly, AUO is actively working to achieve carbon neutrality at all of its office locations in Taiwan by 2030. We have started using the GRC headquarters building as a demonstration site, and in 2024, we successfully passed the ISO 14068-1:2023 carbon neutrality verification, becoming the first in Taiwan and the global display industry to achieve this milestone.
AUO will continue to take determined steps toward sustainable development, creating a positive impact on society and the environment.
- Green Solution
In the global trend toward net-zero emissions, renewable energy plays a key role. AUO has taken the lead by joining the RE100 global renewable energy initiative organization, becoming the first company in the global display manufacturing industry to commit to using 100% renewable energy by 2050. Upholding the principle of green operations, AUO has extended carbon management to its supply chain partners, leading the entire value chain in fulfilling its green production commitments from within. In addition to incorporating green recycled materials and energy-saving innovations at the product design stage, AUO focuses on energy conservation, green power manufacturing, and green certificate management as part of a comprehensive solution during the production phase. Furthermore, in the "Top 100 Patents of 2023" list released by the Taiwan Intellectual Property Office (TIPO) of the Ministry of Economic Affairs, AUO stood out in the area of green patents. By the end of 2023, the Company had accumulated a total of 874 published green patents, surpassing the top ten companies on the list. This demonstrates the Company's ability to foresee operational risks and its long-term capability in green innovation. In addition, with its subsidiaries also providing comprehensive sustainable solutions in areas such as energy generation, energy saving, energy storage, low-carbon management, and digital transformation, AUO is wellpositioned to capture substantial growth potential in green business opportunities.
Asset Revitalization
To revitalize idle assets and enhance working capital, AUO announced in August 2024 the sale of three color filter factory buildings and facilities at its Tainan plant for a total amount of NT$7.4 billion, which is expected to bring a profit of approximately NT$4.8 billion.
Winning Recognition with the National Quality Award
In recent years, AUO has driven bi-axial transformation, maximizing the value-add of display technology while deepening vertical market applications. Internally, AUO has implemented a rigorous expert evaluation system for R&D, focusing on smart manufacturing and green production. Externally, AUO has built an ecosystem of partners, expanding the value chain across diverse industries with display solutions, achieving comprehensive quality management in organizational operations and demonstrating robust business resilience. In February 2024, the Company was awarded the Business
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Merit Award in the Total Business Excellence category of the National Quality Award.
Looking ahead to 2025, the global macroeconomic environment is expected to grow steadily, though variables like international trade disputes and regional conflicts may still pose uncertainties. Overall, the market trend appears relatively optimistic. AUO will closely monitor market changes and actively capture the development of demand recovery in 2025, striving to meet the needs of the market and its customers. For Display Business, with the overall industry becoming more rational, we will continue to optimize our product mix and technology platforms, improve profitability, and create stable positive cash flow. Regarding Mobility Solution, the sector has entered a key integration phase following the merger with BHTC. AUO will accelerate the process of maximizing the benefits of this acquisition. For Vertical Solution, as the sector is driven by smart display solutions, green opportunities, and intelligent services, we will strengthen business development and provide comprehensive, high-value-added, and differentiated solutions. This will allow AUO Group to pursue its goal of greater excellence amid the global industrial transformation trend. We look forward to not only opening unlimited potential in the field of Display but also working hand in hand with all stakeholders to continuously break through innovation under the vision of sustainable development, enhancing corporate value, and creating a bright future with a spirit of mutual benefit and collaboration.
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Shuang-Lang (Paul) Peng, Chairman and Group CSO
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Frank Ko, President and CEO
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David Chang, Chief Financial Officer and Chief Accounting Officer
Note 1: A joint venture between Sony Group Corporation and Honda Motor Co., Ltd. Note 2: BHTC GmbH Note 3 Note 4: AUO Display Plus Corporation Note 5: Avocor Technologies USA, Inc. Note 6: AUO Health Inc.
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Attachment 2
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Audit
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Statements, and Loss Off-Setting Proposal for the year of 2024. Yu, Chi-Lung and Lu, ChienHui, Certified Public Accountants of KPMG, have audited the Financial Statements and issued an audit report relating to the Financial Statements. The 2024 Business Report, Financial Statements, and Loss Off-Setting Proposal have been reviewed and determined to be correct and accurate by the Audit Committee of AUO Corporation. I, as the Chair of the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
AUO Corporation
Chair of the Audit Committee
Chin-Bing (Philip) Peng
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February 13, 2025
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Attachment 3
Remuneration to Directors and Independent Directors
| December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | December 31, 2024; Unit: NT$ thousands; 1,000 shares | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration received by directors for concurrent service as an employee Salary rewards |
Remuneration received from |
|||||||||||||||||||||
| Remuneration to directors Base Director profit- |
Sum of A+B+C+D and |
Sum of A+B+C+D+E+F+G |
||||||||||||||||||||
| Job Title | Name | compensation (A) (Note 1) |
Retirement pay and pension (B) (Note 2) |
sharing compensation (C)(Note 3) |
Expenses and perquisites (D) (Note 4) |
ratio to net income (%) (Note 9) |
, , and special disbursements (E) (Note 5) |
Retirement pay and pension (F) (Note 6) |
Employee profit-sharing compensation (G) (Note 7) |
and ratio to net income (%) (Note 9) |
investee enterprises other than |
|||||||||||
All |
All | All |
All | All | All |
All | All | All | subsidiaries or |
|||||||||||||
| Consolid | Consolid | Consolid | Consolid | Consolid | Consolid | Consolid | Consolidated | Consolidat | from the parent | |||||||||||||
| AUO | ated | AUO | ated | AUO | ated | AUO | ated | AUO | ated | AUO | ated | AUO | ated | AUO | Entities | AUO | ed | company |
||||
Entities |
Entities |
Entities |
Entities |
Entities |
Entities |
Entities |
(Note 8) |
Entities |
(Note 10) |
|||||||||||||
| (Note 8) | (Note 8) | (Note 8) | (Note 8) | (Note 8) | (Note 8) | (Note 8) | Cash | Stock | Cash |
Stock |
(Note 8) | |||||||||||
| Chairman | Shuang-Lang (Paul) Peng |
6,723 | 6,723 |
0 |
0 |
0 |
0 |
2,370 | 2,370 |
9,093 (0.30%) |
9,093 (0.30%) |
60,240 |
60,240 |
0 |
0 |
0 |
0 |
0 |
0 |
69,333 (2.26%) |
69,333 (2.26%) |
11,462 |
| Corporate Director |
AUO Foundation |
2,000 | 2,000 |
0 |
0 |
0 |
0 |
0 |
0 |
2,000 (0.07%) |
2,000 (0.07%) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
2,000 (0.07%) |
2,000 (0.07%) |
0 |
| Corporate Director Representative |
Frank Ko | 0 | 0 |
0 |
0 |
0 |
0 |
2,250 | 2,290 |
2,250 (0.07%) |
2,290 (0.07%) |
71,246 |
71,286 |
108 |
108 |
0 |
0 |
0 |
0 |
73,604 (2.40%) |
73,684 (2.40%) |
40 |
Corporate Director |
Ming Hua Investment Company Limited |
2,000 | 2,000 |
0 |
0 |
0 |
0 |
0 |
0 |
2,000 (0.07%) |
2,000 (0.07%) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
2,000 (0.07%) |
2,000 (0.07%) |
0 |
| Corporate Director Representative |
Chuang- Chuang Tsai |
0 | 0 |
0 |
0 |
0 |
0 |
150 |
150 |
150 (0.00%) |
150 (0.00%) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
150 (0.00%) |
150 (0.00%) |
0 |
Corporate Director |
Qisda Corporation |
2,000 | 2,000 |
0 |
0 |
0 |
0 |
0 |
0 |
2,000 (0.07%) |
2,000 (0.07%) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
2,000 (0.07%) |
2,000 (0.07%) |
0 |
| Corporate Director Representative |
Han-Chou (Joe) Huang |
0 | 0 |
0 |
0 |
0 |
0 |
130 |
130 |
130 (0.00%) |
130 (0.00%) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
130 (0.00%) |
130 (0.00%) |
26,052 |
Independent Director |
Chin-Bing (Philip) Peng |
3,600 | 3,600 |
0 |
0 |
0 |
0 |
150 |
150 |
3,750 (0.12%) |
3,750 (0.12%) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
3,750 (0.12%) |
3,750 (0.12%) |
0 |
| Independent Director |
Jang-Lin (John) Chen |
2,962 | 2,962 |
0 |
0 |
0 |
0 |
170 |
170 |
3,132 (0.10%) |
3,132 (0.10%) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
3,132 (0.10%) |
3,132 (0.10%) |
0 |
| Independent Director |
Chiu-Ling Lu | 2,724 | 2,724 |
0 |
0 |
0 |
0 |
170 |
170 |
2,894 (0.09%) |
2,894 (0.09%) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
2,894 (0.09%) |
2,894 (0.09%) |
0 |
| Independent Director |
Cathy Han | 2,800 | 2,800 |
0 |
0 |
0 |
0 |
150 |
150 |
2,950 (0.10%) |
2,950 (0.10%) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
2,950 (0.10%) |
2,950 (0.10%) |
0 |
1.The policy, system, standards and structure of independent directors' remuneration, as well as the connection between the amo responsibilities, risks, time investment and other factors: The remuneration of the directors of the Company shall be paid by the Board of Directors in accordance with the provisions of the Regulations Governing the Remuneration of Directors and Members of Functional Committees, which are formulated in accordance with the authorization of the Articles of Incorporation, based on the participation and value of contribution by the directors to the operation of the Company, and with reference to the standards of domestic and foreign industry. If the Company has a profit, the board of directors will determine the amount of directors' remuneration in accordance with the Company's Articles of Incorporation. Independent directors are ex- officio members of the audit committee. In addition to the general remuneration paid to directors, the Company takes into account or convener of various functional committees), as well as risks and investment time, and may be reduced at their discretion in accordance with the results of operational performance or performance evaluation by the directors. 2.In addition to the information disclosed in the table above, has any Director provided services to AUO Corp. and its subsidiaries and received remuneration for such services (e.g. serving as a consultant that is not an employee): None. |
Note 1: It refers to the base remuneration of directors in 2024 (including director's salary, position bonus, severance pay, various bonuses, incentives, etc.).
Note 2: It is the pension withdraw/paid in accordance with the law in 2024.
Note 3: It is the director profit-sharing compensation approved by the board of directors.
Note 3: It is the director profit-sharing compensation approved by the board of directors in 2024.
Note 4: It refers to the directors' business execution expenses in 2024 (including the remuneration, travel expenses, special expenses, various allowances, dormitory, car allocation and other in-kind provision as Corporate Person directors or supervisors' representatives appointed by the Company and its subsidiaries). Note 5: It refers to the salary, post bonus, severance pay, various bonuses(including bonuses deferred from long-term incentive plans in past years), incentives, mobility expenses, special expenses, various allowances, dormitories, car allocation and other in-kind provisions received by directors and part-time employees (including part-time general manager, deputy general manager, other managers and employees) in 2024. Salary expenses recognized in accordance with IFRS2 "Share-based Payment", including acquisition of employee stock option certificates, new shares with restricted employee rights and participation in cash subscription for capital increase, are also included in remuneration.
Note 6: It is the pension withdraw/paid in accordance with the law in 2024.
Note 7: The amount of employee remuneration for the year of 2024, as approved by the board of directors, is calculated based on the distribution principles or actual distribution ratios used in previous years.
Note 8: The total amount of various remuneration paid to the directors of the Company by all companies (including the Company) in the consolidated report.
Note 9:After-tax net loss (NT$ 3,064,167 thousands) refers to the after-tax net profit of individual financial reports in 2024.
Note 10: It refers to the base remuneration, profit-sharing remuneration (including employees', directors' and supervisors' profit-sharing compensation) and business execution expenses received by directors as directors, supervisors or managers of reinvested enterprises of subsidiaries or parent companies in 2024.
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Attachment 4
List of Director Candidates
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| No. | Types of Nominee |
Name | Gende r |
Shareholdin g (Note) |
Major Education & Experience | Major Current Positions |
|---|---|---|---|---|---|---|
| 1 | Director | Shuang-Lang (Paul) Peng |
Male | 11,883,179 shares |
- M.B.A., Heriot-Watt University, U.K. - President, AUO Corp. |
- Chairman and Group CSO, AUO Corp. - Chairman, Ennostar Inc. |
| 2 | Director | Frank Ko, Representati ve of AUO Foundation |
Male | 249,600 Shares |
- Ph.D. in Optoelectronics (Science), National Chiao Tung University - Chairman and CEO, E Ink Holdings Inc. - Vice President, Strategic Development Office, AUO Corp. - Vice President, TV Display Business Group, AUO Corp. |
- Director, AUO Corp. - Director, Darwin Precisions Corp. - Director, ADLINK Technology Inc. |
| 3 | Director | Han-Chou (Joe) Huang, Representati ve of Qisda Corporation |
Male | 530,878,896 shares |
- EMBA, Tsing Hua University in Beijing - MBA, Greenwich University - GM of Global Supply Chain, Qisda - COO, BenQ China |
- Director, AUO Corp. - President, Qisda Corp. - Director, Qisda Corp. - Chairman, Data Image Corp. - Chairman, Diva Laboratories, Ltd. - Chairman, Simula Technology Inc. - Chairman, Action Star Technology Co., Ltd. - Chairman, Qisda Optronics Corp. - Director, Alpha Networks Inc. - Director, Metaage Corporation - Director, BenQ Biotech (Shanghai) Co., Ltd - Director, Shanghai Filter Technology Co.,Ltd - Director, BenQ Foundation |
| 4 | Director | Chuang- Chuang Tsai, Representati ve of Ming Hua Investment Company Limited |
Femal e |
7,975,188 shares |
- Ph.D. in Physics, University of Chicago - Bachelor of Science in Physics, National Taiwan University - Senior Vice President, Quanta Display Inc. - Professor, Department of Photonics and Display Institute, National Yang Ming Chiao Tung University - Independent Director, Bank Sinopac - President, E Ink Holdings Inc. - CTO, E Ink Holdings Inc. - Director, E Ink Holdings Inc. |
- Director, AUO Corp. - Independent Director, Member of Audit Committee, Remuneration Committee and Sustainability Committee, Elan Microelectronics Corp. |
| 5 | Independe nt Director |
Jang-Lin (John) Chen |
Male | 0 share | - Stanford Executive Program, Stanford University, Graduate School of Business - Ph.D. in Polymer Material, |
- Independent Director and Member of Audit Committee, Remuneration Committee, Corporation Governance and |
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| No. | Types of Nominee |
Name | Gende r |
Shareholdin g (Note) |
Major Education & Experience | Major Current Positions |
|---|---|---|---|---|---|---|
| NYU/Polytechnic University, U.S.A - Master in Chemistry, National Taiwan University - Bachelor of Science in Chemistry, National Tsing Hua University - ITRI Fellow, Electronics & Optoelectronics System Research Lab - VP and DTC General Director, Display Technology Center, ITRI - Adjunct Professor, Department of Photonics, National Yang Ming Chiao Tung University - CTO, Kodak LCD Polarizer Films Business - Research Fellow, Eastman Kodak Company |
Nomination Committee and Sustainability & ERM Committee, AUO Corp. - ITRI Research Fellow, Electronics & Optoelectronics System Research Lab and Industry, Science and Technology International Strategy Center - Executive Supervisor, SID Taipei Chapter - Managing Director, Taiwan Display Material & Devices Association - Vice Chairman, Taiwan Display Union Association - Chair Professor, National Yang Ming Chiao Tung University - Honorary Professor, Department of Engineering and System Science, National Tsing Hua University |
|||||
| 6 | Independe nt Director |
Chiu-ling Lu | Femal e |
0 share | - Ph.D in Finance, University of Connecticut - Master in Finance, Louisiana State University - Master in Quantitative Business Analysis, Louisiana State University - Bachelor in Economic, National Taiwan University - Associate Dean, College of Management, National Taiwan University - Department Chair, Department of International Business, National Taiwan University - Professor, Department of Financial, National Chengchi University - Department Chair, Center for Real Estate Studies, College of Commerce, National Chengchi University - Visiting Professor, University of Cambridge, UK - Department Chair, Department and Graduate Institute of Finance, Yuan Ze University - Assistant Professor, Department and Graduate Institute of Finance, National Chung Hsing University - Assistant Professor, Department and Graduate Institute of Finance, National Chung Cheng University - Principal,TakmingUniversityof |
- Independent Director and Member of Audit Committee, Corporation Governance and Nomination Committee and Sustainability & ERM Committee, AUO Corp. - Professor, Department of International Business, National Taiwan University - Independent Director and Member of Audit Committee and Remuneration Committee, Chen Full International Co., Ltd. - Independent Director and Member of Audit Committee, Remuneration Committee, Sustainability Committee and HR Policy Committee, Eastern International Bank |
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| No. | Types of Nominee |
Name | Gende r |
Shareholdin g (Note) |
Major Education & Experience | Major Current Positions |
|---|---|---|---|---|---|---|
| Science and Technology | ||||||
| 7 | Independe nt Director |
Cathy Han | Femal e |
0 share | - MBA, University of Connecticut - Senior Vice President of Principal Investment Department, China Development Industrial Bank - Executive Vice President, Corporate Strategy and Planning Department, China Development Industrial Bank - Executive Vice President, Business Development Department, CDIB Capital Group - Independent Director, member of Audit Committee and Convener of Remuneration Committee, Macroblock, Inc. |
- Independent Director and Member of Audit Committee, Remuneration Committee and Corporation Governance and Nomination Committee, AUO Corp. - Independent Director, Convener of Audit Committee and Member of Nomination Committee, Wiwynn Corporation - Independent Director and Member of Audit Committee and Remuneration Committee, Apacer Technology Inc. |
| 8 | Independe nt Director |
Tzu-Ting Huang |
Femal e |
100,320 shares |
- Bachelor in Law, National Chung Hsing University - COO, Acer Inc |
- Advisor, Acer Inc - Independent Director and Member of Audit Committee, Remuneration Committee, Sustainability Development Committee and Risk Management Committee, Compal Electronics, Inc. - Independent Director and Member of Audit Committee and Remuneration Committee, Flytech Technology Co., Ltd. |
| 9 | Independe nt Director |
Yen-Hsi Lin | Femal e |
0 share | - Bachelor in Philosophy, Fu Jen Catholic University - President of Taiwan and Global Board Advisor, American DDI International Consulting Company |
- Chairman, Teach of Taiwan - Director, wiwynn-foundation - Independent Director, Eurocharm Holdings Co., Ltd. - Independent Director, Member of Audit Committee, Convener of Remuneration Committee and Member of Corporate Sustainability and Nominating Committee, LandMark Optoelectronics Corporation - Director, iMozen Group Inc. - Director, Commonwealth Education Media and Publishing Co., Ltd - Director, Social Enterprise Insights - Organizational Leadership Consultant, Wistron Neweb Corp. |
Note The collective shareholdings were shown as of March 30, 2025, the first date of local book-close
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Attachment 5
Report
To the Board of Directors of AUO Corporation:
Opinion
==> picture [509 x 18] intentionally omitted <==
statements of comprehensive income, statements of changes in equity and statements of cash flows for the years ended December 31, 2024 and 2023, and notes to the parent company only financial statements, including a summary of significant accounting policies. In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for each of 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the
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 requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Impairment of long-term non-financial assets (including goodwill)
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d Assumptions
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financial statements.
Description of key audit matter:
The Company operates in an industry with high investment costs, has goodwill through the acquisition of subsidiaries, and may experience volatility in response to changes in the external market; hence, it is important to assess the impairment of its long term non financial assets (including goodwill). The impairment assessment includes identifying cash generating units, determining a valuation model, determining significant assumptions, and computing recoverable amounts. With the complexity of the impairment assessment process and the involvement of significant management judgment regarding assumptions used, this is one of the key areas our audit focused on.
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How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included understanding assessment and testing process; assessing whether there are impairment indications for the identified cash generating units of the Company and its related assets; understanding and assessing the appropriateness of the valuation model used by the management in the impairment assessment and the significant assumptions used to average cost of capital; retrospectively reviewing the accuracy of assumptions used in prior period estimates and performing a sensitivity analysis of key assumptions and results; in addition to the above audit procedures, appointing specialists to evaluate the appropriateness of the weighted average cost of capital used and related assumptions; performing an inquiry of the management and identifying any event after the balance sheet date if able to affect the results of the impairment assessment; and assessing the disclosures of its policy on impairment of noncurrent non financial assets and other related disclosures.
2. Revenue recognition
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company only financial statements.
Description of key audit matter:
Revenue is recognized when the control over a product has been transferred to the customer as specified in each individual contract with customers. The Company recognizes revenue depending on the various sales terms in each individual contract with customers to ensure the performance obligation has been satisfied by transferring control over a product to a customer. In addition, the Company operates in an industry in which revenue is considered to be complex in determining the timing of revenue recognition. Consequently, this is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included assessing whether appropriate revenue recognition policies are applied through revenue types, its related sales agreements, and sales terms; on a sample basis, accounting treatment of the related contracts (including sales terms) is applied appropriately; performing a test of details of sales revenue and understanding the rationale for any identified significant sales fluctuations and any significant reversals of revenue through sales discounts and sales returns which incurred within a certain period before or after the balance sheet date; and assessing the adequacy of the .
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Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible 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 (inclusive of the Audit Committee) are responsible for
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Responsibilities for the Audit of the Parent Company Only Financial
Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of 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 parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identified and assessed the risks of material misstatement of the parent company only 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.
-
Obtained 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
-
Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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 the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the However, future events or conditions may cause the
Company to cease to continue as a going concern.
- Evaluated the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only
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financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtained sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicated 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 identified during our audit. We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicated 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 determined those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We
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.
Yu, Chi Lung and Yu, Wan Yuan.
KPMG
Hsinchu, Taiwan (Republic of China)
February 13, 2025
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports issued into effect by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to such parent company only financial statements are those generally accepted and applied in the Republic of China.
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AUO CORPORATION
Balance Sheets
December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars)
| Assets Current assets: 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss current 1170 Notes and accounts receivable, net 1180 Accounts receivable from related parties, net 1210 Other receivables from related parties 1220 Current tax assets 130X Inventories 1410 Prepayments 1476 Other current financial assets 1479 Other current assets Noncurrent assets: 1550 Investments in equity-accounted investees 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property 1780 Intangible assets 1966 Capitalized contract cost noncurrent 1840 Deferred tax assets 1900 Other noncurrent assets Total Assets |
December 31, 2024 December 31, 2023 Amount % Amount % $ 28,299,659 8 30,581,959 9 3,129 - 132,527 - 15,544,197 5 14,795,145 4 4,011,515 1 4,612,869 1 1,935,813 1 2,137,997 1 411,631 - 280,343 - 17,740,142 5 17,158,208 5 1,594,086 - 1,531,715 - 3,546,030 1 2,068,906 1 423,982 - 74,836 - 73,510,184 21 73,374,505 21 131,866,999 38 126,941,076 37 112,387,848 32 116,683,030 34 7,130,793 2 7,352,001 2 465,868 - 465,868 - 9,230,738 3 9,426,902 3 284,755 - - - 6,892,779 2 7,765,164 2 6,154,796 2 2,798,920 1 274,414,576 79 271,432,961 79 $ 347,924,760 100 344,807,466 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss current 2170 Notes and accounts payable 2180 Accounts payable to related parties 2213 Equipment and construction payable 2220 Other payables to related parties 2230 Current tax liabilities 2250 Provisions current 2280 Lease liabilities current 2399 Other current liabilities 2322 Current installments of long-term borrowings Noncurrent liabilities: 2527 Contract liabilities noncurrent 2540 Long-term borrowings, excluding current installments 2550 Provisions noncurrent 2570 Deferred tax liabilities 2580 Lease liabilities noncurrent 2600 Other noncurrent liabilities Total liabilities Equity: 3100 Common stock 3200 Capital surplus 3300 Retained earnings 3400 Other components of equity 3500 Treasury shares Total equity Total Liabilities and Equity |
December 31, 2024 December 31, 2023 Amount % Amount % $ 28,299,659 8 30,581,959 9 3,129 - 132,527 - 15,544,197 5 14,795,145 4 4,011,515 1 4,612,869 1 1,935,813 1 2,137,997 1 411,631 - 280,343 - 17,740,142 5 17,158,208 5 1,594,086 - 1,531,715 - 3,546,030 1 2,068,906 1 423,982 - 74,836 - 73,510,184 21 73,374,505 21 131,866,999 38 126,941,076 37 112,387,848 32 116,683,030 34 7,130,793 2 7,352,001 2 465,868 - 465,868 - 9,230,738 3 9,426,902 3 284,755 - - - 6,892,779 2 7,765,164 2 6,154,796 2 2,798,920 1 274,414,576 79 271,432,961 79 $ 347,924,760 100 344,807,466 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss current 2170 Notes and accounts payable 2180 Accounts payable to related parties 2213 Equipment and construction payable 2220 Other payables to related parties 2230 Current tax liabilities 2250 Provisions current 2280 Lease liabilities current 2399 Other current liabilities 2322 Current installments of long-term borrowings Noncurrent liabilities: 2527 Contract liabilities noncurrent 2540 Long-term borrowings, excluding current installments 2550 Provisions noncurrent 2570 Deferred tax liabilities 2580 Lease liabilities noncurrent 2600 Other noncurrent liabilities Total liabilities Equity: 3100 Common stock 3200 Capital surplus 3300 Retained earnings 3400 Other components of equity 3500 Treasury shares Total equity Total Liabilities and Equity |
December 31, 2024 Amount % $ 2,800,000 1 79,123 - 16,882,931 5 34,257,817 10 2,827,752 1 364,189 - 456,730 - 2,001,569 1 407,370 - 19,212,130 5 11,626,000 3 90,915,611 26 3,739,270 1 89,600,658 26 651,144 - 2,581,260 1 7,028,571 2 110,526 - 103,711,429 30 194,627,040 56 76,678,810 22 48,275,512 14 28,699,176 8 (355,778) - - - 153,297,720 44 $ 347,924,760 100 |
December 31, 2024 Amount % $ 2,800,000 1 79,123 - 16,882,931 5 34,257,817 10 2,827,752 1 364,189 - 456,730 - 2,001,569 1 407,370 - 19,212,130 5 11,626,000 3 90,915,611 26 3,739,270 1 89,600,658 26 651,144 - 2,581,260 1 7,028,571 2 110,526 - 103,711,429 30 194,627,040 56 76,678,810 22 48,275,512 14 28,699,176 8 (355,778) - - - 153,297,720 44 $ 347,924,760 100 |
December 31, 2024 Amount % $ 2,800,000 1 79,123 - 16,882,931 5 34,257,817 10 2,827,752 1 364,189 - 456,730 - 2,001,569 1 407,370 - 19,212,130 5 11,626,000 3 90,915,611 26 3,739,270 1 89,600,658 26 651,144 - 2,581,260 1 7,028,571 2 110,526 - 103,711,429 30 194,627,040 56 76,678,810 22 48,275,512 14 28,699,176 8 (355,778) - - - 153,297,720 44 $ 347,924,760 100 |
December 31, 2023 Amount % - - 6,817 - 16,836,244 5 27,432,932 8 4,366,588 1 224,275 - - - 1,828,855 1 409,888 - 18,189,980 5 9,018,000 3 78,313,579 23 6,239,558 2 89,289,344 26 642,461 - 2,860,412 1 7,233,981 2 1,060,924 - 107,326,680 31 185,640,259 54 76,993,961 22 54,998,829 16 31,899,740 9 (4,484,899) (1) (240,424) - 159,167,207 46 344,807,466 100 |
December 31, 2023 Amount % - - 6,817 - 16,836,244 5 27,432,932 8 4,366,588 1 224,275 - - - 1,828,855 1 409,888 - 18,189,980 5 9,018,000 3 78,313,579 23 6,239,558 2 89,289,344 26 642,461 - 2,860,412 1 7,233,981 2 1,060,924 - 107,326,680 31 185,640,259 54 76,993,961 22 54,998,829 16 31,899,740 9 (4,484,899) (1) (240,424) - 159,167,207 46 344,807,466 100 |
|---|---|---|---|---|---|---|---|
| Amount $ 28,299,659 3,129 15,544,197 4,011,515 1,935,813 411,631 17,740,142 1,594,086 3,546,030 423,982 |
Amount $ 2,800,000 79,123 16,882,931 34,257,817 2,827,752 364,189 456,730 2,001,569 407,370 19,212,130 11,626,000 |
||||||
| 73,510,184 | |||||||
| 131,866,999 112,387,848 7,130,793 465,868 9,230,738 284,755 6,892,779 6,154,796 |
|||||||
| 90,915,611 | 26 | 78,313,579 23 |
|||||
| 3,739,270 89,600,658 651,144 2,581,260 7,028,571 110,526 |
1 26 - 1 2 - |
6,239,558 2 89,289,344 26 642,461 - 2,860,412 1 7,233,981 2 1,060,924 - |
|||||
| 274,414,576 | 103,711,429 | 30 | 107,326,680 31 |
||||
| $ 347,924,760 | 194,627,040 | 56 | 185,640,259 54 |
||||
| 76,678,810 48,275,512 28,699,176 (355,778) - |
22 14 8 - - |
76,993,961 22 54,998,829 16 31,899,740 9 (4,484,899) (1) (240,424) - |
|||||
| 153,297,720 | 44 | 159,167,207 46 |
|||||
| $ 347,924,760 | 100 | 344,807,466 100 |
|||||
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AUO CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars, except for Earnings (loss) per
share)
| 4000 Net revenue 5000 Cost of sales Gross profit (loss) Operating expenses: 6100 Selling and distribution expenses 6200 General and administrative expenses 6300 Research and development expenses Total operating expenses Loss from operations Non-operating income and expenses: 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of equity-accounted investees Total non-operating income and expenses 7900 Loss before income tax 7950 Less: income tax expense (benefit) 8200 Loss for the year 8300 Other comprehensive income (loss): 8310 Items that will never be reclassified to profit or loss 8311 Remeasurement of defined benefit obligations 8316 Unrealized gain (loss) on equity investments at fair value through other comprehensive income 8330 Equity-accounted investees share of other comprehensive income 8349 Related tax 8360 Items that are or may be reclassified subsequently to profit or loss 8361 Foreign operations foreign currency translation differences 8380 Equity-accounted investees share of other comprehensive income 8399 Related tax 8300 Other comprehensive income (loss), net of tax 8500 Total comprehensive income (loss) for the year Earnings (loss) per share(NT$) 9750 Basic earnings (loss) per share 9850 Diluted earnings (loss) per share |
2024 | % 100 97 |
2023 | % 100 104 |
|---|---|---|---|---|
| Amount $ 223,751,195 218,510,957 |
Amount 214,680,794 222,806,471 |
|||
| 5,240,238 | 3 | (8,125,677) | (4) | |
| 3,574,755 5,291,373 10,819,545 |
2 2 5 |
3,008,733 4,970,709 10,075,719 |
1 2 5 |
|
| 19,685,673 | 9 | 18,055,161 | 8 | |
| (14,445,435) | (6) | (26,180,838) | (12) | |
| 533,334 2,167,888 4,696,063 (2,658,363) 6,070,891 |
- 1 2 (1) 3 |
421,509 849,906 (1,127,151) (2,298,117) 5,776,406 |
- - (1) (1) 3 |
|
| 10,809,813 | 5 | 3,622,553 | 1 | |
| (3,635,622) (571,455) |
(1) - |
(22,558,285) (4,355,011) |
(11) (2) |
|
| (3,064,167) | (1) | (18,203,274) | (9) | |
| 35,377 - 1,357,683 (7,076) |
- - 1 - |
4,260 (401) 401,933 (852) |
- - - - |
|
| 1,385,984 | 1 | 404,940 | - | |
| 4,836,098 (1,677,274) (552,084) |
2 (1) - |
(96,911) (1,403,006) 254,645 |
- - - |
|
| 2,606,740 | 1 | (1,245,272) | - | |
| 3,992,724 | 2 | (840,332) | - | |
| $ **928,557 ** |
1 | (19,043,606) | (9) | |
| $ (0.40) |
(2.37) | |||
| $ (0.40) |
(2.37) |
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AUO CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars)
| Balance at January 1, 2023 Appropriation of earnings: Reversal of special reserve Loss for the year Other comprehensive income (loss), net of tax Total comprehensive income (loss) for the year Cash distribution from capital surplus Donations from shareholders Differences between consideration and carrying amount arising from acquisition or disposal of interest in subsidiary Adjustments for changes in investees' equity Share-based payments Disposal of equity investments measured at fair value through other comprehensive income Balance at December 31, 2023 Appropriation of earnings: Special reserve Loss for the year Other comprehensive income (loss), net of tax Total comprehensive income (loss) for the year Cash distribution from capital surplus Donations from shareholders Adjustments for changes in investees' equity Change in capital surplus for not proportionately participating in the capital increase of investees Retirement of treasury stock Disposal of equity investments measured at fair value through other comprehensive income Balance at December 31, 2024 |
Capital Stock | Capital Surplus 61,942,210 |
Legal Reserve 13,753,412 |
Retained | **Earnings ** | Subtotal 50,078,752 |
Other Components of Equity Cumulative Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Translation Differences Comprehensiv e Income Subtotal (2,406,490) (1,213,815) (3,620,305) - - - - - - (1,245,272) 360,181 (885,091) (1,245,272) 360,181 (885,091) - - - - - - - - - - - - - - - - 20,497 20,497 (3,651,762) (833,137) (4,484,899) - - - - - - 2,606,740 1,353,787 3,960,527 2,606,740 1,353,787 3,960,527 - - - - - - - - - - - - - - - - 168,594 168,594 (1,045,022) 689,244 **(355,778) ** |
Other Components of Equity Cumulative Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Translation Differences Comprehensiv e Income Subtotal (2,406,490) (1,213,815) (3,620,305) - - - - - - (1,245,272) 360,181 (885,091) (1,245,272) 360,181 (885,091) - - - - - - - - - - - - - - - - 20,497 20,497 (3,651,762) (833,137) (4,484,899) - - - - - - 2,606,740 1,353,787 3,960,527 2,606,740 1,353,787 3,960,527 - - - - - - - - - - - - - - - - 168,594 168,594 (1,045,022) 689,244 **(355,778) ** |
Other Components of Equity Cumulative Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Translation Differences Comprehensiv e Income Subtotal (2,406,490) (1,213,815) (3,620,305) - - - - - - (1,245,272) 360,181 (885,091) (1,245,272) 360,181 (885,091) - - - - - - - - - - - - - - - - 20,497 20,497 (3,651,762) (833,137) (4,484,899) - - - - - - 2,606,740 1,353,787 3,960,527 2,606,740 1,353,787 3,960,527 - - - - - - - - - - - - - - - - 168,594 168,594 (1,045,022) 689,244 **(355,778) ** |
Treasury Shares (295,527) |
Total Equity 185,099,091 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensiv e Income (1,213,815) |
|||||||||||
| Common Stock |
Special Reserve 4,743,181 |
Unappropriate d Earnings 31,582,159 |
|||||||||
| $ 76,993,961 | |||||||||||
| - | - | - | (1,122,876) | 1,122,876 | - |
- | - | - | - | - | |
| - - |
- - |
- - |
- - |
(18,203,274) 44,759 |
(18,203,274) 44,759 |
- (1,245,272) |
- 360,181 |
- (885,091) |
- - |
(18,203,274) (840,332) |
|
| - | - | - | - | (18,158,515) | (18,158,515) | (1,245,272) | 360,181 | (885,091) |
- | (19,043,606) | |
| - | (6,134,305) | - | - | - | - | - | - | - | - | (6,134,305) | |
| - | 3,712 | - |
- | - | - | - | - | - | - | 3,712 | |
| - | (16,137) | - | - | - | - | - | - | - | - | (16,137) | |
| - | (874,755) | - | - | - | - | - | - | - | - | (874,755) | |
| - | 78,104 | - |
- | - | - | - | - | - | 55,103 | 133,207 |
|
| - | - | - | - | (20,497) | (20,497) | - | 20,497 | 20,497 |
- |
- | |
| 76,993,961 | 54,998,829 |
13,753,412 |
3,620,305 |
14,526,023 |
31,899,740 |
(3,651,762) |
(833,137) | (4,484,899) | (240,424) | 159,167,207 | |
| - | - | - | 864,594 | (864,594) |
- | - | - | - | - | - | |
| - - |
- - |
- - |
- - |
(3,064,167) 32,197 |
(3,064,167) 32,197 |
- 2,606,740 |
- 1,353,787 |
- 3,960,527 |
- - |
(3,064,167) 3,992,724 |
|
| - | - | - | - | (3,031,970) | (3,031,970) | 2,606,740 | 1,353,787 |
3,960,527 |
- |
928,557 | |
| - | (6,901,093) | - | - | - | - | - | - | - | - | (6,901,093) | |
| - | (218) | - | - | - | - | - | - | - | - | (218) | |
| - | 141,172 | - |
- | - | - | - | - | - | - | 141,172 | |
| - | (37,905) | - | - | - | - | - | - | - | - | (37,905) | |
| (315,151) | 74,727 | - |
- | - | - | - | - | - | 240,424 | - |
|
| - | - | - | - | (168,594) | (168,594) | - | 168,594 | 168,594 |
- |
- | |
| $ **76,678,810 ** |
48,275,512 | 13,753,412 | **4,484,899 ** | **10,460,865 ** | **28,699,176 ** | **(1,045,022) ** | 689,244 | **(355,778) ** | - | **153,297,720 ** |
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AUO CORPORATION
Statements of Cash Flows
For the years ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars)
| Cash flows from operating activities: Loss before income tax Adjustments for: - depreciation - amortization - losses (gains) on financial instruments at fair value through profit or loss, net - interest expense - interest income - compensation costs of share-based payments - share of profit of equity-accounted investees - gains on disposals of property, plant and equipment - net gains on disposals of investments - impairment losses on assets - unrealized foreign currency exchange losses (gains) - others Changes in operating assets and liabilities: - accounts receivable - receivables from related parties - inventories - net defined benefit assets - capitalized contract cost - other operating assets - contract liabilities - notes and accounts payable - payables to related parties - provisions - other operating liabilities Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash provided by (used in) operating activities |
2024 $ (3,635,622) 18,814,317 196,164 201,705 2,565,983 (533,334) - (6,070,891) (4,732,741) (1,055,602) 154,280 224,488 92,695 1,206,096 1,335,276 (581,934) (251) (284,755) (146,761) (3,016,339) (2,009,329) 6,964,799 99,512 302,887 |
2023 (22,558,285) 20,541,130 37,282 (46,031) 2,239,466 (421,509) 53,357 (5,776,406) (24,783) - 126,460 (282,867) 58,651 (3,253,947) 1,001,917 137,547 (569) - (9,850) (476,498) (163,676) 3,176,366 1,439,229 (2,025,796) |
|---|---|---|
| 10,090,643 529,922 3,945,549 (2,551,050) (75,768) |
(6,228,812) 423,231 2,949,113 (2,210,241) (346,641) |
|
| 11,939,296 | (5,413,350) |
(Continued)
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| Cash flows from investing activities: Acquisitions of equity-accounted investees Disposals of equity-accounted investees Proceeds from capital reduction of equity-accounted investees Acquisitions of property, plant and equipment Disposals of property, plant and equipment Increase in refundable deposits Decrease in other receivables from related party Decrease in other financial assets Net cash used in investing activities Cash flows from financing activities: Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Payment of lease liabilities Increase in received guarantee deposits Cash distribution from capital surplus Treasury shares sold to employees Others Net cash provided by (use in) financing activities Effect of exchange rate change on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at January 1 Cash and cash equivalents at December 31 |
(16,672,276) (2,565,902) 4,116,000 - 15,419,943 764,000 (18,003,853) (18,294,568) 3,423,866 25,880 (1,280,892) (86,731) 475,000 505,000 111 6,035 |
|---|---|
| (12,522,101) (19,646,286) |
|
| 13,100,000 2,800,000 (10,300,000) (2,800,000) 44,819,934 50,723,300 (41,993,000) (31,043,000) (430,395) (405,769) 840 1,375 (6,901,093) (6,134,305) - 73,011 (218) 3,712 |
|
| (1,703,932) 13,218,324 |
|
| 4,437 (18,447) |
|
| (2,282,300) (11,859,759) 30,581,959 42,441,718 |
|
| $ 28,299,659 30,581,959 |
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Attachment 6
Report
To the Board of Directors of AUO Corporation:
Opinion
We have audited the consolidated financial statements of AUO Corporation and its December 31, 2024 and 2023, the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years ended December 31, 2024 and 2023, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for each of the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Interpretations developed by the International Financial Reporting Interpretations 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the
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 requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Impairment of long-term non-financial assets (including goodwill)
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Accounting Judgments and Key Sources of
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consolidated financial statements.
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Description of key audit matter:
The Company operates in an industry with high investment costs, has goodwill through the acquisition of subsidiaries, and may experience volatility in response to changes in the external market; hence, it is important to assess the impairment of its long term non financial assets (including goodwill). The impairment assessment includes identifying cash generating units, determining a valuation model, determining significant assumptions, and computing recoverable amounts. With the complexity of the impairment assessment process and the involvement of significant management judgment regarding assumptions used, this is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included assessment and testing process; assessing whether there are impairment indications for the identified cash generating units of the Company and its related assets; understanding and assessing the appropriateness of the valuation model used by the management in the impairment assessment and the significant assumptions used to n, useful lives, and weighted average cost of capital; retrospectively reviewing the accuracy of assumptions used in prior period estimates and performing a sensitivity analysis of key assumptions and results; in addition to the above audit procedures, appointing specialists to evaluate the appropriateness of the weighted average cost of capital used and related assumptions; performing an inquiry of the management and identifying any event after the balance sheet date if able to affect the results of the impairment assessment; and assessing the financial assets and other related disclosures.
2. Revenue recognition
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d Note 6(21)
Description of key audit matter:
Revenue is recognized when the control over a product has been transferred to the customer as specified in each individual contract with customers. The Company recognizes revenue depending on the various sales terms in each individual contract with customers to ensure the performance obligation has been satisfied by transferring control over a product to a customer. In addition, the Company operates in an industry in which revenue is considered to be complex in determining the timing of revenue recognition. Consequently, this is one of the key areas our audit focused on.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included assessing whether appropriate revenue recognition policies are applied through comparison with accounting stan revenue types, its related sales agreements, and sales terms; on a sample basis, accounting treatment of the related contracts (including sales terms) is applied appropriately; performing a test of details of sales revenue and understanding the rationale for any identified significant sales fluctuations and any significant reversals of revenue through sales discounts and sales returns which incurred within a certain period before or after the balance sheet date; and assessing the adequacy of the
Other Matters
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AUO Corporation has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2024 and 2023, on which we have issued an unmodified audit 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRS, IAS, IFRIC, 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
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 (inclusive of the Audit Committee) are responsible for .
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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
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identified and assessed 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.
-
Obtained 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
-
Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
e 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, 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 cease to continue as a going concern.
-
Evaluated the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial
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statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtained sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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 communicated 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 identified during our audit.
We also provided those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicated 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 determined those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe
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.
ort are
Yu, Chi Lung and Lu, Chien Hui.
KPMG
Hsinchu, Taiwan (Republic of China)
February 13, 2025
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRS, IAS, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to such consolidated financial statements are those generally accepted and applied in the Republic of China.
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AUO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars)
| Assets Current assets: 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss current 1136 Financial assets at amortized cost current 1170 Notes and accounts receivable, net 1180 Accounts receivable from related parties, net 1210 Other receivables from related parties 1220 Current tax assets 130X Inventories 1410 Prepayments 1460 Noncurrent assets held for sale 1476 Other current financial assets 1479 Other current assets Noncurrent assets: 1510 Financial assets at fair value through profit or loss noncurrent 1517 Financial assets at fair value through other comprehensive income noncurrent 1535 Financial assets at amortized cost noncurrent 1550 Investments in equity-accounted investees 1600 Property, plant and equipment 1966 Capitalized contract cost noncurrent 1755 Right-of-use assets 1760 Investment property 1780 Intangible assets 1840 Deferred tax assets 1920 Refundable deposits 1990 Other noncurrent assets Total Assets |
December 31, 2024 December 31, 2023 Amount % Amount % $ 68,446,514 17 83,969,463 22 35,893 - 176,492 - 469,685 - 584,217 - 25,239,268 7 22,798,408 6 706,467 - 1,244,546 - 18,249 - 15,305 - 556,448 - 307,874 - 33,811,177 9 29,003,121 8 3,164,216 1 2,654,523 1 373,474 - - - 4,655,503 1 3,130,373 1 653,736 - 326,391 - 138,130,630 35 144,210,713 38 - - 139,170 - 3,412,470 1 1,832,068 - 917,246 - 680,107 - 26,243,275 7 29,383,580 8 166,243,773 42 171,172,804 45 9,292,002 2 - - 9,869,263 3 9,770,626 2 1,172,960 - 1,320,901 - 19,418,369 5 11,268,867 3 10,391,763 3 10,201,660 3 2,575,209 1 1,102,087 - 5,202,293 1 2,388,154 1 254,738,623 65 239,260,024 62 $ 392,869,253 100 383,470,737 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss current 2170 Notes and accounts payable 2180 Accounts payable to related parties 2213 Equipment and construction payable 2220 Other payables to related parties 2230 Current tax liabilities 2250 Provisions current 2280 Lease liabilities current 2399 Other current liabilities 2322 Current installments of long-term borrowings Noncurrent liabilities: 2527 Contract liabilities noncurrent 2540 Long-term borrowings, excluding current installments 2550 Provisions noncurrent 2570 Deferred tax liabilities 2580 Lease liabilities noncurrent 2600 Other noncurrent liabilities Total liabilities Equity: Equity attributable to shareholders of AUO Corporation: 3100 Common stock 3200 Capital surplus 3300 Retained earnings 3400 Other components of equity 3500 Treasury shares Non-controlling interests 36XX Non-controlling interests Total equity Total Liabilities and Equity |
December 31, 2024 Amount % $ 3,466,371 1 222,653 - 48,120,109 12 6,015,456 2 3,571,869 1 75,664 - 1,572,527 - 3,060,735 1 793,324 - 29,575,195 8 12,838,059 3 109,311,962 28 5,687,846 2 102,020,544 26 1,067,960 - 4,770,860 1 8,656,785 2 1,580,280 - 123,784,275 31 233,096,237 59 76,678,810 20 48,275,512 12 28,699,176 7 (355,778) - - - 153,297,720 39 6,475,296 2 159,773,016 41 $ 392,869,253 100 |
December 31, 2024 Amount % $ 3,466,371 1 222,653 - 48,120,109 12 6,015,456 2 3,571,869 1 75,664 - 1,572,527 - 3,060,735 1 793,324 - 29,575,195 8 12,838,059 3 109,311,962 28 5,687,846 2 102,020,544 26 1,067,960 - 4,770,860 1 8,656,785 2 1,580,280 - 123,784,275 31 233,096,237 59 76,678,810 20 48,275,512 12 28,699,176 7 (355,778) - - - 153,297,720 39 6,475,296 2 159,773,016 41 $ 392,869,253 100 |
December 31, 2023 Amount % 263,000 - 11,143 - 43,433,269 11 5,203,290 1 6,135,421 2 48,281 - 1,083,671 - 2,399,306 1 644,259 - 25,291,133 7 10,062,194 3 94,574,967 25 6,239,558 2 101,524,840 26 881,394 - 3,936,644 1 8,684,270 2 2,271,528 1 123,538,234 32 218,113,201 57 76,993,961 20 54,998,829 14 31,899,740 8 (4,484,899) (1) (240,424) - 159,167,207 41 6,190,329 2 165,357,536 43 383,470,737 100 |
December 31, 2023 Amount % 263,000 - 11,143 - 43,433,269 11 5,203,290 1 6,135,421 2 48,281 - 1,083,671 - 2,399,306 1 644,259 - 25,291,133 7 10,062,194 3 94,574,967 25 6,239,558 2 101,524,840 26 881,394 - 3,936,644 1 8,684,270 2 2,271,528 1 123,538,234 32 218,113,201 57 76,993,961 20 54,998,829 14 31,899,740 8 (4,484,899) (1) (240,424) - 159,167,207 41 6,190,329 2 165,357,536 43 383,470,737 100 |
|---|---|---|---|---|---|
| Amount 263,000 11,143 43,433,269 5,203,290 6,135,421 48,281 1,083,671 2,399,306 644,259 25,291,133 10,062,194 94,574,967 6,239,558 101,524,840 881,394 3,936,644 8,684,270 2,271,528 123,538,234 218,113,201 76,993,961 54,998,829 31,899,740 (4,484,899) (240,424) 159,167,207 6,190,329 165,357,536 383,470,737 |
|||||
| 109,311,962 28 |
25 | ||||
| 5,687,846 2 102,020,544 26 1,067,960 - 4,770,860 1 8,656,785 2 1,580,280 - |
2 26 - 1 2 1 |
||||
| 123,784,275 31 |
32 | ||||
| 233,096,237 59 |
57 | ||||
| 76,678,810 20 48,275,512 12 28,699,176 7 (355,778) - - - |
20 14 8 (1) - |
||||
| 153,297,720 39 |
41 | ||||
| 6,475,296 2 |
2 | ||||
| 159,773,016 41 |
43 | ||||
| $ 392,869,253 100 |
100 |
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AUO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income For the years ended December 31, 2024 and 2023 (Expressed in thousands of New Taiwan dollars, except for Earnings (loss) per share)
| , share) |
||||
|---|---|---|---|---|
| 4000 Net revenue 5000 Cost of sales Gross profit Operating expenses 6100 Selling and distribution expenses 6200 General and administrative expenses 6300 Research and development expenses Total operating expenses Loss from operations Non-operating income and expenses: 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of equity-accounted investees Total non-operating income and expenses 7900 Loss before income tax 7950 Less: income tax expense(benefit) 8200 Loss for the year 8300 Other comprehensive income: 8310 Items that will never be reclassified to profit or loss 8311 Remeasurement of defined benefit obligations 8316 Unrealized gain (loss) on equity investments at fair value through other comprehensive income 8320 Equity-accounted investees share of other comprehensive income 8349 Related tax 8360 Items that are or may be reclassified subsequently to profit or loss 8361 Foreign operations foreign currency translation differences 8370 Equity-accounted investees share of other comprehensive income 8399 Related tax 8300 Other comprehensive income (loss), net of tax 8500 Total comprehensive income (loss) for the year Profit (loss) attributable to: 8610 Shareholders of AUO Corporation 8620 Non-controlling interests Total comprehensive income (loss) attributable to: 8710 Shareholders of AUO Corporation 8720 Non-controlling interests Loss per share(NT$) 9750 Basic loss per share 9850 Diluted loss per share |
2024 | % 100 91 |
2023 | % 100 98 |
| Amount $ 280,245,421 256,029,425 |
Amount 247,964,437 243,354,069 |
|||
| 24,215,996 | 9 | 4,610,368 | 2 | |
| 6,293,277 10,360,357 16,028,319 |
2 4 6 |
5,019,739 8,321,194 13,231,450 |
2 4 5 |
|
| 32,681,953 | 12 | 26,572,383 | 11 | |
| (8,465,957) | (3) | (21,962,015) | (9) | |
| 1,696,201 4,079,495 5,248,651 (3,308,073) 144,895 |
1 1 2 (1) - |
1,915,078 1,999,172 (391,363) (2,724,883) (518,049) |
1 1 - (1) - |
|
| 7,861,169 | 3 | 279,955 | 1 | |
| (604,788) 2,339,594 |
- 1 |
(21,682,060) (3,530,906) |
(8) (1) |
|
| (2,944,382) | (1) | (18,151,154) | (7) | |
| 34,083 1,470,743 (71,143) (6,413) |
- - - - |
4,074 (36,180) 446,924 (1,725) |
- - - - |
|
| 1,427,270 | - | 413,093 | - | |
| 3,005,871 341,652 (620,565) |
1 - - |
(1,540,996) (73,173) 290,245 |
(1) - - |
|
| 2,726,958 | 1 | (1,323,924) | (1) | |
| 4,154,228 | 1 | (910,831) | (1) | |
| $ 1,209,846 |
- | (19,061,985) | (8) | |
| $ (3,064,167) 119,785 |
(1) - |
(18,203,274) 52,120 |
(7) - |
|
| $ (2,944,382) | (1) | (18,151,154) | (7) | |
| $ 928,557 281,289 |
- - |
(19,043,606) (18,379) |
(8) - |
|
| $ 1,209,846 |
- | (19,061,985) | (8) | |
| $ (0.40) |
(2.37) | |||
| $ (0.40) |
(2.37) |
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AUO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars)
Equity Attributable to Shareholders of AUO Corporation
| Balance at January 1, 2023 Appropriation of earnings: Reversal of special reserve Profit (loss) for the year Other comprehensive income (loss), net of tax Total comprehensive income (loss) for the year Cash distribution from capital surplus Donations from shareholders Differences between consideration and carrying amount arising from acquisition or disposal of interest in subsidiary equity Share-based payments Disposal of equity investments measured at fair value through other comprehensive income Changes in non-controlling interests Balance at December 31, 2023 Appropriation of earnings: Special reserve Profit (loss) for the year Other comprehensive income, net of tax Total comprehensive income (loss) for the year Cash distribution from capital surplus Donations from shareholders Adjustments for changes in investees' equity Change in capital surplus for not proportionately participating in the capital increase of investees Retirement of treasury share Disposal of equity investments measured at fair value through other comprehensive income Changes in non-controlling interests Balance at December 31, 2024 |
Capital Stock | Capital Surplus 61,942,210 |
Legal Reserve 13,753,412 |
Retained | Earnings | Other Cumulative Translation Differences (2,406,490) |
Components of | Equity | Treasury Shares (295,527) |
Equity Attributable to Shareholders of AUO Corporation 185,099,091 |
Non- controlling Interests 6,311,557 |
Total Equity 191,410,648 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensi ve Income (1,213,815) |
Subtotal (3,620,305) |
||||||||||||
| Common **Stock ** |
Special Reserve 4,743,181 |
Unappropriat ed Earnings 31,582,159 |
Subtotal 50,078,752 |
||||||||||
| $ 76,993,961 | |||||||||||||
| - | - | - | (1,122,876) | 1,122,876 | - |
- | - | - | - | - | - | - | |
| - - |
- - |
- - |
- - |
(18,203,274) 44,759 |
(18,203,274) 44,759 |
- (1,245,272) |
- 360,181 |
- (885,091) |
- - |
(18,203,274) (840,332) |
52,120 (70,499) |
(18,151,154) (910,831) |
|
| - | - | - | - | (18,158,515) | (18,158,515) | (1,245,272) | 360,181 | (885,091) |
- | (19,043,606) | (18,379) | (19,061,985) | |
| - | (6,134,305) | - | - | - | - | - | - | - | - | (6,134,305) | - | (6,134,305) | |
| - | 3,712 | - |
- | - | - | - | - | - | - | 3,712 | - |
3,712 | |
| - | (16,137) | - | - | - | - | - | - | - | - | (16,137) | 16,137 | - |
|
| - | (874,755) | - | - | - | - | - | - | - | - | (874,755) | (25,675) | (900,430) | |
| - | 78,104 | - |
- | - | - | - | - | - | 55,103 | 133,207 |
867 |
134,074 |
|
| - | - | - | - | (20,497) | (20,497) | - | 20,497 | 20,497 |
- |
- | - | - | |
| - | - | - | - | - | - | - | - | - | - | - | (94,178) | (94,178) | |
| 76,993,961 | 54,998,829 |
13,753,412 |
3,620,305 |
14,526,023 |
31,899,740 |
(3,651,762) |
(833,137) | (4,484,899) | (240,424) | 159,167,207 | 6,190,329 |
165,357,536 |
|
| - | - | - | 864,594 | (864,594) |
- | - | - | - | - | - | - | - | |
| - - |
- - |
- - |
- - |
(3,064,167) 32,197 |
(3,064,167) 32,197 |
- 2,606,740 |
- 1,353,787 |
- 3,960,527 |
- - |
(3,064,167) 3,992,724 |
119,785 161,504 |
(2,944,382) 4,154,228 |
|
| - | - | - | - | (3,031,970) | (3,031,970) | 2,606,740 | 1,353,787 |
3,960,527 |
- |
928,557 | 281,289 |
1,209,846 |
|
| - | (6,901,093) | - | - | - | - | - | - | - | - | (6,901,093) | - | (6,901,093) | |
| - | (218) | - | - | - | - | - | - | - | - | (218) | - | (218) | |
| - | 141,172 | - |
- | - | - | - | - | - | - | 141,172 | - |
141,172 | |
| - | (37,905) | - | - | - | - | - | - | - | - | (37,905) | 37,905 | - |
|
| (315,151) | 74,727 | - |
- | - | - | - | - | - | 240,424 | - |
- | - | |
| - | - | - | - | (168,594) | (168,594) | - | 168,594 | 168,594 |
- |
- | - | - | |
| - | - | - | - | - | - | - | - | - | - | - | (34,227) | (34,227) | |
| $ **76,678,810 ** |
48,275,512 |
13,753,412 |
**4,484,899 ** |
**10,460,865 ** |
28,699,176 |
**(1,045,022) ** | 689,244 |
(355,778) |
- | **153,297,720 ** | 6,475,296 |
159,773,016 |
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AUO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars)
| Cash flows from operating activities: Loss before income tax Adjustments for: - depreciation - amortization - net loss (gain) on financial instruments at fair value through profit or loss - interest expense - interest income - dividend income - compensation costs of share-based payments - share of loss (profit) of equity-accounted investees - gains on disposal of property, plant and equipment - gains on disposal of noncurrent assets held for sale - net gains on disposal of investments - impairment losses on assets - unrealized foreign currency exchange gains - others Changes in operating assets and liabilities: - notes and accounts receivable - receivables from related parties - inventories - capitalized contract cost - other operating assets - contract liabilities - notes and accounts payable - payables to related parties - provisions - other operating liabilities Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash provided by operating activities |
2024 $ (604,788) 32,083,839 2,020,449 301,934 3,214,948 (1,696,201) (1,555) - (144,895) (4,894,753) (224,306) (1,151,456) 187,700 (209,735) 139,208 3,216,346 748,921 (1,282,283) (2,081,774) (573,196) (2,571,544) (1,684,409) 647,433 (55,787) 50,405 |
2023 (21,682,060) 32,379,064 126,480 (53,869) 2,660,885 (1,915,078) (2,585) 61,066 518,049 (53,350) (1,069,530) (116) 210,771 (364,148) 101,025 (4,844,979) 1,791 1,266,186 - 385,546 (440,614) 2,755,404 (666,467) 1,832,878 (395,560) |
|---|---|---|
| 25,434,501 1,758,491 979,036 (3,180,509) (1,845,870) |
10,810,789 1,855,266 1,599,601 (2,632,179) (1,639,914) |
|
| 23,145,649 | 9,993,563 |
(Continued)
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| Cash flows from investing activities: Acquisitions of financial assets at fair value through other comprehensive income Disposals of financial assets at fair value through other comprehensive income Acquisitions of financial assets at amortized cost Disposals of financial assets at amortized cost Acquisitions of financial assets at fair value through profit or loss Acquisitions of equity-accounted investees Disposals of equity-accounted investees Proceeds from disposal of noncurrent assets held for sale Acquisitions of property, plant and equipment Disposals of property, plant and equipment Increase in receipts in advance due to disposal of assets Increase in refundable deposits Decrease in other financial assets Net cash outflow arising from acquisition of subsidiaries Net cash used in investing activities Cash flows from financing activities: Proceeds from short-term borrowings Repayments of short-term borrowings Repayments of convertible bonds Proceeds from long-term borrowings Repayments of long-term borrowings Payment of lease liabilities Decrease in received guarantee deposits Cash distribution from capital surplus Treasury shares sold to employees Net change of non-controlling interests Others Net cash (used in) provided by financing activities Effect of exchange rate change on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at January 1 Cash and cash equivalents at December 31 |
2024 (364,615) 71,622 (671,111) 628,662 - (346,331) 4,217,988 288,106 (26,923,685) 3,698,054 402,171 (1,300,729) 293,758 (13,082,776) |
2023 (217,183) 74,799 (878,405) 770,824 (138,231) (105,904) - 808,694 (26,786,572) 2,293,768 - (106,096) 315,501 (85,579) |
|---|---|---|
| (33,088,886) | (24,054,384) | |
| 14,764,420 (11,626,666) (381,890) 51,302,336 (53,672,731) (765,821) 24,348 (6,901,093) - (137,635) (218) |
3,241,000 (3,104,249) - 63,124,446 (38,134,307) (606,200) (2,403) (6,134,305) 73,011 (94,178) 3,712 |
|
| (7,394,950) | 18,366,527 | |
| 1,815,238 | (949,363) | |
| (15,522,949) 83,969,463 |
3,356,343 80,613,120 |
|
| $ 68,446,514 |
83,969,463 |
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Attachment 7
2024 Loss Off-Setting Proposal
| Amount in NT$ | |
|---|---|
| Items | Amount |
| Unappropriated Retained Earnings, Beginning Balance |
13,661,429,290 |
| Add: Change in Remeasurement of Defined Benefit Plan(Note1) |
32,197,671 |
| Less: Disposal of Equity Instruments at Fair Value through |
(168,594,179) |
| Net Loss after Tax of 2024 | (3,064,167,410) |
| Less: Reversal for Special Reserve(Note 2) | 4,129,120,690 |
| Unappropriated Retained Earnings, Ending Balance | 14,589,986,062 |
Note 1. method.
Note 2. The special reserve is reversed based on the balance of special reserve deducting the other components of equity as of December 31, 2024.
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Attachment 8
Comparison Table for the Articles of Incorporation
Before and After the Amendment
| Before amendment | After amendment | Reason of amendment | |
|---|---|---|---|
| Article 15 Where the Company has a profit before tax for each fiscal year, the Company shall first reserve certain amount of the profit to recover losses for preceding years, and then set aside no less than 5% of the remaining profit for distribution to employees as remuneration and no more than 1% of the remaining profit for distribution to directors as remuneration. |
Article 15 Where the Company has a profit before tax for each fiscal year, the Company shall first reserve certain amount of the profit to recover losses for preceding years, and then set aside no less than 5% of the remaining profit for distribution to employees as remuneration and no more than 1% of the remaining profit for distribution to directors as remuneration. Ofthe employeesremuneration ~~mentioned~~ ~~in~~ ~~the~~ ~~preceding~~ ~~paragraph, not less than 20% ~~ ~~shall~~ ~~be~~ ~~allocated~~ ~~for ~~ ~~the~~ ~~distribution of remuneration to~~ ~~non-executive employees.~~ |
Pursuant to the amendment of Article 14, Paragraph 6 of the Securities Exchange Act |
|
| Article 17 These Articles of Incorporation were enacted by the incorporators in the incorporators meeting held on July 18, 1996 and were effectively approved by the competent authority. The first amendment was made on twenty-third amendment was made on June 17, 2022. |
Article 17 These Articles of Incorporation were enacted by the incorporators in the incorporators meeting held on July 18, 1996 and were effectively approved by the competent authority. The first amendment was made on twenty-third amendment was made on June 17, 2022.The twenty-fourthamendment ~~was~~ ~~made on May 28, 2025.~~ |
To add the amendment date. |
|
| ~~made on May 28, 2025.~~ |
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Attachment 9
List of non-competition restrictions proposed to be lifted
| Name | Released restriction items |
|---|---|
| Shuang-Lang (Paul) Peng | - Chairman, Ennostar Inc. |
| Frank Ko | - Director, Darwin Precisions Corp. - Director, ADLINK Technology Inc |
| Qisda Corporation | - Chairman, Alpha Networks Inc. - Chairman, DFI Inc. - Chairman, Metaage Corporation - Chairman, Benq Materials Corp. - Director, Topview Optronics Corp. - Chairman, Simula Technology Inc. - Chairman, Partner Tech Corp. - Chairman, Data Image Corporation - Director, Q.S. Control Corp. - Chairman, BenQ corporation - Chairman, Golden Spirit Co., Ltd. - Chairman, Darly Venture Inc. - Chairman, BenQ Dialysis Technology Corp. - Chairman, Qisda Optronics Corp. - Chairman, BenQ Biotech (Shanghai) Co., Ltd - Chairman, Qisda Vietnam Co.,Ltd - Director, H2 Energy Co., Ltd. - Director, Marketop Smart Solutions Co., Ltd. - Director, Darfon Electronics Corp. - Director, Fong Huang 6 Innovation Corp. - Director, TCI Gene Inc. - Director, Rapidtek Technologies Inc. - Chairman, Norbel Baby Co.,Ltd - Director, Dunpin NO1. Innovation Investment Corp. - Director, Dunpin NO2. Innovation Investment Corp. |
| Han-Chou (Joe) Huang | - Director, Qisda Corp. - Chairman, Data Image Corp. - Chairman, Diva Laboratories, Ltd. - Chairman, Simula Technology Inc. - Chairman, Action Star Technology Co., Ltd. - Chairman, Qisda Optronics Corp. - Director, Alpha Networks Inc. - Director, Metaage Corporation - Director, BenQ Biotech (Shanghai) Co., Ltd - Director, Shanghai Filter Technology Co.,Ltd |
| Chuang- Chuang Tsai | - Independent Director and Member of Audit Committee, Remuneration Committee and Sustainability Committee, Elan Microelectronics Corp. |
| Chiu-ling Lu | - Independent Director and Member of Audit Committee and Remuneration Committee, Chen Full International Co., Ltd. - Independent Director and Member of Audit Committee, Remuneration Committee, Sustainability Committee and HR Policy |
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| Name | Released restriction items |
|---|---|
| Committee, Eastern International Bank | |
| Cathy Han | - Independent Director, Convener of Audit Committee and Member of Nomination Committee, Wiwynn Corporation - Independent Director and Member of Audit Committee and Remuneration Committee, Apacer Technology Inc. |
| Tzu-Ting Huang | - Advisor, Acer Inc - Independent Director and Member of Audit Committee, Remuneration Committee, Sustainability Development Committee and Risk Management Committee, Compal Electronics, Inc. - Independent Director and Member of Audit Committee and Remuneration Committee, Flytech Technology Co., Ltd. |
| Yen-Hsi Lin | - Independent Director, Eurocharm Holdings Co., Ltd. - Independent Director, Member of Audit Committee, Convener of Remuneration Committee and Member of Corporate Sustainability and Nominating Committee, LandMark Optoelectronics Corporation - Director, iMozen Group Inc. - Director, Commonwealth Education Media and Publishing Co., Ltd - Director, Social Enterprise Insights |
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IV. Appendices
- 44 -
Appendix 1
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Articles of Incorporation (Before the amendments)
Chapter 1: General Provisions
Article 1
The Company is incorporated, registered and organized as a company limited by shares and permanently existing in accordance with the Company Law of the Republic of China (the "Company Law") and the Company's English name is AUO Corporation.
Article 2
The scope of business of the Company shall be as follows:
-
CC01080 Electronic parts and components manufacturing business
-
F119010 Electronic material wholesale business (for operations outside the Science Park only)
-
CC01030 Electronic appliances and AV electronics products manufacturing business
-
CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
-
CC01090 Batteries Manufacturing
-
IG03010 Energy Technical Services
-
CA02990 Other Fabricated Metal Products Manufacturing
-
C801990 Other Chemical Materials Manufacturing
To research, develop, produce, manufacture and sell the following products:
-
(1) Plasma display and related systems
-
(2) Liquid crystal display and related systems
-
(3) Organic light emitting diodes and related systems
-
(4) Amorphous silicon photo sensor device parts and components
-
(5) Thin film photo diode sensor device parts and components
-
(6) Thin film transistor photo sensor device parts and components
-
(7) Touch imaging sensors
-
(8) Full color active matrix flat panel displays
-
(9) Field emission displays
-
(10) Single crystal liquid crystal displays
-
(11) Original equipment manufacturing for amorphous silicon thin film transistor process and flat panel display modules
-
(12) Original design manufacturing and original equipment manufacturing business for flat panel display modules
-
(13) Solar Cell, modules, and related system and service.
-
(14) New green energy related system and service (for operations outside the Science Park only)
-
(15) Color Filters
-
(16) The simultaneous operation of a trade business and maintenance service relating to the Company's business
-
(17) The simultaneous operation of metals, Refuse Derived Fuel and chemical
The operation of the businesses listed above shall be conducted in accordance with the relevant laws and regulations.
Article 3
The head office of the Company shall be in the Science-Based Industrial Park, Hsinchu, Taiwan, the Republic of China ("R.O.C.") or such other appropriate place as may be decided by the board of directors (the "Board"). Subject to the approval of the Board and other relevant authorities, the
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Company may, if necessary, set up branches, factories, branch operation offices or branch business offices both inside and outside of the R.O.C.
Article 4
The total amount of the Company's investment is not subject to the restriction of Article 13 of the Company Law. The Company may provide guarantees or endorsements on behalf of third parties due to business or investment relationships with such third parties.
Chapter 2: Shares
Article 5
The total capital of the Company is One Hundred and Twenty Billion New Taiwan Dollars (NT$120,000,000,000), divided into Twelve Billion (12,000,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) each and in registered form. The Board of Directors is authorized to issue the un-issued shares in installments.
A total of 100,000,000 shares among the above total capital should be reserved for issuance of new shares for performing obligation under the employee stock options, which may be issued in installments.
Article 6
The share certificates of the Company shall be all in registered form. The share certificates, after due registration with the competent authority, shall be signed or sealed by at least three directors and shall be legally authenticated prior to issue.
The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities.
Article 7
Unless otherwise provided by applicable law and regulations, the shareholders services shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.
Chapter 3: Shareholders' Meetings
Article 8
Shareholders' meetings shall be of two types, ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened annually by the Board within six months of the end of each fiscal year. Extraordinary meetings shall be convened in accordance with the relevant laws, whenever necessary. The Company's shareholders meeting may be held by video conference or other methods announced by the competent authority.
Article 9
Unless otherwise provided in applicable law and regulations, a resolution shall be adopted at a meeting attended by the shareholders holding and representing a majority of the total issued and outstanding shares and at which meeting a majority of the attending shareholders shall vote in favor of the resolution. In case a shareholder is unable to attend a shareholders' meeting, such shareholder may issue a proxy in the form issued by the Company, setting forth the scope of authorization by signing and affixing such shareholder's seal on the proxy form for the representative to be present on such shareholder's behalf. Except for trust enterprises or other stock transfer agencies approved by the securities authorities, if a person is designated as proxy by more than two shareholders, any of such nding shares shall not be considered. The relevant matters related to the use and rescission of the proxy shall be conducted in accordance with the Company Law and applicable rules.
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Chapter 4: Board of Directors and Audit Committee
Article 10
The Company shall have seven to eleven directors. Directors shall be elected from a slate of director candidates, which are nominated under the Candidate Nomination System, at shareholders' meetings. Within the entire Board, the Company shall have at least three independent directors on the Board. The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations. The term of office for all directors shall be three (3) years. The directors are eligible for re-election. The number of the directors shall be decided by the board of directors.
The Board is authorized to determine the compensation for the directors, taking into account the extent local and overseas industry.
The Company may take out liability insurance for the directors with respect to the liabilities resulting from exercising their duties during their terms of office.
Article 10-1
Pursuant to Article 14-4 of the Securities and ExchangeLaw, the Company shall have the audit committee which shall be composed of all independent directors.
Article 11
The Company shall have a chairman of the Board. The chairman of the Board shall be elected by and among the directors by a majority of directors present at a meeting attended by more than two thirds of directors. As necessary, a vice chairman may be elected by and among the directors in the same manner. The chairman of the Board shall preside internally at the meetings of the Board and shall externally represent the Company. In case the chairman of the Board asks for leave or for other reason cannot exercise his power and authority, the vice chairman shall act on his behalf. In case there is no vice chairman or the vice chairman is also on leave or cannot exercise his power and authority for any reason, the chairman of the Board may designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect a designee from among themselves.
Article 12
Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy in accordance with Article 205 of the Company Law. Each director may act as a proxy for one other director only.
The meeting of the Board of Directors shall be convened in accordance with the Company Law. In calling a meeting of the Board of Directors, a notice may be given to each director by means of electronic mail or facsimile.
Chapter 5: President & Vice Presidents
Article 13
The Company shall have one or more managerial personnel. Appointment, dismissal, and remuneration of the president and vice presidents shall be subject to the provisions of the Company Law.
Chapter 6: Accounting
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Article 14
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After the end of each fiscal year, the Board shall prepare and submit the following documents: (1) business report, (2) financial statements, (3) proposal for allocation of earnings or recovery of loss to the shareholders in accordance with applicable laws at the ordinary meeting of shareholders for their acceptance.
Article 15
Where the Company has a profit before tax for each fiscal year, the Company shall first reserve certain amount of the profit to recover losses for preceding years, and then set aside no less than 5% of the remaining profit for distribution to employees as remuneration and no more than 1% of the remaining profit for distribution to directors as remuneration.
Article 15-1
Where the Company has a profit at the end of each fiscal year, the Company shall first allocate the profit to pay taxes and cover accumulated losses, and then 10% of the remaining net earnings shall be allocated as the Company's legal reserve unless and until the accumulated legal reserve reaches the paid in capital. Certain amount shall be further allocated as special reserve or the special reserve shall be reversed in accordance with applicable laws and regulations or as requested by the competent authority. The balance (if any) together with accumulated unappropriated retained earnings can be distributed after the distribution plan proposed and approved. Dividend distribution in the form of form of cash shall be approved by the Board and a report of such distribution shall be submitted to the
The Company's dividend policy is to pay dividends from surplus considering factors such as the Company's current and future investment environment, cash requirements, domestic and overseas competitive conditions and capital budget requirements, and taking into account the shareholders' interest, maintenance of a balanced dividend and the Company's long term financial plan. If the retained earnings available for distribution of the current year reaches 2% of the paid in capital of the Company, no less than 20% of the retained earnings available for distribution of the current year shall be distributed as dividend. If the retained earnings available for distribution of the current year does not reach 2% of the paid in capital of the Company, the Company may distribute no dividend. The cash portion of the dividend shall not be less than 10% of the total dividend in the form of cash and stock.
The dividend distribution ratio in the preceding paragraph could be adjusted taking into consideration finance, business and operations, etc.
Article 15-2
Where the Company incurs no loss, the Company may distribute the portion of legal reserve -in capital and the capital reserves permitted for distribution under the Company Act, in whole or in part, in the form of cash, to the shareholders in proportion to their shareholdings by the resolution adopted by the Board and a report of such distribution shall be
Article 15-3
The employees who are entitled to employees remunerations in the form of shares or cash, employee stock option, restricted employee stock, the bought back shares to be transferred by the include employees of subsidiaries of the Company meeting certain specific qualifications and the Board or the person duly designated by the Board is authorized to decide such qualifications and allocation.
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Chapter 7: Supplementary Articles
Article 16
With respect to the matters not provided herein, the Company Law and other applicable laws and regulations shall govern.
Article 17
These Articles of Incorporation were enacted by the incorporators in the incorporators meeting held on July 18, 1996 and were effectively approved by the competent authority.
The first amendment was made on September 18, 1996. The second amendment was made on September 15, 1997. The third amendment was made on April 23, 1998. The fourth amendment was made on April 23, 1999. The fifth amendment was made on March 9, 2000. The sixth amendment was made on May 10, 2001. The seventh amendment was made on May 10, 2001. The eighth amendment was made on October 17, 2001. The ninth amendment was made on May 21, 2002. The tenth amendment was made on May 29, 2003. The eleventh amendment was made on April 29, 2004. The twelfth amendment was made on June 14, 2005. The thirteenth amendment was made on June 15, 2006. The fourteenth amendment was made on June 13, 2007. The fifteenth amendment was made on June 19, 2009. The sixteenth amendment was made on June 10, 2011. The seventeen amendment was made on June 13, 2012. The eighteenth amendment was made on June 19, 2013. The nineteenth amendment was made on June 16, 2016. The twentieth amendment was made on June 15, 2017. The twenty-first amendment was made on June 14, 2019. The twenty-second amendment was made on June 17, 2020. The twenty-third amendment was made on June 17, 2022
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Appendix 2
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Shareholde Procedures.
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the attendance card for the purpose of signing in. The number of shares represented by shareholders or their proxies attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders or their proxies plus the number of shares exercised by correspondence or electronic means.
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The quorum required for the Meeting and the votes cast by the shareholders shall be calculated in accordance with the number of shares representing by shareholders attending the Meeting.
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The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
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The chair of the Board of Directors shall be the chair presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. In case the chair of the Board of Directors is on leave or cannot exercise his power and authority for any reason, the vice chair shall act on behalf of the chair. In case the Company has no vice chair, or the vice chair is also on leave or unable to exercise his and authority for any reason, the chair of the Board of Directors shall designate one of the directors to act on behalf of the chair. If the chair does not make such designation, the directors shall elect from and among themselves an acting chair of the Board of Directors. If the Meeting is convened by the person other than the Board of Directors who is permitted to convene such Meeting, such person shall be the chair presiding the Meeting.
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The Company may appoint designated counsel, Certified Public Accountant or other related persons to attend the Meeting.
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The process of the Meeting shall be tape-recorded or videotaped and these tapes or videos shall be preserved for at least one year.
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Chair shall call the Meeting to order at the time scheduled for the meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chair may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares of the Company, tentative resolutions may be made in accordance with Paragraph 1, Article 175 of the Company Act of the Republic of China. If during the process of the Meeting the number of shares represented by the shareholders present becomes sufficient to constitute the quorum, the chair may submit the tentative resolutions to the Meeting--- for approval in accordance with Article 174 of the Company Act of the Republic of China.
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The agenda of the Meeting shall be set by the Board of Directors, if the Meeting is convened by the Board of Directors. Relevant resolutions (including extraordinary motions and the amendment to the original motion) should be voted by poll. The Meeting shall proceed in accordance with the agenda unless otherwise resolved at the Meeting.
If the shareholders' meeting is convened by a convening party other than the Board of Directors, the provisions of the preceding paragraph shall apply.
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During the Meeting, the chair may, at his/her discretion, set time for intermission. Unless otherwise resolved at the Meeting, the chair cannot announce adjournment of the Meeting before all the discussion items listed in the agenda are resolved. The shareholders cannot designated any other person as chair and continue the Meeting in the same or other place after the Meeting is adjourned.
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When a shareholder present at the Meeting wishes to speak, a speech note should be filled out with of speeches by shareholders should be decided by the chair. If any shareholder presenting the
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Meeting submits a speech note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the speech note, the contents of actual speech shall prevail. Unless otherwise permitted by the chair and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholder, otherwise the chair shall stop such interruption.
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Unless otherwise permitted by the chair, each shareholder shall not, for each discussion item, speak more than two times or longer than 5 minutes each time. In case the speech of any shareholder violates this provision or exceeds the scope of the discussion item, the chair may stop the speech of such shareholder. Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words.
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Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting. If a legal entity is a shareholder and designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
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After the speech of a shareholder, the chair may respond him/herself or appoint an appropriate person to respond.
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The chair may announce to end the discussion of any item and amendment or extraordinary motions proposed by the shareholders, to go into voting if the chair deems it appropriate.
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The voting method and procedures shall be announced by the chair or a person designated by the chair. The person(s) to monitor and the person(s) to count the ballots shall be appointed by the chair. The person(s) monitoring the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and recorded in the minutes of the Meeting.
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Except otherwise provided in the Company Act of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chair.
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If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any of them has been adopted, the other shall be deemed vetoed and no further voting is necessary.
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The chair may require or supervise the disciplinary officers or the security guards to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked
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In case of incident due to force majeure, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
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Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act of Republic of China and the Articles of Incorporation of the Company.
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The Rules and Procedures shall become effective from the date on which the Rules and Procedures are approved by the Meeting. The same shall apply to amendments to the Rules and Procedures.
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These Rules were enacted on April 17, 1997; the first amendment was made on April 23, 1999; the second amendment was made on June 6, 2014; the third amendment was made on June 17, 2020; the fourth amendment was made on June 17, 2022.
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Appendix 3
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4
Article 1
Unless otherwise provided in applicable laws and regulations or the Articles of Incorporation of the Company,
Article 2
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Article 3
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single-named cumulative voting.
Article
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number of directors to be elected. The voting rights may be concentrated to one candidate or be allocated among several candidates. The independent and non-independent directors shall be elected at the same time, but votes received shall be ranked respectively to determine the Director-Elect.
Article 5
The candidates who receive the most votes for the position of director shall win the election, and such number shall be in compliance with the number of positions for director set forth in the Articles of Incorporation. If two or more candidates receive the same number of votes beyond a quota, the winner shall be determined through lot-drawing. The lot may be drawn by the Chairman on behalf of the absentees.
Article 6
The Board of Directors shall, upon preparing the ballots, enter the voting rights on each ballot. The ballot box shall be prepared by the Board of Directors and shall be checked in public by the inspector before voting.
Article 7
At the beginning of the election, the chairman shall appoint the inspector and counter to take charge of monitoring and counting of the votes.
Article 8
The Company adopts the Nomination System for the nomination of candidates to serve as directors. shares are entitled to submit a slate of candidates for consideration as directors in pursuant to the Company Act and other applicable rules.
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The Company shall announce publicly the nomination submission period, the number of director to be elected, the place for eligible shareholders to submit their nomination, and other relevant information p
The qualifications of the candidates for consideration as independent directors shall be in compliance with applicable laws and regulations.
Article 9
A ballot shall be deemed void if such a ballot:
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is not a ballot provided under the Rules;
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is placed into the ballot box blank;
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contains illegible words or corrections;
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the candidate is incorrect with the Company column directors' candidate list;
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Except to filling in the number of allocated voting rights, the ballot is altered any words or marks other than allowed is placed on it;
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contains two or more candidates.
Article 10
The ballots should be counted during the meeting right after the vote casting and the results of the election should be announced by the Chairman at the meeting.
Article 11
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Meeting.
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Appendix 4
Shareholding of Directors
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(1) As of March 30, 2025 the first date of local book-close period for the 2025 Annual NT$76,678,809,720 representing 7,667,880,972 common shares. In accordance with the Article 26 of the Securities and Exchange Act, the minimum requirements of the collective shareholding for directors are 122,686,095 common shares.
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(2) As of March 30, 2025, the actual collective shareholdings of directors were shown as below:
| Title | Name | Shareholders Represented |
Number. of shares held |
Shareholding % |
|
|---|---|---|---|---|---|
| Chairman | Shuang-Lang Peng |
(Paul) | 11,883,179 | 0.15 | |
| Director | Frank Ko | AUO Foundation | 249,600 | 0.00 | |
| Director | Han-Chou Huang |
(Joe) | Qisda Corporation |
530,878,896 | 6.92 |
| Ming Hua | |||||
| Director | Chuang-Chuang Tsai | Investment Company |
7,975,188 | 0.10 | |
| Limited | |||||
| Independent Director |
Chin-Bing Peng |
(Philip) | 77,336 | 0.00 | |
| Independent Director |
Jang-Lin (John) Chen | 0 | 0.00 | ||
| Independent Director |
Chiu-ling Lu | 0 | 0.00 | ||
| Independent Director |
Cathy Han | 0 | 0.00 | ||
| Total | 551,064,199 | 7.19 |
Note: In accordance with the Article 2 of the Rules and Review Procedures for Director and Supervisor Share
public company shall not be counted in the total referred to in the preceding paragraph; if a public company has elected two or more independent directors, the share ownership figures calculated at the rate set forth in the preceding paragraph for all directors and supervisors other than the independent directors and shall be decreased by 20 percent
in accordance with the Act, the provisions on the minimum percentage requirements for the shareholding respectively of all directors and supervisors shall not apply.
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