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DELTA AGM Information 2022

Jun 24, 2022

52000_rns_2022-06-24_da1708c6-16d9-417a-bfda-8d3f9febe955.pdf

AGM Information

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Delta Electronics, Inc. ("Company") Minutes of 2022 Annual General Shareholders' Meeting

(Translation)

Time: 10:00 AM, June 14, 2022

Place: Auditorium, 8F., No.16, Tungyuan Road, Chungli District, Taoyuan City

Quorum: 2,330,500,020 shares were represented by the shareholders and proxies present, which amounted to 89.71% of the Company’s 2,597,543,329 issued and outstanding shares.

Board Members Present: Yancey Hai, Bruce CH Cheng, Mark Ko, Ping Cheng, Simon Chang, Victor Cheng (via video conference), Ji-Ren Lee (Independent Director), Jack J. T. Huang (Independent Director) (via video conference), Shyue-Ching Lu (Independent Director) (via video conference), Rose Tsou (Independent Director) (via video conference), 10 members of the Board of Directors (including 4 Independent Directors) are present.

Attendance: CPA, Ms. Lin, Yu-Kuan, PricewaterhouseCoopers, Senior Manager, Mr. Roger Wang, PricewaterhouseCoopers, Attorneys-at-Law, Mr. James Chen, Lee and Li, Corporate CFO, Mr. Beau Yu and Chief Legal Officer, Mr. Karl Yeh

Chairman: Yancey Hai, Chairman of the Board of Directors

Recorder: Yichun Chen

Commencement: (The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.)

Salute according to the etiquette

Chairman’s speech: (omitted)

1

1. Report Items

  • (1) 2021 Operation Results (Please refer to Appendix 1)

  • (2) 2021 Financial Results (Please refer to Appendix 2 and 3)

  • (3) Audit Committee's Review Opinions on 2021 Annual Final Accounting Books and Statements (Please refer to Appendix 4)

  • (4) Report on 2021 Employees' and Directors' Compensation The Company's annual profit in 2021 is NT$32,709,989,547, of which 7.8% is allocated as the employees' compensation in cash totaling NT$2,545,648,687 and 0.14% is allocated as the directors' compensation totaling NT$44,600,000.

  • (5) Report on Short-form Merger between Delta Electronics, Inc. and Allied Material Technology Corp.

  • To improve the group's management efficiency and simplify the corporate structure, the Company merged with its 99.97% owned subsidiary Allied Material Technology Corp. The resolution passed by both Boards of Directors held on February 24, 2022. The effective date of the merger is May 1, 2022. Upon the merger, the Company is the surviving company, while Allied Material Technology Corp. is the dissolved company.

  • (6) Report on Issuance of Unsecured Ordinary Corporate Bond.

  • a) In order to replenish working capital, repay debt and/or support capital expenditures related to business expansion and other medium and long-term funding needs, the Board of Directors of the Company approved the issuance of unsecured ordinary corporate bond and/or sustainable bond on February 24, 2022. The aggregate amount does not exceed NT$50 billion, which may be issued once or in installments within one year from the date of the resolution of the Board of Directors.

  • b) The Company issued the 1st issuance of unsecured ordinary corporate bond in 2022 (1111) with totaling amount NT$6.6 billion that are comprised of 2 Tranches, Tranche A and Tranche B, according to different issuance period. It has been effective registration on March 29, 2022 upon the letter No. 11100019761 issued by the Taipei Exchange. The amount issued for Tranche A is NT$5.9 billion and the amount issued for Tranche B is NT$0.7 billion. The status of issuance of the unsecured ordinary corporate bond is as below:

2

Status of issuance of corporate bonds:

tatus of issuance of corporate bonds: tatus of issuance of corporate bonds:
Unit: NT$1,000
Domestic Unsecured Bond(111-1)
Type of Corporate Bonds
Tranche A Tranche B
Issue Date 2022/04/07 2022/04/07
Denomination 1,000
Offering Price At Par
Total Amount 5,900,000 700,000
Coupon 0.85% 0.90%
5 years 7 years
Tenure & Maturity Date
Maturity:2027/04/07 Maturity:2029/04/07
Guarantor None
Trustee CTBC Bank Co., Ltd.
Underwriter CTBC Bank Co., Ltd.
Legal Counsel True Honesty International Law Offices
Auditor PricewaterhouseCoopers, Taiwan
Repayment Bullet Repayment
Outstanding 5,900,000 700,000
Redemption or EarlyRepayment Clause None
Covenants None
Credit Rating Agency, Rating Date and Rating
N/A
Result
As of April 28, 2022, amount of
converted or exchanged
N/A
Other Rights of
common shares, GDRs or
Bondholders other securities
Conversion Right None
Dilution Effect and Other Adverse Effects on
None
ExistingShareholders
Custodian None

(The registered number of shareholder who raised questions was 398956. The questions and answers were omitted. Regarding the questions and relevant suggestions by the shareholder, the Chairman had fully explained in detail in the meeting. The Company has also kept record of the questions and answers for future reference.)

3

(The registered number of shareholder who raised questions was 110661. The questions and answers were omitted. Regarding the questions and relevant suggestions by the shareholder, the Chairman had fully explained in detail in the meeting. The Company has also kept record of the questions and answers for future reference.)

2. Proposal Items

  • (1) Adoption of the 2021 Annual Final Accounting Books and Statements (Proposed by the Board of Directors)

Explanation:

  • a) This Company's 2021 Annual Final Accounting Books and Statements, including the Business Report, Parent Company Only Financial Statements and Consolidated Financial Statements (please refer to Appendix 1~3) had been resolved by the Board and Directors and reviewed by the Company's Audit Committee, of which the Parent Company Only Financial Statements and the Consolidated Financial Statements had been audited by CPA, Lin, Yu-Kuan and CPA, Chou, Chien-Hung from PricewaterhouseCoopers, Taiwan. The Company's Audit Committee has found no discrepancies after a thorough review and has made a written review report.

  • b) It is proposed by the Board of Directors to submit the 2021 Annual Final Accounting Books and Statements to this Annual General Shareholders’ Meeting for adoption.

Resolution:

Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,330,500,020 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,141,070,768, among which 1,420,178,252 was exercised by electronic transmission, the number of voting rights for rejection is 1,521,118, the number of invalid votes is 0, the number of voting rights for abstention is 187,908,134, and 91.87% of the total voting rights voted for approval when votes were cast).

  • (2) Adoption of the 2021 Earnings Distribution

  • (Proposed by the Board of Directors)

Explanation:

  • a) The 2021 Earnings Distribution Table is compiled as follows in accordance with Company Act and the Company's Articles of Incorporation and has been approved by the Audit Committee and the Board of Directors on February 24, 2022.

  • b) The Board of Director proposed to set aside NT$14,286,488,310 for cash dividends. According to the number of shares issued and entitled to distribution totaling 2,597,543,329, the cash dividends of NT$5.5 per share will be distributed. The Board of Directors authorized the Chairman subject to the approval of Annual General Shareholders' Meeting to set a record date on which the proposed cash dividend would be distributed according to

4

the shareholding ratio of shareholders appeared in the register of shareholders on the designated record date of distribution. In the event that the proposed earnings distribution approved is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a change in common shares (such as, buyback of shares for transfer or cancellation, domestic capital increase by cash, and exercise of employee stock options), it is proposed that the Chairman be authorized to adjust the cash dividends to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

  • c) It is proposed by the Board of Directors to submit the 2021 Earnings Distribution to this Annual General Shareholders’ Meeting for adoption.

Delta Electronics, Inc. 2021 Earnings Distribution Table

Item Description Unit: NT$ Amount
Net profit after tax for the year 2021
Subtract: Setting aside 10% legal reserve
Setting aside special reserves
Earnings available for distribution by the end of 2021
Add: Retained earnings in the beginning of 2021
Actuarial profit on defined benefit plan in 2021
Earnings available for distribution by the end of the fiscal year
(Note 1)
Distribution Items:
Shareholders' dividends - Cash
Undistributed earnings by the end of 2021
NT$5.5 per share 26,796,301,966
2,688,553,299
3,623,514,359
20,484,234,308
26,737,168,139
89,231,022
47,310,633,469
14,286,488,310
33,024,145,159

(Note 1) The principle of 2021 earnings distribution: earnings available for distribution by the end of the fiscal year shall be distributed first.

(Note 2) Cash dividends distributed are rounded up to NT$1. The total amount of fractional cash dividends less than NT$1 shall be reversed to undistributed earnings.

Chairman: Yancey Hai Manager: Ping Cheng Chief Accounting Officer: Beau Yu

5

Resolution:

Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,330,500,020 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,144,594,509, among which 1,423,701,993 was exercised by electronic transmission, the number of voting rights for rejection is 112,676, the number of invalid votes is 0, the number of voting rights for abstention is 185,792,835, and 92.02% of the total voting rights voted for approval when votes were cast).

3. Discussion Items

  • (1) Discussion of the Amendments to the Articles of Incorporation

  • (Proposed by the Board of Directors)

Explanation:

  • a) In order to accommodate the Company's business practice, it is proposed to amend certain provisions of the Articles of Incorporation. Please see the comparison table of revised articles of the Articles of Incorporation for the detailed revisions.

  • b) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Articles of Incorporation

Article Article after revision Article before revision Explanation
Article 12-1 The
shareholders’
meeting
of
the
Company may be held by means of
visual communication network or other
methods promulgated by the central
competent authority.
(New) Addition of the article
due
to
the
Company's business
needs.
Article 33 These Articles of Incorporation were
enacted on July 28, 1975. (the 1stthrough
49threvision dates have been omitted for
simplicity) The fiftieth amendment was
made on June 11, 2018; The fifty-first
amendment was made on June 14, 2022.
These Articles of Incorporation were
enacted on July 28, 1975. (the 1stthrough
49threvision dates have been omitted for
simplicity) The fiftieth amendment was
made on June 11, 2018.
Addition of the 51st
revision date.

Resolution:

Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,330,500,020 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,076,557,538, among which 1,355,665,022 was exercised by electronic transmission, the number of voting rights for rejection is 39,263,730, the number of invalid votes is 0, the number of voting rights for abstention is 214,678,752, and 89.10% of the total voting rights voted for approval when votes were cast).

6

  • (2) Discussion of the Amendments to the Shareholders' Meeting Rules and Procedures (Proposed by the Board of Directors)

Explanation:

  • a) It is proposed to amend certain provisions of the Shareholders' Meeting Rules and Procedures in order to comply with the amendments to the “Sample Template for XX Co., Ltd. Rules of Procedure for Shareholders Meetings Regulations Governing Shareholders' Meeting Rules and Procedures” announced by the Taiwan Stock Exchange and take practical operation into consideration. Please see the comparison table of revised articles of the Shareholders' Meeting Rules and Procedures for the detailed revisions.

  • b) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Shareholders' Meeting Rules and Procedures

Article Article after revision Article before revision Explanation
Article 3 The Company's shareholders' meeting
shall be convened by the Board of
Directors unless applicable laws and
regulations provide otherwise.
Changes to how the Company convenes
its shareholders’meeting shall be
resolved by the Board of Directors, and
shall be made no later than mailing of the
shareholders’meeting notice.
(the rest is omitted)
The Company's shareholders' meeting
shall be convened by the Board of
Directors unless applicable laws and
regulations provide otherwise.
(the rest is omitted)
1. The
previous
paragraph of the
first, and the third
to the tenth are
not revised.
2. Addition of the
second
paragraph
in
order
for
shareholders
to
be informed the
changes to how
the
Company
convenes
its
shareholders’
meeting.
Article 5 Shareholders' meetings shall be held at
the Company's premises or at another
place that is convenient for shareholders
to attend and suitable for such a meeting.
The meeting shall not start earlier than
9:00 AM or later than 3:00 PM.
The restrictions on the place of the
meeting shall not apply when the
Company
convenes
a
virtual-only
shareholders’meeting.
Shareholders' meetings shall be held at
the Company's premises or at another
place that is convenient for shareholders
to attend and suitable for such a meeting.
The meeting shall not start earlier than
9:00 AM or later than 3:00 PM.
Addition
of
the
second paragraph in
order to stipulate that
there is no restriction
on the place of the
meeting
when
a
company
holds
a
virtual-only
shareholders’
meeting.
Article 6 The Companyshall,in the notification of The Companyshall,in the notification of 1. Revision of the

7

Article Article after revision Article before revision Explanation
the
shareholders'
meeting,
specify
attending shareholders' check-in time
and place for such meeting and other
important matters.
The
check-in
time
for
attending
shareholders shall commence from at
least thirty minutes before the meeting.
There shall be clear signs and sufficient
and adequate staffs in the check-in
place.
For
virtual
shareholders’
meetings, shareholders may begin to
register on the virtual meeting platform
thirty (30) minutes before the meeting
starts.
Shareholders
completing
registration will be deemed as attend the
shareholders’meeting in person.
Attending
shareholders
or
their
appointed proxies (hereafter referred to
as "shareholders") shall be admitted to
the shareholders' meeting on the basis
of
attendance
passes,
attendance
cards, or other attendance documents;
those persons soliciting proxy forms
shall be required to present identification
documents for checking identities.
The Company shall provide a sign-in
book allowing attending shareholders to
sign in or require attending shareholders
to submit attendance cards in lieu of
signing in.
The Company shall provide meeting
agenda, annual reports, attendance
passes, speech notes, ballots, and other
meeting
materials
to
shareholders
attending the shareholders' meeting;
ballots shall be given to attending
shareholders when the election of
directors
(including
independent
directors) is to be held.
When thegovernment or a legal entityis
the
shareholders'
meeting,
specify
attending shareholders' check-in time
and place for such meeting and other
important matters.
The
check-in
time
for
attending
shareholders shall commence from at
least thirty minutes before the meeting.
There shall be clear signs and sufficient
and adequate staffs in the check-in
place.
Attending
shareholders
or
their
appointed proxies (hereafter referred to
as "shareholders") shall be admitted to
the shareholders' meeting on the basis
of
attendance
passes,
attendance
cards, or other attendance documents;
those persons soliciting proxy forms
shall be required to present identification
documents for checking identities.
The Company shall provide a sign-in
book allowing attending shareholders to
sign in or require attending shareholders
to submit attendance cards in lieu of
signing in.
The Company shall provide meeting
agenda, annual reports, attendance
passes, speech notes, ballots, and other
meeting
materials
to
shareholders
attending the shareholders' meeting;
ballots shall be given to attending
shareholders when the election of
directors
(including
independent
directors) is to be held.
When the government or a legal entity is
a
shareholder,
more
than
one
representative
may
attend
the
shareholders' meeting. However, a legal
entity serving as proxy to attend a
shareholders' meeting may appoint only
one
representative
to
attend
the
second
paragraph
in
order to specify
the
time
and
procedure
of
registration
for
shareholders
who are intended
to attend virtual
shareholders’
meetings.
2. Addition of the
seventh
paragraph
in
order to enable
shareholders
attending a virtual
shareholders’
meeting to read
the
meeting
agenda,
annual
report and other
meeting
materials.

8

Article Article after revision Article before revision Explanation
a
shareholder,
more
than
one
representative
may
attend
the
shareholders' meeting. However, a legal
entity serving as proxy to attend a
shareholders' meeting may appoint only
one
representative
to
attend
the
meeting.
In the event of a virtual shareholders’
meeting, the Company shall upload the
meeting agenda, annual report and other
meeting materials to the virtual meeting
platform at least thirty (30) minutes
before the meeting starts, and keep this
information disclosed until the end of the
meeting.
meeting.
Article 9 Attendance at shareholders' meeting
shall be determined based on the
number of shares. The number of
attending shares shall be calculated
based on the sign-in book or attendance
cards submitted by shareholders, and
the shares checked in on the virtual
meeting platform, plus the number of
shares whose voting rights are exercised
by correspondence or electronically.
The chairman shall call the meeting to
order at the time scheduled for the
meeting. If the number of shares
represented
by
the
attending
shareholders has not yet constituted
more than one-half of all issued and
outstanding shares at the time scheduled
for the meeting, the chairman may
postpone the time for the meeting. The
postponements shall be limited to two
times at the most and the meeting shall
not be postponed for longer than one
hour in the aggregate. If after two
postponements the number of shares
represented
by
the
attending
Attendance at shareholders' meeting
shall be determined based on the
number of shares. The number of
attending shares shall be calculated
based on the sign-in book or attendance
cards submitted by shareholders plus the
number of shares whose voting rights are
exercised
by
correspondence
or
electronically.
The chairman shall call the meeting to
order at the time scheduled for the
meeting. If the number of shares
represented
by
the
attending
shareholders has not yet constituted
more than one-half of all issued and
outstanding shares at the time scheduled
for the meeting, the chairman may
postpone the time for the meeting. The
postponements shall be limited to two
times at the most and the meeting shall
not be postponed for longer than one
hour in the aggregate. If after two
postponements the number of shares
represented
by
the
attending
shareholders has notyet constituted
1. Revision of the
first paragraph in
order to stipulate
that
when
a
company holds a
virtual
shareholders’
meetings,
the
total number of
shares checked
in on the virtual
meeting platform
should
be
counted in.
2. Revision of the
second
paragraph
because of that
when a company
holds
a
virtual
shareholders’
meeting, if the
chairman
declares
the
meeting

9

Article Article after revision Article before revision Explanation
shareholders has not yet constituted
more than one-third of all issued and
outstanding shares, the chairman shall
announce the termination of the meeting.
In the event of a virtual shareholders’
meeting, the Company shall also declare
the meeting adjourned at the virtual
meeting platform.
If after two postponements the number of
attending shares represented by the
attending shareholders has not yet
constituted more than one-half of all
issued and outstanding shares but the
attending shareholders at the meeting
represent more than one-third of all
issued
and
outstanding
shares,
provisional resolutions may be made in
accordance with Article 175, Paragraph 1
of the Company Law, and shareholders
shall be notified to attend another
shareholders' meeting to approve the
said provisional resolutions within one
month.In the event of a virtual
shareholders’
meeting,
shareholders
intending to attend the meeting online
shall re-register to the Company.
If the attending shareholders have
constituted more than one-half of all
issued and outstanding shares by the
end of the meeting, the chairman may
submit
the
foregoing
provisional
resolutions to the meeting for approval in
accordance with Article 174 of the
CompanyLaw.
more than one-third of all issued and
outstanding shares, the chairman shall
announce the termination of the meeting.
If after two postponements the number of
attending shares represented by the
attending shareholders has not yet
constituted more than one-half of all
issued and outstanding shares but the
attending shareholders at the meeting
represent more than one-third of all
issued
and
outstanding
shares,
provisional resolutions may be made in
accordance with Article 175, Paragraph 1
of the Company Law, and shareholders
shall be notified to attend another
shareholders' meeting to approve the
said provisional resolutions within one
month.
If the attending shareholders have
constituted more than one-half of all
issued and outstanding shares by the
end of the meeting, the chairman may
submit
the
foregoing
provisional
resolutions to the meeting for approval in
accordance with Article 174 of the
Company Law.
adjourned,
the
chairman
shall
also declare the
meeting
adjourned at the
virtual
meeting
platform to notify
the shareholders
immediately.
3. Revision of the
third
paragraph
because of that
when a company
convenes
a
separate
shareholders’
meeting
by
provisional
resolutions,
shareholders
intending
to
attend
the
meeting
online
shall
re-register
to the company.
Article 11 (Omitted for the first paragraph to the
ninth paragraph)
Where a virtual shareholders’meeting is
convened, shareholders attending the
virtual
meeting
online
may
raise
questions in writing at the virtual meeting
(Omitted for the first paragraph to the
ninth paragraph)
Addition of the tenth
paragraph in order
to specify the way,
procedures and
restrictions of raising
questions for

10

Article Article after revision Article before revision Explanation
platform from the chair declaring the
meeting open until the chair declaring
the meeting adjourned. No more than
two questions for the same proposal
may be raised. Each question shall
contain no more than 200 words. The
regulations in paragraphs 1 to 7 do not
apply.
shareholders who
attend the virtual
meeting online.
Article 19 In the event of a virtual shareholders’
meeting, the Company shall disclose
real-time results of votes and election
immediately after the end of the voting
session on the virtual meeting platform
according to the regulations, and this
disclosure shall continue at least fifteen
(15) minutes after the chair has
announced the meeting adjourned.
These Rules and Procedure shall be
effective from the date they are approved
by the shareholders' meeting. The same
applies in the case of amendments.
1. Addition of this
article in order to
enable
shareholders who
attend the virtual
meeting online
immediately
acknowledge
real-time results
of votes and
election of each
proposal.
2. The previous
paragraph of the
nineteenth is
adjusted to the
twentyfirst.
Article 20 In the event of a virtual shareholders’
meeting, if the virtual meeting platform or
participation in the virtual meeting is
obstructed due to natural disasters,
accidents or other force majeure events
before the chairman has announced the
meeting adjourned, and the obstruction
continues for more than thirty (30)
minutes, the meeting shall be postponed
to or resumed on another date within five
days, in which case Article 182 of the
Company Act shall not apply.
When the Company convenes a hybrid
shareholders’meeting, and the virtual
meeting cannot continue as described in
(New) Addition of the article
in order to stipulate
that
where
the
shareholders’
meeting is a virtual
shareholders’
meeting, if the virtual
meeting platform or
participation in the
virtual
meeting
is
obstructed due to
natural
disasters,
accidents or other
force majeure events
before the chairman

11

Article Article after revision Article before revision Explanation
the first paragraph, if the total number of
shares represented at the meeting, after
deducting
those
represented
by
shareholders
attending
the
virtual
shareholders’meeting online, still meets
the minimum legal requirement for a
shareholders’
meeting,
then
the
shareholders’meeting shall continue,
and not postponement or resumption
thereof under the first paragraph is
required.
has announced the
meeting adjourned,
and the obstruction
continues for more
than
thirty
(30)
minutes, the meeting
shall be postponed
to or resumed on
another date within
five days, in which
case Article 182 of
the Company Act
shall not apply.
Article 21 These Rules and Procedure shall be
effective from the date they are approved
by the shareholders'meeting. The same
applies in the case of amendments.
(New) The
previous
paragraph
of
the
nineteenth
is
adjusted
to
the
twentyfirst.

Resolution:

Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,330,500,020 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,091,705,874, among which 1,370,813,358 was exercised by electronic transmission, the number of voting rights for rejection is 24,202,628, the number of invalid votes is 0, the number of voting rights for abstention is 214,591,518, and 89.75% of the total voting rights voted for approval when votes were cast).

  • (3) Discussion of the Amendments to the Operation Procedures of Acquisition or Disposal of Assets (Proposed by the Board of Directors)

Explanation:

  • a) It is proposed to amend certain provisions of the Operating Procedures of Acquisition or Disposal of Assets in order to comply with the amendments to the Regulations Governing the Acquisition and Disposal of Assets by Public Companies announced by the Financial Supervisory Commission. Please see the comparison table of revised articles of the Operating Procedures of Acquisition or Disposal of Assets for the detailed revisions.

  • b) The proposed amendments are submitted for discussion.

12

Comparison Table of Revised Articles of the Operating Procedures of Acquisition or Disposal of Assets

Article Article after revision Article before revision Explanation
Article 10 When
acquiring
or
disposing
of
securities, the Company shall, prior to the
date of occurrence of the event, first
obtain the latest audited or reviewed
financial statement of the issue company
for
reference
in
appraising
the
transaction price. If the transaction
amount reaches 20% of the Company's
paid-in capital or NT$300 million or more,
the Company shall, prior to the date of
occurrence of the event, appoint an
accountant to render an opinion on the
reasonableness of the transaction price.
This
requirement
does
not
apply,
however, to publicly quoted prices of
securities that have an active market, or
where otherwise provided by regulations
of the Competent Authority.
When
acquiring
or
disposing
of
securities, the Company shall, prior to the
date of occurrence of the event, first
obtain the latest audited or reviewed
financial statement of the issue company
for
reference
in
appraising
the
transaction price. If the transaction
amount reaches 20% of the Company's
paid-in capital or NT$300 million or more,
the Company shall, prior to the date of
occurrence of the event, appoint an
accountant to render an opinion on the
reasonableness of the transaction price.
If the accountant needs to use an
expert's report, the accountant shall do
so in accordance with the provisions of
the Statement of Auditing Standards No.
20
published
by
the
Accounting
Research and Development Foundation
(the"ARDF").This requirement does not
apply, however, to publicly quoted prices
of securities that have an active market,
or
where
otherwise
provided
by
regulations of the Competent Authority.
Revision
of
the
article in accordance
with
the
revised
Article 5 of the "
Regulations
Governing
the
Acquisition
and
Disposal of Assets
by
Public
Companies " that
has been added to
require
external
experts
to
issue
opinions
following
the self-discipline of
their
own
trade
associations and it
has
covered
the
procedures
for
accountants to issue
opinions.
Article 11 The Company shall comply with the
following guidelines with regard to the
acquisition or disposal of real property,
equipment or its right-of-use assets:
When
acquiring
or
disposing
real
property, equipment or its right-of-use
assets, if the transaction amount reaches
20% of the Company's paid-in capital or
NT$300 million or more, except for
transacting with a domestic government
agency, engaging others to build on its
own land, engaging others to build on
leased land,or acquiringequipment for
The Company shall comply with the
following guidelines with regard to the
acquisition or disposal of real property,
equipment or its right-of-use assets:
When
acquiring
or
disposing
real
property, equipment or its right-of-use
assets, if the transaction amount reaches
20% of the Company's paid-in capital or
NT$300 million or more, except for
transacting with a domestic government
agency, engaging others to build on its
own land, engaging others to build on
leased land,or acquiringequipment for
The
reason
of
revision is the same
as the Article 10.

13

Article Article after revision Article before revision Explanation
operating use or its right-of-use assets,
the Company shall, prior to the date of
occurrence of the event, obtain an
appraisal report from a professional
appraiser and shall further comply with
the following provisions:
1. Where due to special circumstances a
limited
price,
specific
price
or
specified price should be used as
reference price in determining the
transaction price, such transaction
shall be submitted for approval by the
Board of Directors in advance, and the
same procedures shall also be
followed whenever there is any
subsequent change to the terms and
conditions of the transaction.
2. If the transaction amount is NT$1
billion or more, the Company shall
obtain appraisal reports from at least
two professional appraisers.
3. If
the
professional
appraiser’s
appraisal results revealed any of the
following circumstances, unless all
the appraisal results for the assets to
be acquired are higher than the
transaction
amount,
or
all
the
appraisal results for the assets to be
disposed of are lower than the
transaction amount, the Company
shall appoint an accountant to render
a specific opinion regarding the cause
of
the
differences
and
the
reasonableness of the transaction
price:
(1) Where the difference between the
appraisal
result
and
the
transaction amount is 20% or
more of the transaction amount.
(2)Where the difference between the
operating use or its right-of-use assets,
the Company shall, prior to the date of
occurrence of the event, obtain an
appraisal report from a professional
appraiser and shall further comply with
the following provisions:
1. Where due to special circumstances a
limited
price,
specific
price
or
specified price should be used as
reference price in determining the
transaction price, such transaction
shall be submitted for approval by the
Board of Directors in advance, and the
same procedures shall also be
followed whenever there is any
subsequent change to the terms and
conditions of the transaction.
2. If the transaction amount is NT$1
billion or more, the Company shall
obtain appraisal reports from at least
two professional appraisers.
3. If
the
professional
appraiser’s
appraisal results revealed any of the
following circumstances, unless all
the appraisal results for the assets to
be acquired are higher than the
transaction
amount,
or
all
the
appraisal results for the assets to be
disposed of are lower than the
transaction amount, the Company
shall
appoint
an
accountant
to
conduct the appraisal in accordance
with the provisions of Statement of
General Auditing Procedures No. 20
published by the ARDF andrender a
specific opinion regarding the cause
of
the
differences
and
the
reasonableness of the transaction
price:
(1)Where the difference between the

14

Article Article after revision Article before revision Explanation
appraisal results of two or more
professional appraisers is 10% or
more of the transaction amount.
(the rest is omitted)
appraisal
result
and
the
transaction amount is 20% or
more of the transaction amount.
(2) Where the difference between the
appraisal results of two or more
professional appraisers is 10% or
more of the transaction amount.
(the rest is omitted)
Article 12 Procedures governing transactions with
a related party are as follows:
1. When the Company acquires or
disposes of assets from or to a related
party, in addition to complying with the
requirements set forth in Article 10,
Article 11 and Article 13 and following
required resolution procedures and
assessing the reasonableness of the
transaction terms and other relevant
matters in accordance with the
following provisions, if the transaction
amount
reaches
10%
of
the
Company's total assets, the Company
shall also obtain an appraisal report
from a professional appraiser or an
accountant's opinion in accordance
with Article 10, Article 11 and Article
13.
The aforementioned calculation of the
transaction amount shall be made in
accordance with Article 13-1 hereof.
Furthermore,
when
determining
whether the transaction counterparty
is a related party, in addition to legal
formalities, the Company shall take
into consideration of the substance of
the
relationship
between
the
transaction parties.
2. Appraisal and operating procedures:
Where the Company acquires or
disposes of realpropertyor its right-
Procedures governing transactions with
a related party are as follows:
1. When the Company acquires or
disposes of assets from or to a related
party, in addition to complying with the
requirements set forth in Article 10,
Article 11 and Article 13 and following
required resolution procedures and
assessing the reasonableness of the
transaction terms and other relevant
matters in accordance with the
following provisions, if the transaction
amount
reaches
10%
of
the
Company's total assets, the Company
shall also obtain an appraisal report
from a professional appraiser or an
accountant's opinion in accordance
with Article 10, Article 11 and Article
13.
The aforementioned calculation of the
transaction amount shall be made in
accordance with Article 13-1 hereof.
Furthermore,
when
determining
whether the transaction counterparty
is a related party, in addition to legal
formalities, the Company shall take
into consideration of the substance of
the
relationship
between
the
transaction parties.
2. Appraisal and operating procedures:
Where the Company acquires or
disposes of realpropertyor its right-
Revision
of
this
article in order to
strengthen
the
management
of
related
party
transactions
and
protect the rights of
minority
shareholders
of
public companies to
express
their
opinions
on
transactions
between
the
Company
and
related
parties
pursuant
to
the
addition
of
paragraph
5
in
Article 15 of the "
Regulations
Governing
the
Acquisition
and
Disposal of Assets
by
Public
Companies."

15

Article Article after revision Article before revision Explanation
of-use assets from or to a related
party, or acquires or disposes of
assets other than real property or its
right-of-use assets from or to a related
party where the transaction amount
reaches 20% of the Company's paid-
in capital, 10% of the Company's total
assets, or NT$300 million, except for
trading
of
domestic
government
bonds or bonds under repurchase
and
resale
agreements,
or
subscription
or
repurchase
of
domestic money market funds issued
by
securities
investment
trust
enterprises,
the
Company
may
proceed to enter into a transaction
contract
and
make
only
after
submitting the following information to
the Audit Committee and obtaining
approval by one-half or more of all
Audit Committee members and, after
submitting the same to the Board of
Directors, obtaining approval from the
Board of Directors, and paragraphs 2
and 3 of Article 2 shall apply mutatis
mutandis:
(1) The
purpose,
necessity
and
estimated
benefits
of
the
acquisition or disposal of assets.
(2) The reason for choosing the
related party as the transaction
counterparty.
(3) With respect to the acquisition of
real property or its right-of-use
assets from a related party,
information regarding appraisal of
the
reasonableness
of
the
preliminary transaction terms in
accordance with the provisions of
items(1)to(4)and(6)of
of-use assets from or to a related
party, or acquires or disposes of
assets other than real property or its
right-of-use assets from or to a related
party where the transaction amount
reaches 20% of the Company's paid-
in capital, 10% of the Company's total
assets, or NT$300 million, except for
trading
of
domestic
government
bonds or bonds under repurchase
and
resale
agreements,
or
subscription
or
repurchase
of
domestic money market funds issued
by
securities
investment
trust
enterprises,
the
Company
may
proceed to enter into a transaction
contract
and
make
only
after
submitting the following information to
the Audit Committee and obtaining
approval by one-half or more of all
Audit Committee members and, after
submitting the same to the Board of
Directors, obtaining approval from the
Board of Directors, and paragraphs 2
and 3 of Article 2 shall apply mutatis
mutandis:
(1) The
purpose,
necessity
and
estimated
benefits
of
the
acquisition or disposal of assets.
(2) The reason for choosing the
related party as the transaction
counterparty.
(3) With respect to the acquisition of
real property or its right-of-use
assets from a related party,
information regarding appraisal of
the
reasonableness
of
the
preliminary transaction terms in
accordance with the provisions of
items(1)to(4)and(6)of

16

Article Article after revision Article before revision Explanation
subparagraph 3 of this Article 12.
(4) The date and price at which the
related party originally acquired
the real property, the original
transaction counterparty, and that
transaction
counterparty's
relationship to the Company and
the related party.
(5) Monthly cashflow forecasts for the
year
beginning
from
the
anticipated month of execution of
the contract, and evaluation of the
necessity of the transaction, and
reasonableness of the use of
funds.
(6) An
appraisal
report
from
a
professional
appraiser
or
an
accountant's opinion obtained in
accordance with this Article.
(7) Restrictive covenants and other
important terms in connection with
the transaction.
If the Company or a subsidiary of a
non-domestic public company has the
transaction as set forth in the first
paragraph and the transaction amount
is more than 10% of the Company's
total assets, the Company shall
submit the materials listed in the first
paragraph
to
the
shareholders'
meeting for approval before signing
contacts
and
making
payment.
However, it does not apply to the
transaction between the Company
and its subsidiaries or between
subsidiaries.
The aforementioned calculation of the
transaction amount shall be made in
accordance with subparagraph 7 of
paragraph 1 of Article 17 hereof,and
subparagraph 3 of this Article 12.
(4) The date and price at which the
related party originally acquired
the real property, the original
transaction counterparty, and that
transaction
counterparty's
relationship to the Company and
the related party.
(5) Monthly cashflow forecasts for the
year
beginning
from
the
anticipated month of execution of
the contract, and evaluation of the
necessity of the transaction, and
reasonableness of the use of
funds.
(6) An
appraisal
report
from
a
professional
appraiser
or
an
accountant's opinion obtained in
accordance with this Article.
(7) Restrictive covenants and other
important terms in connection with
the transaction.
The aforementioned calculation of the
transaction amount shall be made in
accordance with subparagraph 7 of
paragraph 1 of Article 17 hereof, and
"within the preceding year" as used
herein refers to the year preceding the
date of occurrence of the current
transaction. Items that have been
submitted to and approved by the
audit committee and the Board of
Directors in accordance with the
Operating Procedures need not be
counted toward the said transaction
amount and shall be subject to mutatis
mutandis application of Article 2,
paragraphs 2 and 3.
(the rest is omitted)

17

Article Article after revision Article before revision Explanation
"within the preceding year" as used
herein refers to the year preceding the
date of occurrence of the current
transaction. Items that have been
submitted to and approved by the
audit committee and the Board of
Directors as well as the shareholders’
meetingin accordance with the
Operating Procedures need not be
counted toward the said transaction
amount and shall be subject to mutatis
mutandis application of Article 2,
paragraphs 2 and 3.
(the rest is omitted)
Article 13 The Company shall comply with the
following guidelines with regard to the
acquisition or disposal of intangible
assets or its right-of-use assets or
membership certificates:
When the Company acquires or disposes
of intangible assets or its right-of-use
assets or membership certificates and
the transaction amount reaches 20% of
the Company's paid-in capital or NT$300
million or more, except for transacting
with a domestic government agency, the
Company shall, prior to the date of
occurrence of the event, appoint an
accountant to render an opinion on the
reasonableness of the transaction price.
The Company shall comply with the
following guidelines with regard to the
acquisition or disposal of intangible
assets or its right-of-use assets or
membership certificates:
When the Company acquires or disposes
of intangible assets or its right-of-use
assets or membership certificates and
the transaction amount reaches 20% of
the Company's paid-in capital or NT$300
million or more, except for transacting
with a domestic government agency, the
Company shall, prior to the date of
occurrence of the event, appoint an
accountant to render an opinion on the
reasonableness of the transaction price.
The accountant so appointed shall act in
accordance with Statement of General
Auditing Procedures No. 20 published by
the ARDF accordingly.
The
reason
of
revision is the same
as the Article 10.
Article 17 Items to be publicly announced and
reported and requirements for public
announcement and reporting are as
follows:
1. Acquisition
or
disposal
of
real
propertyor its right-of-use assets
Items to be publicly announced and
reported and requirements for public
announcement and reporting are as
follows:
1. Acquisition
or
disposal
of
real
propertyor its right-of-use assets
Revision
of
this
article in order to
relax the trading of
foreign government
bonds whose credit
ratingis not lower

18

Article Article after revision Article before revision Explanation
from or to a related party, or
acquisition or disposal of assets other
than real property or its right-of-use
assets from or to a related party
where
the
transaction
amount
reaches 20% of the Company's paid-
in capital, 10% of the Company's total
assets, or NT$300 million; provided,
however, that this paragraph shall not
apply
to
trading
of
domestic
government bonds or bonds under
repurchase and resale agreements,
or subscription or repurchase of
domestic money market funds issued
by
securities
investment
trust
enterprises.
2. Merger
or
consolidation,
split,
acquisition, or assignment of shares.
3. Any losses from derivatives trading
which reaches the limits on aggregate
losses
or
losses
for
individual
contracts
under
the
operating
procedures
promulgated
by
the
Company.
4. Where equipment or its right-of-use
assets
for
operational
use
are
acquired or disposed of, and the
transaction counterparty is not a
related party, and the transaction
amount is NT$1 billion or more.
5. Acquisition
or
disposal
of
real
property
under
arrangement
of
commissioned construction on self-
owned
or
leased
land,
joint
construction and allocation of housing
units, joint construction and allocation
of ownership percentages, or joint
construction and separate sale, and
furthermore
the
transaction
counterpartyis not a relatedparty,
from or to a related party, or
acquisition or disposal of assets other
than real property or its right-of-use
assets from or to a related party
where
the
transaction
amount
reaches 20% of the Company's paid-
in capital, 10% of the Company's total
assets, or NT$300 million; provided,
however, that this paragraph shall not
apply
to
trading
of
domestic
government bonds or bonds under
repurchase and resale agreements,
or subscription or repurchase of
domestic money market funds issued
by
securities
investment
trust
enterprises.
2. Merger
or
consolidation,
split,
acquisition, or assignment of shares.
3. Any losses from derivatives trading
which reaches the limits on aggregate
losses
or
losses
for
individual
contracts
under
the
operating
procedures
promulgated
by
the
Company.
4. Where equipment or its right-of-use
assets
for
operational
use
are
acquired or disposed of, and the
transaction counterparty is not a
related party, and the transaction
amount is NT$1 billion or more.
5. Acquisition
or
disposal
of
real
property
under
arrangement
of
commissioned construction on self-
owned
or
leased
land,
joint
construction and allocation of housing
units, joint construction and allocation
of ownership percentages, or joint
construction and separate sale, and
furthermore
the
transaction
counterpartyis not a relatedparty,
than our country's
sovereign rating and
also exempt from
public
announcement and
reporting regulations
pursuant to the "
Regulations
Governing
the
Acquisition
and
Disposal of Assets
by
Public
Companies."

19

Article Article after revision Article before revision Explanation
and the transaction amount to be
invested by the Company is NT$500
million or more.
6. Other asset transactions other than
those referred to in the preceding five
subparagraphs,
disposal
of
receivables by a financial institution,
or investment in the Mainland China
area, and the transaction amount of
which reaches 20% of the Company's
paid-in capital or NT$300 million or
more;
provided
that
the
public
reporting requirement shall not apply
to the following circumstances:
(1) Trading of domestic government
bondsor foreign government
bonds whose credit rating is not
lower than our country's sovereign
rating.
(2) Trading
of
bonds
under
repurchase/resale agreements, or
subscription or repurchase of
domestic money market funds
issued by securities investment
trust enterprises.
(the rest is omitted)
and the transaction amount to be
invested by the Company is NT$500
million or more.
6. Other asset transactions other than
those referred to in the preceding five
subparagraphs,
disposal
of
receivables by a financial institution,
or investment in the Mainland China
area, and the transaction amount of
which reaches 20% of the Company's
paid-in capital or NT$300 million or
more;
provided
that
the
public
reporting requirement shall not apply
to the following circumstances:
(1) Trading of domestic government
bonds.
(2) Trading
of
bonds
under
repurchase/resale agreements, or
subscription or repurchase of
domestic money market funds
issued by securities investment
trust enterprises.
(the rest is omitted)

Resolution:

Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,330,500,020 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,122,060,394, among which 1,401,167,878 was exercised by electronic transmission, the number of voting rights for rejection is 111,893, the number of invalid votes is 0, the number of voting rights for abstention is 208,327,733, and 91.05% of the total voting rights voted for approval when votes were cast).

  • (4) Discussion of the Amendments to the Operating Procedures of Fund Lending (Proposed by the Board of Directors)

Explanation:

  • a) It is proposed to amend certain provisions of the Operating Procedures of Fund Lending in order to comply with the amendments to the Q&A of the Regulations Governing Loaning of

20

Funds and Making of Endorsements/Guarantees by Public Companies announced by the Financial Supervisory Commission. Please see the comparison table of revised articles of the Operating Procedures of Fund Lending for the detailed revisions.

b) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Operating Procedures of Fund Lending

Article Article after revision Article before revision Explanation
Article 6 1.After each lending has been made, the
Finance Division of the Company shall
frequently monitor any changes in the
borrowers' and guarantors' financial,
business and related credit conditions,
and any changes in the value of
collaterals,
and
prepare
written
records of the monitoring results. If
there is any significant change, the
Finance Division of the Company shall
promptly report to the President and
related divisions in charge for their
timely actions. When the borrower
repays its borrowed amount on or
before the due date, the relevant
guarantee notes shall not be released
or relevant liens shall not be cancelled
until the borrower has repaid the full
amount of principal together with
interests accrued.
2. Due to the short-term financing of the
Company and others until the term
expires, the borrower shall repay it with
actual cash flow or not allow to extend
the repayment term upon an approval
of the board of directors. However, if
the loan between the Company and
the foreign company that is directly
and indirectly 100% of the voting rights
held by the Company, or between the
foreign subsidiaries that both are
directly and indirectly 100% of the
voting rights held by the Company and
After each lending has been made, the
Finance Division of the Company shall
frequently monitor any changes in the
borrowers' and guarantors' financial,
business and related credit conditions,
and any changes in the value of
collaterals, and prepare written records
of the monitoring results. If there is any
significant change, the Finance Division
of the Company shall promptly report to
the President and related divisions in
charge for their timely actions. When the
borrower repays its borrowed amount on
or before the due date, the relevant
guarantee notes shall not be released or
relevant liens shall not be cancelled until
the borrower has repaid the full amount
of principal together with interests
accrued.If repayment cannot be made
on the due date, the borrower shall apply
for a deferred repayment in advance and
such defer request shall be submitted to
the Board of Directors for approval;
otherwise the Company may take
enforcement
actions
against
the
collaterals or guarantors in accordance
of applicable laws for recovery.
Revision of relevant
provisions
on
application
for
extension of
fund
lending according to
the revised "Q&A
Collection
of
Regulations
Governing Loaning
of Funds and Making
of
Endorsements/Guar
antees
by
Public
Companies”
in
December 2021.

21

Article Article after revision Article before revision Explanation
the repayment cannot be made on the
due date and need to be postponed,
the short-term financing may be
extended subject to the approval of the
Board of directors and the borrower
may not repay it with actual cash flow;
afterwards, when the extension period
expires, it shall be repaid with actual
cash flow.Otherwise the Company
may take enforcement actions against
the
collaterals
or
guarantors
in
accordance of applicable laws for
recovery.

Resolution:

Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,330,500,020 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,121,894,187, among which 1,401,001,671 was exercised by electronic transmission, the number of voting rights for rejection is 126,964, the number of invalid votes is 0, the number of voting rights for abstention is 208,478,869, and 91.04% of the total voting rights voted for approval when votes were cast).

4. Election Item

  • (1) Election of a Director and an Independent Director of the Company

  • (Proposed by the Board of Directors)

Explanation:

  • a) The 19[th] term of the Board of Directors of the Company proposed to elect a Director and an Independent Director. The new Director and Independent Director will assume office after being elected in this Annual General Shareholders’ Meeting with the term from June 14, 2022 to July 18, 2024.

  • b) The Company adopted the candidates nomination system for electing the Directors (including an Independent Director). There are two candidates (including an Independent Director) approved by the Board of Directors. The relevant information is as follows :

22

List of Candidates for Directors
Name Educational Background and Experience Number of
Shares Held
SS Guo Educational Background:
-Master in Department of Communications of University of
Michigan, Ann Abor
-Bachelor in Department of Foreign Language and Literature of
National Taiwan University
Experience:
-CEO of TSMC Education and Culture Foundation
20,360
List of Candidates for Independent Directors
Name Educational Background and Experience Number of
Shares Held
Audrey Tseng Educational Background:
-Master of Business Management of National Taiwan University
and Fudan University
-Master of Commerce in Department of Accounting of National
Chengchi University
Experience:
-Deputy Chairman, Assurance Leader and Markets Leader of
PricewaterhouseCoopers Taiwan
-Synergies Leader of PricewaterhouseCoopers Greater China
(CaTSH)
-Chairman of Alumni Association for Accounting Department of
National Chengchi University
0

c) Please Vote

Election Result: a Director and an Independent Director

Title Name Votes Received
Director SS Guo 1,821,298,833
Independent Director Audrey Tseng 1,882,941,983

23

5. Other Proposals

  • (2) Discussion of the Release from Non-competition Restrictions on Directors (Proposed by the Board of Directors)

Explanation:

  • a) According to Article 209 of the Company Act, a director who conducts business within the business scope of the Company for himself or others shall explain at this Annual General Shareholders’ Meeting the essential contents of such conduct and obtain the shareholders’ approval.

  • b) As the new Independent Director elected at this Annual General Shareholders’ Meeting concurrently work for other companies, which may constitute the act restricted under Article 209 of the Company Act, it is proposed to release the non-competition restrictions on the Independent Director, without prejudice to the interests of the Company.

  • c) Please refer to Appendix 5 for the concurrent positions of the Independent Director elected by this Annual General Shareholders' Meeting. If there is any change in her concurrent positions after the nomination, please refer to the detailed list disclosed on the spot during this Annual General Shareholders' Meeting.

  • d) The proposal is submitted for discussion.

Resolution:

Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,330,500,020 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,923,426,050, among which 1,202,533,534 was exercised by electronic transmission, the number of voting rights for rejection is 29,923,325, the number of invalid votes is 0, the number of voting rights for abstention is 377,150,645 , and 82.53% of the total voting rights voted for approval when votes were cast).

6. Extemporary Motions: The registered number of shareholder who raised questions was 476483. The questions and answers were omitted. Regarding the questions and relevant suggestions by the shareholder, the Chairman had fully explained in detail in the meeting. The Company has also kept record of the questions and answers for future reference.)

Meeting Adjourn : 11:10 AM, June 14, 2022

Chairman: Yancey Hai

Recorder: Yichun Chen

24

Appendix 1

Business Report

Business Overview

In 2021, the continuing recovery of the global economy led to a breakthrough in the economic growth rates of the United States, Europe, and Taiwan for three quarters compared to the previous decade. However, some issues such as imbalanced supply chains, labor shortages and rising inflation pressures in countries with unstable epidemic situations and recovering economies are gradually being addressed to move toward normalization of the world economy. Amid the uncertainties of last year, Delta was fortunate enough to achieve growth in its annual revenue and earnings per share (EPS). The 2021 consolidated revenue reached NT$314.7 billion, which is an increase by 11%; the gross profit reached NT$90.2 billion, a gross profit margin of 28.7%; the net operating profit was NT$31.4 billion, a net profit margin of 10.0%; the net income after tax was NT$26.8 billion, with a net after-tax profit margin of 8.5%; the earnings per share (EPS) was NT$10.3, and a return on equity (ROE) of 17.8%.

Business operations in different countries inevitably encountered a variety of challenges over the short-term. However, with its consistent commitment to the environment, society and its shareholders, Delta officially joined the RE100 initiative in 2021, undertaking to achieve 100% renewable energy usage in all of its sites across the globe by 2030, as well as carbon neutrality. Delta is the first company in Taiwan’s high-tech manufacturing industry to commit to reaching the RE100 target by 2030.

Below are Delta's performance and vision relevant to the Company’s business portfolio in 2021:

Power Electronics

Delta is a world-class leader in the power supply industry. It provides global customers with highly efficient power supply products including, but not limited to, cloud computing, information and communication equipment, industrial, medical, lighting, machine tools, and electric vehicles to global customers using the most state-of-the-art power electronics technology. Given the current smart factory trend, Delta released a wireless charging solution for unmanned trucks and industrial unmanned vehicles ahead of its peers in 2021, achieving fully automated and unmanned operation, which is the final step toward the application of AI manufacturing solutions to manual plugging and unplugging issues.

Delta has done its best to improve its R&D capabilities over the years. It has gained a foothold not only in the global power supply sector, but also in businesses related to brushless DC fans and miniaturization of key components. With its excellent product performance and energy efficiency, Delta was named 2021 Energy Star® Partner of the Year for six consecutive years by the U.S. Environmental Protection Agency (EPA) and carrying the distinguished Sustained Excellence honor for the fourth year in a row, demonstrating its product excellence in terms of environmental sustainability.

25

In order to stop global warming, many countries have proposed a timetable for the gradual phase-out of fossil fuel vehicles. With policies and car manufacturers supporting such a campaign, fossil fuelpowered vehicles would most likely become obsolete in the near future. In view of this, Delta entered the electric vehicle market with its power converters as part of its first stage of development – Delta Inside. Now in its second stage of development – Powered by Delta – the company provides motor drives and motor control systems for electric vehicles for major international car manufacturers. The next stage – Driven by Delta – aims to launch an all-in-one solution consisting of motor drives, motor controls, decelerators and other components, in collaboration with partners through strategic alliances to create a low-carbon future.

Automation

Delta's years of extensive and solid manufacturing experience as well as automation technology led to a full-scale transformation and upgrade of the Company’s Taoyuan Plant 1 in 2021. The transformation began with the design of a production line, followed by an incremental percentage use of intelligent equipment, as technologies such as Augmented Reality (AI), Mixed Reality (MR) and Virtual Reality (VR) were also utilized. Big data analysis also plays a role in optimizing information for the production process, making Delta’s Taoyuan Plant 1 a next-generation demo site for smart manufacturing. In addition, Delta has enabled customers to carry out production with customized volume and patterns by enhancing the experience and practice of robust smart manufacturing as a stable solution to the next generation of manufacturing.

In 2021, to strengthen its smart architecture roadmap, Delta acquired a Canadian company March Networks and its 100% owned subsidiaries which specializes in video surveillance and business intelligent. March Networks’ Video Surveillance as a Service (VSaas) is expected to further expand Delta's diversified applications in smart buildings and cities, using the Internet-of-Things (IoT) to provide smart solutions.

Infrastructure

The rapid development of global IoT and cloud computing has dynamically driven the power supply of data centers. To help customers build green data centers with greater efficiency and energy-saving results, Delta introduced a new "Panama power supply solution" that integrates electrical and magnetic circuits, thus converting medium-voltage 10KV AC to 240V DC directly and positioning power transmission by means of a single step. Many large data centers, including Alibaba and three major telecom companies in China, have successfully applied this solution. The total power capacity goes beyond 500MW with up to 98% energy efficiency, which is the estimated power consumption in Taiwan, equivalent to 32,000 households a year.

The pressure to reduce carbon emissions due to climate change is also likely to result in the development of critical policies aimed at transitioning to low-carbon transportation in the next decade. Delta has made significant investments in labor and the R&D of charging piles for more than ten years, with output reaching more than 1 million pieces globally. Its customer base covers international firsttier car manufacturers, major operators, and governments of various countries. In 2021, Delta worked with North-Star International Co., Ltd. in connection with the latter’s charging station brand "Tail Power" for the establishment of the first expressway electric vehicle fast charging station at the Xiluo

26

service area along National Highway No. 1 in Taiwan, which will encourage local traditional gas stations to make changes.

Despite the global importance of an incremental ratio in the use of renewable energy, renewable energy for intermittent power generation has an impact on the dispatching of traditional power grids, thereby increasing the risks of large-scale power outages or power interruptions. In the power supply value chain, Delta has been concerned with changes in the global power industry over the years. In addition to cooperation with companies involved in power generation, transmission, distribution, and sales, Delta also helps end-users such as companies or households. It expects to build a more flexible and resilient power system with renewable energy, energy storage systems and energy management platforms.

For half a century, Delta has taken countermeasures to fight against global warming and climate change. In the 2021 Dow Jones Sustainability Indices (DJSI), a significant indicator of global corporate competitiveness, Delta has been selected for the DJSI World for eleven consecutive years, and the DJSI-Emerging Markets for nine consecutive years. What’s more, Delta's 'Climate Change' and 'Water Security' campaigns were also included in the Leadership Level of the 2021 CDP (originally Carbon Disclosure Project) climate change report. CDP recognized the consistency of Delta's business development strategy on low-carbon emissions, in which the Board of Directors is actively involved in sustainability strategies, while the management team leads the sustainability committee to promote various climate action initiatives as part of the company’s core business and daily operations. It is worth noting that Delta has been selected as Best Taiwan Global Brand for eleven consecutive years and its brand value climbed once again in 2021, with significant growth over the past nine consecutive years and double-digit growth for the last three years, for an increase of 19% compared to that of 2020, reaching USD395 million.

The year 2021 was Delta's 50th anniversary. Looking back on the past half century, Delta has kept its core values and practices for creating a friendly environment, giving feedback to society, caring for employees and sustainable development, and leading all employees and partners toward a brighter future amid constant challenges. The Company is deeply thankful to all of its employees, customers, shareholders, and partners for their unwavering support. Delta is extending its invitation to more customers to work together, reduce global carbon footprints, strive to relieve the threats of extreme climate change, and plan the next 50 sustainable and low-carbon targets for Delta in the years to come.

Chairman Yancey Hai Manager Ping Cheng Chief Account Officer Beau Yu

27

Appendix 2

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Delta Electronics, Inc.

Opinion

We have audited the accompanying parent company only balance sheets of Delta Electronics, Inc. (the “Company”) as at December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the audit 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 of most significance in our audit of the Company’s 2021 parent company only financial statements. These matters were

28

addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2021 parent company only financial statements are stated as follows:

Impairment assessment of investments accounted for under equity method

Description

As at December 31, 2021, the recognised goodwill as a result of the investments in Cyntec Co., Ltd., Eltek AS, Delta Controls Inc. and Delta Greentech (China) Co., Ltd. is material. Refer to Note 5 for accounting estimates in the impairment assessment of investments accounted for under the equity method and the uncertainty of assumptions.

As the balance of investments accounted for under the equity method is material, the valuation model adopted in the impairment assessment has an impact in determining the recoverable amount which involves significant accounting estimates and prediction of future cash flows. Thus, we considered the impairment assessment of investments accounted for under the equity method a key audit matter. How our audit addressed the matter

We obtained management’s impairment assessment of investments accounted for under the equity method, obtained an understanding of the process in determining the expected future cash flows based on each cash generating unit, and performed the following audit procedures:

  • A. Assessed whether the valuation models adopted by the Company are reasonable for the industry, environment and the valued assets of the Company;

  • B. Confirmed whether the expected future cash flows adopted in the valuation model are in agreement with the budget provided by the business units; and

  • C. Assessed the reasonableness of material assumptions, such as expected growth rates, operating margin and discount rates, by:

  • (a) Checking the setting of parameters of valuation models and calculation formulas;

  • (b) Comparing the expected growth rate and operating margin with historical data, economic and industrial forecast documents; and

  • (c) Comparing the discount rate with cost of capital assumptions of cash generating units and rates

29

of return of similar assets.

Other matter Reference to the audits of other auditors

We did not audit the financial statements of certain investments accounted for under the equity method and information on investees disclosed in Note 13. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. These investments accounted for under the equity method amounted to NT$24,832,494 thousand and NT$26,749,245 thousand, constituting 10.15% and 11.87% of total assets as at December 31, 2021 and 2020, respectively, and the comprehensive income recognised from these associates and joint ventures accounted for under the equity method amounted to NT$2,420,288 thousand and NT$4,491,467 thousand, constituting 10.40% and 24.03% of the total comprehensive income for the years then ended December 31, 2021 and 2020, respectively.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the 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 Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

30

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards 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.

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

  • A. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

  • B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

  • D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our

31

auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern;

E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and

F. 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 audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

32

The parent company only financial statements of Delta Electronics, Inc. as at and for the year ended December 31, 2021 expressed in US dollars are presented solely for the convenience of the reader and were translated from the financial statements expressed in New Taiwan dollars using the exchange rate of $27.66 to US$1.00 at December 31, 2021. This basis of translation is not in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Lin, Yu-Kuan Chou, Chien-Hung

for and on behalf of PricewaterhouseCoopers, Taiwan

February 24, 2022


The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report 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, PricewaterhouseCoopers, Taiwan 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.

33

DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS)

Assets Notes
6(1)
8
6(18)
6(4)
6(4)
7
7
6(5)
6(7)
6(2)
6(3)
6(18)
6(6)
6(7)
6(8)
6(9)
6(25)
6(4)(10)
US Dollars
December 31, 2021
$ 41,833
4,397
160,024
742
200,449
321,028
3,147
15,406
256,534
39,135
11,589
84
1,054,368
34,263
41,057
14,698
6,667,262
902,958
15,795
68,944
25,802
20,177
7,790,956
$ 8,845,324
New Taiwan Dollars New Taiwan Dollars
December 31, 2021
$ 1,157,090
121,608
4,426,275
20,511
5,544,419
8,879,653
87,055
426,128
7,095,719
1,082,471
320,551
2,330
29,163,810
947,722
1,135,640
406,546
184,416,439
24,975,829
436,902
1,907,000
713,673
558,096
215,497,847
$ 244,661,657
December 31, 2020
Current assets
Cash and cash equivalents
Financial assets at amortised cost –
current
Contract assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Non-current assets held for sale
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
other comprehensive income -
non-current
Contract assets - non-current
Investments accounted for under the
equity method
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets

$ 1,526,220
120,968
2,322,301
34,132
6,816,593
7,343,305
70,900
620,947
4,415,599
830,709
-
4,197
24,105,871
947,464
1,404,189
669,926
171,823,674
23,201,266
487,399
1,338,725
676,203
670,244
201,219,090
$ 225,324,961

(Continued)

34

DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS)

LiabilitiesandEquity USDollars
NewTaiwan Dollars
Notes
December 31,2021
December 31,2021
December 31,2020
6(11)
$ 50,615
$ 1,400,000
$ -
6(18)
88,766
2,455,259
2,394,670
155,345
4,296,842
2,918,923
7
261,823
7,242,026
8,671,549
6(12)
490,837
13,576,568
11,795,315
7
8,020
221,839
188,041
48,822
1,350,426
850,053
13,642
377,331
446,817
1,117,870
30,920,291
27,265,368
6(13)
1,565,574
43,303,780
38,618,445
6(25)
431,704
11,940,925
10,764,819
14,997
414,829
427,745
6(14)
119,137
3,295,310
2,349,246
2,131,412
58,954,844
52,160,255
3,249,282
89,875,135
79,425,623
6(15)
939,098
25,975,433
25,975,433
6(16)
1,775,638
49,114,151
49,202,505
6(17)
1,073,671
29,697,752
27,342,534
453,478
12,543,208
7,622,034
1,938,637
53,622,701
48,300,040
(
584,480)(
16,166,723) (
12,543,208)
5,596,042
154,786,522
145,899,338
9
11
$ 8,845,324
$ 244,661,657
$ 225,324,961
Current liabilities
Short-term borrowings
Contract liabilities - current
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Current income tax liabilities
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term borrowings
Deferred income tax liabilities
Lease liabilities - non-current
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity
Share capital
Common stock
Capital surplus
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest
Other equity interest
Total equity
Significant contingent liabilities and
unrecorded contract commitments
Significant subsequent events
Total liabilities and equity

The notes in the parent company only financial statements and report of independent accountants are an integral part of these parent company only financial statements, please refer to the accompanying notes in the parent company only financial statements and report of independent accountants.

35

DELTA ELECTRONICS, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items Notes
6(18) and 7
6(5)(23)
(24)and 7

6(23)(24)
(
(
(
12(2)
(
6(19)
6(20)
6(21)
(
6(22)
(
6(6)
6(25)

6(14)

6(3)


6(25)



6(25)


6(26)
6(26)
US Dollars
2021
$ 2,419,419
(
1,484,781)
934,638

40,170 )

108,113 )

479,224 )
2,563

624,944)
309,694
116
35,835

1,254 )

7,618 )
752,169
779,248
1,088,942
(
120,168)
$ 968,774
( $ 169 )
(
10,241 )
(
1,673 )
34
(
12,049)
(
83,244 )
(
39,887 )
7,404
(
115,727)
( $ 127,776)
$ 840,998
$ 0.37
$ 0.37
New Taiwan Dollars
2021
2020
$ 66,921,116
$ 58,184,137
(
41,069,033)(
36,235,864)
25,852,083
21,948,273
(
1,111,092) (
1,102,518)
(
2,990,395) (
2,737,068)
(
13,255,339) (
12,419,620)
70,884
(
16,770)
(
17,285,942)(
16,275,976)
8,566,141
5,672,297
3,200
6,772
991,186
1,008,901
(
34,675) (
96,221)
(
210,706) (
185,695)
20,804,995
22,144,854
21,554,000
22,878,611
30,120,141
28,550,908
(
3,323,839)(
3,065,677)
$ 26,796,302
$ 25,485,231
($ 4,685) ( $ 69,191)
(
283,259)
326,268
(
46,271) (
64,561)
937
13,838
(
333,278)
206,354
(
2,302,537) (
8,289,061)
(
1,103,262)
811,276
204,793
476,157
(
3,201,006)(
7,001,628)
($ 3,534,284)( $ 6,795,274)
$ 23,262,018
$ 18,689,957
$ 10.32
$ 9.81
$ 10.27
$ 9.77
Operating revenue
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Expected credit impairment gain (loss)
Total operating expenses
Operating profit
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of subsidiaries, associates and joint
ventures accounted for under the equity method
Total non-operating income and expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income (loss)
Components of other comprehensive income (loss)
that will not be reclassified to profit or loss
Gain (loss) on remeasurements of defined benefit
plans
Unrealised gain (loss) on valuation of equity
investment at fair value through other
comprehensive income
Share of other comprehensive income (loss) of
subsidiaries, associates and joint ventures
accounted for under the equity method that will
not be reclassified to profit or loss
Income tax related to components of other
comprehensive income that will not be
reclassified to profit or loss
Other comprehensive income (loss) that will not
be reclassified to profit or loss
Components of other comprehensive income (loss)
that will be reclassified to profit or loss
Financial statements translation differences of
foreign operations
Share of other comprehensive income (loss) of
subsidiaries, associates and joint ventures
accounted for under the equity method that will
be reclassified to profit or loss
Income tax relating to the components of other
comprehensive income that will be reclassified to
profit or loss
Other comprehensive income (loss) that will be
reclassified to profit or loss
Other comprehensive income (loss) for the year
Total comprehensive income for the year
Earnings per share
Basic earnings per share
Diluted earnings per share

The notes in the parent company only financial statements and report of independent accountants are an integral part of these parent company only financial statements, please refer to the accompanying notes in the parent company only financial statements and report of independent accountants.

36

Total equity $ 140,156,877 25,485,231 6,795,274 ) 18,689,957 - - 12,987,717 ) 195,879 155,658 ) - $ 145,899,338 $ 145,899,338 26,796,302 3,534,284 ) 23,262,018 - - 14,286,480 ) 110,388 ) 22,034 $ 154,786,522
Other equity interest Unrealised gains (losses) on financial assets measured at fair value through other
Gains (losses) on
comprehensive
hedging
income
instruments
($ 2,434,298 )
$ 147,256
-
-
326,268
(
16,640 ) (
326,268
(
16,640 )
-
-
-
-
-
-
(
-
-
-
-
(
1,754,186
-
($ 353,844 )
$ 130,616
($ 353,844 )
$ 130,616
-
-
(
422,509 ) (
699 ) (
(
422,509 ) (
699 )
-
-
-
-
-
-
(
-
-
(
-
-
($ 776,353 )
$ 129,917
Financial statements translation Unappropriated
differences of
retained earnings
foreign operations
$ 40,108,361
($ 5,334,992 )
25,485,231
-
(
119,914 ) (
6,984,988 )
25,365,317
(
6,984,988 )
(
2,311,780 )
-
(
61,002 )
-
(
12,987,717 )
-
-
-
(
58,953 )
-
(
1,754,186 )
-
$ 48,300,040
($ 12,319,980 )
$ 48,300,040
($ 12,319,980 )
26,796,302
-
89,231
(
3,200,307 )
26,885,533
(
3,200,307 )
(
2,355,218 )
-
(
4,921,174 )
-
(
14,286,480 )
-
-
-
-
-
$ 53,622,701
($ 15,520,287 )
DELTA ELECTRONICS, INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020 (EXPRESSED IN THOUSANDS OF DOLLARS) Retained earnings Share capital - common stock
Capital surplus
Legal reserve
Special reserve
$ 25,975,433
$ 49,103,331
$ 25,030,754
$ 7,561,032
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,311,780
-
-
-
-
61,002
-
-
-
-
-
195,879
-
-
-
(
96,705 )
-
-
-
-
-
-
$ 25,975,433
$ 49,202,505
$ 27,342,534
$ 7,622,034
$ 25,975,433
$ 49,202,505
$ 27,342,534
$ 7,622,034
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,355,218
-
-
-
-
4,921,174
-
-
-
-
-
(
110,388 )
-
-
-
22,034
-
-
$ 25,975,433
$ 49,114,151
$ 29,697,752
$ 12,543,208
(Continued)
Notes 2020 New Taiwan Dollars Balance at January 1, 2020 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Distribution of 2019 earnings
6(17)
Legal reserve Special reserve Cash dividends Changes in ownership interests in subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Disposal of equity investment at fair value through other comprehensive
6(3)
income Balance at December 31, 2020 2021 New Taiwan Dollars Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Distribution of 2020 earnings
6(17)
Legal reserve Special reserve Cash dividends Changes in ownership interests in subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Balance at December 31, 2021
37
Total equity 5,274,741 5,274,741 968,774 127,776 ) 840,998 - - 516,503 ) 3,991 ) 797 5,596,042
$ $
Other equity interest Unrealised gains (losses) on financial assets measured at fair value through other
Gains (losses) on
comprehensive
hedging
income
instruments
(
$ 12,793
)
$ 4,722
-
-
(
15,275 ) (
25 ) (
(
15,275 ) (
25 )
-
-
-
-
-
-
(
-
-
(
-
-
($ 28,068 )
$ 4,697
Financial statements translation differences of foreign operations (
$ 445,407
)
- (
115,702 )
(
115,702 )
- - - - - ($ 561,109 )
Unappropriated retained earnings $ 1,746,206 968,774 3,226 972,000 (
85,149 )
(
177,917 )
(
516,503 )
- - $ 1,938,637
DELTA ELECTRONICS, INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020 (EXPRESSED IN THOUSANDS OF DOLLARS) Retained earnings Share capital - common stock
Capital surplus
Legal reserve
Special reserve
$ 939,098
$ 1,778,832
$ 988,522
$ 275,561
-
-
-
-
-
-
-
-
-
-
-
-
-
-
85,149
-
-
-
-
177,917
-
-
-
-
-
(
3,991 )
-
-
-
797
-
-
$ 939,098
$ 1,775,638
$ 1,073,671
$ 453,478
Notes 2021 US Dollars Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Distribution of 2020 earnings
6(17)
Legal reserve Special reserve Cash dividends Changes in ownership interests in subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Balance at December 31, 2021
38

DELTA ELECTRONICS, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year
Adjustments
Income and expenses having no effect on cash
flows
Depreciation
Amortisation
Expected credit impairment (gain) loss
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries, associates and
joint ventures accounted for under the equity
method
Net gain on financial assets at fair value
through profit or loss
Gain on disposal of property, plant and
equipment
Loss on disposal of investments
Loss on right-of-use assets surrender in
advance
Changes in assets/liabilities relating to
operating activities
Net changes in assets relating to operating
activities
Contract assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Overdue receivables
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Other non-current assets
Net changes in liabilities relating to operating
activities
Contract liabilities
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
US Dollars
New Taiwan Dollars
Notes
2021
2021
2020
$ 1,088,942
$ 30,120,141 $ 28,550,908
6(7)(8)(23)
66,591
1,841,913
1,879,266
6(9)(23)
21,844
604,213
447,457
12(2)
(
2,563 ) (
70,884 )
16,770
6(22)
7,618
210,706
185,695
6(19)
(
116 ) (
3,200 ) (
6,772 )
6(20)
(
2,250 ) (
62,230 ) (
44,420 )
6(6)
(
752,169 ) (
20,804,995 ) (
22,144,854 )
6(2)(21)
(
1,153 ) (
31,884 ) (
993 )
6(21)
(
21 ) (
573 ) (
1,908 )
6(21)
-
-
21,946
3
74
-
(
66,544 ) (
1,840,594 ) (
2,237,232 )
492
13,621
29,361
(
48,916 )
1,353,019 (
2,374,353 )
(
55,543 ) (
1,536,348 ) (
2,384,000 )
(
360 ) (
9,961 )
-
(
739 ) (
20,428 )
5,441
7,044
194,819 (
164,564 )
(
96,894 ) (
2,680,120 ) (
836,728 )
(
9,102 ) (
251,762 )
240,207
67
1,867
45,326
2,163
59,831
69,656
2,190
60,589
2,297,050
49,816
1,377,919
507,054
(
51,682 ) (
1,429,523 )
945,624
64,388
1,780,912
1,220,256
1,222
33,798 (
100,753 )
(
1,227 ) (
33,926 ) (
161,461 )
445
12,322(
292,320)
321,378
8,889,316
5,711,659
90
2,481
6,624
173,019
4,785,730
3,686,138
(
7,605 ) (
210,365 ) (
175,648 )
(
52,311) (
1,446,926) (
1,047,904)
434,571
12,020,236
8,180,869

(Continued)

39

DELTA ELECTRONICS, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in financial assets at amortised cost
Acquisition of financial assets at fair value
through profit or loss
Proceeds from capital withdrawal from liquidation
of financial assets at fair value through profit or
loss
Acquisition of financial assets at fair value
through other comprehensive income
Proceeds from disposal of financial assets at fair
value through other comprehensive income
Acquisition of investments accounted for under
the equity method
Proceeds from capital reduction of investments
accounted for under the equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets
Cash inflow due to business combinations
Decrease in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
Lease principal repayment
Cash dividends paid
Increase in refundable deposit
Net cash flows used in financing activities
Net (decrease) increase in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
US Dollars
New Taiwan Dollars
Notes
2021
2021
2020
$ 989 $ 27,360
$ -
6(2)
-
-
(
900,000 )
1,143
31,626
-
(
532 ) (
14,710 )
-
6(3)
-
-
501,867
(
5,218 ) (
144,336 ) (
177,078 )
-
-
233,452
6(7)
(
140,146 ) (
3,876,435 ) (
5,216,193 )
422
11,673
13,364
6(9)
(
42,389 ) (
1,172,488 ) (
362,139 )
6(27)
-
-
23,384
561
15,517
28,914
(
185,170 ) (
5,121,793 ) (
5,854,429 )
6(28)
50,615
1,400,000
-
6(28)
1,448,555
40,067,024
65,941,443
6(28)
(
1,279,164 ) (
35,381,689 ) (
54,317,998 )
(
2,522 ) (
69,745 ) (
81,084 )
6(17)
(
516,503 ) (
14,286,480 ) (
12,987,717 )
36,273
1,003,317
-
(
262,746 ) (
7,267,573 ) (
1,445,356 )
(
13,345 ) (
369,130 )
881,084
55,178
1,526,220
645,136
$ 41,833 $ 1,157,090
$ 1,526,220

The notes in the parent company only financial statements and report of independent accountants are an integral part of these parent company only financial statements, please refer to the accompanying notes in the parent company only financial statements and report of independent accountants.

40

Appendix 3

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Delta Electronics, Inc.

Opinion

We have audited the accompanying consolidated balance sheets of Delta Electronics, Inc. and subsidiaries (the “Group”) as at December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the audit reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

41

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2021 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, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2021 consolidated financial statements are stated as follows: Impairment assessment of goodwill

Description

As at December 31, 2021, the recognised goodwill as a result of the acquisitions of Cyntec Co., Ltd., Eltek AS, Delta Controls Inc. and Delta Greentech (China) Co., Ltd. amounted to NT$13,796,570 thousand, constituting 3.78% of the consolidated total assets. Refer to Notes 5(2) and 6(11) for details.

As the balance of goodwill acquired from the merger is material, the valuation model adopted in the impairment assessment has an impact in determining the recoverable amount which involves significant accounting estimates and prediction of future cash flows. Thus, we considered the impairment assessment of goodwill a key audit matter.

How our audit addressed the matter

We obtained management’s impairment assessment of goodwill, obtained an understanding of the process in determining the expected future cash flows based on each cash generating unit, and performed the following audit procedures:

  • A. Assessed whether the valuation models adopted by the Group are reasonable for the industry, environment and the valued assets of the Group;

  • B. Confirmed whether the expected future cash flows adopted in the valuation model are in agreement with the budget provided by the business units; and

  • C. Assessed the reasonableness of material assumptions, such as expected growth rates, operating margin and discount rates, by:

  • (a) Checking the setting of parameters of valuation models and calculation formulas;

  • (b) Comparing the expected growth rate and operating margin with historical data, economic and industrial forecast documents; and

42

  • (c) Comparing the discount rate with cost of capital assumptions of cash generating units and rates of return of similar assets.

Other matter – Reference to the audits of other auditors

We did not audit the consolidated financial statements of certain subsidiaries which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries, is based solely on the reports of the other auditors. Total assets of these subsidiaries amounted to NT$64,012,128 thousand and NT$64,807,490 thousand, constituting 17.53% and 19.26% of the consolidated total assets as at December 31, 2021 and 2020, respectively, and the operating revenue amounted to NT$72,526,738 thousand and NT$63,667,883 thousand, constituting 23.05% and 22.53% of the consolidated total operating revenue for the years then ended, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Delta Electronics, Inc. as at and for the years ended December 31, 2021 and 2020.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

43

and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

  • A. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

  • B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;

  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

44

D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern;

E. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and

F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

45

The consolidated financial statements of Delta Electronics, Inc. and subsidiaries as at and for the year ended December 31, 2021 expressed in US dollars are presented solely for the convenience of the reader and were translated from the financial statements expressed in New Taiwan dollars using the exchange rate of $27.66 to US$1.00 at December 31, 2021. This basis of translation is not in accordance with International Financial Reporting Standards, International Accounting Standards, and relevant interpretations and interpretative bulletins that are ratified by the FSC.

Lin, Yu-Kuan Chou, Chien-Hung

for and on behalf of PricewaterhouseCoopers, Taiwan

February 24, 2022

-------------------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report 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.

46

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS)

Assets
Current assets
Cash and cash equivalents
Financial assets at fair value through
profit or loss - current
Financial assets at amortised cost -
current
Contract assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties
Other receivables
Current income tax assets
Inventories
Prepayments
Non-current assets held for sale
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through
profit or loss - non-current
Financial assets at fair value through
other comprehensive income -
non-current
Contract assets - non-current
Investments accounted for under the
equity method
Property, plant and equipment
Right-of-use assets
Investment property, net
Intangible assets
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets
Notes
6(1)
6(2)
8
6(21)
6(5)
6(5)
7
6(6) and 7
6(7)
6(9)
6(2)
6(3)
6(21)
6(8)
6(9) and 8
6(10)
6(11)
6(28)
6(5)(12)
and 8
USDollars
December 31, 2021
$ 1,802,424
39,253
11,831
129,765
123,667
2,438,047
1,006
65,632
12,625
2,389,998
88,585
11,589
3,372
7,117,794
121,179
57,406
16,737
2,304
2,769,605
108,711
509
2,661,228
259,488
85,050
6,082,217
$ 13,200,011
NewTaiwan Dollars NewTaiwan Dollars
December 31, 2021
$ 49,855,053
1,085,729
327,238
3,589,313
3,420,633
67,436,377
27,831
1,815,370
349,207
66,107,351
2,450,269
320,551
93,272
196,878,194
3,351,798
1,587,843
462,941
63,731
76,607,285
3,006,960
14,070
73,609,564
7,177,447
2,352,477
168,234,116
$ 365,112,310
December 31, 2020
$ 58,711,985
1,061,343
676,385
2,170,634
3,733,595
59,177,433
42,284
1,803,498
364,666
44,889,429
2,171,217
-
84,386
174,886,855
2,942,196
1,927,683
526,766
785,002
68,441,975
3,020,746
14,070
75,459,630
6,471,705
1,939,587
161,529,360
$ 336,416,215

(Continued)

47

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS)

Liabilities and Equity Notes
6(13)

6(2)
6(21)
7
6(14)
6(15)
6(15)
6(28)
6(17)
6(18)
6(19)

4(3) and
6(20)
9
11
USDollars
NewTaiwan Dollars
December 31, 2021
December 31, 2021
December 31, 2020
$ 158,979$ 4,397,362
$ 2,001,532
1,496
41,371
60,060
196,636
5,438,939
5,012,589
16
440
2,770
1,972,323
54,554,462
46,687,510
543
15,023
29,641
1,288,944
35,652,202
32,884,221
126,034
3,486,108
3,085,472
165,711
4,583,570
4,259,706
3,910,682
108,169,477
94,023,501
1,587,628
43,913,787
39,313,990
606,549
16,777,156
15,450,119
49,400
1,366,401
1,411,312
316,733
8,760,831
7,627,652
2,560,310
70,818,175
63,803,073
6,470,992
178,987,652
157,826,574
939,098
25,975,433
25,975,433
1,775,638
49,114,151
49,202,505
1,073,671
29,697,752
27,342,534
453,478
12,543,208
7,622,034
1,938,637
53,622,701
48,300,040
(
584,480)(
16,166,723)(
12,543,208)
5,596,042
154,786,522
145,899,338
1,132,977
31,338,136
32,690,303
6,729,019
186,124,658
178,589,641
$ 13,200,011$ 365,112,310
$ 336,416,215
Current liabilities
Short-term borrowings
Financial liabilities at fair value
through profit or loss - current
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Current income tax liabilities
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term borrowings
Deferred income tax liabilities
Lease liabilities - non-current
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity
Share capital
Common stock
Capital surplus
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest
Other equity interest
Equity attributable to owners of
the parent
Non-controlling interest
Total equity
Significant contingent liabilities and
unrecorded contract commitments
Significant subsequent events
Total liabilities and equity

The notes in the consolidated financial statements and report of independent accountants are an integral part of these consolidated financial statements, please refer to the accompanying notes in the consolidated financial statements and report of independent accountants.

48

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items US Dollars
New Taiwan Dollars
Notes
2021
2021
2020
6(21) and 7
$ 11,376,385
$ 314,670,796
$ 282,605,493
6(7)(26)
(27) and 7
(
8,115,017) (
224,461,345)(
195,393,115)
3,261,368
90,209,451
87,212,378
6(26)(27)
(
702,876 ) (
19,441,530) (
18,430,010)
(
447,508 ) (
12,378,064) (
12,020,761)
(
983,459 ) (
27,202,489) (
25,479,870)
12(2)
6,413
177,373
144,067
(
2,127,430) (
58,844,710)(
55,786,574)
1,133,938
31,364,741
31,425,804
6(22)
15,533
429,643
544,147
6(23)
111,724
3,090,291
3,939,821
6(11)(24)
37,538
1,038,291
(
1,199,056)
6(25)
(
10,671 ) (
295,157) (
375,837)


6(8)
(
9) (
262)(
59,596)
154,115
4,262,806
2,849,479
1,288,053
35,627,547
34,275,283
6(28)
(
257,712) (
7,128,314)(
6,890,944)
$ 1,030,341
$ 28,499,233
$ 27,384,339
Operating revenue
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Expected credit impairment gain
Total operating expenses
Operating profit
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Share of (loss) profit of associates and
joint ventures accounted for under
the equity method
Total non-operating income and
expenses
Profit before income tax
Income tax expense
Profit for the year

(Continued)

49

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items
Notes
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
Gain (loss) on remeasurements of
defined benefit plans
Unrealised gain on valuation
of equity investment at fair value
through other comprehensive
income
6(3)

Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
6(28)
Other comprehensive income (loss)
that will not be reclassified to profit
or loss

Components of other comprehensive
income (loss) that will be reclassified
to profit or loss
Financial statements translation
differences of foreign operations

Loss on hedging instrument

Share of other comprehensive income
of associates and joint ventures
accounted for under the equity
method that will be reclassified to
profit or loss
Income tax relating to the components
of other comprehensive income that
will be reclassified to profit or loss
6(28)
Other comprehensive loss that will be
reclassified to profit or loss

Other comprehensive loss for the year

Total comprehensive income for the
year
Profit attributable to:
Owners of the parent
Non-controlling interest
Comprehensive income (loss) attributable
to:
Owners of the parent
Non-controlling interest
Earnings per share
Basic earnings per share
6(29)
Diluted earnings per share
6(29)
USDollars
2021
$ 3,163
(
15,275 )
63
(
12,049)
(
175,517 )
(
28 )
12
8,316
(
167,217)
($ 179,266)
$ 851,075
$ 968,774
$ 61,567
$ 840,998
$ 10,077
$ 0.37
$ 0.37
NewTaiwan Dollars
2021
2020
$ 87,497 ( $ 156,768 )
(
422,509)
326,268
1,734
13,838
(
333,278)
183,338
(
4,854,790) (
9,591,864 )
(
777) (
18,489 )
329
819
230,010
476,157
(
4,625,228)(
9,133,377 )
($ 4,958,506)($ 8,950,039 )
$ 23,540,727
$ 18,434,300
$ 26,796,302
$ 25,485,231
$ 1,702,931
$ 1,899,108
$ 23,262,018
$ 18,689,957
$ 278,709
($ 255,657 )
$ 10.32
$ 9.81
$ 10.27
$ 9.77

The notes in the consolidated financial statements and report of independent accountants are an integral part of these consolidated financial statements, please refer to the accompanying notes in the consolidated financial statements and report of independent accountants.

50

Total equity 174,354,442 27,384,339 8,950,039 ) 18,434,300 - - 12,987,717 ) 195,879 398,839 ) 1,008,424 ) - 178,589,641 178,589,641 28,499,233 4,958,506 ) 23,540,727 - - 14,286,480 ) 110,388 ) 144,336 ) 1,464,506 ) 186,124,658
$ ( ( ( ( $ $ ( ( ( ( ( $
Non-controlling interest $ 34,197,565 1,899,108 (
2,154,765 )
(
255,657 )
- - - - (
243,181 )
(
1,008,424 )
- $ 32,690,303 $ 32,690,303 1,702,931 (
1,424,222 )
278,709 - - - - (
166,370 )
(
1,464,506 )
$ 31,338,136
Total 140,156,877 25,485,231 6,795,274) 18,689,957 - - 12,987,717) 195,879 155,658) - - 145,899,338 145,899,338 26,796,302 3,534,284) 23,262,018 - - 14,286,480) 110,388) 22,034 - 154,786,522
$ ( ( ( $ $ ( ( ( $
Gain (loss) on hedging instruments $ 147,256 - (
16,640)
(
16,640)
- - - - - - - $ 130,616 $ 130,616 - (
699)
(
699)
- - - - - - $ 129,917
Other equity interest Unrealised gain (loss) on financial assets measured at fair value through other comprehensive income ($ 2,434,298) - 326,268 326,268 - - - - - - 1,754,186 ($ 353,844) ($ 353,844) - (
422,509)
(
422,509)
- - - - - - ($ 776,353)
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020 (EXPRESSED IN THOUSANDS OF DOLLARS) Equity attributable to owners of the parent Retained earnings Financial statements translation Unappropriated
differences of
Legal reserve
Special reserve
retained earnings
foreign operations
$ 25,030,754
$ 7,561,032
$ 40,108,361
($ 5,334,992)
-
-
25,485,231
-
-
-
(
119,914)
(
6,984,988)
-
-
25,365,317
(
6,984,988)
2,311,780
-
(
2,311,780)
-
-
61,002
(
61,002)
-
-
-
(
12,987,717)
-
-
-
-
-
-
-
(
58,953)
-
-
-
-
-
-
-
(
1,754,186)
-
$ 27,342,534
$ 7,622,034
$ 48,300,040
($ 12,319,980)
$ 27,342,534
$ 7,622,034
$ 48,300,040
($ 12,319,980)
-
-
26,796,302
-
-
-
89,231
(
3,200,307)
-
-
26,885,533
(
3,200,307)
2,355,218
-
(
2,355,218)
-
-
4,921,174
(
4,921,174)
-
-
-
(
14,286,480)
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 29,697,752
$ 12,543,208
$ 53,622,701
($ 15,520,287)
(Continued)
Capital surplus $ 49,103,331 - - - - - - 195,879 (
96,705)
- - $ 49,202,505 $ 49,202,505 - - - - - - (
110,388)
22,034 - $ 49,114,151
Share capital - common stock $ 25,975,433 - - - - - - - - - - $ 25,975,433 $ 25,975,433 - - - - - - - - - $ 25,975,433
Notes 6(19) 6(33) 6(3) 6(19) 6(33)
2020 New Taiwan Dollars Balance at January 1, 2020 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Distribution of 2019 earnings Legal reserve Special reserve Cash dividends Changes in ownership interests in subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in non-controlling interests Disposal of equity investments at fair value through other comprehensive income Balance at December 31, 2020 2021 New Taiwan Dollars Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Distribution of 2020 earnings Legal reserve Special reserve Cash dividends Change in ownership interests in subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in non-controlling interests Balance at December 31, 2021
51
Total equity 6,456,603 1,030,341 179,266 ) 851,075 - - 516,503 ) 3,991 ) 5,218 ) 52,947 ) 6,729,019
$ ( ( ( ( ( $
Non-controlling interest $ 1,181,862 61,567 (
51,490 )
10,077 - - - - (
6,015 )
(
52,947 )
$ 1,132,977
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020 (EXPRESSED IN THOUSANDS OF DOLLARS) Equity attributable to owners of the parent Retained earnings
Other equity interest
Unrealised gain (loss) on financial Financial
assets measured at
statements
fair value through
translation
other
Gain (loss) on
Share capital -
Unappropriated
differences of
comprehensive
hedging
Notes
common stock
Capital surplus
Legal reserve
Special reserve
retained earnings
foreign operations
income
instruments
Total
$ 939,098
$ 1,778,832
$ 988,522
$ 275,561
$ 1,746,206
($ 445,407)
($ 12,793)
$ 4,722
$ 5,274,741
-
-
-
-
968,774
-
-
-
968,774
-
-
-
-
3,226
(
115,702)
(
15,275)
(
25)
(
127,776)
-
-
-
-
972,000
(
115,702)
(
15,275)
(
25)
840,998
6(19) -
-
85,149
-
(
85,149)
-
-
-
-
-
-
-
177,917
(
177,917)
-
-
-
-
-
-
-
-
(
516,503)
-
-
-
(
516,503)
-
(
3,991)
-
-
-
-
-
-
(
3,991)
6(33) -
797
-
-
-
-
-
-
797
-
-
-
-
-
-
-
-
-
$ 939,098
$ 1,775,638
$ 1,073,671
$ 453,478
$ 1,938,637
($ 561,109 )
($ 28,068 )
$ 4,697
$ 5,596,042
The notes in the consolidated financial statements and report of independent accountants are an integral part of these consolidated financial statements, please refer to the accompanying notes in the consolidated financial statements and report of independent accountants.
2021 US Dollars Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Distribution of 2020 earnings Legal reserve Special reserve Cash dividends Changes in ownership interests in subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in non-controlling interests Balance at December 31, 2021
52

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated profit before tax for the year
Adjustments
Income and expenses having no effect on cash flows
Depreciation
Amortisation
Expected credit impairment gain
Net gain on financial assets or liabilities at fair
value through profit or loss
Interest expense
Interest income
Dividend income
Share-based payments
Share of loss of associates accounted for under the
equity method
Loss on disposal of property, plant and equipment
(Gain) loss on disposal of investments
Impairment loss on non-financial assets
Casualty loss
Changes in assets/liabilities relating to operating
activities
Net changes in assets relating to operating activities
Financial assets mandatorily measured at fair
value through profit or loss
Contract assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Other non-current assets
Net changes in liabilities relating to operating
activities
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
US Dollars
New Taiwan Dollars
Notes
2021
2021
2020
$ 1,288,053
$ 35,627,547
$ 34,275,283
6(9)(10)(26)
486,891
13,467,401
12,024,107
6(11)(26)
133,185
3,683,902
3,846,049
12(2)
(
6,413 ) (
177,373 ) (
144,067 )
6(2)(24)
(
20,721 ) (
573,145 ) (
71,489 )
6(25)
10,671
295,157
375,837
6(22)
(
15,533 ) (
429,643 ) (
544,147 )
6(23)
(
10,686 ) (
295,568 ) (
190,171 )
6(30)
-
-
(
900 )
6(8)
9
262
59,596
6(24)
2,294
63,452
67,529
6(24)
(
3,258 ) (
90,109 )
95,654
6(9)(11)(24)
5,962
164,900
801,712
6(24)
11,912
329,493
-
806
22,296
(
572,564 )
(
48,982 ) (
1,354,854 ) (
1,300,311 )
11,315
312,962
83,033
(
277,768 ) (
7,683,037 ) (
5,900,888 )
523
14,453
221,360
8,324
230,248
(
314,845 )
(
10 ) (
286 )
-
(
754,656 ) (
20,873,744 ) (
5,393,170 )
(
8,389 ) (
232,033 )
232,351
(
224 ) (
6,206 )
101,682
4,496
124,347
71,407
12,646
349,781
1,653,725
(
74 ) (
2,046 ) (
18,899 )
279,837
7,740,285
6,710,023
(
546 ) (
15,115 ) (
2,556 )
92,273
2,552,264
4,055,801
10,997
304,176
30,801
(
8,782)(
242,916 )
1,974
1,204,152
33,306,851
50,253,917
17,402
481,315
537,327
10,687
295,607
188,495
(
10,683 ) (
295,484 ) (
376,796 )
(
197,720 ) (
5,468,923 ) (
3,752,891 )
1,023,838
28,319,366
46,850,052

(Continued)

53

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other
comprehensive income
Acquisition of financial assets mandatorily measured at
fair value through profit or loss
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Proceeds from capital withdrawal liquidation of financial
assets at fair value through profit or loss
Proceeds from capital reduction
Decrease (increase) in financial assets at amortised cost
Proceeds from disposal of investments accounted for
under the equity method
Net cash flow from acquisition of subsidiaries (net of cash
acquired)

Proceeds from disposal of subsidiaries (net of cash
disposed)

Increase in prepayment for long-term investment
Acquisition of property, plant and equipment

Proceeds from government grants - property, plant and
equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets

(Increase) decrease in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
Lease principal repayment
Increase in refundable deposits
Cash dividends paid

Cash dividends paid to minority share interests

Acquisition of ownership interests in subsidiaries

Net cash flows used in financing activities
Effects due to changes in exchange rate
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
US Dollars
New Taiwan Dollars
Notes
2021
2021
2020
( $ 532)( $ 14,710 )
$ -
(
7,128)(
197,148 )
-
489
13,538
501,867
1,143
31,626
4,444
939
25,979
-
11,507
318,274
(
537,131 )
22,787
630,280
7,240
6(31)
(
103,939 ) (
2,874,959 ) (
1,088,115 )
6(32)
52
1,434
-
(
1,011)(
27,953 )
-
6(9)
(
832,512)(
23,027,290 ) (
17,838,456 )
2,245
62,095
-
7,681
212,445
197,480
6(11)
(
47,035 ) (
1,300,978 )(
684,761)
(
12,071) (
333,892)
332,660
(
957,385) (
26,481,259)(
19,104,772)
86,617
2,395,830
(
5,574,400 )
1,448,555
40,067,024
67,144,183
(
1,282,365 ) (
35,470,219 )(
55,596,451)
(
19,587 ) (
541,768 )(
517,080)
40,043
1,107,595
-
6(19)
(
516,503 ) (
14,286,480 ) (
12,987,717 )
6(20)
(
52,947 ) (
1,464,506 ) (
895,326 )
6(33)
(
5,218) (
144,336) (
398,839)
(
301,405) (
8,336,860) (
8,825,630)
(
85,255) (
2,358,179)(
4,167,666)
(
320,207 ) (
8,856,932 )
14,751,984
2,122,631
58,711,985
43,960,001
$ 1,802,424
$ 49,855,053
$ 58,711,985

The notes in the consolidated financial statements and report of independent accountants are an integral part of these consolidated financial statements, please refer to the accompanying notes in the consolidated financial statements and report of independent accountants.

54

Appendix 4

Audit Committee's Review Report

To : The 2022 Annual General Shareholders' Meeting of Delta Electronics, Inc.

We, the Audit Committee of the Company have reviewed the business report, parent company only financial statements, consolidated financial statements and proposal for earnings distribution of the Company for the year 2021 in accordance with applicable laws and regulations and found the same have been complied with. We hereby report to the shareholders as described above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

The Audit Committee of Delta Electronics, Inc.

Convenor of the Audit Committee: Ji-Ren Lee

Date: February 24, 2022

55

Appendix 5

Description of Directors Candidates for Important Positions in Other Companies

Name of
Independent
Director
Positions in Other Companies Positions in Other Companies
Audrey Tseng HanchorBio (Cayman) Director
AP Biosciences Inc. Representative of
Corporate Director
Bonraybio Co., Ltd. Representative of
Corporate Director
T-E Pharma Holding (Cayman) Director
Onward Therapeutics SA (Switzerland) Independent Director

56