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EDIMAX — AGM Information 2022
Aug 9, 2022
52279_rns_2022-08-09_c1f40c1e-1fff-4f88-b8a1-cb990a9c6c24.pdf
AGM Information
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Edimax Technology Co., Ltd.
2022Annual Shareholders’ Meeting Minutes
(Translation)
- Time: 9:00 am on Wednesday, June 1, 2022
Place: 1F., No.278, Xinhu 1st Rd., Neihu Dist., Taipei City, Taiwan (Physical shareholders meeting ) Total outstanding Edimax shares: 190,709,483 shares Total shares represented by shareholders present in person or by proxy: 124,082,271 shares (among them, 18,447,106 shares voted via electronic transmission) Percentage of shares held by shareholders present in person or by proxy: 65.06% Chairman: Guan-Sheng Renn Recorder: Nai-Tzu Kuo Participants:
- Han-Shen Lee, Director
Liang-Jung Pan, Director Ka Wah Investment Co., Ltd. Representative: Jung-Lung Hung, Director Chung-Ming Tsao, Independent Director Jin-Sheng Luo, Independent Director Yu-Liang Lin, Independent Director Ze-Li Gong, CPA
- Bao-Lu Lee, Lawyer
1.Call the Meeting to Order
2.Chairman’s Address (omitted)
3.Report Items:
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(1).2021 Business Report (Please refer to Attachment 1).
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(2).Audit Committee’s Review Report (Please refer to Attachment 2).
4.Proposal Items:
- (1) Adoption of the 2021 Business Report and Financial Statements (including Consolidated Financial Statements) (Proposed by the Board)
Explanation:
-
1.The Company’s 2021 Financial Statements, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, were audited by independent auditors, Ze-Li Gong and Chih-Yuan Chen, of Deloitte & Touche.
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2.2021 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements are attached hereto as Attachments 1, 6 and 7.
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Voting Results: Shares represented at the time of voting: 124,082,271
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 118,882,726 Votes (13,247,562 Votes) |
95.80% |
| Votes against | 87,571 Votes (87,517 Votes) |
0.07% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 5,112,028 Votes (5,112,027 Votes) |
4.11% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
- (2) Adoption of the Proposal for 2021 Deficit Compensation(Proposed by the Board) Explanation:
Please refer to the 2021 Deficit Compensation Statement as follows:
Edimax Technology Co., Ltd.
Deficit Compensation Statement for the Year 2021
Unit: NTD$
| Edimax Technology Co., Ltd. Deficit Compensation Statement for the Year 2021 |
Unit: NTD$ |
|---|---|
| Items | Total |
| Beginning period undistributedprofits | 345,160 |
| Net loss after tax for the currentperiod | (55,028,430) |
| Cumulative unrealized loss of equity instruments transferred to retained earnings due to disposal |
(5,099,994) |
| Remeasurement of defined benefit plans recognized to retained earnings |
(6,043,259) |
| Share of the other comprehensive loss of associates accounted for usingthe equitymethod |
(1,504,248) |
| The amount of accumulated deficits | (67,675,931) |
| Endperiod of accumulated deficits | (67,330,771) |
Chairman: Guan-Sheng Renn Manger: Guan-Sheng Renn Accountant: Han-Shen Lee
Voting Results: Shares represented at the time of voting: 124,082,271
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 119,060,701 Votes (13,425,537 Votes) |
95.95% |
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| Votes against | 111,554 Votes (111,554 Votes) |
0.08% |
|---|---|---|
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 4,910,016 Votes (4,910,015 Votes) |
3.95% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
5.Discussion Items
- (1) Amendment to the “Articles of Incorporation”, please proceed to discuss. (Proposed by the Board)
Explanation:
-
1.In order to comply with law and regulations and conform to the needs of commercial practice, the company hereby proposes to amend the “Articles of Incorporation”.
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2.Please refer to Attachment 3 for details of the proposed amendments to the “Articles of Incorporation”.
Voting Results: Shares represented at the time of voting: 124,082,271
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 119,095,755 Votes (13,460,591 Votes) |
95.98% |
| Votes against | 79,857 Votes (79,857 Votes) |
0.06% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 4,906,659 Votes (4,906,658 Votes) |
3.95% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
- (2) Amendment to the “Rules for Election of Directors”, please proceed to discuss. (Proposed by the Board)
Explanation:
-
1.In order to comply with law and regulations and conform to the needs of commercial practice, the company hereby proposes to amend the “Rules for Election of Directors”.
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2.Please refer to Attachment 4 for details of the proposed amendments to the “Rules for Election of Directors”.
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Voting Results: Shares represented at the time of voting: 124,082,271
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 119,091,849 Votes (13,456,685 Votes) |
95.97% |
| Votes against | 81,854 Votes (81,854 Votes) |
0.06% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 4,908,568 Votes (4,908,567 Votes) |
3.95% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
-
(3) Amendment to the “Procedures for Acquisition or Disposal of Assets”, please proceed to discuss. (Proposed by the Board) Explanation:
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1.In order to comply with law and regulations and conform to the needs of commercial practice, the company hereby proposes to amend the “Procedures for Acquisition or Disposal of Assets”.
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2.Please refer to Attachment 5 for details of the proposed amendments to the “Procedures for Acquisition or Disposal of Assets”.
Voting Results: Shares represented at the time of voting: 124,082,271
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 119,072,744 Votes (13,437,580 Votes) |
95.96% |
| Votes against | 102,861 Votes (102,861 Votes) |
0.08% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 4,906,666 Votes (4,906,665 Votes) |
3.95% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
- (4) Proposal for a cash offering by private placement and issuance of new shares , please proceed to discuss. (Proposed by the Board)
Explanation:
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For long-term strategic development and competitiveness enhancement, it is proposed to, in accordance with the requirements of Article 43-6 of the “Securities and Exchange Act” and the “Directions for Public Companies Conducting Private Placements of Securities”, with the total number of issued common shares to be no more than 50 million shares and depending on the capital market conditions, submit the proposal to the shareholders’ meeting for approval and to authorize the board of directors to, to issue common shares for capital injection in cash through private placement.
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Related matters in accordance with the requirements of Article 43-6 of the “Securities and Exchange Act” and the “Directions for Public Companies Conducting Private Placements of Securities” are explained as follows:
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(1) Basis and rationality of private placement pricing:
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A. The reference price of private placement should not be lower than 80% of the higher price calculated based on the following two benchmarks before the price determination date.
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(A) The simple average closing price of the common shares for either the 1,3 or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
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(B) The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
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B. The actual price determination date and the actual private placement price will be determined by the board of directors pursuant to the scope of percentage adopted by the resolution of the shareholders meeting and according to the above pricing requirements and based on the market condition.
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(2) The criteria and purpose to select specific parties: The participants shall be the specific parties qualified for the rules in Article 43-6, Securities and Exchange Act and have to be strategic investors who can contribute benefits to the Company’s long term development and existing shareholders’ equities.
- The Company currently has not arranged any specific parties. It is proposed to authorize the BOD to handle all the relevant matters in this regard.
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(3) The necessity and expected benefits of subscribers as strategic investors: The Company proposed to engage with strategic investors through private placement to raise capital for the Company’s long-term operating plan and future business development. It is expected that the private placement will strengthen future competitiveness, improve financial structure, enrich working capital and have advantage on the Company’s long-term development., which
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also has positive influence on shareholders’ equity.
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(4) Necessary reasons for private placement:
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A. Reasons for not taking public offering:
- The company evaluates the market conditions, the timeliness, feasibility, and issuance cost of raising capital. Compared with public offering, the non-free transfer of private equity securities within three years will ensure the long-term cooperative relationship between the company and strategic investors. Therefore, Public offering is not used, and private placement of ordinary shares is handled in accordance with the Securities and Exchange Law and other relevant regulations.
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B. Amount limit of the private placement:
- The total amount of common shares to be privately placed shall be no more than 50 million shares with par value of NT$10 and such amount shall be issued at once within one year from the resolution date of the shareholders’ meeting.
-
C. The use of the funds raised by installments and the anticipated benefits:
-
(A) Purpose of the funds:
- The funds raised by installments in the private placement will be used to enrich working capital and for future development needs.
-
(B) Expected benefits:
- In addition to expanding the Company’s future operational scale, effectively reducing operating risks, and ensuring financing efficiency, the implementation of this plan is expected to strengthen the Company’s competitiveness and enhance its operational efficiency, which will positively affect the Company’s operational stability and increase shareholder equity.
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D. The company did not have any major changes in management rights in the year before the decision of the board of directors to handle the private placement, and it is expected that there will be no major changes in the management rights after the private placement to introduce strategic investors.
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The rights and obligations of the newly issued shares are the same as the original issued shares. In addition, in accordance with the Securities and Exchange Act, the shares of the Company's private offering shall not be transferred within three years from the date of delivery, except under the conditions stipulated in Article 43-8 of the Securities and Exchange Act. After three years from the delivery date thereof, the Company proposes that the Shareholders Meeting authorize the Board of Directors to apply to the Taiwan Stock Exchange Corporation based on the current situation for the issuance of a letter of approval on meeting the criteria for listing, and to make the subsequent filing with the competent authority for supplemental public issuance,
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as well as the application for listing transactions and related matters.
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The content of private placement except for the percentage of private placement pricing, actual issued price and fundraising amount, including conditions for issuance, items of the plan, estimated schedule, estimated potential benefits, the investment agreement of negotiation, discussion, signing and modification and all other matters relating to the issuing plan are proposed to be authorized to the chairman to adjust, stipulate, and handle according to market conditions in the extraordinary shareholders meeting. It is also proposed to authorize the Board of Directors to handle the situations with full authority in case the amendment of the indication from the competent authorities or changes based on operation evaluation or needs from objective environment in the future.
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It is proposed to the Meeting to authorize the Chairman to represent the Company to negotiate and sign any document and contract with regard to the private placement plan, also to represent the Company for matters regarding the plan. Supplementary Explanatory Notes: The explanation of the letter of No. 1110001425 dated April 29, 2022 from the Securities and Futures Investors Protection Center is as follows:
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The price per share of the private common stock may be lower than the par value of the stock, and the reason for the lower price, the rationality, the method of determination and the impact on shareholders' rights and interests should be stated: The method of setting the price of ordinary shares in this private placement is governed by the laws and regulations of the competent authority. The actual pricing date and the actual private placement price will be submitted to the shareholders' meeting to authorize the board of directors to decide on the situation of the specific person and market conditions in the future. The private placement price shall not be lower than the aforementioned reference. 80% of the price. If the price per share of private ordinary shares is affected by market factors in the future, it may be necessary to issue a price lower than the par value. The determination of the price should be based on the pricing basis regulated by laws and regulations and reflect the market price. necessary and reasonable. If the private placement price of ordinary shares is lower than the face value of the shares and the company has accumulated losses due to the above-mentioned pricing method, it will be dealt with by means of capital reduction, surplus or capital reserve to make up for losses in the future depending on the company's operations and market conditions.
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The purpose of this private placement, its impact on management rights and its impact on shareholders' rights and interests: The company passed the resolution of the board of directors on April 15, 2011, within the limit of the number of issued shares not exceeding 50,000,000 shares. Depending on the capital market conditions, the company requested the shareholders' meeting to authorize the board of directors to handle the issuance of private cash capital increase within one
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year from the date of the resolution of the shareholders' meeting. common stock. If all the private shares are issued this time, the shareholding ratio after the capital increase will be approximately 20.77%. The applicants are limited to specific persons who meet the provisions of Article 43-6 of the Securities and Exchange Law, and must be strategic investors. The purpose is to In order to meet the company's long-term operation plan and future business development, by introducing strategic investors and their funds to enhance the company's future competitiveness, in addition to improving the company's financial structure and enriching working capital, it also helps the company's long-term operation and development, Conducive to the enhancement of shareholders' equity. The company had no major changes in management rights in the previous year, and it is expected that there will be no major changes in management rights after the introduction of strategic investors through private placement.
Voting Results: Shares represented at the time of voting: 124,082,271
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 117,654,928 Votes (12,019,764 Votes) |
94.82% |
| Votes against | 1,520,701 Votes (1,520,701 Votes) |
1.22% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 4,906,642 Votes (4,906,641 Votes) |
3.95% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
6.Motions: None.
7.Adjournment: Meeting ended at 9:24 am on the same day.
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Attachments
Attachment 1
Business Report
Dear shareholders, ladies and gentlemen,
Thank you for your support and encouragement to our Company for the past one year, the Company would like to report the business performance of year 2021 as follows: I.Annual operating result of year 2021
一 ( )The results of the implementation of the business plan
Review year 2021, due to the continuous impact of the Covid-19 epidemic, the shortage of materials for key components continued throughout the year. Under the impact of multiple problems such as prolonged delivery of raw materials, rising costs, long and short lead-time materials, and Port congestion , business activities were suppressed and costs were risen. Edimax's annual consolidated revenue was 5,247,518,000 dollar, consolidated operating net loss was 37,644,000 dollar, and consolidated net loss was 72,184,000 dollar. The net loss attributable to the parent company was 55,028,000 dollar, and the loss per share was 0.29 dollar, the operating condition is declining compared to the previous same period, to overcome this challenge, in addition to continuously strengthening the management of the supply chain, adjusting the inventory level in a timely manner and actively promoting niche products to strengthen the Company's core competitiveness, the company's management team will continuously to innovative business models, enhance customer satisfaction and develop differentiated products, and continue to move towards a professional network communication giant. The Company maintains prudent and optimistic for future operating result and growth in all aspects.
( 二 )Financial Revenue & Profitability Analysis
| Item | 2020 | 2021 | |
|---|---|---|---|
| Financial Structure Analysis |
Debt-Asset Ratio (%) | 59.98 | 61.18 |
| Ratio of Long-term Capital to Property, Plant and Equipment(%) |
198.71 |
207.66 | |
| Profitability Analysis |
Return on Assets(%) | 3.30 | (0.89) |
| Return on Equity (%) | 8.17 | (2.44) | |
| Income before Tax to Paid-in Capital(%) | 14.77 | (2.85) | |
| Net Profit Margin(%) | 3.60 | (1.38) | |
| Earningsper Share(NTD) | 0.56 | (0.29) |
In terms of financial structure analysis of Edimax Group, due to the demand for purchasing materials and the repayment of short-term bank loans in 2021 , its cash amount reduces and debt ratio increased slightly. In addition, due to Edimax’s issuance of convertible corporate bonds this year, long-term capitals increased, and
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Ratio of long-term capital to property, plant and equipment increased ; and various
profit indicators fell due to the decline in profit compared with the previous period.
- (
三)Research and Development Status
The products developed in year 2021 are listed as below :
Enterprise and Consumer Communication Equipments :
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1.Enterprise and Consumer Network Products Series
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(1) WiFi 6 (IEEE 802.11ax) Products Series
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A. WiFi 6/6E Network Interface Card (NIC)
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B. WiFi 6/6E Mesh Roaming Range Extenders
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C. WiFi 6/6E Routers
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(2) Enterprise WiFi 6 Products Series
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A. Fast Hopping AI Mesh WiFi Access Points for Enterprise
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B. WiFi 6/6E Access Points
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C. Outdoor 5G Industrial Routers, Portable 5G Routers
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D. High Security Protection Cloud Management System for Enterprise
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2.Hi-End Networks Switches Series for Enterprise
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(1)Intelligent Management and Backbone Networks Equipments Series
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A.10G Intelligent Management Network Switches
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B. IEEE 10G, 100G Backbone Network Switches
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C. Network Security Management System for Enterprise
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(2)Network Products for Enterprise
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A. Outdoor High Power 5GHz Bridges
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B. IEEE 2.5/5/10G Ethernet Switches/NIC
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3.AIOT Products, Services and Others
: -
(1)IP Camera Series
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A.High Definition IP Camera with Multi-level Security Key Protection for Enterprise
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B. Hyperfocal Distance IP camera with Multi-Security Key Protection
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C. Integrated Network Camera, Cloud Recording Management System
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D. Wireless presentation projection products
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E. Image, Voice Recognition AI System
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(2)Cloud Integration Systems Series
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A.Video Streaming and Recording Cloud Management System with High Security Protection
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B. AI Dongle
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C. Integrated ALPR(Automatic License Plate Recognition) System
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D. Cross-Industry Integration Cloud Management System
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Telecommunications business communication equipments
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1.Home Networking Products Series
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(1)Outdoor Industrial G.hn Wave 2 PLC Products Integrating LiFi Technology
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(2)Plastic Optical Fiber (POF) Switches Products Series
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(3)Smart Roaming Solution Crossing Multi Platforms.
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2.Broadband Customer Premise Equipment (CPE) Series
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(1)GPON Network Gateway/IAD with WIFI 6 Feature
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(2)VDSL2+ 35b Broadband Routers with WIFI 6 Feature
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(3)G.fast Bonding Broadband Routers with WIFI 6 Feature
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3.Fiber-optic Communication Solution Series
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(1)Indoor 8 Ports G.fast FTTdp DPU
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(2)4 Ports G.hn Wave 2 EOC (Ethernet over Coax) FTTdp DPU
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(3)5G to the distribution point multi-port G.fast Wave 2 solution
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(4)Multi-port G.hn Coax solution with feedback power supply FTTdp fiber to distribution point
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II. Annual business plan outline of 2022
一 ( )Operating strategy
In addition to continuing to deepen the existing three major product directions: WIFI, S/W , AIoT , Edimax Group will work hard to develop niche products (including Wireless HDMI, High density AP, Cloud for IoT , ESL, IP CAM AP , etc.) , and starting from this year, we will deploy Industrial Grade Networking Solutions, invest in research and development of Time Sensitive Network related technologies and applications, and combine industrial control and broadband network applications.
Edimax will keep adopting the product strategy for enterprise and retail markets by 4S (Software, Solution, Service, Security) oriented in this few years, and build up cloud services, to create business opportunities of software and service; in business strategy, the Company continues to focus on 3H (High-priced, high value-added, high profit rate) strategy, the Company has explored the networking market for enterprises, and the resources was concentrated on the major customers, and WIFI 6/6E (802.11ax Solutions) . In addition, in view of the huge future business opportunities of the AI Internet of Things (AIOT), in addition to continued investment in development resources, the Company is more active in strategic investment, to combine with external expertise and cooperation, establish complete ecosystem and product lines to enhance overall competitiveness. In terms of product strategy of the telecommunications market, based on the advantages of existing broadband communication equipment, actively develop next generation of Broadband CPE, DPU 、 MDU 、 10GPON and other products, the Company provides professional, customized, segmented and competitive products to meet the deployment requirements of various telecommunications and broadband service providers to customers, and thus allow users to enjoy higher quality services such as network connection, video and voice, and strive for more telecommunications and broadband service customers to expand the market and reduce customer
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concentration risk.
( 二 )The important marketing policy
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Continue to strengthen supply chain management, improve supply quality, reduce costs and shorten delivery time to improve overall operating performance. Due to the continuous impact of the COVID-19 epidemic , the telecom industry is still in shortage of key components, the situation of long-term and short- term materials and port congestion are still severe. It is estimated that the logistics and supply of materials are expected to slow down in the second half of this year. However, we must well prepared, strengthen inventory control in order to face the changed of the supply and demand.
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Continued to enhance the production effectiveness, efficiency and quality, the introduction of automated production, intelligent manufacturing, to enhance manufacturing competitiveness.
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Line with market changes, grasp Company 3H (High-priced, high value-added, high margin), 4S (Software, Solution, Service, Security) development strategy and direction, to provide customers with a competitive market solution to meet the various industry and customer needs.
III. The company's future development strategy
In order to continue to maintain the stability and growth of both profit and revenue, the Company still maintains its consistent development strategy as follows: 一 ( ) Focus on the industry and grow steadily
Do not make high-risk investments, and continue to strengthen business development, with stable profitability as the priority; and actively explore new markets, research and develop new product lines and deeply focus on key customers to reduce the impact of changes in the market environment on the Company.
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二)Continue to strengthen research and development -
Continue to invest heavily in R&D and strengthen the R&D strength of software
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and hardware, continuously develop high-end and integrated products, and maintain a leading position in technology.
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三)Adhere to quality and reduce costs
More stringent control over product quality and cost, reduce quality problems, and enhance the company's profitability.
( 四 )Strengthening operation management
The Company upholds the core values of integrity, quality, service, and innovation, and establishes long-term partnerships with customers, suppliers and employees. At the same time, it establishes a good corporate governance system and continuously improves management systems, continues to streamline processes, and improve efficiency, enhance the overall competitiveness of the Company.
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IV. The Impacts from the external competitive environment, regulatory environment and the overall business environment
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Due to the continuous deployment of 5G mobile broadband networks around the world , the demand for network bandwidth has grown rapidly, cloud applications have continued to increase, and the demand for high-speed and secure application services has led to the booming of Internet applications . The trend of artificial intelligence and the Internet of Things will also drive a new wave of business opportunities. The way how to reduce the impact and challenges of production, sales and logistics brought from Covid-19 epidemic, turn the crisis into a turning point, and seize market opportunities will become an important topic of the Company this year.
The company has a strong R&D, marketing and management team. For the future development direction, in addition to maintaining long-term cooperative relations with existing customers, it also actively explores the market and is committed to the development of various niche products in order to pursue long-term and stable growth of the company. as the target.
Finally, I would like to be on behalf of all directors to all shareholders of the Company, send my sincere thanks to all shareholders, ladies and gentlemen and staff colleagues, for the contribution and efforts of development of the Company, and thank you for the encouragement and support to us, so the Company can continue prosperity and growth. Here, I wish you
Good health and good luck
Chairman & General Manager Guan-Sheng Renn Accountant Han-Shen Lee
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Attachment 2
Edimax Technology Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared and submitted to us the Company’s 2021 Business report, Financial Statements, and Proposal for Deficit Compensation. CPA Ze-Li Gong and Chih-Yuan Chen of Deloitte & Touche were retained to audit Financial Statements and have issued an audited report accordingly. We, as the Audit Committee of the Company, have reviewed the Business Report, Financial Statements, and Proposal for Deficit Compensation and do not find any discrepancies. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
2022 shareholder meeting of the company
Chairperson of the Audit Committee: Chung-Ming Tsao
March 11, 2022
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Attachment 3
Edimax Technology Co., Ltd.
Articles of Incorporation
| Original Articles | Amended Articles | Remark | |
|---|---|---|---|
| Article 6 Due to business needs, the Company may conduct various investments. The amount of investment is not subject to the total amount limitation of the investment under Article 13 of the Company Act not to exceed the 40% of the paid-up capital. The investmentshould be dealt with by the resolution of the board of directors. |
Article 6 Due to business needs, the Company may conduct various investments. The amount of investment is not subject to the total amount limitation of the investment under Article 13 of the Company Act not to exceed the 40% of the paid-up capital. The investmentsuitable for resolution by the resolution of the board of directors. |
Change the wording. |
|
| Article 11 There will be two kinds of shareholders’ meetings including general meeting and extraordinary meeting, the general meeting will be convened by the board of director once a year within six months after the end of each fiscal year. The extraordinary meeting will be held in accordance with the relevant laws and regulations if it is necessary. |
Article 11 There will be two kinds of shareholders’ meetings including general meeting and extraordinary meeting, the general meeting will be convened by the board of director once a year within six months after the end of each fiscal year. The extraordinary meeting will be held in accordance with the relevant laws and regulations if it is necessary. The company's shareholders meeting may be held by video conference or other methods announced by the competent authority. The requirements, operating procedures, and other matters to be complied with for the adoption of video shareholders meeting shall be governed by the regulations of the competent authority if otherwise stipulated. |
Modify the article in accordance with the regulations. |
|
| Article 26 This Articles of Incorporation was concluded on June 17, 1986. ……………… Amended on June 13, 2019 for the twenty- ninth time. |
Article 26 This Articles of Incorporation was concluded on June 17, 1986. ……………… Amended on June 13, 2019 for the twenty- ninth time. Amended on June 1, 2022 for the thirty time. |
Add the date of this amendment. |
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Attachment 4
Edimax Technology Co., Ltd. Rules for Election of Directors
| Original Articles | Amended Articles | Remark | ||
|---|---|---|---|---|
| Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors and supervisors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors and supervisors will be elected. |
Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. |
Modify the article in accordance with the regulations. |
||
| Article 7 Theboard of directors shall prepare separate ballots for directors in numbers |
Article 7 Theperson with the right to convene shall prepare separate ballots for directors in |
Modify the article in accordance |
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| Original Articles | Original Articles | Amended Articles | Remark | |
|---|---|---|---|---|
| corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of votingshareholders. |
numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of votingshareholders. |
with the regulations. |
||
| Article 10 If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate"column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered. |
Deleted | Modify the article in accordance with the regulations. |
||
| Article 11 A ballot is invalid under any of the following circumstances: 1.The ballot was not prepared bythe board of directors. 2.A blank ballot is placed in the ballot box. 3.The writing is unclear and indecipherable or has been altered. 4.The candidate whose name is entered in the ballotis a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match. |
Article 10 A ballot is invalid under any of the following circumstances: 1.The ballot was not prepared bya person with the right to convene. 2.A blank ballot is placed in the ballot box. 3.The writing is unclear and indecipherable or has been altered. 4.The candidate whose name is entered in the ballotdoes not conform to the director candidate list. |
Change the number of article and modify the article in accordance with the regulations. |
||
| the ballot | ||||
| candidate's | ||||
| shareholder |
- 17 -
| Original Articles | Amended Articles | Remark | ||
|---|---|---|---|---|
| 5.Other words or marks are entered in addition tothe candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted. 6.The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual. |
5 .Other words or marks are entered in addition to the number of voting rights allotted. |
|||
| Article 12 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. |
Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. |
Change the number of article. |
||
| Article 13 The board of directors of this Corporation shall issue notifications to the persons elected as directors. |
Article 12 The board of directors of this Corporation shall issue notifications to the persons elected as directors. |
Change the number of article. |
||
| Article 14 These Procedures, and any amendments hereto, shall be implemented after approval bya shareholders meeting. |
Article 13 These Procedures, and any amendments hereto, shall be implemented after approval bya shareholders meeting. |
Change the number of article. |
||
| Article 15 These Rules were approved by the Annual General Shareholders’ Meeting and entered into force on June 30, 1998. ……………… Amended on June 13, 2016 for the fifth time. |
Article 14 These Rules were approved by the Annual General Shareholders’ Meeting and entered into force on June 30, 1998. ……………… Amended on June 13, 2016 for the fifth time. Amended on June 1, 2022 for the sixth time. |
Change the number of article and add the date of this amendment. |
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Attachment 5
Edimax Technology Co., Ltd. Procedures for Acquisition or Disposal of Assets
| Original Articles | Amended Articles | Remark | |
|---|---|---|---|
| Article 6 A professional appraiser and its appraisal personnel which provide the Company with an appraisal report, or an accountant, lawyer or securities underwriter that provides the Company with opinion letters comply with the following requirements: 1.May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2.May not be a related party or de facto related party of any party to the transaction. 3.If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2.When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuingthe report or opinion. The related |
Article 6 A professional appraiser and its appraisal personnel which provide the Company with an appraisal report, or an accountant, lawyer or securities underwriter that provides the Company with opinion letters comply with the following requirements: 1.May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2.May not be a related party or de facto related party of any party to the transaction. 3.If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply withthe self-regulatory rules of their respective allied associations and the following: 1.Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2.When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuingthe report or opinion. The related |
Modify the article in accordance with the regulations. |
|
- 19 -
Original Articles working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 3.They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
4.They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
Procedures for acquire or disposing of real estate, right-of-use assets or equipment.
1.Assessment and process procedures
The Company shall acquire or dispose of real estate, right-of-use assets and equipment according to the fixed assets circulation procedures in internal control system of the Company.
- 2.The approval procedures for the terms of the transaction and the price
Amended Articles Remark working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 3.They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4.They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations. Article 7 Modify the Procedures for acquire or disposing of real article in estate, right-of-use assets or equipment. accordance 1.Assessment and process procedures with the The Company shall acquire or dispose of real regulations. estate, right-of-use assets and equipment according to the fixed assets circulation procedures in internal control system of the Company.
-
2.The approval procedures for the terms of the transaction and the price
-
2-1. When acquiring or disposing of real 2-1. When acquiring or disposing of real property or right-of-use assets, the property or right-of-use assets, the Company shall submit analysis report, with Company shall submit analysis report, with reference to the public value, assessment of reference to the public value, assessment of the value and the actual transaction price of the value and the actual transaction price of the neighboring real estate to decide the neighboring real estate to decide transaction conditions and price and transaction conditions and price and prepare a analysis report for approval prepare a analysis report for approval according to the "chart of approval according to the "chart of approval authorization” authorization”
-
2-2. Acquisition or disposal of equipment should 2-2. Acquisition or disposal of equipment should be done though either price inquiry, price be done though either price inquiry, price comparing, price negotiation or tender and comparing, price negotiation or tender and be approved according to the "chart of be approved according to the "chart of approval authorization” approval authorization”
-
2-3. In the event that the Company acquires or 2-3. In the event that the Company acquires or disposes of the assets in accordance with disposes of the assets in accordance with this rule or other legal provisions, it shall this rule or other legal provisions, it shall approved by more than one-half of all approved by more than one-half of all members of the Audit Committee, if no members of the Audit Committee, if no
-
20 -
Original Articles
more than one-half of all members of the Audit Committee have been agreed, it shall be agreed by more than two-thirds of all the directors and the resolution of the Audit Committee shall be set out in the minutes of board meeting.
The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
3.Execution units
When the Company acquires or disposes of real property, right-of-use assets or equipment, it shall be executed by the demanding department and the relevant unit after the approval in the "chart of approval authorization”
4.Valuation report of the real property, right-of-use assets or equipment
When the Company acquire or disposal real property, right-of-use assets or equipment, if the transaction amount exceeds 20% of the paid-in capital or NT$ 300million, except to transactions with domestic government authority, of building on owned land, building on rental land, disposal of the equipment used for business or right-of-use assets, the valuation report by the professional appraiser shall be obtained before the date of transaction and shall meet the following requirements: 4-1. For special reasons, where the limited price or special price is referred to decide the transaction price, it shall be approved by the Audit Committee and board of directors. The future transaction condition change shall also be approved in accordance with the same procedure.
-
4-2. The transaction amounted to NT$1 billion should be valued by two or more professional appraisers
-
4-3. If the valuation result of the professional appraiser is in any of the following circumstances, except the valuation result of
Amended Articles
more than one-half of all members of the Audit Committee have been agreed, it shall be agreed by more than two-thirds of all the directors and the resolution of the Audit Committee shall be set out in the minutes of board meeting.
The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
3.Execution units
When the Company acquires or disposes of real property, right-of-use assets or equipment, it shall be executed by the demanding department and the relevant unit after the approval in the "chart of approval authorization”
4.Valuation report of the real property, right-of-use assets or equipment When the Company acquire or disposal real property, right-of-use assets or equipment, if the transaction amount exceeds 20% of the paid-in capital or NT$ 300million, except to transactions with domestic government authority, of building on owned land, building on rental land, disposal of the equipment used for business or right-of-use assets, the valuation report by the professional appraiser shall be obtained before the date of transaction and shall meet the following requirements:
-
4-1. For special reasons, where the limited price or special price is referred to decide the transaction price, it shall be approved by the Audit Committee and board of directors. The future transaction condition change shall also be approved in accordance with the same procedure.
-
4-2. The transaction amounted to NT$1 billion should be valued by two or more professional appraisers
-
4-3. If the valuation result of the professional appraiser is in any of the following circumstances, except the valuation result of
Remark
==> picture [71 x 706] intentionally omitted <==
- 21 -
Original Articles
the acquired asset is higher than the transaction amount or the valuation result of the disposal of the asset is lower than the transaction amount, the Company shall invite the accountant to opinion the reasons for the difference and the legitimacy of the transaction price in accordance with the provisions Statements of Auditing Standards No.20 issued by the China Accounting Research and Development Foundation of the Republic of China (hereinafter referred to as the Accounting Research and Development Foundation).
-
4-3-1. The difference between the valuation result and the transaction amount is more than 20% of the transaction amount.
-
4-3-2. The difference between valuations by two or more professional appraisers is more than 10% of the transaction amount.
Amended Articles Remark the acquired asset is higher than the transaction amount or the valuation result of the disposal of the asset is lower than the transaction amount, the Company shall invite the accountant to opinion the reasons for the difference and the legitimacy of the transaction price.
-
4-3-1. The difference between the valuation result and the transaction amount is more than 20% of the transaction amount.
-
4-3-2. The difference between valuations by two or more professional appraisers is more than 10% of the transaction amount.
-
4-4. The date of the report of the professional 4-4. The date of the report of the professional appraiser shall not exceed three months appraiser shall not exceed three months from the date on which the contract was from the date on which the contract was established. But if it applies the same period established. But if it applies the same period of the public value of not more than six of the public value of not more than six months, it could be fixed by the opinion months, it could be fixed by the opinion from the same professional appraiser. from the same professional appraiser.
-
4-5. If the Company acquires or disposes of the 4-5. If the Company acquires or disposes of the assets by the court auction procedure, the assets by the court auction procedure, the Company may substitute the valuation Company may substitute the valuation report or the opinion of the accountant with report or the opinion of the accountant with the supporting documents issued by the the supporting documents issued by the court. court.
-
Article 8 Article 8 Modify the Processing procedure for acquiring or disposing Processing procedure for acquiring or disposing article in of securities of securities accordance 1. Assessment and process procedures 1.Assessment and process procedures with the The acquiring or disposing of securities of the The acquiring or disposing of securities of the regulations.
-
Company shall be handled according to the Company shall be handled according to the Company's internal control system. Company's internal control system.
-
- Approval procedures for the transaction terms 2.Approval procedures for the transaction terms and the price and the price
-
2-1. The security trading in the Central Stock 2-1. The security trading in the Central Stock Exchange or GreTai Securities Market shall Exchange or GreTai Securities Market shall be judged and decided according the market be judged and decided according the market value by the responsible unit, and approved value by the responsible unit, and approved by unit supervisors according the applicable by unit supervisors according the applicable approval procedure. If the each transaction approval procedure. If the each transaction amounted to more than 5% of the amounted to more than 5% of the
-
22 -
Original Articles
-
Company's paid-up capital, the board of directors and the Audit Committee shall approve it in advance.
-
2-2. If the company does not buy or sell securities in Central Stock Exchange or GreTai Securities Market, it should obtain the most recent CPA-audited or attested financial report and considerate the net value per share, profitability and future development potential and have it approved by unit supervisors according the applicable approval procedure. If the transaction amounted to more than 5% of the Company's paid-up capital, the Audit committee and board of directors shall approve it in advance.
-
2-3. In the event that the Company acquires or disposes of the assets in accordance with this rule or other legal provisions shall be approved by more than half of all audit committee members in advance, if approval of more than half of all audit committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
-
Execution units
When the Company invests securities, it shall be executed by the financial department after the approval in the "chart of approval authorization”
-
Expert opinion
-
4-1. When the Company acquires or disposes of securities, it shall obtain the most recent CPA-audited and attested financial report of the company as a reference for assessing the transaction price. If the transaction amounted to 20% of the company's paid-up capital of NT $ 300 million or more, the Company should consult the accountant’s
-
Amended Articles Remark
-
Company's paid-up capital, the board of directors and the Audit Committee shall approve it in advance.
-
2-2. If the company does not buy or sell securities in Central Stock Exchange or GreTai Securities Market, it should obtain the most recent CPA-audited or attested financial report and considerate the net value per share, profitability and future development potential and have it approved by unit supervisors according the applicable approval procedure. If the transaction amounted to more than 5% of the Company's paid-up capital, the Audit committee and board of directors shall approve it in advance.
-
2-3. In the event that the Company acquires or disposes of the assets in accordance with this rule or other legal provisions shall be approved by more than half of all audit committee members in advance, if approval of more than half of all audit committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
-
3.Execution units
When the Company invests securities, it shall be executed by the financial department after the approval in the "chart of approval authorization”
-
4.Expert opinion
-
4-1. When the Company acquires or disposes of securities, it shall obtain the most recent CPA-audited and attested financial report of the company as a reference for assessing the transaction price. If the transaction amounted to 20% of the company's paid-up capital of NT $ 300 million or more, the Company should consult the accountant’s
-
23 -
Original Articles opinion on legitimacy of the transaction price. If the accountant needs expert’s opinion, it shall be handled in accordance with the Auditing Standards No.20 issued by the Accounting Research and Development Foundation, except that for securities quoted on an active market or regulation provision expressed otherwise issued by the securities regulatory authority.
Amended Articles Remark opinion on legitimacy of the transaction price. Except that for securities quoted on an active market or regulation provision expressed otherwise issued by the securities regulatory authority.
4-2. If the Company acquires or disposes of the 4-2. If the Company acquires or disposes of the assets from the court auction procedure, the assets from the court auction procedure, the Company may substitute the valuation Company may substitute the valuation report or the opinion of the accountant with report or the opinion of the accountant with the supporting documents issued by the the supporting documents issued by the court. court.
Article 9
Related party transactions
1.When the Company engages in any acquisition or disposal of assets or right-of-use assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of paragraph 4 of Article 7.
The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with subparagraph 5 paragraph 1 of Article 14.
When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
2.Procedure of evaluation and operation
When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in
Article 9 Modify the Related party transactions article in 1.When the Company engages in any accordance acquisition or disposal of assets or right-of-use with the assets from or to a related party, in addition to regulations. ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of paragraph 4 of Article 7.
The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with subparagraph 5 paragraph 1 of Article 14.
When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
2.Procedure of evaluation and operation When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in
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Original Articles
trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and the board of directors:
- 2-1-1.The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
Amended Articles Remark trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and the board of directors:
-
2-1-1.The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
-
2-1-2.The reason for choosing the related party 2-1-2.The reason for choosing the related party as a trading counterparty. as a trading counterparty.
-
2-1-3.With respect to the acquisition of real property or right-of-use assets from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 3 of this Article.
-
2-1-4.The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party.
-
2-1-5.Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
-
2-1-6.An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the provisions of paragraph 4 of Article 7.
2-1-7.Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amount in the preceding paragraph shall be carried out in accordance with the provisions of Paragraph 1 of Article 14, and the term within one year shall be based on the date of the actual occurrence of the transaction, retroactively calculated one year ahead, and has been submitted for audit in accordance with the provisions of these standards. Parts approved by the committee and the board of directors are exempted from
-
2-1-3.With respect to the acquisition of real property or right-of-use assets from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 3 of this Article.
-
2-1-4.The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party.
-
2-1-5.Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
-
2-1-6.An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the provisions of paragraph 4 of Article 7.
-
2-1-7.Restrictive covenants and other important stipulations associated with the transaction.
-
25 -
Original Articles
Amended Articles Remark
re-counting.
With respect to the between parent company or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's board of directors may delegate the board chairman to decide such matters when the transaction is within NT$100 million and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
2-2-1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
2-2-2 Acquisition or disposal of real property right-of-use assets held for business use.
When a matter is submitted for discussion by the board of directors pursuant to preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
With respect to the between parent company or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's board of directors may delegate the board chairman to decide such matters when the transaction is within NT$100 million and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
2-2-1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
2-2-2 Acquisition or disposal of real property right-of-use assets held for business use. When a matter is submitted for discussion by the board of directors pursuant to preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
If an audit committee has been established, it shall first be approved by more than half of all members of the audit committee, and then submit a resolution of the board of directors. If the company or a subsidiary of a non-domestic public company has the first transaction and the transaction amount is more than 10% of the company's total assets, the company shall submit the information listed in the first paragraph to the shareholders' meeting for approval before signing. Transaction contract and payment. However, transactions between the Company and its subsidiaries, or between subsidiaries, are not subject to this limitation. The calculation of the transaction amount in Paragraph 1 and the preceding Paragraph shall be carried out in accordance with the provisions of Paragraph 1 of Article 14, and the term within one year shall be based on the date of the actual occurrence of this transaction, and shall be retrospectively calculated for one year in accordance with this The guidelines stipulate that the parts submitted to the shareholders'
- 26 -
| Amended Articles | Remark | |
|---|---|---|
| meeting, the audit committee and the board of | ||
| directors for approval will be exempted from | ||
| re-counting. | ||
| 3.Assessment for rational transaction cost | ||
| 3-1.The Company shall assess the rational cost of | ||
| transaction and acquire real estate or | ||
| right-of-use assets from related party |
||
| according to the assessment methods as | ||
| follows: | ||
| 3-1-1. Based on the transaction price of the | ||
| related party plus necessary fund interest, | ||
| and the cost to be borne by the buyer | ||
| according to law. The "necessary fund | ||
| interest cost" shall be imputed based on the | ||
| weighted average interest rate of the fund | ||
| borrowed by the Company in the year of | ||
| purchase of the asset; provided that such | ||
| interest rate shall not be more than the | ||
| ceiling of loan interest rate of non-financial | ||
| industry published by the Ministry of | ||
| Finance. | ||
| 3-1-2. Based on the total assessed value for loan | ||
| made by a financial institution if such object | ||
| has been mortgaged to the financial |
||
| institution for a loan; provided that the | ||
| actual aggregate loan extended by the | ||
| financial institution for the object shall reach | ||
| 70% or more of the total assessed value and | ||
| the loan period is more than one |
||
| year. However, this shall not apply if the | ||
| financial institution and either party of the | ||
| transaction are related parties. | ||
| 3-2.Where both the land and building on the | ||
| property in question are purchased, the cost | ||
| of the real property may be reached by | ||
| respectively imputing or evaluating such | ||
| land and building based on either method | ||
| described above. | ||
| 3-3.When the Company acquires real estate or | ||
| right-of-use assets from its related party and | ||
| assesses the cost of real estate or right-of-use | ||
| assets in accordance with Paragraph 1 and | ||
| Paragraph 2 of this Article, it shall contact | ||
| the accountant to review the assessment and | ||
| express the specific opinions. | ||
| 3-4.Where the Company acquires the real estate | ||
| or right-of-use assets,in accordance with |
| Original Articles |
|---|
| 3.Assessment for rational transaction cost |
| 3-1.The Company shall assess the rational cost of |
| transaction and acquire real estate or |
| right-of-use assets from related party |
| according to the assessment methods as |
| follows: |
| 3-1-1. Based on the transaction price of the |
| related party plus necessary fund interest, |
| and the cost to be borne by the buyer |
| according to law. The "necessary fund |
| interest cost" shall be imputed based on the |
| weighted average interest rate of the fund |
| borrowed by the Company in the year of |
| purchase of the asset; provided that such |
| interest rate shall not be more than the |
| ceiling of loan interest rate of non-financial |
| industry published by the Ministry of |
| Finance. |
| 3-1-2. Based on the total assessed value for loan |
| made by a financial institution if such object |
| has been mortgaged to the financial |
| institution for a loan; provided that the |
| actual aggregate loan extended by the |
| financial institution for the object shall reach |
| 70% or more of the total assessed value and |
| the loan period is more than one |
| year. However, this shall not apply if the |
| financial institution and either party of the |
| transaction are related parties. |
| 3-2.Where both the land and building on the |
| property in question are purchased, the cost |
| of the real property may be reached by |
| respectively imputing or evaluating such |
| land and building based on either method |
| described above. |
| 3-3.When the Company acquires real estate or |
| right-of-use assets from its related party and |
| assesses the cost of real estate or right-of-use |
| assets in accordance with Paragraph 1 and |
| Paragraph 2 of this Article, it shall contact |
| the accountant to review the assessment and |
| express the specific opinions. |
| 3-4.Where the Company acquires the real estate |
| or right-of-use assets,in accordance with |
-
3-1.The Company shall assess the rational cost of 3-1.The Company shall assess the rational cost of transaction and acquire real estate or transaction and acquire real estate or right-of-use assets from related party right-of-use assets from related party according to the assessment methods as according to the assessment methods as follows: follows:
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3-1-1. Based on the transaction price of the 3-1-1. Based on the transaction price of the related party plus necessary fund interest, related party plus necessary fund interest, and the cost to be borne by the buyer and the cost to be borne by the buyer according to law. The "necessary fund according to law. The "necessary fund interest cost" shall be imputed based on the interest cost" shall be imputed based on the weighted average interest rate of the fund weighted average interest rate of the fund borrowed by the Company in the year of borrowed by the Company in the year of purchase of the asset; provided that such purchase of the asset; provided that such interest rate shall not be more than the interest rate shall not be more than the ceiling of loan interest rate of non-financial ceiling of loan interest rate of non-financial industry published by the Ministry of industry published by the Ministry of Finance. Finance.
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3-3.When the Company acquires real estate or 3-3.When the Company acquires real estate or right-of-use assets from its related party and right-of-use assets from its related party and assesses the cost of real estate or right-of-use assesses the cost of real estate or right-of-use assets in accordance with Paragraph 1 and assets in accordance with Paragraph 1 and Paragraph 2 of this Article, it shall contact Paragraph 2 of this Article, it shall contact the accountant to review the assessment and the accountant to review the assessment and express the specific opinions. express the specific opinions.
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3-4.Where the Company acquires the real estate 3-4.Where the Company acquires the real estate or right-of-use assets, in accordance with or right-of-use assets, in accordance with
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Original Articles
Paragraph 1 and Paragraph 2 of Section 3 of this Article, with the assessment price lower than the transaction price, it shall be handled in accordance with Paragraph 5 of Section 3 of this Article. Except for, if it has any of the following conditions and provides objective evidence and rational opinions issued by a real property appraiser and certified public accountant:
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3-4-1. Where the related party purchased or rent a piece of undeveloped land for construction, and the provided evidence meets one of the following conditions:
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3-4-1-1The total value of the undeveloped land, imputed or evaluated based on the methods referred to in the preceding Paragraph, and the building, calculated based on the related party's construction cost plus reasonable construction profit, is more than the actual transaction price. The said "reasonable construction profit" shall be the average operating gross profit ratio of the construction department of the related party within the last 3 years or the most recent gross profit ratio of the construction industry published by the Ministry of Finance, whichever lower.
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3-4-1-2 The transaction of the other floors/levels on the same property or nearby region consummated in relevant period by non-related parties, the area being similar and the transaction conditions being reasonable after reasonable appraisal of the price difference of floor/level or region in accordance with real property sale transaction practice or leasing practices.
3-4-2.Where the Company proves that the transaction term for real estate purchased or obtaining real property right-of-use assets through leasing, from the related party is similar to the one in neighboring region by other non-related person region within one year. The transaction of nearby region shall mean the transaction of the real property on the same or nearby street with a distance of less than 500 meters from the property in question. The "relevant period" shall be
Amended Articles
Paragraph 1 and Paragraph 2 of Section 3 of this Article, with the assessment price lower than the transaction price, it shall be handled in accordance with Paragraph 5 of Section 3 of this Article. Except for, if it has any of the following conditions and provides objective evidence and rational opinions issued by a real property appraiser and certified public accountant:
-
3-4-1. Where the related party purchased or rent a piece of undeveloped land for construction, and the provided evidence meets one of the following conditions:
-
3-4-1-1 The total value of the undeveloped land, imputed or evaluated based on the methods referred to in the preceding Paragraph, and the building, calculated based on the related party's construction cost plus reasonable construction profit, is more than the actual transaction price. The said "reasonable construction profit" shall be the average operating gross profit ratio of the construction department of the related party within the last 3 years or the most recent gross profit ratio of the construction industry published by the Ministry of Finance, whichever lower.
3-4-1-2 The transaction of the other floors/levels on the same property or nearby region consummated in relevant period by non-related parties, the area being similar and the transaction conditions being reasonable after reasonable appraisal of the price difference of floor/level or region in accordance with real property sale transaction practice or leasing practices. 3-4-2.Where the Company proves that the transaction term for real estate purchased or obtaining real property right-of-use assets through leasing, from the related party is similar to the one in neighboring region by other non-related person region within one year. The transaction of nearby region shall mean the transaction of the real property on the same or nearby street with a distance of less than 500 meters from the property in question. The "relevant period" shall be
Remark
- 28 -
Original Articles
within 1 year in principle. The term "similar area" means that in the case of transaction of non-related party, the area is not less than 50% of the property in question.
3-5.Where this Company acquires real property or right-of-use assets from a related party and the results of appraisals conducted in accordance with paragraph 1 and 2 of section 3 in this Article are uniformly lower than the transaction price, the following steps shall be taken. This Company uses the equity method to account for its investment in another company, the special reserve called for under preceding provisions, where this Company has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there
was nothing unreasonable about the transaction, and the FSC has given its consent:
3-5-1. Special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities Exchange Act against the difference between the real property or right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
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3-5-2. The Audit Committee shall comply with Article 218 of the Company Act for this matter.
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3-5-3. Actions taken pursuant to subparagraph 5.1 and subparagraph 5.2 of paragraph 3 of
Amended Articles
within 1 year in principle. The term "similar area" means that in the case of transaction of non-related party, the area is not less than 50% of the property in question.
3-5.Where this Company acquires real property or right-of-use assets from a related party and the results of appraisals conducted in accordance with paragraph 1 and 2 of section 3 in this Article are uniformly lower than the transaction price, the following steps shall be taken. This Company uses the equity method to account for its investment in another company, the special reserve called for under preceding provisions, where this Company has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there
was nothing unreasonable about the transaction, and the FSC has given its consent:
3-5-1. Special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities Exchange Act against the difference between the real property or right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
-
3-5-2. The Audit Committee shall comply with Article 218 of the Company Act for this matter.
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3-5-3. Actions taken pursuant to subparagraph 5.1 and subparagraph 5.2 of paragraph 3 of
Remark
- 29 -
Original Articles this Article shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
- 3-6.Where the Company acquire real property or right-of-use assets from the related party, shall be only handled in accordance with the provisions of paragraphs 1 and 2 of this Article, but shall not apply to the reasonable assessment for transaction costs in subparagraph 1 to subparagraph 3 of paragraph 3 of this Article:
Amended Articles Remark this Article shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
-
3-6.Where the Company acquire real property or right-of-use assets from the related party, shall be only handled in accordance with the provisions of paragraphs 1 and 2 of this Article, but shall not apply to the reasonable assessment for transaction costs in subparagraph 1 to subparagraph 3 of paragraph 3 of this Article:
-
3-6-1.The related party acquired the real 3-6-1.The related party acquired the real property or right-of-use assets through property or right-of-use assets through inheritance or as a gift. inheritance or as a gift.
-
3-6-2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets to the signing date for the current transaction.
-
3-6-3.The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land.
-
3-6-4. The real property right-of-use assets for business use are acquired by its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
-
3-6-2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets to the signing date for the current transaction.
-
3-6-3.The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land.
-
3-6-4. The real property right-of-use assets for business use are acquired by its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
3-7.When the Company obtains real property or 3-7.When the Company obtains real property or right-of-use assets from a related party, it right-of-use assets from a related party, it shall also comply with the preceding in shall also comply with the preceding in subparagraph 5 paragraph 3 of this Article, subparagraph 5 paragraph 3 of this Article, if if there is other evidence indicating that the there is other evidence indicating that the acquisition was not an acquisition was not an arms-length-transaction. arms-length-transaction. Article 10 Article 10 Modify the Procedures for acquire or disposing intangible Procedures for acquire or disposing intangible article in assets or right-of-use assets or memberships assets or right-of-use assets or memberships accordance 1.Assessment and process procedures 1.Assessment and process procedures with the The Company shall acquire or dispose or The Company shall acquire or dispose or regulations. intangible assets or right-of-use assets or intangible assets or right-of-use assets or memberships according to the fixed assets memberships according to the fixed assets circulation procedures in internal control circulation procedures in internal control system of the Company. system of the Company. 2.The approval procedures for the terms of the 2.The approval procedures for the terms of the
-
30 -
-
Original Articles
-
transaction and the price.
-
2-1. When acquiring or disposing of memberships the Company shall submit analysis report, with reference to the market value to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization”
-
2-2. The company shall acquire or dispose intangible assets or right-of-use assets with reference of valuation report from expert or fair market price to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization”
-
2-3. In the event that the Company acquire or dispose of the assets in accordance with this rule or other legal provisions shall be approved by more than half of all audit committee members, if approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board of directors meeting.
The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
3.Execution units
When the Company acquires or disposes intangible assets or right-of-use assets or memberships, it shall be executed by the demanding department and the relevant unit after the approval in the "chart of approval authorization”
4.Valuation Report for intangible assets or right-of-use assets or memberships by experts 4-1.Where the Company acquires or disposes of memberships and the transaction amount reaches 1 percent or more of paid-in capital
-
Amended Articles Remark
-
transaction and the price.
-
2-1.When acquiring or disposing of memberships the Company shall submit analysis report, with reference to the market value to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization”
-
2-2.The company shall acquire or dispose intangible assets or right-of-use assets with reference of valuation report from expert or fair market price to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization”
-
2-3.In the event that the Company acquire or dispose of the assets in accordance with this rule or other legal provisions shall be approved by more than half of all audit committee members, if approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board of directors meeting.
The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
- 3.Execution units
When the Company acquires or disposes intangible assets or right-of-use assets or memberships, it shall be executed by the demanding department and the relevant unit after the approval in the "chart of approval authorization”
-
4.Valuation Report for intangible assets or right-of-use assets or memberships by experts
-
4-1.Where the Company acquires or disposes of memberships and the transaction amount reaches 1 percent or more of paid-in capital
-
31 -
Original Articles or NT$ 3 million or more, the company shall engage a appraiser to provide valuation report.
-
4-2.Where the Company acquires or disposes of intangible assets or right-of-use assets and the transaction amount reaches 10 percent or more of paid-in capital or NT$ 20 million or more, the Company shall engage an appraiser to provide valuation report.
-
4-3.Where the Company acquires or disposes intangible assets or right-of-use assets or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$ 300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.
Amended Articles Remark or NT$ 3 million or more, the company shall engage a appraiser to provide valuation report.
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4-2.Where the Company acquires or disposes of intangible assets or right-of-use assets and the transaction amount reaches 10 percent or more of paid-in capital or NT$ 20 million or more, the Company shall engage an appraiser to provide valuation report.
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4-3.Where the Company acquires or disposes intangible assets or right-of-use assets or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$ 300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.
The calculation of the transaction amounts The calculation of the transaction amounts referred to in the preceding paragraph shall be referred to in the preceding paragraph shall be made in accordance with paragraph 1 of Article made in accordance with paragraph 1 of Article 14, and "within the preceding year" as used 14, and "within the preceding year" as used herein refers to the year preceding the date of herein refers to the year preceding the date of occurrence of the current transaction. Items that occurrence of the current transaction. Items that have been approved by the board of directors have been approved by the board of directors and recognized by the supervisors need not be and recognized by the supervisors need not be counted toward the transaction amount. counted toward the transaction amount. Article 14 Article 14 Modify the Procedure to disclose information publicly Procedure to disclose information publicly article in 1.Items to be disclosed and reported and report 1.Items to be disclosed and reported and report accordance standard standard with the 1-1. Acquisition or disposal of real property or 1-1.Acquisition or disposal of real property or regulations. right-of-use assets from or to a related right-of-use assets from or to a related party, or acquisition or disposal of assets party, or acquisition or disposal of assets other than real property or right-of-use other than real property or right-of-use assets from or to a related party where the assets from or to a related party where the transaction amount reaches 20 percent or transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 of the company's total assets, or NT$300 million or more; provided, this shall not million or more; provided, this shall not apply to trading of domestic government apply to trading of domestic government bonds or bonds under repurchase and bonds or bonds under repurchase and resale agreements, or subscription or resale agreements, or subscription or
-
32 -
-
Original Articles Amended Articles Remark
-
redemption of domestic securities redemption of domestic securities investment trust enterprises. investment trust enterprises.
-
1-2. Merger, demerger, acquisition, or transfer of 1-2.Merger, demerger, acquisition, or transfer of shares. shares.
-
1-3. Losses from derivatives trading reaching the 1-3.Losses from derivatives trading reaching the limits on aggregate losses or losses on limits on aggregate losses or losses on individual contracts set out in the individual contracts set out in the procedures adopted by the Company. procedures adopted by the Company.
-
1-4. Acquired or disposed is equipment for 1-4.Acquired or disposed is equipment for business use or right-of-use assets, the business use or right-of-use assets, the trading counterparty is not a related party, trading counterparty is not a related party, and the transaction amount is less than NT$ and the transaction amount is less than NT$ 500 million. 500 million.
-
1-5. Acquisition or disposal by a public company 1-5.Acquisition or disposal by a public company in the construction business of real property in the construction business of real property for construction use or right-of-use assets, for construction use or right-of-use assets, where the trading counterparty is not a where the trading counterparty is not a related party, and the transaction amount related party, and the transaction amount reaches NT$ 500 million. reaches NT$ 500 million.
-
1-6. Where land is acquired under an 1-6.Where land is acquired under an arrangement on engaging others to build on arrangement on engaging others to build on the Company's own land, engaging others the Company's own land, engaging others to build on rented land, joint construction to build on rented land, joint construction and allocation of housing units, joint and allocation of housing units, joint construction and allocation of ownership construction and allocation of ownership percentages, or joint construction and percentages, or joint construction and separate sale, and furthermore the separate sale, and furthermore the transaction counterparty is not a related transaction counterparty is not a related party,and the amount the Company expects party, and the amount the Company expects to invest in the transaction reaches NT$ 500 to invest in the transaction reaches NT$ 500 million. million.
-
1-7. Where an asset transaction other than any of 1-7.Where an asset transaction other than any of those referred to in the preceding six those referred to in the preceding six subparagraphs, a disposal of receivables by subparagraphs, a disposal of receivables by a financial institution, or an investment in a financial institution, or an investment in the mainland China area reaches 20 percent the mainland China area reaches 20 percent or more of paid-in capital or NT$ 300 or more of paid-in capital or NT$ 300 million; provided, this shall not apply to the million; provided, this shall not apply to the following circumstances: following circumstances:
-
1-7-1. Trading of domestic government bonds. 1-7.1. Trading of domestic government bonds or the foreign government bonds with a credit rating not lower than our country's sovereign rating.
-
1-7-2. Where done by professional 1-7-2.Where done by professional investors-securities trading on securities investors-securities trading on securities exchanges or OTC markets, or subscription exchanges or OTC markets, or subscription of ordinary corporate bonds or general of foreign government bond, or ordinary
-
33 -
Original Articles bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.
Amended Articles Remark corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of Exchange-Traded Note or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.
1-7-3.Trading of bonds under repurchase/resale 1-7-3. Trading of bonds under repurchase/resale agreements, or subscription or redemption agreements, or subscription or redemption of money market funds issued by domestic of money market funds issued by domestic securities investment trust enterprises. securities investment trust enterprises. The amount of transactions above shall be The amount of transactions above shall be calculated as follows , the "Within the preceding calculated as follows , the "Within the preceding year" as used in the preceding paragraph refers year" as used in the preceding paragraph refers to the year preceding the date of occurrence of to the year preceding the date of occurrence of the current transaction. Items duly announced the current transaction. Items duly announced in in accordance with these Regulations need not accordance with these Regulations need not be be counted toward the transaction amount. counted toward the transaction amount.
1-7-1-1. The amount of any individual transaction.
1-7-1-2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
1-7-1-3. The cumulative transaction amount of real property or right-of-use assets acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
1-7-1-4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
2.Deadline of report and public announcement.
Where the Company acquires or disposes assets with the items or the transaction amount required to be disclose the Company shall publicly announce and report the relevant information within 2 days commencing from the date of occurrence of
-
1-7-1-1. The amount of any individual transaction.
-
1-7-1-2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
-
1-7-1-3 The cumulative transaction amount of real property or right-of-use assets acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
-
1-7-1-4 The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
2.Deadline of report and public announcement. Where the Company acquires or disposes assets with the items or the transaction amount required to be disclose the Company shall publicly announce and report the relevant information within 2 days commencing from the date of occurrence of
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| Original Articles | Amended Articles | Remark |
|---|---|---|
| the event. 3.Procedure of report and public announcement 3-1. The Company shall publicly announce and report relevant information on the website designated by the FSC. 3-2. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. 3-3. Where the Company makes any error or omission in any item in public announcement required to correct by regulations, all the items shall be again publicly announced and reported entirely within two days from the date knowing the facts. 3-4. The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company headquarters, where they shall be retained for 5 years except where another act provides otherwise. 3-5. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days commencing immediately from the date of occurrence of the event: 3-5-1. Change, termination, or rescission of a contract signed in regard to the original transaction. 3-5-2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. 3-5-3. Change to the originally publicly announced and reported information. |
the event. 3.Procedure of report and public announcement 3-1. The Company shall publicly announce and report relevant information on the website designated by the FSC. 3-2. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. 3-3. Where the Company makes any error or omission in any item in public announcement required to correct by regulations, all the items shall be again publicly announced and reported entirely within two days from the date knowing the facts. 3-4. The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company headquarters, where they shall be retained for 5 years except where another act provides otherwise. 3-5. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days commencing immediately from the date of occurrence of the event: 3-5-1. Change, termination, or rescission of a contract signed in regard to the original transaction. 3-5-2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. 3-5-3.Change to the originally publicly announced and reported information. |
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| Original Articles | Amended Articles | Remark | |
|---|---|---|---|
| Article 19 Other matters This rule was set up on June 30, 1998. The first amendment was made on June 13, 2000. ..................... The ninth amendment was made on June 13, 2019. |
Article 19 Other matters This rule was set up on June 30, 1998. The first amendment was made on June 13, 2000. ..................... The ninth amendment was made on June 13, 2019. The tenth amendment was made on June 1, 2022. |
Add the date of this amendment. |
|
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Attachment 6
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Edimax Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Edimax Technology Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the reports of other auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2021 is stated as follows:
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Cut off of the Recognition Time of Sales Revenue
The Group's sales are recognized either FOB shipping point or FOB destination according to contracts with clients. Due to the impact of the COVID-19 pandemic, ports were seriously clogged around the world, supply chains were broken down and shipping schedules were postponed for the year ended December 31, 2021. Although relevant controls are established, there is a risk that shipped goods may be in transit at the end of the reporting period and recorded as sales in the wrong period when control of goods was not transferred. Accordingly, we have concluded that cut-off of revenue recognition is a key audit matter.
The main audit procedures we performed to address the above key audit matter were as follows:
-
We obtained an understanding of the design of internal controls related to cut-off of revenue recognition and we tested the operating effectiveness of such controls.
-
We selected samples of revenue recognized before and after the balance sheet date, and we checked the records against the sales documents such as purchase orders, invoices, external shipping documents and client receipts to assess the cut-off of revenue recognition.
Other Matter
We did not audit the financial statements of several subsidiaries included in the consolidated financial statements of the Group, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included for those subsidiaries, was based solely on the reports of other auditors. The total assets of those subsidiaries were $396,167 thousand and $424,341 thousand, which constituted 5.38% and 5.57% of consolidated total assets as of December 31, 2021 and 2020, respectively, and total revenues were $321,081 thousand and $352,461 thousand, which constituted 6.12% and 5.58% of consolidated total revenues for the years ended December 31, 2021 and 2020, respectively.
In addition, the financial statements of associates included in the consolidated financial statements were audited by other auditors. Thus, our opinion, insofar as it relates to the investments in associates accounted for using the equity method, the share of profit (loss) of the associates accounted for using the equity method, and the share of comprehensive income (loss) of the associates, was based solely on the reports of other auditors. Investments in associates accounted for using the equity method were $57,398 thousand and $62,155 thousand, which constituted 0.78% and 0.82% of consolidated total assets as of December 31, 2021 and 2020, respectively; the share of profit or loss of the associates was $13,759 thousand and $27,313 thousand, which constituted (25.42%) and 9.78% of the consolidated profit before income tax for the years ended December 31, 2021 and 2020, respectively; and the share of the other comprehensive income of associates accounted for using the equity method was $11,851 thousand and $23,301 thousand, which constituted (14.19%) and 12.01% of the consolidated total comprehensive income for the years ended December 31, 2021 and 2020, respectively.
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion with other matter paragraph.
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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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, 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 members of the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and 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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
39 -
-
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.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of 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 for the year ended December 31, 2021 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.
The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Chih-Yuan Chen.
Deloitte & Touche Taipei, Taiwan Republic of China March 11, 2022
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at amortized cost - current (Notes 9 and 33) Contract assets - current (Note 24) Notes receivable from unrelated parties (Note 10) Trade receivables from unrelated parties (Notes 10 and 24) Other receivables from unrelated parties (Note 10) Other receivables from related parties (Note 32) Current tax assets (Note 26) Inventories (Note 11) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 7 and 19) Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 31) Financial assets at amortized cost - non-current (Notes 9 and 33) Investments accounted for using the equity method (Note 13) Property, plant and equipment (Notes 14 and 33) Right-of-use assets (Note 15) Intangible assets (Note 16) Deferred tax assets (Note 26) Refundable deposits Other financial assets - non-current (Note 17) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Short-term bills payable (Note 18) Contract liabilities - current (Note 24) Notes payable to unrelated parties Accounts payable to unrelated parties Accounts payable to related parties (Note 32) Other payables (Notes 20 and 32) Current tax liabilities (Note 26) Provisions - current (Note 21) Lease liabilities - current (Note 15) Current portion of long-term borrowings (Notes 18 and 33) Other current liabilities (Note 20) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 19 and 33) Long-term borrowings (Notes 18 and 33) Deferred tax liabilities (Note 26) Lease liabilities - non-current (Note 15) Net defined benefit liabilities - non-current (Note 22) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Common stock Capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings (Accumulated deficits) Total retained earnings (Accumulated deficits) Other equity Exchange differences on arising from translation to the presentation currency Unrealized gain/(loss) on financial assets at fair value through other comprehensive income Total other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Note 23) Total equity TOTAL |
2021 Amount % $ 1,110,589 15 4,716 - 5,782 - 15,845 - 1,099,908 15 5,110 - 16,608 - 2,296 - 2,251,454 31 165,573 3 15,596 - 4,693,477 64 520 - 76,117 1 810 - 57,398 1 2,276,903 31 54,247 1 30,386 - 35,916 - 15,642 - 66,201 1 56,801 1 2,670,941 36 $ 7,364,418 100 $ 574,792 8 29,915 - 111,494 2 10,303 - 1,227,114 17 147,329 2 317,721 4 46,000 1 5,382 - 30,518 - 16,800 - 118,934 2 2,636,302 36 390,835 5 1,367,114 19 709 - 24,356 - 86,028 1 5 - 1,869,047 25 4,505,349 61 1,893,702 26 8,800 - 1,902,502 26 236,689 3 10,460 - 38,904 1 (67,331 ) (1 ) (17,967 ) - (49,822) (1) 10,425 - (39,397 ) (1 ) (13,497 ) - 2,068,330 28 790,739 11 2,859,069 39 $ 7,364,418 100 |
2020 | ||
|---|---|---|---|---|
| Amount % $ 2,070,594 27 4,055 - 1,420 - 10,850 - 1,223,609 16 5,254 - 567 - 7,399 - 1,500,293 20 74,911 1 28,998 1 4,927,950 65 - - 63,530 1 905 - 62,155 1 2,317,465 30 111,694 2 29,188 - 21,744 - 14,472 - 63,188 1 - - 2,684,341 35 $ 7,612,291 100 $ 857,768 11 29,934 - 126,623 2 5,336 - 1,299,408 17 132,662 2 350,087 5 39,385 1 3,441 - 32,611 - 16,800 - 113,226 2 3,007,281 40 - - 1,383,914 18 3,917 - 79,868 1 84,335 1 6,680 - 1,558,714 20 4,565,995 60 1,864,916 25 27,492 - 1,892,408 25 228,100 3 1,802 - 16,214 - 86,582 1 104,598 1 (33,468) - (5,436 ) - (38,904 ) - (13,714 ) - 2,172,488 29 873,808 11 3,046,296 40 $ 7,612,291 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| OPERATING REVENUE (Notes 24 and 32) OPERATING COSTS (Notes 11, 25 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 22, 25 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses (LOSS) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 25) Other gains and losses (Note 25) Finance costs (Note 25) Share of profit or loss of associates (Note 13) Interest income (Note 25) Total non-operating income and expenses (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 26) NET (LOSS) PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 22) Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 26) |
2021 Amount % $ 5,247,518 100 (4,069,648 ) (78 ) 1,177,870 22 (531,024) (10) (253,798) (5) (422,094) (8) (8,598 ) - (1,215,514 ) (23 ) (37,644 ) (1 ) 25,435 1 (32,878) (1) (26,567) - 13,759 - 3,759 - (16,492 ) - (54,136) (1) (18,048 ) (1 ) (72,184 ) (2 ) (7,760) - 10,761 - 58 - |
2020 | ||
|---|---|---|---|---|
| Amount % $ 6,313,382 100 (4,690,262 ) (74 ) 1,623,120 26 (535,023) (8) (282,729) (5) (413,325) (7) (21,290 ) - (1,252,367 ) (20 ) 370,753 6 13,052 - (108,525) (2) (27,939) - 27,313 1 4,761 - (91,338 ) (1 ) 279,415 5 (52,166 ) (1 ) 227,249 4 (18,625) (1) (1,412) - 265 - (Continued) |
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET (LOSS) PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests (LOSS) EARNINGS PER SHARE (Note 27) Basic Diluted |
2021 Amount % (14,394 ) - (11,335 ) - $ (83,519 ) (2 ) $ (55,028) (1) (17,156 ) - $ (72,184 ) (1 ) $ (68,169) (2) (15,350 ) - $ (83,519 ) (2 ) $ (0.29) |
2020 | ||
|---|---|---|---|---|
| Amount % (13,406 ) - (33,178 ) (1 ) $ 194,071 3 $ 104,251 2 122,998 2 $ 227,249 4 $ 73,327 1 120,744 2 $ 194,071 3 $ 0.56 $ 0.56 |
||||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
(Concluded)
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2020 Appropriation of 2019 earnings Legal reserve Special reserve Other capital surplus change Share-based payments (Note 28) Cash dividends distributed by the Company Disposal of the Company's common stock by subsidiaries treated as treasury shares transactions Actual acquisition of interests in subsidiaries (Note 29) Changes in percentage of ownership interests in subsidiaries (Note 29) Recognition of employee share options by the subsidiaries (Note 28) Issuance of ordinary shares under employee share options (Note 28) Non-controlling interests (Note 23) Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends distributed by the Company Other capital surplus change Share-based payments (Note 28) Equity component of convertible bonds issued by the company (Note 19) Disposal of investments in equity instruments measured at fair value through other comprehensive income by a subsidiary Adjustment of capital reserve by dividends paid to subsidiaries Changes in percentage of ownership interests in subsidiaries (Note 29) Recognition of employee share options by the subsidiaries (Note 28) Issuance of ordinary shares under employee share options (Note 28) Non-controlling interests (Note 23) Net loss for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 BALANCE AT DECEMBER 31, 2021 |
Equity Attributable to Owners of the Company (Note 23) | Equity Attributable to Owners of the Company (Note 23) | Non-controlling Interests Total (Note 21) $ 2,009,159 $ 508,183 - - - - 1,914 - (27,974 ) - 617 737 14,714 - 69,084 - 1,385 1,616 27,492 - 2,770 242,528 104,251 122,998 (30,924 ) (2,254 ) 73,327 120,744 2,172,488 873,808 - - - - (54,889 ) - 979 - 10,684 - - - 418 - (4,391 ) - 179 3,719 10,814 - 217 (71,438 ) (55,028 ) (17,156 ) (13,141 ) 1,806 (68,169 ) (15,350 ) $ 2,068,330 $ 790,739 |
Total Equity $ 2,517,342 - - 1,914 (27,974 ) 1,354 14,714 69,084 3,001 27,492 245,298 227,249 (33,178 ) 194,071 3,046,296 - - (54,889 ) 979 10,684 - 418 (4,391 ) 3,898 10,814 (71,221 ) (72,184 ) (11,335 ) (83,519 ) $ 2,859,069 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **Share Capital ** | Total Capital Surplus $ 1,864,916 $ 168,621 - - - - - 1,914 - (27,974 ) - 356 - 14,714 - 69,084 - 1,385 27,492 - - - - - - - - - 1,892,408 228,100 - - - - - - - 979 - 10,684 - - - 418 - (4,391 ) - 179 10,094 720 - - - - - - - - $ 1,902,502 $ 236,689 |
**Retained Earnings ** | Total $ 18,016 - - - - - - - - - - 104,251 (17,669 ) 86,582 104,598 - - (54,889 ) - - (5,100 ) - - - - - (55,028 ) (7,548 ) (62,576 ) $ (17,967 ) |
Other Equity | Total $ (25,649 ) - - - - - - - - - - - (13,255 ) (13,255 ) (38,904 ) - - - - - 5,100 - - - - - - (5,593 ) (5,593 ) $ (39,397 ) |
Treasury Shares $ (16,745 ) - - - - 261 - - - - 2,770 - - - (13,714 ) - - - - - - - - - - 217 - - - $ (13,497 ) |
||||||
| Exchange Unrealized Gain (Loss) on Financial Assets at Differences on Fair Value Translation of Through Other Foreign Comprehensive Operations Income $ (21,625 ) $ (4,024 ) - - - - - - - - - - - - - - - - - - - - - - (11,843 ) (1,412 ) (11,843 ) (1,412 ) (33,468 ) (5,436 ) - - - - - - - - - - - 5,100 - - - - - - - - - - - - (16,354 ) 10,761 (16,354 ) 10,761 $ (49,822 ) $ 10,425 |
||||||||||||
| Common Stock $ 1,864,916 - - - - - - - - - - - - - 1,864,916 - - - - - - - - - 28,786 - - - - $ 1,893,702 |
Capital Collected in Advance $ - - - - - - - - - 27,492 - - - - 27,492 - - - - - - - - - (18,692 ) - - - - $ 8,800 |
|||||||||||
| Unappropriated Legal Reserve Special Reserve Earnings $ - $ - $ 18,016 1,802 - (1,802 ) - 16,214 (16,214 ) - - - - - - - - - - - - - - - - - - - - - - - - - - 104,251 - - (17,669 ) - - 86,582 1,802 16,214 86,582 8,658 - (8,658 ) - 22,690 (22,690 ) - - (54,889 ) - - - - - - - - (5,100 ) - - - - - - - - - - - - - - - - - (55,028 ) - - (7,548 ) - - (62,576 ) $ 10,460 $ 38,904 $ (67,331 ) |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss) profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized Gain on financial assets and liabilities at fair value through profit or loss, net Finance costs Interest income Dividend income Share-based payment Share of profit of associates Loss (gain) on disposal of property, plant and equipment Net gain on disposal of financial assets Loss for market price decline and obsolete and slow-moving inventories Reversal of write-down of inventories Changes in operating assets and liabilities Contract assets Notes receivable Trade receivables Other receivables Other receivables from related parties Inventories Prepayment Other current assets Contract liabilities Note payables Trade payables (including related parties) Other payables Provisions Other current liabilities Net defined benefit liabilities Cash (used in) generated from operations Interest received Interest paid Income tax paid Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Purchase of financial assets measured at amortized cost |
2021 $ (54,136) 133,998 7,147 8,598 (682) 26,567 (3,759) (2,673) 4,877 (13,759) (136) - 39,177 - (4,362) (4,995) 115,287 144 (16,041) (787,964) (90,662) 13,402 (15,129) 4,967 (57,627) (32,366) 1,941 5,708 1,693 (720,785) 3,759 (23,558) (31,412 ) (771,996 ) (1,826) (661) |
2020 $ 279,415 128,241 5,292 21,290 - 27,939 (4,761) (1,054) 4,915 (27,313) 118 (3,063) - (7,769) (1,420) 1,494 (140,301) 12,333 8,195 (137,725) (4,076) (9,686) 9,420 4,415 406,204 35,996 3,441 28,065 17,638 657,243 4,761 (27,972) (42,217 ) 591,815 (6,900) (1,405) (Continued) |
|---|---|---|
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Proceeds from financial assets measured at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from financial assets at fair value through profit or loss Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Increase in other financial assets Decrease in other financial assets Increase in other non-current assets Decrease in other non-current assets Dividends received Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from issuance of convertible bonds Repayments of long-term borrowings Repayment of the principal portion of lease liabilities Increase in refundable deposits Decrease in refundable deposits Dividends paid to owners of the company Exercise of employee share option Proceeds from reissuance of treasury shares Disposal of interests in subsidiaries without a loss of control Dividends paid to non-controlling interests Difference in non-controlling interests Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2021 95 - - (60,737) 4,027 (1,170) (8,378) (3,013) - (56,801) - 2,673 (125,791 ) - (282,976) 398,653 (16,800) (87,159) - (6,675) (54,889) 10,814 635 - (74,826) (3,898 ) (117,121 ) 54,903 (960,005) 2,070,594 $ 1,110,589 |
2020 - (32,576) 35,639 (76,504) 542 (2,609) (5,089) - 2,979 - 9,200 1,054 (75,669 ) 90,640 - - (16,800) (36,439) 6,680 - (27,974) 27,492 1,354 29,406 (49,852) 349,543 374,050 6,382 896,578 1,174,016 $ 2,070,594 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
(Concluded)
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Attachment 7
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Edimax Technology Co., Ltd.
Opinion
We have audited the accompanying financial statements of Edimax Technology Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2021 and 2020 and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the reports of other auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the Company’s financial statements for the year ended December 31, 2021 is stated as follows:
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Cut off of the Recognition Time of Sales Revenue
The Company's sales are recognized as FOB shipping point. Due to the impact of the COVID-19 pandemic, ports were seriously clogged around the world, supply chains were broken down and shipping schedules were postponed for the year ended December 31, 2021. Although relevant controls are established, there is a risk that shipped goods may be in transit at the end of the reporting period and recorded as sales in the wrong period when control of goods was not transferred. Accordingly, we have concluded that cut-off of revenue recognition is a key audit matter.
The main audit procedures we performed to address the above key audit matter were as follows:
-
We obtained an understanding of the design of internal controls related to cut-off of revenue recognition and we tested the operating effectiveness of such controls.
-
We selected samples of revenue recognized before and after the balance sheet date, and we checked the records against the sales documents such as purchase orders, invoices, external shipping documents and client receipts to assess the cut-off of revenue recognition.
Other Matter
As disclosed in Note 11 to the financial statements, we did not audit the financial statements of several investees accounted for using the equity method included in the financial statements of the Company, but such statements were audited by other auditors. Our opinion, insofar as it relates to the investments and the share of profit (loss) of the investees accounted for using the equity method audited by other auditors, was based solely on the reports of the other auditors. The total investments in investees accounted for using the equity method were NT$331,241 thousand and NT$310,705 thousand, which constituted 5.97% and 5.65% of total assets as of December 31, 2021 and 2020, respectively, and the share of profit (loss) of the subsidiaries and associates accounted for using the equity method was NT$33,839 thousand and NT$34,796 thousand, which constituted (61.49%) and 33.17% of the profit before income tax for the years ended December 31, 2021 and 2020, respectively; and the share of the other comprehensive income of the subsidiaries and associates accounted for using the equity method was NT$22,462 thousand and NT$27,589 thousand, which constituted 32.95% and 37.62% of the total comprehensive income for the years ended December 31, 2021 and 2020, respectively.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 members of the audit committee, are responsible for overseeing the Company’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the 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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2021 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.
The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Chih-Yuan Chen.
Deloitte & Touche Taipei, Taiwan Republic of China March 11, 2022
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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EDIMAX TECHNOLOGY CO., LTD.
BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash (Note 6) Notes receivable from unrelated parties (Note 9) Trade receivables from unrelated parties (Notes 9 and 22) Trade receivables from related parties (Notes 22 and 30) Other receivables from unrelated parties (Notes 9 and 30) Current tax assets (Note 24) Inventories (Note 10) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent (Notes 7 and 18) Financial assets at fair value through other comprehensive income - non-current (Note 8) Investments accounted for using the equity method (Note 11) Property, plant and equipment (Notes 12 and 31) Right-of-use assets (Note 13) Investment properties (Note 14) Intangible assets (Note 15) Refundable deposits Other financial assets - non-current (Note 16) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Short-term bills payable (Note 17) Contract liabilities - current (Note 22) Notes payable to unrelated parties Accounts payable to unrelated parties Accounts payable to related parties (Note 30) Other payables (Notes 19 and 30) Current tax liabilities Lease liabilities - current (Note 13) Current portion of long-term borrowings (Notes 17 and 31) Other current liabilities (Note 19) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 18) Long-term borrowings (Notes 17 and 31) Deferred tax liabilities (Note 24) Lease liabilities - non-current (Note 13) Deposits received Net defined benefit liabilities - non-current (Note 20) Total non-current liabilities Total liabilities EQUITY Share capital Common stock Capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings (Accumulated deficits) Total retained earnings (Accumulated deficits) Other equity Exchange differences on translation to the presentation currency Unrealized gain/(loss) on financial assets at fair value through other comprehensive income Total other equity Treasury shares Total equity TOTAL |
2021 Amount % $ 408,145 8 10,444 - 674,071 12 174,040 3 21,929 1 13 - 945,965 17 112,910 2 11,329 - 2,358,846 43 520 - 76,117 1 920,946 17 2,050,920 37 7,896 - 49,527 1 6,107 - 4,082 - 65,801 1 3,181,916 57 $ 5,540,762 100 $ 556,000 10 29,915 1 107,567 2 10,296 - 553,481 10 113,741 2 148,851 3 657 - 3,131 - 16,800 - 92,738 2 1,633,177 30 390,835 7 1,367,114 25 722 - 4,764 - - - 75,820 1 1,839,255 33 3,472,432 63 1,893,702 34 8,800 - 1,902,502 34 236,689 4 10,460 - 38,904 1 (67,331 ) (1 ) (17,967 ) - (49,822) (1) 10,425 - (39,397 ) (1 ) (13,497 ) - 2,068,330 37 $ 5,540,762 100 |
2020 | ||
|---|---|---|---|---|
| Amount % $ 639,548 12 9,911 - 780,947 14 188,470 3 6,990 - 30 - 598,656 11 38,113 1 18,156 - 2,280,821 41 - - 63,530 1 961,213 18 2,072,389 38 62 - 50,504 1 4,402 - 3,552 - 62,788 1 3,218,440 59 $ 5,499,261 100 $ 817,600 15 29,934 1 95,103 2 5,305 - 564,138 10 105,838 2 138,708 2 657 - 62 - 16,800 - 88,217 2 1,862,362 34 - - 1,383,914 25 722 - - - 6,679 - 73,096 1 1,464,411 26 3,326,773 60 1,864,916 34 27,492 1 1,892,408 35 228,100 4 1,802 - 16,214 - 86,582 2 104,598 2 (33,468) (1) (5,436 ) - (38,904 ) (1 ) (13,714 ) - 2,172,488 40 $ 5,499,261 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| OPERATING REVENUE (Notes 22 and 30) OPERATING COSTS (Notes 10, 23 and 30) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 20 and 23) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (Note 9) Total operating expenses (LOSS) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 23 and 30) Other gains and losses (Note 23) Finance costs (Note 23) Share of profit or loss of associates (Note 11) Interest income (Note 23) Total non-operating income and expenses (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET (LOSS) PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME |
2021 Amount % $ 3,634,547 100 (3,111,231 ) (86 ) 523,316 14 (17,589) - 16,175 - 521,902 14 (150,070) (4) (119,194) (3) (268,039) (8) (10,980 ) - (548,283 ) (15 ) (26,381 ) (1 ) 9,604 - (37,457) (1) (24,790) (1) 23,630 1 366 - (28,647 ) (1 ) (55,028) (2) - - (55,028 ) (2 ) |
2020 | ||
|---|---|---|---|---|
| Amount % $ 4,030,590 100 (3,422,359 ) (85 ) 608,231 15 (16,175) - 16,109 - 608,165 15 (162,283) (4) (111,036) (3) (261,907) (6) (17,325 ) - (552,551 ) (13 ) 55,614 2 6,812 - (71,201) (2) (25,503) (1) 138,502 4 684 - 49,294 1 104,908 3 (657 ) - 104,251 3 |
(Continued)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 20) Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive loss of associates accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR (LOSS) EARNINGS PER SHARE (Note 25) Basic Diluted |
2021 Amount % (6,043) - 10,761 - (1,505) - (16,354 ) - (13,141 ) - $ (68,169 ) (2 ) $ (0.29 ) |
2020 | ||
|---|---|---|---|---|
| Amount % (16,616) (1) (1,412) - (1,053) - (11,843 ) - (30,924 ) (1 ) $ 73,327 2 $ 0.56 $ 0.56 |
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| $ | $ | |||
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
(Concluded)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2020 Appropriation of 2019 earnings Legal reserve Special reserve Other capital surplus change Share-based payments (Note 26) Cash dividends distributed by the Company Actual acquisition of interests in subsidiaries (Note 27) Changes in percentage of ownership interests in subsidiaries (Note 27) Disposal of the Company's common stock by subsidiaries treated as treasury shares transactions Recognition of employee share options by the subsidiaries (Note 26) Issuance of ordinary shares under employee share options (Note 26) Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends distributed by the Company Other capital surplus change Share based payments (Note 26) Equity component of convertible bonds issued by the Company (Note 18) Changes in capital surplus from investments in subsidiaries accounted for using equity method Disposal of investment in equity instruments designated as at fair value through other comprehensive income by subsidiaries Dividends distributed to subsidiaries to adjust capital surplus Changes in percentage of ownership interests in subsidiaries Recognition of employee share options by the subsidiaries(Note 26) Issuance of ordinary shares under employee share options (Note 26) Net loss for the year ended December 31, 2021 Other comprehensive loss for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 BALANCE AT DECEMBER 31, 2021 |
Share Capital (Note 21) | Capital Surplus Total (Note 21) $ 1,864,916 $ 168,621 - - - - - 1,914 - (27,974 ) - 14,714 - 69,084 - 356 - 1,385 27,492 - - - - - - - 1,892,408 228,100 - - - - - - - 979 - 10,684 - - - - - 418 - (4,391 ) - 179 10,094 720 - - - - - - $ 1,902,502 $ 236,689 |
Retained Earnings (Accumulated Deficits) (Note 21) | Total $ 18,016 - - - - - - - - - 104,251 (17,669 ) 86,582 104,598 - - (54,889 ) - - - (5,100 ) - - - - (55,028 ) (7,548 ) (62,576 ) $ (17,967 ) |
Other Equity | Total $ (25,649 ) - - - - - - - - - - (13,255 ) (13,255 ) (38,904 ) - - - - - - 5,100 - - - - - (5,593 ) (5,593 ) $ (39,397 ) |
Treasury Shares $ (16,745 ) - - - - - - 3,031 - - - - - (13,714 ) - - - - - 217 - - - - - - - - $ (13,497 ) |
Total Equity $ 2,009,159 - - 1,914 (27,974 ) 14,714 69,084 3,387 1,385 27,492 104,251 (30,924 ) 73,327 2,172,488 - - (54,889 ) 979 10,684 217 - 418 (4,391 ) 179 10,814 (55,028 ) (13,141 ) (68,169 ) $ 2,068,330 |
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|---|---|---|---|---|---|---|---|---|---|---|
| Unrealized Gain (Loss) on Exchange Financial Assets Differences on at Fair Value Translation of Through Other Foreign Comprehensive Operations Income $ (21,625 ) $ (4,024 ) - - - - - - - - - - - - - - - - - - - - (11,843 ) (1,412 ) (11,843 ) (1,412 ) (33,468 ) (5,436 ) - - - - - - - - - - - - - 5,100 - - - - - - - - - - (16,354 ) 10,761 (16,354 ) 10,761 $ (49,822 ) $ 10,425 |
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| Unappropriated Earnings (Accumulated Legal Reserve Special Reserve Deficits) $ - $ - $ 18,016 1,802 - (1,802 ) - 16,214 (16,214 ) - - - - - - - - - - - - - - - - - - - - - - - 104,251 - - (17,669 ) - - 86,582 1,802 16,214 86,582 8,658 - (8,658 ) - 22,690 (22,690 ) - - (54,889 ) - - - - - - - - - - - (5,100 ) - - - - - - - - - - - - - - (55,028 ) - - (7,548 ) - - (62,576 ) $ 10,460 $ 38,904 $ (67,331 ) |
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| C |
Capital Collected ommon Stock in Advance $ 1,864,916 $ - - - - - - - - - - - - - - - - - - 27,492 - - - - - - 1,864,916 27,492 - - - - - - - - - - - - - - - - - - - - 28,786 (18,692 ) - - - - - - $ 1,893,702 $ 8,800 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss) profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized Gain on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share-based payment Share of profit of subsidiaries and associates (Gain) loss on disposal of property, plant and equipment Unrealized gain on transactions with subsidiaries Realized gain on transactions with subsidiaries Changes in operating assets and liabilities Notes receivable Trade receivables (including related parties) Other receivables Inventories Prepayment Other current assets Contract liabilities Notes payables Trade payables (including related parties) Other payables Current liabilities Net defined benefit liabilities Cash (used in) generated from operations Interest received Interest paid Income tax paid Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Increase in other financial assets Decrease in other non-current assets |
2021 $ (55,028) 45,195 6,185 10,980 (682) 24,790 (366) (1,874) 979 (23,630) (112) 17,589 (16,175) (533) 81,887 (14,939) (347,309) (74,797) 6,827 12,464 4,991 (2,754) 10,143 4,521 (3,321 ) (314,969) 366 (21,747) 17 (336,333 ) (1,826) (21,166) 231 (530) (7,890) (3,013) - |
2020 $ 104,908 41,975 3,875 17,325 - 25,503 (684) (415) 1,914 (138,502) 118 16,175 (16,109) 160 (194,530) 5,245 (193,424) (5,493) (5,770) 2,511 4,391 298,369 25,840 19,211 1,521 14,114 684 (25,531) 292 (10,441 ) (6,900) (26,321) 3 (3,027) (4,938) (2,021) 9,200 (Continued) |
|---|---|---|
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Dividends received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from bonds payable Repayments of long-term borrowings Increase in refundable deposits Decrease in refundable deposits Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Exercise of employee share options Partial disposal of interests in subsidiaries without a loss of control Net cash generated from financing activities NET (DECREASE) INCREASE IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR |
2021 71,362 37,168 - (261,600) 398,653 (16,800) - (6,679) (1,737) (54,889) 10,814 - 67,762 (231,403) 639,548 $ 408,145 |
2020 72,852 38,848 90,000 - - (16,800) 6,679 - (470) (27,974) 27,492 29,406 108,333 136,740 502,808 $ 639,548 |
|---|---|---|
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
(Concluded)
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