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Aurora — AGM Information 2021
Jul 27, 2021
52038_rns_2021-07-27_ccbfc923-0dc2-4744-8abd-0ce045774644.pdf
AGM Information
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Stock Code: 2373
Aurora Corporation
2021 Annual Shareholders' Meeting
Meeting Handbook
(Translation)
Time: June 17, 2021 (Thursday) 9:00 a.m.
Venue: 3F., No. 2, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City (Multi-functional Conference Room, Aurora Plaza)
Table of Contents
| Table of Contents | |||||
|---|---|---|---|---|---|
| Chapter | **1. ** | Meeting | Procedure .......................................................................... | 1 | |
| Chapter | **2. ** | Meeting | Agenda | ||
| I. | Announcements | ||||
| (I) | 2020 Business Report ....................................................... | 2 | |||
| (II) | Audit Committee Review Report on Aurora's 2020 | ||||
| Financial Statements......................................................... | 5 |
||||
| (III) | Distribution of Employees' Compensation of 2020 ......... | 6 | |||
| (IV) | Reestablishment of Aurora's "Rules of Procedure for | ||||
| Board of Directors Meetings" and Abolition of the | |||||
| Previous "Rules of Procedure for Board of Directors | |||||
| Meetings".......................................................................... | 7 |
||||
| (V) | Amendment to Aurora's "Code of Ethical Conduct" ....... | 8 | |||
| II. | Proposed Resolutions | ||||
| (I) | Proposal for the Ratification of the 2020 Business Report | ||||
| and Financial Statements .................................................... | 9 |
||||
| (II) | Proposal for the Ratification of the 2020 Profit | ||||
| Distribution Plan ................................................................. | 32 |
||||
| (III) | Proposal for the Deliberation of the Distribution of Cash | ||||
| Dividends from Capital Reserve ........................................ | 34 |
||||
| (IV) | Proposal for the Deliberation of the Amendment to the | ||||
| "Rules of Procedure for Shareholders' Meetings" .............. | 35 |
||||
| (V) | Proposal for the Deliberation of the Amendment to the | ||||
| "Rules for Director Elections" ............................................ | 38 |
||||
| III. | Extempore Motions ................................................................... | 40 | |||
| IV. | Adjournment | ||||
| Chapter | **3. ** | Appendices | |||
| I. | Articles of Incorporation............................................................ | 41 | |||
| II. | Rules of Procedure for Board of Directors Meetings ................ | 50 | |||
| III. | Code of Ethical Conduct ............................................................ | 58 | |||
| IV. | Rules of Procedure for Shareholders' Meetings ........................ | 61 | |||
| V. | Rules for Director Elections ...................................................... | 71 | |||
| VI. | Current Shareholding of Directors ............................................ | 75 |
Aurora Corporation
Procedure for the 2021 Annual Shareholders' Meeting
- I. Reporting the Number of Shares Represented at the
Meeting
-
II. Meeting Called to Order
-
III. Chairman's Remarks
-
IV. Announcements
-
V. Proposed Resolutions
-
VI. Extempore Motions
-
VII. Adjournment
1
【 Announcements 】
I. 2020 Business Report
Aurora Corporation
2020 Business Report
Dear shareholders,
Looking back to 2020, due to the impact of the COVID-19 pandemic, the overall economic environment shows a trend of "squat lower first, and then jump higher." With the stable development of the cross-strait business operation, the overall profitability of Aurora has also shown growth. We hereby present the 2020 Business Results and the 2021 Business Plan:
I. 2020 Business Results
(I) Business Results
For the fiscal year of 2020, the consolidated net revenue was NT$12,950,974 thousand and the net profit after tax was NT$1,438,309 thousand. The earnings per share after tax was NT$6.40. The comparison of profit or loss for the two fiscal years is as follows:
(In Thousands of New Taiwan Dollars)
| Item/Year | Item/Year | 2020 | 2019 | Increase (Decrease) |
Growth Rate |
|---|---|---|---|---|---|
| Operating Revenue |
Consolidated | 12,950,974 | 13,605,113 |
(654,139) |
-5% |
| Parent company only |
3,174,613 | 3,146,934 |
27,679 |
1% | |
| Net Profit after Tax (Attributable to Owners of the Parent) |
1,438,309 | 1,374,792 |
63,517 |
5% |
|
| Earnings per Share after Tax (NT$) |
6.40 | 6.12 |
0.28 |
- |
Note: In terms of the consolidated financial structure, the current ratio was 165% and the liability ratio (as a proportion of assets) was 51%. Both ratios were financially sound.
(II) Review of Operating Performance
Aurora's main operation performance in 2020 included:
- ⚫ The Aurora i Space Intelligent Application Center was established in Taiwan to provide a variety of intelligent office operation solutions, bringing technology applications into office space planning and creating a new smart business and teaching environment.
2
-
⚫ The Aurora Cloud in Taiwan launched an industry-academia cooperation with the Graduate Institute of Human Resource Management of National Central University to nurture future digital human resource (HR) professionals through teaching and introducing HR cloud systems.
-
⚫ The OA company in mainland China succeeded in expanding the A4 device market and successfully grasped the trend of working from home. The number of A4 device sold soared in 2020.
-
⚫ In mainland China, the furniture company launched "Activa Solution," covering the office space solutions and intelligent experience in five office operation modes, namely, collaboration, focus, social interaction, relaxing, and learning.
-
⚫ The construction of the Aurora Jiangsu Intelligent Park is expected to drive green production and smart manufacturing, as well as improve overall production efficiency and fulfill Aurora's environmental and social responsibility.
II. Overview of the 2021 Business Plan and Future Development Strategies
- (I) Prediction of Impact from External Competition and Overall Business Environment and Countermeasures
As countries around the world begin to immunize the general public against COVID-19, the pandemic will gradually become less severe; major international forecasting institutions believe that the growth of global economic and trade will be significantly better in 2021 than that in 2020. The COVID-19 pandemic is a significant turnaround to the overall economic environment and a rare opportunity for Aurora. To this end, we focus on our core strategies. Our business in Taiwan focuses on intensive and detailed operation, while our business in mainland China focuses on development and expansion of operation scale. In addition, the intelligent transformation of various industries is also an inevitable trend. Aurora has also carried out digital transformation and gradually established digital core platforms and resources systems to continuously strengthen the overall competitiveness.
(II) Development Strategies for Each Segment
-
OA:
-
(1) Consolidate the operation and develop new resources of businesses, and continue to accumulate the number of operating machines and income from supply of services to enhance the production value of our employees.
-
(2) Combine solutions with printing equipment (A3/A4/PP machines, etc.) to provide customers with an efficient, innovative and intelligent office environment.
-
(3) Integrate Internet of Things (IoT), cloud, and remote service platforms to consolidate innovate service capabilities and improve the level of customer satisfaction.
3
-
Furniture:
-
(1) Strengthen brand management, improve the concept of Activa and the development of trending products, and provide intelligent space solutions and exceptional office operation experience based on customer needs.
-
(2) Speed up the upgrading of main products, and continue to cooperate with international master designers to develop new products, so as to create differentiation, optimize product strength, and widen the gap with competitors.
-
(3) Deepen the research on the digital office model of big data, artificial intelligence (AI), and the IoT, and cooperate with quality suppliers to generate synergies and create an ecological chain based on industrial innovation.
-
3D:
-
(1) Analyze the scenarios and processes of 3D printing used by customers, integrate hardware and software products, form total solutions based on industry sectors, create differentiation, and enhance competitiveness.
-
(2) Increase the promotion of desktop-level products, improve the product portfolio, and fully meet the needs of customers.
III. Conclusion
Despite the impact of the COVID-19 pandemic in 2020, we have still seen profitable growth and accumulated an even more solid operating foundation, thanks to the support of our shareholders and the efforts of our colleagues. In 2021, Aurora will keep making forwardlooking plans, pressing ahead with correct strategies and action plans, and implementing innovation and talent cultivation. With teamwork, Aurora will do its best to expand the scale of operations, deliver better performance to share with shareholders, give back to society, and fulfill the corporate social responsibility.
Chairman: Yuan Hui-Hua
General Manager: Chou MingPrincipal Accounting Officer: Lin Chung Ya-Ling
4
【 Announcements 】
II. Audit Committee Review Report on Aurora's 2020 Financial Statements
Audit Committee's Review Report
The Audit Committee hereby presents Aurora's 2020 Business Report, financial statements and proposal for earnings distribution, among which the financial statements have been audited by Deloitte&Touche Taiwan, by whom an audit report has been issued accordingly.
The said business report, financial statements, and the proposal for earnings distribution have been audited by the Audit Committee and determined to be in compliance with the Company Act and other relevant laws and regulations. The Audit Committee's Report is hereby prepared in accordance with Article 219 of the Company Act.
Hereby presented for review
To:
2021 Annual Shareholders' Meeting of Aurora Corporation
Convener of the Audit Committee
Liao Kuo-Jung
March 16, 2021
5
【 Announcements 】
-
III. Distribution of Employees' Compensation of 2020
-
Explanatory Notes:
The amount of employees' compensation of Aurora for 2020 is NT$16,750,000 and is proposed to be distributed in the form of cash, which matches the estimated amount of recognized expenses for the year.
6
【 Announcements 】
- IV. Reestablishment of Aurora's "Rules of Procedure for Board of Directors Meetings" and Abolition of the Previous "Rules of Procedure for Board of Directors Meetings"
Explanatory Notess:
- (I) The new Rules have been drafted in accordance with the Taiwan Stock Exchange Corporation's Official Announcement No. 1090009468 dated June 3, 2020. In view of the substantial extent of this amendment, it is difficult to amend Aurora's existing "Rules of Procedure for the Board of Directors Meetings;" therefore, it was proposed to abolish the existing "Rules of Procedure for the Board of Directors Meetings" and a new set of Rules is enacted. Please refer to Appendix II for the Rules (page 45).
(II) Aurora's new "Rules of Procedure for the Board of Directors Meetings" was approved in the 9th meeting of the 11th board of directors on March 16, 2021.
7
【 Announcements 】
V. Amendment to Aurora's "Code of Ethical Conduct"
Explanatory Notes:
-
(I) The Code is planned to be amended in accordance with the Taiwan Stock Exchange Corporation's Official Announcement No. 1090009468 dated June 3, 2020. Articles of Aurora's "Code of Ethical Conduct" is planned to be amended. Please refer to Appendix III for the Code (page 53).
-
(II) The amendment of Aurora's "Code of Ethical Conduct" was approved in the 9th meeting of the 11th board of directors on March 16, 2021.
8
【 Proposed Resolutions 】
〔 Proposal 1 〕
Proposal: Ratification of the 2020 Business Report and Financial Statements
〔Proposed by the board of directors〕
Explanatory Notes:
-
(I) Aurora's 2020 Business Report and financial statements have been audited and certified by independent Certified Public Accountants Chi Rui-Chuan and Hsieh Chien-Hsin of Deloitte & Touche Taiwan, and have been submitted to the Audit Committee for review. The review is now completed, and an Audit Committee's Review Report is issued.
-
(II) The Business Report and all financial statements are provided in the following pages for ratification.
-
Business Report
【Please refer to page 2】
-
Parent Company Only Balance Sheet
【Please refer to page 15】
-
Parent Company Only Statement of Comprehensive Income
【Please refer to page 16】
-
Parent Company Only Statement of Changes in Equity
【Please refer to page 18】
-
Parent Company Only Statement of Cash Flows
【Please refer to page 19】
-
Consolidated Balance Sheet
9
【 Please refer to page 25 】
- Consolidated Statement of Comprehensive Income
【 Please refer to page 26 】
- Consolidated Statement of Changes in Equity
【 Please refer to page 29 】
- Consolidated Statement of Cash Flows
【 Please refer to page 30 】
Attachment: 1. Audit Committee's Review Report
【 Please refer to page 5 】
- Independent Auditors' Report - Parent
Company Only
【 Please refer to page 11 】
- Independent Auditors' Report – Consolidated
【 Please refer to page 21 】
Resolution:
10
Independent Auditors' Report
To Aurora Corporation:
Opinions
Aurora Corporation's Parent Company Only Balance Sheets as of December 31, 2020 and 2019, in addition to the Parent Company Only Statements of Comprehensive Income, Parent Company Only Statements of Changes in Equity, Parent Company Only Statements of Cash Flows, and Notes to the Parent Company Only Financial Statements (including a summary of significant accounting policies) from January 1 to December 31, 2020 and 2019, have been audited by the CPAs.
In our opinion, the Parent Company Only Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, and are considered to have reasonably expressed the parent company only financial conditions of Aurora Corporation as of December 31, 2020 and 2019, as well as the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2020 and 2019.
Basis for Opinions
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Aurora Corporation in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China ("The Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent Company Only Financial Statements of Aurora Corporation for the year ended December 31, 2020. 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.
Key audit matters for the Parent Company Only Financial Statements of Aurora Corporation for the year ended December 31, 2020 are stated as follows:
Sales revenue and sales revenue of key subsidiaries accounted for using the equity method
The main businesses of Aurora Corporation and its key subsidiaries accounted for using the equity method include the trade and lease of Multi-Functional Photocopiers (MFPs) and sales of system furniture. In particular, sales revenue from sales of system furniture in Taiwan and exporting office
11
equipment in mainland China increased significantly in 2020 as compared to that in 2019; such increase in the overall impact to the financial statements is material. The main risk lies in whether revenue actually occurs. Accordingly, we identify the risk of revenue recognition arising from fraud as a key audit matter in accordance with the Statements on Auditing Standards in relation to significant risk.
For the accounting policies related to revenue recognition, please refer to Note IV (XIV).
We understood and tested the effectiveness of the design and implementation of internal controls in the recognition of sales revenue. We have also selected appropriate samples from the sales details, reviewed the original contracts, documents and customs declaration forms from external forwarders or signed by customers to check whether the recipients are the trading parties, and reviewed whether there is a significant amount of return and allowance subsequent to the balance sheet date to confirm whether there is any material misstatement of sales revenue.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
To ensure that the Parent Company Only Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Parent Company Only Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for preparing and maintaining necessary internal control procedures pertaining to the Parent Company Only Financial Statements.
In preparing the Parent Company Only Financial Statements, the management is responsible for assessing Aurora Corporation's ability to continue as a going concern, disclosing, as applicable, matters related to the going concern and using the going concern basis of accounting unless the management either intends to liquidate Aurora Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing Aurora Corporation's financial reporting process.
Auditors' 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 misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
12
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and evaluate the risk of material misstatements due to fraud or error in the Parent Company Only Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of Aurora Corporation.
-
Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
-
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Aurora Corporation's ability to operate as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the 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 date of our auditors' report. However, future events or conditions may cause Aurora Corporation to cease to continue as a going concern.
-
Evaluate the overall expression, structure and contents of the Parent Company Only Financial Statements (including relevant Notes), and whether the Parent Company Only Financial Statements fairly present relevant transactions and items.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Aurora Corporation to express an opinion on the Parent Company Only Financial Statements. We are responsible for the direction, supervision, and performance of the audit and for expressing an opinion on the Parent Company Only Financial Statements of Aurora Corporation.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine the key audit matters of Aurora Corporation's Parent Company Only Financial Statements for the year ended December 31, 2020. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte & Touche Chi Rui-Chuan, CPA Hsieh Chien-Hsin, CPA Financial Supervisory Commission Securities and Futures Commission Approval Approval No. Jin-Guan-Zheng-Shen No. No. Tai-Cai-Zheng-6 No. 0920123784 1060023872
March 16, 2021
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
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Parent Company Only Balance Sheets For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
Aurora Corporation
| Code 1100 1150 1170 1180 1200 130X 1479 11XX 1550 1600 1755 1760 1805 1821 1840 1920 15XX 1XXX Code 2100 2110 2130 2170 2200 2230 2280 2300 21XX 2540 2570 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 3XXX |
Assets Current assets Cash (Note VI) Notes receivable (Notes IV and VII) Accounts receivable (Notes IV and VII) Accounts receivable - related parties (Notes IV, VII, and XXVII) Other receivables (Notes IV, VII, and XXVII) Inventories (Notes IV and VIII) Other current assets (Note XIV) Total current assets Non-current assets Investments accounted for using the equity method (Notes IV and IX) Property, plant, and equipment (Notes IV, X, XXVII, and XXVIII) Right-of-use assets (Notes IV, XI, and XXVII) Investment properties (Notes IV, XII, and XXVIII) Goodwill (Notes IV and XIII) Other intangible assets (Notes IV and XIII) Deferred tax assets (Notes IV and XXII) Refundable deposits (Note XXVII) Total non-current assets Total assets Liabilities and Equity Current Liabilities Short-term loans (Note XV) Short-term notes and bills payable (Note XV) Contract liabilities - current (Notes IV and XX) Accounts payable (Notes XVI and XXVII) Other payables (Notes XVII and XXVII) Current tax liabilities (Notes IV and XXII) Lease liabilities - current (Notes IV, XI and XXVII) Other current liabilities (Note XVII) Total current liabilities Non-current Liabilities Long-term loans (Note XV) Deferred income tax liabilities (Notes IV and XXII) Lease liabilities - non-current (Notes IV, XI and XXVII) Net defined benefit liabilities - non-current (Notes IV and XVIII) Guarantee deposits received (Note XXVII) Total non-current liabilities Total liabilities Equity (Note XIX) Capital stock Capital stock - common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity Total liabilities and equity |
December 31, 2020 Amount % $ 173,009 1 83,048 1 154,015 1 72,492 1 64,483 - 503,546 4 44,024 - 1,094,617 8 10,576,456 82 803,052 6 158,776 1 71,493 1 38,147 - 10,468 - 78,942 1 40,298 1 11,777,632 92 $ 12,872,249 100 $ 2,283,652 18 299,655 2 137,276 1 332,640 3 269,697 2 42,340 - 73,819 1 48,949 - 3,488,028 27 1,000,000 8 258,436 2 86,217 1 410,001 3 878 - 1,755,532 14 5,243,560 41 2,362,025 18 1,941,799 15 1,731,715 13 852,220 7 1,504,059 12 4,087,994 32 28,697 - 791,826) ( 6) 7,628,689 59 $ 12,872,249 100 |
December 31, 2020 Amount % $ 173,009 1 83,048 1 154,015 1 72,492 1 64,483 - 503,546 4 44,024 - 1,094,617 8 10,576,456 82 803,052 6 158,776 1 71,493 1 38,147 - 10,468 - 78,942 1 40,298 1 11,777,632 92 $ 12,872,249 100 $ 2,283,652 18 299,655 2 137,276 1 332,640 3 269,697 2 42,340 - 73,819 1 48,949 - 3,488,028 27 1,000,000 8 258,436 2 86,217 1 410,001 3 878 - 1,755,532 14 5,243,560 41 2,362,025 18 1,941,799 15 1,731,715 13 852,220 7 1,504,059 12 4,087,994 32 28,697 - 791,826) ( 6) 7,628,689 59 $ 12,872,249 100 |
December 31, 2019 | December 31, 2019 | December 31, 2019 | ||
|---|---|---|---|---|---|---|---|---|
| Amount $ 173,009 83,048 154,015 72,492 64,483 503,546 44,024 1,094,617 10,576,456 803,052 158,776 71,493 38,147 10,468 78,942 40,298 11,777,632 $ 12,872,249 $ 2,283,652 299,655 137,276 332,640 269,697 42,340 73,819 48,949 3,488,028 1,000,000 258,436 86,217 410,001 878 1,755,532 5,243,560 2,362,025 1,941,799 1,731,715 852,220 1,504,059 4,087,994 28,697 791,826) 7,628,689 $ 12,872,249 |
Amount $ 90,258 80,763 157,759 74,565 64,220 448,471 22,275 938,311 9,466,415 851,333 129,722 71,967 38,147 12,126 80,485 34,163 10,684,358 $ 11,622,669 $ 2,050,886 - 63,778 264,620 253,804 42,820 61,465 48,042 2,785,415 1,000,000 140,885 68,916 415,004 816 1,625,621 4,411,036 2,362,025 1,920,710 1,597,471 852,220 1,523,968 3,973,659 252,935) 791,826) 7,211,633 $ 11,622,669 |
% | ||||||
( |
( |
( ( |
( ( |
1 1 1 1 - 4 - 8 82 7 1 1 - - 1 - 92 100 18 - 1 2 2 - 1 - 24 9 1 1 3 - 14 38 20 17 14 7 13 34 2) 7) 62 100 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung
Accounting Manager: Lin Ya-Ling
15
Aurora Corporation
Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code Operating revenue (Notes IV, XX, and XXVII) 4110 Sales revenue 4170 Sales returns 4190 Sales discounts and allowances 4000 Total operating revenue 5000 Operating costs (Notes IV, XXI, and XXVII) 5900 Gross profit 5910 Unrealized gains from sales of associates 5920 Realized gains from sales of associates 5950 Realized gross profit Operating expenses (Notes XXI and XXVII) 6100 Selling and marketing expenses 6200 General and administrative expenses 6450 Expected credit losses (or reversal) (Notes IV and VII) 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses (Notes IV, IX, XXI, and XXVII) 7100 Interest income 7190 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit (loss) of associates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses |
2020 | % 101 1 ) - 100 53 47 2 ) 2 47 21 13 - 34 13 - 3 - 1 ) 37 39 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 3,199,689 15,836 ) 9,240) 3,174,613 1,692,644 1,481,969 61,664 ) 65,300 1,485,605 660,298 411,772 12 1,072,082 413,523 113 84,225 1,527 ) 26,190 ) 1,179,744 1,236,365 |
Amount $ 3,180,536 17,555 ) 16,047) 3,146,934 1,708,174 1,438,760 63,987 ) 67,034 1,441,807 657,037 396,289 665) 1,052,661 389,146 135 82,504 18,933 ) 24,169 ) 1,182,161 1,221,698 |
% | ||||||
( ( ( ( ( |
( ( ( |
( ( ( ( ( ( |
( ( ( ( |
101 1 ) - 100 54 46 2 ) 2 46 21 13 - 34 12 - 3 1 ) 1 ) 38 39 |
(Continued on the next page)
16
(Continued from the previous page)
| Code 7900 Income before tax 7950 Tax expenses (Notes IV and XXII) 8200 Net Income Other comprehensive income (Notes IV, X, and XIX) 8310 Components that will not be reclassified to profit or loss 8311 Gains (losses) on re- measurements of defined benefit plans (Note XVIII) 8330 Share of other comprehensive income of associates accounted for using the equity method 8349 Income tax related to components that will not be reclassified to profit or loss (Note XXII) 8360 Components that may be reclassified to profit or loss 8361 Exchange differences on translation of financial statements of foreign operations 8370 Share of other comprehensive income of associates accounted for using the equity method 8300 Other comprehensive income, net 8500 Total comprehensive income Earnings per share (Note XXIII) 9710 Basic 9810 Diluted |
2020 | % 52 7) 45 1 ) - 1 - 4 7 11 11 56 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 1,649,888 211,579) 1,438,309 27,549 ) 1,351 ) 5,510 23,390) 123,736 227,287 351,023 327,633 $ 1,765,942 $ 6.40 $ 6.39 |
Amount $ 1,610,844 236,052) 1,374,792 32,360 ) 6,664 ) 6,472 32,552) 237,073 ) 139,457) 376,530) 409,082) $ 965,710 $ 6.12 $ 6.11 |
% | ||||||
( ( ( ( |
( ( |
( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
51 7) 44 1 ) - - 1) 8 ) 4) 12) 13) 31 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua President: Chou Ming-Chung Accounting Manager: Lin Ya-Ling
17
Aurora Corporation
Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code A1 Balance as of January 1, 2019 Appropriation and distribution of earnings for 2018: B1 Legal reserve B5 Cash dividends of common stock C17 Dividends that are not collected before the designated date D1 Net income in 2019 D3 Other comprehensive income after tax in 2019 D5 Total comprehensive income in 2019 M1 Changes in capital reserve from dividends paid to subsidiaries M7 Changes in ownership interests in subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2019 Appropriation and distribution of earnings for 2019: B1 Legal reserve B5 Cash dividends of common stock C15 Cash dividends appropriated from capital surplus D1 Net income in 2020 D3 Other comprehensive income after tax in 2020 D5 Total comprehensive income in 2020 M1 Changes in capital reserve from dividends paid to subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2020 |
Capital Stock $ 2,362,025 - - - - - - - - - 2,362,025 - - - - - - - - $ 2,362,025 |
Capital surplus $ 1,843,004 - - 7,948 - - - 68,330 1,428 - 1,920,710 - - 47,241 ) - - - 68,330 - $ 1,941,799 |
Retained earnings | Retained earnings | Unappropriated earnings $ 1,751,045 152,300 ) 1,417,215 ) - 1,374,792 32,552) 1,342,240 - - 198 1,523,968 134,244 ) 1,369,975 ) - 1,438,309 23,390) 1,414,919 - 69,391 $ 1,504,059 |
Otherequity Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) $ 600,997 - - - - - - - - ( 280,868) ( 95,662) ( 280,868) ( 95,662) - - - - - ( 198) ( 758,072 ) 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - ( 69,391) ($ 614,633) $ 643,330 |
Otherequity Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) $ 600,997 - - - - - - - - ( 280,868) ( 95,662) ( 280,868) ( 95,662) - - - - - ( 198) ( 758,072 ) 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - ( 69,391) ($ 614,633) $ 643,330 |
Treasury shares $ 791,826 ) - - - - - - - - - 791,826 ) - - - - - - - - $ 791,826) |
Total Equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) - - - - ( 280,868) ( 280,868) - - - ( 758,072 ) - - - - 143,439 143,439 - - ($ 614,633) |
||||||||||||||||
| Legal Reserve $ 1,445,171 152,300 - - - - - - - - 1,597,471 134,244 - - - - - - - $ 1,731,715 |
Special Reserve $ 852,220 - - - - - - - - - 852,220 - - - - - - - - $ 852,220 |
|||||||||||||||
( |
( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
( ( ( |
( ( ( ( |
$ 7,585,432 - 1,417,215 ) 7,948 1,374,792 409,082) 965,710 68,330 1,428 - 7,211,633 - 1,369,975 ) 47,241 ) 1,438,309 327,633 1,765,942 68,330 - $ 7,628,689 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung
Accounting Manager: Lin Ya-Ling
18
Aurora Corporation
Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code Cash flows from operating activities A00010 Income before tax A20010 Adjustments: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit losses (or reversal) A20900 Finance costs A21200 Interest income A22500 Loss on disposal of property, plant, and equipment A22300 Share of profit or loss of subsidiaries, associates, and joint ventures accounted for using the equity method A23100 Loss on disposal of investments A23900 Unrealized gains from associates A24000 Realized gains from associates A29900 Gains on lease modifications A30000 Changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable - related parties A31180 Other receivables A31200 Inventories A31240 Other current assets A32125 Contract liabilities A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash generated from operations A33100 Interest received A33300 Interest paid A33500 Income tax paid AAAA Net cash flows generated from operating activities |
2020 $ 1,649,888 247,248 7,490 12 26,183 ( 113 ) 358 ( 1,179,744 ) - 61,664 ( 65,300 ) ( 138 ) ( 2,285 ) 3,732 2,073 ( 263 ) ( 153,599 ) ( 21,749 ) 73,498 68,020 15,761 907 ( 32,552) 701,091 113 ( 26,051 ) ( 87,455) 587,698 |
2019 |
|---|---|---|
| $ 1,610,844 245,057 8,438 ( 665 ) 24,163 ( 135 ) 511 ( 1,182,161 ) 17,949 63,987 ( 67,034 ) - 8,508 13,873 7,776 13,171 ( 173,480 ) 31,503 ( 11,129 ) ( 95,186 ) ( 18,099 ) ( 4,959 ) ( 16,764) 476,168 135 ( 24,621 ) ( 120,720) 330,962 |
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(Continued from the previous page)
| Code Cash flows from investing activities B01900 Acquisition of long-term investment in shares accounted for using the equity method B02700 Acquisition of property, plant, and equipment B02800 Proceeds from disposal of property, plant, and equipment B03700 Increase in refundable deposits B04500 Acquisition of intangible assets B07600 Dividends received from subsidiaries and associates BBBB Net cash flows from investing activities Cash flows from financing activities C00100 Increase in short-term loans C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C03000 Proceeds from guarantee deposits received C04500 Cash dividends paid C04020 Repayment of the principal portion of lease liabilities CCCC Net cash flows used in financing activities EEEE Net increase (decrease) in cash E00100 Cash at beginning of period E00200 Cash at end of period |
2020 $ - ( 17,135 ) 1 ( 6,135 ) ( 5,832 ) 491,341 462,240 232,766 299,655 - 62 ( 1,417,216 ) ( 82,454) ( 967,187) 82,751 90,258 $ 173,009 |
2019 |
|---|---|---|
| $ 150,694 ( 22,206 ) 5 ( 803 ) ( 5,253 ) 591,358 713,795 540,441 - ( 179,987 ) 9 ( 1,417,215 ) ( 80,985) ( 1,137,737) ( 92,980 ) 183,238 $ 90,258 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung Accounting Manager: Lin Ya-Ling
20
Independent Auditors' Report
To Aurora Corporation:
Opinions
Aurora Corporation and its subsidiaries' Consolidated Balance Sheets as of December 31, 2020 and 2019, in addition to the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and Notes to the Consolidated Financial Statements (including a summary of significant accounting policies) from January 1 to December 31, 2020 and 2019, have been audited by the CPAs.
In our opinion, the Consolidated Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission in all material aspects, and are considered to have reasonably expressed the consolidated financial conditions of Aurora Corporation and its subsidiaries as of December 31, 2020 and 2019, as well as the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2020 and 2019.
Basis for Opinions
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Aurora Corporation and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China ("The Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of Aurora Corporation and its subsidiaries for the year ended December 31, 2020. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Consolidated Financial Statements of Aurora Corporation and its subsidiaries for the year ended December 31, 2020 are stated as follows:
Sales revenue
The main businesses of Aurora Corporation and its subsidiaries include the trade and lease of MultiFunctional Photocopiers (MFPs) and sales of system furniture. In particular, sales revenue from sales of system furniture in Taiwan and exporting office equipment in mainland China increased significantly in 2020 as compared to that in 2019; such increase in the overall impact to the financial statements is material. The main risk lies in whether revenue actually occurs. Accordingly, we identify the risk of revenue recognition arising from fraud as a key audit matter in accordance with the Statements on Auditing Standards in relation to significant risk.
21
For the accounting policies related to revenue recognition, please refer to Note IV (XV).
We understood and tested the effectiveness of the design and implementation of internal controls in the recognition of sales revenue. We have also selected appropriate samples from the sales details, reviewed the original contracts, documents and customs declaration forms from external forwarders or signed by customers to check whether the recipients are the trading parties, and reviewed whether there is a significant amount of return and allowance subsequent to the balance sheet date to confirm whether there is any material misstatement of sales revenue.
Other Matters
We have also audited the Parent Company Only Financial Statements of Aurora Corporation for the years ended December 31, 2020 and 2019, on which we have issued an unqualified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
To ensure that the Consolidated Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the IFRS, IAS, law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission, and for preparing and maintaining necessary internal control procedures pertaining to the Consolidated Financial Statements.
In preparing the Consolidated Financial Statements, the management is responsible for assessing Aurora Corporation and its subsidiaries' ability to continue as a going concern, disclosing, as applicable, matters related to the going concern and using the going concern basis of accounting unless the management either intends to liquidate Aurora Corporation and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing Aurora Corporation and its subsidiaries' financial reporting process.
22
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and evaluate the risk of material misstatements due to fraud or error in the Consolidated Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for their audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of Aurora Corporation and its subsidiaries.
-
Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
-
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Aurora Corporation and its subsidiaries' ability to operate as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Aurora Corporation and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall expression, structure and contents of the Consolidated Financial Statements (including relevant Notes), and whether the Consolidated Financial Statements fairly present relevant transactions and items.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Aurora Corporation and its subsidiaries to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision, and performance of the audit and for expressing an opinion on the Consolidated Financial Statements of Aurora Corporation and its subsidiaries.
23
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine the key audit matters of Aurora Corporation and its subsidiaries' Consolidated Financial Statements for the year ended December 31, 2020. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte & Touche Chi Rui-Chuan, CPA Hsieh Chien-Hsin, CPA
Financial Supervisory Commission Approval No. Jin-Guan-Zheng-Shen No. 1060023872
Securities and Futures Commission Approval No. Tai-Cai-Zheng-6 No. 0920123784
March 16, 2021
Notices to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
24
Aurora Corporation and Subsidiaries
Consolidated Balance Sheets December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code 1100 1110 1120 1140 1150 1170 1180 1200 1220 130X 1479 11XX 1550 1560 1600 1755 1760 1805 1821 1840 1920 1980 1990 15XX 1XXX Code 2100 2110 2130 2170 2180 2200 2230 2280 2300 21XX 2540 2570 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX 36XX 3XXX |
Assets Current Assets Cash and cash equivalents (Notes IV and VI) Financial assets at fair value through profit or loss - current (Notes IV and VII) Financial assets at fair value through other comprehensive income - current (Notes IV and VIII) Financial assets at amortized cost - current (Notes IV and IX) Notes receivable (Notes IV and XI) Accounts receivable (Notes IV and XI) Accounts receivable - related parties (Notes IV, XI, and XXXIII) Other receivables (Notes IV, XI, and XXXIII) Current tax assets (Notes IV and XXVII) Inventories (Notes IV and XII) Other current assets (Note XIX) Total current assets Non-current assets Investments accounted for using the equity method (Notes IV and XIV) Contract assets - non-current (Note XXV) Property, plant, and equipment (Notes IV, XV, XXXIII, and XXXIV) Right-of-use assets (Notes III, IV, XVI, and XXXIII) Investment properties (Notes IV, XVII, and XXXIV) Goodwill (Notes IV and XVIII) Other intangible assets (Notes IV and XVIII) Deferred tax assets (Notes IV and XXVII) Refundable deposits (Note XXXIII) Other financial assets - non-current (Notes X and XXXIV) Other non-current assets (Note XIX) Total non-current assets Total assets Liabilities and Equity Current Liabilities Short-term loans (Note XX) Short-term notes and bills payable (Note XX) Contract liabilities - current (Note XXV) Accounts payable (Note XXI) Accounts payable - related parties (Notes XXI and XXXIII) Other payables (Notes XXII and XXXIII) Current tax liabilities (Notes IV and XXVII) Lease liabilities - current (Notes IV, XVI, and XXXIII) Other current liabilities (Note XXII) Total current liabilities Non-current liabilities Long-term loans (Note XX) Deferred income tax liabilities (Notes IV and XXVII) Lease liabilities - non-current (Notes IV, XVI, and XXXIII) Net defined benefit liabilities - non-current (Notes IV and XXIII) Guarantee deposits received (Note XXXIII) Total non-current liabilities Total liabilities Equity attributable to owners of the Company (Note XXIV) Capital stock Capital stock - common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company Non-controlling Interests Total equity Total liabilities and equity |
December 31, 2020 | December 31, 2020 | % 30 - - 10 1 7 1 1 - 8 2 60 17 - 13 4 3 1 - 1 1 - - 40 100 14 2 3 8 - 7 1 2 - 37 7 1 2 3 1 14 51 13 11 10 5 8 23 - 5) 42 7 49 100 |
December 31, 2019 | December 31, 2019 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 5,444,125 77,420 - 1,873,326 190,720 1,303,845 102,688 109,530 49,332 1,463,649 281,074 10,895,709 3,156,926 19,590 2,315,741 641,237 450,870 132,801 44,208 179,114 150,569 60,665 15,479 7,167,200 $ 18,062,909 $ 2,621,620 319,651 467,117 1,391,425 1,955 1,221,392 194,294 310,468 91,711 6,619,633 1,340,000 258,460 346,260 481,453 92,956 2,519,129 9,138,762 2,362,025 1,941,799 1,731,715 852,220 1,504,059 4,087,994 28,697 791,826) 7,628,689 1,295,458 8,924,147 $ 18,062,909 |
Amount $ 5,764,661 158,520 107,823 1,229,067 186,716 1,019,475 105,127 117,707 457 1,524,802 177,999 10,392,354 3,039,586 - 1,939,676 702,289 465,911 132,728 35,926 169,676 167,526 35,459 28,645 6,717,422 $ 17,109,776 $ 2,814,268 99,992 459,544 1,181,483 12,769 1,079,334 94,628 272,725 68,030 6,082,773 1,480,000 140,885 438,574 485,613 108,198 2,653,270 8,736,043 2,362,025 1,920,710 1,597,471 852,220 1,523,968 3,973,659 252,935) 791,826) 7,211,633 1,162,100 8,373,733 $ 17,109,776 |
% | |||||||
( |
( |
( ( |
( ( |
34 1 1 7 1 6 - 1 - 9 1 61 18 - 11 4 3 1 - 1 1 - - 39 100 16 1 3 7 - 6 1 2 - 36 9 1 2 3 - 15 51 14 11 9 5 9 23 1) 5) 42 7 49 100 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung
Accounting Manager: Lin Ya-Ling
25
Aurora Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code Operating revenue (Notes IV, XXV, and XXXIII) 4110 Sales revenue 4170 Sales returns 4190 Sales discounts and allowances 4000 Total operating revenue 5000 Operating costs (Notes IV, XII, XXVI, and XXXIII) 5900 Gross profit 5910 Realized gains from sales of associates 5950 Realized gross profit Operating expenses (Notes IV, XI, XXVI, and XXXIII) 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses (Notes IV, VII, IX, XIV, XXVI, and XXXIII) 7100 Interest income 7190 Other income |
2020 | % 100 - - 100 55 45 1 46 19 14 1 - 34 12 - 1 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 12,985,917 25,470 9,473 12,950,974 7,152,644 5,798,330 76,297 5,874,627 2,439,433 1,853,556 51,649 12,609 4,357,247 1,517,380 63,933 127,087 |
Amount $ 13,643,478 21,711 16,654 13,605,113 7,569,044 6,036,069 61,645 6,097,714 3,050,347 1,670,017 - 6,697 4,727,061 1,370,653 45,579 146,078 |
% | ||||||
| 100 - - 100 56 44 1 45 23 12 - - 35 10 - 1 |
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26
(Continued from the previous page)
| Code 7590 Other gains and losses 7050 Finance costs 7060 Share of profit (loss) of associates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense (Notes IV and XXVII) 8200 Net income Other comprehensive income 8310 Components that will not be reclassified to profit or loss (Notes IV, XXIV, and XXVII): 8316 Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income 8311 Gains (losses) on re- measurements of defined benefit plans 8320 Share of other comprehensive income of associates accounted for using the equity method 8349 Income tax related to components that will not be reclassified to profit or loss |
2020 | % 1 - 2 4 16 4 12 2 - - - 2 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 124,854 57,471 ) 249,645 508,048 2,025,428 466,693 1,558,735 232,144 28,086 ) 5,194 ) 5,617 204,481 |
Amount $ 153,871 65,129 ) 281,688 562,087 1,932,740 430,984 1,501,756 32,214 ) 36,784 ) 71,110 ) 7,357 132,751) |
% | ||||||
( ( ( |
( ( ( ( ( |
( ( |
1 - 2 4 14 3 11 - - 1 ) - 1) |
(Continued on the next page)
27
(Continued from the previous page)
| Code 8360 Components that may be reclassified to profit or loss (Notes IV and XV) 8361 Exchange differences on translation of financial statements of foreign operations 8370 Share of other comprehensive income of associates accounted for using the equity method 8300 Other comprehensive income, net 8500 Total comprehensive income Net Income Attributable to: 8610 Owners of the Company 8620 Non-controlling Interests 8600 Total comprehensive income attributable to: 8710 Owners of the Company 8720 Non-controlling Interests 8700 Earnings per share (Note XXVIII) 9710 Basic 9810 Diluted |
2020 | % 1 - 1 3 15 11 1 12 14 1 15 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 151,624 10,038 161,662 366,143 $ 1,924,878 $ 1,438,309 120,426 $ 1,558,735 $ 1,765,942 158,936 $ 1,924,878 $ 6.40 $ 6.39 |
Amount $ 295,245 ) 22,157) 317,402) 450,153) $ 1,051,603 $ 1,374,792 126,964 $ 1,501,756 $ 965,710 85,893 $ 1,051,603 $ 6.12 $ 6.11 |
% | ||||||
| ( ( ( ( |
( ( ( |
2 ) - 2) 3) 8 10 1 11 7 1 8 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung Accounting Manager: Lin Ya-Ling
28
Aurora Corporation and Subsidiaries
Consolidated Statements of Changes in Equity For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code A1 Balance as of January 1, 2019 Appropriation and distribution of earnings for 2018: B1 Legal reserve B5 Cash dividends of common stock C17 Dividends that are not collected before the designated date D1 Net income in 2019 D3 Other comprehensive income after tax in 2019 D5 Total comprehensive income in 2019 M1 Changes in capital reserve from dividends paid to subsidiaries M7 Changes in ownership interests in subsidiaries O1 Cash dividends distributed by subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2019 Appropriation and distribution of earnings for 2019: B1 Legal reserve B5 Cash dividends of common stock C15 Cash dividends appropriated from capital surplus D1 Net income in 2020 D3 Other comprehensive income after tax in 2020 D5 Total comprehensive income in 2020 M1 Changes in capital reserve from dividends paid to subsidiaries O1 Changes in non-controlling interests O1 Cash dividends distributed by subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2020 |
Capital Stock $ 2,362,025 - - - - - - - - - - 2,362,025 - - - - - - - - - - $ 2,362,025 |
Capital surplus $ 1,843,004 - - 7,948 - - - 68,330 1,428 - - 1,920,710 - - 47,241 ) - - - 68,330 - - - $ 1,941,799 |
Retained earnings | Unappropriated earnings $ 1,751,045 ( 152,300 ) ( 1,417,215 ) - 1,374,792 ( 32,552) 1,342,240 - - - 198 1,523,968 ( 134,244 ) ( 1,369,975 ) - 1,438,309 ( 23,390) 1,414,919 - - - 69,391 $ 1,504,059 |
Other equity Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) $ 600,997 - - - - - - - - ( 280,868) ( 95,662) ( 280,868) ( 95,662) - - - - - - - ( 198) ( 758,072 ) 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - - - - - ( 69,391) ($ 614,633) $ 643,330 |
Other equity Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) $ 600,997 - - - - - - - - ( 280,868) ( 95,662) ( 280,868) ( 95,662) - - - - - - - ( 198) ( 758,072 ) 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - - - - - ( 69,391) ($ 614,633) $ 643,330 |
Treasury shares ( $ 791,826 ) - - - - - - - - - - ( 791,826 ) - - - - - - - - - - ($ 791,826) |
Total Equity Attributable to Owners of the Company $ 7,585,432 - 1,417,215 ) 7,948 1,374,792 409,082) 965,710 68,330 1,428 - - 7,211,633 - 1,369,975 ) 47,241 ) 1,438,309 327,633 1,765,942 68,330 - - - $ 7,628,689 |
Non-controlling Interests $ 1,113,576 - - - 126,964 ( 41,071) 85,893 6,651 - ( 44,020 ) - 1,162,100 - - - 120,426 38,510 158,936 6,651 6,297 ( 38,526 ) - $ 1,295,458 |
Total Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) - - - - ( 280,868) ( 280,868) - - - - ( 758,072 ) - - - - 143,439 143,439 - - - - ($ 614,633) |
||||||||||||||||
| Legal Reserve $ 1,445,171 152,300 - - - - - - - - - 1,597,471 134,244 - - - - - - - - - $ 1,731,715 |
Special Reserve $ 852,220 - - - - - - - - - - 852,220 - - - - - - - - - - $ 852,220 |
|||||||||||||||
( |
( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
( ( ( |
( ( ( ( |
( ( ( |
( ( ( ( ( ( |
$ 8,699,008 - 1,417,215 ) 7,948 1,501,756 450,153) 1,051,603 74,981 1,428 44,020 ) - 8,373,733 - 1,369,975 ) 47,241 ) 1,558,735 366,143 1,924,878 74,981 6,297 38,526 ) - $ 8,924,147 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung
Accounting Manager: Lin Ya-Ling
29
Aurora Corporation and Subsidiaries
Consolidated Statements of Cash Flows For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code Cash flows from operating activities A00010 Net income before tax A20010 Adjustments: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss A20400 Net gain on financial assets at fair value through profit or loss A20900 Finance costs A21200 Interest income A22300 Share of profit of associates and joint ventures accounted for using the equity method A22500 Loss on disposal of property, plant, and equipment A22700 Gain on disposal of investment property A23200 Loss on disposal of investments accounted for using the equity method A23900 Realized gains from associates A29900 Gains on lease modifications A29900 Gains on bargain purchase - acquisition of subsidiaries A30000 Changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable - related parties A31180 Other receivables A31200 Inventories A31240 Other current assets A31125 Contract assets A32150 Accounts payable A32160 Accounts payable - related parties A32180 Other payables A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash flows generated from operating activities |
2020 $ 2,025,428 842,956 16,940 12,609 156,023 ) 57,437 63,916 ) 249,645 ) 5,184 8,653 ) - 76,297 ) 204 ) - 4,004 ) 300,489 ) 5,187 8,034 97,504 ) 103,075 ) 19,590 ) 209,942 10,814 ) 162,541 31,254 32,246) 2,255,052 77,920 ) 301,705) 1,875,427 |
2019 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 1,932,740 737,362 14,835 6,697 180,944 ) 65,075 45,579 ) 281,688 ) 2,863 - 11,348 61,645 ) - 5,241 ) 53,045 234,460 86,314 12,495 57,903 ) 128,372 - 587,411 ) 211,504 ) 229,796 ) 14,171 ) 21,554) 1,588,170 64,968 ) 421,470) 1,101,732 |
(Continued on the next page)
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(Continued from the previous page)
| Code Cash flows from investing activities B00020 Disposal of financial assets at fair value through other comprehensive income B00040 Acquisition of financial assets at amortized cost B00100 Acquisition of financial assets at fair value through profit or loss B00200 Disposal of financial assets at fair value through profit or loss B02200 Net cash flows from subsidiaries B02700 Acquisition of property, plant, and equipment B02800 Proceeds from disposal of property, plant, and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B05500 Disposal of investment property B06700 Increase in other non-current assets B07500 Interest received B07600 Dividends received BBBB Net cash flows used in investing activities Cash flows from financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C01600 Proceeds from long-term loans C01700 Repayments of long-term loans C03100 Decrease in guarantee deposits received C04020 Repayment of the principal portion of lease liabilities C04500 Cash dividends paid C05800 Changes in non-controlling interests CCCC Net cash flows used in financing activities DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies EEEE Net decrease in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period |
2020 $ 339,967 644,259 ) 18,515,874 ) 18,752,483 - 641,062 ) 12,106 - 16,957 24,657 ) 18,333 12,040 ) 64,059 224,336 409,651) - 192,648 ) 219,659 - - 140,000 ) 15,242 ) 405,237 ) 1,380,761 ) 6,297 1,907,932) 121,620 320,536 ) 5,764,661 $ 5,444,125 |
2019 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ - 728,040 ) 27,780,597 ) 27,871,777 80,699 230,437 ) 19,917 32,572 ) - 27,947 ) - 6,845 ) 45,139 278,377 510,529) 451,751 - - 169,989 ) 80,000 - 20,723 ) 328,317 ) 1,386,254 ) - 1,373,532) 233,342) 1,015,671 ) 6,780,332 $ 5,764,661 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung Accounting Manager: Lin Ya-Ling
31
【 Proposed Resolutions 】
〔 Proposal 2 〕
Proposal: Ratification of the 2020 Profit Distribution Plan
〔 Proposed by the board of directors 〕
Explanatory Notes:
-
(I) Aurora's profit or loss after tax for 2020 has been compiled in accordance with Article 228 of the Company Act. The distributable unappropriated retained earnings (including amount of undistributed unappropriated retained earnings of previous years) amounts to NT$1,355,626,970. An earnings distribution table has been prepared for the distribution of the earnings (please refer to page 29). The proposed dividend distributed for shareholders is NT$1,346,354,353 and the accumulated unappropriated retained earnings at the end of period is NT$9,272,617.
-
(II) Aurora proposes to distribute cash dividends of NT$1,346,354,353 to shareholders, and NT$5.7 of dividend per share is planned to be distributed for 2020. The proposal is subject to the approval of this annual shareholders' meeting, and the board of directors is authorized to decide the record date of dividend distribution once the plan is approved.
-
(III) The cash dividend is rounded off to the nearest New Taiwan Dollar, with the decimal places removed, and is calculated based on the number of shares held by the shareholders. The total rounded off amounts are accounted as other income in Aurora's financial statements.
-
(IV) Proposed for ratification.
Resolution:
32
Aurora Corporation
Earnings Distribution Table
2020
| Aurora Corporation Earnings Distribution Table 2020 |
Aurora Corporation Earnings Distribution Table 2020 |
|---|---|
| (Unit: NT$) | |
| Item | Amount |
| Beginning balance of retained earnings | 19,749,036 |
| Remeasurement of defined benefit obligation | (23,389,970) |
| Disposal in equity instruments measured at fair value through | |
other comprehensive gains and losses, with the accumulated |
69,390,890 |
profit or loss directly transferred to retained earnings |
|
| Unappropriated retained earnings after adjustment | 65,749,956 |
| Add: Net income after tax of 2020 | 1,438,307,896 |
| Less: Legal reserve | (148,430,882) |
| Earnings available for distribution for the period | 1,355,626,970 |
| Less: Distribution item | |
| Shareholders' dividend – cash 236,202,518 shares * NT$5.7 per | |
| (1,346,354,353) | |
share |
|
| Unappropriated retained earnings at the end of period | 9,272,617 |
| Note: The net profit of 2020 is distributed first. | |
Chairman: Yuan Hui-Hua
General Manager: Chou MingChung
Principal Accounting Officer: Lin Ya-Ling
33
【 Proposed Resolutionss 】
〔 Proposal 3 〕
Proposal: Deliberation of the Distribution of Cash Dividends from Capital Reserve
〔Proposed by the board of directors〕
Explanatory Notes:
-
(I) Aurora plans to distribute a capital reserve of NT$70,860,755 arising from the excess of the issuance of shares over the par value to the shareholders, with cash distribution of NT$0.3 per share. The cash dividend is calculated based on the number of shares held by the shareholders, rounded off to the nearest New Taiwan Dollar, with the decimal places removed. The total rounded off amounts are accounted as other income in Aurora's financial statements.
-
(II) After the proposal is adopted by this annual shareholders' meeting, the board of directors is authorized to stipulate the dividend record date and arrange distribution procedures.
-
(III) Please deliberate.
34
【 Proposed Resolutions 】
〔 Proposal 4 〕
Proposal: Deliberation of the Amendment to the "Rules of Procedure for Shareholders' Meetings"
〔 Proposed by the board of directors 〕
Explanatory Notes:
(I) In accordance with Paragraph 5 of Article 172-1 of the Company Act and the direction of Ministry of Economic Affairs' Official Letter No. 10700105410, part of Aurora's "Rules of Procedure for Shareholders' Meetings" is planned to be amended.
- (II) The table of comparison between current provisions and proposed amendment is as follows:
| amendment is as follows: | amendment is as follows: | ||
|---|---|---|---|
| No. | Summary | Explanation | |
| Proposed Amendment | Current Provisions | ||
| I | Article 2 Convening Shareholders' Meetings and Meeting Notices I.-III. ...(Omitted) IV. Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing Aurora's status as a public company, approval of competing with Aurora by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter stipulated in all subparagraphs of Paragraph 1 of Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and |
Article 2 Convening Shareholders' Meetings and Meeting Notices I.-III. ...(Omitted) IV. Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing Aurora's status as a public company, approval of competing with Aurora by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of Aurora, or all subparagraphs of Paragraph 1 of Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, or any other laws which state the items prohibited to be proposed as extempore motions, shall be set out and the |
To prevent from misunderstanding that matters not set forth in subparagraphs under Paragraph 1 of Article 185 of the Company Act may be raised as an extempore motion, the wordings of laws and regulations in the current provision is amended to list all relevant acts which contain matters not to be raised by extempore motions. |
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| No. | Summary | Summary | Explanation |
|---|---|---|---|
| Proposed Amendment | Current Provisions | ||
| Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the aforementioned matters may be raised by an extempore motion. V. ...(Omitted). |
essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the aforementioned matters may be raised by an extempore motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or Aurora, and such website shall be indicated in the above notice. V. ...(Omitted). |
||
| II | Article 3 Submission and Handling of Proposals before Shareholders' Meeting I. A shareholder holding one percent or more of the total number of issued shares may submit a written proposal for discussion to Aurora at an annual shareholders' meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may submit a suggestive proposal which urge Aurora to promote the public interest or fulfill its social responsibilities. The said proposal shall be limited to one proposal in terms of the procedure in accordance with the Article 172-1 |
Article 3 Submission and Handling of Proposals before Shareholders' Meeting I. A shareholder holding one percent or more of the total number of issued shares may submit a written proposal for discussion to Aurora at an annual shareholders' meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. Nevertheless, a shareholder proposal for urging Aurora to promote public interests or fulfill its social responsibilities may still be included in the agenda by the board of directors. II.-VI. ...(Omitted) |
Paragraph 1 of this Article is planned to be amended in accordance with Paragraph 5 of Article 172-1 of the Company Act and the direction of Ministry of Economic Affairs' Official Letter No. 10700105410. |
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| No. | Summary | Summary | Explanation | |
|---|---|---|---|---|
| Proposed Amendment | Current Provisions | |||
| of the Company Act. Any proposal in excess shall be excluded from the agenda. II.-VI. ...(Omitted) |
||||
| III | Article 19 Implementation The Rules shall be implemented after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner. The Rules were established on June 8, 2016. ...(Omitted) The second amendment was made on June 10, 2020. The third amendment was made on June 17, 2021. |
Article 19 Implementation The Rules shall be implemented after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner. The Rules were established on June 8, 2016. ...(Omitted) The second amendment was made on June 10, 2020. |
Amended to include the latest amendment date. |
(III) Please deliberate.
Resolution:
37
【 Proposed Resolutions 】
〔 Proposal 5 〕
Proposal: Deliberation of the Amendment to the "Rules for Director Elections"
〔 Proposed by the board of directors 〕
Explanatory Notes:
-
(I) The Rules are planned to be amended in accordance with the Taiwan Stock Exchange Corporation's Official Announcement No. 1090009468 dated June 3, 2020.
-
(II) The table of comparison between current provisions and proposed amendment is as follows:
| amendment is as follows: | amendment is as follows: | ||
|---|---|---|---|
| No. | Summary | Explanation | |
| Proposed Amendment | Current Provisions | ||
| I | Article 11 Invalid Votes A ballot is invalid under any of the following circumstances: 1. A ballot was not prepared by a party with the power to convene the meeting. 2.-3....(Omitted) 4. Where the candidate's name filled in in the ballot is inconsistent with that on the list of candidates for directors. 5. Any ballot with characters other than the allocated number of voting rights. 6. Deleted. |
Article 11 Invalid Votes A ballot is invalid under any of the following circumstances: 1. A ballot was not prepared by the board of directors. 2.-3....(Omitted) 4. Where the candidate voted for is a shareholder of Aurora, such candidate's account name and shareholder account number filled in in the ballot is inconsistent with that on the shareholder registry. Where the candidate voted for is not a shareholder of Aurora, such candidate's name or ID number is verified to be incorrect. 5. Any ballot with characters other than the candidate's account name (name) or shareholder account number (ID number) and the allocated number of voting rights. |
Subparagraph 1 of Paragraph 1 of this Article is amended as shareholders may, pursuant to Article 173 of the Company Act, convene meetings upon obtaining approvals from the competent authority under certain circumstances (e.g., where the board of directors fails to give meeting notice). On April 25, 2019, the FSC issued Order No. 1080311451, which states that the candidate nomination system shall be adopted for the election of directors and supervisors of |
38
| No. | Summary | Summary | Summary | Explanation |
|---|---|---|---|---|
| Proposed Amendment | Current Provisions | |||
| 6. | The candidate's name written on the ballot coincides with another shareholder's name, but no information such as shareholder account number or ID number has been provided for identification. |
TWSE/TPEx-listed companies from 2021, and the shareholders shall elect the directors from the list of candidates. Therefore, Subparagraphs 4 and 5 of Paragraph 1 of this Article shall be adjusted, and the Subparagraph 6 shallbe deleted. |
||
| II | Article 13 Implementation The Rules shall be implemented after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner. The Rules were established on June 8, 2016. ...(Omitted) The second amendment was made on June 10, 2020. The third amendment was made on June 17, 2021. |
Article 13 Implementation The Rules shall enter into force after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner. The Rules were established on June 8, 2016. ...(Omitted) The second amendment was made on June 10, 2020. |
To unify the wording of this article. Amended to include the last amendment date. |
(III) Please deliberate.
Resolution:
39
【 Extempore Motions 】
40
【 Appendix I 】
Articles of Incorporation of Aurora Corporation
Chapter 1. General Principles
-
Article 1. The Company shall be incorporated under the Company Act, and its name shall be Aurora Corporation (hereinafter referred to as Aurora).
-
Article 2. The business to be operated by Aurora is as follows:
-
I. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import.
-
II. F108031 Wholesale of Medical Devices.
-
III. F208231 Retail Sale of Medical Devices.
-
IV. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3. Aurora may provide endorsements or guarantees to other parties.
-
Article 4. Aurora's total amount of investments is not subject to the limit of 40% of its paid-in capital as imposed by Article 13 of the Company Act.
-
Article 5. Aurora shall have its head office in Taipei City, and may, pursuant to a resolution adopted at the meeting of the board of directors, establish, change, or abolish branch offices domestically and internationally when deemed necessary.
-
Article 6. Public announcements of Aurora shall be made pursuant to relevant articles of the Company Act.
Chapter 2. Capital Stock
- Article 7. The total capital of Aurora shall be in the amount of five billion New Taiwan Dollars (NT$5,000,000,000), divided into five hundred million (500,000,000) shares, with a par value of ten New Taiwan Dollars (NT$10) each, and the board of directors is authorized to issue the shares in
41
installments.
For the total capital, NT$100 million was reserved, and the shares were divided into 10 million shares with a par value of NT$10 per share, which is for the issuance of employee stock warrants. The board of directors is authorized to issue the said employee stock warrants in installments pursuant to the Company Act and relevant laws.
If the price of the Company’s issuance of employee stock warrants is lower than the closing price of the Company’s common stock as of the issuing date, they can only be issued after obtaining the consent from more than two thirds of voting shares of the attending shares at a shareholders' meeting to be attended by more than half shareholders representing the total number of issued shares.
-
Article 7-1 The board of directors is authorized to repurchase shares of Aurora pursuant to relevant laws when the situation warrants it.
-
Article 8. The share certificates of Aurora shall be in registered form, signed by or affixed with seals by at least three directors and numbered, and then duly authenticated by the competent authority or the issuance registry institution accredited by the competent authority before issuance.
Aurora may issue shares without physical certificates, and such shares shall be registered with a central securities depository.
-
Article 9. When shareholders who engage in stock affairs with Aurora or exercise their rights as shareholders in writing, they shall stamp their seals which correspond to the ones provided to Aurora before.
-
Article 10. The transfer, inheritance, bestowal, pledge, loss, damage, and other stock affairs of shares shall be handled in accordance with the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies. In order to manage the stocks reasonably, Aurora may reissue large-denomination securities at the request of the securities custodian institutions approved by the competent authority and cooperate with the securities renewal procedures.
-
Article 11. Share transfer shall be suspended within 60 days before the date of each annual shareholders' meeting, within 30 days before the date of each extraordinary shareholders' meeting, or within five days before the record date on which dividends, bonus, or any other distributions will be paid or made by Aurora.
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Chapter 3. Shareholders' Meeting
-
Article 12. Shareholders' meetings of Aurora are of two types: annual meeting and extraordinary meeting. Annual meetings shall be convened once a year within six months after the end of each fiscal year. Extraordinary meetings may be duly convened according to relevant laws whenever Aurora deems necessary.
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Article 13. A shareholder may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by Aurora stating therein the scope of power authorized to the proxy. The power of attorney shall be delivered to Aurora five days before the meeting. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, a declaration made to cancel the previous proxy appointment is not subject to the aforementioned rule. The appointment of a proxy from a shareholder shall comply with Article 177 of the Company Act and the regulations of the competent authority.
-
Article 14. If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the directors shall select one person from among themselves to serve as the chair. If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
-
Article 15. A shareholder shall be entitled to one vote for each share held, except when the shares are deemed to be non-voting shares pursuant to the Company Act and other relevant laws.
-
Article 16. Except as otherwise provided in the Company Act or in this Articles of Incorporation, the adoption of a proposal in a shareholders' meeting shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders, and the attending shareholders require the representation of a majority of the all shares issued by Aurora.
43
- Article 17. Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be distributed by means of a public announcement. The meeting minutes shall include the date and venue of the meeting, the name of the chair of the meeting, and summary and results of the proceedings. The meeting minutes, along with the attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies, shall be kept at the premise of Aurora.
Chapter 4. Directors and the Audit Committee
- Article 18. Aurora shall have seven to nine directors. Elections of directors at Aurora shall be conducted in accordance with the candidate nomination system and procedures, who shall be elected from legally competent persons with cumulative voting at the shareholders' meeting and hold office for three years; re-elected directors may serve consecutive terms. The total number of shares held by all directors shall be processed in accordance with the relevant laws and regulations of the competent authority in charge of securities affairs.
The minimum number of independent directors shall be three and one fifth of the seats in the board. The method and announcement of candidate nomination shall be processed in accordance with the Company Act and relevant laws and regulations of the competent authority in charge of securities affairs.
-
Article 19. If the directors' tenure has expired and an election fails to take place, their tenure shall be extended until the newly elected directors assume office. However, the competent authority may order Aurora to elect new directors within a given time limit. If such an election fails to take place by the given time limit, the current directors shall be discharged on the date of the said time limit.
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Article 20. Directors shall organize the board of directors, and a chairman of the board shall be elected among the directors with the majority consent from the attending directors at a board meeting with over two thirds of directors attending. The chairman of the board shall be the chair of shareholders' meetings and the board meeting internally, and represent Aurora externally. The chairman of the board shall execute all activities of Aurora according
44
to laws and regulations, Articles of Incorporation, as well as the resolutions of shareholders' meetings and the board meetings.
When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the directors shall select one person from among themselves to serve as the chair.
The board of directors shall be convened by the chairman of the board. If the chairman of the board is unable to convene the board of directors for any reason, the provisions of the preceding paragraph shall apply mutatis mutandis.
The meeting of the board of directors shall be convened by delivery a notice to each director via mail, e-mail, or fax.
The board of directors of Aurora shall establish various functional committees, each of which shall establish rules and regulations for exercising their powers, and shall be implemented after being approved by the board of directors.
-
Article 21. The directors shall attend the board meetings in person. If a director is unable to attend in person, unless the director resides in another country and designate a shareholder who resides domestically to serve as his/her proxy to regularly attend board meetings, he/she may execute a power of attorney and state therein the scope of authority with reference to the subjects to be discussed at the meeting, by delegating other directors to attend on his/her behalf, but the proxy shall accept only one director's delegation. If a board meeting is conducted by means of video conferencing, directors who participate in the meeting by such means shall be deemed to have attended the meeting in person.
-
Article 22. Unless otherwise provided for in the Company Act or in the Article of Incorporation, decisions at the board of directors meeting shall be resolved by a majority vote in the meeting which is attended by directors who represent a majority of the total number of directors.
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Article 23. Matters relating to the resolutions of a board of directors meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each director within 20 days after the conclusion of the meeting. The meeting minutes shall include the date and venue of the meeting, the name of the chair of the meeting, and summary and results of the proceedings. The meeting minutes, along with the attendance list bearing the signatures of directors
45
present at the meeting and the powers of attorney of the proxies, shall be kept at the premise of Aurora.
- Article 24. Aurora establishes an Audit Committee in compliance with relevant laws. The Audit Committee shall consist of all independent directors and is responsible to carry out duties of supervisors stipulated in the Company Act, Securities and Exchange Act, and other laws and regulations. The position of supervisors was abolished on the same date the Audit Committee was established in compliance with relevant laws.
The number of Audit Committee members, their term, duties, meeting procedures and the resources to be provided when exercising their duties shall be regulated by the organizational rules of the Audit Committee enacted by the board of directors.
- Article 25. Regardless of whether Aurora operates at a profit or loss, it shall provide remuneration to the directors for conducting company business, except for those directors who receive compensation based on internal rules for holding positions of Aurora. The board of directors is authorized to determine the remuneration based on the directors' involvement in Aurora's business operation and their contributions to Aurora with reference to the remuneration standard of the industry.
Chapter 5. Corporate Bonds
- Article 26. Aurora may, by a resolution adopted by the board of directors, invite subscription for corporate bonds pursuant to the provisions of the Company Act.
Chapter 6. Managerial Personnel
- Article 27. Aurora may have a number of managerial personnel. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with the Company Act.
Chapter 7. Accounting
- Article 28. The fiscal year of Aurora starts and ends on the same dates of a calendar year. At the end of each fiscal year, the board of directors shall prepare the
46
following statements and records and propose them to the annual shareholders' meeting for ratification in accordance with the legal procedures:
-
I. Business report;
-
II. Financial statements;
-
III. Surplus earning distribution or loss off-setting proposals.
-
Article 29. If Aurora makes a profit (i.e., net profit before tax after deduction of the portion set aside for employees' compensation) within a fiscal year, 1% to 10% of the profit shall be reserved as the employee remuneration; in case of accumulated loss, however, a portion of the profit shall first be reserved to cover the loss.
The counterparties to whom compensation shall be distributed in cash or stock as stated in the preceding paragraph includes the employees of Aurora's subordinate companies that meet certain criteria.
A resolution adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors for the preceding two paragraphs shall be submitted to the shareholders' meeting.
For the net income in the annual accounts, if any, its allocation shall be prioritized by the following order:
-
I. Covering accumulated losses (including the adjusted amount of unappropriated retained earnings).
-
II. Setting aside ten percent of the net income as legal reserve. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply.
-
III. Appropriating or reversing special reserves in accordance with the laws or the direction of the competent authority.
-
IV. The balance, along with the unappropriated retained earnings as of the beginning of the fiscal year concerned (including the adjusted amount of unappropriated retained earnings) shall be proposed to the shareholders' meeting for a resolution on its distribution.
-
Article 29-1 As the industry into which Aurora falls is currently in a stage of steady growth, demand for capital has lowered. In the future, operating results will be returned to shareholders as many as possible. In consideration of business development, finances, capital expansion, and shareholders' equity, Aurora distributes dividends in the combination of cash and stock, where cash dividends distributed are not lower than ten percent of the dividends distributed for the year.
47
Chapter 8. Miscellaneous
- Article 30. Aurora's organizational charter and by-laws shall be separately enacted by the board of directors.
Article 31. Any matters inadequately provided for herein shall be subject to provisions concerned set forth in the Company Act and relevant laws and regulations. Article 32. The Articles of Incorporation were established on July 12, 1963. The first amendment was made on October 26, 1966. The second amendment was made on August 23, 1969. The third amendment was made on April 10, 1972. The fourth amendment was made on February 10, 1973. The fifth amendment was made on November 19, 1974. The sixth amendment was made on June 15, 1977. The seventh amendment was made on July 5, 1979. The eighth amendment was made on July 5, 1980. The ninth amendment was made on April 30, 1982. The tenth amendment was made on July 16, 1984. The eleventh amendment was made on September 7, 1985. The twelfth amendment was made on March 10, 1986. The thirteenth amendment was made on March 20, 1988. The fourteenth amendment was made on November 13, 1988. The fifteenth amendment was made on December 11, 1988. The sixteenth amendment was made on June 3, 1989. The seventeenth amendment was made on November 27, 1989. The eighteenth amendment was made on December 15, 1989. The nineteenth amendment was made on February 20, 1990. The twentieth amendment was made on April 27, 1990. The twenty-first amendment was made on February 23, 1991. The twenty-second amendment was made on November 20, 1991. The twenty-third amendment was made on June 13, 1992. The twenty-fourth amendment was made on December 9, 1992. The twenty-fifth amendment was made on May 19, 1993. The twenty-sixth amendment was made on May 27, 1994.
48
The twenty-seventh amendment was made on May 15, 1995. The twenty-eighth amendment was made on May 27, 1996. The twenty-ninth amendment was made on May 8, 1997. The thirtieth amendment was made on May 6, 1998. The thirty-first amendment was made on May 18, 1999. The thirty-second amendment was made on April 29, 2000. The thirty-third amendment was made on April 24, 2001. The thirty-fourth amendment was made on May 28, 2002. The thirty-fifth amendment was made on May 28, 2003. The thirty-sixth amendment was made on June 15, 2006. The thirty-seventh amendment was made on June 10, 2009. The thirty-eighth amendment was made on June 25, 2010. The thirty-ninth amendment was made on June 6, 2012. The fortieth amendment was made on June 10, 2015. The forty-first amendment was made on June 8, 2016. The forty-second amendment was made on June 8, 2017. The forty-third amendment was made on June 12, 2018. The forty-fourth amendment was made on June 10, 2020.
Aurora Corporation Chairman: Yuan Hui-Hua
49
【 Appendix II 】
Aurora Corporation
Rules of Procedure for Board of Directors Meetings
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Article 1. For the purpose of establishing Aurora's sound governance system for the board of directors, optimizing its supervision function and strengthening management, the "Rules of Procedure for Board of Directors Meetings" are established pursuant to the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies."
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Article 2. For the rules of procedure for meetings of Aurora's board of directors, the main agenda items, operational procedures, required content of meeting minutes, public announcements, and other compliance requirements for board meetings shall be handled in accordance with the Rules.
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Article 3. Aurora's board of directors meets quarterly.
The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice.
The notice set forth in the preceding paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof.
All matters set out in the subparagraphs of Paragraph 1 of Article 12 of the Rules shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extempore motion except in the case of an emergency or legitimate reason.
- Article 4. Aurora's board of directors appoints the finance department as the agenda working group for the board meetings.
Before convening the board meeting, the finance department shall compile the proposals from each department in advance and seek the opinions of each director to plan and draft the agenda of the meeting.
The finance department shall prepare agenda items for board of directors meetings and provide comprehensive pre-meeting materials to be sent together with the notice of the meeting to all directors. A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request the finance department to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may
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be postponed by a resolution of the board of directors.
- Article 5. When a meeting of the board of directors is held, an attendance book shall be made ready for signature by directors attending the meeting and thereafter made available for future reference.
All board directors shall attend board meetings in person; if attendance in person is not possible, they may, pursuant to Aurora's Articles of Incorporation, appoint another director to attend as their proxy. Attendance via video conferencing is deemed to have attended the meeting in person.
A director appointing another director to attend a board meeting as a proxy shall in each case give to that director a written power of attorney stating the scope of authorization with respect to the reasons for meeting.
A proxy under Paragraph 2 may accept proxy request from one person only.
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Article 6. A board of directors meeting shall be held at the location and during the business hours of Aurora, or at a place and time convenient to all directors and suitable for holding such a meeting.
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Article 7. Where a meeting of the board of directors is called by the chairman of the board, the meeting shall be chaired by the chairman. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected, the meeting shall be chaired by the aforementioned director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting.
Where a meeting of the board of directors is called by a majority of directors on their own initiative in accordance with Paragraph 4 of Article 203 or Paragraph 3 of Article 203-1 of the Company Act, the directors shall choose one person by and from among themselves to chair the meeting.
When the chairman of the board is on leave or for any reason is unable to exercise the powers of the chairman, it shall be chaired by a director designated by the chairman; if the chairman does not make such a designation, by a director elected by and from among themselves.
- Article 8. When Aurora holds a board of directors meeting, the finance department shall prepare relevant data for the reference of attending directors.
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When holding a meeting of the board of directors, Aurora may, as necessary for the agenda items of the meeting, notify personnel of relevant departments or subsidiaries to attend the meeting as non-voting participants.
When necessary, Aurora may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements. Provided, however, that they shall leave the meeting when deliberation or voting takes place.
When the time of a meeting has arrived and over one-half all board directors are present, the meeting chair shall immediately call the meeting to order.
When the time of a meeting has arrived and one-half of all board directors are not present, the meeting chair may announce postponement of the meeting time, provided that only two postponements may be made. If the quorum is still not met after two such delays, the chair shall re-call the meeting following the procedures provided in Paragraph 2 of Article 3.
The term "all board directors" as used in the preceding paragraph and in Subparagraph 2 of Paragraph 2 of Article 16 shall be calculated as the number of directors then in office.
- Article 9. Aurora shall record on audio or video tape the entire proceedings of a board of directors meeting, and preserve the recordings for at least five years, in electronic form or otherwise.
If any litigation arises in connection with a resolution of a board of directors meeting before the end of the preservation period referred to in the preceding paragraph, the relevant audio or video recordings shall continue to be preserved until the litigation is concluded.
Where a board of directors meeting is held via video conferencing, the audio and visual documentation of the meeting form a part of the meeting minutes and shall be well preserved during the existence of Aurora.
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Article 10. Agenda items for regular board of Aurora's board of directors meetings shall include at least the following:
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I. Announcements
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(I) Minutes of the last meeting and actions arising.
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(II) Reporting on important financial and business matters.
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(III) Reporting on internal audit activities.
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(IV) Other important matters to be reported.
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II. Discussions
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(I) Items discussed and continued from the last meeting.
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(II) Items for discussion at this meeting.
III. Extempore Motions
- Article 11. Aurora's board of directors meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting.
The meeting chair may not declare the meeting adjourned without the approval of a majority of directors present at the meeting.
If the directors sitting at the meeting are not more than half of the directors present at the meeting at any time during the proceeding of a board of directors meeting, then upon motion by the directors sitting at the meeting, the chair shall declare the suspension of the meeting, in which case Paragraph 5 of Article 8 shall apply mutatis mutandis.
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Article 12. The following items shall be proposed to the board of directors for discussion:
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I. Corporate business plan.
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II. Annual financial reports and second quarter financial reports audited by independent certified public accountants.
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III. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and an assessment of the effectiveness of the internal control system.
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IV. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
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V. The offering, issuance, or private placement of any equity-type securities.
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VI. The appointment or discharge of a financial, accounting, or internal audit officer.
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VII. A donation to a related party or a major donation to a non-related party. However, a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.
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VIII.Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or by-law to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority.
The term "related party" in Subparagraph 7 of the preceding paragraph refers to a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" refers to any individual donation, or cumulative donations within a one-year period to a single recipient, at an amount of NT$100 million or more, or at an amount equal to or greater than one percent of net operating revenue or five percent of paid-in capital as stated in the financial report audited and attested by independent certified public accountants for the most recent year.
The term "within a one-year period" in the preceding paragraph means a period of one year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.
At least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under Paragraph 1, each independent director shall attend in person. If an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.
Article 13. When the chair at a board of directors meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the chair may announce the discussion closed and bring the matter to vote.
When a proposal comes to a vote at a board of directors meeting, if the chair puts the matter before all directors present at the meeting and none voices an objection, the matter is deemed approved. If, upon the chair proposing the relevant resolution for approval, a director states his or her dissent, the resolution shall be voted.
The chair shall decide to adopt which of the following voting methods. In
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case of a dissent by an attendee, the voting method shall be decided by a majority of the attending directors:
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I. By a show of hands or a voting machine.
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II. By voicing votes.
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III. By ballots.
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IV. By a method selected at Aurora's discretion.
"All directors present at the meeting" in the preceding two paragraphs does not include directors prohibited from exercising voting rights pursuant to the Rules.
- Article 14. Except as otherwise stated in the Securities and Exchange Act or in the Company Act, a resolution on a matter at a board of directors meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal, if necessary, shall be appointed by the chair, provided that all monitoring personnel shall be Aurora's directors.
The voting results shall be announced on site at the meeting, and a record made of the vote.
- Article 15. If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of Aurora, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter.
Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relation with a director, is an interested party with respect to an agenda item of the meeting, such director shall be deemed to be an interested party with respect to that agenda item.
The provisions of Paragraph 2 of Article 180 of the Company Act, as applied mutatis mutandis under Paragraph 4 of Article 206 of that Act, apply to resolutions of board of directors meetings when a director is
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prohibited by the preceding two paragraphs from exercising voting rights.
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Article 16. Minutes shall be prepared of the discussions at board of directors meetings. The meeting minutes shall record the following:
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I. Session (or year), time, and place of meeting.
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II. Name of the meeting chair.
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III. Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent.
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IV. Names and titles of those attending the meeting as non-voting participants.
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V. Name of the minute taker.
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VI. Matters reported on.
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VII. Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directorsor other persons; the name of any director that is an interested party as referred to in Paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Paragraph 4 of Article 12.
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VIII.Extempore motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by directors or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing.
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IX. Other matters required to be recorded.
Any of the following matters in relation to a resolution passed at a meeting of the board shall be stated in the minute book and within two days of the meeting be published on Market Observation System designated by the Financial Supervisory Commission:
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I. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.
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II. Any matter that has not been passed by Aurora's Audit Committee
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but has been adopted with the approval of two-thirds or more of all directors.
The attendance book forms a part of the minutes for each board of directors meeting and shall be well preserved during the existence of Aurora.
The minutes of a board of directors meeting shall bear the signature or seal of both the meeting chair and the minutes taker; a copy of the minutes shall be distributed to each director within 20 days after the conclusion of the meeting. The meeting minutes shall be well preserved as important company records during the existence of Aurora.
The production and distribution of the meeting minutes referred to in Paragraph 1 may be done in electronic form.
Aurora's finance department shall track and manage all matters resolved by the board and report their progress of implementation at the next board meeting.
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Article 17. Except for matters to be discussed at Aurora's board meetings set out in Paragraph 1 of Article 12, when the board authorizes a party to exercise the board's powers in accordance with relevant laws and regulations or the Articles of Incorporation of Aurora, the board of directors shall enact a set of rules governing the division of powers and responsibilities to define the scope of the aforementioned authorization.
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Article 18. The Rules take effect once approved by Aurora's board of directors and proposed to the shareholders' meeting for report. The board of directors is authorized to approve amendments, if any, in the future.
The Rules were established on March 16, 2021.
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【 Appendix III 】
Aurora Corporation
Code of Ethical Conduct
- Article 1. Purpose and Scope of Application
The Code of Ethical Conduct are adopted for the purpose of encouraging directors and managerial personnel of Aurora to act in line with ethical standards, and to help stakeholders better understand Aurora's ethical standards.
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Article 2. Avoidance of Conflicts of Interest
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I. Aurora should avoid conflicts of interest which occur when personal interest intervenes or is likely to intervene in the overall interest of Aurora:
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(I) When a director or a managerial officer of Aurora is unable to perform their duties in an objective and efficient manner;
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(II) When a director or a managerial officer takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the third degree of kinship.
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II. Aurora shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director or a managerial officer works.
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III. Aurora shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors and managerial personnel to voluntarily explain whether there is any potential conflict between them and the company.
Article 3. Minimizing Incentives to Pursue Personal Gain
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I. Aurora shall prevent its directors or managerial personnel from engaging in any of the following activities:
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(I) Seeking an opportunity to pursue personal gain by using company property or information or taking advantage of their positions;
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(II) Obtaining personal gain by using company property or information or taking advantage of their positions;
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(III) Competing with Aurora.
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II. When Aurora has an opportunity for profit, it is the responsibility of the directors and managerial personnel to maximize the reasonable and proper benefits that can be obtained by Aurora.
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Article 4. Obligation of Confidentiality
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I. The directors and managerial personnel of Aurora shall be bound by the obligation to maintain the confidentiality of any information regarding Aurora itself or its suppliers and customers, except when authorized or required by law to disclose such information.
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II. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to Aurora or the suppliers and customers.
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Article 5. Fair Trade
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Directors and managerial personnel shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.
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Article 6.
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Safeguarding and Proper Use of Company Assets
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All directors and managerial personnel have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes. Additionally, they shall prevent any theft, negligence in care, or waste of the assets that will all directly impact Aurora's profitability.
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Article 7. Legal Compliance
Aurora shall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.
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Article 8. Reporting and Handling after Identifying Violations of the Code of Ethical Conduct
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I. Aurora shall raise awareness of ethics internally and encourage employees to report to a managerial officer, the chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the Code of Ethical Conduct.
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II. To encourage employees to report illegal conduct, Aurora shall establish a concrete whistle-blowing system and make employees
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aware that Aurora will use its best efforts to ensure the safety of informants and protect them from reprisals.
Article 9. Disciplinary Measures
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I. When a director or managerial officer violates the Code of Ethical Conduct, Aurora shall handle the matter in accordance with the disciplinary measures prescribed in the Code, and shall without delay disclose on the Market Observation Post System (MOPS) the date of the violation by the violator, reasons for the violation, the provisions of the Code violated, and the disciplinary actions taken.
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II. Aurora may establish a relevant complaint system to provide the violator with remedies.
Article 10. Exemption
The Code of Ethical Conduct adopted by Aurora must require that any exemption for directors or managerial personnel from compliance with the Code be adopted by a resolution of the board of directors, and that information on the title and name of the person(s) being exempted, the date on which the board of directors adopted the resolution for exemption, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the Code, and to safeguard the interests of Aurora by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.
Article 11. Method of Disclosure
Aurora shall disclose the Code of Ethical Conduct in its annual reports and prospectuses, as well as on the MOPS. Subsequent amendments thereto shall be effected in the same manner.
Article 12. Implementation
The Code of Ethical Conduct shall be implemented after having been approved by the board of directors, and reported to the shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
The Code was established on December 24, 2014.
The first amendment was made on March 7, 2017.
The second amendment was made on March 16, 2021.
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【 Appendix IV 】
Aurora Corporation
Rules of Procedure for Shareholders' Meetings
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Article 1. Principle of Application of Rules
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I. To establish a strong governance system and sound supervisory capabilities for Aurora's shareholders' meetings, and to strengthen management capabilities, the Rules are therefore adopted.
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II. The rules of procedures for Aurora's shareholders' meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in the Rules.
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Article 2. Convening Shareholders' Meetings and Meeting Notices
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I. Unless otherwise provided by law or regulation, Aurora's shareholders' meetings shall be convened by the board of directors.
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II. Aurora shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of an annual shareholders' meeting or at least 15 days before the date of an extraordinary shareholders' meeting. Aurora shall prepare electronic versions of the shareholders' meeting agenda and supplementary meeting materials and upload them to the MOPS at least 21 days before the date of an annual shareholders' meeting or at least 15 days before the date of an extraordinary shareholders' meeting. In addition, at least 15 days before the date of the shareholders' meeting, Aurora shall also have prepared the shareholders' meeting agenda and supplementary meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplementary materials shall also be displayed at Aurora and the professional shareholder services agent designated thereby as well as being distributed on site at the venue of the meeting.
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III. The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
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IV. Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing Aurora's status as a public company, approval of competing with Aurora by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of Aurora, or all subparagraphs of Paragraph 1 of Article 185 of the Company Act, Article 26-1 and Article 43-6 of
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the Securities and Exchange Act, or any other laws which state the items prohibited to be proposed as extempore motions, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the aforementioned matters may be raised by an extempore motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or Aurora, and such website shall be indicated in the above notice.
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V. Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.
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Article 3. Submission and Handling of Proposals before Shareholders' Meeting
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I. A shareholder holding one percent or more of the total number of issued shares may submit a written proposal for discussion to Aurora at an annual shareholders' meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. Nevertheless, a shareholder proposal for urging Aurora to promote public interests or fulfill its social responsibilities may still be included in the agenda by the board of directors.
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II. Prior to the book closure date before an annual shareholders' meeting is held, Aurora shall publicly announce that it will receive shareholder proposals, in written or electronic method, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
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III. When the proposal of a shareholder is approved by the board of directors and that it is not involved in any following circumstances, it shall be listed in the meeting notice of the annual shareholders' meeting:
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(I) Where the subject of the said proposal cannot be settled or resolved by a resolution to be adopted at a shareholders' meeting.
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(II) Where the number of shares of held by shareholders making the said proposal is less than one percent of the total number of outstanding shares at the time when the share transfer registration is suspended for the annual shareholders' meeting.
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(III) Where the said proposal is submitted on the day beyond the deadline fixed and announced in accordance with the provision of the preceding paragraph.
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(IV) Where the said proposal submitted by the proposing
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- shareholders exceeds one item, or more than 300 words (including punctuation), or is not submitted in writing.
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IV. Prior to the date for issuance of notice of a shareholders' meeting, Aurora shall inform the shareholders who submitted proposals of the proposal screening results, and shall list the proposals that conform to the provisions of this article in the meeting notice. At the shareholders' meeting, the board of directors shall specify the reasons for excluding any shareholders' proposals from the meeting agenda.
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V. Shareholders' proposals listed in the agenda in accordance with Paragraph 3 may be handled together if these proposals are of the same type.
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VI. The shareholder making the proposal shall be present in person or by proxy at the annual shareholders' meeting and take part in the discussion of the proposal.
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Article 4. Check-in of Shareholders
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I. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by Aurora and stating the scope of the proxy's authorization.
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II. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to Aurora at least five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, a declaration made to cancel the previous proxy appointment is not subject to the aforementioned rule.
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III. After a proxy form has been delivered to Aurora, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to Aurora at least two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
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Article 5. Principles Determining the Time and Place of a Shareholders' Meeting
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The venue for a shareholders' meeting shall be the premises of Aurora, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9:00 a.m. and no later than 3:00 p.m.
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Article 6. Preparation of Documents Such as the Attendance Book
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I. Aurora shall specify in its shareholders' meeting notices the time during which shareholder attendance registrations will be accepted,
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the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted shall be at least 30 minutes prior to the time the meeting commences.
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II. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Aurora may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
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III. Aurora shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
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IV. Aurora shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, preprinted ballots shall also be furnished.
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V. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
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Article 7. The Chair and Non-Voting Participants of a Shareholders' Meeting
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I. If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the directors shall select one person from among themselves to serve as the chair.
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II. If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
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III. Aurora may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
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Article 8. Documentation of a Shareholders' Meeting by Audio or Video
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Aurora shall make an uninterrupted audio and video recording of the entire proceedings of the shareholders meeting, and the recorded materials shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act,
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the ballots shall be retained until the conclusion of the litigation.
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Article 9. Calculation of the Number of Shares and Calling the Meeting to Order
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I. Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
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II. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
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III. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month.
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IV. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
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Article 10. Discussion of Proposals
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I. If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
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II. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.
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III. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned
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in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
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IV. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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Article 11. Shareholder's Speech
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I. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
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II. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
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III. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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IV. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder who has the floor; the chair shall stop any violation.
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V. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
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VI. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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Article 12. Calculation of Voting Shares and Recusal System
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I. Voting at a shareholders' meeting shall be calculated based the number of shares.
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II. With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
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III. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of Aurora, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
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IV. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
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V. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13. Voting on Agenda Items
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I. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed to be non-voting shares pursuant to Paragraph 2 of Article 179 of the Company Act.
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II. When Aurora holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. However, with respect to the extempore motions and revisions to the original proposals of that meeting, the said shareholder will be considered to have waived his/her rights. Aurora is therefore advised to avoid submission of extempore motions and revision to the original proposals.
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III. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to Aurora at least two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, when a declaration is made to cancel an earlier declaration of intent is not subject to the limits.
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IV. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to
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retract the voting rights already exercised under the preceding paragraph shall be made known to Aurora, by the same means by which the voting rights were exercised, at least two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
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V. Except as otherwise provided in the Company Act and in Aurora's Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
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VI. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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VII. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of Aurora.
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VIII.Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on site at the meeting, and a record made of the vote.
Article 14. Election Matters
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I. The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by Aurora, and the voting results shall be announced on site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
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II. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and
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kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15. Meeting Minutes and Signatures
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I. Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
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II. Aurora may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
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III. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of Aurora.
Article 16. Public Disclosure
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I. On the day of a shareholders meeting, Aurora shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders' meeting.
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II. If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, Aurora shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17. Maintaining Order at the Meeting Venue
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I. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
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II. The chair may direct the proctors or security personnel to help maintain order at the meeting venue. When proctors or security personnel help maintain order at the meeting venue, they shall wear an identification card or armband bearing the word "Proctor."
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III. At the venue of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by Aurora, the chair may prevent the shareholder from so doing.
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- IV. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the venue.
Article 18. Recess and Resumption of a Shareholders' Meeting
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I. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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II. If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) 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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III. A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19. Implementation
The Rules shall be implemented after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
The Rules were established on June 8, 2016.
The first amendment was made on June 8, 2017.
The second amendment was made on June 10, 2020.
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【 Appendix V 】
Aurora Corporation
Rules for Director Elections
- Article 1. Purpose
The Rules for Director Elections are adopted to ensure a just, fair, and open election of directors.
- Article 2. Principle of Application of Rules
Except as otherwise provided by law and regulation or by Aurora's Articles of Incorporation, elections of directors shall be conducted in accordance with the Rules.
Article 3. Selection of Directors
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I. The overall composition of the board of directors shall be taken into consideration in the selection of Aurora's directors. The composition of the board of directors shall be determined by taking diversity into consideration, as well as the directors' basic requirements, values, professional knowledge, and skills.
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II. Each board member shall have the necessary knowledge, skill, and experience to perform their duties, such as the ability to make judgments about operations, accounting and financial analysis ability, business management ability, crisis management ability, knowledge of the industry, an international market perspective, leadership, and decision-making ability.
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III. More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
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Article 4. Selection of Independent Directors
The election of independent directors of Aurora shall comply with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," and shall be conducted in accordance with the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies."
Article 5. Nomination and By-Elections
- I. Elections of directors at Aurora shall be conducted in accordance
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with the candidate nomination system and procedures. Aurora reviews in advance the qualifications, education and professional experience as well as the existence of any other matters set forth in Article 30 of the Company Act with respect to the independent director candidates. In addition, Aurora may not arbitrarily add requirements for documentation of other qualifications, and shall provide shareholders with the results of the review for their reference.
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II. When the number of directors falls below seven due to the dismissal of a director for any reason, Aurora shall hold a by-election to fill the vacancy at its next shareholders' meeting. When the number of directors falls short by one third of the total number prescribed in Aurora's Articles of Incorporation, Aurora shall convene an extraordinary shareholders' meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
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III. When the number of independent directors falls below that required under the proviso of Paragraph 1 of Article 14-2 of the Securities and Exchange Act and the provisions of Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, a byelection shall be held at the next shareholders' meeting to fill the vacancy. When the independent directors are dismissed en masse, an extraordinary shareholders' meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 6. Voting Method
- The cumulative voting method shall be used for election of the directors at Aurora. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The election of independent directors and non-independent directors shall be held concurrently, provided that the number of independent directors and non-independent directors elected are calculated separately.
Article 7. Ballots
The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders' meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8.
Principles of Vote Counting
The number of directors will be as specified in Aurora's Articles of
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Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9. Vote Monitoring and Checking
Before the election begins, the chair shall appoint counting personnel and a number of shareholders to perform the respective duties of vote monitoring. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10. Method of Filling out Ballots
In the event that the candidate is a shareholder of Aurora, the voters voting for such candidate shall fill in the said candidate's account name and shareholder account number in the candidate column on the ballot. In the event that the candidate is not a shareholder of Aurora, the voters voting for such candidate shall fill in the said candidate's name and ID number in the candidate column on the ballot. In the event that the candidate is a government or a corporate shareholder, the voters voting for such candidate shall fill in the name of the said government or corporate shareholder in the candidate column on the ballot, or the name of the said government or corporate shareholder together with the name of the said government's or corporate shareholder's representative; when there are multiple representatives, the names of all representatives shall be filled in.
Article 11. Invalid Votes
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A ballot is invalid under any of the following circumstances:
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A ballot was not prepared by the board of directors.
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A blank ballot is placed in the ballot box.
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The writing is unclear and indecipherable or has been altered.
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Where the candidate voted for is a shareholder of Aurora, such candidate's account name and shareholder account number filled in in the ballot is inconsistent with that on the shareholder registry. Where the candidate voted for is not a shareholder of Aurora, such candidate's name or ID number is verified to be incorrect.
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Any ballot with characters other than the candidate's account name (name) or shareholder account number (ID number) and the allocated
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number of voting rights.
- The candidate's name written on the ballot coincides with another shareholder's name, but no information such as shareholder account number or ID number has been provided for identification.
Article 12. Vote Counting
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I. The voting rights shall be calculated on site immediately after the end of the poll, and the results of the election, including the list of persons elected as independent and non-independent directors as well as the numbers of voting rights with which they were elected, shall be announced on site by the chair or the person whom the chair designated.
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II. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 13. Implementation
The Rules shall enter into force after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
The Rules were established on June 8, 2016.
The first amendment was made on June 8, 2017.
The second amendment was made on June 10, 2020.
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【 Appendix V 】
Aurora Corporation
Current Shareholding of Directors
- I. The amount of statutory number of shares held by the current members of the 11th board directors of Aurora Corporation is as follows:
Number of common shares issued by Aurora 236,202,518 shares Statutory percentage of shares held by all directors 5% Statutory number of shares held by all directors 11,810,126 shares
- II. The shareholding status of the individual and all directors as recorded in the shareholders' meeting on the book closure date of this shareholders' meeting is as follows:
Record date: April 19, 2021 Unit: share
| Title | Name | Number of shares held recorded in shareholders register on book closure date |
Remark |
|---|---|---|---|
| Chairman | Yuan Hui-Hua | 1,169,000 | |
| Director | Chen Yung-Tai | 21,269,000 | |
| Director | Rai Hau-Min | 101,856,312 | Representative of Aurora Holdings Incorporated |
| Director | Ma Chih-Hsien | 3,000 | |
| Independent Director |
Liao Kuo-Jung | 0 | |
| Independent Director |
Hwa Yueh-Jiuan | 0 |
|
| Independent Director |
Hsu Wen-Chung | 0 |
|
| Total shares held by all directors: 124,297,312 shares Percentage of shareholding: 52.62% |
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Note 1. As of April 19, 2021, the total number of outstanding shares of Aurora is 236,202,518 shares.
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Aurora has established an Audit Committee. Therefore, the statutory shareholding for supervisors is not applicable.
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