AVC - AGM Information 2021 | FinancialReports.eu

Stock Code: 3017

==> picture [154 x 94] intentionally omitted <==

ASIA VITAL COMPONENTS CO., LTD.

Annual Shareholders’ Meeting 2021 Meeting Handbook (Translation)

Time: June 16, 2021 (Wednesday) at 9:00 a.m. Place: N0. 248-45, Xinsheng Rd., Qianzhen Dist., Kaohsiung City

(International Conference Hall of Kaohsiung Linkuang Technology Industrial Park)

Procedure for the 2021 ............................................................................................................. 1 Annual Meeting of Shareholders .............................................................................................. 1 Meeting Agenda ................................................................................................................... 2 Report Items ............................................................................................................................. 3 Report No.1: 2020 Business Report ....................................................................................................... 3 Report No.2: Audit Committee’s review report of 2020 ........................................................................ 3 Report No.3: Compensation Distribution For Employees and Directors of 2020 .................................. 3 Report No.4: To report the cash distributed from 2020 profits and capital surplus to shareholders. .. 3 Report No.5: To report Issue of Domestic Secured Corporate Bonds. .................................................. 3 Matters for Recognition ............................................................................................................ 5 Proposal No.1: To accept 2020 Business Report and Financial Statements. ........................... 5 Proposal No.2: To approve the proposal for distribution of 2020 earnings. ........................... 5 Matters for Discussion .............................................................................................................. 6 Proposal No.1: Amendment to the Rules and Procedures of Shareholders' Meeting. ............ 6 Extempore Motions .................................................................................................................. 6 Appendix 1 2020 Business Report ............................................................................................ 7 Appendix 2 Audit Committee’s Review Report ........................................................................ 9 Appendix 3 Financial Statement of 2020 ................................................................................ 10 Appendix 4 Eamings Distribution Proposal 2020 .................................................................... 27 Appendix 5 Amendments on Rules of Procedure for Shareholders Meetings ....................... 28 Appendix 6 Articles of Incorporation ...................................................................................... 30 Appendix 7 Shareholding of Directors .................................................................................... 35 Appendix 8 Rules of Procedure for Shareholders Meeting .................................................... 36 Other matters ......................................................................................................................... 42

ASIA VITAL COMPONENTS CO., LTD.

Procedure for the 2021 Annual Meeting of Shareholders

I. Call the Meeting to Order

II. Chairperson Remarks

III. Report Items

IV. Matters for Recognition

V. Matters for Discussion

VI. Extempore Motion

VII. Adjournment

ASIA VITAL COMPONENTS CO., LTD. Annual Shareholders’ Meeting 2021 Meeting Agenda

Time: 9:00 a.m. on Wednesday, June 16, 2021

Place: No.248-45, Xinsheng Rd., Qianzhen Dist., Kaohsiung City 806, Taiwan (International Conference Hall of Kaohsiung Linkuang Technology Industrial Park)

Meeting agenda ：

I. Call the Meeting to Order

II. Chairperson Remarks

III. Report Items

(1) Business Report of 2020

(2) Audit Committee’s Review Report of 2020
(3) Compensation Distribution For Employees and Directors of 2020

(4) To report the cash distributed from 2020 profits and capital surplus to shareholders.

(5) To report Issue of Domestic Secured Corporate Bonds.

IV. Matters for Recognition

(1) To accept 2020 Business Report and Financial Statements.

(2) To approve the proposal for distribution of 2020 earnings.

V. Matters for Discussion

(1) Amendment to the Rules and Procedures of Shareholders' Meeting.

VI. Extempore Motion VII. Adjournment

Report Items

Report No.1: 2020 Business Report

Explanation: The 2020 Business Report is attached as Appendix 1 of the Meeting Handbook.

Report No.2: Audit Committee’s review report of 2020

Explanation: The Audit Committee’s review report is attached as Appendix 2 of the Meeting Handbook.

Report No.3: Compensation Distribution For Employees and Directors of 2020

Explanation: According to No.27 of Article of Incorporation, 2% or less of the remuneration should be allocated to directors and supervisors, amounting to NT$ 36,369,828 (1.50% of the yearly net profit); at least 3 % of the remuneration should be allocated for employees’ bonus, amounting to NT$ 84,862,932 (3.51% of the yearly net profit). All are distributed in cash.
Report No.4: To report the cash distributed from 2020 profits and capital surplus to shareholders.
Explanation: 1. The Board of Directors approved the Cash dividend for shareholders of the year is NT$635,958,283, and NT$1.8 dollar is distributed per share in accordance of the shareholding record on the Ex-Dividend Date.
The Company intends to appropriate NT$353,310,157 from the capital surplus from the issue of shares in excess of par value - issue premium to distribute cash of NT$1 per share based on the shares held by the Company as recorded in the shareholders' register on the basis date of distribution.
Cash dividend is allocated by NT 1 dollar as a unit. The fractional amount less than NT$ 1 will be set aside as Organizational Regulations of Employee Welfare Committee’s.
If, prior to the base date of the appropriation of earnings and capital surplus, there is a need to revise the dividend distribution ratio due to a change in the number of outstanding shares of the Company, the Chairman is authorized to adjust the ratio.

Report No.5: To report Issue of Domestic Secured Corporate Bonds.

Explanation: The Company issued domestic guaranteed common bonds for the purpose of repaying bank loans and increasing working capital as follows.

follows.
	Unit: NT$thousand
Period/Type	Guaranteedgeneral corporate bonds in 2020
Approval Date	August 13,2020
Issue Date	August 21,2020
Total Issue Amount	2,400,000

Par Value	10,000
Issue Price	NT$ 100 (issued in full according to the face value of the ticket)
Issue Type	N/A
Issue Period	From August 21,2020 to August 21,2025
Coupon Rate	Fixed interest rate of 0.62%per annum
Interest Payment Method	Simple interest at par value, payable annually
Repayment Method	Repayment of principal at maturity
Trustee	Taipei Fubon Commercial Bank Co.
Principal and interest repayment agent	E Shan Commercial Bank Co.
Capital utilization plan implementation	Fully executed in the third quarter of 2020

Matters for Recognition

No.1 (Proposed by the Board of Directors)

Proposal: To accept 2020 Business Report and Financial Statements. Explanation: 1. The 2020 Individual Financial Statements and Consolidated

Financial Statements have been completed and audited by accountant Chen, Cheng-Chu and Huang, Shih-Chieh of Ernst & Young, Taiwan. The audited report is attached as Appendix 3 of the Meeting Handbook.
The above-mentioned financial statements, and the Business Report are attached as Appendix 1 of the Meeting Handbook. Those are to be resolved by Audit Committee and Board, and recognized by shareholders’ meeting.
Please resolve.

Resolution:

No. 2 (Proposed by the Board of Directors)

Proposal: To approve the proposal for distribution of 2020 earnings. Explanation: 1. The Distribution of 2019 Profits was compiled in accordance with Article of Incorporation. Please refer to Appendix 4 of the Meeting Handbook.

The Cash dividend for shareholders of the year is NT$635,958,283, and NT$1.8 dollar is distributed per share in accordance of the shareholding record on the Ex-Dividend Date.
Cash dividend is allocated by NT 1 dollar as a unit. The fractional amount less than NT$ 1 will be set aside as Organizational Regulations of Employee Welfare Committee’s.
If, prior to the base date of the appropriation of earnings and capital surplus, there is a need to revise the dividend distribution ratio due to a change in the number of outstanding shares of the Company, the Chairman is authorized to adjust the ratio.
Please resolve.

Resolution:

Matters for Discussion

No. 1 (Proposed by the Board of Directors) Proposal: Amendment to the Rules and Procedures of Shareholders' Meeting. Explanation: To enhance corporate governance and protect the interests of shareholders and practices amended the Rules of Procedure for Shareholders Meetings. The amended provisions are attached as the Appendix 5 of the Meeting Handbook.

Resolution:

Extempore Motions

Appendix 1

ASIA VITAL COMPONENTS CO., LTD. 2020 Business Report

I. Operation of the Company in 2020

Operating revenue and net income

Unit: thousand NT dollars

	2020	2019	Increased (Decreased)amount	Variation ratio
Operating revenue	39,665,534	36,534,445	3,131,089	8.57%
Gross profit	6,231,723	4,314,299	1,917,424	44.44%
Net income	1,915,846	957,969	957,877	99.99%
Earnings per share(dollar)	5.42	2.71	2.71	100.00%

2.Execution of budget plan ： Not applicable. (the Company didn’t prepare financial
forecast at the end of 2020.)
Profitability.

Earnings per share(dollar) 5.42 2.71 2.71 100.00% 2.Execution of budget plan`：`Not applicable. (the Company didn’t prepare financial forecast at the end of 2020.) 3. Profitability.	Earnings per share(dollar) 5.42 2.71 2.71 100.00% 2.Execution of budget plan`：`Not applicable. (the Company didn’t prepare financial forecast at the end of 2020.) 3. Profitability.	Earnings per share(dollar) 5.42 2.71 2.71 100.00% 2.Execution of budget plan`：`Not applicable. (the Company didn’t prepare financial forecast at the end of 2020.) 3. Profitability.
Unit: thousand NT dollars
Item	2020	2019
Return on Asset (%)	5.42%	3.42%
Return on Equity (%)	19.60%	10.80%
Net Profit margin (%)	4.83%	2.62%

4. Research and Development

The consolidated expenses on research and development of the Company in 2020 and 2019 are amounted to be 1.93 billion NT dollars and 1.94 billion NT dollars respectively, taking up 4.86% and 5.30% of the consolidated operating revenue. The Company devotes itself in sustainable operation and creating its value, making every possible effort to develop new products and techniques to remain the leading position in the industry.

II. Business plan of 2021

With the rapid spread of the COVID-19 pandemic in a short period of time from late 2019 onwards, the global economy and daily life have also been severely affected. In spite of the ongoing pandemic, all of our employees were able to withstand the difficulties together as one and overcome the shortage of labor and materials, so that our factories in China could resume work rapidly. In spite of border closures in various countries and inconveniences imposed on land, sea and air transport, we were able to do our best to satisfy the needs of our customers. Thus, we have achieved a full year revenue of NT$39.8 billion in 2020 despite the difficult circumstances, which represents a growth of about NT$3.3 billion compared with the previous year. We have continued to achieve great results and record high profits. Our colleagues will continue to strive as one, and develop and grow stronger together with a more globalized mindset on corporate sustainability.

1.Guideline of management: the Company aims to become “the leader in industry of institutional heat dissipation,” actively developing new techniques in heat dissipation and enhancing productivity in the plants. It will continue to assist its client and create long-term value.
2.Forecast in sales number and the reference:
The Company develops its business in heat dissipation of 3C products, servers, and communication gadgets. It lowers the weighing on a single industry and devote in different industries to lower risks.
3.Important policies in production and marketing:
(1)Marketing strategies: the Company would cater to clients’ needs and catch up with the trend on the market, sustaining the relationship with existing customers and enhancing the exploration of market and customer service.
(2)Research strategies: the Company devotes itself in development of essential techniques in heat dissipation and recruiting qualified talents in the professional field to level up the design, quality, and efficiency of the products.
(3)Production strategies: the Company makes use of the most of the resources in each of its plants and equips the plants with automatic production facilities to enhance the quality and productivity as well as gain competitiveness in delivery, quality, and cost.
II. Future Development of the company:

Compared to 2019, the output value of major global IT hardware industries in 2020 is estimated to have increased slightly by 1.65%. In observing the growth and decline factors of the world’s IT hardware output value after the global spread of COVID-19, although the annual growth rate of desktop PC shipments has shown a double-digit decline, in order to cope with the development of non-contact applications, the demand for cloud technology has

correspondingly increased. This has resulted in positive growth of shipments of servers and notebooks.

In terms of notebook computers, global shipments reached 170.48 million units in 2020, a year-on-year increase of 6.0% compared to 2019. The laptop computer market has directly benefited from the COVID-19 outbreak, and positive growth was seen for the first time over the past ten years. Under stringent anti-epidemic measures such as the lockdown order and social distancing, the demand for remote office and remote teaching has suddenly increased, and the demand for commercial laptops and educational laptops has also grown exponentially.

The new lifestyle driven by the COVID-19 pandemic is the main reason for the growth of demand for cloud data centers. Due to the emerging developments of cloud applications, strong demand for data centers and new processor platforms will be seen, with a positive outlook for the server industry in 2021.

Chairperson: Shen, Ching Hang

Appendix 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, and earning distribution proposal. The CPA firm of Ernst & Young was retained to audit AVC’s Financial Statements and has issued and audited report relating to the Financial Statements. The Business report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Asia Vital Components Co., Ltd. According to relevant requirements of the Securities and Exchange Act the Company Law, we hereby submit this report.

Asia Vital Components Co., Ltd.

Chairman of the Audit Committee:

Sir Cho, I Lang

March 23, 2021

Appendix 3

Independent Auditors’ Report

To ASIA VITAL COMPONENTS CO., LTD

Opinion

We have audited the accompanying consolidated balance sheets of ASIA VITAL COMPONENTS CO., LTD and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and its consolidated financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company 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. Based on our audits and the reports of other auditors, 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 most significant in our audit of 2020 consolidated financial statements. 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.

1. Accounts receivable impairment

As of December 31, 2020, the Company’s net accounts receivable and allowance for bad debts amounted to NT$3,827,104 thousand and NT$135,643 thousand, respectively, constituting 9% of the consolidated balance. This ratio is significant to the Company whether or not allowance for bad debts can reflect accounts receivable credit risk and the ultimate net amount of accounts receivable, is related to the management’s significant judgement. Therefore, we considered the appropriateness of this policy and the resulting figures to be a key audit matter.

Our audit procedures included, but are not limited to, assessing the appropriateness of accounts receivable expected credit loss. Included evaluating and testing the effectiveness of internal controls around accounts receivable; selecting samples to test the accuracy of accounts receivable aging, analyzing the variation of accounts receivable, verifying the appropriateness of long-term accounts receivable, performing sample selection for external confirmation of accounts receivable, and cross-checking the receiving status in order to evaluate the possibility of receivable.

We also assessed the adequacy of disclosures of accounts receivable and related risk. Please refer to Note 5 and 6 to the Company’s consolidated financial statements.

2. Valuation for inventories

As of December 31, 2020, the Company’s net inventories amounted to NT$11,535,314 thousand, constituting 29% of consolidated total assets which is significant for the financial statements. The allowance for reduction of obsolete inventory due to the uncertainty caused by the rapid change of product technology, is closely related to the management’s judgement. Therefore, we considered this a key audit matter.

Our audit procedures included, but are not limited to, testing the effectiveness of the internal controls around inventories, including inventory cost carried down; evaluating the inventory status, evaluating management’s stock-taking plan, selecting the ideal warehouse site and performing the physical count to identify the number and status of inventory, testing the accuracy of inventory aging, and analyzing the variation of inventory aging and considering the anticipated demand and market value, evaluating the analysis of obsolete inventory of management, including the possibility of inventory realization and the evaluation of net realizable value, and testing the appropriateness of withdrawing inventory value from the allowance amount of inventory realization.

Please refer to Note 5 and 6 to the Company’s consolidated financial statements.

Other Matter – Making Reference to the Audits of Component Auditors

Certain subsidiaries included in the consolidated financial statements were audited by other independent accountants. These subsidiaries’ total assets amounted to NT$374,207 thousand and NT$531,940 thousand, which accounted for 0.92% and 1.50% of the total consolidated assets as of December 31, 2020 and 2019, respectively. The net sales of these subsidiaries amounted to NT$587,937 thousand and NT$483,487 thousand, which accounted for 1.48% and 1.32% of the consolidated net sales for the years ended December 31, 2020 and 2019, respectively. Certain investments, which were accounted for under the equity method based on the financial statements of the investees, were audited by other independent accountants. Our audit, insofar as it relates to the investments accounted for under the equity method balances of NT$175,957 thousand and NT$251,048 thousand, which accounted for 0.43% and 0.71% of the total consolidated assets as of December 31, 2020 and 2019, respectively, and the related shares of investment income from the associates amounted to NT$6,753 thousand and NT$5,565 thousand, which accounted for 0.23% and 0.37% of the consolidated income from continuing operations before income tax for the years ended December 31,2020 and 2019, respectively, and the related shares of other comprehensive income from the associated amounted to NT$6,887 thousand and (NT$412) thousand, which accounted for 7.54% and 0.10% of the consolidated total comprehensive income, for the years ended December 31, 2020 and 2019, respectively, is based solely on the reports of other independent accountants.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretation Committee as endorsed and as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and we design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or an override of internal controls.
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 control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and, where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

We have audited and expressed an unqualified opinion on only the parent company’s financial statements of the Company as of and for the years ended December 31, 2020 and 2019, respectively.

Ernst & Young, Taiwan Republic of China March 23, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.

English translation of Consolidated Financial Statements Originally issued in Chinese

ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED BALANCE SHEETS

December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

Assets	Notes	December 31, 2020	December 31, 2020	December 31, 2019	December 31, 2019	Liabilities and Equity	Notes	December 31, 2020	December 31, 2020	December 31, 2019	December 31, 2019
		Amount	`％`	Amount	`％`			Amount	`％`	Amount	`％`
Current assets Cash and cash equivalents Financial assets measured at amortized costs, current Notes receivable, net Accounts receivable, net Other receivables Other receivables-related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income, noncurrent Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Investment property Intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets	6(1) 6(2), 8 4,6(3) 4,6(4) 6(5) 6(5) 4,6(6) 4,6(7) 6(8) 4, 6(9), 8 4, 6(23) 4, 6(10),8 6(11) 4, 6(27) 6(12), 8	$11,108,016 578,286 549,666 3,691,461 458,422 15,812 11,535,314 313,113 889,814	27 2 1 9 1 0 29 1 2	$8,154,556 349,340 551,952 6,897,838 492,793 24,067 8,264,715 434,623 737,863	23 1 2 20 1 0 23 1 2	Current liabilities Short-term loans Short-term notes payable Contract liabilities, current Notes payable Accounts payable Other payables Current tax liabilities Lease liabilities, current Other current liabilities Current portion of long-term loans Total current liabilities Non-current liabilities Corporate bonds payable Long-term loans Deferred tax liabilities Lease liabilities-Non current Long-term deferred revenue Net defined benefit liabilities, noncurrent Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other components of equity Total equity attributable to the parent company Non-controlling interests Total equity Total liabilities and equity	6(13) 6(14) 6(22) 6(16) 4, 6(27) 4, 6(23) 6(15) 6(17) 6(15) 4, 6(27) 4, 6(23) 6(18) 4, 6(19) 6(20) 6(20) 6(20) 6(20)	$2,452,594 － 80,298 2,463,026 11,313,507 2,914,738 493,153 170,345 267,920 1,309,287	6 － 0 6 28 7 1 1 1 3	$2,000,456 100,000 16,103 2,098,634 10,758,502 2,665,912 436,540 131,016 217,363 2,161,667	6 0 0 6 30 8 1 0 1 6
		29,139,904	72	25,907,747	73
		101,449 216,069 7,773,383 1,733,023 122,467 149,594 827,675 612,672	0 1 19 4 0 0 2 2	111,835 289,905 6,712,042 826,993 154,153 141,642 731,496 682,914	0 1 19 2 1 0 2 2			21,464,868	53	$20,586,193	58
								2,400,000 2,475,331 1,228,920 1,048,455 755,714 5,233 9,377	6 6 3 2 2 0 0	－ 3,749,166 952,541 140,361 770,163 7,382 19,011	－ 11 3 0 2 0 0
		11,536,332	28	9,650,980	27			7,923,030	19	5,638,624	16
								29,387,898	72	26,224,817	74
								3,533,101 1,601,099 865,492 1,402,573 4,500,820	9 4 2 3 11	3,533,101 1,540,817 769,695 995,284 3,539,661	10 4 2 3 10
								6,768,885	16	5,304,640	15
								(1,326,487)	(3)	(1,402,573)	(4)
								10,576,598 711,740	26 2	8,975,985 357,925	25 1
								11,288,338	28	9,333,910	26

		$40,676,236	100	$35,558,727	100			$40,676,236	100	$35,558,727	100

(The accompanying notes are an integral part of the consolidated financial statements.)

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars, except for earnings par share)

Items	Notes	2020		2019	2019
		Amount	`％`	Amount	`％`
Operating Revenue Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Subtotal Operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates Subtotal Income before income tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit pension plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations Share of other comprehensive income (loss) of associates Income tax related to items that may be reclassified subsequently Total other comprehensive loss, net of tax Total comprehensive income Net income attributable to: Stockholders of the parent Non-controlling interests Comprehensive income (loss) attributable to: Common Stockholders of the parent Non-controlling interests Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted	4,6(22) 6(23).(24), 7 6(23),(24) 6(25) 6(25) 6(25) 6(25) 4,6(9) 6(27) 6(26) 4, 6(28)	$39,665,534 (33,433,811)	100 (84)	$36,534,445 (32,220,146)	100 (88)
		6,231,723	16	4,314,299	12
		(589,645) (452,884) (1,929,062)	(2) (1) (5)	(647,866) (469,101) (1,938,036)	(2) (1) (6)
		(2,971,591)	(8)	(3,055,003)	(9)
		3,260,132	8	1,259,296	3
		34,725 356,931 (545,295) (186,050) 12,459	0 1 (1) (1) 0	36,935 475,153 (75,141) (211,252) 8,838	0 1 (0) (0) 0
		(327,230)	(1)	234,533	1
		2,932,902 (858,202)	7 (2)	1,493,829 (520,736)	4 (1)
		2,074,700	5	973,093	3
		602 16,808 (120) 71,773 5,137 (2,870)	0 0 (0) 0 0 (0)	10,398 1,071 (2,079) (473,393) (851) 61,277	0 0 (0) (1) (0) 0
		91,330	0	(403,577)	(1)
		$2,166,030	5	$569,516	2
		$1,915,846 158,854	5 0	$957,969 15,124	3 0
		$2,074,700	5	$973,093	3
		$1,998,191 167,839	5 0	$558,998 10,518	2 0
		$2,166,030	5	$569,516	2
		$5.42		$2.71
		$5.40		$2.70

(The accompanying notes are an integral part of the consolidated financial statements.)

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO. , LTD CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan Dollars)

Items				EquityAttributable	to theParent Company				Non-Controlling Interests	Total Equity
	Capital	Additional Paid-in Capital		Retained Earnings		Other Comp	onents of Equity	Total
	CommonStock		Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of ForeignOperations	Unrealized Gains (Losses) From Equity Instruments Investments Measured At Fair Value Through Other ComprehensiveIncome
Balance as of January 1, 2019 Appropriation and distribution of 2018 retained earnings Legal reserve Special reserve Cash dividends	$3,533,101	$1,540,647	$698,569	$538,746	$3,454,347	($655,207)	($340,076)	$8,770,127	$238,443	$9,008,570
			71,126	456,538	(71,126) (456,538) (353,310)			－－ (353,310)		－－ (353,310)
Donation from shareholders		170						170		170
Net income for the year ended December 31, 2019 Other comprehensive income (loss), net of tax for the year ended December 31, 2019 Total comprehensive income (loss)	－				957,969 8,319	(408,361)	1,071	957,969 (398,971)	15,124 (4,606)	973,093 (403,577)
		－	－	－	966,288	(408,361)	1,071	558,998	10,518	569,516

Increase in non-controlling interests								－	108,964	108,964
Balance as of December 31, 2019 Balance as of January 1, 2020 Appropriation and distribution of 2019 retained earnings Legal reserve Special reserve Cash dividends Donation from shareholders Net income for the year ended December 31, 2020 Other comprehensive income (loss), net of tax for the year ended December 31, 2020 Total comprehensive income (loss) Increase in non-controlling interests Difference between the actual acquisition or disposal price and carrying amounts of subsidiaries Disposal of equity investments at fair value through other comprehensive income Balance as of December 31, 2020	$3,533,101 $3,533,101 － $3,533,101	$1,540,817	$769,695	$995,284	$3,539,661	($1,063,568)	($339,005)	$8,975,985	$357,925	$9,333,910
		$1,540,817 260	$769,695 95,797	$995,284 407,289	$3,539,661 (95,797) (407,289) (459,303) 1,915,846 482	($1,063,568) 65,055	($339,005) 16,808	$8,975,985 －－ (459,303) 260 1,915,846 82,345	$357,925 158,854 8,985	$9,333,910 －－ (459,303) 260 2,074,700 91,330
		－	－	－	1,916,328	65,055	16,808	1,998,191	167,839	2,166,030
		60,022			7,220	1,443	(7,220)	－ 61,465 －	161,762 24,214 －	161,762 85,679 －
		$1,601,099	$865,492	$1,402,573	$4,500,820	($997,070)	($329,417)	$10,576,598	$711,740	$11,288,338

(The accompanying notes are an integral part of the consolidated financial statements.)

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan Dollars)

English translation of Consolidated Financial Statements originally issued ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan Dollars)	in Chinese
Items	2020	2019
Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expanse adjustments : Depreciation Amortization Amortization of royalty Expected credit (profit) losses Interest expense Interest income Dividend revenue Compensation costs of share-based payment transaction Share of (profit) of associates Loss on disposal of property, plant and equipment Loss on disposal of Intangible assets Loss (gain) on disposal of investments Impairment loss on non-financial assets Others Changes in operating assets and liabilities: Notes receivable Accounts receivable Other receivables Other receivables-related parties Inventories Prepayments Other current assets Other operation assets Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash provided by operating activities Cash flows from investing activities: Proceeds from disposal of financial assets measured at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Disposal of investments accounted for using equity method Decrease in advance payments in investment Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) in refundable deposits Acquisition of intangible assets Proceeds from disposal of intangible assets Decrease in other noncurrent assets-others (Increase) in other prepayments Dividends received Net cash (used) in investing activities Cash flows from financing activities: Increase in short-term loans (Decrease) in short-term loans (Decrease) increase in short-term notes payable Increase in corporate bonds payable Proceeds from long-term loans Repayments of long-term loans (Decrease) increase in guarantee deposits Repayment of lease liabilites Cash dividends Disposal of equity of subsidiariess (not lossing of control) Change in non-controlling interests Net cash provided in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	$2,932,902 1,184,614 49,035 2,417 (19,467) 186,050 (34,725) (763) 9,450 (12,459) 116,010 `－` 823 255,563 225,818 1,509 3,316,439 (55,673) 8,255 (3,542,553) 121,510 (151,951) (228,946) 64,195 364,392 555,005 249,785 50,557 (1,547) 5,646,245 34,725 (187,009) (624,379) 4,869,582 22,220 (128,402) 130,482 64,680 `－` (2,407,497) 142,839 (12,459) (57,952) `－` 103,038 (21,372) 10,558 (2,153,865) 12,310,434 (11,768,151) (100,000) 2,400,000 7,369,896 (9,496,111) (9,634) (139,977) (459,303) 85,692 152,312 345,158 (107,415) 2,953,460 8,154,556 $11,108,016	$1,493,829 1,119,059 37,777 4,033 29,388 211,252 (36,935) (1,018) 8,880 (8,838) 48,328 825 (606) 52,652 693,969 (118,559) (1,989,176) (41,898) (6,644) (1,454,496) (203,050) (26,338) 98,343 (15,542) 258,717 1,994,655 835,079 34,742 (1,211) 3,017,217 36,935 (215,627) (380,690) 2,457,835 `－` (84,180) 83,330 `－` 9,050 (1,659,544) 61,501 (139,050) (41,841) 81 59,933 `－` 3,718 (1,707,002) 12,169,463 (11,743,496) 100,000 `－` 6,150,000 (5,409,340) 1,935 (147,159) (353,310) `－` 100,084 868,177 (240,431) 1,378,579 6,775,977 $8,154,556

(The accompanying notes are an integral part of the consolidated financial statements.)

Independent Auditors’ Report

To ASIA VITAL COMPONENTS CO., LTD

Opinion

We have audited the accompanying parent company only balance sheets of ASIA VITAL COMPONENTS CO., LTD and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, 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 most significant in our audit of 2020 parent company only financial statements. 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.

1. Accounts receivable impairment

As of December 31, 2020, the Company’s net accounts receivable and allowance for bad debts amounted to NT$979,931 thousand and NT$70,056 thousand, respectively, constituting 3% of the parent company balance. This ratio is significant to the Company whether or not allowance for bad debts can reflect accounts receivable credit risk and the ultimate net amount of accounts receivable, is related to the management’s significant judgement. Therefore, we considered the appropriateness of this policy and the resulting figures to be a key audit matter.

We also assessed the adequacy of disclosures of accounts receivable and related risk. Please refer to Note 5 and 6 to the parent company only financial statements.

2. Valuation for inventories

As of December 31, 2020, the Company’s net inventories amounted to NT$ 5,521,393 thousand, constituting 20% of parent company total assets which is significant for the financial statements. The allowance for reduction of obsolete inventory due to the uncertainty caused by the rapid change of product technology is closely related to the management’s judgement. Therefore, we considered this a key audit matter.

Please refer to Note 5 and 6 to the parent company only financial statements.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain subsidiaries and associates accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of other auditors. These subsidiaries and associates under equity method amounted to NT$299,668 thousand and NT$354,462 thousand, representing 1.07% and 1.38% of total assets as of December 31, 2020 and 2019, respectively. The related shares of profits (loss) from the subsidiaries and associates under the equity method amounted to NT$31,581 thousand and NT$9,483 thousand, representing 1.37% and 0.81% of the income before tax for the years ended December 31, 2020 and 2019, respectively, and the related shares of other comprehensive income (loss) from the subsidiaries and associates under the equity method amounted to (NT$1,750) thousand and (NT$439) thousand, representing (2.13%) and 0.11% of the comprehensive income (loss) for the years ended December 31, 2020 and 2019, respectively.

Responsibilities of Management and Those Charged with Governance for Parent Company only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretation Committee as endorsed and as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Parent Company only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 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 parent company only financial statements.

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, and we design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or an override of internal controls.
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 control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Ernst & Young, Taiwan

Republic of China March 23, 2021

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, results of operations 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 review such parent company only financial statements are those generally accepted and applied in the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English translation of Parent Company Only Financial Statements Originally issued in Chinese

ASIA VITAL COMPONENTS CO., LTD PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars)

Assets	Notes	December 31, 2020	December 31, 2020	December 31, 2019	December 31, 2019	Liabilities and Equity	Notes	December 31, 2020	December 31, 2020	December 31, 2019	December 31, 2019
		Amount	`％`	Amount	`％`			Amount	`％`	Amount	`％`
Current assets Cash and cash equivalents Financial assets measured at amortized costs, current Accounts receivable, net Accounts receivable-related parties, net Other receivables Other receivables-related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income, noncurrent Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment property,net Intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets	6(1) 4, 6(2), 8 4, 6(3) 4, 6(3), 7 6(4) 6(4) 6(5) 4,6(6) 4, 6(7), 8 4, 6(19) 4, 6(8), 8 4, 6(9) 4, 6(23) 6(10), 8	$5,069,376 279,788 909,875 161,471 348,229 11,313 5,521,393 24,201 6,227	18 1 3 1 1 0 20 0 0	$3,004,438 15,690 3,895,869 332,497 330,163 53,125 3,611,002 9,081 14,961	12 0 16 1 1 0 14 0 0	Current liabilities Short-term loans Short-term notes and bills payable Notes payable Accounts payable Accounts payable-related parties, net Other payables Other payables-related parties, net Current tax liabilities Lease liabilities-Current Other current liabilities Current portion of long-term loans Total current liabilities Non-current liabilities Corporate bonds payable Long-term loans Deferred tax liabilities Lease liabilities-Non current Net defined benefit liabilities, noncurrent Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other components of equity Total equity Total liabilities and equity	6(11) 6(12) 7 6(13) 4, 6(23) 4, 6(19) 6(15) 6(14) 6(15) 4, 6(23) 4, 6(19) 4, 6(16) 6(17) 6(17) 6(17) 4	$700,000 `－` 25,924 548,397 7,591,758 800,171 8,383 370,142 6,752 79,033 1,309,287	3 `－` 0 2 27 3 0 1 0 0 5	$630,000 100,000 27,490 348,132 7,626,634 810,554 21,492 241,220 6,844 11,107 2,161,667	2 0 0 1 30 4 0 1 0 0 9
		12,331,873	44	11,266,826	44
		2,423 14,413,781 434,590 21,100 51,871 55,026 695,853 27,431	0 52 2 0 0 0 2 0	9,423 13,240,672 400,872 21,788 54,246 53,650 583,492 25,217	0 52 2 0 0 0 2 0
								11,439,847	41	11,985,140	47
								2,400,000 2,475,331 1,121,150 14,863 5,233 926	8 9 4 0 0 0	`－` 3,749,166 911,306 15,241 7,382 11,966	`－` 15 3 0 0 0
		15,702,075	56	14,389,360	56			6,017,503	21	4,695,061	18
								17,457,350	62	16,680,201	65
								3,533,101 1,601,099 865,492 1,402,573 4,500,820	13 6 3 5 16	3,533,101 1,540,817 769,695 995,284 3,539,661	13 6 3 4 14
								6,768,885	24	5,304,640	21
								(1,326,487)	(5)	(1,402,573)	(5)
								10,576,598	38	8,975,985	35

		$28,033,948	100	$25,656,186	100			$28,033,948	100	$25,656,186	100

(The accompanying notes are an integral part of the consolidated financial statements.)

English translation of Parent Company Only Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2020 and 2019

(Expressed in thousands of New Taiwan Dollars, except for earnings par share)

Items	Notes	2020		2019	2019
		Amount	`％`	Amount	`％`
Operating Revenue Operating costs Gross profit Unrealized gross (profit) Realized gross profit Gross profit, net Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Subtotal Operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries and associates Subtotal Income from continuing operations before income tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit pension plans Unrealized gains (losses) from equity instruments investments measured Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations Share of other comprehensive income (loss) of associates Income tax related to items that may be reclassified subsequently Total other comprehensive loss, net of tax Total comprehensive income Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted	4,6(18), 7 6(20), 7 6(19).(20) 6(21) 6(21) 6(21) 6(21) 4,6(6) 6(23) 6(22) 6(24)	$25,269,916 (22,837,254)	100 (90)	$23,804,322 (21,874,228)	100 (92)
		2,432,662	10	1,930,094	8
		(85) 472	(0) 0	(473) 322	(0) 0
		2,433,049	10	1,929,943	8
		(250,986) (216,844) (618,395)	(1) (1) (2)	(298,804) (287,234) (697,042)	(1) (1) (3)
		(1,086,225)	(4)	(1,283,080)	(5)
		1,346,824	6	646,863	3
		4,333 135,753 29,523 (95,831) 878,501	0 1 0 (0) 3	8,337 36,913 16,340 (140,108) 603,641	0 0 0 (1) 3
		952,279	4	525,123	2
		2,299,103 (383,257)	10 (2)	1,171,986 (214,017)	5 (1)
		1,915,846	8	957,969	4
		602 16,808 (120) 69,675 (1,750) (2,870)	0 0 (0) 0 (0) (0)	10,398 1,071 (2,079) (469,199) (439) 61,277	0 0 (0) (2) (0) 0
		82,345	0	(398,971)	(2)
		$1,998,191	8	$558,998	2
		$5.42		$2.71
		$5.40		$2.70

(The accompanying notes are an integral part of the parent company only financial statements.)

(The accompanying notes are an integral part of the parent company only financial statements.)

English translation of Parent Company Only Financial Statements originally issued in Chinese

ASIA VITAL COMPONENTS CO. , LTD PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan Dollars)

Items	Capital	Additional Paid-in Capital		Retained Earnings		Other Compo	nents of Equity	Total Equity
	Common Stock		Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Operations	Unrealized Gains (Losses) From Equity Instruments Investments Measured At Fair Value Through Other Comprehensive Income
Balance as of January 1, 2019 Appropriation and distribution of 2018 retained earnings Legal reserve Special reserve Cash dividends Donation from shareholders Net income for the year ended December 31, 2019 Other comprehensive income (loss), net of tax for the year ended December 31, 2019 Total comprehensive income (loss) Balance as of December 31, 2019 Balance as of January 1, 2020 Appropriation and distribution of 2019 retained earnings Legal reserve Special reserve Cash dividends Donation from shareholders Net income for the year ended December 31, 2020 Other comprehensive income (loss), net of tax for the year ended December 31, 2020 Total comprehensive income (loss) Difference between the actual acquisition or disposal price and carrying amounts of subsidiaries Disposal of equity investments at fair value through other comprehensive income Balance as of December 31, 2020	$3,533,101 － $3,533,101 $3,533,101 － $3,533,101	$1,540,647 170	$698,569 71,126	$538,746 456,538	$3,454,347 (71,126) (456,538) (353,310) 957,969 8,319	($655,207) (408,361)	($340,076) 1,071	$8,770,127 －－ (353,310) 170 957,969 (398,971)
		－	－	－	966,288	(408,361)	1,071	558,998

		$1,540,817	$769,695	$995,284	$3,539,661	($1,063,568)	($339,005)	$8,975,985
		$1,540,817 260	$769,695 95,797	$995,284 407,289	$3,539,661 (95,797) (407,289) (459,303) 1,915,846 482	($1,063,568) 65,055	($339,005) 16,808	$8,975,985 －－ (459,303) 260 1,915,846 82,345
		－	－	－	1,916,328	65,055	16,808	1,998,191
		60,022 $1,601,099	$865,492	$1,402,573	7,220 $4,500,820	1,443 ($997,070)	(7,220) ($329,417)	61,465 － $10,576,598

(The accompanying notes are an integral part of the parent company only financial statements.)

English translation of Parent Company Only Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan Dollars)

Items	2020	2019
Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expanse adjustments : Depreciation Amortization Amortization of royalty Expected credit (profit) losses Interest expense Interest income Dividend revenue Compensation costs of share-based payment transaction Share of profit of subsidiaries and associates (Gain) on disposal of property, plant and equipment Unrealized gross profit Realized gross (profit) Others Changes in operating assets and liabilities: Notes receivable Accounts receivable Accounts receivable-related parties Other receivables Other receivables-related parties Inventories Prepayments Other current assets Other operation assets Notes payable Accounts payable Accounts payable-related parties Other payables Other payables-related parties Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash provided (used) by operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using the equity method Decrease in advance payments in investment Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) in refundable deposits Acquisition of intangible assets (Increase) in noncurrent assets-others Dividends received Net cash (used) in investing activities Cash flows from financing activities: Increase in short-term loans (Decrease) in short-term loans (Decrease) increase in short-term notes and bills payable Increase in corporate bonds payable Proceeds from long-term loans Repayments of long-term loans (Decrease) increase in guarantee deposits Repayment of lease liabilities Cash dividends Disposal of equity of subsidiariess (not lossing of control) Net cash (used) provided in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	$2,299,103 # # 66,975 27,571 2,417 (24,363) 95,831 (4,333) (763) 1,776 (878,501) (2,132) 85 (472) (35,435) 261 3,088,376 171,026 (96,084) 41,812 (1,874,956) (15,120) 8,734 (264,098) (1,566) 200,265 (34,876) (7,787) (14,875) 67,926 (1,547) 2,815,250 4,333 (96,661) (159,843) 2,563,079 22,220 (253,411) － (107,998) 18,755 (41) (31,364) (2,908) 3,463 (351,284) 5,650,000 (5,580,000) (100,000) 2,400,000 7,369,896 (9,496,111) (11,040) (5,991) (459,303) 85,692 (146,857) 2,064,938 3,004,438 $5,069,376	$1,171,986 61,797 20,861 4,033 23,705 140,108 (8,337) (1,018) 1,776 (603,641) (10,136) 472 (321) 115,615 170 (1,933,601) (206,836) 6,954 35,255 (1,545,706) 14,982 11,998 147,920 (8,008) (128,206) 2,057,018 301,874 (5,506) 938 (1,211) (335,065) 8,337 (142,187) (180,112) (649,027) － (44,870) 9,050 (35,360) 15,219 (1,518) (13,217) (7,021) 3,718 (73,999) 4,630,000 (4,200,000) 100,000 － 6,150,000 (5,381,387) 1,400 (6,918) (353,310) － 939,785 216,759 2,787,679 $3,004,438

(The accompanying notes are an integral part of the parent company only financial statements.)

Appendix 4 ASIA VITAL COMPONENTS CO., LTD. Earnings Distribution Proposal 2020

Appendix 4 ASIA VITAL COMPONENTS CO., LTD. Earnings Distribution Proposal 2020	Appendix 4 ASIA VITAL COMPONENTS CO., LTD. Earnings Distribution Proposal 2020	Appendix 4 ASIA VITAL COMPONENTS CO., LTD. Earnings Distribution Proposal 2020
Unit: NT dollars
Items	Subtotal	Total
Undistributed profits in the early period of 2020 Addition: Net income of 2020 Equity in other comprehensive income or loss disposed of at fair value Other consolidated income (note 1) Subtotal Items to be listed: Subtraction: to list the Legal Reserve (10%) (note 2) To allocate special Legal Reserve (note 3) Subtotal of earnings to be distributed this year Distribution items: Dividends of shareholders—Cash (Distribution of NT$1.8 per share) Undistributed profits in the ending period	1,915,846,669 7,219,565 482,088 -192,354,832 76,085,636	2,577,271,257 1,923,548,322
		4,500,819,579 -116,269,196
		4,384,550,383 -635,958,283
		3,748,592,100

Note.1: This is the difference in pension arising from the Actuaries Report. Recalculated sum of the welfare plan is included in the accounting record.
Note.2: Calculation of the allocated Legal Reserve and the Ratio is as follows: 1,923,548,322×10%=192,354,832
Note.3: According to the regulations of the Financial Supervisory Commission (Taiwan), when distributing distributable surplus, the net deduction of other shareholders ’equity should be accounted for in the current year. The special surplus reserve of the same amount from the current profit and loss and the previous undistributed surplus shall be the previous accumulation for the amount of other shareholders ’equity deductions, the same amount of special surplus reserve shall not be distributed from the previous undistributed surplus; however, if the company has made a special surplus reserve in accordance with the provisions of the preceding paragraph, The difference of net deductions of the amount and other equity shall be included in the special surplus reserve.
Note.4: The sum of distributed profits in the period is NT$ 635,958,283 dollars (distribution of earnings in 2020 was completed first)

Chairperson: Shen, Ching Hang. General Manager: Shen, Ching Hang Accounting Officer: Chen, Yi Chen

Appendix 5

ASIA VITAL COMPONENTS CO., LTD. Amendments on Rules of Procedure for Shareholders Meetings

Amendments onRules	of Procedure for Shareholders Meetings
The currentprovision	The Amendment Article	Remarks
Article 3 The first, second, and third paragraphs omitted. Election or dismissal of Directors, amendments to the Articles of Incorporation, capital reductions, applications for suspension of public offerings, lifting of non-Compete restrictions on a Director, capital increase by way of retained earnings, or dissolution, merger, demerger of the Company, or any matter under Paragraph 1 of Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.Material information may be placed on the website	Article 3 The first, second, and third paragraphs omitted. Election or dismissal of Directors, amendments to the Articles of Incorporation, capital reductions, applications for suspension of public offerings, lifting of non-Compete restrictions on a Director, capital increase by way of retained earnings, or dissolution, merger, demerger of the Company, or any matter under Paragraph 1 of Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. Following Paragraphs omitted	Adjustments to methods of public notice in line with relevant provisions.
designated by the relevant securities authority or on the Company’s website, and the website shall be included in the notice. Following Paragraphs omitted.
Article 9 Paragraph 1 omitted. 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	Article 9 Paragraph 1 omitted. The chair shall call the meeting to order at the appointed meeting time.The chair shall duly announce the number of shares held by non-voting shareholders and the total number of issued shares tallied for	In order to improve corporate governance and safeguard the rights and interests of shareholders, Paragraph 2 has

The currentprovision	The Amendment Article	Remarks
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. Following Paragraphs omitted.	voting rights during shareholders meetings. 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. FollowingParagraphs omitted.	been amended.
Article 14 The election of Directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Company, 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. Paragraph 2 omitted.	Article 14 The election of Directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Company, 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 electedas well as the list of unelected Directors and supervisors and the number of votes they have obtained. Paragraph 2 omitted.	In order to improve corporate governance and safeguard the rights and interests of shareholders, Paragraph 1 has been amended.

Appendix 6

Articles of Incorporation OF

Asia Vital Component Co., Ltd.

Section I – General Provisions

Article 1: The Company shall be incorporated as a company limited by shares under the Company Act and its name shall be “Asia Vital Component Co., Ltd.”
Article 2: The scope of business of the Company shall be as follow:
CA01100 Aluminum material rolls, over extends, and crowding.
CB01010 Machinery and Equipment Manufacturing
CC01040 Lighting Facilities Manufacturing
CC01060 Wired Communication Equipment and Apparatus Manufacturing
CC01070 Telecommunication Equipment and Apparatus Manufacturing
CC01080 Electronic Parts and Components Manufacturing
CC01110 Computers and Computing Peripheral Equipment Manufacturing
CC01990 Electrical Machinery Supplies Manufacturing
E605010 Computing Equipment Installation Construction
F219010 Retail Sale of Electronic Materials
F401010 International Trade
CD01030 Automobiles and Parts Manufacturing
CD01990 Other Transport Equipment and Parts Manufacturing
CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing
F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
ZZ99999 All business items that are not prohibited or restricted by law, except those are subject to special approval.
Article 3: The Company shall have its head-office in Kaohsiung City, Taiwan and, if necessary, may set up branches in and out of this country upon a resolution of its Board of Directors.
Article 4: Public announcement of the Corporation shall be made in accordance with provisions in Article 28 of the Company Act.
Article 5: The Company may provide guarantee for business needs and make reinvestments in other enterprises. The total amount of the Corporation’s reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation’s paid-in capital as provided in Article 13 item 2 of the Company Act.

Section II Shares

Article 6: The total capital amount of the Company shall be six billion New Taiwan Dollars (NT$6,000,000,000), divided into 600 million (600,000,000) shares, at a per value of ten Net Taiwan Dollars (NT$10) per share, and may be issued separately. An amount of point 1 billion New Taiwan Dollar (NT$100,000,000) out of the aforesaid capital is revised to serve as subscription warrants for employees, divided into ten million (10,000,000) shares at par value of ten New Taiwan Dollars (NT$10) per share and by issued separately according to the resolution of the Board of Directors.
Article 6-1: The Company can transfer shares to employees at less than the treasure share repurchase price, or assign share option certificate a less than the closing price of the trading days for common stocks by obtaining the consent of at least

two-thirds of the voting rights present at the shareholders meeting attended by shareholder representing more than half of total issued shares.

The Company follows the Company Act in purchasing the treasury stocks, employee stock option certificate, employee new stock option, and restricted stock awards, and it distributes the equities to employees of controlled or affiliated corporations who fit certain criteria.

Article 7: The Company is not obligated to issue printed certification for ownership of its stocks; it should be registered with records of stockholder’s name by Certified Securities Depository Enterprises. The Company shall follow The Company Act of R.O.C. and other regulations if printed stock certificate is to be issued.
Article 8: Transfer of stocks or change of account title shall be suspended sixty days before the Shareholders’ regular meeting, thirty days before the interim shareholders meeting, or five days before the date on which the Company decides to distribute dividends and bonuses or other payment baseline date.

Section III Shareholders’ Meetings

Article 9: Shareholders’ meetings of the Corporation are of two types, including regular meetings and interim meetings. Regular meetings shall be convened by the Board of Directors within six months after the close of each fiscal year. Interim meetings shall be convened in accordance with the relevant laws, rules, and regulations when necessary.
Article 10: If a shareholder is unavailable to attend a meeting in person, the shareholder may issue a proxy form offered by the Company with the signature or a stamp, specifying the scope of the authorized powers to another shareholder who can attend the meeting on the shareholder’s behalf.
Article 11: Shareholders of the Company have one voting right for each share. The rule does not apply to persons without voting rights under restrictions or regulations of the Company Act.
Article 12: Except as provided in the Company Act, shareholders’ meetings may be held if attended by shareholders representing more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting.
Article 13: Except as provided in the Company Act, shareholders’ meetings may be convened by the Board of Directors. The chairperson of the meeting should preside in accordance with Article 128 and Article 208 Paragraph 3 of the Company Act.
Article 14: The Company shall deal with stick transaction affairs in accordance with Regulations Governing the Administration of Shareholder Services of Public Stock Companies, which was promulgated by supervisory agencies.
Article 15: If the Company only has one corporate shareholder, the powers of the Shareholders’ meeting should be performed by the corporate’s Board of Directors; the rules in the Articles of Incorporation are not applicable.
Article 16: The resolutions of the meetings of the Board of Directors shall be recorded in the minutes, and such minutes shall be signed by or sealed with the stamp of the chairperson of the meeting and delivered to all shareholders within twenty days after the meeting.
The aforementioned minutes should be distributed in accordance with Article 183 of the Company Act.

The minutes shall record a summary of the essential points of the proceedings, including the year, month, dates, venues, name of chairperson, the method of

adopting resolutions, as well as the discussion and results of the meeting. The minutes should be kept permanently as long as the Company is in operation.

Section IV Directors

Article 17: The company hires seven to thirteen directors whose term of service is three years. Candidates with legal capacity can be elected or reelected by the Shareholders’ meeting. The Board of Directors is authorized to resolve the number of directors to hire.
The minimal combined proportion of shares possessed by all directors is determined adherence to regulations of institutions managing the securities. At least three Independent Directors should be elected, and the proportion is at least one-fifth.

The Company establishes Audit Committee which is completely composed of Independent Directors. The Audit Committee and its members are responsible for performing duties of supervisors specified in The Company Act, Securities Exchange Act, and other regulations.

Nominating procedures of the Directors are based on Article 192 Paragraph 1 of the Company Act. Nomination of candidates for Directors is accepted and publicized according to The Company Act, Securities Exchange Act, and other regulations. The elections for independent directors and non-independent directors should be combined and the number of elected nominees should be calculated respectively.
Article 18: The Board of Directors is organized by directors. The Chairperson of the Board of Directors shall be elected from among the directors by majority of directors present at a meeting attended by more than two thirds of directors. The Chairperson shall externally represent the Company.
Article 19: When the number of vacancies in the Board of Directors equals to or exceed one third of the total number of directors, the Board of Directors shall hold, within sixty days, an interim shareholders’ meeting to elect succeeding directors to fill the vacancies.
Article 20: Unless otherwise provided by the Company Act, a resolution of the Board of Directors shall be adopted by the consent of majority of the directors present in meeting attended the majority of the total directors.
Article 21: The Chairperson can assemble the Board of Directors’ Meeting. A director can offer a Letter of Authorization which specifies the entrusted matters with stamps and signatures and designative another director as a representative on the meeting, and one attendee is only allowed to represent one absentee; a director who lives abroad can designate a regular representative.
Directors who participate in the Board of Directors’ Meeting by Web Cam is considered present for the meeting.
Notice for assembling a Board of Directors’ meeting shall be delivered to each director by email or fax seven days ahead.
In the cases of emergencies, a Board of Directors’ Meeting should be assembled any time, and the notice can be delivered by letters, emails, or fax.
Article 22: When the Chairperson is on leave or unable to perform the duties, another director shall act on behalf of him in accordance of Article 208 of The Company Act.
Article 23: The Board of Directors is authorized to determine the remunerations of Directors according to their involvement on the operation and values of their contributions with reference of conditions in the industry.

Article 23-1: The Company may purchase liability insurance to cover the directors and supervisors in service, managing for the liabilities they shall be responsible while performing their duties, so as to eliminate the potential risks of major damage that the Company and shareholders may suffer resulting from unlawful conducts of Directors.

Section V Managers

Article 24: The Company may have managers whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.
Article 25: The Company can hire senior consultants or significant staff under the resolution on the Board of the Directors Meeting.

Section VI Accounting

Article 26: At the end of a fiscal year, the Company should compile the following reports,
and it shoul ~~d r~~ equest for adoption of these reports by the Shareholders’ Regular Meeting.
Business Report
Financial Statements.
Distribution of profits and Loss make-up proposal.
Article 27: The Company should allocate at least 3 percent of its annual profit as remuneration of the employees and no more than 2 percent of it as remuneration of directors. However, when the Company has accumulated losses, the sum for compensation should be retained. Distribution of stock remunerations can be issued to employees of the controlled or affiliated companies meeting certain criteria.
Article 28: The Company’s Annual Final Budget should include net income of the period, which should firstly be utilized to compensate for accumulated losses (including adjustment in undistributed profits), and 10 percent of it should be allocated for Legal Reserve; the restriction is lifted when the Legal Profit Reserve reaches the Company’s total paid-in capital. Secondly, special Legal Reserve of Profit should be allocated or reversed according to the laws or regulations of supervisory institutions. The rest of the profit, along with the undistributed profit in the initial period (including the adjusted sum of undistributed profit) should be included in the proposal of distribution of profits in issuance of new shares by the Board of Directors, which is to be resolved by the Shareholders’ Meeting on distribution. According to Article 240 Paragraph 5 of The Company Act, with attendance of two-thirds of the directors and agreement of over have of attendees in the voting on the meeting, the Board of Directors is authorized to resolve that the dividends and bonuses, or part or all of the Legal Profit Reserve and Capital Reserve should be distributed in cash, and a report should be made on the Shareholders’ Meeting.
Article 29: When the Company establishes the dividend policy in accordance the current and future development plan, consideration on environment for investment, capital requirements and competition domestically and overseas, and the compensation of shareholders, it can allocate no less than 5% of distributable earnings as shareholders’ dividend and bonuses to shareholders. However, in case the accumulated distributable earnings is less than 10% of paid-in capital, the Company may choose not to distribute dividends. Dividends to common

shareholder may be distributed by way of combination of cash dividend and stock dividend provided that the cash dividends shall not be less than 10% of the total dividends.

Article 30: In regard to all matters not provided in these Articles of Incorporation, the Company Act or other laws and regulations shall govern.
Article 31: The fiscal year of the Company is from January of each year to December 31 of the same year,

VII Supplementary Provisions

Article 32: These Articles of Incorporation were enacted on December 2[nd] , 1991 and amended on March 31[st] , 1994 for the first time, on March 13[th] , 1995 for the second time, on June 16[th] , 1997 for the third time, on December 26[th] , 1997 for the fourth time, on May 1[st] , 1998 for the fifth time, on June 30[th] , 1999 for the sixth time, on November 26[th] , 1998 for the seventh time, on June 16[th] , 1999 for the eighth time, on October 30[th] , 1999 for the ninth time, on November 26[th] , 1999 for the tenth time, on June 12[th] , 2000 for the eleventh time, on December 16[th] , 2000 for the twelfth time, on May 29[th] , 2001 for the thirteenth time, on May 24[th] , 2002 for the fourteenth time, on April 7[th] , 2003 for the fifteenth time, on June 15[th] , 2004 for the sixteenth time, on June 16[th] , 2005 for the seventeenth time, on June 14[th] , 2006 for the eighteenth time, on June 13[th] , 2007 for the nineteenth time, on June 13[th] , 2007 for the twentieth time, on June 19[th] , 2008 for the twenty-first time, on June 10[th] , 2009 for the twenty-second time, on June 18[th] , 2010 for the twenty-third time, on June 17[th] , 2011 for the twenty-fourth time, on June 12[th] , 2012 for the twenty-fifth time, on June 11[th] , 2013 for the twenty-sixth time, on June 18[th] , 2015 for the twenty-seventh time, on June 14[th] , 2016 for the twenty-eighth time, on June 13[th] , 2017 for the twenty-ninth time, on June 13[th] 2019 for the thirtieth amendment.

ASIA VITAL COMPONENTS CO., LTD. Chairperson: Shen, Ching Hang

Appendix 7 ASIA VITAL COMPONENTS CO., LTD. Shareholding of Directors

Baseline Date: April 18,2021	Baseline Date: April 18,2021	Baseline Date: April 18,2021	Baseline Date: April 18,2021
Title	Name	Number of Shares	Shareholding Ratio
Chairperson	Zing He Investment Co., Ltd. Representative: Shen, Ching Hang	6,547,174	1.85%
Director	Furukawa Electric Co., Ltd. Representative: Ono, Ryoji	52,944,693	14.99%
Director	Furukawa Electric Co., Ltd. Representative: Motomura, Takuya
Director	Furukawa Electric Co., Ltd. Representative: Kobayashi, Takuya
Director	Kitanoya, Atsushi	0	--
Director	Chen, Yi Cheng	1,219,148	0.35%
Director	Wang, Jui Pin	363,784	0.10%
Director	Huang, Chiu Mao	347,245	0.10%
Director	Gao, Pai Ling	0	--
Independent Director	Chen, Chun Cheng	0	--
Independent Director	Cho, I Lang	0	--
Independent Director	Peng, Tai Hsiung	11,546	0.00%
Independent Director	Ueng Joseph Chiehchung	0	--
Total Shares Held by Directors (Not including shares held byIndependent Directors)		61,433,590	17.39%

Note 1: Totally shares issued on April 18, 2021: 353,310,157 shares.

Note 2: All Directors of the Company shall hold shares is 14,132,406 shares. Actually held until April 18, 2021 is 61,433,590shares.

Note 3 ： As AVC has established the audit committee, the minimum shareholding requirements for supervisors do not apply.

Appendix 8

ASIA VITAL COMPONENTS CO., LTD. Rules of Procedure for Shareholders Meetings

Article 1: To establish well-organized governing system of the Shareholders’ meeting and have robust supervising function and strong management, the Rules of Procedure for Shareholders’ Meetings (the Rules) are established in accordance with Article 5 of Corporate Governance Best Practice for TWSE/TPEx Listed.
Article 2: The rules of procedures for the Company’s shareholders’ meetings, except as otherwise provided by law, regulations, or the Articles of Incorporation, shall be as proved in these Rules.
Article 3: Unless regulated otherwise by the laws, the Shareholders Meeting is assembled by the Board of Directors. The electronic files of information, including the meeting notification, format for authorization letter, matters for acknowledgement, matters for discussion, election or dismissal of directors, etc., should be disclosed on the Market Observation Post System 30 days before the regular shareholder meeting or 15 days before the interim shareholders meeting. Electronic files of the Meeting handbook and supplementary material should be uploaded to the Market Observation Post System 21 days before the regular shareholders meeting and 15 days before the interim shareholders meeting. The hard copies of the Meeting handbook and the supplementary material should be offered to shareholders, displayed in the Company and the entrusted professional stock proxies, and distributed on the meeting. The proposals should be specified in the notification and announcement; the notification can be sent in electronic forms with the agreement of the receiver.
The election of Directors, Supervisors, amendments in the Corporate Articles, Capital decrease, application for public offering closing, lift of strife limitation on the directors, profit transferred to capital increase, legal reserve transferred to capital increase, Corporate dismissal, merger, and division, or matters mentioned in Article 185 in The Company Act. Its main content may be placed on the website designated by the securities authority or the company, and its website shall be stated in the notice.
The convening of the shareholders 'meeting has stated the full re-election of directors and the date of appointment. After the re-election of the shareholders' meeting, the same meeting shall not change its appointment date by temporary motion or other means.

Shareholders who possess more than one percent of the issued shares can raise at most one proposal for the shareholders meeting in printed document or by electronic files; surplus proposals shall not be accepted. However, the shareholder proposal is a proposal to urge the company to promote public interest or fulfill its social responsibilities, and the board of directors must still include the proposal. Proposals with the condition mentioned in Article 172-1 item 4 shall not be taken as an item for discussion.

The Company shall disclose the accepted proposals of the shareholders as well as the location and time of acceptance on the book closure day before the shareholders meeting. The period for acceptance should last for at least 10 days. The proposal of the shareholder should contain no more than 300 word; proposals exceeding the length limitation will not be included in the motions; the proposer should attend the meeting or authorize a representative to participate in the discussion on the regular shareholders meeting.

The Company should notify the proposer whether the proposal is accepted before the date for sending notification of shareholders meeting and list proposals fulfilling the criteria in the notification. The Board of Directors should explain the reason for excluding the proposals made by the shareholders on the shareholders’ meeting.

Article 4: A shareholder can offer a proxy form printed by the Company which specifies the scope of the authorized powers to another shareholder who can attend the meeting on the shareholder’s behalf.

Article 5: The venue for the shareholders’ meeting shall be within the premises of the Company, or a place easily accessible to shareholders and suitable for shareholders’ meeting. The meeting may begin no earlier than 9:00 a.m. and no later than 3:00 p.m. with opinions of Independent Directors taken in full consideration.

Article 6: The Company should specify the time and place for registration of the meeting and other matters to notice. The aforementioned registration time should be at least 30 minutes before the meeting time; clear signage and adequate personnel should be assigned to the reception desk.

The shareholder or the authorized representative (hereafter referred to as the shareholder) should attend the shareholders meeting with an attendant ID, a check-in card, or other ID cards. The Company should not require other forms identification from the shareholders; the solicitor of the letter of authorization should have the proof of identity. The Company should prepare the signature book for the shareholders, or the shareholder can submit a signature card. The Company should deliver the Meeting Handbook, Annual report, certificate of attendance, speech notes, ballots, and other information to the absent shareholders; ballots should be attached when an election for directors is held. More than one representative of the shareholders as governments or artificial persons are allowed to attend the meeting. Only one authorized agent can attend the meeting on behalf of an artificial person shareholder.
Article 7: The Shareholders Meeting should be chaired by the Chairperson when the meeting is assembled by the Board of Directors. The Vice Chairperson takes the position when the Chairperson calls for a leave of absence or unable to perform the duties. In circumstances where the position for Vice Chairperson is vacant, or the Vice Chairperson is also absent or unable to perform the duties, the Chairperson designate an executive director as an agent; in circumstances where no executive directors are hired, one director should be designated as the agent. In the circumstance where the Chairperson did not designate an agent, the executive directors or directors can designate an agent for the Chairperson among themselves. The Chairperson should host the meeting in person, and the attendees should include at least half of the directors on the board of the Company. At least one representative from each functioning committee should attend the meeting, and the resolutions should be record in the proceedings.
Article 8: This Corporation shall make an uninterrupted audio and video recording of all meeting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9: Attendance at shareholders meetings shall be calculated based on the number 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.

The Chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent the 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 1 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.

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 Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 month. 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 during the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 10: If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

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.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned 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.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary 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 and call for a vote.

Article 11: 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.

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.

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.

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 that has the floor; the Chair shall stop any violation.

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

Article 12: Voting at a shareholders’ meeting shall be calculated based the number of shares. 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. When a shareholder has an interest in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. 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.

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 3 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:A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholders meeting, it should the shareholders to exercise voting rights by correspondence or electronic means. 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, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

If a shareholder intends to attend the meeting in person after exercising voting right by correspondence or electronically, similar notice of cancellation should be submitted to the Company before 2 business days prior to the meeting date. If the cancellation notice is submitted after that time, votes casted by correspondence or electronically shall prevail. If a shareholder’s voting right is performed by correspondence or electronically, and a proxy is designated to attend the meeting, votes cast at the meeting by the proxy shall prevail.

Except as otherwise provided in the Company Act and in Articles of Incorporation articles of incorporation, the passage 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.

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 shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

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: The elections for directors should be held in accordance with the Company’s regulations, and the outcome should be announced on the meeting, including the persons elected as directors as well as the number of votes they won. Ballots of the aforementioned elections should be sealed with signatures of the inspectors and kept confidential and secure for at least one year.
In the circumstance where a shareholder file a law suit according to Article 189 in
The Company Act, the ballots should be kept until the lawsuit is settled.
Article 15: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.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

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 (Including statistical share held), and a summary of the deliberations and their results, When there are elected directors, the number of votes for each elected person should be disclosed and shall be retained for the duration of the existence of this Corporation
Article 16: On the day of a shareholders meeting, this Corporation 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.

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, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing. 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 meeting.

Article 18: 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.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19: These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

Other matters

Information about Shareholders’ proposals:

According the Article 172-1 of the Company Act, shareholders who possess more than one percent of the issued shares can raise at most one proposal for the shareholders meeting in printed document; surplus proposals shall not be accepted. The proposal of the shareholder should contain no more than 300 words.
Application of proposals for this year’s Shareholders’ meeting was accepted within the period between from April 9, 2021 to April 19, 2021. The result has been disclosed on the Market Observation Post System.
The Company has not received any proposal from the shareholders.

AI assistant

AVC — AGM Information 2021

52251_rns_2021-08-11_ddf959e7-c90d-4ede-bbc7-213e5b74d5f8.pdf

ASIA VITAL COMPONENTS CO., LTD.

Annual Shareholders’ Meeting 2021 Meeting Handbook (Translation)

Table of Contents

ASIA VITAL COMPONENTS CO., LTD.

ASIA VITAL COMPONENTS CO., LTD. Annual Shareholders’ Meeting 2021 Meeting Agenda

I. Call the Meeting to Order

II. Chairperson Remarks

III. Report Items

IV. Matters for Recognition

V. Matters for Discussion

VI. Extempore Motion VII. Adjournment

ASIA VITAL COMPONENTS CO., LTD. 2020 Business Report

I. Operation of the Company in 2020

4. Research and Development

II. Business plan of 2021

Audit Committee’s Review Report

Asia Vital Components Co., Ltd.

Independent Auditors’ Report

To ASIA VITAL COMPONENTS CO., LTD

Opinion

Basis for Opinion

Key Audit Matters

1. Accounts receivable impairment

2. Valuation for inventories

Other Matter – Making Reference to the Audits of Component Auditors

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan Dollars)

To ASIA VITAL COMPONENTS CO., LTD

Opinion

Basis for Opinion

Key Audit Matters

1. Accounts receivable impairment

2. Valuation for inventories

Other Matter – Making Reference to the Audits of Component Auditors

Responsibilities of Management and Those Charged with Governance for Parent Company only Financial Statements

Auditor’s Responsibilities for the Audit of the Parent Company only Financial Statements

Notice to Readers

English translation of Parent Company Only Financial Statements Originally issued in Chinese

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

Appendix 4

ASIA VITAL COMPONENTS CO., LTD. Earnings Distribution Proposal 2020

Articles of Incorporation OF

Section II Shares

Section III Shareholders’ Meetings

Section IV Directors

Section V Managers

Section VI Accounting

VII Supplementary Provisions

Appendix 7

ASIA VITAL COMPONENTS CO., LTD. Shareholding of Directors

ASIA VITAL COMPONENTS CO., LTD. Rules of Procedure for Shareholders Meetings

Other matters

More from AVC

AVC AGM Information 2021