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GSC — Annual Report 2020
Aug 10, 2021
52060_rns_2021-08-10_3ffcc7e5-177e-4e8e-9e49-3d30a85b0624.pdf
Annual Report
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Stock Code: 2406
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GIGASTORAGE CORPORATION
2021 Annual Shareholders’ Meeting Meeting Agenda (Translation)
June 25, 2021
Table of Contents
One. Meeting Procedure ............................................................................................................1 Two. Meeting Agenda ................................................................................................................2 I. Report Items ..................................................................................................................3 II. Approval Items .............................................................................................................4 III. Discussion Items...........................................................................................................5 IV. Extraordinary Motions ..................................................................................................5 Three. Attachment I. 2020 business report........................................................................................................6 II. Audit Committee’s 2020 review report........................................................................ 11 III. The implementation report of strengthening a business plan .....................................12 IV. The 2020 audit report and standalone financial statements .....................................16 V. The 2020 audit report and consolidated financial statements ......................................30 VI. The 2020 Deficit Compensation Proposal ............................................................46 VII. Comparison Table for Articles of Incorporation Before and After Revision ..........47 VIII. Procedures for Election of Directors .......................................................................51 IX. Comparison Table for Rules of Procedure for Shareholder Meetings Before and After Revision .....................................................................................................55 Four. Appendices I. Articles of Incorporation (Before Revision) ...................................................... 57 II. Rules of Procedure for Shareholder Meetings (Before Revision) ................... 63 III. Current Shareholding of All Directors .......................................................... 70
GIGASTORAGE CORPORATION Procedure for the 2021 Annual Meeting of Shareholders
I. Call the Meeting to Order II. Chairperson’s Remarks III. Report Items IV. Proposals Items V. Discussion Items VI. Extraordinary Motions VII. Meeting Adjournment
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GIGASTORAGE CORPORATION
2021 Annual General Shareholders’ Meeting Notice Agenda
Meeting Time: 9:00 a.m. on Friday, June 25, 2021
Meeting Venue: No. 3, Gongye 1st Rd., Hukou Township, Hsinchu County 303, Taiwan (R.O.C.)
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I. Call the Meeting to Order (To report the total of attending shares)
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II. Chairperson’s Remarks
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III. Report Items
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The 2020 business report
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The 2020 Audit Committee's review report
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The status of issued corporate bonds
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The implementation report of strengthening a business plan
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The implementation report of a rectification plan of subsidiary, Merchant Energy PTE. Ltd., on the loan balance exceeding the limit
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IV. Approval Items
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The Company’s 2020 business report and financial statements
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2020 Deficit Compensation Proposal
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V. Discussion Items
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Amendment to parts of clauses of the “Articles of Incorporation”
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Reenactment of the “Procedures for the Election of Directors”
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Amendment to parts of clauses of the “Rules of Procedure for Shareholders’ Meetings”
VI. Extraordinary Motions
VII. Meeting Adjournment
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Report Items
I. The 2020 Business Report .
Explanation: The 2020 Business Report is attached as Attachment 1 (Page 6).
II. The 2020 Audit Committee's review report.
Explanation: the Audit Committee’s Review Report is attached as Attachment 2 (Page 11).
III. The status of issued corporate bonds Explanation:
| ion: | |
|---|---|
| Types of corporate bonds | The fourth domestic secured convertible corporate bonds |
| Issue date | June 21, 2017 |
| Par value | NTD 100,000 |
| Location of issuance and trade |
Republic of China |
| Issuing price | Fullyissued accordingtopar value |
| Total amount | NTD 1,200,000,000 |
| Interest rate | Coupon interest rate 0% |
| Maturity | It has expired on June 21, 2020, and over-the-counter trading has terminated. |
| Reason for collection | Repayment of bank loans |
| The cumulative amount of callable corporate bonds |
~~-~~ |
| Outstanding principal | NTD 0 |
| Implementation of corporate bonds as of the closing date (April 27, 2021) |
It has expired on June 21, 2020, and over-the-counter trading has terminated. |
IV. The implementation report of strengthening business plan
Explanation: The implementation report of strengthening business plan is attached as Attachment 3 (Page 12).
V. The implementation report of rectification plan of subsidiary, Merchant Energy PTE. Ltd., on the loan balance exceeds the limit.
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Explanation: 1. The Company shall comply with the No. 1080341298 letter of by the Financial Supervision and Administration Commission .
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The implementation report of rectification plan of subsidiary, Merchant Energy PTE. Ltd., on the loan balance exceeds the
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limit goes as follows:
| The lending company |
The party of lendingloans |
Improvement plan |
|---|---|---|
| Merchant Energy PTE., Ltd. |
Sunshine Solar Power Generation Co.,Inc. |
As of March, 2021, the company's individual lending loan has not exceeded the limit; However, the original plan for the repayment of loans has been severely affected by the Covid-19 in the Philippines and Manila and its surrounding areas have implemented lockdown measures for a long time, which has delayed the sale of power plants. So far, the sale of the power station has not been completed and the loans has not been repaid. However, the company will put much effort in protecting shareholders' equities and repay the loan after the sale of the power plant has been completed in the Philippines as soon as possible. |
Approval Items
Proposal 1: (Proposed by the Board of Directors)
Proposal: To accept the 2020 business report and financial statements.
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Explanations: 1. The Company’s 2020 financial statements were audited by CPA Chung-Ming Yuan and CPA Huang-Yu Feng of Deloitte & Touche which were presented and resolved along with the business report in the board meeting as well as reviewed by the Audit Committee.
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The business report the independent auditor’s report and financial statements is attached as Attachment 1, 4 and 5(Page 6, and 16-45).
Resolution:
- Proposal 2: (Proposed by the Board of Directors) Proposal: To report the Company's 2020 deficit compensation proposal.
Explanation: 1. The Board of Directors, on March 26, 2021, approved the 2020 deficit compensation proposal
- The 2020 deficit compensation proposal is attached as Attachment 6(Page 46)
Resolution:
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Discussion Items
Proposal 1: (Proposed by the Board of Directors)
Proposal: to approve the amendment to the Articles of Incorporation.
Explanation: 1. To amend in accordance with the relevant laws and regulations, it is proposed to amend the Articles of Incorporation.
- The comparison table for the Articles of Incorporation before and after the amendment is attached hereto as Attachment 7 (pages 47)
Resolution:
Proposal 2: (Proposed by the Board of Directors)
Proposal: to approve the reenactment of the Procedures for the Election of Directors.
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Explanation: 1. To amend in accordance with the relevant laws and regulations and for the requirements of corporate governance, it is proposed to set forth the again the Procedures for the Election of Directors.
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The Procedures for the Election of Directors are attached hereto as Attachment 8 (pages 51)
Resolution:
Proposal 3: (Proposed by the Board of Directors)
Proposal: to approve the amendment to the Rules of Procedure for Shareholders’ Meetings.
Explanation: 1. To amend in accordance with the relevant laws and regulations, it is proposed to amend the Rules of Procedure for Shareholders’ Meetings.
- The comparison table for the Rules of Procedure for Shareholders’ Meetings before and after the amendment are attached hereto as Attachment 9 (pages 55)
Resolution:
Extraordinary Motions
Meeting Adjournment
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Attachment 1
GIGASTORAGE CORPORATION
2020 Business Report
Ladies and Gentlemen, Esteemed Shareholders, Greetings:
On behalf of the Company’s entire management team, I hereby sincerely express our deepest gratitude to all shareholders for their support over the past year!
Looking back on 2020, the Company completed a cash capital increase of NTD 680 million in June of that year following the capital reduction it had carried out in 2019 to make up for losses and improve its capital structure and repay the fourth guaranteed convertible bonds and bank loans. Starting from 2019, the Company has gotten rid of prior burdens and is now actively carrying out an operational transformation. We are cultivating our domestic solar power plant engineering services and photovoltaic ribbon business and contributing to Taiwan’s solar energy industry. Operations have improved in 2020 and sales margins have turned positive. In 2020, Group subsidiary Giga Solar Materials Corp. broke free of its performance difficulties despite the impact of the COVID-19 pandemic and global economic recession. Thanks to active development of new products and new customer acquisition efforts, the Company’s consolidated operating results in 2020 were better than in 2019.However, due to the impact of the second-instance judgment of the Philips lawsuit in May 2020, the Company first assessed the amount of the intellectual property court’s judgment plus applicable interest, thereby resulting in a net operating loss for 2020.The management team and all colleagues will continue to work hard to face the ever-changing solar energy cycle and actively embrace the warmth of spring.
The Company’s management team and all employees are united in their goals and will continue to work hard to create the greatest profit and company value for all shareholders!
At this point, I would hereby like to thank all shareholders once again for their continued support and encouragement to the Company. Summary descriptions of the 2020 business report and 2021 business plan are as follows:
I. 2020 business report
- (I) Business plan implementation results
The Company’s consolidated operating revenue for 2020 was NTD 9.555 billion, marking a increase of NTD 1.086 billion from the NTD 8.469 billion seen in 2019. Net loss after tax attributable to the Company in 2020 was NTD 535,475 thousand or NTD (2.17) per share, reducing after tax net loss by NTD 687,091 thousand compared with 2019.
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(II) Budget implementation status: The Company has not announced financial forecasts for 2020.
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(III) Revenues, expenses, and profitability analysis
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- Revenues and expenses Unit: NTD thousand
| Year Item |
2019 | 2020 |
|---|---|---|
| Cash inflow (outflow) from operating activities |
510,333 | 1,372,523 |
| Cash inflow (outflow) from investing activities |
1,231,537 | (676,554) |
| Cash inflow (outflow) from financing activities |
(4,174,692) | (136,506) |
| Effect of exchange rate fluctuation on cash and cash equivalents |
56,213 | (49,555) |
| Net increase (decrease) in cash and cash equivalents |
(2,376,609) | 509,908 |
| Cash and cash equivalents at beginning of period |
4,560,265 | 2,183,656 |
| Cash and cash equivalents at end of period |
2,183,656 | 2,693,564 |
The company’s business activities in the 2020 consolidated financial statement generated a net cash inflow in the amount of NTD 1,372,523thousand. This is mainly due to an increase in accounts receivable collection in the current year; the combined investment activities generated a net cash outflow of NTD 676,554thousand. This is mainly due to increase in refundable deposits for litigation cases, resulting in the investment activities generating a net cash outflow. The combined financing activities generated a net cash outflow of NTD 136,506thousand. This is mainly due to the company’s convertible bonds were redeemed in the current year.
2. Profitability analysis
| 2. Profitability analysis | ||
|---|---|---|
| Year Item |
2019 | 2020 |
| Return on assets (%) | 1.65 | (2.28) |
| Return on shareholders’ equity (%) | 0.62 | (10.33) |
| Net profit before tax to paid-in capital ratio (%) |
5.14 | (17.40) |
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| Net profit margin (%) | 0.36 | (5.87) |
|---|---|---|
| After-tax earnings per share (NTD) | 0.74 | (2.17) |
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(IV) Research and development status
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Research and development expenditures
Unit: NTD thousand
| Year | 2019 | 2020 |
|---|---|---|
| Consolidated R&D expenses(A) | 262,825 | 318,379 |
| Consolidated net operatingrevenue(B) | 8,468,615 | 9,554,735 |
| (A)/(B)(%) | 3.10 | 3.33 |
- R&D results
(1) The development of silicon wafter edge polishing technology
(2) Silicon wafter RCA cleaning, and packaging process development
(3) Optical vehicle glass substrate processing process development
(4) Double-sided light-absorbing back passivated PERC aluminum paste L280B
(5) Selective emitter front silver paste 660C-F
(6) Non-burnthrough front welding electrode 530G-T
(7) N-type PERT/Topcon front paste NP24A
(8)HJT/IBC electrode silver paste J380/J390
(9) Electrode silver paste in LTCC
(10) Passive component filling silver paste
(11) Anode active adhesive
- (12) Pure silica high-capacity anode material
II. Summary of 2021 operating plan
- (I) Operating strategy
Expand business strategies and develop long-term cooperation with customers; act in coordination with the Group’s multiple investment projects in material products and domestic power plants; improve capacity utilization and work toward efficient product development; reduce manufacturing costs; enhance product value; and strengthen the Company’s long-term financial structure. Through our years of hard work on solar power stations, we are actively developing domestic power station engineering services to create maximum profits for the Company.
- (II) Estimated sales volume and its basis and important production and sales plans
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This year, the Company will continue to actively invest in domestic power plant engineering services and photovoltaic ribbon sales. In accordance with the government’s plan to achieve 20% renewable energy contributions by 2025, it is estimated that solar installations must exceed 2GW each year and rooftop installations have been under development for many years. In order to achieve the government’s target, large-scale ground-based power stations will doubtlessly be added in the future. Due to the impact of the modification of regulations for electricity generation on farm land by the Council of Agriculture (COA) in 2020, the conditions for farm land change were restricted. The policy objective of reaching 20GW by 2025 remains a variable. The company plans to encourage the “dual-land purpose power plants” in accordance with the formal implementation of the “Large Power Users” Article in 2021, the government’s provision of incremental electricity charges, and other incentives, including symbiotic agriculture, fishery, and power, indoor courts, etc. In addition, the fish ponds in Tainan and Chiayi have been checked as the pilot zone. It is estimated that the installation volume in Taiwan will exceed 2.6GW by 2021. The Company has been working with solar power plants for many years, and we expect that power plant engineering services will continue to increase in terms of revenue contributions. Separately, conductive paste is expected to maintain a certain level of market share in light of the continuous development of new products and the active development of customers in Europe, the Americas, and other emerging markets. Furthermore, this stands as the Company’s primary source of consolidated revenues and profits and associated sales targets are expected to be stably maintained.
III. Future development strategy of the Company
The main focus is on the development of upstream high-efficiency materials and the design and development of materials with high profitability, supplemented by the use of our financial advantages to invest in downstream power plants with a stable rate of return. The investment and construction of domestic power plants are also implemented in the planning blueprint, and we are striving to develop various energy-saving and environmentally friendly upstream material products based on their financial structures. In addition, we will continue to deploy energy materials such as cathode materials for energy storage batteries and carbon-silicon anodes, in order to expand overall profitability and create maximum benefits for the Company.
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IV. Effects of external competitive environment, regulatory environment, and overall business environment
Given the strong influence of governmental subsidy policies among various countries as well that of the overall economic environment, the solar energy industry is easily subject to fluctuations in supply and demand in the short term. Nonetheless, long-term growth should continue to sustain its upward trend in line with safety and sustainability concerns as well as the declining costs of alternative energy sources. The world’s proportion of solar power generation should increase accordingly. Following the growth of global solar energy demand in Japan, the United States, India and other countries, the rise of emerging markets will continue to increase and the growth of the solar energy market is predictable.
The global economy has undergone a severe recession due to the impact of the COVID-19 pandemic, and the solar energy industry’s climate is changing rapidly. Due to the impact of regulations for electricity generation on farm land modified by the Council of Agriculture (COA), the availability of land on which ground power stations are set up is restricted. However, the Company has a stable financial structure and operational capabilities, and this year we aim to increase gross profit through power station engineering services. In addition, subsidiary Giga Solar Materials Corp.’s global market share of conductive paste products has maintained stable demand despite fierce market competition, and it continues to generate a profit contribution to the Company as it leads industry competitors to achieve its goals for steady profit growth.
In response to the abovementioned changes in the external environment, we continue to insist on adopting a proper and effective raw material hedging mechanism for various costs despite the large fluctuations in international raw material prices. All relevant Company personnel keep abreast of changes in market demand, changes in national laws and regulations, overall economic conditions, and competition within the industry. Furthermore, they undertake appropriate financial planning to avoid risks from fluctuations in exchange rates and interest rates so as to reduce the impact on the Company.
GIGASTORAGE CORPORATION
Chairman: CHEN, CHI-MING
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Attachment 2
GIGASTORAGE CORPORATION Audit Committee’s Review Report
The Board of directors has prepared the 2020 financial statements, business report, and proposal for 2020 deficit compensation. Chung, Ming-Yuan and Huang, Yu-Feng Certified Public Accountants of Deloitte & Touche have audited the Company’s Financial Statements, and submitted an audit report.
The above business report, financial statements, and proposal for 2020 deficit compensation have been reviewed and determined to be correct and accurate by the Company’s Audit Committee, as the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act, and Article 219 of the Company Act.
Sincerely,
GIGASTORAGE CORPORATION Chair of the Audit Committee: WANG, MING-LANG
March 31, 2021
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Attachment 3
GIGASTORAGE CORPORATION The related implementation report of strengthening a business plan
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I. In accordance with the company's application for the third domestic secured convertible bond in 2015, the annual application for the fourth domestic secured convertible bond in 2017, the announcement of the capital reduction for the offsetting of deficit and the increase in cash capital in 2019. The company shall report the implementation of strengthening a business plan to the board of directors quarterly and report on the effectiveness of the implementation to the shareholders’ meeting.
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II. Explanation of the implementation report of strengthening a parent business plan
Unit: NTD thousand
| Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | |
|---|---|---|---|
| Year Item |
2020 | ||
| Expected results | Actual results | Increase (decrease) number |
|
| Operating income |
703,800 | 530,454 | (173,346) |
| Cost of goods sold(Note) |
588,335 | 457,181 | (131,154) |
| Operating margin(loss) |
115,465 | 73,273 | (42,192) |
| Operating expenses |
110,235 | 178,982 | 68,747 |
| Other income and expenses, net |
- | (409,885) | (409,885) |
| Operating profit (loss) |
5,230 | (515,594) | (520,824) |
| Non-operating income and expenditure |
205,854 | (15,823) | (221,677) |
| Net profit (loss) before tax |
211,084 | (531,417) | (742,501) |
Note: Including unrealized sales benefits
(I) Operating income
The company’s parent operating income in 2020 was based on
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engineering business of domestic power plant and solar conductive ribbons. The difference of the actual operating income from the estimation was due to the part of the finished construction revenues of the power plant and the sales volume of conductive welding ribbons expected to be completed and recognized by the end of 2020 were not as expected.
(II) Operating margin
The difference between the actual operating profit of the company and the estimated operating profit in 2020 was due to the decrease in the part of the finished construction revenue of the power plant to be expected and the sales volume of conductive welding strips, so the actual operating profits decreased.
(III) Operating expenses and other income and expenses, net
The actual operating expenses of the company in 2020 was increased, compared to the estimated amount, mainly due to the increase in research and development expenses by organizational adjustment of the semiconductor business department in early 2020. The increase in other income and expenses in 2020 was due to the second-instance judgment of the Intellectual Property Court in the lawsuit between the company and Philips, and the company shall pay Philips an additional NT$ 409,885.
(IV) Non-operating income and expenditure
The difference of the actual non-operating income and expenditure of the company in 2020 from the estimation was due to the increase in the relevant interest expenses increased to the recognized amount of the second-instance judgment of the Intellectual Property Court for Philips lawsuit by the company and due to the decrease in the investment benefits of the re-invested subsidiaries than expected.
III. Explanation of the implementation report of strengthening a consolidated business plan
| siness plan | |||
|---|---|---|---|
| Unit: NTD thousand | |||
| Year Item |
2020 | ||
| Expected results | Actual results | Increase (decrease) number |
|
| Operating income |
11,238,796 | 9,554,735 | (1,684,061) |
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| Cost of goods sold(Note) |
9,682,258 | 8,353,285 | (1,328,973) |
|---|---|---|---|
| Operating margin(loss) |
1,556,538 | 1,201,450 | (355,088) |
| Operating expenses |
975,722 | 1,034,653 | 58,931 |
| Other income and expenses, net |
- | (409,885) | (409,885) |
| Operating profit(loss) |
580,816 | (243,088) | (823,904) |
| Non-operating income and expenditure |
(94,086) | (254,553) | (160,467) |
| Net profit (loss) before tax |
486,730 | (497,641) | (984,371) |
Note: Including unrealized sales benefits
(I) Operating income
The difference between the actual operating income of the group in 2020 and the expected operating income was due to the decrease in sales volume of solar conductive paste, diamond wire, semiconductor wafers and positive electrode material of LFP, compared with the expected number.
(II) Operating margin
The difference between the actual operating profit of the group in 2020 and the expected operating profit was due to the decrease in sales volume of products such as solar conductive paste, diamond wire, semiconductor wafers and positive electrode materials of LFP, compared with the expected number, so the actual operating profit decreased.
(III) Operating expenses and other income and expenses, Net
The actual operating expenses of the group in 2020 increased from the estimated amount, due to the increase in actual R&D expenses and the actual amount of expected credit impairment losses in 2020. The increase in other income and expenses in 2020 was due to the second-instance judgment of the Intellectual Property Court in the lawsuit between the company and Philips, and the company shall pay Philips an additional NT$ 409,885.
(IV) Non-operating income and expenditure
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The difference of the actual non-operating income and expenditure of the company in 2020 from the estimation was due to the increase in the relevant interest expenses increased to the recognized amount of the second-instance judgment of the Intellectual Property Court for Philips lawsuit by the company and due to the increase in the group recognizes impairment losses of non-financial assets.
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Attachment 4
Independent auditor’s report
To the Board of Directors and Shareholders of GIGASTORAGE CORPORATION
Audit opinion
We have audited the standalone balance sheet of GIGASTORAGE CORPORATION as of December 31, 2020 and 2019, and the standalone comprehensive income statements, standalone statement of changes in shareholders’ equity, standalone cash flow statements, and notes to the standalone financial statements (including significant accounting policies) for the years then ended.
In our opinion, based on our audits and the reports of other independent auditors (please refer to the Other Matters paragraph), the standalone financial statements referred to above present fairly, in all material respects, the standalone financial position of GIGASTORAGE CORPORATION as of December 31, 2020 and 2019, and its standalone financial performance and cash flows for the years ended December 31 2020 and 2019, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers.
The basis for opinions
We concluded our 2020 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards. We concluded our 2019 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants, Financial Supervisor Commission’s letter Jing-Guan-Zheng-Shen-Zi No. 1090360805 and generally accepted auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the standalone financial statements. We are independent of GIGASTORAGE CORPORATION in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 standalone financial statements of GIGASTORAGE CORPORATION.
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These matters were addressed in the content of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2020 standalone financial statements of GIGASTORAGE CORPORATION were as follows:
Authenticity of revenues
As stated in Note 11 to the standalone financial statements, investments accounted for using the equity method of GIGASTORAGE CORPORATION amounted to $3,199,373 thousand, or 63% of total assets, as of December 31, 2020, and the shares of profits or losses of subsidiaries, affiliates and joint ventures accounted for using the equity method amounted to $77,380 thousand, or (15)% of net profits before tax from January 1, 2020 to December 31, 2020. The financial status and performance of its subsidiaries would significantly affect GIGASTORAGE CORPORATION.
The sales revenues of GIGASTORAGE CORPORATION and its subsidiaries are mainly from the sales of solar conductive plasma, which account for 83.03% of the consolidated revenues. The sales revenues of solar conductive plasma changed significantly in 2020 (see Note 23 of the consolidated financial statements), and the customer portfolio changed in the past two years, therefore, we have included the authenticity of the aforementioned revenues as a key audit matter.
We have performed the following key audit procedures:
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We assessed the effectiveness of the design and implementation of internal control practices related to sales transactions by understanding the related internal control systems and operating procedures related to the sales transaction cycle.
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To confirm the authenticity of revenue, we selected samples from the sales details, reviewed the original customer orders, shipping documents or export declarations and sales invoices, and examined whether there were any abnormalities in the receivable collections and the customers to whom the sales were made.
Emphasis Matter – Liquidity risk
As disclosed in Note 31 to the standalone financial statements, the financial position of GIGASTORAGE CORPORATION as of December 31, 2020, was subject to the liquidity risk of current liabilities exceeding current assets, and management has stated the specific measures
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taken in Note 31 to the standalone financial statements. We have not modified our audit opinion as a result.
Other Matters
The financial statements of certain equity-method investees have not been audited by us, but by other independent auditors. Therefore, of our opinions on the standalone financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors. As of December 31, 2020 and 2019, the above-mentioned investments under the equity method amounted to NT$1,040,119 thousand and NT$57,094 thousand, or 20.55% and 1.22% of total assets, respectively. The above-mentioned investment gain (loss) recognized under the equity method amounted to NT$293 thousand and NT$(2,816) thousand, representing 0.06% and 1.65% of the net profits (losses) before tax for the years ended December 31, 2020 and 2019, respectively.
The financial statements of certain equity-method investees prepared in accordance with different financial reporting framework have not been audited by us, but have been audited by other independent auditors in accordance with different auditing standards. The above-mentioned financial statements have been converted into adjusted financial statements that conform to the regulations governing the preparation of financial statements by securities issuers and we have performed the requisite audit procedures. Therefore, of our opinions on the standalone financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors and the result of additional audit procedures performed in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and relevant provisions of auditing standards generally accepted in the Republic of China. As of December 31, 2020 and 2019, the above-mentioned investments under the equity method amounted to $40,923 thousand and $49,653 thousand, or 0.81% and 1.07% of total assets, respectively, and the share of investment losses recognized under the equity method amounted to $6,406 thousand and $33,109 thousand, or 1.21% and 19.39% of net profits (losses) before tax, respectively, for the years ended December 31, 2020 and 2019.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Statements by Securities Issuers, and for such internal control as the management determines is
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necessary to enable the preparation of the standalone financial statements to be free from material misstatement whether due to fraud or error.
In preparing the standalone financial statements, the management is also responsible for assessing the ability of GIGASTORAGE CORPORATION as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate GIGASTORAGE CORPORATION or to cease operations, or has no other realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of GIGASTORAGE CORPORATION.
Auditor’s Responsibilities for the Audit of the standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted accounting principles will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with the generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also performed the following tasks:
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Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that iso sufficient and appropriate to provide a basis of audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in GIGASTORAGE CORPORATION.
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Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on GIGASTORAGE CORPORATION to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause GIGASTORAGE CORPORATION to cease as a going concern.
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Evaluate the overall presentation, structure, and content of the standalone financial statements (including related notes), whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of GIGASTORAGE CORPORATION to express an opinion on the standalone financial statements. We are responsible for the direction, supervision, and performance of the audit of GIGASTORAGE CORPORATION 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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2020 standalone financial statements of GIGASTORAGE CORPORATION and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
20
Deloitte & Touche Taipei, Taiwan Republic of China
March 31, 2021
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.
21
GIGASTORAGE CORPORATION
Standalone balance sheet
December 31, 2020 and 2019
Unit: NTD thousands
| Code 1100 1140 1150 1170 1180 1200 1210 1220 130X 1410 1476 1479 11XX 1510 1517 1550 1600 1755 1760 1780 1980 1990 15XX 1XXX |
Assets Current assets Cash (Notes 4 and 6) Contract assets – current (Notes 4, 21 and 32) Net notes receivable (Notes 4 and 9) Net accounts receivable (Notes 4, 9 and 21) Net accounts payable – related party (Notes 4, 9, 21 and 32) Other receivables (Notes 4 and 9) Net accounts receivable – related party (Notes 4, 9, 11 and 32) Current income tax assets (Notes 4 and 23) Inventories (Notes 4 and 10) Prepayments (Note 16) Other financial assets – current (Note 4 and 33) Other current assets (Notes 16, 33 and 34) Total current assets Non-current assets Financial assets at fair value through profit or loss – non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income – non-current (Notes 4 and 8) Investments accounted for using the equity method (Notes 4, 11, 32 and 33) Property, plant and equipment (Notes 4, 12, 32 and 33) Right-of-use assets (Notes 4, 13 and 32) Investment property (Notes 4 and 14) Intangible assets (Notes 4 and 15) Other financial assets – non-current (Notes 4 and 33) Other non-current assets (Notes 4, 16, 19, 33 and 34) Total non-current assets Total assets |
December 31,2020 | December 31,2020 | % 2 3 - 2 - - - - 1 7 - 5 20 - 1 63 8 1 3 - - 4 80 100 |
December 31,2019 | December 31,2019 | % 5 5 - 2 - - - - 1 8 3 - 24 - - 61 9 1 4 - - 1 76 100 |
Code 2100 2150 2170 2180 2200 2220 2230 2280 2321 2322 2323 2399 21XX 2540 2580 2645 25XX 2XXX 3110 3200 3310 3320 3350 3400 3XXX |
Liabilities and equity Current liabilities Short-term borrowings (Notes 17 and 33) Notes payable Accounts payable Accounts payable – related party (Note 32) Other payables (Note 34) Other payables – related party (Note 32) Current income tax liabilities (Notes 4 and 23) Lease liabilities – current (Notes 4, 13 and 32) Corporate bonds due or subject to exercise of right of sale within one year (Notes 4, 18 and 33) Long-term borrowings due within one year (Notes 17 and 33) Long-term payables due within one year Other current liabilities (Notes 21 and 32) Total current liabilities Non-current liabilities Long-term borrowings (Notes 17 and 33) Lease liabilities – non-current (Notes 4, 13 and 32) Deposits received Total non-current liabilities Total liabilities Equity (Notes 4, 20, 25 and 28) Capital stock Common stock capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings (accumulated profits or losses) Other equity Total equity Total liabilities and equity |
December 31,2020 | December 31,2020 | % 30 - 1 - 11 - - - - 2 - - 44 6 - - 6 50 56 5 - 3 11 ) 3) 50 100 |
December 31,2019 | December 31,2019 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 116,979 170,113 4,693 90,684 9,627 2,572 8,060 27 31,201 325,691 15,003 252,254 1,026,904 - 44,459 3,199,373 402,231 27,740 166,154 915 1,200 192,701 4,034,773 $ 5,061,677 |
Amount $ 227,251 240,042 2,570 85,891 2,455 1,707 32,816 189 37,327 361,881 127,081 515 1,119,725 2,473 10,210 2,854,354 429,735 31,617 182,470 1,648 197 29,527 3,542,231 $ 4,661,956 |
Amount $ 1,490,814 648 47,054 1,111 570,183 959 4,039 3,752 - 84,000 - 5,670 2,208,230 293,500 24,394 449 318,343 2,526,573 2,859,057 250,109 14,689 155,982 571,686 ) 173,047) 2,535,104 $ 5,061,677 |
Amount $ 937,961 2,941 49,066 7,513 53,210 852 - 4,066 1,199,038 34,000 30,524 4,109 2,323,280 127,500 27,775 1,458 156,733 2,480,013 2,059,057 211,927 - 23,784 146,887 259,712) 2,181,943 $ 4,661,956 |
% | |||||||||||||||
( ( |
( ( |
( |
( |
20 - 1 - 1 - - - 26 1 1 - 50 3 - - 3 53 44 5 - 1 3 6) 47 100 |
The accompanying notes are an integral part of the standalone financial statements. (Please refer to the audit report dated March 31, 2021 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
22
GIGASTORAGE CORPORATION
Standalone comprehensive income statement
January 1 to December 31, 2020 and 2019
(In thousand NT$, but net profits (losses) per share is in NT$)
| Code 4000 Net operating revenues (Notes 21 and 32) 5000 Operating costs (Notes 10, 22 and 32) 5900 Operating gross profits (losses) 5910 Unrealized profits on sales 5920 Realized sales profits 5950 Realized operating gross profits (losses) Operating expenses (Notes 9, 15, 22 and 32) 6100 Marketing expenses 6200 Administration expenses 6300 R&D expenses 6450 Expected credit (reversal gains) impairment losses 6000 Total 6500 Net other income and expenses (Note 34) 6900 Net operating losses Non-operating income and expenses 7100 Interest income (Note 22) 7010 Other income (Notes 22, 26 and 32) 7060 Share of profits or losses of subsidiaries, affiliates and joint ventures accounted for using the equity method (Notes 4 and 11) 7050 Financial costs (Notes 22 and 32) 7020 Other income and expenses (Notes 4, 12, 22 and 27) 7000 Total 7900 Net profits (losses) before tax 7950 Income tax expense (Notes 4 and 23) |
2020 | % 100 83 17 6 ) 3 14 2 22 10 - 34 77) 97) - 12 15 27 ) 3) 3) 100 ) 1) |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 530,454 438,594 91,860 31,685 ) 13,098 73,273 7,762 117,860 53,742 382) 178,982 409,885) 515,594) 173 63,044 77,380 140,283 ) 16,137) 15,823) 531,417 ) 4,058) |
Amount $ 500,512 540,535 40,023 ) 13,098 ) 13,144 39,977) 8,327 119,443 31,886 2,409 162,065 - 202,042) 526 35,431 60,833 30,764 ) 306,797 372,823 170,781 19,165) |
% | ||||||
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( ( |
100 108 8 ) 3 ) 3 8) 2 24 6 - 32 - 40) - 7 12 6 ) 61 74 34 4) |
23
| Code 8200 Net profits (losses) for the year Other comprehensive income 8310 Items not to be reclassified as profit or loss: 8311 Remeasurement of defined benefit plan 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8331 Remeasurement of defined benefit plans of subsidiaries recognized under the equity method 8336 Other comprehensive income of subsidiaries recognized under the equity method is measured at fair value. 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of financial statements of foreign operations 8381 Exchange differences on translation of financial statements of foreign operations of subsidiaries recognized under the equity method 8300 Other comprehensive income for the year (net after tax) 8500 Total comprehensive income for the year Net profits (losses) per share (Note 24) 9750 Basic 9850 Diluted |
2020 | % 101) - 6 1 ) 3 1 ) 1 8 93) |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 535,475) 60 ) 30,537 2,009 ) 14,167 1,950 ) 3,483 44,168 $ 491,307) $ 2.17) $ 2.17) |
Amount 151,616 41 5,474 ) 721 ) 15,213 ) 11,437 ) 21,249) 54,053) $ 97,563 $ 0.74 $ 0.62 |
% | ||||||
| ( ( ( ( ( ( ( |
( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( |
30 - 1 ) - 3 ) 3 ) 4) 11) 19 |
24
The accompanying notes are an integral part of the standalone financial statements. (Please refer to the audit report dated March 31, 2021 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh- Pyng
25
GIGASTORAGE CORPORATION
Standalone statement of changes in shareholders’ equity
January 1 to December 31, 2020 and 2019
| Code A1 Balance as of January 1, 2019 B13 Loss make-up from legal reserve C11 Loss make-up from capital surplus F1 Loss make-up from capital reduction D1 Net profits for 2019 D3 Other comprehensive income for 2019 D5 Total comprehensive income for 2019 M7 Changes in ownership interest in subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income by a subsidiary Z1 Balance as of December 31, 2019 Appropriation and distribution of 2019 earnings B1 Legal reserve B3 Special reserve E1 Cash capital increase N1 Share-based payment (Note 25) C7 Changes in affiliates and joint ventures recognized under the equity method D1 Net losses for 2020 D3 Other comprehensive income for 2020 D5 Total comprehensive income for 2020 H3 Organization restructuring M5 Disposal of equity in subsidiaries M7 Changes in ownership interest in subsidiaries (Note 28) Q1 Disposal of equity instruments at fair value through other comprehensive income Q1 Disposal of equity instruments at fair value through other comprehensive income by a subsidiary Z1 Balance as of December 31, 2020 |
Common stock capital $ 3,390,590 - - ( 1,331,533 ) - - - - - 2,059,057 - - 800,000 - - - - - - - - - - $ 2,859,057 |
Capital surplus $ 2,677,215 - 2,490,611 ) - - - - 25,323 - 211,927 - - 117,249 ) 1,432 1,935 - - - - 26,034 126,030 - - $ 250,109 |
Retained earnings | Unappropriated earnings (Accumulated profits or losses) ( $ 3,946,718 ) 124,574 2,490,611 1,331,533 151,616 ( 680) 150,936 - ( 4,049) 146,887 ( 14,689 ) ( 132,198 ) ( 6,248 ) - - ( 535,475 ) ( 2,069) ( 537,544) ( 6,659 ) - - ( 2,093 ) ( 19,142) ($ 571,686) |
Units: NTD thousands, unless otherwise stated Other equity Through other comprehensive income Foreign operations Measured at fair value Financial Statement Translation Financial assets Exchange difference Realized valuation gain (loss) Total equity ( $ 81,429 ) ( $ 128,959 ) $ 2,059,057 - - - - - - - - - - - 151,616 ( 32,686) ( 20,687) ( 54,053) ( 32,686) ( 20,687) 97,563 - - 25,323 - 4,049 - ( 114,115 ) ( 145,597 ) 2,181,943 - - - - - - - - 676,503 - - 1,432 - - 1,935 - - ( 535,475 ) 1,533 44,704 44,168 1,533 44,704 ( 491,307) - - ( 6,659 ) 15,258 3,935 45,227 - - 126,030 - 2,093 - - 19,142 - ($ 97,324) ($ 75,723) $ 2,535,104 |
Units: NTD thousands, unless otherwise stated Other equity Through other comprehensive income Foreign operations Measured at fair value Financial Statement Translation Financial assets Exchange difference Realized valuation gain (loss) Total equity ( $ 81,429 ) ( $ 128,959 ) $ 2,059,057 - - - - - - - - - - - 151,616 ( 32,686) ( 20,687) ( 54,053) ( 32,686) ( 20,687) 97,563 - - 25,323 - 4,049 - ( 114,115 ) ( 145,597 ) 2,181,943 - - - - - - - - 676,503 - - 1,432 - - 1,935 - - ( 535,475 ) 1,533 44,704 44,168 1,533 44,704 ( 491,307) - - ( 6,659 ) 15,258 3,935 45,227 - - 126,030 - 2,093 - - 19,142 - ($ 97,324) ($ 75,723) $ 2,535,104 |
Units: NTD thousands, unless otherwise stated Other equity Through other comprehensive income Foreign operations Measured at fair value Financial Statement Translation Financial assets Exchange difference Realized valuation gain (loss) Total equity ( $ 81,429 ) ( $ 128,959 ) $ 2,059,057 - - - - - - - - - - - 151,616 ( 32,686) ( 20,687) ( 54,053) ( 32,686) ( 20,687) 97,563 - - 25,323 - 4,049 - ( 114,115 ) ( 145,597 ) 2,181,943 - - - - - - - - 676,503 - - 1,432 - - 1,935 - - ( 535,475 ) 1,533 44,704 44,168 1,533 44,704 ( 491,307) - - ( 6,659 ) 15,258 3,935 45,227 - - 126,030 - 2,093 - - 19,142 - ($ 97,324) ($ 75,723) $ 2,535,104 |
Units: NTD thousands, unless otherwise stated Other equity Through other comprehensive income Foreign operations Measured at fair value Financial Statement Translation Financial assets Exchange difference Realized valuation gain (loss) Total equity ( $ 81,429 ) ( $ 128,959 ) $ 2,059,057 - - - - - - - - - - - 151,616 ( 32,686) ( 20,687) ( 54,053) ( 32,686) ( 20,687) 97,563 - - 25,323 - 4,049 - ( 114,115 ) ( 145,597 ) 2,181,943 - - - - - - - - 676,503 - - 1,432 - - 1,935 - - ( 535,475 ) 1,533 44,704 44,168 1,533 44,704 ( 491,307) - - ( 6,659 ) 15,258 3,935 45,227 - - 126,030 - 2,093 - - 19,142 - ($ 97,324) ($ 75,723) $ 2,535,104 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Foreign operations Financial Statement Translation Exchange difference ( $ 81,429 ) - - - - ( 32,686) ( 32,686) - - ( 114,115 ) - - - - - - 1,533 1,533 - 15,258 - - - ($ 97,324) |
||||||||||||
| Legal reserve $ 124,574 124,574 ) - - - - - - - - 14,689 - - - - - - - - - - - - $ 14,689 |
Special reserve $ 23,784 - - - - - - - - 23,784 - 132,198 - - - - - - - - - - - $ 155,982 |
|||||||||||
( |
( ( |
( |
( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
$ 2,059,057 - - - 151,616 54,053) 97,563 25,323 - 2,181,943 - - 676,503 1,432 1,935 535,475 ) 44,168 491,307) 6,659 ) 45,227 126,030 - - $ 2,535,104 |
The accompanying notes are an integral part of the standalone financial statements. (Please refer to the audit report dated March 31, 2021 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
26
GIGASTORAGE CORPORATION
Standalone cash flow statement
January 1 to December 31, 2020 and 2019
Unit: NTD thousands
| Code Cash flow from operating activities: A10000 Net profits (losses) before tax for the year A20000 Adjustments: A20010 Income or expenses having no effect on cash flows A20100 Depreciation expense A20200 Amortization expenses A20300 Expected credit (reversal gains) impairment losses A20400 Net loss (gain) on financial assets and liabilities at fair value through profit or loss A20900 Financial costs A21200 Interest income A21900 Share-based remuneration costs A22300 Share of profits or losses of subsidiaries, affiliates and joint ventures accounted for using the equity method A22500 Gain on disposal and scrapping of property, plant and equipment A23000 Gain on disposal of non-current assets held for sale A23200 Loss on disposal of investment accounted for using the equity method A23700 Impairment loss on non-financial assets A23800 Loss on decline in value of inventories (reversal gain) A23900 Unrealized profits on sales A24000 Realized sales profits A24100 Unrealized foreign currency exchange losses (gains) |
2020 ( $ 531,417 ) 51,504 733 ( 382 ) 62 140,283 ( 173 ) 527 ( 77,380 ) ( 475 ) - 444 7,046 3,608 31,685 ( 13,098 ) 1,227 |
2019 |
|---|---|---|
| $ 170,781 52,753 974 2,409 ( 425 ) 30,764 ( 526 ) - ( 60,833 ) ( 27,766 ) ( 285,716 ) - 159 ( 13,831 ) 13,098 ( 13,144 ) ( 2,957 ) |
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| Code A29900 Anticipated Litigation Damages (Note 34) A30000 Net changes in assets/liabilities related to operating activities. A31125 Contract assets A31130 Notes receivables A31150 Accounts receivables A31160 Accounts receivable – related party A31180 Other receivables A31190 Other receivables – related party A31200 Inventories A31230 Prepayments A31240 Other current assets A32130 Notes payable A32150 Accounts payable A32160 Accounts payable – related party A32180 Other payables A32190 Other payables – related party A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash inflow (outflow)from operating activities A33100 Interests received A33500 Income tax received (paid) AAAA Net cash inflow (outflow) from operating activities Cash flow from investment activities: B00010 Acquisition of financial assets measured at fair value through other comprehensive income B00020 Disposal of financial assets measured at fair value through other comprehensive income B00100 Acquisition of Financial assets at fair value through profit or loss B00200 Disposal of Financial assets at fair value through profit or loss B02300 Net cash inflow from disposal of subsidiaries B01800 Acquisition of investment accounted for using the equity method |
2020 409,885 69,929 ( 2,123 ) ( 2,074 ) ( 7,172 ) ( 958 ) 25,021 2,519 29,145 ( 1,854 ) ( 2,293 ) ( 3,463 ) ( 6,402 ) ( 2,162 ) 107 1,561 ( 2,684) 121,176 266 143 121,585 ( 3,816 ) 104 - 2,411 1,876 ( 456,151 ) |
2019 |
|---|---|---|
| - ( 240,042 ) ( 2,570 ) 31,792 12,863 2,501 248,987 23,268 ( 18,959 ) ( 254 ) 1,734 20,363 ( 2,966 ) 185 - ( 57,463 ) ( 10,150) ( 124,971 ) 450 ( 19,087) ( 143,608) - - ( 174 ) 7,468 - ( 39,111 ) |
- 28 -
| Code B02600 Proceeds from disposal of non-current assets held for sale B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03800 Decrease (increase) in refundable deposits B04500 Acquisition of intangible assets B06600 Decrease (increase) in other financial assets B06800 Decrease (increase) in other non-current assets B07600 Dividends received BBBB Net cash inflow (outflow) from investment activities Cash flow from financing activities: C00100 Increase (decrease) in short-term borrowings C01300 Repayment of corporate bonds C01600 Borrowing of long-term loans C01700 Repayment of long-term loans C03100 Decease in deposits received C04020 Repayment of lease principal C04600 Cash capital increase C05400 Acquisition of equity in subsidiaries C05500 Disposal of equity in subsidiaries (Note 28) C05600 Interests paid CCCC Net cash inflow (outflow) from financing activities DDDD Effect of exchange rate changes on cash EEEE Net decrease in cash E00100 Cash balance at the beginning of the year E00200 Cash balance at the end of the year |
2020 - ( 3,193 ) 475 ( 409,889 ) - 111,075 ( 1,161 ) 59,466 ( 698,803) 552,853 ( 1,236,360 ) 250,000 ( 34,000 ) ( 1,009 ) ( 3,695 ) 676,503 - 289,268 ( 24,236) 469,324 ( 2,378) ( 110,272 ) 227,251 $ 116,979 |
2019 |
|---|---|---|
| 570,980 ( 3,029 ) 29,047 33 ( 1,350 ) ( 40,256 ) 69 - 523,677 ( 177,626 ) - 170,000 ( 8,500 ) ( 465 ) ( 3,212 ) - ( 343,617 ) - ( 16,570) ( 379,990) ( 2,155) ( 2,076 ) 229,327 $ 227,251 |
The accompanying notes are an integral part of the standalone financial statements. (Please refer to the audit report dated March 31, 2021 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh- Pyng
- 29 -
Attachment 5
Independent auditor’s report
To the Board of Directors and Shareholders of GIGASTORAGE CORPORATION
Audit opinion
We have audited the consolidated balance sheet of GIGASTORAGE CORPORATION and its subsidiaries as of December 31, 2020 and 2019, and the consolidated comprehensive income statements, consolidated statement of changes in shareholders’ equity, consolidated cash flow statements, and notes to the consolidated financial statements (including significant accounting policies) for the years then ended.
In our opinion, based on our audits and the reports of other independent auditors (please refer to the Other Matters paragraph), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of GIGASTORAGE CORPORATION and its subsidiaries as of December 31, 2020 and 2019, and its consolidated financial performance and cash flows for the years ended December 31 2020 and 2019, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations endorsed and issued into effect by the Financial Supervisory Commission
The basis for opinions
We concluded our 2020 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards. We concluded our 2019 audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants, Financial Supervisor Commission’s letter Jing-Guan-Zheng-Shen-Zi No. 1090360805 dated February 25 2020 and generally accepted auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of GIGASTORAGE CORPORATION and its subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
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Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 consolidated financial statements of GIGASTORAGE CORPORATION and its subsidiaries. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2020 consolidated financial statements of GIGASTORAGE CORPORATION and its subsidiaries were as follows:
Authenticity of revenues
The sales revenues of GIGASTORAGE CORPORATION and its subsidiaries are mainly from the sales of solar conductive plasma, which account for 83.03% of the consolidated revenues. The sales revenues of solar conductive plasma changed significantly in 2020 (see Note 23), and the customer portfolio changed in the past two years, therefore, we have included the authenticity of the aforementioned revenues as a key audit matter.
We have performed the following key audit procedures:
-
We assessed the effectiveness of the design and implementation of internal control practices related to sales transactions by understanding the related internal control systems and operating procedures related to the sales transaction cycle.
-
To confirm the authenticity of revenue, we selected samples from the sales details, reviewed the original customer orders, shipping documents or export declarations and sales invoices, and examined whether there were any abnormalities in the receivable collections and the customers to whom the sales were made.
Emphasis Matter – Liquidity risk
As disclosed in Note 35 to the consolidated financial statements, the financial position of GIGASTORAGE CORPORATION as of December 31, 2020, was subject to the liquidity risk of current liabilities exceeding current assets, and management has stated the specific measures taken in Note 35 to the consolidated financial statements. We have not modified our audit opinion as a result.
Other Matters
The financial statements of certain equity-method investees have not been audited by us, but by other independent auditors. Therefore, of our opinions on the consolidated financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors. As of December 31, 2020 and 2019, the above-mentioned investments under the equity method amounted to NT$1,040,119 thousand and NT$57,094 thousand, or 6.64% and 0.4% of total assets, respectively. The above-mentioned
31
investment gain (loss) recognized under the equity method amounted to NT$293 thousand and NT$(2,816) thousand, representing 0.06% and 2.66% of the net profits (losses) before tax for the years ended December 31, 2020 and 2019, respectively.
The financial statements of certain subsidiaries included in the consolidated financial statements of GIGASTORAGE CORPORATION prepared in accordance with different financial reporting framework have not been audited by us, but have been audited by other independent auditors in accordance with different auditing standards. The financial statements of the aforementioned companies have been converted into adjusted financial statements that conform to the regulations governing the preparation of financial statements by securities issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations endorsed and issued into effect by the Financial Supervisory Commission, and we have performed the requisite audit procedures. Therefore, of our opinions on the consolidated financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors and the result of additional audit procedures performed in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and relevant provisions of auditing standards generally accepted in the Republic of China. As of December 31, 2020 and 2019, the above companies had total assets of $108,647 thousand and $120,551 thousand, representing 0.69% and 0.84% of the consolidated total assets. The operating revenues for the years ended December 31, 2020 and 2019 were $2,199 thousand and $15,295 thousand, representing 0.02% and 0.18% of consolidated operating revenues.
GIGASTORAGE CORPORATION has prepared its standalone financial statements for the years ended December 31, 2020 and 2019, and we have issued an unqualified audit opinion with emphasis of matter and other matters paragraphs on record for reference.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure material misstatement caused by fraud or error does not exist in the consolidated financial statements.
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In preparing the consolidated financial statements, the management is also responsible for assessing the ability of GIGASTORAGE CORPORATION and its subsidiaries as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate GIGASTORAGE CORPORATION and its subsidiaries or to cease operations, or has no other realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of GIGASTORAGE CORPORATION and its subsidiaries.
Auditor’s Responsibilities for the Audit of the consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted accounting principles will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also performed the following tasks:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit 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 internal control effective in GIGASTORAGE CORPORATION and its subsidiaries.
-
Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
33
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Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on GIGASTORAGE CORPORATION and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause GIGASTORAGE CORPORATION and its subsidiaries to cease as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including related notes), 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 or the entities or business activities of GIGASTORAGE CORPORATION and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit of GIGASTORAGE CORPORATION and its subsidiaries 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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2020 consolidated financial statements of GIGASTORAGE CORPORATION and its subsidiaries and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
34
Deloitte & Touche Taipei, Taiwan Republic of China
March 31, 2021
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.
35
GIGASTORAGE CORPORATION and subsidiaries
Consolidated balance sheet
December 31, 2020 and 2019
Unit: NTD thousands
| Code 1100 1140 1110 1150 1170 1180 1200 1210 1220 130X 1460 1410 1479 1476 11XX 1510 1517 1550 1600 1755 1760 1780 1840 1990 1980 15XX |
Assets Current assets Cash and cash equivalents (Notes 4 and 6) Contract assets – current (Notes 4, 23 and 36) Financial assets at fair value through profit or loss – current (Notes 4 and 7) Net notes receivable (Notes 4, 9, 18 and 37) Net accounts receivable (Notes 4, 9, 23 and 26) Net accounts payable – related party (Notes 4, 9, 23 and 36) Other receivables (Notes 4 and 9) Other receivables – related party (Notes 4, 9 and 36) Current income tax assets (Notes 4 and 25) Inventories (Notes 4, 10 and 35) Net non-current assets (or disposal groups) held for sale (Notes 4 and 30) Prepayments (Note 17) Other current assets (Notes 17 and 37) Other financial assets (Note 37) Total current assets Non-current assets Financial assets at fair value through profit or loss – non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income – non-current (Notes 4 and 8) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13, 36 and 37) Right-of-use assets (Notes 4 and 14) Investment property (Notes 4, 15 and 37) Intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 25) Other non-current assets (Notes 17, 36 and 37) Other financial assets – non-current (Note 37) Total non-current assets |
December 31,2020 | December 31,2020 | % 17 1 1 5 11 1 - - - 12 - 4 2 - 54 1 2 7 26 1 1 3 1 4 - 46 |
December 31,2019 | December 31,2019 | % 15 2 1 10 8 - 1 - - 11 - 6 - 1 55 4 2 4 29 1 1 1 1 1 1 45 |
Code 2100 2150 2170 2180 2200 2220 2230 2260 2280 2321 2322 2323 2399 21XX 2530 2540 2572 2580 2612 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3400 31XX |
Liabilities and equity Current liabilities Short-term borrowings (Notes 18 and 37) Notes payable Accounts payable Accounts payable – related party (Note 36) Other payables (Note 38) Other payables – related party (Note 36) Current income tax liabilities (Notes 4 and 25) Liabilities directly related to non-current assets (or disposal groups) held for sale (Notes 4 and 30) Lease liabilities – current (Notes 4 and 14) Corporate bonds due or subject to exercise of right of sale within one year (Notes 18 and 37) Long-term borrowings due within one year (Notes 18 and 37) Long-term notes and accounts payable due within one year Other current liabilities (Notes 10, 20, 23, 35 and 36) Total current liabilities Non-current liabilities Corporate bonds payable (Notes 19 and 37) Long-term borrowings (Notes 18 and 37) Deferred tax liabilities (Notes 4 and 25) Lease liabilities – non-current (Notes 4 and 14) Long-term payables Net defined benefit liabilities – non-current (Notes 4 and 21) Deposits received Total non-current liabilities Total liabilities Equity attributable to shareholders of the company (Notes 4, 22, 27 and 32) Capital stock Common stock capital Capital surplus Retained earnings Legal reserve Special reserve (Accumulated profits or losses) Unappropriated earnings Other equity Total shareholders’ equity of the company |
December 31,2020 | December 31,2020 | % 20 - 1 - 6 - - - - 11 2 1 8 49 - 13 - 1 - - - 14 63 18 2 - 1 4 ) 1) 16 |
December 31,2019 | December 31,2019 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 2,693,564 178,548 56,706 730,928 1,771,528 95,894 45,598 2,155 16,830 1,894,410 37,719 679,395 277,818 40,777 8,521,870 94,296 342,485 1,040,119 4,118,732 170,637 113,062 431,263 143,103 675,147 23,332 7,152,176 |
Amount $ 2,183,615 314,199 121,346 1,461,085 1,175,599 41,422 50,735 549 17,021 1,498,020 30,070 825,266 17,042 157,646 7,893,615 567,281 279,407 539,563 4,175,217 184,511 129,834 188,242 170,910 120,118 99,400 6,454,483 |
Amount $ 3,157,068 790 152,024 1,705 912,611 3,026 24,220 - 13,783 1,710,199 328,886 65,163 1,261,276 7,630,751 - 2,007,720 31,494 113,453 - 27,927 4,020 2,184,614 9,815,365 2,859,057 250,109 14,689 155,982 571,686 ) 173,047) 2,535,104 |
Amount $ 2,770,246 16,155 167,702 - 318,113 - 77,549 1,051 11,530 1,199,038 245,727 30,795 455,432 5,293,338 1,806,127 2,005,944 24,103 125,347 65,905 23,493 4,972 4,055,891 9,349,229 2,059,057 211,927 - 23,784 146,887 259,712) 2,181,943 |
% | |||||||||||||||
( ( |
( |
( |
19 - 1 - 2 - 1 - - 9 2 - 3 37 13 14 - 1 - - - 28 65 14 2 - - 1 2) 15 |
||||||||||||||||
| ( ( |
36
| 1XXX Total assets |
$ 15,674,046 |
100 |
$ 14,348,098 |
36XX Non-controlling interests (Notes 4, 22 and 32) 3XXX Total equity 100 Total liabilities and equity |
3,323,577 5,858,681 $ 15,674,046 |
21 37 100 |
2,816,926 4,998,869 $ 14,348,098 |
20 |
|---|---|---|---|---|---|---|---|---|
| 35 | ||||||||
| 100 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2021 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
37
GIGASTORAGE CORPORATION and subsidiaries
Consolidated comprehensive income statement
January 1 to December 31, 2020 and 2019
Unit: NTD thousands Net profits (losses) per share in NTD
| Code 4000 Net operating revenues (Notes 4, 23 and 36) 5000 Operating costs (Notes 10, 24 and 36) 5900 Operating gross profits 5910 Unrealized profits on sales 5950 Realized operating gross profits Operating expenses (Notes 9, 16 and 24) 6100 Marketing expenses 6200 Administration expenses 6300 R&D expenses 6450 Expected credit impairment loss 6000 Total 6500 Net other income and expenses (Note 38) 6900 Net operating losses Non-operating income and expenses 7100 Interest income (Note 24) 7010 Other income (Notes 15, 24, 28 and 36) 7060 Share of profits or losses of affiliates and joint ventures accounted for using the equity method (Notes 4 and 12) 7050 Financial costs (Note 24) 7020 Other gains and losses (Notes 13, 16, 19 and 24) 7000 Total 7900 Net profits (losses) before tax 7950 Income tax expense (Notes 4 and 25) |
2020 | ||
|---|---|---|---|
38
| Code 8200 Net profits (losses) for the year Other comprehensive income 8310 Items not to be reclassified as profit or loss: 8311 Remeasurement of defined benefit plan 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of financial statements of foreign operations 8399 Income tax related to items that may be reclassified (Note 25) 8300 Other comprehensive income for the year (net after tax) 8500 Total comprehensive income for the year Net profits (losses) attributable to: 8610 Shareholders of the company 8620 Non-controlling interests 8600 Total comprehensive income attributable to: 8710 Shareholders of the company 8720 Non-controlling interests 8700 Net profits (losses) per share (Note 26) 9750 Basic 9850 Diluted |
2020 | ||
|---|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
39
(Please refer to the audit report dated March 31, 2021 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh- Pyng
40
GIGASTORAGE CORPORATION and subsidiaries
Consolidated statement of changes in shareholders’ equity
January 1 to December 31, 2020 and 2019
| Code A1 Balance as of January 1, 2019 B13 Loss make-up from legal reserve C11 Loss make-up from capital surplus F1 Loss make-up from capital reduction D1 Net profits for 2019 D3 Other comprehensive income for 2019 D5 Total comprehensive income for 2019 M3 Disposal of subsidiaries M7 Changes in ownership interest in subsidiaries O1 Increase or decrease in non-controlling interests Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2019 Appropriation and distribution of 2019 earnings B1 Legal reserve B3 Special reserve O1 Cash dividends to shareholders of subsidiaries E1 Cash capital increase N1 Share-based payments C7 Changes in affiliates and joint ventures recognized under the equity method D1 Net losses for 2020 D3 Other comprehensive income for 2020 D5 Total comprehensive income for 2020 H3 Organization restructuring M5 Disposal of equity in subsidiaries M7 Changes in ownership interest in subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2020 |
Equityattributable to shar | eholders of the company | Total $ 2,059,057 - - - 151,616 54,053) 97,563 - 25,323 - - 2,181,943 - - - 676,503 1,432 1,935 535,475 ) 44,168 491,307) 6,659 ) 45,227 126,030 - $ 2,535,104 |
Units: NTD thousands, unless otherwise stated Non-controllinginterests Total equity $ 2,772,417 $ 4,831,474 - - - - - - ( 120,931 ) 30,685 ( 36,309) ( 90,362) ( 157,240) ( 59,677) ( 22,901 ) ( 22,901 ) ( 25,329 ) ( 6 ) 249,979 249,979 - - 2,816,926 4,998,869 - - - - ( 65,011 ) ( 65,011 ) - 676,503 - 1,432 1,759 3,694 ( 25,505 ) ( 560,980 ) 27,860 72,028 2,355 ( 488,952) 6,659 - 245,210 290,437 315,679 441,709 - - $ 3,323,577 $ 5,858,681 |
Units: NTD thousands, unless otherwise stated Non-controllinginterests Total equity $ 2,772,417 $ 4,831,474 - - - - - - ( 120,931 ) 30,685 ( 36,309) ( 90,362) ( 157,240) ( 59,677) ( 22,901 ) ( 22,901 ) ( 25,329 ) ( 6 ) 249,979 249,979 - - 2,816,926 4,998,869 - - - - ( 65,011 ) ( 65,011 ) - 676,503 - 1,432 1,759 3,694 ( 25,505 ) ( 560,980 ) 27,860 72,028 2,355 ( 488,952) 6,659 - 245,210 290,437 315,679 441,709 - - $ 3,323,577 $ 5,858,681 |
Units: NTD thousands, unless otherwise stated Non-controllinginterests Total equity $ 2,772,417 $ 4,831,474 - - - - - - ( 120,931 ) 30,685 ( 36,309) ( 90,362) ( 157,240) ( 59,677) ( 22,901 ) ( 22,901 ) ( 25,329 ) ( 6 ) 249,979 249,979 - - 2,816,926 4,998,869 - - - - ( 65,011 ) ( 65,011 ) - 676,503 - 1,432 1,759 3,694 ( 25,505 ) ( 560,980 ) 27,860 72,028 2,355 ( 488,952) 6,659 - 245,210 290,437 315,679 441,709 - - $ 3,323,577 $ 5,858,681 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock capital $ 3,390,590 - - 1,331,533 ) - - - - - - - 2,059,057 - - - 800,000 - - - - - - - - - $ 2,859,057 |
Capital surplus $ 2,677,215 - 2,490,611 ) - - - - - 25,323 - - 211,927 - - - 117,249 ) 1,432 1,935 - - - - 26,034 126,030 - $ 250,109 |
Retained earnings | Unappropriated earnings (Accumulated profits or losses) ( $ 3,946,718 ) 124,574 2,490,611 1,331,533 151,616 ( 680) 150,936 - - - ( 4,049) 146,887 ( 14,689 ) ( 132,198 ) - ( 6,248 ) - - ( 535,475 ) ( 2,069) ( 537,544) ( 6,659 ) - - ( 21,235) ($ 571,686) |
Other equity Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Exchange differences on translation of financial statements of foreign operations ( $ 81,429 ) ( $ 128,959 ) - - - - - - - - ( 32,686) ( 20,687) ( 32,686) ( 20,687) - - - - - - - 4,049 ( 114,115 ) ( 145,597 ) - - - - - - - - - - - - - - 1,533 44,704 1,533 44,704 - - 15,258 3,935 - - - 21,235 ($ 97,324) ($ 75,723) |
||||||||||||
| Exchange differences on translation of financial statements of foreign operations ( $ 81,429 ) - - - - ( 32,686) ( 32,686) - - - - ( 114,115 ) - - - - - - - 1,533 1,533 - 15,258 - - ($ 97,324) |
||||||||||||||||
| Legal reserve $ 124,574 124,574 ) - - - - - - - - - - 14,689 - - - - - - - - - - - - $ 14,689 |
Special reserve $ 23,784 - - - - - - - - - - 23,784 - 132,198 - - - - - - - - - - - $ 155,982 |
|||||||||||||||
( |
( ( |
( |
( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
$ 4,831,474 - - - 30,685 90,362) 59,677) 22,901 ) 6 ) 249,979 - 4,998,869 - - 65,011 ) 676,503 1,432 3,694 560,980 ) 72,028 488,952) - 290,437 441,709 - $ 5,858,681 |
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the audit report dated March 31, 2021 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
41
GIGASTORAGE CORPORATION and subsidiaries
Consolidated cash flow statement
January 1 to December 31, 2020 and 2019
Unit: NTD thousands
| Code Cash flow from operating activities: A10000 Net profits (losses) before tax for the year A20000 Adjustments: A20010 Income or expenses having no effect on cash flows A20100 Depreciation expense A20200 Amortization expense (including amortization of other non-current assets) A20300 Expected credit impairment loss A20400 Net loss (gain) on financial assets and liabilities at fair value through profit or loss A20900 Financial costs A21200 Interest income A21300 Dividend income A21900 Share-based remuneration costs A22300 Share of affiliates and joint ventures accounted for using the equity method A22500 Loss (gain) on disposal and scrapping of property, plant and equipment A23100 Gain on disposal of investment A23200 Loss (gain) on disposal of investment accounted for using the equity method A23000 Gain on disposal of non-current assets held for sale A23700 Impairment loss on non-financial assets A23800 Gain on reversal of loss on decline in value of inventories A23900 Unrealized profits in affiliated companies A24100 Unrealized foreign currency exchange losses (gains) A24200 Loss (gain) on repurchase of corporate bonds |
2020 ( $ 497,641 ) 310,427 12,365 26,563 3,750 272,427 ( 3,347 ) ( 1,008 ) 1,432 ( 293 ) 4,127 - 444 - 54,028 ( 23,657 ) 29,651 88,691 ( 444 ) |
2019 |
|---|---|---|
| $ 105,932 355,421 12,753 20,670 ( 203,513 ) 302,887 ( 44,981 ) - - ( 6,483 ) ( 33,174 ) ( 406,901 ) ( 90 ) ( 285,716 ) 26,497 ( 83,144 ) - 77,621 312,610 |
42
| Code A29900 Anticipated Litigation Damages (Note 38) A29900 Contingent Consideration Income A30000 Net changes in assets/liabilities related to operating activities. A31125 Contract assets A31130 Notes receivables A31150 Accounts receivables A31160 Accounts receivable – related party A31180 Other receivables A31190 Other receivables – related party A31200 Inventories A31230 Prepayments A31240 Other current assets A32130 Notes payable A32150 Accounts payable A32160 Accounts payable – related party A32180 Other payables A32190 Other payables – related party A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash inflow from operating activities A33100 Interests received A33500 Income tax paid AAAA Net cash inflow from operating activities Cash flow from investment activities: B00010 Acquisition of financial assets measured at fair value through other comprehensive income B00020 Disposal of financial assets measured at fair value through other comprehensive income B00100 Acquisition of Financial assets at fair value through profit or loss B00200 Disposal of Financial assets at fair value through profit or loss B01800 Acquisition of investment accounted for using the equity method B01900 Net cash inflow from disposal of affiliated enterprises B02000 Increase in prepayments for investments B02300 Net cash inflow from disposal of subsidiaries (Note 31) B02600 Proceeds from disposal of non-current assets held for sale (Note 30) |
2020 409,885 ( 20,549 ) 126,873 730,157 ( 586,426 ) ( 54,860 ) 13,511 ( 16,073 ) 356,520 97,447 ( 10,598 ) ( 15,365 ) ( 11,703 ) 937 63,456 ( 11,229 ) 102,974 ( 608) 1,451,864 3,629 ( 82,970) 1,372,523 ( 3,816 ) 12,177 ( 249,489 ) 352,051 ( 107,901 ) - ( 62,152 ) - - |
2019 |
|---|---|---|
| - - ( 314,199 ) 312,890 205,402 ( 69,169 ) ( 51,173 ) ( 7,517 ) 322,304 29,968 ( 16,257 ) 12,938 ( 98,718 ) - 47,305 - ( 12,810 ) ( 9,625) 501,728 50,182 ( 41,577) 510,333 ( 420 ) 9,647 ( 181,525 ) 35,860 ( 90,654 ) 14,800 - 849,807 570,980 |
43
| Code B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Increase in refundable deposits B04500 Acquisition of intangible assets B05000 Cash inflow from merger B06600 Decrease in other financial assets B06800 Decrease (increase) in other non-current assets B07600 Dividends received BBBB Net cash inflow (outflow) from investment activities Cash flow from financing activities: C00200 Increase (decrease) in short-term borrowings C01300 Repayment of corporate bonds C01600 Borrowing of long-term loans C01700 Repayment of long-term loans C01900 Decrease in other borrowings C03100 Decease in deposits received C04020 Repayment of lease principal C04600 Cash capital increase C05500 Disposal of equity in subsidiaries (Note 32) C05600 Interests paid C05800 Payment of cash dividends from non-controlling interests C05800 Change in non-controlling interests C09900 Other financing activities CCCC Net cash outflow from financing activities DDDD Effect of exchange rate changes on cash and cash equivalents EEEE Net increase (decrease) in cash and cash equivalents E00100 Balance of cash and cash equivalents at the beginning of the year E00200 Balance of cash and cash equivalents at the end of the year |
2020 ( 96,835 ) 9,709 ( 495,140 ) ( 650 ) 60,245 193,054 ( 288,815 ) 1,008 ( 676,554) 355,394 ( 1,358,908 ) 326,840 ( 249,498 ) ( 563 ) ( 952 ) ( 11,484 ) 676,503 290,437 ( 100,486 ) ( 65,011 ) - 1,222 ( 136,506) ( 49,555) 509,908 2,183,656 $ 2,693,564 |
2019 |
|---|---|---|
| ( 251,556 ) 41,425 ( 43,540 ) ( 1,350 ) - 251,969 26,094 - 1,231,537 ( 430,088 ) ( 4,177,852 ) 730,940 ( 391,500 ) - ( 529 ) ( 7,328 ) - - ( 148,308 ) - 249,973 - ( 4,174,692) 56,213 ( 2,376,609 ) 4,560,265 $ 2,183,656 |
44
Reconciliation of cash and cash equivalents at the end of the year
| C o d e E00210 Cash and cash equivalents in the balance sheet E00212 Cash and cash equivalents included in disposal groups to be sold E00200 Balance of cash and cash equivalents at the end of the year |
2020 $ 2,693,564 - $ 2,693,564 |
2019 | ||
|---|---|---|---|---|
| $ 2,183,615 41 $ 2,183,656 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2021 of Deloitte and Touche)
Chairman: Chen, Chi-Ming Manager: Chen, Chi-Ming
Accounting Supervisor: Tsai, Jyh- Pyng
45
Attachment 6
GIGASTORAGE CORPORATION The 2020 Deficit Compensation Table
| Unit: NT$ | Unit: NT$ |
|---|---|
| Item | Amount |
| Undistributed earnings of previous year | 0 |
| Remeasurement of defined benefit plan | (2,068,678) |
| Cash increase in capital issuance at a discount | (6,248,719) |
| 2020 net losses | (535,475,030) |
| Dispose of equity instruments measured at fFVTOCI | (2,092,759) |
| Subsidiary disposes of equity instruments measured at FVTOCI |
(19,141,268) |
| Reorganization adjustment | (6,658,690) |
| Deficit to be compensated at the end of 2020 | (571,685,144) |
Chairman: Chen, Chi-Ming Manager: Chen, Chi-Ming Accounting Supervisor: Tsai, Jyh- Pyng
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Attachment 7
GIGASTORAGE CORPORATION Comparison Table for Articles of Incorporation Before and After Revision
| Revision | |||
|---|---|---|---|
| 2021.06.25 | |||
| Article No. |
Article Before Revision | Article After Revision | Remarks |
| Article 7 |
The share certificates of the Company shall without exception be in registered form,numbered, and affixed with the signatures or personal seals of over 3 directors representing the company. Also, the share certificates shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. Also,the share certificates shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance.Shares issued by the Company may not be in certificate form but shall be placed under the custody of a centralized securities custody enterprise. |
The share certificates of the Company shall without exception be in registered form ad issuedin accordance with the relevant laws and regulations. For the shares to be issued by a company, the issuing companymay be exempted from printing any share certificate for the shares issued. A company not printing its share certificatein accordance with the provision of the preceding paragraph shallregister the issued shares with a centralized securities depositary enterpriseand follow the regulations of that enterprise. |
Compliance with the company's actual operation and to revise the company's provisions for issuing stocks |
| Article 13 |
A notice for convening a regular shareholders’ meeting shall be given thirty (30) days before the meeting. A notice for convening a special shareholders’ meeting shall be given fifteen (15) days prior to the meeting. The notice shall specify the date, the place and the subject(s) of the meeting. The notice of the shareholders’ meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement. |
A notice for convening a regular shareholders’ meeting shall be given thirty (30) days before the meeting. A notice for convening a special shareholders’ meeting shall be given fifteen (15) days prior to the meeting. The notice shall specify the date, the place and the subject(s) of the meeting. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement. A company whose shareholders may exercise their voting power in writing or by way of electronic transmission in a shareholders' meeting shall describe in the shareholders’meeting notice the |
Compliance with the revision of the Company Act and actual operation of the company. |
-47-
| method of exercising their voting power, in accordance with relevant laws and regulations. |
|||
|---|---|---|---|
| Article 24 |
The company shall appoint 1 president, as well as several vice presidents and assistant vice presidents. The appointment of managers shall be in accordance with decisions resolved by more than 50% of the directors attending a meeting. The remuneration of the company’s managers shall be distributed in accordance with Article 29of the CompanyAct. |
The company may appoint managers. The appointment, discharge, andthe remuneration of managers shall be in accordance with Article 29 of the Company Act. |
Compliance with the revision of the Company Act and actual operation of the company. |
| Article 25 |
President shall operate the company's business in accordance with the resolutions of the board of directors. |
Deleted. | |
| Article 29 |
If there are earnings in the Company’s annual final accounts, they shall be distributed in the following order: I. After paying profit‐seeking enterprise income tax II. as well as making up losses of the previous years, III. the Company shall first set aside ten percent (10%) of said earnings as legal reserve. Where such legal reserve amounts to the total authorized capital, this provision shall not apply. IV. Thereafter, the Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. V. Any balance of the earnings together with the previous earnings which has not been distributed shall be distributed in accordance with the board of director’s proposal. The Company’s current industrial environment is changeable. In order toalign with capital planning and meet shareholders’ cash flow expectations,thepercentage of |
If there are earnings in the Company’s annual final accounts, they shall be distributed in the following order: I. After paying profit‐seeking enterprise income tax II. as well as making up losses of the previous years, III. the Company shall first set aside ten percent (10%) of said earnings as legal reserve. Where such legal reserve amounts to the total authorized capital, this provision shall not apply. IV. Thereafter, the Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. V. Any balance of the earnings together with the previous earnings which has not been distributed shall be distributed in accordance with the board of director’s proposal. When providing the special surplus pursuant to laws, the Company shall, before distributing the earnings, set aside the special reserve in the same amount from |
Amended in response to the FSC’s decree and establishment of corporate governance practices |
-48-
| annual cash dividends shall not be less than 10% of the total amount of cash and stock dividends paid in the current year. |
the undistributed earnings in the previous period to cover the deficit in the“net increase in fair value of investment property accumulated in the previous period”and“net deductions from other equity accumulated in the previous period,”if any. Where the same still cannot cover the deficit, additional legal reserves shall be set aside from the current net profit after tax plus the items other than the current net profit after tax and current undistributed earnings to cover the deficit in full. As for the company’s current industrial environment is changeable, the Company's dividends policy is to pay dividends from surplus considering factors such as the Company's current and future investment environment, cash requirements, domestic and overseas competitive conditions and capital budget requirements, and taking into account the shareholders'interest, maintenance of a balanced dividend and the Company's long term financial plan If the retained earnings available for distribution of the current year reach 5% of the paid in capital of the Company, no less than 20% of the retained earnings available for distribution of the current year shall be distributed as dividend. If the retained earnings available for distribution of the current year do not reach 5% of the paid in capital of the Company, the Company may distribute no dividends. The cash portion of the dividends shall not be less than20% of the total dividends in the form of cash and stock. The dividends distribution ratio in the preceding paragraph could be adjusted taking into consideration finance, business and operations, etc. |
||
|---|---|---|---|
-49-
| Article 34 |
With the consent of the promoters in the promoters’ meeting, the Articles of Incorporations were duly stipulated on March 17, 1997. The Articles were duly amended on April 14, 1997 as the 1st amendment. (Omitted) The 16th amendment was made on June 22, 2015. The 17th amendment was made on June 23, 2016. The 18th amendment was made on June 21, 2017. The 19th amendment was made on June 9, 2020. |
With the consent of the promoters in the promoters’ meeting, the Articles of Incorporations were duly stipulated on March 17, 1997. The Articles were duly amended on April 14, 1997 as the 1st amendment. (Omitted) The 16th amendment was made on June 22, 2015. The 17th amendment was made on June 23, 2016. The 18th amendment was made on June 21, 2017. The 19th amendment was made on June 9, 2020.The 20th amendment was made on June 25, 2021. |
To add the amended date |
|---|---|---|---|
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Attachment 8
GIGASTORAGE CORPORATION
Procedures for the Election of Directors
Set forth again on June 25, 2021
- Article 1: To ensure a just, fair and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, the election of directors shall be conducted in accordance with these Procedures.
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Article 2: The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
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I. Basic requirements and values: gender, age, nationality, and culture.
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II. Professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills and industry experience.
Each board member shall have the necessary knowledge, skill and experience to
perform their duties; the abilities that must be present in the board as a whole are as follows:
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I. The ability to make judgments about operations.
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II. Accounting and financial analysis ability.
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III. Business management ability.
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IV. Crisis management ability.
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V. Knowledge of the industry.
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VI. An international market perspective.
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VII. Leadership ability.
VIII.Decision-making ability.
The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.
- Article 3: The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of
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Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
- Article 4: Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. Shareholders shall elect independent directors from among the those listed in the slate of director candidates, with independent and non-independent directors elected at the same time, but in separately calculated numbers.
For election of directors, the company whose shareholders may exercise their voting power by way of electronic transmission in a shareholders' meeting shall describe in the shareholders’ meeting notice the method of exercising their voting power.
When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders’ meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s Articles of Incorporation, this Corporation shall call a special shareholders’ meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders’ meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
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Article 5: The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected and may be cast for a single candidate or split among multiple candidates.
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Article 6: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting
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rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of the voting shareholders.
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Article 7: The number of directors will be as specified in this Corporation's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest number of votes will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
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Article 8: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
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Article 9: A ballot is invalid under any of the following circumstances:
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I. The ballot was not prepared by a person with the right to convene.
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II. A blank ballot is placed in the ballot box.
III. The writing is unclear and indecipherable or has been altered.
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IV. The candidate whose name is entered in the ballot does not conform to the director candidate list.
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V. Other words or marks are entered in addition to the number of voting rights allotted.
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Article 10: The voting rights shall be calculated on site immediately after the end of the poll and the results of the calculation, including the list of persons elected as directors and the number of votes with which they were elected, shall be announced by the chair on the site.
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The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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Article 11: With regard to the matters not provided for in these Procedures, the Company Act
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and other regulations shall govern.
- Article 12: These Procedures and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.
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Attachment 9
GIGASTORAGE CORPORATION Comparison Table for Rules of Procedure for Shareholders’ Meetings Before and After Revision
2021.06.25 Article Articles Before Revision Articles after Revision Explanation No. 8 1. is omitted. 1. is omitted The chair shall call the meeting to The chair shall call the meeting to In order to order at the appointed meeting time. order at the appointed meeting time, improve However, when the attending and announce relevant information corporate shareholders do not represent a such as number of no voting right and governance majority of the total number of issued number of issues attended at the and protect shares, the chair may announce a meeting at the same time. However, the rights postponement, provided that no more when the attending shareholders do and interests than two such postponements, for a not represent a majority of the total of combined total of no more than one number of issued shares, the chair shareholders hour, may be made. If the quorum is may announce a postponement, , the not met after two postponements and provided that no more than two such paragraph 2 the attending shareholders still postponements, for a combined total is amended. represent less than one third of the of no more than one hour, may be total number of issued shares, the made. If the quorum is not met after chair shall declare the meeting two postponements and the attending adjourned. shareholders still represent less than one third of the total number of issued shares, the chair shall declare the Omitted. meeting adjourned. Omitted. 13 The election of directors at a The election of directors at a In order to shareholders’ meeting shall be held in shareholders meeting shall be held in improve accordance with the applicable accordance with the applicable corporate election and appointment rules election and appointment rules governance adopted by this Corporation, and the adopted by this Corporation and the and protect voting results shall be announced voting results shall be announced the rights on-site immediately, including the on-site immediately, including the and interests names of those elected as directors names of those elected or not elected of and the numbers of votes with which as directors and the numbers of votes shareholders, they were elected. with which they were elected. the The ballots for the election referred to The ballots for the election referred to paragraph 1 in the preceding paragraph shall be in the preceding paragraph shall be is amended. sealed with the signatures of the sealed with the signatures of the monitoring personnel and kept in monitoring personnel and kept in proper custody for at least one year. proper custody for at least one year. If, however, a shareholder files a If, however, a shareholder files a lawsuit pursuant to Article 189 of the lawsuit pursuant to Article 189 of the Company Act, the ballots shall be Company Act, the ballots shall be retained until the conclusion of the retained until the conclusion of the
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litigation. litigation.
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Appendix 1
GIGASTORAGE CORPORATION Articles of Incorporation (Before Revision)
Chapter 1 General Provisions
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Article 1: The company is organized in accordance with the Company Act of R.O.C. and named
國碩科技工業股份有限公司in the Chinese language. The company Name in English shall be GIGASTORAGE CORPORATION (hereinafter referred to as the "Company"). -
Article 2: The lines of business of the company shall include the following:
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I. CC01110 Computer and Peripheral Equipment Manufacturing
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II. F401010 International Trade
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III. CC01120 Data Storage Media Manufacturing and Duplicating
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IV. I501010 Product Designing
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V. F108031 Wholesale of Medical Devices
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VI. F208031 Retail Sale of Medical Apparatus
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VII. CC01080 Electronics Components Manufacturing
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VIII.F119010 Wholesale of Electronic Materials
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IX. F219010 Retail Sale of Electronic Materials
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X. IG03010 Energy Technical Services
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XI. D101040 Non-Public Electric Power Generation
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XII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3: The company shall have its registered head office in Hsinchu County, Taiwan, where necessary and with a resolution to do so by the Board of Directors (hereinafter referred to as the “Board”), set up branch offices either within or outside the territory of the Republic of China.
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Article 4: The public announcement is based on Article 28 of the Company Act.
Chapter 2 Shares
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Article 5: The total capital amount of the Company is authorized at five billion New Taiwan dollars (NT$5,000,000,000), which consists of five hundred million (500,000,000) common shares with a par value of ten New Taiwan dollars (NT$10) per share. The shares can be issued in installments. The board of directors may resolve to issue the shares which have never been issued when needed.
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The total capital amount mentioned in the preceding paragraph shall reserve two hundred million New Taiwan dollars (NT$200,000,000) separated into twenty million (20,000,000) shares with a par value of ten New Taiwan dollars (NT$10) per share. The reserved shares shall be used for issuing share subscription warrant in installments upon the resolution of the board of directors.
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Article 5.1: Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive shares bought back by the Company. Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive share subscription warrant issued by the Company.
- Employees of parents or subsidiaries of the Company meeting certain specific
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requirements are entitled to receive new shares issued by the Company. Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive restricted stock awards issued by the Company.
The Board of Directors is authorized to set the conditions.
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Article 6: The Company may reinvest in other enterprises as deemed necessary for its business operations, and its total re-investment in other enterprises shall not be subject to the restriction of not more than forty percent (40%) of the Company’s ‐
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paid in capital prescribed in Article 13 of the Company Act.
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Article 7: The share certificates of the Company shall without exception be in registered form and affixed with the signatures or personal seals of over 3 directors representing the company. Also, the share certificates shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. The share certificates of the Company shall without exception be in registered form and affixed with the signatures or personal seals of the director representing the company. Also, the share certificates shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. Shares issued by the Company may not be in certificate form but shall be placed under the custody of a centralized securities custody enterprise.
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Article 8: Share affairs shall be handled pursuant to the Regulations Governing the Administration of Shareholder Services of Public Companies.
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Article 9: Deleted.
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Article 10: The shareholders’ names and the share transfer shall be registered within 30 days prior to the convening date of a regular shareholders' meeting, or within 15 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
Chapter 3 Shareholders' Meetings
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Article 11: Shareholders’ meetings of the company are of two kinds; Unless otherwise specified by the Company Act, the general meeting of the shareholders should be convened by the Board.
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I. The regular meeting of shareholders shall be convened within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown.
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II. Extraordinary shareholders’ meetings may be called whenever necessary.
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Article 12: The chairman of the board of directors shall preside the shareholders’ meetings. In case the or an executive director is on leave or unable to exercise his/her functional duties for any reason, a shareholder shall be designated to act in his/her behalf; and if no representative is so designated, the representative shall be elected by the shareholders from among themselves.
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Article 13: A notice for convening a regular shareholders’ meeting shall be given thirty (30) days before the meeting. A notice for convening a special shareholders’ meeting shall be given fifteen (15) days prior to the meeting. The notice shall specify the date, the place and the subject(s) of the meeting. The notice of the shareholders’ meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement.
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Article 14: A shareholder may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney starting with the signatures or personal
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seals therein for the scope of power authorized to the proxy. Shareholders attended by proxy shall be subject to Article 177 of the Company Act and also to “the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” issued by the competent authority.
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Article 15: Except for when the shares are restricted shares or are deemed non-voting shares under Article 179 of the Company Act., shareholders of the company shall be entitled to one vote for each share held at the shareholders’ meetings.
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Article 16: Unless otherwise provided by the Company Act, a resolution of the shareholders’ meeting shall be adopted by a majority votes of the shareholders present, who represent a majority of the total issued shares.
Chapter 4 Directors
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Article 17: The Company shall have 9 to 11 directors and to be elected by the shareholders’ meeting from among candidates with disposing capacity. For the company, if the percentage of shareholdings of all the directors selected is subject to the provisions separately prescribed by the competent authority in charge of securities affairs.
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Since the 8th BOD, in case a candidates nomination system is adopted by a company for election of the directors of the company; and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates, in accordance with Article 192-1 of the Company Act. The company shall appoint independent directors, not less than three in number and not less than one-fifth of the total number of directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, methods of nomination and other matters for compliance with respect to Independent Directors shall be followed in accordance with the Rules for election of Directors and relevant laws.
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Article 17.1: The Company shall establish an Audit Committee according to Article 14‐ 4 of the Securities and Exchange Act.
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Article 18: The board of directors is organized by the directors and shall have the following authorities:
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I. To submit an operating plan.
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II. To propose surplus earnings distribution or loss make‐ up plans
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III. To propose increase or decrease of the capital amount.
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IV. To enact major articles of incorporation and rules for the organization of the Company.
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V. To appoint and dismiss the managerial officers of the Company.
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VI. To establish and terminate the branch offices.
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VII. To determine the budget and review the final accounts.
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VIII.Other authorities granted by the resolution of the shareholders’ meetings or in accordance with the Company Act.
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Article 19: The chairman of the board of directors shall be elected by a majority of directors in attendance at the meeting attended by at least two‐ third of the directors. The chairman of the board of directors shall represent the Company externally.
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Article 20: Unless otherwise provided by the Company Act, meetings of the board of directors shall be called and chaired by its Chairman. Unless otherwise provided by the Company Act., the resolutions of the board of directors shall be adopted by
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a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the Company.
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The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The Board of Directors of the company could be convened in line with the Company Act, in writing or via email or fax and a meeting notice shall be sent to directors.
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Article 21: When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the chairperson shall appoint one of the managing directors to act or if there are no managing directors, one of the directors shall be appointed to act as chair. Directors shall attend board meetings in person. A director unable to attend in person may appoint another director to attend the meeting in his or her place. The proxy referred to the preceding paragraph may be the appointed proxy of only one person.
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Article 22: Article deleted
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Article 23: The board of the directors is authorized to determine the remuneration or salaries for the directors, in performing functional duties, taking into account the extent of his/her participation and contribution to the Company and with reference to the normal standard of the industry regardless of profit or loss of the Company. If the company has profits, it will also distribute remuneration in accordance with the provisions of Article 28-1. The company may purchase the liability insurance for the directors.
Chapter 5 Managerial Officers
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Article 24: The company shall appoint 1 president, as well as several vice presidents and assistant vice presidents. The appointment of managers shall be in accordance with decisions resolved by more than 50% of the directors attending a meeting. The remuneration of the company’s managers shall be distributed in accordance with Article 29 of the Company Act.
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Article 25: President shall operate the company's business in accordance with the resolutions of the board of directors.
Chapter 6 Accounting
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Article 26: The fiscal year for the company shall be from January 1 of each year to December 31 of the same year. A business must close its books at the end of the fiscal year.
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Article 27: At the end of each fiscal year, the board of directors of the Company shall prepare the following documents, which shall be submitted to the Audit Committee for auditing thirty (30) days prior to the regular shareholders’ meeting pursuant to Article 228 of the Company Act. The Audit Committee shall submit the auditing report to the shareholders' meeting for approval. However, the Securities and Exchange Act or other laws shall be followed if they have been regulated in some other ways.
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I. Business Report;
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II. Financial Statements;
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III. Proposal Concerning Appropriation of Earnings or Covering of Losses.
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Article 28: The distribution of dividends and bonuses shall be based on the proportion of shares held by each shareholder. When the company has no surplus, no dividends
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and bonuses shall be distributed.
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Article 28.1 The Company shall distribute 4% to 8% of profit of the current year as employees’ compensation and not higher than 3% of profit of the current year as the directors’ compensation. However, if the Company still has accumulated losses, it shall first deduct the amount of accumulated losses before calculating the appropriation on the balance.
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Employee remuneration and special incentives can be paid in stock or cash, and recipients of such payments may include employees of affiliated companies who meet certain conditions.
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Matters regarding remuneration of directors and employees shall be handled in accordance with the relevant laws and regulations and shall be determined by the board of directors.
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Article 29: If there are earnings in the Company’s annual final accounts, they shall be distributed in the following order:
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I. After paying profit‐ seeking enterprise income tax
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II. as well as making up losses of the previous years,
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III. the Company shall first set aside ten percent (10%) of said earnings as legal reserve. Where such legal reserve amounts to the total authorized capital, this provision shall not apply.
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IV. Thereafter, the Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations.
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V. Any balance of the earnings together with the previous earnings which has not been distributed shall be distributed in accordance with the board of director’s proposal.
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The Company’s current industrial environment is changeable. In order to align with capital planning and meet shareholders’ cash flow expectations, the percentage of annual cash dividends shall not be less than 10% of the total amount of cash and stock dividends paid in the current year.
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Article 30: Profit appropriation is distributed to those who are entitled as shareholders in the shareholders' roster five (5) days prior to the record (base) date scheduled to distribute dividends and bonuses.
Chapter 7 Supplementary Provisions
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Article 31: The Company may act as a guarantor externally as required for business in accordance with the government’s regulation.
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Article 32: The Company’s organizational regulations and operational rules shall be separately enacted.
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Article 33: Any matters insufficiently provided for in the Articles of Incorporation shall be handled in accordance with the Company Act.
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Article 34: With the consent of the promoters in the promoters’ meeting, the Articles of Incorporations were duly stipulated on March 17, 1997. The Articles were duly amended on April 14, 1997 as the 1st amendment. (Omitted) The 13th amendment was made on June 25, 2010. The 14th amendment was made on June 28, 2011. The 15th amendment was made on June 18, 2013. The 16th amendment was made on June 22, 2015. The 17th amendment was made on June 23, 2016. The 18th amendment was made on June 21, 2017.
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The 19th amendment was made on June 9, 2020.
GIGASTORAGE CORPORATION
Chairman: Chen, Chi-Ming
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Appendix 2
GIGASTORAGE CORPORATION Rules of Procedure for Shareholders’ Meetings (Before Revision)
Approved by the Shareholders’ Meeting on June 9, 2020.
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I. The rules of procedures for this Corporation's shareholders’ meetings, except as otherwise provided by law, regulation or the Articles of Incorporation, shall be as provided in these Rules.
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II. This Corporation shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance and other matters for attention.
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The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
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Shareholders and their proxies (hereinafter referred to collectively as "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
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This Corporation shall furnish the attending shareholders with an attendance book to sign or attending shareholders may hand in a sign-in card in lieu of signing in. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
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When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent him/her in the meeting.
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III. Unless otherwise provided by law or regulation, this Corporation's shareholders’ meetings shall be convened by the board of directors.
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This Corporation shall prepare electronic versions of the shareholders’ meeting notice and proxy forms and the origins of and explanatory materials related to all proposals, including proposals for ratification, matters for deliberation or the election or dismissal of directors or supervisors and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders’ meeting or 15 days before the date of a special shareholders’ meeting. This Corporation shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders’ meeting or 15 days before the date of the special shareholders’ meeting. In addition, 15 days before the date of the shareholders’ meeting, this Corporation shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
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The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act. Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders’ meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided the proposal containing more than one item will be included in the meeting agenda of the Board of Directors. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the book closure date before a regular shareholders’ meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders’ meeting and take part in the discussion of the proposal.
Prior to the date for issuance of notice of a shareholders’ meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
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IV. The venue for a shareholders’ meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
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V. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on
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leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders’ meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
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This Corporation may appoint its attorneys, certified public accountants or related persons it has retained to attend a shareholders’ meeting in a non-voting capacity.
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VI. A shareholder may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy.
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A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than 5 days prior to the meeting date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
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After the service of the power of attorney of a proxy to the company, in case the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or to exercise his/her/its voting power in writing or by way of electronic transmission , a proxy rescission notice shall be filed with the company two days prior to the date of the shareholders’ meeting as scheduled in the shareholders’ meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
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VII. This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
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The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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VIII. Attendance at shareholders ‘meetings shall be calculated based on number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time. However,
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when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
- IX. If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders and then continue the meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote and schedule sufficient time for voting.
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X. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
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A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to not have spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the
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shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
- XI. Voting at a shareholders meeting shall be calculated based the number of shares. The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.
A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
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XII. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
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When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
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A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
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After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles
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of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number
of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting and a record made of the vote.
- XIII. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation and the voting results shall be announced on-site immediately, including the names of those elected or not elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
- XIV. Matters related to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.
- XV. On the day of a shareholders’ meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders’ meeting constitute material
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information under applicable laws or regulations or under the Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
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XVI. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
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XVII. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
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The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor.”
At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
- XVIII. These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
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Appendix 3
GIGASTORAGE CORPORATION Shareholdings of All Directors
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I. The paid-up capital of the Company stands at NT$ 2,859,056,890 with 285,905,689 shares.
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II. According to Article 26 of the Securities and Exchange Act, the total minimum number of shares required to be held by the directors: 12,000,000 shares.
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III. As of the book closure date (2021/4/27) for the 2021AGM, shareholding information of all directors and was as follows:
| Title | Name | Date Elected |
Term | Shareholdings while elected |
Shareholdings while elected |
As of the book closure date, shareholding information of directors |
As of the book closure date, shareholding information of directors |
|---|---|---|---|---|---|---|---|
| Number of shares held |
Sharehold ings % |
Number of shares held |
Shareholdi ngs % |
||||
| Chairma n |
Chen, Chi-Ming | 2019.6.25 | 3 years | 6,995,655 |
2.06% |
5,178,361 |
2.51% |
| Director | Chen, Su-Hui |
2019.6.25 | 3 years | 5,559,199 |
1.64% |
3,676,022 |
1.79% |
| Director | Chen, Chi-Hsing | 2019.6.25 | 3 years | 1,291,801 |
0.38% |
729,836 |
0.35% |
| Director | Chen, Wen-Chih (Note 2) |
2019.6.25 | 3 years | 824,668 |
0.24% |
Not applicable | Not applicable |
| Director | Huang, Wen-Jui | 2019.6.25 | 3 years | 1,771,777 |
0.52% |
1,122,680 |
0.55% |
| Director | Hsieh, Chin-Yuan | 2019.6.25 | 3 years | 1,414,251 |
0.42% |
858,854 |
0.42% |
| Indepen dent Director |
Wang, Ming-Lang |
2019.6.25 | 3 years | 40,531 |
0.01% |
24,613 |
0.01% |
| Indepen dent Director |
Chien, Jui-Yao |
2019.6.25 | 3 years | 0 |
0.00% |
0 |
0.00% |
| Indepen dent Director |
Chen, Chun-Liang |
2019.6.25 | 3 years | 0 |
0.00% |
0 |
0.00% |
| Total | 17,897,882 | 5.27% |
12,091,175 |
5.87% |
Note 1: In compliance with legal requirements, the Company has set up an Audit Committee. Therefore, it is not applicable to state the number of shares required to be held by the supervisors
Note 2: Designation Date: 2021/4/6
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