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EDIMAX — AGM Information 2023
Jun 26, 2023
52279_rns_2023-06-26_bfcaa409-30ff-4682-9a81-d239e1973b2d.pdf
AGM Information
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Edimax Technology Co., Ltd.
2023 Annual Shareholders’ Meeting Minutes
(Translation)
Time: 9:00 am on Wednesday, June 14, 2023
Place: 1F., No.278, Xinhu 1st Rd., Neihu Dist., Taipei City, Taiwan
(Physical shareholders meeting )
Total outstanding Edimax shares: 211,458,537 shares
Total shares represented by shareholders present in person or by proxy: 127,334,141 shares (among them, 17,678,831 shares voted via electronic transmission)
Percentage of shares held by shareholders present in person or by proxy: 60.21%
Chairman: Guan-Sheng Renn Recorder: Nai-Tzu Kuo Participants:
Han-Shen Lee, Director
Liang-Jung Pan, Director
Ka Wah Investment Co., Ltd. Representative: Yu-Chang Chiu, Director
Ka Wah Investment Co., Ltd. Representative: Jung-Lung Hung, Director
Jian-Shing Ding, Director
Ching-Te Hou, Director
Chung-Ming Tsao, Independent Director
Jin-Sheng Luo, Independent Director
Yu-Liang Lin, Independent Director
Jian-Chao Zeng, Independent Director
Ze-Li Gong, CPA
Bao-Lu Lee, Lawyer
1.Call the Meeting to Order
2.Chairman’s Address (omitted)
3.Report Items:
(1).2022 Business Report (Please refer to Attachment 1).
Shareholder's Statement:
Account number: 4210 Shareholder's statement, with the following points briefly summarized:
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Ⅰ.I would like to understand the company's past, present, and future operational status, including the revenue performance from January to May in the first half of the year, the situation in June, the growth momentum of revenue in the second half of the year, including the operational status of subsidiary company Comtrend, its growth rate of revenue in the first and second half of the year, and the future development of the company, as well as the company's stock price, and other related questions.
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Ⅱ.Please provide specific explanations regarding the operational report, operational goals, the impact of subsidiary company Comtrend on the parent company, the growth situation in the
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first and second half of the year, and the third and fourth quarters. Also, clarify whether the revenue target for January to May has been achieved, and address any other relevant issues. After the chairman's response to the above statement, the shareholder did not further express any opinions.
- (2).Audit Committee’s Review Report (Please refer to Attachment 2). Shareholder's Statement:
Account number: 4210 Shareholder's statement, with the following points briefly summarized:
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Ⅰ.The Audit Committee is crucial, and it should oversee the company's finance and operations. It is also required to issue reports to shareholders in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please introduce the committee members and explain how the Audit Committee supervises the company's accounting maintenance, including audits, accountants, and overseas subsidiaries. How are revenue, profit, annual audits, and financial conditions examined? How many times does the Audit Committee hold meetings in a year? Can they attend board meetings?
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Ⅱ.Please provide an explanation of research and development expenses, unrealized gains or losses on equity instruments measured at fair value through other comprehensive income, accounts payable, etc. Clarify the interest rates for current and fixed-term deposits, the reasons for the increase in real estate, plant, and equipment, how the pricing and valuation basis of investments in unlisted companies, both domestic and overseas, are determined. Explain the allowance for doubtful accounts, provision for inventory impairment, quantity of convertible company bonds, guarantees provided for subsidiaries, accounts receivable, and the recognition of investment gains or losses for subsidiaries.
After the response from the convener of the Audit Committee, the shareholder did not express any further opinions.
- (3).Report of 2022 Employees and Directors Compensation
Explanation:
-
1.According to Article 24 of the “Articles of Incorporation”: If the Company has profit for the year, the Company shall set aside not less than 5% as the employee's remuneration and not more than 5% for the directors' remuneration. However, if there is any accumulated loss, the Company shall reserve the amount to offset the loss.
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2.The Company proposes to distribute NT$ 14,533,845 as 2022 employees’ compensation and NT$ 4,152,527 as 2022 directors’ compensation.The employees’ compensation will be paid in cash.
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3.The Company may issue compensation to employees of an affiliated company. The employees’ compensation shall be determined according to their job performance, overall contributions, or special achievements with the approval of the chairman.
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(4).Report of the issuance of securities in private placement
Explanation:
- 1.It has been approved by the Annual General Shareholders’ Meeting held on June 1, 2022 to authorize the Board of Directors, within the limit of 50,000,000 common shares, depending
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on the market conditions and the Company’s capital needs, to issue private placement of common shares through cash capital increase.
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2.According to item 6, Article 43 6 of the Security and Exchange Act, the private placement offering shall be conducted within one year after being approved by the shareholders meeting.
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3.The Company has not issued the above-mentioned cash capital increase private placement ordinary shares, and the private placement expired on May 31, 2023. The Company has passed the resolution of the Board of Directors on March 3, 2023, and will not continue to proceed after the expiration of the term.
4.Proposal Items:
- (1) Adoption of the 2022 Business Report and Financial Statements (including Consolidated Financial Statements) (Proposed by the Board)
Explanation:
-
1.The Company’s 2022 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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2.2022 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements are attached hereto as Attachment 1, 5 and 6.
Shareholder's Statement:
Account number: 4210 Shareholder's statement, with the following points briefly summarized:
How does the company determine the pricing for purchasing unlisted stocks? Regarding short-term loans, the company's private financing leverage is significant. Please provide information on the accounts receivable from ITI Technology and DATAMAX Plant. Additionally, please address questions regarding the research and development content of the R&D team.
After the chairman designated the financial manager to respond to the above statement, the shareholder did not express any further opinions.
Voting Results: Shares represented at the time of voting: 127,334,141
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 122,319,162 Votes (12,664,894 Votes) |
96.06% |
| Votes against | 14,796 Votes (14,796 Votes) |
0.01% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 5,000,183 Votes (4,999,141 Votes) |
3.92% |
*including votes casted electronically (numbers in brackets)
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RESOLVED, that the above proposal be and hereby was approved as proposed.
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(2) Adoption of the Proposal for Distribution of 2022Earnings. (Proposed by the Board) Explanation:
-
1.The earnings distribution proposal for year 2022 is as follows:
Edimax Technology Co., Ltd.
Earnings Distribution Proposal for the Year 2022
Unit: NTD$
| Explanation: 1.The earnings distribution proposal for year 2022 is as follows: Edimax Technology Co., Ltd. Earnings Distribution Proposal for the Year 2022 |
Unit: NTD$ |
|---|---|
| Items | Total |
| Unappropriated accumulated deficit ofprioryears | (67,330,771) |
| Netprofit after tax for the currentperiod | 252,658,682 |
| Remeasurement of defined benefitplans recognized to retained earnings | 3,227,468 |
| Other comprehensive gains and losses of subsidiaries using the equity method |
(645,494) |
| Share of the other comprehensive loss of associates accounted for using the equitymethod |
271,952 |
| The amount of accumulatedprofits | 188,181,837 |
| Settingaside 10% legal reserve | (18,818,184) |
| Reversal of special reserve | 15,922,806 |
| Profits available for distribution | 185,286,459 |
| Distribution Item Cash Dividends(NT$ 0.80per share) |
166,369,620 |
| Endperiod of undistributedprofits | 18,916,839 |
Chairman: Guan-Sheng Renn Manger: Guan-Sheng Renn Accountant: Han-Shen Lee
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2.The proposed earnings distribution of amount NT$ 166,369,620 is allocated from 2022 Earnings Available for Distribution. Each shareholder will be entitled to receive a cash dividend of NT$ 0.80 per share, calculate rounded down to the nearest one NT dollar, any amount under one NTD will be discarded. The remaining fraction will be incorporated into other non-operating income of the Company.
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3.Upon the approval of the Annual Shareholders’ Meeting, it is proposed that the Chairman of Board of Directors will be authorized to resolve the ex-dividend date, payment date, and other relevant issues.
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4.Should any change in the number of outstanding shares resulting from the buyback of share, transfer or cancellation of the treasury shares, the conversion of convertible bonds, or the exercise of employee stock options, the dividend ratio may need to be adjusted accordingly. It is proposed to fully authorize the chairman of Board of Directors to adjust the dividend to be distributed to each share and to proceed on the relevant matters.
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Voting Results: Shares represented at the time of voting: 127,334,141
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| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 122,548,141 Votes (12,893,873 Votes) |
96.24% |
| Votes against | 13,873 Votes (13,873 Votes) |
0.01% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 4,772,127 Votes (4,771,085 Votes) |
3.74% |
- *including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
5.Discussion Items
- (1) Proposal for Cash Distribution from Capital Surplus, please proceed to discuss. (Proposed by the Board)
Explanation:
-
1.According to the Article 241 of Company Act. The total cash available distributed from capital surplus is NT$ 41,592,405, or NT$ 0.20 per share.
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2.The cash dividend is issued to the rounded full NT dollar, and any distributed amounts less than NT$1 will be transferred to the company’s other revenues.
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3.Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Chairman be authorized to resolve the ex-dividend date and other relevant issues.
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4.In the event of revision or changes regulated by the authority for the cash distribution, it is proposed that the Chairmen be authorized to resolve relevant issues.
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5.In the event that, before the distribution record date, the proposed earnings distribution of cash dividends per share is affected by an amendment by the competent authorities, or the number of actual shares outstanding, it is proposed that the Chairman be authorized to handle matters related to the changes.
Voting Results: Shares represented at the time of voting: 127,334,141
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 122,537,808 Votes (12,883,540 Votes) |
96.23% |
| Votes against | 12,200 Votes (12,200 Votes) |
0.00% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 4,784,133 Votes (4,783,091 Votes) |
3.75% |
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*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
- (2) 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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C. 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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(2) The criteria and purpose to select specific parties: The participants shall be the specific parties qualified for the rules in Article 43-6,
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- 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 also has positive influence on shareholders’ equity.
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(4) Necessary reasons for private placement:
-
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
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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, 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.
Shareholder Statement:
Account Number: 4210 Shareholder Statement, with content summarized as follows:
What direction should be taken regarding the private placement case? Should we proceed with a predetermined timeline or leave it open-ended? What are the considerations in terms of timeliness, effectiveness, and necessity? What incentives and feedback are provided to strategic investors? After receiving a response from the chairman regarding the above statement, the shareholder did not further express any opinions.
Voting Results: Shares represented at the time of voting: 127,334,141
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 121,230,966 Votes (11,576,698 Votes) |
95.20% |
| Votes against | 1,330,220 Votes (1,330,220 Votes) |
1.04% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 4,772,955 Votes (4,771,913 Votes) |
3.74% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
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6.Directors Election
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(1) To elect eleven Directors (including four independent directors). (Proposed by the Board) Explanation:
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1.Directors and supervisors of the company will end on June 11, 2023. Accordingly, the company proposes to duly elect eleven Directors (including four independent directors) at this year’s Annual General Meeting of Shareholders according to Company Act and Articles of Incorporation. Shareholders shall elect the directors and the independent directors from the nominees listed in the roster of director candidates.
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2.The Directors newly elected shall forthwith assume the office upon being elected and serve an office term of three years from the election date, namely from June 14, 2023 through June 13, 2026. And the Directors to elect chairman of company.
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3.The candidate list of election of Directors (including independent directors) and personal information, please refer to Attachment 3.
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4.Please refer to Appendix 2 to the “Rules for Election of Directors”.
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5.Please vote.
Votin Results: The list of the newl elected directors with votes received follows: g y
| Title | Name | Votes Received |
|---|---|---|
| Directors | Guan-ShengRenn | 130,253,127 |
| Directors | Han-Shen Lee | 125,552,686 |
| Directors | Liang-JungPan | 124,483,550 |
| Directors | Ka Wah Investment Co., Ltd. Representative: Yu-ChangChiu |
123,567,930 |
| Directors | Ka Wah Investment Co., Ltd. Representative:Jung-LungHung |
122,570,092 |
| Directors | Jian-ShingDing | 121,526,421 |
| Directors | Ching-Te Hou | 120,724,353 |
| Independent Directors | Chung-MingTsao | 119,661,408 |
| Independent Directors | Jin-ShengLuo | 119,045,613 |
| Independent Directors | Yu-LiangLin | 118,584,054 |
| Independent Directors | Jian-Chao Zeng | 118,030,215 |
7.Other Proposal
- (1) To release the newly elected directors from non-competition restrictions, please proceed to discuss. (Proposed by the Board)
Explanation:
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1.According to Article 209, Company Act, if directors’ activities for personal or others’ interests are related to the Company’s business scope, directors shall explain the content of their activities and ask the approval from shareholders at the meeting.
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2.The Company’s director has invested, managed or has been a director for companies of which business scope is similar to the Company’s. It will be proposed to release such
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directors from non-competition restrictions.
- 3.The proposed list for release the prohibition on Directors from participation in competitive business please refers to Attachment 4.
Voting Results: Shares represented at the time of voting: 127,334,141
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 121,901,919 Votes (12,247,651 Votes) |
95.73% |
| Votes against | 633,207 Votes (633,207 Votes) |
0.49% |
| Votes invalid | 0 Votes (0 Votes) |
0.00% |
| Votes abstained | 4,799,015 Votes (4,797,973 Votes) |
3.76% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
7.Motions: None.
8.Adjournment: Meeting ended at 10:17 am on the same day.
The minutes of this regular shareholder meeting are recorded in accordance with Article 183, Section 4 of the Company Law, outlining the proceedings and outcomes of the discussions. The content, procedures, and shareholder statements during the meeting are primarily based on the audiovisual recording of the meeting.
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Attachments
Attachment 1
Business Report
Dear Shareholders, Ladies and Gentlemen,
First of all, we would like to thank all our shareholders, for your support and encouragement of the Company in the past year. We hereby present the following business report for the year 2022:
I. Operating results for the year ended December 31, 2022
(Ⅰ) Implementation of business plan
In 2022, the short- and long-term material problems caused by the shortage of key parts and components that were affected by the pandemic in the past were gradually relieved, and the backlog of orders continued to be shipped, thus boosting the company’s revenue to rise, and the exchange rate boosted by the appreciation of the U.S. dollar generated significant translation gains, resulting in an outstanding performance in both Company’s own businesses and external businesses. Overall, the Company’s consolidated revenue was NT$5,963,157 thousand, consolidated operating income was NT$155,100 thousand, consolidated net income was NT$258,977 thousand, net income attributable to the owners of the parent company was NT$252,658 thousand, and earnings per share was NT$1.30. The operating condition was better than the previous year.
This year, we will continue to focus on the 4S (Software, Solution, Service, Security) and 3H (high unit price, high value-added, high gross margin) strategies. In addition to developing the existing Switch, WIFI SMB and Industrial Grade Networking Solutions market, we will introduce more AIOT applications and solutions to enhance our overall competitive strength; For the telecom market, we will continue to build on our advantages in broadband communications equipment and provide customers with professional, customized, differentiated and competitive products to satisfy the deployment needs of various telecom and broadband service providers. At the same time, we are seeking more customers for telecom and broadband services to expand the market and diversify the risk of customer concentration.
The Group has been restructuring its operations and the business is making steady progress. In the future, the Company’s management team will continue to focus on innovation, strengthen inventory control, develop customers and products, and continue to move towards becoming a professional network communications company.
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(Ⅱ) Financial income and expense and profitability analysis
| Item | 2021 | 2022 | |
|---|---|---|---|
| Analysis of financial structure |
Ratio of liabilities to assets(%) | 61.18 | 55.98 |
| Ratio of long-term capital to property, plant and equipment(%) |
207.66 | 209.53 | |
| Profitability analysis |
Return on total assets(%) | (0.89) | 3.55 |
| Ratio of return on shareholders’ equity (%) | (2.44) | 8.33 | |
| Pre-tax income topaid-in capital(%) | (2.85) | 14.32 | |
| Profit margin(%) | (1.38) | 4.34 | |
| Earningsper share(NT$) | (0.29) | 1.30 |
The financial structure analysis shows that, in FY2022, the inventory of Group was significantly lower than in the previous period due to better operating conditions. However, the cash position increased significantly, and the total assets increased as the subsidiaries acquired real property, resulting in a lower debt ratio. In addition, the increase in retained earnings due to higher profitability led to an increase in shareholder equity and a higher ratio of long-term capital to property, plant and equipment. Various profit indicators also showed a significant increase, mainly due to the increase in profits.
- (Ⅲ) Research and Development Status
The products developed in year 2022 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. Smart ONVIF PoE Switches
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3.AIOT Products, Services and Others:
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(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)Smart Roaming Solution Crossing Multi Platforms
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(2)WiFi 6E Mesh Roaming Repeaters
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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 WiFi 6 Routers Complied to Plume
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(3)MoCA 2.5 Broadband Bridge
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3.Fiber-optic Communication Solution Series:
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(1)FTTdp XGS-PON Multi-ports G.fast Wave 2 Solution
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(2) 5G to Multi-ports G.fast Wave 2 Solution
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(3)10G XGS-PON Broadband Gateway with Tri-bands WiFi 6E Feature
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(4)FTTdp fiber to multi-port G.hn coax distribution points with reverse power supply
II. 2023 business overview
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(I) Operating policy
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Regarding the product strategy in the enterprise and retail markets, the Company continues to develop its existing products in three major directions: WIFI, S/W, and AIOT, and we have been focusing on developing niche products (including Wireless HDMI, High density AP, Cloud for IOT, ESL, and IP CAM AP). We continue to develop Industrial Grade Networking Solutions, and invest in the research and development of Time Sensitive Network related technologies and applications, and integrate industrial control and broadband network applications.
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As for the product strategy in the telecom market, we are actively developing the next generation of Broadband CPE, DPU, MDU, 10GPON and other products based on our existing advantage in broadband communication devices to provide customers with professional, customized, differentiated and competitive products to satisfy the deployment needs in various telecom and broadband service industries. However, due to the impact on the global economic environment, bids and product life cycle, the telecomconsumer market is likely to experience fluctuations in operation. This year, we are faced with rising inflation, recession, and an uncertain international situation and
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economic environment. So we need to be proactive and try our best to overcome the situation.
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Control the core technology and R&D of product innovation, keep up with the timing and expand the differentiated competitive advantage.
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Combine external expertise and division of labor to build a complete ecosystem and product line to enhance the competitive advantage.
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Improve corporate governance, implement corporate social responsibility, and create the value of sustainable operation.
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(II) Important production and marketing policies
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The Company will continue to strengthen its supply chain management, improve the quality of goods supplied, reduce costs and shorten delivery time to enhance overall operating performance. Currently, there is still a shortage of key components in the network and communications industry, so we must be prepared and strengthen inventory control.
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The Company will continue to enhance production efficiency, effectiveness and quality and introduce automated production and smart manufacturing to strengthen its manufacturing competitiveness.
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The Company keeps up with market changes, controls 3H (high unit price, high value-added, high gross margin) and 4S (Software, Solution, Service, Security) development strategies and directions, and provides customers with competitive solutions to satisfy the needs of various industries and customers.
III. The Company’s development strategies
In order to continue to maintain stability and growth in both profitability and sales, the Company continues to implement the following development strategies:
- (Ⅰ) Focus on its own businesses to grow steadily
The Company does not make high-risk investments and continues to make efforts in business development to prioritize stable profit. It also actively develops new markets, new product lines and key customers to reduce the impact of changes in market conditions.
- (Ⅱ) Continue to strengthen research and development
We continue to invest more in research and development and strengthen our hardware and software R&D capabilities to continuously develop high-end and integrated products and to stay ahead in technology.
- (Ⅲ) Insist on quality and cost reduction
The Company has imposed more strict control on product quality and cost to reduce quality issues and improve profitability.
(Ⅳ) Strengthen operation management
The Company follows the core values of integrity, quality, service, and innovation to establish long-term partnerships with customers, suppliers, and employees, while continuing to improve management systems, streamline processes, and enhance the Company’s competitive advantage.
- 14 -
IV. Impact of the external competition, legal, and overall business environments
As the global environment is still facing trade conflicts between the U.S. and China, the war between Russia and Ukraine, inflation, exchange rate instability and economic recession, the Company should be conservative and cautious about the future. However, how to reduce the impact and challenges brought by the external environment in production, sales and logistics, turn the crisis into an opportunity and capture the market opportunity will become an important task for the Company this year.
The Company has a strong R&D, marketing and management team. Regarding the direction of future development, besides maintaining long-term relationships with our existing customers, we are also actively developing markets and niche products in order to strive for long-term and stable success.
On behalf of the Board of Directors and the management team, I would like to express my sincere gratitude to all shareholders of the Company and our employees for their contributions and efforts to its development over time. We would also like to thank all of you for your encouragement and support, which has enabled the Company to continue to prosper and grow. I hereby wish you
All the Best!
Chairman-cum-President
Guan-Sheng Renn
Chief Accounting Officer
Han-Shen Lee
- 15 -
Attachment 2
Edimax Technology Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared and submitted to us the Company’s 2022 Business Report, Financial Statements, and Proposal for allocation of earnings. 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 allocation of earnings 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.
2023 shareholder meeting of the company
Chairperson of the Audit Committee: Chung-Ming Tsao
March 3, 2023
- 16 -
Attachment 3
EDIMAX TECHNOLOGY CO., LTD.
List of Directors Candidates
| List of Directors Candidates | ||||
|---|---|---|---|---|
| Name | Education | Major Past Positions | Current Positions | Shareholdings |
| Guan-Sheng Renn | Master Degree in University of California, Berkeley |
Chairman & General Manager, Edimax Technology Co., Ltd. Chairman, Comtrend Corporation Chairman, Abs Telecom, Inc. Chairman,Smax TechnologyCo.,Ltd. |
Chairman & General Manager, Edimax Technology Co., Ltd. Chairman, Comtrend Corporation Chairman, Abs Telecom, Inc. Chairman,Smax TechnologyCo.,Ltd. |
4,360,676 |
| Han-Shen Lee | Department of Business Administration, National Cheng Kung University |
Vice President, Edimax Technology Co., Ltd. |
Vice President, Edimax Technology Co., Ltd. |
2,912,089 |
| Liang-Jung Pan | Master Degree in Industrial Engineering, National Tsing Hua University |
Senior Vice President, Edimax Technology Co., Ltd. |
Senior Vice President, Edimax Technology Co., Ltd. |
1,312,833 |
| Ka Wah Investment Co., Ltd. Representative: Yu-Chang Chiu |
Master Degree in Department of Electronic, National Taiwan University of Science and Technology EMBA, National Taiwan University |
General Manager, Comtrend Corporation |
General Manager, Comtrend Corporation |
509,755 |
- 17 -
| Name | Education | Major Past Positions | Current Positions | Shareholdings |
|---|---|---|---|---|
| Ka Wah Investment Co., Ltd. Representative: Jung-Lung Hung |
Department of Electronic Engineering, National Taiwan University of Science and Technology EMBA,National Chengchi University |
ODM BU General Manager, Edimax Technology Co., Ltd. General Manager, Smax Technology Co., Ltd. |
ODM BU General Manager, Edimax Technology Co., Ltd. General Manager, Smax Technology Co., Ltd. |
509,755 |
| Jiann-Shing Ding | Master Degree in Industrial Engineering and Engineering Management, National Tsing Hua University |
General Manager, Rdipc Taiwan Co., Ltd. Independent Director, Liwanli Innovation Co., Ltd. Director, Albatron Technology Co., Ltd. Director, Educational Foundation of Hua TsingEngineeringManagement |
General Manager, Rdipc Taiwan Co., Ltd. Independent Director, Liwanli Innovation Co., Ltd. Director, Albatron Technology Co., Ltd. Director, Educational Foundation of Hua TsingEngineeringManagement |
1,808,229 |
| Ching-Te Hou | Department of Electronic, National Taiwan University of Science and Technology |
General Manager, Abs Telecom, Inc. | General Manager, Abs Telecom, Inc. | 157,237 |
- 18 -
EDIMAX TECHNOLOGY CO., LTD.
List of Independent Directors Candidates
| Name | Education | Major Past Positions | Current Positions | Shareholdings |
|---|---|---|---|---|
| Chung-Ming Tsao | Department of Accounting and Statistics, Tamsui Institute of Business Administration |
Chairman, Taso Chung Ming Cpa Firm |
Chairman, Taso Chung Ming Cpa Firm Supervisor, Yoho Beach Resort Co., Ltd. |
0 |
| Jin-Sheng Luo | Department of Electronic Calculator, TamkangUniversity |
Supervisor , Everflow Calendar Ltd. |
Supervisor , Everflow Calendar Ltd. | 0 |
| Yu-Liang Lin | Department of Chemistry, Tunghai University |
Vice President & Director , Henme Chemical Industrial Co., Ltd. Director, Henme Trading Co., Ltd. Director,Asia Optical Co.,Inc. |
Vice President & Director , Henme Chemical Industrial Co., Ltd. Director, Henme Trading Co., Ltd. Director,Asia Optical Co.,Inc. |
600,000 |
| Jian-Chao Zeng | Department of Industrial Engineering, National Tsing Hua University Master Degree in Department of Computer Science,Southern Methodist University Ph.D in Computer Science, Southern Methodist University |
Professor & Chairman, of Information Engineering Departmen, National Yang Ming Chiao Tung University Deputy Director ,National Yang Ming Chiao Tung University Information Technology Service Center Director of the Institute of Network Engineering, National Yang Ming Chiao Tung University |
Professor of Information Engineering Departmen, National Yang Ming Chiao Tung University Independent Director, Analog Integrations Co., Ltd. |
0 |
- 19 -
Attachment 4
EDIMAX TECHNOLOGY CO., LTD. Details of the duties subject to releasing the Candidate for Directors from non-competition
| Name | Other CompanyName | Position |
|---|---|---|
| Guan-Sheng Renn | Comtrend Corporation Comtrend Technology (Netherlands) B.V. EcoBear TechnologyCorporation |
Chairman(Representative in juridical persons) Director(Representative in juridical persons) Director(Representative in juridical persons) |
| Han-Shen Lee | Comtrend Corporation, USA | Director(Representative in juridical persons) |
| Liang-Jung Pan | Comtrend Corporation | Director(Representative in juridical persons) |
| Ka Wah Investment Co., Ltd. Representative:Yu-Chang Chiu |
Comtrend Corporation Comtrend Corporation, USA Comtrend Technology (Netherlands) B.V. Comtrend Central Europe Comtrend Iberia S.L, |
Director and General Manager (Representative in juridical persons) Chairman(Representative in juridical persons) Director(Representative in juridical persons) Chairman(Representative in juridical persons) Chairman(Representative in juridical persons) |
- 20 -
Attachment 5
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, 2022 and 2021, 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, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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, 2022. 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.
- 21 -
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2022 is stated as follows:
Sales Revenue from the Group’s Specific Customers
The Group’s revenue from the top five fast growth customers was $1,719,039, which representing 29% of consolidated total revenue for the year ended December 31, 2022. As the amount of the revenue from the top five fast growth customers was significant, it was deemed to be a key audit matter.
The main audit procedures we performed to address the above key audit matter were as follows:
-
We obtained an understanding and tested those specific customers’ credit check processes, sales prices and payment collection terms to evaluate the appropriateness of the approval of customer’s credit and traced to the relevant supporting information, which included searching for the information from public.
-
We selected samples from those specific customers’ sales transactions and inspected the relevant documents such as the original purchase orders and sales invoices to verify the validity of occurrence of sales revenue.
-
We sent confirmation to those customers to verify the accuracy of the trade receivables at the end of the reporting period.
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 $426,303 thousand and $396,167 thousand, which constituted 6% and 5% of consolidated total assets as of December 31, 2022 and 2021, respectively, and total revenues were $350,512 thousand and $321,081 thousand, which constituted 6% and 6% of consolidated total revenues for the years ended December 31, 2022 and 2021, 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 $71,531 thousand and $57,398 thousand, which constituted 1% and 1% of consolidated total assets as of December 31, 2022 and 2021, respectively; the share of profit of the associates was $25,502 thousand and $13,759 thousand, which constituted 9% and (25%) of the consolidated profit (loss) before income tax for the years ended December 31, 2022 and 2021, respectively; and the share of the other comprehensive income of associates accounted for using the equity method was $32,770 thousand and $11,851 thousand, which constituted 11% and (14%) of the consolidated total comprehensive income (loss) for the years ended December 31, 2022 and 2021, respectively.
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion with other matter paragraph.
- 22 -
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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
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.
- 23 -
-
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, 2022 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 3, 2023
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.
- 24 -
EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (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, 19 and 31) 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 Net provisions for retirement (Note 22) 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) Financial liabilities at fair value through profit or loss - current (Notes 7 and 31) 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 (Note 23) Share capital Common stock Capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings 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 |
2022 Amount % $ 1,692,999 22 14,370 - 8,355 - 2,462 - 1,238,027 16 8,729 - 18,637 1 13,079 - 1,721,919 23 75,480 1 13,794 - 4,807,851 63 244 - 53,503 1 20,197 - 71,531 1 2,483,468 33 48,499 1 33,718 - 27,905 - 12,354 - 3,295 - 69,800 1 - - 2,824,514 37 $ 7,632,365 100 $ 739,632 10 29,969 1 783 - 93,974 1 7,060 - 880,166 12 153,273 2 330,456 4 40,774 1 7,914 - 22,586 - 16,800 - 105,307 1 2,428,694 32 185,143 3 1,550,314 20 6,737 - 26,102 - 75,392 1 - - 1,843,688 24 4,272,382 56 2,070,101 27 8,504 - 2,078,605 27 284,928 4 10,460 - 38,904 1 188,181 2 237,545 3 (10,792) - (12,189) - (22,981) - (12,973) - 2,565,124 34 794,859 10 3,359,983 44 $ 7,632,365 100 |
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 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 3, 2023)
- 25 -
EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) 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 PROFIT (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 25) Other gains and losses (Note 25) Finance costs (Note 25) Share of profit of associates (Note 13) Interest income (Note 25) Total non-operating income and expenses PROFIT (LOSS) BEFORE INCOME TAX INCOME TAX EXPENSE (Note 26) NET PROFIT (LOSS) FOR THE YEAR |
2022 Amount % $ 5,963,157 100 (4,509,884) (75) 1,453,273 25 (580,143) (10) (267,465) (5) (442,021) (7) (8,544) - (1,298,173) (22) 155,100 3 38,979 1 108,141 2 (37,793) (1) 25,502 - 7,811 - 142,640 2 297,740 5 (38,763) (1) 258,977 4 |
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) (Continued) |
- 26 -
EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| 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) Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS (LOSS) PER SHARE (Note 27) Basic Diluted |
2022 Amount % $ 8,211 - (22,614) - (1,933) - 54,403 1 38,067 1 $ 297,044 5 $ 252,658 4 6,319 - $ 258,977 4 $ 271,928 5 25,116 - $ 297,044 5 $ 1.30 $ 1.14 |
2021 | ||
|---|---|---|---|---|
| Amount % $ (7,760) - 10,761 - 58 - (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) |
||||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 3, 2023)
(Concluded)
- 27 -
EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2021 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 (Note 8) 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 Other capital surplus change Share-based payments (Note 28) The equity method is used to recognize the number of changes in subsidiaries Disposal of the Company's common stock by subsidiaries treated as treasury shares transactions Changes in percentage of ownership interests in subsidiaries (Note 29) Recognition of employee share options by the subsidiaries (Note 28) Conversion of convertible corporate bond Issuance of ordinary shares under employee share options (Note 28) Non-controlling interests (Note 23) Net profit for the year ended December 31, 2022 Other comprehensive income for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 BALANCE AT DECEMBER 31, 2022 |
Equity Attributable to Owners of the Company (Note 23) | Equity Attributable to Owners of the Company (Note 23) | Non-controlling Interests Total (Note 23) $ 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) 2,068,330 790,739 386 - 272 - 489 963 (4,826) - 423 316 209,129 - 18,993 - - (22,275) 252,658 6,319 19,270 18,797 271,928 25,116 $ 2,565,124 $ 794,859 |
Total Equity $ 3,046,296 - - (54,889) 979 10,684 - 418 (4,391) 3,898 10,814 (71,221) (72,184 ) (11,335) (83,519) 2,859,069 386 272 1,452 (4,826) 739 209,129 18,993 (22,275) 258,977 38,067 297,044 $ 3,359,983 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **Share Capital ** | Total Capital Surplus $ 1,892,408 $ 228,100 - - - - - - - 979 - 10,684 - - - 418 - (4,391) - 179 10,094 720 - - - - - - - - 1,902,502 236,689 - 386 - - - 237 - (4,826) - 423 157,110 52,019 18,993 - - - - - - - - - $ 2,078,605 $ 284,928 |
**Retained Earnings ** | Total $ 104,598 - - (54,889) - - (5,100) - - - - - (55,028 ) (7,548) (62,576) (17,967) - - - - - - - - 252,658 2,854 255,512 $ 237,545 |
Other Equity | Total $ (38,904 ) - - - - - 5,100 - - - - - - (5,593) (5,593) (39,397) - - - - - - - - - 16,416 16,416 $ (22,981) |
Treasury Shares $ (13,714 ) - - - - - - - - - - 217 - - - (13,497) - 272 252 - - - - - - - - $ (12,973) |
||||||
| Exchange Unrealized Gain (Loss) on Financial Assets at Differences on Fair Value Translation Through Other Foreign Comprehensive Operations Income $ (33,468 ) $ (5,436 ) - - - - - - - - - - - 5,100 - - - - - - - - - - - - (16,354) 10,761 (16,354) 10,761 (49,822) 10,425 - - - - - - - - - - - - - - - - - - 39,030 (22,614) 39,030 (22,614) $ (10,792) $ (12,189) |
||||||||||||
| C |
ommon Stock $ 1,864,916 - - - - - - - - - 28,786 - - - - 1,893,702 - - - - - 149,036 27,363 - - - - $ 2,070,101 |
Capital Collected in Advance $ 27,492 - - - - - - - - - (18,692) - - - - 8,800 - - - - - 8,074 (8,370) - - - - $ 8,504 |
||||||||||
| Unappropriated Legal Reserve Special Reserve Earnings $ 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) - - - - - - - - - - - - - - - - - - - - - - - - - - 252,658 - - 2,854 - - 255,512 $ 10,460 $ 38,904 $ 188,181 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 3, 2023)
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized Net loss (gain) on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Share-based payment Share of profit of associates Gain on disposal of property, plant and equipment Loss for market price decline and obsolete and slow-moving 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 generated from (used in) operations Interest received Interest paid Income tax paid Net cash generated from (used in) 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 Proceeds from financial assets measured at amortized cost Payments for property, plant and equipment |
2022 $ 297,740 125,063 10,429 8,544 1,059 37,793 (7,811) (733) 1,125 (25,502) (1) 20,429 (2,573) 13,383 (147,107) (3,619) - 502,939 90,093 1,802 (17,520) (3,243) (341,004) 12,735 2,532 (13,627) (13,931) 548,995 7,811 (32,324) (34,455) 490,027 - (29,041) - (239,905) |
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) 95 (60,737) (Continued) |
|---|---|---|
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Payments for intangible assets Increase in other financial assets Increase in other non-current assets Decrease in other non-current assets Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from issuance of convertible bonds Proceeds from long-term borrowings Repayments of long-term borrowings Repayment of the principal portion of lease liabilities Decrease in refundable deposits Dividends paid to owners of the company Exercise of employee share option Proceeds from reissuance of treasury shares Dividends paid to non-controlling interests Difference in non-controlling interests Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) 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 |
2022 $ 107 3,288 (13,069) (3,599) - 5 17,341 (264,873) 164,840 - - 200,000 (16,800) (35,031) (5) - 18,993 1,472 (38,271) 11,640 306,838 50,418 582,410 1,110,589 $ 1,692,999 |
2021 $ 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 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 3, 2023)
(Concluded)
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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 financial statements of Edimax Technology Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2022 and 2021 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, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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, 2022. 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.
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Key audit matter of the Company’s financial statements for the year ended December 31, 2022 is stated as follows:
Sales Revenue from the Company’s Specific Customers
The Company’s revenue from the top five fast growth customers was $1,103,394, which representing 28% of total revenue for the year ended December 31, 2022. As the amount of the revenue from the top five fast growth customers was significant, it was deemed to be a key audit matter.
The main audit procedures we performed to address the above key audit matter were as follows:
-
We obtained an understanding and tested those specific customers’ credit check processes, sales prices and payment collection terms to evaluate the appropriateness of the approval of customer’s credit and traced to the relevant supporting information, which included searching for the information from public.
-
We selected samples from those specific customers’ sales transactions and inspected the relevant documents such as the original purchase orders and sales invoices to verify the validity of occurrence of sales revenue.
-
We sent confirmation to those customers to verify the accuracy of the trade receivables at the end of the reporting period.
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$341,090 thousand and NT$331,241 thousand, which constituted 6% and 6% of total assets as of December 31, 2022 and 2021, respectively, and the share of profit of the subsidiaries and associates accounted for using the equity method was NT$49,168 thousand and NT$33,839 thousand, which constituted 19% and (61%) of the profit before income tax for the years ended December 31, 2022 and 2021, respectively; and the share of the other comprehensive income of the subsidiaries and associates accounted for using the equity method was NT$54,363 thousand and NT$22,462 thousand, which constituted 20% and (33%) of the total comprehensive income for the years ended December 31, 2022 and 2021, 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.
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Those charged with governance, including members of the audit committee, are responsible for overseeing the Company’s financial reporting process.
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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of 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 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 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.
-
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.
-
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, 2022 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 3, 2023
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, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (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 - non-current (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) 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 Total retained earnings 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 |
2022 Amount % $ 946,451 16 1,353 - 767,809 13 80,615 1 25,162 1 - - 886,791 15 34,633 1 9,128 - 2,751,942 47 244 - 53,503 1 922,577 16 2,025,752 34 17,600 - 48,550 1 6,789 - 3,829 - 69,400 1 3,148,244 53 $ 5,900,186 100 $ 720,000 12 29,969 1 77,319 1 6,250 - 408,254 7 199,749 4 163,354 3 417 - 8,256 - 16,800 - 78,196 1 1,708,564 29 185,143 3 1,350,314 23 6,466 - 9,566 - 75,009 2 1,626,498 28 3,335,062 57 2,070,101 35 8,504 - 2,078,605 35 284,928 5 10,460 - 38,904 1 188,181 3 237,545 4 (10,792) - (12,189) (1) (22,981) (1) (12,973) - 2,565,124 43 $ 5,900,186 100 |
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 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 3, 2023)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) 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 PROFIT (LOSS) 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 of associates (Note 11) Interest income (Note 23) Total non-operating income and expenses PROFIT (LOSS) BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET PROFIT (LOSS) FOR THE YEAR |
2022 Amount % $ 3,998,386 100 (3,302,721) (83) 695,665 17 (27,108) (1) 17,589 1 686,146 17 (156,608) (4) (139,994) (4) (289,619) (7) (7,524) - (593,745) (15) 92,401 2 6,350 - 148,853 4 (33,457) (1) 39,960 1 3,650 - 165,356 4 257,757 6 (5,099) - 252,658 6 |
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) (Continued) |
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| OTHER COMPREHENSIVE INCOME 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 Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 24) Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR EARNINGS (LOSS) PER SHARE (Note 25) Basic Diluted |
2022 Amount % $ 3,227 - (22,614) - 272 - (645) - 39,030 1 19,270 1 $ 271,928 7 $ 1.30 $ 1.14 |
2021 | ||
|---|---|---|---|---|
| Amount % $ (6,043) - 10,761 - (1,505) - - - (16,354) - (13,141) - $ (68,169) (2) $ (0.29) |
||||
| $ | $ | |||
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 3, 2023)
(Concluded)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2021 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 the 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 Other capital surplus change Share-based payments (Note 26) Cash dividends distributed by the Company Actual acquisition of interests in subsidiaries Changes in percentage of ownership interests in subsidiaries Recognition of employee share options by the subsidiaries (Note 26) Convertible corporate bond conversion Issuance of ordinary shares under employee share options (Note 26) Net profit for the year ended December 31, 2022 Other comprehensive loss for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 BALANCE AT DECEMBER 31, 2022 |
Share Capital (Note 21) | Capital Surplus Total (Note 21) $ 1,892,408 $ 228,100 - - - - - - - 979 - 10,684 - - - - - 418 - (4,391) - 179 10,094 720 - - - - - - 1,902,502 236,689 - 386 - - - 237 - (4,826) - 423 157,110 52,019 18,993 - - - - - - - $ 2,078,605 $ 284,928 |
Retained Earnings (Accumulated Deficits) (Note 21) | Total $ 104,598 - - (54,889) - - - (5,100) - - - - (55,028 ) (7,548) (62,576) (17,967) - - - - - - - 252,658 2,854 255,512 $ 237,545 |
Other Equity | Treasury Shares Total (Note 21) $ (38,904) $ (13,714) - - - - - - - - - - - 217 5,100 - - - - - - - - - - - (5,593) - (5,593) - (39,397) (13,497) - - - 272 - 252 - - - - - - - - - - 16,416 - 16,416 - $ (22,981) $ (12,973) |
Total Equity $ 2,172,488 - - (54,889) 979 10,684 217 - 418 (4,391) 179 10,814 (55,028 ) (13,141) (68,169) 2,068,330 386 272 489 (4,826) 423 209,129 18,993 252,658 19,270 271,928 $ 2,565,124 |
||
|---|---|---|---|---|---|---|---|---|---|
| Unrealized Gain (Loss) on Exchange Financial Assets at Fair Value Differences on Through Other Translation of Comprehensive Foreign Income Operations (Note 21) $ (33,468) $ (5,436) - - - - - - - - - - - - - 5,100 - - - - - - - - - - (16,354) 10,761 (16,354) 10,761 (49,822) 10,425 - - - - - - - - - - - - - - - - 39,030 (22,614) 39,030 (22,614) $ (10,792) $ (12,189) |
|||||||||
| Unappropriated Earnings (Accumulated Legal Reserve Special Reserve Deficits) $ 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) - - - - - - - - - - - - - - - - - - - - - - - 252,658 - - 2,854 - - 255,512 $ 10,460 $ 38,904 $ 188,181 |
|||||||||
| C |
Capital Collected ommon Stock in Advance $ 1,864,916 $ 27,492 - - - - - - - - - - - - - - - - - - - - 28,786 (18,692) - - - - - - 1,893,702 8,800 - - - - - - - - - - 149,036 8,074 27,363 (8,370) - - - - - - $ 2,070,101 $ 8,504 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 3, 2023)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized Net loss (gain) on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Share-based payment Share of profit of subsidiaries and associates Loss (gain) on disposal of property, plant and equipment Losses on inventory valuation loss and obsolescence Unrealized gain on transactions with subsidiaries Realized gain on transactions with subsidiaries Gain on lease modification 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 generated from (used in) operations Interest received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Net cash inflow of disposal of subsidiaries Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits |
2022 $ 257,757 46,870 9,324 7,524 276 33,457 (3,650) (733) 386 (39,960) 4 46,149 27,108 (17,589) (105) 9,091 (7,837) (1,205) 13,025 78,277 2,201 (30,248) (4,046) (59,219) 14,503 (14,542) 1,771 368,589 3,650 (29,863) 418 342,794 - 609 (15,535) 101 - |
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) (Continued) |
|---|---|---|
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| Decrease in refundable deposits Payments for intangible assets Increase in other financial assets 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 Decrease in refundable deposits Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Exercise of employee share options Net cash generated from financing activities NET INCREASE (DECREASE) 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 |
2022 $ 253 (10,006) (3,599) 62,564 34,387 164,000 - - (16,800) - (5,068) - 18,993 161,125 538,306 408,145 $ 946,451 |
2021 $ - (7,890) (3,013) 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 |
|---|---|---|
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 3, 2023)
(Concluded)
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