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HIWIN AGM Information 2022

Aug 12, 2022

51962_rns_2022-08-12_9a56d8ab-4192-486f-bcf9-ed9bb3e766bb.pdf

AGM Information

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Stock Code: 2049

HIWIN Technologies Corp. Handbook for the 2022 Annual Meeting of Shareholders

Time: June 27, 2022(Monday), 9:00 am Place: No. 46, Gongyequ 37th Rd., Xitun Dist., Taichung City

1

DISCLAIMER

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2022 ANNUAL GENERALMEETING (THE “HANDBOOK”) OF HIWIN TECHNOLOGIES CORP. (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

2

Table of Contents

Table of Contents Table of Contents Table of Contents
I. Meeting Procedure…………................................... P4
II. Meeting Agenda P5
1. Report on Company Affairs…………………………..… P6
2. Adoptions………………………………………………… P7
3. Proposed Resolutions…….....………………………..….. P8-9
4. Election…………………………………………………... P10
5. Other motion……………...……………………………… P11
6. Questions and Motions…………………..………………. P12
III. Attachments
1. 2021 Business Report……………………………………. P13-14
2. Audit Committee’s Review Report P15
3. Independent accountants’ audit report and consolidated
financial statements…………………………………………
P16-25

3

HIWIN Technologies Corp.

2022 Annual Shareholders’ Meeting Procedure

I. Call the Meeting to Order

II. Chairperson Remarks

III. Report on Company

IV. Affairs Adoptions

V. Proposed Resolutions

VI. Election

VII. Other Motion

VIII. Questions and Motions

IX. Meeting Adjourned

4

HIWIN Technologies Corp.

2022 Annual Shareholders’ Meeting Agenda

I. Meeting type: Physical meeting

II. Time: 9:00 a.m. on June 27, 2022 (Monday)

III. Place: No. 46, Gongyequ 37th Rd., Xitun Dist., Taichung City

IV. Call the Meeting to Order and Chairperson Remarks

V. Report on Company Affairs

  1. 2021 business report

  2. 2021 Audit Committee’s review report

  3. Report on 2021 employees’ profit-sharing bonus and directors’ compensation

  4. Report on 2021 annual earnings distribution cash dividend

VI. Adoptions

  1. Adoption of the 2021 Business Report and Financial Statements

  2. Adoption of the Proposal for Distribution of 2021 Earnings

VII. Proposed Resolutions

  1. Amendment to the Company’s Articles of Incorporation

  2. Amendment to the Operational Procedures for Acquisition or Disposal of Assets

  3. Amendment to the Director Selection Process

  4. Amendment to the Rules of Procedure for Shareholder Meetings

VIII. Election

The Election of 12[th] Directors

IX. Other Motion

Release the Prohibition on 12[th] Directors from Participation in Competitive Business.

X. Questions and Motions

XI. Meeting Adjourned

5

Report on Company Affairs

Report No. 1

2021 Business Report, please refer to Chinese version, Appendix 1, P.7 for details.

Report No. 2

2021 Audit Committee’s Review Report, please refer to Chinese version, Appendix 2, P.8 and Appendix 3~4, P.9~P.31 for details.

Report No. 3

Report on 2021 employees’ profit-sharing bonus and directors’ compensation.

Items Proposed bythe Board Note
Employees’profit NTD$297,411,042 Cash
Directors’ compensation NTD$148,705,521

Report No. 4

  • (1)According to the Company’s Articles of Incorporation with Article 31-1 & 32.

  • (2)The Company proposed to distribute shareholders’ dividend NTD$0.6 per share and dividend NTD$3.9 per share, a cash dividend of total NTD$4.5 per share. Total dividend is NTD$1,533,565,080. Cash dividend was calculated up to dollar. Total amount of undistributed fractional shares would be recognized in non-operating income.

  • (3)The base date of dividend distribution and other related matters shall be determined by the chairman. If the company subsequently affects the number of outstanding shares due to the objective environment, and the dividend distribution rate changes as a result, the chairman shall be authorized to deal with it and make an announcement.

6

Adoptions

Item 1. Proposal:

Proposed by the Board

Adoption of the 2021 Business Report and Financial Statements.

Explanation:

  • (1) The Company’s 2021 Parent-company-only & Consolidated Financial Statements were audited by independent auditors, Ms. Li-Tung Wu and Mr. Done-Yuin Tseng of Deloitte Taiwan. Also, Business Report and Financial Statements have been approved by the Board and examined by the supervisors of the Company.

  • (2) The 2021 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements could be referred to the Chinese version, Appendix 1, P.7 and Appendix 3&4, P.9~P.31.

Resolution:

Proposed by the Board

Item 2.

Proposal:

Adoption of the Proposal for Distribution of 2021 Earnings. Explanation:

  • (1) Please refer to the Chinese version, Appendix 5, P.32 of the 2021 profit distribution table.

  • (2) According to the Company’s Articles of Incorporation with Article 31-1 & 32.

  • (3) The Company proposed to distribute share dividend NTD$0.6 per share and dividend NTD$3.9 per share, a cash dividend of total NTD$4.5per share. Total dividend is NTD$1,533,565,080. According to distribution ratio, cash dividend was calculated up to dollar. Total amount of undistributed fractional shares would be recognized in non-operating income.

  • (4) The base date of dividend distribution and other related matters shall be determined by the chairman of the board of directors. If the company subsequently affects the number of outstanding shares due to the objective environment, and the dividend distribution rate changes as a result, the chairman shall be authorized to deal with it and make an announcement.

Resolution:

7

Proposed Resolutions

Proposed by the Board

Item 1.

Proposal:

Amendment to the Company’s Articles of Incorporation. Please proceed to discuss.

Explanation:

  • (1) According to Article 172-2 of the Company Law, it is stipulated in the Articles of Association that the shareholders' meeting can be held by video conference and the amendments shall be made in accordance with practical needs.

  • (2) The comparison tables for the aforementioned are attached hereto as attachment Chinese version, Appendix 6, P.33~P.35 for details.

Resolution:

Proposed by the Board

Item 2.

Proposal:

Amendment to the Operational Procedures for Acquisition and Disposal of Assets. Please proceed to discuss.

Explanation:

  • (1) It is proposed that certain articles of the ‘’Procedures for Acquisition or Disposal of Assets’’ should be revised to comply with rule No.1110380465 issued by the Financial Supervisory Commission.

  • (2) The comparison tables for the aforementioned are attached hereto as attachment Chinese version, Appendix 7, P.36~P.38 for details.

Resolution:

8

Item 3.

Proposed by the Board

Proposal:

Amendment to the Director Selection Process. Please proceed to discuss.

Explanation:

  • (1) It is proposed that certain articles of the ‘’Election of Directors’’ should be revised to comply with rule issued by the Taiwan Stock Exchange Corporation.

  • (2) The comparison tables for the aforementioned are attached hereto as attachment Chinese version, Appendix 8, P.39~P.40 for details.

Resolution:

Proposed by the Board

Item 4. Proposal:

Amendment to the Rules of Procedure for Shareholder Meetings. Please proceed to discuss.

Explanation:

  • (1) According to Article 172-2 of the Company Law, the shareholders' meeting can be held by video conference, and the amendment will be made in accordance with rule No. 11100004250 on March 8, 2022 issued by the Taiwan Stock Exchange Corporation.

  • (2) The comparison tables for the aforementioned are attached hereto as attachment Chinese version, Appendix 9, P.41~P.48 for details.

Resolution:

9

Election

Proposed by the Board

Proposal:

The 12[th] Directors election. Explanation:

  1. The company's articles of association stipulate that there should be seven to eleven directors. Among the directors, at least three are independent directors. The number of directors is authorized by the board of directors.

  2. The term of the 11[th] Directors will be end on June 27, 2022 accordingly, the shareholders’ meeting proposed to elect 10 directors (including 3 independent directors). The tenure of newly elected directors shall be 3 years, commencing on June 27, 2022 and expiring on June 26, 2025.

  3. The election of directors and independent directors will be applied with candidate’s nomination system. Shareholders shall elect the directors and the independent directors from the nominees listed in the roster of director candidates, whose education and professional qualifications, experience and relevant information please refer to Chinese version, Appendix 10, P.49~P.52 for details.

Voting Results

10

Other Motion

Proposed by the Board

Proposal:

Proposal for Release the Prohibition on 12[th] Directors from Participation in Competitive Business. Please proceed to discuss.

Explanation:

  1. According to Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the Company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval and is proved by the Audit Committee.

  2. Considering that the newly elected directors of the 12[th] Directors and their representatives have acted for themselves or others within the business scope of the company, in order to use the expertise of the directors of the company, without prejudice to the interests of the company, it is proposed to comply with the Article 209 of Company Act requires the resolution of the 2022 General Shareholders' Meeting to lift the non-compete restriction on the 12[th] Directors and their representatives, please refer to Chinese version, Appendix 11, P.53 for details.

Resolution:

11

Questions and Motion Meeting Adjourned

12

Attachment 1

2021 Business Report

To HIWIN’s shareholders:

The global economic growth rate was 5.5% in 2021. Major industrial countries have gradually recovered from the severe impact of the COVID-19 pandemic. HIWIN responds to the market and meets customer needs with fast, flexible and agile scheduling capabilities. Consolidated revenue in 2021 reached NT$27.265 billion, a sharp increase of 28.2% compared with 2020, the second-highest revenue in the history of our company. HIWIN continues to launch high-end new products and mechatronics integrated system services to provide customers with smart manufacturing solutions. Through long-term innovation and global layout, HIWIN demonstrates its strong operating strength!

Semiconductors, AI, medical equipment, electric vehicles and smart equipment all require precision components to achieve equipment’s reliability. HIWIN's linear motion products and mechatronics integrated total solution products are important aspects, which driving the upgrade of precision machinery industry. Hiwin is an important partner for customers to practice smart manufacturing. HIWIN's highprecision wafer robot and Equipment Front End Module (EFEM) have been sold to Taiwan, Europe, America, Japan, South Korea and Asia, supporting semiconductor factories to accelerate the expansion of production lines. Miniature linear guideways, ballscrews and DATORKER strain wave gear reducers are quickly supplied to global medical equipment factories, which providing precision medicine and contributing to global epidemic prevention. A key breakthrough has been made in the electric vehicle industry. HIWIN has successfully sold the Torque Motor Rotary Table into a major Japanese automotive equipment manufacturer. Hiwin TMRT can improve the efficiency and quality of its precision five-axis machines. Hiwin’s automotive ballscrews are used in advanced driver assistance systems (ADAS) and play an important role in the steering, braking, and suspension systems of electric vehicles. We are cooperating with a number of world-class automakers and these products are expected to gradually contribute to revenue from 2023. With the i4.0BS intelligent ballscrew, Hiwin actively promotes the upgrad of smart equipment around the world, providing innovative services to customers, and ushering in a new era of smart

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manufacturing.

HIWIN accelerates its global layout and provides localized services to enhance competitiveness in the post-pandemic era, including: in 2021, the construction and preparation of the subsidiary’s new factories in Japan and Italy, the completion of the second factory in Suzhou-China, the launching of the U.S. subsidiary's second automated warehouse, and the continual expansion of factories in Taichung and Yunlin, laying the foundation for medium and long-term growth.

In terms of the Company's business performance and branding, HIWIN has continued to be recognized domestically and globally: EFEM has the uniqueness of self-made key component and system integration technology, and won the 2021 Taiwan Excellence Award – Silver Award. The ultra-miniature linear guideway won the Taiwan Excellence Award. For two years in a row, HIWIN was selected as one of the top 25 Best Taiwan Global Brands. The Company is also in the top 5% of listed companies in the 7th Corporate Governance Assessment, and won double silver awards from the TSAA Taiwan Sustainable Action Award: the "Economic Development Award - Silver Award" and the "Social Inclusion Award - Silver Award". In addition, the Company has also received the TCSA Taiwan Corporate Sustainability Award "Comprehensive Performance - Taiwan TOP50 Sustainable Enterprise Award" and "Corporate Sustainability Report - Platinum Award". What’s more, the Company also won the "Sustainable Resilience-Outstanding Award" from the British Standards Institution (BSI). These awards are the results of the HIWIN team's long-term efforts in R&D and operations.

The Swiss World Economic Forum (WEF) predicts that in 2022, there will be risks such as extreme climate, staple merchandise crisis, climate policy errors and infectious diseases. HIWIN will continue to achieve sustainable development, and is committed to the sustainable management of corporate ESG. Looking forward to 2022, it is expected to be a year full of variables but also full of opportunities. HIWIN will continue to develop, create value for customers with the advantages of smart manufacturing and the Group's mechanical and electrical integration services, and contribute to a better quality of life and the well-being of mankind. We look forward to working with all shareholders, business circles, financial circles and government officials, and we hope for their continued support and advice in 2022. We also hope that the HIWIN team will achieve greater success!

14

Attachment 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2021 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm of Deloitte & Touche was retained to Audit the Company’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earning allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Hiwin Technologies Corporation Chairman of the Audit Committee :Chiang, Cheng -Ho

February 25, 2022

15

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Hiwin Technologies Corporation

Opinion

We have audited the accompanying consolidated financial statements of Hiwin Technologies Corporation (the “Corporation”) and its subsidiaries (collectively the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2021 are described as follows:

Revenue Recognition

The sales of the Group mainly rely on distribution channels. Revenue from the sale of goods is recognized when the Group satisfied the performance obligations. There is a risk that revenue might be recognized even when specific conditions have not been satisfied. Because of the risk of misstatement and materiality of sales revenue generated by distribution channels, we identified the recognition of sales revenue as a key audit matter. The accounting policy on sales revenue recognition is disclosed in Note 4 to the consolidated financial statements.

Our key audit procedures performed in respect of revenue recognition included the following:

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  1. We understood the internal controls and evaluated the design and implementation of key controls, and tested the operating effectiveness of relevant controls over order acceptance and shipping procedures; we selected sample sales transactions of distribution channels and verified that order receipts and the timing of revenue recognition were in accordance with the terms of transaction.

  2. We validated the terms of transactions against sales contracts and orders from major distributors to ensure the consistency between terms of transaction and the timing of revenue recognition; we tested the records of sales returns against source documents and checked whether there was any unusual item during the year and after the balance sheet date.

Valuation and Impairment Assessment of Inventory

As of December 31, 2021, the carrying amount of inventory was $8,322,994 thousand. Such carrying amount of inventory is measured at the lower of cost or net realizable value, which subject to the management’s judgment and estimation uncertainty. Therefore, valuation and impairment assessment of inventory was identified as a key audit matter. The accounting policy on the valuation and impairment assessment of inventory and the details of inventory are disclosed in Notes 4, 5 and 10 to the consolidated financial statements.

Our key audit procedures performed in respect of the valuation and impairment assessment included the following:

  1. We understood and assessed the related internal controls and procedures on the valuation of inventory.

  2. We assessed the reasonableness of allowance for impairment of inventory by reference to the aging of inventories and the level of inventory consumed and sold.

  3. We tested the net realizable value of sample inventory items, and checked the accuracy of the net realizable value.

  4. We compared the net realizable value of sample inventory items with the carrying amount to confirm that the carrying amount of inventory did not exceed its net realizable value.

  5. We evaluated the adequacy of provision for obsolete and damaged inventories during our observation of inventory counts.

Other Matter

We have also audited the parent company only financial statements of Hiwin Technologies Corporation as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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

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In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Li-Tung Wu and Done-Yuin Tseng.

Deloitte & Touche Taipei, Taiwan Republic of China

February 25, 2022

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

20
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Notes receivable from unrelated parties, net (Notes 4, 9 and 28)
Notes receivable from related parties, net (Notes 4 and 27)
Trade receivables from unrelated parties, net (Notes 4 and 9)
Trade receivables from related parties, net (Notes 4 and 27)
Inventories (Notes 4, 5 and 10)
Other current assets (Notes 6, 27 and 28)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets at amortized cost - non-current (Note 4)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13, 27 and 28)
Right-of-use assets (Notes 4, 14, 27 and 28)
Goodwill (Note 4)
Deferred tax assets (Notes 4 and 21)
Prepayments for machinery and equipment (Note 15)
Refundable deposits (Note 4)
Other non-current assets (Notes 4 and 9)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 16 and 28)
Short-term bills payable (Note 16)
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)
Contract liabilities - current (Note 4)
Notes payable
Trade payables to unrelated parties
Trade payables to related parties (Note 27)
Other payables (Notes 17 and 27)
Current tax liabilities (Notes 4 and 21)
Lease liabilities - current (Notes 4, 14 and 27)
Current portion of long-term borrowings (Notes 16 and 28)
Other current liabilities (Note 4)
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 16 and 28)
Deferred tax liabilities (Notes 4 and 21)
Lease liabilities - non-current (Notes 4, 14 and 27)
Net defined benefit liabilities - non-current (Notes 4 and 18)
Other non-current liabilities (Note 16)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Other equity
Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS
Total equity
TOTAL
2021
Amount
%
$ 5,433,053
11
2,895
-
1,068,266
2
1,263
-
3,181,354
6
18,824
-
8,322,994
16
524,723
1
18,553,372
36
1,466,280
3
2,890
-
252,746
-
27,354,252
54
671,119
1
256,163
1
663,462
1
1,450,528
3
102,135
-
258,872
1
32,478,447
64
$ 51,031,819
100
$ 4,952,785
10
89,923
-
2,580
-
172,745
-
1,665
-
3,903,043
8
231,245
-
2,182,726
4
1,301,291
3
117,536
-
807,197
2
89,805
-
13,852,541
27
5,378,148
11
681,423
1
408,872
1
230,051
-
13,669
-
6,712,163
13
20,564,704
40
3,407,923
7
5,516,470
11
3,071,586
6
17,609,166
34
675,140
1
30,280,285
59
186,830
1
30,467,115
60
$ 51,031,819
100
2020
Amount
%
$ 2,603,652
5
128
-
1,208,512
2
693
-
5,116,498
11
16,211
-
6,197,806
13
465,683
1
15,609,183
32
944,234
2
2,906
-
219,832
-
27,864,527
58
729,913
2
256,163
1
361,720
1
1,768,214
4
63,913
-
217,177
-
32,428,599
68
$ 48,037,782
100
$ 5,542,045
12
19,936
-
7,327
-
102,129
-
8,762
-
3,182,134
7
111,356
-
1,623,389
3
335,972
1
136,892
-
1,273,168
3
108,193
-
12,451,303
26
6,892,359
14
556,757
1
442,220
1
294,571
1
11,178
-
8,197,085
17
20,648,388
43
3,308,663
7
5,600,568
11
2,892,584
6
15,363,677
32
396,636
1
27,562,128
57
(172,734)
-
27,389,394
57
$ 48,037,782
100

The accompanying notes are an integral part of the consolidated financial statements.

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Notes 4 and 27)
COST OF GOODS SOLD (Notes 10, 20 and 27)
GROSS PROFIT
OPERATING EXPENSES (Notes 20 and 27)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Subsidy revenue (Note 4)
Finance costs (Notes 4, 20 and 27)
Share of profit of associates accounted for using the
equity method (Notes 4 and 12)
Interest income (Note 4)
Gain from bargain purchase (Notes 4 and 23)
Other income (Notes 4 and 27)
Other expenses
Gain (loss) on disposal of property, plant and
equipment (Note 4)
Net foreign exchange gain (loss) (Notes 4 and 30)
Valuation loss on financial assets (liabilities) at fair
value through profit or loss (Note 4)
Impairment loss (Notes 4 and 13)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 21)
NET PROFIT FOR THE YEAR
2021
Amount
%
$ 27,265,162
100
17,449,754
64
9,815,408
36
1,643,052
6
1,998,871
7
1,058,892
4
4,700,815
17
5,114,593
19
103,224
-
(169,159)
-
41,618
-
13,406
-
-
-
104,721
1
(4,101)
-
(44,474)
-
(180,516)
(1)
(4,492)
-
(500,000)
(2)
(639,773)
(2)
4,474,820
17
1,320,127
5
3,154,693
12
2020
Amount
%
$ 21,266,659
100
15,476,252
73
5,790,407
27
1,339,520
6
1,704,259
8
1,014,154
5
4,057,933
19
1,732,474
8
123,581
-
(220,921)
(1)
33,700
-
13,082
-
46,271
-
126,497
1
(31,043)
-
340,046
2
186,774
1
(46,990)
-
-
-
570,997
3
2,303,471
11
604,692
3
1,698,779
8

(Continued)

21

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
(Note 4)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 18)
Unrealized gain (loss) on investments in equity
instruments at fair value through other
comprehensive income
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 21)
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 21)
Other comprehensive income for the year, net
of income tax
NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests
TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests
EARNINGS PER SHARE (Note 22)
Basic
Diluted
2021
Amount
%
$ 5,149
-
541,302
2
(1,646)
-
544,805
2
(328,919)
(1)
65,558
-
(263,361)
(1)
281,444
1
$ 3,436,137
13
$ 3,532,230
13
(377,537)
(1)
$ 3,154,693
12
$ 3,814,946
14
(378,809)
(1)
$ 3,436,137
13
$ 10.36
$ 10.33
2020
Amount
%
$ (66,387)
-
71,167
-
14,874
-
19,654
-
92,246
-
(18,176)
-
74,070
-
93,724
-
$ 1,792,503
8
$ 1,929,730
9
(230,951)
(1)
$ 1,698,779
8
$ 2,017,501
9
(224,998)
(1)
$ 1,792,503
8
$ 5.87
$ 5.86

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

22

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)


BALANCE AT JANUARY 1, 2020


Appropriation of 2019 earnings

Legal reserve

Cash dividends - NT$1.8 per share

Share dividends - NT$0.3 per share




Issuance of ordinary shares for cash


Changes in non-controlling interests


Difference between consideration received or paid and the carrying amount of the subsidiaries' net
assets during actual disposal or acquisition


Changes in percentage of ownership interests in subsidiaries


Share-based payments


Disposals of investments in equity instruments designated as at fair value through other
comprehensive income


Net profit (loss) for the year ended December 31, 2020


Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax


Total comprehensive income (loss) for the year ended December 31, 2020


BALANCE AT DECEMBER 31, 2020


Appropriation of 2020 earnings

Legal reserve

Cash dividends - NT$2.0 per share

Share dividends - NT$0.3 per share




Changes in percentage of ownership interests in subsidiaries


Changes in non-controlling interests


Net profit (loss) for the year ended December 31, 2021


Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax


Total comprehensive income (loss) for the year ended December 31, 2021


BALANCE AT DECEMBER 31, 2021
Equity Attributable to Owners of the Corporation (Note 19) Equity Attributable to Owners of the Corporation (Note 19) Total
$ 23,743,253
-
(557,242)
-
(557,242)
2,335,000
-
(125,678)
84,098
65,196
-
1,929,730
87,771
2,017,501
27,562,128
-
(661,733)
-
(661,733)
(435,056)
-
3,532,230
282,716
3,814,946
$ 30,280,285
Non-controlling
Interests
(Notes 11 and 24)
$ (88,776)

-
-
-

-

-

99,460

125,678

(84,098)

-

-

(230,951 )
5,953

(224,998)

(172,734)

-
-
-

-

435,056

303,317

(377,537 )
(1,272)

(378,809)

$ 186,830
Total Equity
$ 23,654,477
-
(557,242 )

-

(557,242)

2,335,000

99,460

-

-

65,196

-

1,698,779

93,724

1,792,503

27,389,394
-
(661,733 )

-

(661,733)

-

303,317

3,154,693

281,444

3,436,137
$ 30,467,115















































Ordinary Shares
$ 3,095,789



-

-

92,874



92,874



120,000



-



-



-



-



-



-


-



-



3,308,663



-

-

99,260



99,260



-



-



-


-



-


$ 3,407,923
Capital Surplus
$ 3,236,274

-
-

-


-


2,215,000


-


-


84,098


65,196


-

-

-


-


5,600,568

-
-

-


-


(84,098)


-

-

-


-

$ 5,516,470
Retained Earnings
Legal Reserve
Unappropriated
Earnings
$ 2,706,052
$ 14,410,303

186,532
(186,532 )
-
(557,242 )

-

(92,874)


186,532

(836,648)


-

-


-

-


-

(125,678)


-

-


-

-


-

42,136

-
1,929,730

-

(56,166)


-

1,873,564


2,892,584

15,363,677

179,002
(179,002 )
-
(661,733 )

-

(99,260)


179,002

(939,995)


-

(350,958)


-

-

-
3,532,230

-

4,212


-

3,536,442

$ 3,071,586
$ 17,609,166
Other Equity
Exchange Differences
on Translating the
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Through Other
Financial Statements
of Foreign Operations
Comprehensive
Income
$ (409,634)
$ 704,469


-
-

-
-

-

-


-

-


-

-


-

-


-

-


-

-


-

-


-

(42,136)

-
-

72,770

71,167


72,770

71,167


(336,864)

733,500


-
-

-
-

-

-


-

-


-

-


-

-

-
-

(262,798)

541,302


(262,798)

541,302

$ (599,662)
$ 1,274,802


















Legal Reserve
$ 2,706,052

186,532
-

-


186,532


-


-


-


-


-


-

-

-


-


2,892,584

179,002
-

-


179,002


-


-

-

-


-

$ 3,071,586

The accompanying notes are an integral part of the consolidated financial statements.

23

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables
Net loss (gain) on fair value changes of financial assets and
liabilities at fair value through profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of employees’ share-based payments
Share of profit or loss of associates accounted for using the equity
method
Loss (gain) on disposal of property, plant and equipment
Impairment loss recognized on non-financial assets
Unrealized foreign currency exchange loss (gain), net
Gain from bargain purchase
Others
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Notes receivable
Trade receivables
Inventories
Other current assets
Contract liabilities
Notes payable
Trade payables
Other payables
Other current liabilities
Net defined benefit liabilities
Cash generated from operations
Interest received
Dividend received
Interest paid
Income taxes paid
Net cash generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
Proceeds from liquidation of financial assets at fair value through other
comprehensive income
2021
2020
$ 4,474,820
$ 2,303,471
2,186,546
2,269,473
49,652
58,870
3,882
7,707
(315)
7,199
169,159
220,921
(13,406)
(13,082)
(31,499)
(35,495)
-
65,196
(41,618)
(33,700)
44,474
(340,046)
588,940
214,772
27,703
(94,848)
-
(46,271)
(731)
(4,055)
(7,199)
2,555
116,105
(784,838)
1,803,353
(563,060)
(2,286,086)
1,603,102
(72,223)
(22,422)
70,616
(17,940)
(7,097)
181
1,083,993
962,043
659,995
(6,797)
(12,890)
8,774
(55,164)
(49,632)
8,751,010
5,712,078
13,388
13,108
31,499
35,495
(180,283)
(235,933)
(455,282)
(273,317)
8,160,332
5,251,431
-
(12,606)
19,256
-
(Continued)

24

HIWIN TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Return of capital surplus from financial assets at fair value through
other comprehensive income
Net cash inflow on acquisition of subsidiaries (Note 23)
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Decrease in other financial assets
Increase in other non-current assets
Increase in prepayments for machinery and equipment
Dividend received from associates
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from short-term borrowings
Proceeds from short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Repayment of the principal portion of lease liabilities
Increase (decrease) in other non-current liabilities
Dividends paid
Proceeds from issuance of ordinary shares
Acquisition of additional shares of subsidiary
Changes in non-controlling interests
Net cash used in financing activities
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2021
$ -
-
(1,493,571)
5,358
(41,589)
-
(113,764)
(764,316)
4,046
(2,384,580)
(457,552)
69,987
546,898
(2,482,903)
(159,506)
3,599
(661,733)
-
-
303,317
(2,837,893)
(108,458)
2,829,401
2,603,652
$ 5,433,053
2020
$ 120,477
12,648
(1,073,608)
688,500
17,007
3,300
(110,929)
(555,341)
9,610
(900,942)
(4,220,849)
19,936
573,048
(1,773,362)
(172,453)
(1,049)
(557,242)
2,335,000
(200,000)
229,665
(3,767,306)
11,724
594,907
2,008,745
$ 2,603,652

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

25