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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

  1. OA:

  2. (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.

  3. (2) Combine solutions with printing equipment (A3/A4/PP machines, etc.) to provide customers with an efficient, innovative and intelligent office environment.

  4. (3) Integrate Internet of Things (IoT), cloud, and remote service platforms to consolidate innovate service capabilities and improve the level of customer satisfaction.

3

  1. Furniture:

  2. (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.

  3. (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.

  4. (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.

  5. 3D:

  6. (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.

  7. (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

  1. Consolidated Statement of Comprehensive Income

Please refer to page 26

  1. Consolidated Statement of Changes in Equity

Please refer to page 29

  1. Consolidated Statement of Cash Flows

Please refer to page 30

Attachment: 1. Audit Committee's Review Report

Please refer to page 5

  1. Independent Auditors' Report - Parent

Company Only

Please refer to page 11

  1. 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:

  1. 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.

  2. 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.

  3. Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.

  4. 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.

  5. 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.

  6. 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.

13

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.

14

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

(Continued on the next page)

19

(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:

  1. 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.

  2. 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.

  3. Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.

  4. 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.

  5. 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.

  6. 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

(Continued on the next page)

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)

30

(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.

35

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.

36

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

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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

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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.

  • 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

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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.

  • 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.

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  • 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.

  • 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

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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.

  • 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

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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

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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.

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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.

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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

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Appendix II

Aurora Corporation

Rules of Procedure for Board of Directors Meetings

  • 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."

  • 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.

  • 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

50

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.

  • 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.

  • 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.

  • Article 10. Agenda items for regular board of Aurora's board of directors meetings shall include at least the following:

  • I. Announcements

    • (I) Minutes of the last meeting and actions arising.

    • (II) Reporting on important financial and business matters.

    • (III) Reporting on internal audit activities.

    • (IV) Other important matters to be reported.

  • II. Discussions

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  • (I) Items discussed and continued from the last meeting.

  • (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.

  • Article 12. The following items shall be proposed to the board of directors for discussion:

  • I. Corporate business plan.

  • II. Annual financial reports and second quarter financial reports audited by independent certified public accountants.

  • 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.

  • 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.

  • V. The offering, issuance, or private placement of any equity-type securities.

  • VI. The appointment or discharge of a financial, accounting, or internal audit officer.

  • 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:

  • I. By a show of hands or a voting machine.

  • II. By voicing votes.

  • III. By ballots.

  • 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.

  • Article 16. Minutes shall be prepared of the discussions at board of directors meetings. The meeting minutes shall record the following:

  • I. Session (or year), time, and place of meeting.

  • II. Name of the meeting chair.

  • III. Attendance of directors at the meeting, specifying the names and number of members present, excused, and absent.

  • IV. Names and titles of those attending the meeting as non-voting participants.

  • V. Name of the minute taker.

  • VI. Matters reported on.

  • 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.

  • 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.

  • 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:

  • I. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.

  • 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.

  • 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.

  • 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.

  • Article 2. Avoidance of Conflicts of Interest

  • I. Aurora should avoid conflicts of interest which occur when personal interest intervenes or is likely to intervene in the overall interest of Aurora:

    • (I) When a director or a managerial officer of Aurora is unable to perform their duties in an objective and efficient manner;

    • (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.

  • 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.

  • 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

  • I. Aurora shall prevent its directors or managerial personnel from engaging in any of the following activities:

  • (I) Seeking an opportunity to pursue personal gain by using company property or information or taking advantage of their positions;

  • (II) Obtaining personal gain by using company property or information or taking advantage of their positions;

  • (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.

  • Article 4. Obligation of Confidentiality

  • 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.

  • 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.

  • Article 5. Fair Trade

  • 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.

  • Article 6.

  • Safeguarding and Proper Use of Company Assets

  • 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.

  • Article 7. Legal Compliance

Aurora shall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.

  • Article 8. Reporting and Handling after Identifying Violations of the Code of Ethical Conduct

  • 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.

  • 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

  • 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.

  • 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

  • Article 1. Principle of Application of Rules

  • 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.

  • 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.

  • Article 2. Convening Shareholders' Meetings and Meeting Notices

  • I. Unless otherwise provided by law or regulation, Aurora's shareholders' meetings shall be convened by the board of directors.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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. 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.

  • 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:

    • (I) Where the subject of the said proposal cannot be settled or resolved by a resolution to be adopted at a shareholders' meeting.

    • (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.

    • (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.

    • (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.
  • 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.

  • V. Shareholders' proposals listed in the agenda in accordance with Paragraph 3 may be handled together if these proposals are of the same type.

  • 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.

  • Article 4. Check-in of Shareholders

  • 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.

  • 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.

  • 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.

  • Article 5. Principles Determining the Time and Place of a Shareholders' Meeting

  • 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.

  • Article 6. Preparation of Documents Such as the Attendance Book

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Article 7. The Chair and Non-Voting Participants of a Shareholders' Meeting

  • 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.

  • 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.

  • 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.

  • Article 8. Documentation of a Shareholders' Meeting by Audio or Video

  • 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.

  • Article 9. Calculation of the Number of Shares and Calling the Meeting to Order

  • 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.

  • 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.

  • 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.

  • 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.

  • Article 10. Discussion of Proposals

  • 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.

  • 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.

  • 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.

  • 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.

  • Article 11. Shareholder's Speech

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • VI. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

  • Article 12. Calculation of Voting Shares and Recusal System

  • I. Voting at a shareholders' meeting shall be calculated based the number of shares.

  • 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.

  • 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.

  • 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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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

  • 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.

  • 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

  • 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.

  • II. Aurora may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

  • 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

  • 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.

  • 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

  • I. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.

  • 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."

  • 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

  • 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.

  • 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.

  • 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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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

  • A ballot is invalid under any of the following circumstances:

  • A ballot was not prepared by the board of directors.

  • A blank ballot is placed in the ballot box.

  • The writing is unclear and indecipherable or has been altered.

  • 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.

  • 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.

  1. 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

  • 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.

  • 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%
  • Note 1. As of April 19, 2021, the total number of outstanding shares of Aurora is 236,202,518 shares.

  • Aurora has established an Audit Committee. Therefore, the statutory shareholding for supervisors is not applicable.

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