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DELTA — AGM Information 2023
Aug 17, 2023
52000_rns_2023-08-17_a3abe939-ed1f-4aea-be95-d1a9aaf8c0dd.pdf
AGM Information
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Delta Electronics, Inc.
2023 Annual General Shareholders' Meeting
Handbook (Translation)
(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there is any inconsistency between the Chinese version and this translation, the Chinese version shall prevail.)
Date of the Meeting: June 13, 2023 at 10:00 a.m.
Type of the Meeting : Physical Shareholders’ Meeting
Place of the Meeting: Auditorium, 8F., No.16, Tungyuan Road, Chungli District, Taoyuan City Handbook for the 2023 Annual General Shareholders' Meeting of Delta Electronics, Inc.
Table of Contents
-
I. Meeting Procedures
-
II. Meeting Agenda
1. Report Items
- (1) 2022 Operation Results
- (2) 2022 Financial Results
- (3) Audit Committee's Review Opinions on 2022 Annual Final Accounting Books and Statements
- (4) Report on 2022 Employees' and Directors' Compensation
- (5) Report on Issuance of Unsecured Ordinary Corporate Bond.
2. Proposal Items
- (1) Adoption of the 2022 Annual Business Report and Financial Statements
- (2) Adoption of the 2022 Earnings Distribution
3. Discussion Items
- (1) Discussion of the Amendments to the Articles of Incorporation
- (2) Discussion of the Amendments to the Shareholders' Meeting Rules and Procedures
- (3) Discussion of the Amendments to the Director Election Regulations
- (4) Discussion of the Release from Non-competition Restrictions on Directors
4. Extemporary Motions
Meeting Adjourn
-
III. Appendices
-
Business Report
-
2022 Parent Company Only Financial Statements and CPA Audit Report
-
2022 Consolidated Financial Statements and CPA Audit Report
-
Audit Committee's Review Opinions on 2022 Annual Final Accounting Books and Statements
-
Articles of Incorporation
-
Shareholders' Meeting Rules and Procedures
-
Director Election Regulations
-
Effect of Issuance of Bonus Shares to be Resolved at this Annual General Shareholders' Meeting on Operating Performance and Earnings Per Share
-
Shareholdings of All Directors of the Company
-
Relevant Information on Proposals Made by Shareholders Who Hold 1% or More of the Total Issued Shares of the Company
-
Delta Electronics’ Climate Transition Plan
-
Note: The Company's 2022 Parent Company Only Financial Statements, 2022 Consolidated Financial Statements and 2023 Annual General Shareholders' Meeting Handbook are available on the "Market Observation Post System" website; please visit https://mops.twse.com.tw for details.
1
I. MEETING PROCEDURES
Procedures of Delta Electronics, Inc. 2023 Annual General Shareholders' Meeting
-
Call meeting to order
-
Chairman takes his place
-
All rise
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Singing of national anthem
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Three respectful bows to the national flag and portrait of Dr. Sun Yat-Sen
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Chairman's address
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Report items
-
Proposal items
-
Discussion items
Voting and Resolution for each of proposal and discussion items
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Extemporary motions
-
Meeting adjourn
2
II. MEETING AGENDA
1. Report Items
- (1) 2022 Operation Results
See Appendix 1: Business Report
-
(2) 2022 Financial Results
-
a) PricewaterhouseCoopers CPA Audit Report (Parent Company Only Financial Statements)
See Appendix 2: PricewaterhouseCoopers CPA Audit Report
-
b) Parent Company Only Balance Sheet as of December 31, 2022
- See Appendix 2: Parent Company Only Balance Sheet
-
c) Parent Company Only Comprehensive Income Statement (January 1, 2022~December 31, 2022)
- See Appendix 2: Parent Company Only Comprehensive Income Statement
-
d) Parent Company Only Statement of Changes in Equity (January 1, 2022~December 31, 2022)
- See Appendix 2: Parent Company Only Statement of Changes in Equity
-
e) Parent Company Only Cash Flow Statement (January 1, 2022~December 31, 2022) See Appendix 2: Parent Company Only Cash Flow Statement
-
f) PricewaterhouseCoopers CPA Audit Report (Consolidated Financial Statements) See Appendix 3: PricewaterhouseCoopers CPA Audit Report
-
g) Consolidated Balance Sheet as of December 31, 2022
- See Appendix 3: Consolidated Balance Sheet
-
h) Consolidated Comprehensive Income Statement (January 1, 2022~December 31, 2022) See Appendix 3: Consolidated Statement of Comprehensive Income
-
i) Consolidated Statement of Changes in Equity (January 1, 2022~December 31, 2022) See Appendix 3: Consolidated Statement of Changes in Equity
-
j) Consolidated Cash Flow Statement (January 1, 2022~December 31, 2022) See Appendix 3: Consolidated Cash Flow Statement
-
(3) Audit Committee's Review Opinions on 2022 Annual Final Accounting Books and Statements See Appendix 4: Audit Committee's Review Opinions on 2022 annual final accounting books and statements.
-
(4) Report on 2022 Employees' and Directors' Compensation
The Company's annual profit in 2022 is NT$40,248,438,452, of which 7.8% is allocated as the employees' compensation in cash totaling NT$3,103,244,182 and 0.12% is allocated as the directors' compensation in cash totaling NT$47,520,000.
3
-
(5) 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 and February 22, 2023 respectively. The each 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 2nd issuance of unsecured ordinary corporate bond in 2022 (111-2) with totaling amount NT$5 billion. It has been effectively registered on September 27, 2022 upon the letter No. 11100106661 issued by the Taipei Exchange.
-
c) The Company issued the 1st issuance of unsecured ordinary corporate bond in 2023 (112-1) with totaling amount NT$5 billion. It has been effectively registered on January 3, 2023 upon the letter No. 11100135521 issued by the Taipei Exchange.
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d) The Company issued the 2nd issuance of unsecured ordinary corporate bond in 2023 (112-2) with totaling amount NT$6.5 billion that are comprised of 2 Tranches, Tranche A and Tranche B, according to different issuance period. It has been effective registration on April 18, 2023 upon the letter No. 11200029341 issued by the Taipei Exchange. The amount issued for Tranche A is NT$3.0 billion and the amount issued for Tranche B is NT$3.5 billion.
-
e) The status of issuance of the unsecured ordinary corporate bond is as below:
4
Status of issuance of corporate bonds
| Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|
| Domestic Unsecured | Domestic Unsecured | Domestic Unsecured Bond (112-2) | |||
| Type of Corporate Bonds | |||||
| Bond (111-2) | Bond (112-1) | Tranche A | Tranche B | ||
| Issue Date | 2022/10/05 | 2023/01/12 | 2023/04/27 | 2023/04/27 | |
| Denomination | 1,000 | 1,000 | 1,000 | ||
| Offering Price | At Par | At Par | At Par | ||
| Total Amount | 5,000,000 | 5,000,000 | 3,000,000 | 3,500,000 | |
| Coupon | 1.45% | 1.83% | 1.43% | 1.53% | |
| 3 years | 3 years | 3 years | 5 years | ||
| Tenure & Maturity Date | |||||
| Maturity:2025/10/05 | Maturity:2026/01/12 | Maturity:2026/04/27 | Maturity:2028/04/27 | ||
| Guarantor | None | None | None | ||
| Trustee | CTBC Bank Co., Ltd. | CTBC Bank Co., Ltd. | CTBC Bank Co., Ltd. | ||
| Underwriter | KGI Securities Co. Ltd. | KGI Securities Co. Ltd. | Yuanta Securities Co., Ltd. | ||
| True Honesty International | True Honesty International |
||||
| Legal Counsel | True Honesty International Law Offices |
||||
| Law Offices | Law Offices | ||||
| PricewaterhouseCoopers, | PricewaterhouseCoopers, | ||||
| Auditor | PricewaterhouseCoopers, Taiwan | ||||
| Taiwan | Taiwan | ||||
| Repayment | Bullet Repayment | Bullet Repayment | Bullet Repayment | ||
| Outstanding | 5,000,000 | 5,000,000 | 3,000,000 | 3,500,000 | |
| Redemption or Early Repayment | |||||
| None | None | None | |||
| Clause | |||||
| Covenants | None | None | None | ||
| Credit Rating Agency, Rating Date | |||||
| N/A | N/A | N/A | |||
| and RatingResult | |||||
| As of April 27, | |||||
| 2023, amount of | |||||
| converted or | |||||
exchanged |
N/A | N/A | N/A | ||
| Other Rights of | |||||
common shares, |
|||||
| Bondholders | |||||
| GDRs or other | |||||
| securities | |||||
| Conversion Right | None | None | None | ||
| Dilution Effect and Other Adverse | |||||
| None | None | None | |||
| Effects on ExistingShareholders | |||||
| Custodian | None | None | None |
5
2. Proposal Items
- (1) Adoption of the 2022 Annual Business Report and Financial Statements (Proposed by the Board of Directors)
Explanation:
-
a) This Company's 2022 Annual Business Report and Financial Statements including the 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, Hsiao, Chun-Yuan 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.
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b) It is proposed by the Board of Directors to submit the 2022 Annual Business Report and Financial Reports to this Annual General Shareholders’ Meeting for adoption.
-
(2) Adoption of the 2022 Earnings Distribution
-
(Proposed by the Board of Directors)
Explanation:
-
a) The 2022 Earnings Distribution Table is compiled as follows in accordance with Company Act and the Company's Articles of Incorporation and had been resolved by the Board of Directors and reviewed by the Company’s Audit Committee. The Audit Committee has found no discrepancies after a thorough review and has made a written review report.
-
b) The Board of Directors proposed to set aside NT$25,559,826,358 for cash dividends. According to the number of shares issued and entitled to distribution totaling 2,597,543,329, the cash dividends of NT$9.84 per share will be distributed. The Board of Directors authorized the Chairman subject to the approval of Annual General Shareholders' Meeting to set a record date on which the proposed cash dividends would be distributed according to the shareholding ratio of shareholders appeared in the register of shareholders on the designated record date of distribution. In the event that the proposed earnings distribution approved is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a change in common shares (such as, buyback of shares for transfer or cancellation, domestic capital increase by cash, and exercise of employee stock options), it is proposed that the Chairman be authorized to adjust the cash dividends to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
-
c) It is proposed by the Board of Directors to submit the 2022 Earnings Distribution to this Annual General Shareholders’ Meeting for adoption.
6
Delta Electronics, Inc. 2022 Earnings Distribution Table
| Unit: NT$ | ||
|---|---|---|
| Item | Description | Amount |
| Net profit after tax for the year 2022 | 32,665,728,232 | |
| Subtract: Setting aside 10% legal reserve | 3,288,320,417 | |
| Add: Reversal of special reserve | 13,198,043,745 | |
| Earnings available for distribution by the end of 2022 | 42,575,451,560 | |
| Add: Retained earnings in the beginning of 2022 | 33,024,154,192 | |
| Actuarial profit on defined benefit plan in 2022 | 209,625,641 | |
| Profit on disposal of financial assets at fair value through | ||
| other comprehensive income in 2022 | 8,491,956 | |
| Subtract: Difference between consideration and carring amount of | ||
| subsidiaries acquired or disposed in 2022 | 641,659 | |
| Earnings available for distribution by the end of the fiscal year | 75,817,081,690 | |
| (Note 1) | ||
| Distribution Items: | ||
| Shareholders' dividends - Cash | NT$9.84 per share | 25,559,826,358 |
| Undistributed earnings by the end of 2022 | 50,257,255,332 | |
| (Note 1) The principle of 2022 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
7
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 1 | The Company is incorporated as a company limited by shares under the Company Act of the Republic of China, and its name is "台達電子工業股份有限 公司"in the Chinese language, and “Delta Electronics, Inc."in the English language. |
The Company is incorporated as a company limited by shares under the Company Act of the Republic of China, and its name is "台達電子工業股份有限 公司". |
Disclosure of the English name of the Company |
|
| Article 2 | The Company is engaged in the following businesses: 1. A101020 Growing of crops; 2. A101030 Growing of special crops; 3. A101040 Growing of edible fungi; 4. A102041 Recreational agriculture; 5. C801010 Basic chemical industry business; 6. C801990 Other chemical material manufacturing business; 7. C802120 Industrial catalyst manufacturing; 8. CA02990 Other fabricated metal products manufacturing not elsewhere classified; 9. CA04010 Metal surface treating; 10.CB01010 Machinery equipment manufacturing business; 11.CB01071 Frozen and air- conditioning manufacturing business; 12.CB01990 Other machinery manufacturing business; 13.CC01010 Electronic power generating, electric transmission and power distributing machinery manufacturing business; 14.CC01030 Electric appliance and audiovisual electric products manufacturing business; 15.CC01040 Lightingequipment |
The Company is engaged in the following businesses: 1. C801010 Basic chemical industry business; 2. C801990 Other chemical material manufacturing business; 3. C802120 Industrial catalyst manufacturing; 4. CA02990 Other fabricated metal products manufacturing not elsewhere classified; 5. CA04010 Metal surface treating; 6. CB01010 Machinery equipment manufacturing business; 7. CB01071 Frozen and air- conditioning manufacturing business; 8. CB01990 Other machinery manufacturing business; 9. CC01010 Electronic power generating, Electric transmission and power distributing machinery manufacturing business; 10.CC01030 Electric appliance and audiovisual electric products manufacturing business; 11.CC01040 Lighting equipment manufacturing business; 12.CC01060 Wire communication equipment and apparatus manufacturingbusiness; |
Additions and amendments to the article due to the Company's business needs and amendments promulgated by the competent authority |
|
| 11. | ||||
| 12. | ||||
| 13. | ||||
| 14. | ||||
| 15. |
8
| Article | Article after revision | Article before revision | Explanation |
|---|---|---|---|
| manufacturing business; 16.CC01060 Wire communication equipment and apparatus manufacturing business; 17.CC01070 Wireless communication devices and equipment manufacturing business; 18.CC01080 Electronic parts and components manufacturing business; 19.CC01090 Batteries manufacturing business; 20.CC01100Restrained telecommunication radio frequency equipment and materials manufacturing; 21.CC01110 Computers and its peripheral equipment manufacturing business; 22.CC01120 Data storage media manufacturing and duplicating; 23.CC01990 Other electrical and electronic machinery and materials manufacturing business; 24.CD01010 Ship and parts manufacturing business; 25.CD01020 Tramway cars manufacturing business; 26.CD01030 Automobiles and auto- parts manufacturing business; 27.CD01040 Motorcycles and motorcycle parts manufacturing business; 28.CD01050 Bicycles and bicycle parts manufacturing business; 29.CD01060 Aircraft and parts manufacturing business; 30.CD01990 Other transportation equipment and parts manufacturing business; 31.CE01010 General equipment and instruments manufacturing business; 32.CE01021 Measuring instruments manufacturing business; 33.CE01030 Photographic and optical equipment manufacturing business; 34.CE01040 Clocks and watches manufacturing business; 35.CE01990 Otherphotographic and |
13.CC01070 Wireless communication devices and equipment manufacturing business; 14.CC01080 Electronic parts and components manufacturing business; 15.CC01090 Batteries manufacturing business; 16.CC01101Restrained telecommunication radio frequency equipment and materials manufacturing; 17.CC01110 Computers and its peripheral equipment manufacturing business; 18.CC01120 Data storage media manufacturing and duplicating; 19.CC01990 Other electrical and electronic machinery and materials manufacturing business; 20.CD01010 Ship and parts manufacturing business; 21.CD01020 Tramway cars manufacturing business; 22.CD01030 Automobiles and auto- parts manufacturing business; 23.CD01040 Motorcycles and motorcycle parts manufacturing business; 24.CD01050 Bicycles and bicycle parts manufacturing business; 25.CD01060 Aircraft and parts manufacturing business; 26.CD01990 Other transportation equipment and parts manufacturing business; 27.CE01010 General equipment and instruments manufacturing business; 28.CE01021 Measuring instruments manufacturing business; 29.CE01030 Photographic and optical equipment manufacturing business; 30.CE01040 Clocks and watches manufacturing business; 31.CE01990 Other photographic and optical equipment manufacturing business; 32.CF01011 Medical appliances and equipment business; |
9
| Article | Article after revision | Article before revision | Explanation | |
|---|---|---|---|---|
| optical equipment manufacturing business; 36.CF01011 Medical appliances and equipment business; 37.CQ01010 Die manufacturing; 38.E599010 Pipe lines construction business; 39.E601010 Electric appliance installation business; 40.E601020 Electric appliance construction business; 41.E602011 Frozen and air- conditioning engineering; 42.E603010 Cables construction; 43.E603040 Fire safety equipment installation business; 44.E603050 Automation control equipment manufacturing business; 45.E603090 Lighting equipment installation business; 46.E604010 Machinery installation business; 47.E605010 Computer equipment installation business; 48.E701010 Telecommunications construction; 49.E701030 Restricted telecommunication radio frequency equipment and materials installation business; 50.EZ05010 Apparatus installation and construction business; 51.EZ14010 Sports ground equipment construction; 52.F101130 Wholesale of vegetable and fruits; 53.F106030 Wholesale of die; 54.F106040 Water containers wholesale business; 55.F108031 Drugs and medical goods wholesale business; 56.F113010 Machinery wholesale business; 57.F113020 Electrical appliances wholesale business; 58.F113030 Wholesale of precision Instruments; 59.F113050 Computer and office appliances and equipment wholesale business; 60.F113060 Wholesale of metrological |
33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. |
CQ01010 Die manufacturing; E599010 Pipe lines construction business; E601010 Electric appliance installation business; E601020 Electric appliance construction business; E602011 Frozen and air- conditioning Engineering; E603010 Cables construction; E603040 Fire safety equipment installation business; E603050 Automation control equipment manufacturing business; E603090 Lighting equipment installation business; E604010 Machinery installation business; E605010 Computer equipment installation business; E701010 Telecommunications construction; E701030 Restricted telecommunication radio frequency equipment and materials installation business; EZ05010 Apparatus installation and construction business; EZ14010 Sports ground equipment construction; F101130 Wholesale of vegetable and fruits; F106030 Wholesale of die; F106040 Water containers wholesale business; F108031 Drugs and medical goods wholesale business; F109070 Wholesale of stationery articles, musical Instruments and educational entertainment articles; F113010 Machinery wholesale business; F113020 Electrical appliances wholesale business; F113030 Wholesale of precision Instruments; F113050 Computer and office appliances and equipment wholesale business; |
||
F113010 F113020 F113030 F113050 |
10
| Article | Article after revision | Article before revision | Explanation | ||
|---|---|---|---|---|---|
| 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. 75. 76. 77. 78. 79. 80. 81. 82. 83. 84. 85. 86. 87. 88. |
Instruments; F113070 Telecommunication equipment wholesale business; F113110 Wholesale of batteries; F118010 Computer software wholesale business; F119010 Electronic components and materials wholesale business; F199990 Other wholesale business; F201010 Retail sale of agricultural products; F206030 Retail sale of die; F208031 Medical equipment retail business; F213010 Electrical appliances retail business; F213030 Computer and office appliances and equipment retail business; F213050 Retail sale of metrological Instruments; F213060 Telecommunication equipment retail business; F213110 Retail sale of batteries; F217010 Retail sale of fire safety equipment; F218010 Computer software retail business; F219010 Electronic components and materials retail business; F399040 Non-store retail business; F401010 International trade business; F401181 Measuring instrument importing business; F601010 Intellectual property business; G202010 Parking area operators; G801010 Warehousing and storage business; I101061 Professional engineering consulting; I103060 Management consulting services business; I199990 Other consulting services; I301010 Software design and service business; I301020 Data processing services business; I301030 Digital information supply services business; |
57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. 75. 76. 77. 78. 79. 80. 81. 82. |
F113060 Wholesale of metrological Instruments; F113070 Telecommunication equipment wholesale business; F113110 Wholesale of batteries; F118010 Computer software wholesale business; F119010 Electronic components and materials wholesale business; F199990 Other wholesale business; F201010 Retail sale of agricultural products; F206030 Retail sale of die; F208031 Medical equipment retail business; F209060 Education, musical instruments and entertainment articles retail business; F213010 Electrical appliances retail business; F213030 Computer and office appliances and equipment retail business; F213050 Retail sale of metrological Instruments; F213060 Telecommunication equipment retail business; F213110 Retail sale of batteries; F217010 Retail sale of fire safety equipment; F218010 Computer software retail business; F219010 Electronic components and materials retail business; F399040 Non-store retail business; F401010 International trade business; F401021 Restricted telecommunication radio frequency equipment and materials import business; F401181 Measuring instrument importing business; F601010 Intellectual property business; G801010 Warehousing and storage business; I103060 Management consulting services business; I199990 Other consultingservices; |
||
I103060 I199990 I301010 I301020 I301030 |
11
| Article | Article after revision | Article before revision | Explanation | ||
|---|---|---|---|---|---|
| 89.I501010 Product external appearance designing business; 90.I599990 Other design business; 91.IG02010 Research development service business; 92.IG03010 Energy technical services business; 93.IZ13010 Network authentication service business; 94.IZ99990 Other industry and commerce services not elsewhere classified; 95.JE01010 Rental and leasing business; 96.ZZ99999 All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits. |
83.I301010 Software design and service business; 84.I301020 Data processing services business; 85.I301030 Digital information supply services business; 86. I401010 General advertising service business; 87.I501010 Product external appearance designing business; 88.I599990 Other design business; 89.IG02010 Research development service business; 90.IG03010 Energy technical services business; 91. IZ03010 Newspaper clipping business; 92. IZ04010 Translation business; 93. IZ10010 Typesetting business; 94.IZ13010 Network authentication service business; 95.IZ99990 Other industry and commerce services not elsewhere classified; 96. J303010 Magazines (journals) publishing business; 97. J304010 Books publishing business; 98. J305010 Audio publishing business; 99. J399010 Software publishing business; 100. J399990 Other publishing business; 101. J701070 Computer recreational activities; 102.JE01010 Rental and leasing business; 103.ZZ99999 All businesses that are not prohibited or restricted by laws and regulations other than those requiring specialpermits. |
I301010 Software design and service business; I301020 Data processing services business; I301030 Digital information supply services business; I401010 General advertising service |
|||
101. J701070 |
|||||
102.JE01010 103.ZZ99999 |
|||||
| Article 30 | If the Company makes profits for the current year, the Board of Directors shall resolve on the allocation of at least 3% as the employee compensation and no more than 1% as the compensation for directors. If the Company has cumulative losses, the amount equivalent to such losses shall be reserved prior to the allocation and reported in the shareholders' meeting. Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements,entitled to |
If the Company makes profits for the current year, the Board of Directors shall resolve on the allocation of at least 3% as the employee compensation and no more than 1% as the compensation for directors. If the Company has cumulative losses, the amount equivalent to such losses shall be reserved prior to the allocation and reported in the shareholders' meeting. Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements,entitled to |
Amendments are made due to practical requirement. |
12
| Article | Article after revision | Article before revision | Explanation | |
|---|---|---|---|---|
| receive the abovementioned compensation, may be specified by the authorized Board of Directors or the person authorized by the Board of Directors. The Company shall allocate the earnings for each fiscal year in the following order: 1. Paying tax; 2. Making up losses for preceding years; 3. Setting aside a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Company; 4. Setting aside or reversing a special reserve according to relevant regulations when necessary; 5. The balance together with the retained earnings as of the beginning of the fiscal year concerned shall be the shareholders' dividends. The proposed of earnings distribution shall be set by the Board of Directors and submitted to shareholders’ meetings for resolving. The Company is at a stage of stable growth, and the benefits of shareholders, stability of financial condition and business development shall be considered when it comes to dividend distribution. In view of its future capital expenditure and reinvestment plans, the amount of dividends distributed to shareholders should not be less than 50% of its net profit after tax of the year, of which cash should account for more than15%of the dividends distributed to shareholders. |
receive the abovementioned compensation, may be specified by the authorized Board of Directors or the person authorized by the Board of Directors. The Company shall allocate the earnings for each fiscal year in the following order: 1. Paying tax; 2. Making up losses for preceding years; 3. Setting aside a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Company; 4. Setting aside or reversing a special reserve according to relevant regulations when necessary; 5. The balance together with the retained earnings as of the beginning of the fiscal year concerned shall be the shareholders' dividends. The proposed of earnings distribution shall be set by the Board of Directors and submitted to shareholders’ meetings for resolving.Asthe Company is at a stage of stable growth, and considering the benefits of shareholders, stability of financial condition and business development, the amount of dividends distributed to shareholders shall be no less than 60% of the distributable earnings of the current year and no less than 15%of the shareholder’s dividends shall be in the form of cash. |
|||
| Article 33 | These Articles of Incorporation were enacted on July 28, 1975; (the 1stthrough 50threvision dates have been omitted for simplicity) The fifty-first amendment was made on June 14, 2022;The fifty-second amendment was made on June 13, 2023. |
These Articles of Incorporation were enacted on July 28, 1975; (the 1stthrough 50threvision dates have been omitted for simplicity) The fifty-first amendment was made on June 14, 2022. |
Addition of the 52st revision date. |
13
- (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. 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 The Company's shareholders' meeting 1. The second shall be convened by the Board of shall be convened by the Board of paragraph will be Directors unless applicable laws and Directors unless applicable laws and added in order to regulations provide otherwise. regulations provide otherwise. protect the rights The Company shall, pursuant to a Changes to how the Company convenes and interests of resolution adopted by a majority vote of its shareholders’ meeting shall be shareholders, a meeting of the board of directors resolved by the Board of Directors, and when the attended by two-thirds or more of all the shall be made no later than mailing of the Company directors, convene a virtual-only shareholders’ meeting notice. convenes a shareholders’ meeting. The Company shall prepare the virtual-only Changes to how the Company convenes electronic files of the notification of the shareholders’ its shareholders’ meeting shall be shareholders' meeting, the proxy meeting, because resolved by the Board of Directors, and instrument, agenda and materials there is no shall be made no later than mailing of the relating to proposals for acknowledgment physical venue for shareholders’ meeting notice. and discussion and election or discharge shareholders to The Company shall prepare the of directors (including independent attend. Therefore, electronic files of the notification of the directors), and upload the same to the a special shareholders' meeting, the proxy Market Observation Post System resolution instrument, agenda and materials Website 30 days in advance of an annual adopted by the relating to proposals for acknowledgment general shareholders' meeting or 15 board of directors and discussion and election or discharge days in advance of an extraordinary will be required. of directors (including independent shareholders' meeting. The Company 2. Paragraph 2 will directors), and upload the same to the shall also prepare the electronic files of be renumbered Market Observation Post System the shareholders' meeting agenda and as paragraph 3. Website 30 days in advance of an annual supplemental materials and upload the 3. Paragraph 3 will general shareholders' meeting or 15 same to the Market Observation Post be renumbered days in advance of an extraordinary System Website 21 days in advance of as paragraph 4, shareholders' meeting. The Company an annual general shareholders' meeting and this shall also prepare the electronic files of or 15 days in advance of an extraordinary paragraph will be the shareholders' meeting agenda and shareholders' meeting. The Company revised to ensure supplemental materials and upload the shall make the shareholders' meeting the shareholders
14
| Article | Article after revision | Article before revision | Explanation | ||
|---|---|---|---|---|---|
| same to the Market Observation Post System Website 21 days in advance of an annual general shareholders' meeting or 15 days in advance of an extraordinary shareholders' meeting. The Company shall make the shareholders' meeting agenda and supplemental materials available for shareholders to review at any time 15 days in advance of the shareholders' meeting and these documents shall be displayed at the Company and professional stock affairs agency appointed by the Company. The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the day of the shareholders meeting: 1. For physical shareholders meetings, to be distributed on-site at the meeting. 2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform. 3. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. (the rest is omitted) |
agenda and supplemental materials available for shareholders to review at any time 15 days in advance of the shareholders' meeting and these documents shall be displayed at the Company and professional stock affairs agency appointed by the Companyand shall be distributed at the shareholders' meeting. (the rest is omitted) |
to review the agenda and supplemental meeting materials whether they participate in the physical shareholders’ meeting or participate through video. besides, the fifth paragraph is added accordingly. 4. Paragraph 4 to 10 will be renumbered as paragraph 6 to 12. |
15
-
(3) Discussion of the Amendments to the Director Election Regulations
-
(Proposed by the Board of Directors)
Explanation:
-
c) It is proposed to amend certain provisions of the Director Election Regulations in accordance with the evaluation of the Dow Jones Sustainability World Index (DJSI).
-
d) The proposed amendments are submitted for discussion.
Comparison Table of Revised Articles of the Director Election Regulations
| Article | Article after revision | Article before revision | Explanation | |||
|---|---|---|---|---|---|---|
| Article 3 | Whennominating andselecting the Company's directors, it should take into consideration the overall composition of the Board of Directors.The composition of the board of directors shall be determined by taking diversity into consideration, such as including different genders, ages, races, nationalities, cultures, professional backgrounds and working fields, etc. Meanwhile it is advised that the board members possess the knowledge, skills, and qualities needed to perform their dutiesin general, including business judgment, accounting and financial analysis ability, administrative management ability, crisis management ability, industry knowledge, international market perspective, leadership ability, and decision-making ability. The number of directors having a spousal relationship or family relationship within the second degree of kinship with any other director shall be less than half of the total number of directors. |
When selecting the Company's directors, it should take into consideration the overall composition of the Board of Directors.The members of the Board of Directors mustcommonly possess the knowledge, skills, and qualities needed to perform their duties, including business judgment, accounting and financial analysis ability, administrative management ability, crisis management ability, industry knowledge, international market perspective, leadership ability, and decision-making ability. The number of directors having a spousal relationship or family relationship within the second degree of kinship with any other director shall be less than half of the total number of directors. |
Revision of this paragraph will be made to taking diversity into consideration when forming the board of directors in accordance with the evaluation of the Dow Jones Sustainability World Index (DJSI). |
16
- (4) 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 the shareholders’ meeting the essential contents of such conduct and obtain the shareholders’ approval.
-
b) As certain directors concurrently work for other companies, which may constitute the act restricted under Article 209 of the Company Act, it is proposed to release the noncompetition restrictions on the directors, without prejudice to the interests of the Company.
-
c) The proposal is submitted for discussion.
Description of Positions of Directors in Other Companies (New)
| Title | Name | Positions in Other Companies (Note) |
Positions in Other Companies (Note) |
|---|---|---|---|
| Vice- Chairman |
Mark Ko | Ancora Semiconductors Inc. |
Director |
| Director | Simon Chang | Delta Energy Technology Puhuan (Shanghai) Co., Ltd. |
Director |
| Director | Victor Cheng | Atrust Computer Corporation |
Director |
| Independent Director |
Ji-Ren Lee | AIROHA Technology Corp. |
Independent Director Audit Committee Member Chairman and Convener of Compensation Committee |
| Independent Director |
Rose Tsou | FundRich Securities | Director |
| IPEVO Corp. | Director Compensation Committee Member |
||
| Independent Director |
Audrey Tseng | BRIM Biotechnology, Inc. | Director |
| ASUSTeK Computer Inc. | Independent Director Audit Committee Member |
||
| Coretronic Corporation | Independent Director Audit Committee Member Compensation Committee Member Nomination Committee Member |
||
| Bionime Corporation | Independent Director Audit Committee Member Compensation Committee Member |
Note:Excluding subsidiaries that are 100% owned by the Company.
Voting and resolution for each of the proposal and discussion items
17
4. Extemporary Motions
Meeting Adjourn.
18
III. Appendices Appendix 1
Business Report
In 2022, there was a tightening of monetary policy in major international economies, as well as high inflationary pressures and ongoing pandemic lockdowns in many countries. All of this has led to global instability; however, imbalances in supply chains since the outbreak have gradually eased. The collective efforts of all members of Delta have contributed to the growth of the Company’s annual revenue and earnings per share (EPS). The consolidated revenue in 2022 was NT$384.4 billion, a 22.2% increase from the previous year; gross profit was NT$110.8 billion with a gross profit margin of 28.8%; net operating profit was NT$41.4 billion with a net profit margin of 10.8%; net income after tax was NT$32.7 billion with a net after-tax profit margin of 8.5%; EPS was NT$12.58 and return on equity (ROE) ratio was 19.13%. Here is a summary of the performance and status of Delta’s core business categories in 2022.
Power Electronics
In power electronics Delta stands firm as a global business leader providing AC/DC and DC/DC power supplies, brushless DC fans and thermal systems, and the miniaturization of key components. Its product lineup also covers various application markets, such as industrial, medical, automotive, household, satellite, information communication, and others.
Delta’s latest 3200W titanium-grade server power supply CRPS is designed with Gallium Nitride (GaN). Compared to SiC-MOSFETs with the same volume, the titanium-grade server power supply CRPS designed with GaN components can have its power density increased by 25% and its power efficiency improved further from 94% to 96%. With this high-frequency design, the size of the power supply can also be greatly reduced, and the saved space can be used for capacitor settings. If the power of a data center fails without warning, the buffer time can then be extended by as much as 30% through the capacitor, further strengthening system reliability.
As a global expert in power management and thermal solutions, Delta has been recognized by the U.S. Environmental Protection Agency (EPA) for its excellent product performance and energy efficiency over the years. In 2022, Delta was named an ENERGY STAR[®] Partner of the Year for the seventh consecutive year, having also received the Sustained Excellence Award, the highest honor from ENERGY STAR[®] for five consecutive years.
Delta has invested in the automotive and electric vehicle markets for more than a decade. In addition to providing automotive components, such as automotive inductors, automotive fans, and others, Delta is a direct supplier of key vehicle systems such as power management systems, motor drives, motor controllers, and more, to the world's largest automakers. To accelerate the development of electric vehicles, Delta signed an MoU in 2022 with automotive semiconductor manufacturer NXP Semiconductor, establishing a joint laboratory that will help Delta speed up its product development and verification time, reduce development costs, as well as improve product efficiency, power density, and system integration capabilities.
Automation
Not only do Delta's industrial automation products and solutions enable many customers around the world to build more flexible and resilient smart manufacturing lines, but they also help customers progressively achieve their sustainable goals of energy conservation and carbon reduction.
In fluid automation, the equipment used for controlling liquid or gas is indispensable and important to business operations, public life, and even national infrastructure. However, a large proportion of fluid equipment often needs to operate continuously for long periods of time, and this consumes a significant amount of power. Delta’s solutions can help customers improve product performance and energy consumption. Moreover, an administrator can monitor the operation status of all equipment and power usage information from the back-end management platform and formulate an optimal power consumption strategy accordingly, resulting in considerable energy savings.
19
Infrastructure
The data center industry is booming with the massive increase in cloud services. However, while cloud computing is being implemented, the surge in power consumption and heat dissipation associated with high-performance computing poses new challenges to the stability of information systems and carbon management. Delta's "two-phase immersion cooling" data center solution combines the latest technology with innovative mechanisms designed to immerse electronic equipment directly in non-conductive, lowboiling point and easy-to-evaporate liquid coolant. Through a phase-change cooling system, heat is taken away and the heat exchange process is reduced, while improving heat dissipation efficiency. Compared to traditional air-cooled heat dissipation designs, Delta’s solution reduces energy consumption by a substantial 84%.
In 2022, as border restrictions and global supply chain bottlenecks gradually eased in Europe and the United States, Delta's communication power supply business, network communication products, energy storage business, and electric vehicle charging business all achieved new milestones. Delta supplied about 250 DC and AC chargers during the 2022 G20 and B20 summits held in Bali, Indonesia, providing charging services for nearly a thousand electric vehicles. As a service provider, Delta offers a series of comprehensive charging equipment solutions to meet the charging needs of electric buses, electric cars, and electric locomotives. Delta’s background system integration technology and software connection capabilities can effectively improve the operational efficiency of charging stations.
At the same time, the Lanyu energy storage system that Delta handed over to the Taiwan Power Company for operation in June 2022 has helped solve their problem of peak demand due to the summer influx of tourists. Unlike expensive and highly polluting diesel generators, Delta's energy storage system can effectively strengthen the stability of Lanyu's power system, thus resolving power supply issues in the outlying islands.
In response to the 1.5°C pathway for keeping global warming under control, Delta has formulated a longterm target of achieving "Net Zero" emissions at all global operating sites by 2050. Delta became the first in the technology hardware and equipment industry in Asia and the 125[th] company in the world to pass the SBTi’s Net Zero target review.
In the 2022 climate change report published by CDP (formerly known as the Carbon Disclosure Project), Delta was selected for a double A List rating on the two environmental issues of "climate change" and "water security management". In the 2022 Dow Jones Sustainability Indices (DJSI) evaluation, Delta's overall performance in the social dimension also scored at the 100% percentile in the global electronic equipment industry, which shows that Delta continues to strengthen its people-oriented core values amid the global trend of energy conservation and carbon reduction. In addition, Delta has not only been selected as the best international brand in Taiwan for the twelfth year, but its brand value has also increased by another 8% since 2021, reaching US$426 million, a record of ten consecutive years of growth.
Delta officially began its second 50 years in 2022. Consistently combining business development and sustainable goals in its operations, Delta aims to achieve a sustainable future through energy-saving technologies. With sincere thanks to all employees, customers, shareholders, and partners for their longterm support, Delta will continue to work together with all its colleagues to reach its next peak of business success going forward.
| Chairman | Yancey Hai |
|---|---|
| Manager | Ping Cheng |
| Chief Accounting Officer | Beau Yu |
20
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, 2022 and 2021, 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 (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, 2022 and 2021, 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 Standards on Auditing of 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 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in
21
forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2022 parent company only financial statements are stated as follows:
Investments accounted for under equity method
Description
Refer to Note 4(37) in the consolidated financial statements for the accounting policy on business combination. Refer to Notes 6(10) and (31) in the consolidated financial statements for the accounting treatment of business combination and the allocation of purchase price.
In December 2021, the subsidiary of the Company-Delta International Holding Limited B.V. acquired 100% of the share capital of March Networks Holding Ltd. for NT$3,462,124 thousand. Such business acquisition was recognised as investment accounted for under the equity method in the balance sheet. The allocation of the acquisition price was completed in the second quarter of 2022. The acquisition price and the amount of intangible assets arising from the business acquisition are significant and the net fair value of identifiable assets and liabilities and the allocation of intangible assets are based on management’s estimation and subjective judgement. Thus, we considered the purchase price allocation for the above business combination a key audit matter.
How our audit addressed the matter
We performed the following procedures for the above key audit matter:
-
A. Assessed the appropriateness and objectivity of the appraisers appointed by the management.
-
B. Reviewed identification of intangible assets, fair value measurement of identifiable intangible assets, discount rates and the reasonableness of goodwill calculation in the purchase price allocation report prepared by external experts.
Intangible assets (including subsidiaries) - Impairment assessment of goodwill
Refer to Note 4(21) for the accounting policies on impairment of non-financial assets. Refer to Notes 5(2) and 6(10) for the impairment assessment of goodwill including critical accounting estimates.
As at December 31, 2022, the recognised goodwill as a result of the investments in Cyntec Co., Ltd., ELTEK AS, Delta Controls Inc., Delta Greentech (China) Co., Ltd., March Network Holdings Ltd.,
22
Amerlux LLC and Trihedral Engineering Limited amounted to NT$17,720,161 thousand. As the balance of goodwill acquired from the merger is material, the assumptions used in assessing goodwill impairment involves significant accounting estimates which are complex and have high uncertainty, we consider the impairment assessment of goodwill a key audit matter.
How our audit addressed the matter
We performed the following procedures for the above key audit matter:
-
A. Understood the process of goodwill impairment assessment, obtained the assessment form provided by management and assessed whether the valuation models adopted by management are reasonable for the industry, environment and the valued assets of the Company.
-
B. Assessed the reasonableness of material assumptions, such as expected future cash flows, expected growth rates, operating margin and discount rates, by:
-
(a) Checking the setting of parameters of valuation models and calculation formulas;
-
(b) Confirming whether the expected future cash flows are in agreement with the budget provided by the business units;
-
(c) Comparing the expected growth rate and operating margin with historical data, economic and industrial forecast documents; and
-
(d) Comparing the discount rate with cost of capital assumptions of cash generating units and rates of return of similar assets.
-
C. Performed a sensitivity analysis on the value of significant assumptions to assess the risk of impairment of goodwill if there is a change in significant assumptions.
– 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$31,866,553 thousand and NT$24,832,494 thousand, constituting 11.10% and 10.15% of total assets as at December 31, 2022 and 2021, respectively, and the comprehensive income recognised from these
23
associates and joint ventures accounted for under the equity method amounted to NT$8,588,314 thousand and NT$2,420,288 thousand, constituting 18.64% and 10.40% of the total comprehensive income for the years then ended, 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.
24
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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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 auditors’ report to the related disclosures in the parent company only financial statements or, if such
25
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.
26
The parent company only financial statements of Delta Electronics, Inc. as at and for the year ended December 31, 2022 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 $30.71 to US$1.00 at December 31, 2022. This basis of translation is not in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Hsiao, Chun-Yuan Chou, Chien-Hung
for and on behalf of PricewaterhouseCoopers, Taiwan
February 22, 2023
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.
27
DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS)
| Assets | Notes 6(1) 8 6(19) 6(4) 6(4) 7 7 6(5) 6(7) 6(2) 6(3) 6(19) 6(6) 6(7) 6(8) 6(9) 6(26) 6(4)(10) |
US Dollars December 31, 2022 $ 62,148 3,573 137,577 785 304,420 288,097 4,116 25,891 302,140 42,745 - 138 1,171,630 30,408 43,752 10,260 7,092,313 897,539 18,329 33,410 30,780 18,957 8,175,748 $ 9,347,378 |
New Taiwan Dollars | New Taiwan Dollars |
|---|---|---|---|---|
| December 31, 2022 $ 1,908,576 109,726 4,224,981 24,120 9,348,724 8,847,460 126,404 795,114 9,278,702 1,312,705 - 4,237 35,980,749 933,824 1,343,614 315,074 217,804,951 27,563,418 562,898 1,026,018 945,264 582,168 251,077,229 $ 287,057,978 |
December 31, 2021 | |||
| 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 |
$ 1,157,090 121,608 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 |
(Continued)
28
DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS)
| LiabilitiesandEquity | USDollars NewTaiwan Dollars Notes December 31,2022 December 31,2022 December 31,2021 6(11) $ - $ - $ 1,400,000 6(19) 83,444 2,562,573 2,455,259 202,449 6,217,212 4,296,842 7 357,611 10,982,225 7,242,026 6(12) 517,794 15,901,462 13,576,568 7 4,161 127,790 221,839 6(26) 72,761 2,234,481 1,350,426 15,763 484,074 377,331 1,253,983 38,509,817 30,920,291 6(13) 377,727 11,600,000 - 6(14) 1,049,061 32,216,656 43,303,780 6(26) 479,343 14,720,638 11,940,925 16,715 513,313 414,829 6(15) 88,201 2,708,647 3,295,310 2,011,047 61,759,254 58,954,844 3,265,030 100,269,071 89,875,135 6(16) 845,830 25,975,433 25,975,433 6(17) 1,606,049 49,321,767 49,114,151 6(18) 1,054,585 32,386,305 29,697,752 526,432 16,166,722 12,543,208 2,146,120 65,907,358 53,622,701 ( 96,668)( 2,968,678) ( 16,166,723) 6,082,348 186,788,907 154,786,522 9 11 $ 9,347,378 $ 287,057,978 $ 244,661,657 |
|---|---|
| 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 Bonds payable 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.
29
DELTA ELECTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE DATA)
| Items | Notes 6(19) and 7 6(5)(24) (25)and 7 6(24)(25) ( ( ( 12(2) ( ( 6(20) 6(21) 6(22) ( 6(23) ( 6(6) 6(15) 6(3) |
US Dollars 2022 $ 2,690,911 ( 1,723,214) 967,697 44,044 ) 107,397 ) 512,696 ) 1,201) 665,338) 302,359 568 34,544 9,687 ) 15,589 ) 895,561 905,397 1,207,756 ( 144,072) $ 1,063,684 $ 344 6,772 6,827 ( 68) 13,875 532,058 ( 82,654 ) ( 26,413) 422,991 $ 436,866 $ 1,500,550 $ 0.41 $ 0.41 |
New Taiwan Dollars 2022 2021 $ 82,637,878 $ 66,921,116 ( 52,919,921)( 41,069,033) 29,717,957 25,852,083 ( 1,352,580) ( 1,111,092) ( 3,298,161) ( 2,990,395) ( 15,744,908) ( 13,255,339) ( 36,872) 70,884 ( 20,432,521)( 17,285,942) 9,285,436 8,566,141 17,441 3,200 1,060,832 991,186 ( 297,475) ( 34,675) ( 478,732) ( 210,706) 27,502,684 20,804,995 27,804,750 21,554,000 37,090,186 30,120,141 ( 4,424,458)( 3,323,839) $ 32,665,728 $ 26,796,302 $ 10,565 ( $ 4,685) 207,974 ( 283,259) 209,666 ( 46,271) ( 2,113) 937 426,092 ( 333,278) 16,339,507 ( 2,302,537) ( 2,538,309) ( 1,103,262) ( 811,127) 204,793 12,990,071 ( 3,201,006) $ 13,416,163 ( $ 3,534,284) $ 46,081,891 $ 23,262,018 $ 12.58 $ 10.32 $ 12.52 $ 10.27 |
|---|---|---|---|
| Operating revenue Operating costs Gross Profit Operating expenses Selling expenses General and administrative expenses Research and development expenses Expected credit impairment(loss)gain 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.
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DELTA ELECTRONICS, INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS)
| 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 Changes in ownership interests in subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Balance at December 31, 2021 2022 New Taiwan Dollars Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Distribution of 2021 earnings 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 income Balance at December 31, 2022 |
Notes | Share capital - common stock |
Capital surplus | Retained earnings | O | ther equityinterest | Total equity | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealised gains (losses) on financial assets measured at fair value through other comprehensive income |
Gains (losses) on hedging instruments |
||||||||||||||
| 6(18) 6(18) |
$ 25,975,433 - - - - - - - - $ 25,975,433 $ 25,975,433 - - - - - - - - - $ 25,975,433 |
$ 49,202,505 - - - - - - ( 110,388 ) 22,034 $ 49,114,151 $ 49,114,151 - - - - - - 192,294 15,322 - $ 49,321,767 |
$ 27,342,534 - - - 2,355,218 - - - - $ 29,697,752 $ 25,697,752 - - - 2,688,553 - - - - - $ 32,386,305 |
$ 7,622,034 - - - - 4,921,174 - - - $ 12,543,208 $ 12,543,208 - - - - 3,623,514 - - - - $ 16,166,722 |
$ 48,300,040 26,796,302 89,231 26,885,533 ( 2,355,218 ) ( 4,921,174 ) ( 14,286,480 ) - - $ 53,622,701 $ 53,622,701 32,665,728 209,626 32,875,354 ( 2,688,553 ) ( 3,623,514 ) ( 14,286,479 ) - ( 643 ) 8,492 $ 65,907,358 |
($ 12,319,980 ) - ( 3,200,307 ) ( 3,200,307 ) - - - - - ($ 15,520,287 ) ($ 15,520,287 ) - 12,990,071 12,990,071 - - - - - - ($ 2,530,216 ) |
($ 353,844 ) - ( 422,509 ) 422,509 - - - - - ($ 776,353 ) ($ 776,353 ) - 216,466 216,466 - - - - - ( 8,492 ) ($ 568,379 ) |
$ 130,616 - ( 699 ) ( 699 ) - - - - - $ 129,917 $ 129,917 - - - - - - - - - $ 129,917 |
$ 145,899,338 26,796,302 ( 3,534,284 ) 23,262,018 - - ( 14,286,480 ) ( 110,388 ) 22,034 $ 154,786,522 $ 154,786,522 32,665,728 13,416,163 46,081,891 - - ( 14,286,479 ) 192,294 14,679 - $ 186,788,907 |
(Continued)
31
DELTA ELECTRONICS, INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS)
| 2022 US Dollars Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Distribution of 2021 earnings 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 financial assets at fair value through other comprehensive income Balance at December 31, 2022 |
Notes | Share capital - common stock |
Capital surplus | Retained earnings | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | |||||||||
| 6(18) |
$ 845,830 - - - - - - - - - $ 845,830 |
$ 1,599,288 - - - - - - 6,262 499 - $ 1,606,049 |
$ 967,038 - - - 87,547 - - - - - $ 1,054,585 |
$ 408,441 - - - - 117,991 - - - - $ 526,432 |
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.
32
DELTA ELECTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(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 loss (gain) Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for under the equity method Net loss (gain) on financial assets at fair value through profit or loss Gain on disposal of property, plant and equipment Loss on right-of-use assets surrender in advance Impairment loss on non-financial assets 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 2022 2022 2021 $ 1,207,756 $ 37,090,186 $ 30,120,141 6(7)(8)(24) 69,626 2,138,222 1,841,913 6(9)(24) 18,873 579,598 604,213 12(2) 1,201 36,872 ( 70,884 ) 6(23) 15,589 478,732 210,706 6(20) ( 568 ) ( 17,441 ) ( 3,200 ) 6(21) ( 1,847 ) ( 56,716 ) ( 62,230 ) 6(6) ( 895,561 ) ( 27,502,684 ) ( 20,804,995 ) 6(2)(22) 216 6,645 ( 31,884 ) 6(22) ( 16,877 ) ( 518,296 ) ( 573 ) 1 16 74 6(9)(22) 13,584 417,151 - 9,533 292,766 ( 1,840,594 ) ( 118 ) ( 3,609 ) 13,621 ( 125,311 ) ( 3,848,312 ) 1,353,019 1,048 32,193 ( 1,536,348 ) 233 7,147 ( 9,961 ) ( 1,535 ) ( 47,153 ) ( 20,428 ) ( 12,015 ) ( 368,986 ) 194,819 ( 71,084 ) ( 2,182,983 ) ( 2,680,120 ) 4,070 124,988 ( 251,762 ) ( 62 ) ( 1,907 ) 1,867 54 1,671 59,831 3,486 107,047 60,589 62,515 1,919,843 1,377,919 121,791 3,740,199 ( 1,429,523 ) 74,514 2,288,318 1,780,912 ( 3,063 ) ( 94,049 ) 33,798 2,532 77,763 ( 33,926 ) 25,521 783,745 12,322 504,102 15,480,966 8,889,316 586 17,990 2,481 233,178 6,853,812 4,785,730 ( 14,843 ) ( 455,831 ) ( 210,365 ) ( 52,996) ( 1,627,508) ( 1,446,926) 660,027 20,269,429 12,020,236 |
|---|---|
(Continued)
33
DELTA ELECTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS)
| CASH FLOWS FROM INVESTING ACTIVITIES Decrease in financial assets at amortised cost Proceeds from capital reduction of financial assets at fair value through profit or loss Proceeds from capital withdrawal liquidation of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through other comprehensive income Acquisition 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 Proceeds from disposal of financial assets at fair value through profit or loss (Increase) decrease in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Proceeds from long-term debt Repayment of long-term debt Lease principal repayment Cash dividends paid Issuance of bonds payable (Decrease) increase in refundable deposits Net cash flows used in financing activities Net increase (decrease) 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 2022 2022 2021 $ 345 $ 10,608 $ 27,360 - - 31,626 81 2,479 - - - ( 14,710 ) ( 25,730 ) ( 790,182 ) ( 144,336 ) 6(7) ( 113,374 ) ( 3,481,711 ) ( 3,876,435 ) 25,211 774,219 11,673 6(9) ( 14,888 ) ( 457,196 ) ( 1,172,488 ) 6(28) 13,606 417,829 - 155 4,774 - ( 797 ) ( 24,469 ) 15,517 ( 115,391 ) ( 3,543,649 ) ( 5,121,793 ) 6(29) ( 45,588 ) ( 1,400,000 ) 1,400,000 2,001,447 61,464,441 40,067,024 ( 2,362,474 ) ( 72,551,565 ) ( 35,381,689 ) ( 1,082 ) ( 33,230 ) ( 69,745 ) 6(18) ( 465,206 ) ( 14,286,479 ) ( 14,286,480 ) 6(13)(29) 377,727 11,600,000 - ( 24,990 ) ( 767,461 ) 1,003,317 ( 520,166 ) ( 15,974,294 ) ( 7,267,573 ) 24,470 751,486 ( 369,130 ) 37,678 1,157,090 1,526,220 $ 62,148 $ 1,908,576 $ 1,157,090 |
|---|---|
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.
34
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, 2022 and 2021, 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 (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, 2022 and 2021, 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 that came into effect 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 Standards on Auditing of 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.
35
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 2022 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 2022 consolidated financial statements are stated as follows:
Assessment of the reasonableness of the purchase price allocation for business combination Description
Refer to Note 4(37) in the consolidated financial statements for the accounting policy on business combination. Refer to Notes 6(10) and (31) in the consolidated financial statements for the accounting treatment of business combination and the allocation of purchase price.
In December 2021, the subsidiary of the Company-Delta International Holding Limited B.V. acquired 100% of the share capital of March Networks Holding Ltd. for NT$3,462,124 thousand. The allocation of the acquisition price was completed in the second quarter of 2022. The acquisition price and the amount of intangible assets arising from the business acquisition are significant and the net fair value of identifiable assets and liabilities and the allocation of intangible assets are based on management’s estimation and subjective judgement. Thus, we considered the purchase price allocation for the above business combination a key audit matter.
How our audit addressed the matter
We performed the following procedures for the above key audit matter:
-
A. Assessed the appropriateness and objectivity of the appraisers appointed by the management.
-
B. Reviewed identification of intangible assets, fair value measurement of identifiable intangible assets, discount rates and the reasonableness of goodwill calculation in the purchase price allocation report prepared by external experts.
36
Intangible Assets - Impairment assessment of goodwill
Description
Refer to Note 4(21) for the accounting policies on impairment of non-financial assets. Refer to Notes 5(2) and 6(10) for the impairment assessment of goodwill including critical accounting estimates. As at December 31, 2022, the recognised goodwill as a result of the investments in Cyntec Co., Ltd., ELTEK AS, Delta Controls Inc., Delta Greentech (China) Co., Ltd., March Network Holdings Ltd., Amerlux LLC and Trihedral Engineering Limited amounted to NT$17,720,161 thousand, constituting 4.16% of the consolidated total assets. As the balance of goodwill acquired from the merger is material, the assumptions used in assessing goodwill impairment involves significant accounting estimates which are complex and have high uncertainty. Thus, we considered the impairment assessment of goodwill a key audit matter.
How our audit addressed the matter
We performed the following procedures for the above key audit matter:
-
A. Understood the process of goodwill impairment assessment, obtained the assessment form provided by management and assessed whether the valuation models adopted by management are reasonable for the industry, environment and the valued assets of the Company.
-
B. Assessed the reasonableness of material assumptions, such as expected future cash flows, expected growth rates, operating margin and discount rates, by:
-
(a) Checking the setting of parameters of valuation models and calculation formulas;
-
(b) Confirming whether the expected future cash flows are in agreement with the budget provided by the business units;
-
(c) Comparing the expected growth rate and operating margin with historical data, economic and industrial forecast documents; and
-
(d) Comparing the discount rate with cost of capital assumptions of cash generating units and rates of return of similar assets.
-
C. Performed a sensitivity analysis on the value of significant assumptions to assess the risk of impairment of goodwill if there is a change in significant assumptions.
37
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$81,281,054 thousand and NT$64,012,128 thousand, constituting 19.09% and 17.53% of the consolidated total assets as at December 31, 2022 and 2021, respectively, and the operating revenue amounted to NT$76,452,947 thousand and NT$72,526,738 thousand, constituting 19.89% and 23.05% 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, 2022 and 2021.
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 that came into effect 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 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
38
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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- 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;
-
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
39
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.
40
The consolidated financial statements of Delta Electronics, Inc. and subsidiaries as at and for the year ended December 31, 2022 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 $30.71 to US$1.00 at December 31, 2022. 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.
Hsiao, Chun-Yuan Chou, Chien-Hung
for and on behalf of PricewaterhouseCoopers, Taiwan
February 22, 2023
-------------------------------------------------------------------------------------------------------------------------------------------------------------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.
41
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(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(8) 6(2) 6(3) 6(21) 6(8) and 8 6(9) 6(10) 6(28) 6(5)(11) and 8 |
US Dollars December 31, 2022 $ 2,004,130 57,298 8,641 134,669 101,714 2,737,677 962 79,752 12,344 2,599,947 87,598 - 4,980 7,829,712 90,252 56,677 16,392 3,010 2,809,072 165,624 590 2,512,858 266,215 117,192 6,037,882 $ 13,867,594 |
New Taiwan Dollars | New Taiwan Dollars |
|---|---|---|---|---|
| December 31, 2022 $ 61,546,836 1,759,612 265,382 4,135,672 3,123,642 84,074,069 29,551 2,449,171 379,086 79,844,364 2,690,148 - 152,933 240,450,466 2,771,627 1,740,553 503,403 92,430 86,266,587 5,086,323 18,128 77,169,854 8,175,453 3,598,982 185,423,340 $ 425,873,806 |
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 |
(Continued)
42
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS)
| Liabilities and Equity | Notes 6(12) 6(2) 6(21) 7 6(13) 6(15) 6(14) 6(15) 6(28) 6(16) 6(17) 6(18) 6(19) 4(3) and 6(20) 9 11 |
US Dollars New Taiwan Dollars December 31, 2022 December 31, 2022 December 31, 2021 $ 67,625$ 2,076,762 $ 4,397,362 2,417 74,232 41,371 245,419 7,536,826 5,438,939 46 1,406 440 2,041,216 62,685,739 54,554,462 929 28,525 15,023 1,325,910 40,718,682 35,652,202 180,634 5,547,274 3,486,108 206,577 6,343,982 4,583,570 4,070,773 125,013,428 108,169,477 377,727 11,600,000 - 1,066,016 32,737,342 43,913,787 629,853 19,342,795 16,777,156 74,983 2,302,735 1,366,401 309,682 9,510,321 8,760,831 2,458,261 75,493,193 70,818,175 6,529,034 200,506,621 178,987,652 845,830 25,975,433 25,975,433 1,606,049 49,321,767 49,114,151 1,054,585 32,386,305 29,697,752 526,432 16,166,722 12,543,208 2,146,120 65,907,358 53,622,701 ( 96,668 ) ( 2,968,678)( 16,166,723) 6,082,348 186,788,907 154,786,522 1,256,212 38,578,278 31,338,136 7,338,560 225,367,185 186,124,658 $ 13,867,594$ 425,873,806 $ 365,112,310 |
|---|---|---|
| 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 Bonds payable 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.
43
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE DATA)
| US Dollars | New Taiwan Dollars | New Taiwan Dollars | ||||||
|---|---|---|---|---|---|---|---|---|
| Items | Notes | 2022 | 2022 | 2021 | ||||
| Operating revenue | 6(21) and 7 | $ | 12,518,506 | $ | 384,443,308 | $ | 314,670,796 | |
| Operating costs | 6(7)(26) | |||||||
| (27) and 7 | ( | 8,911,454)( | 273,670,745) | ( | 224,461,345) | |||
| Gross profit | 3,607,052 | 110,772,563 | 90,209,451 | |||||
| Operating expenses | 6(26)(27) | |||||||
| Selling expenses | ( | 733,757 ) ( | 22,533,664) | ( | 19,441,530) | |||
| General and administrative expenses | ( | 485,072 ) ( | 14,896,570) | ( | 12,378,064) | |||
| Research and development expenses | ( | 1,034,516 ) ( | 31,769,981) | ( | 27,202,489) | |||
| Expected credit impairment (loss) gain | 12(2) | ( | 4,348)( | 133,524) | 177,373 | |||
| Total operating expenses | ( | 2,257,693)( | 69,333,739) | ( | 58,844,710) | |||
| Operating profit | 1,349,359 | 41,438,824 | 31,364,741 | |||||
| Non-operating income and expenses | ||||||||
| Interest income | 6(22) | 19,851 | 609,613 | 429,643 | ||||
| Other income | 6(23) | 109,414 | 3,360,096 | 3,090,291 | ||||
| Other gains and losses | 6(24) | 38,980 | 1,197,074 | 1,038,291 | ||||
| Finance costs | 6(25) | ( | 18,608 ) ( | 571,440) | ( | 295,157) | ||
| Share of profit (loss) of associates and | ||||||||
| joint ventures accounted for under the | ||||||||
| equity method | 1,014 | 31,131 | ( | 262) | ||||
| Total non-operating income and | ||||||||
| expenses | 150,651 | 4,626,474 | 4,262,806 | |||||
| Profit before income tax | 1,500,010 | 46,065,298 | 35,627,547 | |||||
| Income tax expense | 6(28) | ( | 295,493)( | 9,074,560) | ( | 7,128,314) | ||
| Profit for the year | $ | 1,204,517 | $ | 36,990,738 | $ | 28,499,233 |
(Continued)
44
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE DATA)
| US Dollars | New Taiwan Dollars | New Taiwan Dollars | ||||||
|---|---|---|---|---|---|---|---|---|
| Items | Notes | 2022 | 2022 | 2021 | ||||
| Other comprehensive income (loss) | ||||||||
| Components of other comprehensive | ||||||||
| income (loss) that will not be | ||||||||
| reclassified to profit or loss | ||||||||
| Gain on remeasurements of | ||||||||
| defined benefit plans | $ | 9,711 | $ | 298,222 | $ | 87,497 | ||
| Unrealised gain (loss) on valuation | 6(3) | |||||||
| of equity investment at fair value | ||||||||
| through other comprehensive | ||||||||
| income | 7,094 | 217,848 | ( | 422,509) | ||||
| Income tax related to components of | 6(28) | |||||||
| other comprehensive income that | ||||||||
| will not be reclassified to profit or | ||||||||
| loss | ( | 140)( | 4,296) | 1,734 | ||||
| Other comprehensive income (loss) | ||||||||
| that will not be reclassified to profit | ||||||||
| or loss | 16,665 | 511,774 | ( | 333,278) | ||||
| Components of other comprehensive | ||||||||
| income (loss) that will be reclassified | ||||||||
| to profit or loss | ||||||||
| Financial statements translation | ||||||||
| differences of foreign operations | 577,012 | 17,720,026 | ( | 4,854,790) | ||||
| Loss on hedging instrument | - | - | ( | 777) | ||||
| Share of other comprehensive (loss) | ||||||||
| income of associates and joint | ||||||||
| ventures accounted for under the | ||||||||
| equity method that will be | ||||||||
| reclassified to profit or loss | ( | 58) ( | 1,788) | 329 | ||||
| Income tax relating to the components | 6(28) | |||||||
| of other comprehensive income that | ||||||||
| will be reclassified to profit or loss | ( | 34,813)( | 1,069,086) | 230,010 | ||||
| Other comprehensive income (loss) | ||||||||
| that will be reclassified to profit or | ||||||||
| loss | 542,141 | 16,649,152 | ( | 4,625,228) | ||||
| Other comprehensive income(loss)for | ||||||||
| the year | $ | 558,806 | $ | 17,160,926 | ($ | 4,958,506) | ||
| Total comprehensive income for the | ||||||||
| year | $ | 1,763,323 | $ | 54,151,664 | $ | 23,540,727 | ||
| Profit attributable to: | ||||||||
| Owners of the parent | $ | 1,063,684 | $ | 32,665,728 | $ | 26,796,302 | ||
| Non-controlling interest | $ | 140,833 | $ | 4,325,010 | $ | 1,702,931 | ||
| Comprehensive income attributable to: | ||||||||
| Owners of the parent | $ | 1,500,550 | $ | 46,081,891 | $ | 23,262,018 | ||
| Non-controlling interest | $ | 262,773 | $ | 8,069,773 | $ | 278,709 | ||
| Earnings per share | ||||||||
| Basic earnings per share | 6(29) | $ | 0.41 | $ | 12.58 | $ | 10.32 | |
| Diluted earnings per share | 6(29) | $ | 0.41 | $ | 12.52 | $ | 10.27 |
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.
45
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS)
| 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 2022 New Taiwan Dollars Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Distribution of 2021earnings 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 investments at fair value through other comprehensive income Changes in non-controlling interests Balance at December 31, 2022 |
Notes | Equityattr | ib | utableto owners of t | h | e parent | Non-controlling interest |
Totalequity | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - commonstock |
Capitalsurplus | Retained earnings | Ot | her equityinterest | Total | ||||||||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreignoperations |
Unrealised gain (loss) on financial assets measured at fair value through other comprehensive income |
Gain (loss) on hedging instruments |
||||||||||||||||||
| 6(19) 6(33) 6(19) 6(33) |
$ 25,975,433 - - - - - - - - - $ 25,975,433 $ 25,975,433 - - - - - - - - - - $ 25,975,433 |
$ 49,202,505 - - - - - - ( 110,388 ) 22,034 - $ 49,114,151 $ 49,114,151 - - - - - - 192,294 15,322 - - $ 49,321,767 |
$ 27,342,534 - - - 2,355,218 - - - - - $ 29,697,752 $ 29,697,752 - - - 2,688,553 - - - - - - $ 32,386,305 |
$ 7,622,034 - - - - 4,921,174 - - - - $ 12,543,208 $ 12,543,208 - - - - 3,623,514 - - - - - $ 16,166,722 |
$ 48,300,040 26,796,302 89,231 26,885,533 ( 2,355,218) ( 4,921,174) ( 14,286,480) - - - $ 53,622,701 $ 53,622,701 32,665,728 209,626 32,875,354 ( 2,688,553) ( 3,623,514) ( 14,286,479) - ( 643) 8,492 - $ 65,907,358 |
($ 12,319,980 ) - ( 3,200,307 ) ( 3,200,307 ) - - - - - - ($ 15,520,287 ) ($ 15,520,287 ) - 12,990,071 12,990,071 - - - - - - - ($ 2,530,216 ) |
($ 353,844) - ( 422,509) ( 422,509) - - - - - - ($ 776,353) ($ 776,353) - 216,466 216,466 - - - - - ( 8,492 ) - ($ 568,379) |
$ 130,616 - ( 699) ( 699) - - - - - - $ 129,917 $ 129,917 - - - - - - - - - - $ 129,917 |
$ 145,899,338 26,796,302 ( 3,534,284) 23,262,018 - - ( 14,286,480) ( 110,388) 22,034 - $ 154,786,522 $ 154,786,522 32,665,728 13,416,163 46,081,891 - - ( 14,286,479) 192,294 14,679 - - $ 186,788,907 |
$ 32,690,303 1,702,931 ( 1,424,222) 278,709 - - - - ( 166,370) ( 1,464,506) $ 31,338,136 $ 31,338,136 4,325,010 3,744,763 8,069,773 - - - - ( 125,911) - ( 703,720 ) $ 38,578,278 |
$ 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 $ 186,124,658 36,990,738 17,160,926 54,151,664 - - ( 14,286,479) 192,294 ( 111,232) - ( 703,720 ) $ 225,367,185 |
(Continued)
46
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2022 AND 2021
(EXPRESSED IN THOUSANDS OF DOLLARS)
| 2022 US Dollars Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Distribution of 2021 earnings 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 financial assets at fair value through other comprehensive income Changes in non-controlling interests Balance at December 31, 2022 |
Notes | Equityattr | ib | utableto owners of t | he parent | Non-controlling interest |
Totalequity | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - commonstock |
Capitalsurplus | Retained earnings | Ot | her equityinterest | Total | |||||||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreignoperations |
Unrealised gain (loss) on financial assets measured at fair value through other comprehensive income |
Gain (loss) on hedging instruments |
|||||||||||||||||
| 6(19) 6(33) |
$ 845,830 - - - - - - - - - - $ 845,830 |
$ 1,599,288 - - - - - - 6,262 499 - - $ 1,606,049 |
$ 967,038 - - - 87,547 - - - - - - $ 1,054,585 |
$ 408,441 - - - - 117,991 - - - - - $ 526,432 |
$ 1,746,099 1,063,684 6,825 1,070,509 ( 87,547) ( 117,991) ( 465,206) - ( 21) 277 - $ 2,146,120 |
($ 505,383 ) - 422,992 422,992 - - - - - - - ($ 82,391 ) |
($ 25,280) - 7,049 7,049 - - - - - ( 277 ) - ($ 18,508 ) |
$ 4,231 - - - - - - - - - - $ 4,231 |
$ 5,040,264 1,063,684 436,866 1,500,550 - - ( 465,206) 6,262 478 - - $ 6,082,348 |
$ 1,020,454 140,833 121,940 262,773 - - - - ( 4,100) - ( 22,915) $ 1,256,212 |
$ 6,060,718 1,204,517 558,806 1,763,323 - - ( 465,206) 6,262 ( 3,622) - ( 22,915) $ 7,338,560 |
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.
47
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021
(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 loss (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 (profit) loss of associates accounted for under the equity method (Gain) loss on disposal of property, plant and equipment Gain 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 2022 2022 2021 $ 1,500,010 $ 46,065,298 $ 35,627,547 6(8)(9)(26) 489,099 15,020,243 13,467,401 6(10)(26) 127,513 3,915,932 3,683,902 12(2) 4,348 133,524 ( 177,373 ) 6(2)(24) ( 27,543 ) ( 845,835 ) ( 573,145 ) 6(25) 18,608 571,440 295,157 6(22) ( 19,851 ) ( 609,613 ) ( 429,643 ) 6(23) ( 9,496 ) ( 291,617 ) ( 295,568 ) 6(30) ( 2,438 ) ( 74,885 ) - ( 1,014 ) ( 31,131 ) 262 6(24) ( 13,873 ) ( 426,041 ) 63,452 6(24) - - ( 90,109 ) 6(8)(10)(24) 13,584 417,151 164,900 6(24) - - 329,493 12,407 381,016 22,296 ( 19,108 ) ( 586,821 ) ( 1,354,854 ) 9,671 296,991 312,962 ( 510,080 ) ( 15,664,563 ) ( 7,683,037 ) ( 56 ) ( 1,720 ) 14,453 45,150 1,386,552 230,248 ( 65,099 ) ( 1,999,190 ) ( 286 ) ( 401,200 ) ( 12,320,867 ) ( 20,873,744 ) 6,339 194,678 ( 232,033 ) ( 1,820 ) ( 55,889 ) ( 6,206 ) - - 124,347 54,740 1,681,078 349,781 31 966 ( 2,046 ) 247,908 7,613,266 7,740,285 440 13,502 ( 15,115 ) 143,542 4,408,169 2,552,264 59,224 1,818,779 304,176 40,214 1,234,960 ( 242,916 ) 1,701,250 52,245,373 33,306,851 19,170 588,705 481,315 9,487 291,362 295,607 ( 15,850 ) ( 486,748 ) ( 295,484 ) ( 198,944 ) ( 6,109,584 ) ( 5,468,923 ) 1,515,113 46,529,108 28,319,366 |
|---|---|
(Continued)
48
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021
(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 reduction of financial assets at fair value through profit or loss Proceeds from capital reduction of financial assets at fair value through other comprehensive income Decrease 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 of 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 Proceeds from government grants - right-of-use assets Acquisition of investment property Acquisition of intangible assets Increase in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Issuance of bonds payable Proceeds from long-term debt Repayment of long-term debt Lease principal repayment Increase (decrease) 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 increase (decrease) 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 2022 2022 2021 $ - $ - ( $ 14,710) - - ( 197,148) 2,648 81,320 13,538 - - 31,626 - - 25,979 4,444 136,488 318,274 - - 630,280 6(31) ( 85,492 ) ( 2,625,458 ) ( 2,874,959 ) 6(32) - - 1,434 - - ( 27,953 ) 6(8) ( 710,649 ) ( 21,824,042 ) ( 23,027,290 ) 6(8) 372 11,419 62,095 27,454 843,099 212,445 20,771 637,890 - ( 132 ) ( 4,058 ) - 6(10) ( 20,044 ) ( 615,536 ) ( 1,300,978 ) ( 44,297 ) ( 1,360,365 ) ( 333,892 ) ( 804,925 ) ( 24,719,243 ) ( 26,481,259 ) 6(34) ( 75,565 ) ( 2,320,600 ) 2,395,830 6(14)(34) 377,727 11,600,000 - 2,001,447 61,464,441 40,067,024 ( 2,365,470 ) ( 72,643,587 ) ( 35,470,219 ) ( 63,177 ) ( 1,940,165 ) ( 541,768 ) ( 24,830 ) ( 762,527 ) 1,107,595 6(19) ( 465,206 ) ( 14,286,479 ) ( 14,286,480 ) 6(20) ( 24,064 ) ( 739,023 ) ( 1,464,506 ) 6(33) ( 3,622 ) ( 111,232 ) ( 144,336 ) ( 642,760 ) ( 19,739,172 ) ( 8,336,860 ) 313,288 9,621,090 ( 2,358,179 ) 380,716 11,691,783 ( 8,856,932 ) 1,623,414 49,855,053 58,711,985 $ 2,004,130 $ 61,546,836 $ 49,855,053 |
|---|---|
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.
49
Appendix 4
Audit Committee's Review Report
To : The 2023 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 2022 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 22, 2023
50
Appendix 5
ARTICLES OF INCORPORATION OF DELTA ELECTRONICS, INC. (Translation)
Section I - General Provisions
Article 1
The Company is incorporated as a company limited by shares under the Company Law of the Republic of China, and its name is "Delta Electronics, Inc."
Article 2
-
The Company is engaged in the following businesses:
-
C801010 Basic chemical industry business;
-
C801990 Other chemical material manufacturing business;
-
C802120 Industrial Catalyst Manufacturing;
-
CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified;
-
CA04010 Metal Surface Treating;
-
CB01010 Machinery equipment manufacturing business;
-
CB01071 Frozen and Air-conditioning manufacturing business;
-
CB01990 Other machinery manufacturing business;
-
CC01010 Electronic power generating, Electric transmission and power distributing machinery manufacturing business;
-
CC01030 Electric appliance and audiovisual electric products manufacturing business;
-
CC01040 Lighting equipment manufacturing business;
-
CC01060 Wire communication equipment and apparatus manufacturing business;
-
CC01070 Wireless communication devices and equipment manufacturing business;
-
CC01080 Electronic parts and components manufacturing business;
-
CC01090 Batteries manufacturing business;
-
CC01101 Restrained telecommunication radio frequency equipment and materials manufacturing;
-
CC01110 Computers and its peripheral equipment manufacturing business;
-
CC01120 Data Storage Media Manufacturing and Duplicating;
-
CC01990 Other electrical and electronic machinery and materials manufacturing business;
-
CD01010 Ship and parts manufacturing business;
-
CD01020 Tramway Cars manufacturing business;
-
CD01030 Automobiles and auto-parts manufacturing business;
-
CD01040 Motorcycles and motorcycle parts manufacturing business;
-
CD01050 Bicycles and bicycle parts manufacturing business;
51
-
CD01060 Aircraft and parts manufacturing business;
-
CD01990 Other transportation equipment and parts manufacturing business;
-
CE01010 General equipment and instruments manufacturing business;
-
CE01021 measuring instruments manufacturing business;
-
CE01030 Photographic and Optical Equipment Manufacturing business;
-
CE01040 Clocks and Watches manufacturing business;
-
CE01990 Other photographic and optical equipment manufacturing business;
-
CF01011 Medical appliances and equipment business;
-
CQ01010 Die Manufacturing;
-
E599010 Pipe lines construction business;
-
E601010 Electric appliance installation business;
-
E601020 Electric appliance construction business;
-
E602011 Frozen and Air-conditioning Engineering;
-
E603010 Cables construction;
-
E603040 Fire fighting equipments installation business;
-
E603050 Automation control equipment manufacturing business;
-
E603090 Illumination equipments installation business;
-
E604010 Machinery installation business;
-
E605010 Computer equipment installation business;
-
E701010 Telecommunications Construction;
-
E701030 Restricted telecommunication radio frequency equipment and materials installation business;
-
EZ05010 Apparatus installation and construction business;
-
EZ14010 Sports Ground Equipments Construction;
-
F101130 Wholesale of vegetable and fruits;
-
F106030 Wholesale of Die;
-
F106040 Water containers wholesale business;
-
F108031 Drugs and medical goods wholesale business;
-
F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles;
-
F113010 Machinery wholesale business;
-
F113020 Electrical appliances wholesale business;
-
F113030 Wholesale of Precision Instruments;
-
F113050 Computer and office appliances and equipment wholesale business;
-
F113060 Wholesale of Metrological Instruments;
-
F113070 Telecommunication equipment wholesale business;
-
F113110 Wholesale of Batteries;
-
F118010 Computer software wholesale business;
-
F119010 Electronic components and materials wholesale business;
-
F199990 Other wholesale business;
-
F201010 Retail Sale of Agricultural Products;
-
F206030 Retail Sale of Die;
-
F208031 Medical equipment retail business;
52
-
F209060 Education, musical instruments and entertainment articles retail business;
-
F213010 Electrical appliances retail business;
-
F213030 Computer and office appliances and equipment retail business;
-
F213050 Retail Sale of Metrological Instruments;
-
F213060 Telecommunication equipment retail business;
-
F213110 Retail sale of batteries;
-
F217010 Retail sale of fire fighting equipments;
-
F218010 Computer software retail business;
-
F219010 Electronic components and materials retail business;
-
F399040 Non-store retail business;
-
F401010 International trade business;
-
F401021 Restricted telecommunication radio frequency equipment and materials import business;
-
F401181 Measuring instrument importing business;
-
F601010 Intellectual property business;
-
G801010 Warehousing and storage business;
-
I103060 Management consulting services business;
-
I199990 Other Consultancy
-
I301010 Software design and service business;
-
I301020 Data processing services business;
-
I301030 Digital information supply services business;
-
I401010 General advertising service business;
-
I501010 Product external appearance designing business;
-
I599990 Other design business;
-
IG02010 Research development service business;
-
IG03010 Energy technical services business;
-
IZ03010 Newspaper clipping business;
-
IZ04010 Translation business;
-
IZ10010 Typesetting business;
-
IZ13010 Network authentication service business;
-
IZ99990 Other industry and commerce services not elsewhere classified;
-
J303010 Magazines (journals) publishing business;
-
J304010 Books publishing business;
-
J305010 Audio publishing business;
-
J399010 Software publishing business;
-
J399990 Other publishing business;
-
J701070 Computer Recreational Activities; 102. JE01010 Rental and leasing business;
-
other than those requiring special permits.
53
Article 3
The Company shall have its head office in Taoyuan City, and may set up branch offices at various locations that the Board of Directors may deem necessary by resolution.
Article 4
The method to make public announcements of the Company shall be subject to Article 28 of the Company Law and regulations stipulated by the competent securities administration authority.
Article 4-1
When necessary for its operations, the Company may provide endorsement and guarantee in accordance with the "Operational Procedures for Providing Endorsement and Guarantee" of the Company.
Section II - Capital Stock
Article 5
The total capital stock of the Company shall be in the amount of NT$40,000,000,000, divided into 4,000,000,000 shares, at a par value of Ten New Taiwan Dollars (NT$10) each, and may be issued in installments subject to the resolution of the Board of Directors. Within the aforementioned capital, NT$1,000,000,000 divided into 100,000,000 shares shall be reserved for issuing warrants, preferred shares with warrants or corporate bonds with warrants.
In the event that the Company intends to issue employee warrants whose exercise price is lower than the closing price of the Company stocks as of the issue date, a resolution at a shareholders' meeting shall be adopted if voted in favor by two-thirds of the votes at a shareholders' meeting at which shareholders of more than one-half of the total issued and outstanding shares are present.
In the event that the Company intends to transfer to employees the bought-back shares at the price lower than the actual average buying-back price, a resolution at a shareholders' meeting shall be adopted prior to such transfer if voted in favor by two-thirds of the votes at a shareholders' meeting at which shareholders of more than one-half of the total issued and outstanding shares are present.
Article 5-1
The aggregate amount of the Company's investment in other entities is not subject to the restriction stipulated in Article 13 of the Company Law.
54
Article 5-2
Deleted
Article 6
The shares of the Company may be made without physical certificates. Nevertheless, the stock of the Company shall be registered with the securities centralized depositary institution.
Article 6-1
Deleted
Article 7
Unless otherwise provided for in applicable laws, regulations and rulings stipulated by the competent securities authority, the Company shall handle its stock affairs for shareholders in accordance with the Company Law and the Regulations Governing Handling of Stock Affairs by Public Companies.
Article 8
Deleted
Article 9
Deleted
Article 10
Deleted
55
Article 11
Registration for stock transfer shall be suspended for sixty days before any general shareholders’ meeting, thirty days before any special shareholders’ meeting, and five days before a record date on which dividends, bonuses or any other interests are scheduled for distribution by the Company.
Section III - Stockholders' Meeting
Article 12
Shareholders’ meetings shall be of two types: general meetings and special meetings. General shareholders' meetings shall be convened within six months after the end of each fiscal year. Special meetings shall be convened according to laws when necessary.
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.
Article 13
In case a shareholder is unable to attend a shareholders’ meeting, the shareholder may issue a proxy form to appoint a proxy on his/her behalf to attend such meeting in accordance with Article 177 of the Company Law.
Article 13-1
Where the Company convenes the shareholders' meeting, the shareholders could exercise their voting right in writing or by way of electronic transmission. A shareholder who exercises his voting right in writing or by way of electronic transmission shall be deemed to have attended the shareholders' meeting in person, but shall be deemed to have waived his voting right in respect of any extemporary motions and amendments to the original proposals at the shareholders' meeting. The declaration of intention by a shareholder shall be handled according to Article 177-2 of the Company Law.
Article 14
A shareholders’ meeting shall be presided over by the Chairman of the Board of Directors. In case of his absence, the Chairman of the Board of Directors shall designate one director to
56
act on his/her behalf. In the absence of such designation, the directors shall elect one from among themselves as the chairman of the meeting.
Article 15
A shareholder shall be entitled to one vote for each share held by him/her; except those shares for which the voting rights are restricted or excluded as stipulated in Article 179 of the Company Law.
Article 16
Unless otherwise provided for in the Company Law, any resolution at a shareholders' meeting shall be adopted if voted in favor by the majority of votes at a shareholders' meeting at which shareholders of more than one-half of the total issued and outstanding shares are present.
Article 17
Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes and signed or sealed by the chairman of the meeting, which shall be distributed to each shareholder within twenty (20) days after the meeting. The minutes shall record the key contents and the results of the meeting. The minutes, the sign-in book of attending shareholders and proxy forms shall be kept in the Company. The distribution of meeting minutes may be effected by means of a public announcement.
The preservation period for the minutes, sign-in book of attending shareholders, and proxy forms shall be subject to the Company Law.
Section IV - Directors
Article 18
The Company shall have at least five but no more than thirteen directors to be elected at the shareholders’ meeting by the shareholders from any person with legal capacity in accordance with the Company Law. The term of office for directors shall be three years. All of the directors are eligible for re-election.
To conform to the Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least three independent directors, and the number of independent directors shall be no less than one-fifth of the total number of the directors. The
57
directors (including independent directors) shall be elected from among the nominees listed in the roster of director candidates pursuant to the candidates nomination system in Article 192-1 of the Company Law. Compliance matters with respect to independent directors shall be subject to the regulations prescribed by the Company Law and the securities authority.
The aggregate number of the registered shares held by all directors shall be subject to the regulations, if any stipulated by the competent securities authority.
Remuneration for directors of the Company shall be evaluated by the compensation committee according to their respective participation in operation and value of contribution, and the board of directors is authorized to determine their remuneration according to the evaluation made by the compensation committee and general standard in the same industries. Remuneration for independent directors may be different from non-independent directors.
The Company may purchase liability insurance for its directors.
Article 18-1
The Company shall establish an Audit Committee according to Article 14-4 of the Securities and Exchange Act and the Audit Committee shall have such powers and duties of supervisors as provided in the Company Law, the Securities and Exchange Act, and other laws and regulations.
Article 19
When one-third of the directors have vacated their offices, a shareholders’ meeting shall be convened by the Board of Directors within sixty days to elect new directors to fill the vacancies. The term of office of the newly elected director shall be the same as the remaining term of the predecessor.
Article 20
Deleted.
Article 21
The Board of Directors shall be formed by directors. The directors shall elect from among themselves the Chairman of the Board of Directors by a majority of votes cast by the directors present at the meeting attended by at least two-thirds of the directors, and such method may apply to the election of Vice Chairman. The Chairman and Vice Chairman shall conduct the business of the Company in accordance with applicable laws and regulations, these Articles of Incorporation of the Company, the resolutions adopted at shareholders' meetings and the resolutions adopted by the Board of Directors.
58
Article 21-1
The Company may set up various functional committees under the Board of Directors. Each functional committee shall stipulate the operating rules for its functioning and such operating rules shall only take effect after the approval of the Board of Directors.
Article 22
Business policy of the Company and other important matters shall be decided by resolutions adopted by the Board of Directors. Any meeting of Board of Directors shall be convened by the Chairman of the Board of Directors who shall also be the chairman of the meeting, provided that the first meeting of each term of the Board of Directors shall be convened in accordance with Article 203 of the Company Law. In case the Chairman of the Board of Directors is on leave or cannot exercise his powers, he may designate a proxy in accordance with Article 208 of the Company Law.
Article 22-1
The notice of meeting of Board of Directors shall be made in accordance with Article 204 of the Company Act, and may be made in writing, or by email, facsimile, etc.
Article 23
Unless otherwise provided in the Company Law, a meeting of the Board of Directors at which a resolution is adopted shall be attended by a majority of the directors and a majority of those present shall vote in favor of such a resolution. If a director cannot attend a meeting of Board of Directors, he shall appoint another director as proxy to attend the meeting and shall execute a power of attorney for the proxy. The power of attorney shall specify the scope and limitation of authority or powers in respect to the business to be transacted at the meeting. The proxy may accept the appointment of one director only. If a meeting of the Board of Directors is held by way of a videoconference, the director who attends the meeting in such manner shall be deemed as present in person.
Article 24
Resolutions adopted at the meeting of the Board of Directors shall be recorded in the minutes and signed or sealed by the chairman of the meeting and the recorder. The minutes shall be distributed to each director within twenty (20) days after the meeting. The minutes shall be classified as important files of this Company and shall be well preserved during the existence of the Company. The required items of the minutes shall be subject to the Company Law and the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
The production and distribution of the meeting minutes may be made in the electronic form.
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Article 25
Deleted
Section V - Officers and Staffers
Article 26
The Company may appoint officers. The appointment and discharge of the officers shall be approved by a majority in a meeting of the Board of Directors attended by a majority of the directors.
Article 27
Deleted
Article 28
Deleted
Section VI - Finalization of Accounts
Article 29
The fiscal year of the Company shall be from January 1 to December 31 of each year. After the end of each fiscal year, the following reports shall be prepared by the Board of Directors, which deliver the same to the Audit Committee for audit thirty days before the convention of the general shareholders' meeting, and such documents, as well as the audit report made by the Audit Committee, shall be submitted to the general shareholders' meeting for acceptance:
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Business Report;
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Financial Statements; and
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Proposal concerning allocation of earnings or making up losses.
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Article 30
If the Company makes profits for the current year, the Board of Directors shall resolve on the allocation of at least 3% as the employee compensation and no more than 1% as the compensation for directors.
If the Company has cumulative losses, the amount equivalent to such losses shall be reserved prior to the allocation and reported in the shareholders' meeting. Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements, entitled to receive the abovementioned compensation, may be specified by the authorized Board of Directors or the person authorized by the Board of Directors.
The Company shall allocate the earnings for each fiscal year in the following order:
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Paying tax;
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Making up losses for preceding years;
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Setting aside a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Company;
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Setting aside or reversing a special reserve according to relevant regulations when necessary;
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The balance together with the retained earnings as of the beginning of the fiscal year concerned shall be the shareholders' dividends. The proposed of earnings distribution shall be set by the Board of Directors and submitted to shareholders’ meetings for resolving. As the Company is at a stage of stable growth, and considering the benefits of shareholders, stability of financial condition and business development, the amount of dividends distributed to shareholders shall be no less than 60% of the distributable earnings of the current year and no less than 15% of the shareholder’s dividends shall be in the form of cash.
Section VII - Supplementary Provisions
Article 31
The internal organizational rules and regulations of the Company shall be separately stipulated by the Board of Directors.
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Article 32
In regards to all matters not provided for in these Articles of Incorporation, the Company Law and other laws and regulations shall govern.
Article 33
These Articles of Incorporation were enacted on July 28, 1975. The first amendment was made on September 25, 1976; The second amendment was made on January 10, 1977; The third amendment was made on May 31, 1977; The fourth amendment was made on May 29, 1978; The fifth amendment was made on March 31, 1979; The sixth amendment was made on May 28, 1979; The seventh amendment was made on September 20, 1980; The eighth amendment was made on September 9, 1982; The ninth amendment was made on April 20, 1983; The tenth amendment was made on June 25, 1984; The eleventh amendment was made on June 10, 1985; The twelfth amendment was made on June 20, 1985; The thirteenth amendment was made on July 12, 1985; The fourteenth amendment was made on April 18, 1987; The fifteenth amendment was made on May 12, 1987;
The sixteenth amendment was made on November 17, 1987; The seventeenth amendment was made on December 11, 1987; The eighteenth amendment was made on March 19, 1988; The nineteenth amendment was made on May 12, 1988; The twentieth amendment was made on July 24, 1988; The twenty-first amendment was made on November 25, 1988; The twenty-second amendment was made on May 22, 1989; The twenty-third amendment was made on May 9, 1990; The twenty-fourth amendment was made on May 8, 1991; The twenty-fifth amendment was made on May 8, 1992; The twenty-sixth amendment was made on May 8, 1993; The twenty-seventh amendment was made on May 9, 1994; The twenty-eighth amendment was made on May 10, 1995; The twenty-ninth amendment was made on June 6, 1996; The thirtieth amendment was made on June 3, 1997; The thirty-first amendment was made on May 15, 1998; The thirty-second amendment was made on May 12, 1999; The thirty-third amendment was made on May 18, 2000; The thirty-fourth amendment was made on May 16, 2001; The thirty-fifth amendment was made on May 16 2002; The thirty-sixth amendment was made on May 6, 2003; The thirty-seventh amendment was made on May 18, 2004; The thirty-eighth amendment was made on May 19, 2005; The thirty-ninth amendment was made on May 18, 2006; The fortieth amendment was made on June 8, 2007;
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The forty-first amendment was made on June 13, 2008; The forty-second amendment was made on June 10, 2009; The forty-third amendment was made on June 15, 2010; The forty-fourth amendment was made on June 24, 2011; The forty-five amendment was made on June 19, 2012; The forty-Six amendment was made on June 7, 2013; The forty-seventh amendment was made on June 10, 2014; The forty-eighth amendment was made on June 10, 2015; The forty-night amendment was made on June 8, 2016. The fifty amendment was made on June 11, 2018. The fifty-first amendment was made on June 14, 2022.
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Appendix 6
Delta Electronics, Inc. (the "Company") Shareholders' Meeting Rules and Procedures
(Translation)
Passed by general shareholders' meeting on March 19, 1988
Amendment passed by general shareholders' meeting on May 15, 1998 Amendment passed by general shareholders' meeting on May 16, 2002 Amendment passed by general shareholders' meeting on May 19, 2005 Amendment passed by general shareholders’ meeting on May 18, 2006 Amendment passed by general shareholders’ meeting on June 19, 2012 Amendment passed by general shareholders’ meeting on June 7, 2013 Amendment passed by general shareholders’ meeting on June 10, 2020 Amendment passed by general shareholders’ meeting on June 14, 2022
Article 1
These Rules and Procedures have been stipulated in accordance with the Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies in order to establish effective governance of the shareholders' meeting, implement sound supervisory functions, and strengthen managerial functions.
Article 2
Unless otherwise provided for in applicable laws and regulation or this Company's Articles of Incorporation, the Company's Shareholders' Meeting Rules and Procedures shall comply with the following articles.
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 Company shall prepare the electronic files of the notification of the shareholders' meeting, the proxy instrument, agenda and materials relating to proposals for acknowledgment and discussion and election or discharge of directors (including independent directors), and upload the same to the Market Observation Post System Website 30 days in advance of an annual general shareholders' meeting or 15 days in advance of an extraordinary shareholders' meeting. The Company shall also prepare the electronic files of the shareholders' meeting agenda and supplemental materials and
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upload the same to the Market Observation Post System Website 21 days in advance of an annual general shareholders' meeting or 15 days in advance of an extraordinary shareholders' meeting. The Company shall make the shareholders' meeting agenda and supplemental materials available for shareholders to review at any time 15 days in advance of the shareholders' meeting and these documents shall be displayed at the Company and professional stock affairs agency appointed by the Company and shall be distributed at the shareholders' meeting.
Notification and announcements shall state the reasons for the meeting. The notification may be given by means of electronic transmission after obtaining prior consent from the recipient(s) thereof. The election or discharge of directors (including independent directors), the amendment of this Company's Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of the release from non-competition restrictions on directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or spin-off of the Company, or the matters specified in Article 185, Paragraph 1 of the Company Law shall be listed among the reasons for the meeting and the essential contents shall be explained in the notice to convene a meeting of shareholders, and may not be proposed as extemporary motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the Company , and such website shall be indicated in the said notice.
When a subject of election of directors (including independent directors) and the date on which the elected person assumed office be listed and described in the notice to convene a meeting of shareholder, the date on which the elected person assumed office cannot be changed either by the way of extemporary motions or by any other method in the said meeting after the election in the meeting of shareholders.
Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares may propose to the Company a proposal for discussion at a regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the Company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days.
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The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders’ meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.
The Company shall, prior to preparing and delivering the shareholders’ meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders’ meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders’ meeting to be convened.
Article 4
Before any shareholders' meeting, shareholders may submit proxy forms issued by the Company bearing the scope of authorization, name of proxy, and shareholders' meeting to be attended.
Each shareholder may submit one proxy form, and may appoint only one person to serve as a proxy.
Proxy forms must be delivered to the Company at least five days before each shareholder's meeting. If multiple proxy letters are delivered, the first shall take precedence; however, if the shareholder has made a statement to cancel a prior proxy appointment, the preceding sentence shall not apply.
After the proxy form is served to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders' meeting in person or to exercise his voting right in writing or by way of electronic transmission, such shareholder shall file a written notice of proxy rescission with the Company 2 days in advance of the shareholders' meeting. In the event the shareholder fails to rescind the proxy prior to the aforesaid time limit, the voting right exercised by the authorized proxy at the meeting shall prevail.
Article 4-1
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence when voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder who exercised his voting right in writing or by way of electronic transmission shall be deemed to have attended the shareholders' meeting in person but shall be deemed to have waived his voting right in respect of any extemporary motions and
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amendments to the original proposals at the shareholders' meeting. It is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
Article 4-2
If a shareholder exercises his voting right in writing or by way of electronic transmission, his declaration of intention shall be served to the Company 2 days in advance of the shareholders' meeting; if two or more declarations of the same intention are served to the Company, the declaration of such intention firstly received shall prevail; unless an explicit statement to revoke the previous declaration is made in the declaration which comes later.
After a shareholder exercises his voting right in writing or by way of electronic transmission, in case the shareholder decides to attend the shareholders' meeting in person, such shareholder shall, 2 days in advance of the shareholders' meeting, revoke his declaration of intention by the same method which the shareholder had previously used to exercise his voting right. In the event the shareholder fails to revoke such declaration prior to the aforesaid time limit, the voting right exercised in writing or by way of electronic transmission shall prevail.
If a shareholder exercises his voting right in writing or by way of electronic transmission and appoint a proxy to attend a shareholders' meeting on his behalf by issuing a proxy form, the voting right exercised by the proxy shall prevail.
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 virtualonly shareholders’ meeting.
Article 6
he Company shall, in the notification of 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.
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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 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.
Article 7
If a shareholders' meeting is convened by the Board of Directors, the chairman of the Board of Directors shall be the chairman presiding at the meeting. If the chairman of the Board of Directors is on leave or cannot perform his duties for some reason, a proxy may be designated in accordance with Article 208 of the Company Act.
In the event that a director presides at a shareholders' meeting on the chairman's behalf pursuant to the above paragraph, such director shall have held office for at least six months and shall be familiar with the financial and business condition of the Company. The same requirements shall apply when a representative of a juristic-person director presides at a shareholders' meeting.
More than one-half of the directors should attend the shareholders' meeting and the chairman of the board should chair the meeting in person and at least one member of each functional committee(s) attend the meeting on behalf of the committee(s) if that meeting has been convened by the Board of Directors. The attendance shall be recorded in the meeting minutes.
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If the shareholders' meeting is convened by any person entitled to convene the meeting other than the Board of Directors, such person shall be the meeting's chairman. If there is more than one such person entitled to convene the meeting, those persons shall nominate amongst themselves to be the meeting's chairman.
This Company may appoint designated legal counsel, CPA, or relevant persons to attend the shareholders' meeting.
Article 8
From the moment that the Company accepts check-in for the meeting, the attending shareholders' check-in process, the proceeding of the meeting, and the voting and counting process shall be continuously audio recorded and videotaped in its entirety without any interruption.
These audio and video files shall be preserved for at least one year. However, the said files shall be preserved until the conclusion of the lawsuit if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Law.
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 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
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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 Company Law.
Article 10
The agenda of the meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. For each proposal (including extemporary motions and amendments to original proposals), it should be followed by a poll of the shareholders. Unless otherwise resolved at the meeting, the meeting shall proceed in accordance with the agenda.
The above provision applies mutatis mutandis to cases where the meeting is convened by any person, other than the Board of Directors, entitled to convene such meeting.
Unless otherwise resolved at the meeting, the chairman cannot announce adjournment of the meeting before all the items (including extemporary motions) listed in the agenda are completed. If the chairman announces the adjournment of the meeting in violation of these Rules and Procedures, other members of the Board of Directors shall promptly assist the attending shareholders to elect, by a majority of votes represented by attending shareholders in the meeting, another person to serve as chairman and continue the meeting in accordance with due procedures.
The chairman must provide sufficient time for the explanation and discussion of all items on the agenda and amendments and extemporary motions submitted by shareholders; the chairman may announce an end of discussion and submit an item for a vote if the chairman deems that the agenda item is ready for voting and the chairman should designate sufficient time for a vote.
Article 11
When a shareholder attending the meeting wishes to speak, a speech note should be filled out with summary of the speech, the shareholder's account number (or the number of attendance card) and the account name of the shareholder. The chairman shall determine the sequence of shareholders' speeches.
If any attending shareholder at the meeting submits a speech note but does not speak, no speech should be deemed to have been made by the shareholder.
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Shareholders attending the meeting may raise questions in the section of report items in the agenda only after the chairman or the designated personnel has completed the presentation. The same shareholder may not speak more than twice concerning the same item without the chairman's consent, and each speech time may not exceed three minutes.
The same shareholder may not speak more than twice concerning the same item without the chairman's consent, and each speech time may not exceed three minutes, when shareholders raise questions in the section of proposal items and discussion items in the agenda and items proposed in the section of extemporary motions.
The same shareholder may not speak more than twice concerning the same item without the chairman's consent, and each speech time may not exceed three minutes when shareholders raise enquiries and opinion expressions in the section of extemporary motions.
The chairman may stop the speech of any shareholder who violates the above provision or exceeds the scope of the agenda item or make the meeting out of order.
Unless otherwise permitted by the chairman and the speaking shareholder, no shareholder shall interrupt the speech of the speaking shareholder, otherwise the chairman shall stop such interruption. When a legal-entity shareholder has appointed two or more representatives to attend the meeting, only one representative can speak for each agenda item.
The chairman may respond himself/herself or designate another person to respond after the speech of attending shareholder.
Where a virtual shareholders’ meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 7 do not apply.
Article 12
Voting at a shareholders' meeting shall be based on number of shares. The shares of shareholders with no voting rights shall not be included in the total number of issued and outstanding shares when voting on resolutions.
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If there is concern that a shareholder's interest may conflict with and adversely affect the Company's interests with regard to any matters discussed at the meeting, that shareholder may not participate in voting, and may not represent another shareholder to exercise his or her voting rights.
The number of shares of those persons not permitted to exercise their voting rights in the foregoing paragraph shall not be included in counting the total number of voting shares for attending shareholders.
Except in the case of a trust enterprise or securities proxy organization approved by the securities competent authority, the proxy voting rights of a person serving as a proxy for two or more shareholders may not exceed 3% of total issued and outstanding shares voting rights; if it does exceed 3%, the excess portion shall not be counted.
Article 13
Each shareholder is entitled to one vote for each share held except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
Except otherwise specified in the Company Law or the Company's Articles of Incorporation, a resolution shall be adopted by a majority of the votes represented by the attending shareholders. At the time of a vote, for each proposal, the chairman or a person designated by the chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.
If there is amendment to or substitute for an agenda item, the chairman shall decide the sequence of voting for such original agenda item, the amendment, and the substitute. If any one of them has been approved, the others shall be deemed vetoed and no further voting will be necessary.
The chairman shall appoint persons responsible for checking and counting ballots during votes on agenda items. However, the persons responsible for checking ballots must be shareholders.
The ballots for voting or election matters shall be publicly counted at the meeting venue and once the counting is done, the result of voting including the number of votes casted shall be announced at the meeting and placed on record.
Article 14
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If the election of directors (including independent directors) is conducted at a shareholders' meeting, such an election shall be performed in accordance with the Company's Director Election Regulations, and the results including the list of elected directors (including independent directors) and the number of votes casted must be announced at the meeting.
The ballots cast in the election in the foregoing paragraph shall be sealed with the signatures of the monitoring personnel and must be given proper safekeeping and kept for at least one year. If a shareholder initiates a lawsuit in accordance with Article 189 of the Company Law, ballots shall be kept until the end of the lawsuit.
Article 15
Resolutions made at a shareholders' meeting shall be compiled in the form of minutes. The chairman shall affix his signature or seal to the minutes, which shall be issued to shareholders within 20 days after the end of the meeting.
With regard to the issue of minutes in the foregoing paragraph, the minutes may be distributed in the form of an announcement on the Market Observation Post System Website.
The minutes must faithfully record the meeting's date (year, month, day), place, chairman's name, resolution method, summary of proceedings, and results of the resolution and voting (including the statistical tallies of the numbers of votes). When there is a proposal of election of directors (including independent directors), the voting results to each candidate shall be disclosed. The minutes of shareholders' meeting shall be preserved for as long as the Company exists.
Article 16
The Company shall, on the day of the meeting, compile the number of shares obtained by solicitors and the number of shares represented by proxies in statistical tables in the specified format, and shall post such tables in prominent locations within the meeting place.
If any resolutions made by a shareholders' meeting are material information pursuant to applicable laws and regulations or the Taiwan Stock Exchange Corporation's regulations, the Company shall transmit the content of such resolutions to the Market Observation Post System Website within the specified period of time.
Article 17
Persons handling affairs of the meeting shall wear identification cards or arm badges. The chairman may order disciplinary officers or security guards to assist in keeping order in the meeting place. Such disciplinary officers or security guards shall wear arm badges or identification cards marked "Disciplinary Personnel" when assisting in maintaining order in the meeting place.
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If the meeting place is equipped with loudspeaker equipment, the chairman shall stop any shareholders using equipment not installed by the Company from speaking.
The chairman shall order disciplinary officers or security guard to escort any shareholders who violate these Rules and Procedures and fail to heed the chairman's correction, or disrupt the proceeding of the meeting and fail to desist, to leave the meeting place.
Article 18
During the meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the chairman may decide to temporarily suspend the meeting and announce, depending on the situation, when the meeting will resume.
Before the agenda set for the shareholders’ meeting are completed, if the meeting place cannot continue to be used for the meeting, then, by resolution of the shareholders, another place may be sought to resume the meeting.
The shareholders may resolve to postpone or resume the meeting within five days in accordance with Article 182 of the Company Law.
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.
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 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’
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meeting shall continue, and not postponement or resumption thereof under the first paragraph is required.
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.
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Appendix 7
Delta Electronics, Inc. Director Election Regulations (Translation)
Passed by general shareholders' meeting on March 19, 1988 Amendment passed by general shareholders' meeting on May 16, 2002 Amendment passed by general shareholders' meeting on May 19, 2005 Amendment passed by general shareholders’ meeting on June 13, 2008 Amendment passed by general shareholders’ meeting on June 24, 2011 Amendment passed by general shareholders’ meeting on June 19, 2012
Article 1
These Regulations have been stipulated in accordance with the "Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies" in achieving fair, neutral, and open election of directors.
Article 2
Unless otherwise specified in applicable laws and regulations and the Company's Articles of Incorporation, the election of the Company's directors (including independent directors) shall be conducted in accordance with these Regulations.
Article 3
When selecting the Company's directors, it should take into consideration the overall composition of the Board of Directors. The members of the Board of Directors must commonly possess the knowledge, skills, and qualities needed to perform their duties, including business judgment, accounting and financial analysis ability, administrative management ability, crisis management ability, industry knowledge, international market perspective, leadership ability, and decision-making ability.
The number of directors having a spousal relationship or family relationship within the second degree of kinship with any other director shall be less than half of the total number of directors.
Article 4
The qualifications of the Company's independent directors must comply with
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the competent authority's determination standards; the election of the independent directors shall be subject to the regulations prescribed by the competent authority.
The directors (including independent directors) shall be elected pursuant to the candidates nomination system in Article 192-1 of the Company Law.
Article 5
The Company's directors shall be elected by means of the single open cumulative ballot method. According to relevant laws, each share is entitled to votes equal to the number of directors to be elected, and the number of votes may be used together to elect one person or spread out over several persons. The Board of Directors shall prepare ballots equal to the number of directors to be elected. In addition to affixing the Company's seal on the ballots, each ballot shall bear an elector's attendance card number and number of votes for distribution to the attending shareholders.
Article 6
Candidates for election of the Company's directors shall be elected, with independent directors, non-independent directors elected at the same time but in separately calculated numbers, in sequence starting from those who have received the highest number of votes until the required number of persons specified in the Company's Articles of Incorporation and
proposed by the Board of Directors are elected. If two or more persons receive the same number of votes, and resulting in the total number of persons to be elected exceeds the number specified in the Company's Articles of Incorporation, those persons who have received the same number of votes shall draw straws to decide who is elected. If any person who has received the same number of votes with others is not present at the meeting, the chairman shall draw a straw on that absent person's behalf.
Article 7
Before the start of an election the chairman shall designate several persons to count ballots and two persons (who should be shareholders) to check ballots to perform relevant duties. The Board of Directors shall prepare a ballot box. Persons designated to check ballots shall open and check the box in front of the meeting before voting begins.
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Article 8
If a candidate is a shareholder, electors must clearly fill in the candidate's shareholder number and name in the candidate column of each ballot. If a candidate is not a shareholder, electors must clearly fill in the candidate's name and ID document number. ID document refers to the original copy of the citizens' ID card for domestic natural persons and the original copy of a passport for foreign natural persons. The ID document number shall serve as the person's ID number for the purpose of the election. However, if a candidate is a governmental organization or legal entity, the name of the governmental organization or legal entity (or the name of the government organization and its representative or the name of the legal entity and its representative) must be clearly filled out in the candidate column of the ballot. If there are several representatives, each of the representatives' names must be filled in.
Article 9
A ballot is invalid if any of the following circumstances occur:
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The elector has failed to use a ballot prepared by the Board of Directors.
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A blank ballot with no writings has been cast in the ballot box.
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The writing is unclear and illegible or has been altered.
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When the candidate is a shareholder, any item of the candidate's name, shareholder's account number, or number of votes allocated has been omitted or altered; or the candidate's name or shareholder's account number does not conform to that in the shareholders register.
If the candidate is not a shareholder, any item of the candidate's name, ID number, or number of votes allocated has been omitted or altered; or the candidate's name or ID number is found not to conform to that on the original documents.
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The elector has intermixed other text or figures in addition to the candidate's name, shareholder's account number or ID number, and number of votes allocated.
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The number of candidates on the ballot exceeds the specified number.
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Article 10
If the number of votes allocated is less than the total number of votes vested to shareholders, the votes which are not cast shall be deemed to have been forfeited by that shareholder.
Article 11
The ballot box shall be opened in front of the meeting after the completion of voting. The chairman shall announce the names of the elected directors in front of the meeting, or the chairman may appoint a master of ceremonies to do so.
Article 12
The Company's Board of Directors shall issue election notification to each elected director.
Article 13
These Regulations shall be effective from the date they are approved by the shareholders' meeting. The same shall apply in the case of amendments.
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Appendix 8
Effect of Issuance of Bonus Shares to be Resolved at this Annual General Shareholders' Meeting on Operating Performance and Earnings per Share
No bounds share distribution is proposed at this Annual General Shareholders' Meeting, and the Company is not required to disclose 2023 financial forecasts according to relevant laws and regulations. Hence, the Company is not required to disclose yearly forecast information.
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Appendix 9
Shareholdings of All Directors of the Company
-
In accordance with Article 26 of Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum number of shares held by all directors other than independent directors of the Company shall be 62,341,039.
-
As of the book closure date, the shareholdings of directors recorded in the shareholder register is as follows:
| Title | Name | Current shareholdings | Current shareholdings |
|---|---|---|---|
| Shares | Percentage | ||
| Chairman | Yancey Hai | 984,067 | 0.04% |
| Vice-Chairman | Mark Ko | 807,630 | 0.03% |
| Director | Bruce CH Cheng | 81,878,039 | 3.15% |
| Director | Ping Cheng | 55,640,093 | 2.14% |
| Director | Simon Chang | 903,811 | 0.03% |
| Director | Victor Cheng | 50,344,764 | 1.94% |
| Director | Shan-Shan Guo | 20,360 | 0.00% |
| Independent Director | Ji-Ren Lee | 0 | 0.00% |
| Independent Director | Jack J. T. Huang | 0 | 0.00% |
| Independent Director | Shyue-Ching Lu | 0 | 0.00% |
| Independent Director | Rose Tsou | 0 | 0.00% |
| Independent Director | Audrey Tseng | 0 | 0.00% |
| Shareholdings of all directors | 190,578,764 | 7.33% |
Note 1:As of the book closure date, the number of issued shares of the Company is 2,597,543,329.
Note 2 : The Company has established an Audit Committee, so the provisions on the minimum percentage requirements for the shareholdings of supervisors shall not apply.
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Appendix 10
Relevant Information on Proposals Made by Shareholders Who Hold 1% or More of the Total Issued Shares of the Company
-
In accordance with Article 172-1 of the Company Act, the proposal accepting period of 2023 Annual General Shareholders' Meeting was from March 31, 2023 to April 10, 2023
-
In the abovementioned period, no proposal was submitted by shareholders holding 1% or more of the total number of issued shares of the Company.
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Appendix 11
SBT NET-ZERO
Delta is committed to climate transition toward an SBT Net-Zero goal by 2050
Founded in 1971, Delta Electronics, with "To provide innovative, clean and energy-efficient solutions for a better tomorrow" as our business mission, provides innovative, clean, and efficient products and solutions worldwide. Continuously improving energy-saving technologies for over half a century, Delta is helping the world reduce greenhouse gas emissions and create a better tomorrow.
Joining international initiatives and implementing a greenhouse gas emissions reduction action plan
Delta Electronics set a science-based target (SBT) of reducing greenhouse gas emissions (GHG) intensity by 56.6% by 2025 with 2014 as the base year aligned with the 2°C pathway, and passed the review by the Science Based Targets initiative (SBTi). We continue to move toward our goal through energy conservation and GHG reduction endeavors and self-generation of renewable electricity or purchase of qualified renewable electricity. By 2021, we had achieved our SBT 2°C target four years ahead of schedule.
Building on our experience in implementing SBT’s 2°C target, Delta is further committed to achieving its RE100 goal and carbon neutrality by 2030. Guided by the global 1.5°C pathway, Delta has set a long-term strategy and target of achieving SBT Net-Zero at all our sites around the world by
- Delta officially passed the SBTi's Net-Zero validation in November 2022 as the first company in the high-tech hardware and equipment industry in Asia and the 125th company in the world to pass the review.
According to our SBT Net-Zero goal, Delta must reduce scope 1, 2, and 3 GHG emissions by 90% by 2050 from the base year level of 2021. Our new short-term targets based on the 1.5°C pathway are reducing scopes 1 and 2 emissions by 90% and scope 3 emissions by 25% by 2030 from the base year level of 2021.
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==> picture [550 x 271] intentionally omitted <==
----- Start of picture text -----
Short-term target Long-term target
Scope 1+2 ▼90%
Scope 3 ▼25%
Scope 1+2+3 ▼90%
RE100 + Carbon Neutrality SBT NET-ZERO
2021 2030 2050
Promotion of Energy Investment in high integrity carbon
Conservation Projects credits and permanent carbon removal
Applications of Renewable Adopt Internal Carbon Fee
Electricity Mechanism
3,500,000
Promotion of Green Investment in low-carbon
3,000,000
Buildings innovation
2,500,000
2,000,000
1,500,000
1,000,000
500,000
-
2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050
Scope1+2 Scope3
(COe)2
GHG Emissions
----- End of picture text -----
Top-down approaches to climate change governance and core energy-saving technologies increase low-carbon business opportunities
Delta's complete climate governance structure and strategies enable the company to operate business stably when facing climate challenges, proactively implement GHG reduction measures to achieve our goals, and seize green business opportunities.
Delta's board of directors oversees climate governance based on a comprehensive knowledge. The Delta ESG Committee, which reports to the board of directors, is Delta's top-level climate risk and opportunity monitoring committee. It has organized climate change-related functional committees, including energy management, Water Conservation and Waste Reduction Management, as well as RE100, carbon management, product stewardship, and supply chain ESG management. Delta Electronics has also formed different task forces to formulate and implement projects to echo SBT Net-Zero and SDGs with practical actions using our core capabilities.
Delta invests more than 8% of our total revenue annually in innovative R&D to provide eco-friendly products and solutions with our core power electronics technology that saves energy and reduces GHG emissions. From 2010 to 2021, the energy-efficient products we shipped to clients have helped our clients save 35.9 billion kWh of electricity.
Identifying climate risks and opportunities to develop future business
Planning for low-carbon business opportunities, Delta has adopted the Task Force on Climate-related Financial
Disclosures (TCFD) and an internal carbon pricing (ICP) mechanism. We continue to facilitate low-carbon innovation, explore business opportunities from technologies, and regularly disclose climate-related management results and performance.
Through the implementation of the TCFD, we have identified and assessed Delta's risks and opportunities arising from climate change. Delta is proactively building green business capabilities in advance to align with our transition strategy, taking into consideration different climate-related scenarios.
Since 2021, Delta has adopted the ICP mechanism at US$300 per metric ton of carbon dioxide equivalent to achieve the RE100 goal and SBT Net-Zero. ICP has supported renewable energy and energy technologies development projects, energy and resources management, and has promoted investments in low-carbon innovation and initiatives, such as green hydrogen energy, low-carbon transportation, and carbon capture and storage. Delta established its climate-related product taxonomy based on the EU taxonomy, which not only quantifies the low carbon-related cost and revenue of the current year, but also sets the goal of the annual budget implementation rate and ICP fees.
To enhance the climate transition capabilities of the supply chain, Delta has engaged with first-tier suppliers by providing free training on the ISO 14064-1 GHG inventory standards and courses on energy saving. Delta hopes to bring together all partners in the industry to ensure a high value is placed on climate change issues and to lead the supply chain in reducing GHG emissions with practical actions that keep pace with international trends.
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