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INVENTEC — AGM Information 2025
Jun 13, 2025
52026_rns_2025-06-13_c0895efc-e1b4-4250-b755-c1c3e2793a2a.pdf
AGM Information
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Stock Code: 2356
Inventec Corporation
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Table of Contents
| able of Contents | |
|---|---|
| A. Meeting Agenda……………………………………………………………… | 01 |
| B. Report Items………………………………………………………………….. | 02 |
| C. Ratification Items…………………………………………………………….. | 03 |
| D. Discussion Items……………………………………………………………... | 04 |
Appendix
| Appendix | |
|---|---|
| 1. 2024 Business Report………….…………..………………………………….. | 10 |
| 2. 2024 Audit Committee’s Review Report……………………………………... | 13 |
| 3. Independent Auditors’ report and Individual Financial Statements for Year | |
| 2024………………………..………………………………………………….. | 14 |
| 4. Independent Auditors’ report and Consolidated Financial Statements for Year | |
| 2024..………………………………………………………………………….. | 23 |
| 5. Profit Distribution Table for Year 2024……………………………………….. | 32 |
| 6. Articles of Incorporation (Before Amendments)…...…………......………….. | 33 |
| 7. Regulations Making of Endorsements/Guarantees (Before Amendments)…... | 42 |
| 8. Regulations Governing Loaning of Funds (Before Amendments)…………… | 47 |
| 9. Rules of Procedures for Shareholders Meetings…...………………………… | 52 |
| 10. Shareholdings of Directors ………………..…………….............................. | 63 |
A. Meeting Agenda
Time: Wednesday, May 28, 2025. 9:00 a.m.
Venue: No.1, Sec. 4, Zhongshan N. Rd., Zhongshan District., Taipei City. International Reception Room of Grand Hotel Taipei.
Physical Shareholders' Meeting
A. Call the Meeting to Order
B. Chairman’s Address
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C. Report Items:
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(1) 2024 Business Report
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(2) 2024 Audit Committee’s Review Report
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(3) The Status of Distribution Remuneration of Employees and Directors in 2024
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(4) The Status of Distribution of Profits in Cash Dividends to Shareholders in 2024
D. Ratification Items:
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(1) Ratification of the 2024 Business Report and Financial Statements
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(2) Adoption of the Proposal for Distribution of Profits for 2024
E. Discussion Items:
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(1) Amendment to the “Articles of Incorporation”
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(2) Amendment to the “Regulations Making of Endorsements/Guarantees”
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(3) Amendment to the “Regulations Governing Loaning of Funds”
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、
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(4) Proposal for releasing the prohibition on Director Yeh, Kuo-I Chang, Chang、 、
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Pang Chen, Ruey-Long Wea, Chi Lin from participation in competitive business.
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F. Extraordinary Motions
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G. Adjournment
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B. Report Items
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2024 Business Report (Please refer to Appendix 1)
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2024 Audit Committee’s Review Report (Please refer to Appendix 2)
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The Status of Distribution Remuneration of Employees and Directors in 2024 Explanation: (1) According to the article 26 of Articles of Incorporation, if the Company has a profit of the year shall distribute not less than 3% of the balance as remuneration to Employees and not more than 3% to Directors of the Corporation.
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(2) The board of directors and remuneration committee resolved to distribute NT$ 646,036,133 to remuneration of employees in cash and NT$84,265,582 to remuneration of directors. There is no difference between the amount of distribution and the expense which is recognized in 2024.
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The Status of Distribution of Profits in Cash Dividends to Shareholders in 2024 Explanation: (1) According to article 27 of Articles of Incorporation, the Company authorizes the Board of Directors to distribute dividends and bonuses in cash after resolution and submitted such distribution to the shareholders’ meeting.
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(2) The distributable net profit for 2024 is NT$ 10,270,768,043 and the proposed cash dividend to shareholders is NT$ 1.7 per share (NT$ 6,098,707,612).
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(3) The Board of Directors had resolved this profits distribution proposal and is authorized to set the ex-dividend date, payment date and arrange other related matters. In addition, the Board of directors is authorized to adjust the cash distribution ratio in case of change in the number of outstanding shares of the Company.
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C. Ratification Items
Item 1 Proposed by the Board
Proposal: Ratification of the 2024 Business Report and Financial Statements.
Explanation: The Company’s 2024 Individual Financial Statements and Consolidated Financial Statements, including the balance sheet, comprehensive income statement, statements of cash flows, and statement of changes in equity, were audited by independent accountants, Rou-Lan Kuo and Ying Ju Chen of KPMG Certified Public Accountants. Also, Business Report and Financial Statements have been approved by the Board and examined by the Audit Committee of Inventec Corporation. (Please refer to Appendix 1 for Business Report, Appendix 3 for Independent Accountants’ Audit Report and Individual Finance Statements, and Appendix 4 for Independent Accountants’ Audit Report and Consolidated Finance Statements.)
Resolution:
Item2 Proposed by the Board
Proposal: Adoption of the Proposal for Distribution of Profits for 2024
Explanation: The 2024 Profit distribution table had been resolved by the Board of Directors and reviewed by the Audit Committee, please refer to Appendix 5.
Resolution:
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E. Discussion Items
Item 1 Proposed by the Board
Proposal: Discussion of Amendments to the “Articles of Incorporation”.
Explanation: Propose to amend Article 26 and Article 29 of the “Articles of Incorporation”
according to the Article 14 of the “Securities and Exchange Act” amended per presidential order NO. 11300069631 promulgated on August 7, 2024. Please refer to the comparison chart of amendments below.
Comparison Chart of Amendments to “Articles of Incorporation”
| Original Version | Amendment Version | Reason | ||
|---|---|---|---|---|
| Article 26 | If the Company has a profit of the year shall distribute not less than 3% of the balance as remuneration to Employees and not more than 3% to Directors of the Corporation. However, require that earnings shall first be offset against any deficit. The Corporation may issue stock or distribute cash to employees and the qualification requirements including the employees of subsidiaries of the company. The conditions and measures set by the Board of Directors. |
Article 26 | If the Company has a profit of the year shall distribute not less than 3% of the balance as remuneration to Employees (which includes not less than one percent of aforementioned profits as remuneration for non-executive employees)and not more than 3% to Directors of the Corporation. However, require that earnings shall first be offset against any deficit. The Corporation may issue stock or distribute cash to employees and the qualification requirements including the employees of subsidiaries of the company. The conditions and measures set by the Board of Directors. |
Amend to comply with Article 14, item 6 of Securities and Exchange Act. |
| Article 29 | This Articles of Incorporation was established on April 15, 1975. The first amendment was made on |
Article 29 | This Articles of Incorporation was established on April 15, 1975. The first amendment was made on |
Add amendment date. |
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| May 27, 1975. (The following content is omitted.) |
May 27, 1975. (The following content is omitted.) The fifty-fourth amendment was made on May 28, 2025. |
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|---|---|---|---|---|
Resolution:
Item 2 Proposed by the Board
Proposal: Discussion of Amendments to the “Regulations Making of Endorsements/Guarantees”.
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Explanation: (1) To meet customer order demands and the rapid changes in the global supply chain, the Company and subsidiaries continue to expand production capacity. Accordingly, operational funding needs also to be promptly accommodated.
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(2) Refer to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” and relevant regulatory practices, the Company proposes to amend Article 4 of “Regulations Making of Endorsements/Guarantees” to enhance the flexibility of group fund utilization. Please refer to the comparison chart of amendments below.
Comparison Chart of Amendments to “Regulations Making of Endorsements/Guarantees”
| Original Version | Amendment Version | Reason | ||
|---|---|---|---|---|
| Article 4 | Total amount of endorsements/guarantees of the Company shall not exceed 50% of the net worth on the latest financial statement. Besides, the ceilings on the amount permitted to a single entity shall not exceed 50% of the net worth on the latest financial statement. Where an endorsement/guarantee is made due to needs arising from business dealings, the amount for lending to |
Article 4 | Total amount of endorsements/guarantees of the Company shall not exceed 50% of the net worth on the latest financial statement. Besides, the ceilings on the amount permitted to a single entity shall not exceed 50% of the net worth on the latest financial statement. Where an endorsement/guarantee is made due to needs arising from business dealings, the amount for lending |
To enhance the flexibility of group fund utilization, proposed to amend Article 4, item 4. |
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| an individual entity shall not exceed the total transaction amount between the parties in the previous year. Total amount of endorsements/guarantees of the Company and Subsidiary shall not exceed 50% of the Company’s net worth on the latest financial statement. Besides, the ceilings on the amount permitted to a single entity shall not exceed 50% of the Company’s net worth on the latest financial statement. When process endorsements/guarantees, the Company shall review detailed procedures, including: (Item 1~4 omitted) In addition, The Company shall have assessment records and obtain collateral after approved by the board of directors, or the board of directors may authorize the Chairman to decide such matters when the transaction is within a specified amount and then submit to the board of directors for ratification. The amount of endorsements/ guarantees reaches 5% or more than the company's net worth as stated in its latest financial statement, shall be subject to the consent of audit committee and be submitted to board of director for a resolution. (The following content is omitted.) |
to an individual entity shall not exceed the total transaction amount between the parties in the previous year. Total amount of endorsements/guarantees of the Company and Subsidiary shall not exceed 50% of the Company’s net worth on the latest financial statement. Besides, the ceilings on the amount permitted to a single entity shall not exceed 50% of the Company’s net worth on the latest financial statement. When process endorsements/guarantees, the Company shall review detailed procedures, including: (Item 1~4 omitted) In addition, The Company shall have assessment records and obtain collateral after approved by the board of directors, or the board of directors may authorize the Chairman to decide such matters when the transaction is within a specified amount and then submit to the board of directors for ratification. The amount ofsingle added endorsements/ guarantees reaches 5% or more than the company's net worth as stated in its latest financial statement, shall be subject to the consent of audit committee and be submitted to board of director for a resolution. (The following content is |
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|---|---|---|---|---|
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omitted.)
Resolution:
Item 3 Proposed by the Board
Proposal: Discussion of Amendments to the “Regulations Governing Loaning of Funds”.
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Explanation: (1) To meet customer order demands and the rapid changes in the global supply chain, the Company and subsidiaries continue to expand production capacity. Accordingly, operational funding needs also to be promptly accommodated.
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(2) Refer to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” and relevant regulatory practices, the Company proposes to amend Article 8 of “Regulations Governing Loaning of Funds” to enhance the flexibility of group fund utilization. Please refer to the comparison chart of amendments below.
Comparison Chart of Amendments to “Regulations Governing Loaning of Funds”
| Original Version | Amendment Version | Reason | ||
|---|---|---|---|---|
| Article 8 | When the borrower applies for a loan, the company shall evaluate its business conditions, finance and solvency, borrow purpose etc. and create credit information by detailed review procedure. After signing by chairman and approval of the board of directors, the company can lend to the borrower. Total financing amount reaches 2% or more than the Company’s net worth as stated in its latest financial report shall be subject to the consent of audit committee and be submitted to board of |
Article 8 | When the borrower applies for a loan, the company shall evaluate its business conditions, finance and solvency, borrow purpose etc. and create credit information by detailed review procedure. After signing by chairman and approval of the board of directors, the company can lend to the borrower.Single addedfinancing amount reaches 2% or more than the Company’s net worth as stated in its latest financial report shall be subject to the consent of audit committee and be submitted to board of |
To enhance the flexibility of group fund utilization, proposed to amend Article 8, item 1. |
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| director for a resolution. Detailed review procedures, including: (The following content is omitted.) |
director for a resolution. Detailed review procedures, including: (The following content omitted.) |
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Resolution:
Item 4 Proposed by the Board
、 、 Proposal: Proposal for Releasing the Prohibition on Director Yeh, Kuo-I Chang, Chang-Pang 、 Chen, Ruey-Long Wea, Chi Lin from Participation in Competitive Business.
Explanation: (1) According to provisions of Company Act Article 209 Item 1, a director who
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of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
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(2) The meeting of shareholders on June 13, 2023, approved that the prohibition of business strife on current directors were lifted from the on-board date. Proposal for releasing the prohibition on current directors from participation in competitive business. Please refer to the list of current directors’ new positions in other companies below.
List of Current Director’s New Position in Other Companies
| Position | Name | Serve in another Company | Position in other company |
|---|---|---|---|
| Director | Yeh, Kuo-I | Everbright Biofund | Director |
| Independent director |
Chang, Chang-Pang | Formosa Sumco Technology Corporation |
Independent director |
| Independent director |
Chen, Ruey-Long | Linde Taiwan Technologies Limited | Director |
| Independent director |
Wea, Chi Lin | SINBON Electronics | Independent director |
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Resolution:
F. Extraordinary Motions
G. Adjournment
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Appendix 1
Business Report
The global economy in 2024 continues to face systemic risks such as energy crises and economic imbalances caused by extreme weather and regional conflicts. However, with the advent of the era of technological innovation, such as the development of artificial intelligence applications, the deepening of 5G applications, and the wave of net-zero transformation, various industries are adjusting their production efficiency and competitiveness. Inventec has already deployed ahead of these future industry trends, actively investing in new business developments such as automotive electronics, IoT products, and 5G product applications to increase revenue. Additionally, strategic overseas production base layouts are being implemented to strengthen our position as an indispensable key partner in the industry ecosystem. We thank our shareholders for their long-term support and trust. Below is a summary of the company's business results for 2024, the business plan for 2025, and future development strategies.
2024 Business Performance and Operational Results
Inventec's consolidated revenue for 2024 posted NT$646.2 billion, an increase of 25.55% compared to 2023 (consolidated revenue of NT$514.7 billion). Consolidated operating profit posted NT$11.8 billion, a growth of 58.33% compared to 2023. Consolidated pre-tax net profit was NT$9.2 billion, an increase of 27.30% compared to 2023. The net profit attributable to shareholders of the parent company was NT$7.2 billion, an increase of 18.54% compared to the previous year. The consolidated earnings per share after tax were NT$2.03.
In 2024, driven by strong customer demand, the overall revenue from personal computer products recorded double-digit growth compared to the previous year. In the server business, in addition to the existing product base, continuous investment in the development, research, and market penetration of booming AI server business has led to strong shipment momentum. This favorable industry trend has resulted in robust shipments of cloud customer products, leading to significant year-over-year growth in server revenue. The smart device product line also reached mid-single-digit growth, thanks to the introduction of new products.
2025 Business Plan and Future Outlook
Due to the almost simultaneous adoption of tight monetary policies by various countries to curb inflation, inflation has been controlled within the target range, preventing the global economic situation from continuous recession. Although leading research institution predicts that the global economic growth rate in 2025 will be nearly the same as in 2024, we still need to pay attention to the
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two major risks of regional conflicts caused by geopolitical issues and the escalation of trade protectionism and tariff barriers after the 2024 US presidential election, which may bring uncertainties in economic growth. Based on the above variables, the company carefully assesses the impact of upcoming international situations on the global supply chain and leverages its global logistics service management to reduce potential costs, ensuring that revenue continues to grow within the established targets. The following are the business plans and outlook for 2025 from several perspectives:
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Orders for the server business are expected to continue growing, benefiting from generative AI, high-speed computing, cloud computing, and 5G smart factory-related big data collection and application services. Inventec is committed to providing customers with the best data center solutions for more energy-efficient and high-performance computing. At the same time, in line with the global trend of net-zero carbon emissions and green transformation, we focus on developing immersion cooling energy-saving technology to optimize energy efficiency of server room. The above business opportunities are expected to drive the growth of customer orders and increase the global market share.
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The personal computer product business continues to research and introduce environmentally friendly, recyclable materials and non-toxic labels for new models in line with green transformation and customer needs. We would strengthen the application of AI and simulation in product design to enhance product performance and reduce power consumption. The mid-tohigh-end hybrid business laptops and gaming laptops for brand manufacturers continues the development, and with our long-term merits in research, design, and production, performance is expected to maintain its previous advantages.
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In the emerging business development of automotive electronics, we actively invest in cooperation with Tier-1 suppliers and OEM manufacturers, initially focusing on automotive network security, wireless systems for electric vehicles (OTA), advanced driver assistance systems (ADAS), and in-vehicle infotainment systems (IVI). We have obtained various automotive certifications (such as IATF16949) and established a complete upstream and downstream supply chain to lay the foundation. Dedicated automotive product lines have been set up in worldwide production facilities, and the overall product line is expected to grow in 2025 to meet customer needs.
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Smart device products continue to focus on smart wearables, 5G applications, smart healthcare, and medical platforms.
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Corporate Governance and Sustainable Development
Integrity management has always been the highest guiding principle of Inventec's corporate governance. With the business philosophy of integrity, transparency, and responsibility, we comply with laws and regulations related to business conduct and implement various ESG performance indicators, including opportunities and potential risks of climate change for sustainable development. Inventec's vision for sustainable governance is "Sustainability as the foundation, innovation moving forward." In terms of strategic execution, we promote low-carbon economic opportunities while facilitating net-zero transformation. We follow corporate governance and fulfill social responsibility, strengthen stakeholder communication, and achieve a balance between corporate profitability and responsibility. In terms of sustainable supply chain management, we deepen the resilience of the green supply chain and in cooperation with upstream and downstream partners to create a sustainable ecosystem.
Year 2025 marks the 50th anniversary of Inventec. We have always adhered to the core values of "innovation, quality, open mind, execution" to face the challenges of changing times. With the growth of existing products and the gradual development of emerging business products, we aim to realize the vision of a multinational enterprise group with diverse product lines. Looking ahead, in the face of the burgeoning AI industry and the challenges of corporate sustainable development, we will integrate ESG aspects into our business philosophy and core values, continue to focus on research and innovation, actively develop new businesses to enhance corporate competitiveness, create new growth momentum for the group, and create better profitability for all shareholders, expanding the corporate landscape for the next 50 years with forward-thinking and innovative ideas. Best wishes to everyone
Good health and all the best!
Chairman: Yeh, Li-Cheng
President: Tsai, Chih-An
Accounting Officer: Yu, Chin-Pao
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Appendix 2
Audit Committee’s Review Report
Date: Mar.11, 2025
The Board of Directors has prepared and submitted to us the Company’s 2024 Business Report, Financial Statements and proposal for profit distribution. The Financial Statements have been audited, certified and issued an audit report by Rou-Lan Kuo and Ying Ju Chen of KPMG Certified Public Accountants. The Business Report, Financial Statements and profit distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Inventec Corporation
Convener of the Audit Committee: Chang, Chang-Pang
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Appendix 3-Independent Auditors’ Report and Individual Financial Statements for Year 2024
Independent Auditors’ Report
To the Board of Directors of Inventec Corporation:
Opinion
We have audited the financial statements of Inventec Corporation(“the Company”), which comprise the balance sheet as of December 31, 2024 and 2023, the statement of comprehensive income, changes in equity and cash flows for the years then ended December 31, 2024 and 2023, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended December 31, 2024 and 2023 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Inventory Valuation
Please refer to Notes (4)(g), (5)(a) and (6)(e) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty, and related disclosure information for inventory, respectively.
Description of the key audit matter:
The Company’s materials may be obsolescence or slow-moving due to the risk of price decline in inventory, the material prepared for designing products and forecast orders may be canceled or changed, or changed on components and quantities. Therefore, the valuation of inventories has been identified as one of the key audit matters.
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How the matter was addressed in our audit:
In relation to the key audit matter above, we have performed certain key audit procedures that included assessing the appropriateness of inventories valuation policies; ensuring the process of inventory valuation is in conformity with the accounting policies; inspecting the inventory aging report; recalculating estimation of inventory valuation based on the Company’s policies.
2. Revenue recognition
Please refer to Note (4)(o) and (6)(r) for accounting policies and related disclosure information for revenue recognition, respectively.
Description of the key audit matter:
To fulfill the delivery requirements of certain products, the Company has established several hubs to meet customer demand. The Company recognizes sales revenue when the customers pick up the products (transfer of control over products), primarily relying on statements or information provided by hub custodians. Since the hubs are located around the world with numerous custodians and the formats provided by custodians vary, the process of revenue recognition typically involves manual procedures. This may lead to inappropriate timing of sales revenue recognition or discrepancies between the physical inventory and accounting records.
As there are numerous transactions from hubs, and the transactions amount prior to and after the balance sheet date are significant to the financial statements, the cut-off of hub sales revenue has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, we have performed certain key audit procedures, including conducting a cut-off test for hub sales revenue for a specific period prior to and after the balance sheet date, and inspecting relevant documents to assess the reasonableness of management's timing of sales revenue recognition from hubs. For shipments during that period, we sampled and inspected supporting document provided by hub custodians, checked inventory movement records, and verified the transfer of cost of goods sold had been recorded in the appropriate period. For inventory quantities held at hubs at the end of the period, we randomly performed confirmation procedures or conducted physical counts to reconcile with accounting records.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
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Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain soley responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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 Rou-Lan Kuo and Ying-Ju Chen.
KPMG
Taipei, Taiwan (Republic of China) March 11, 2025
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION
BALANCE SHEETS
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| ASSETS Current Assets: 1100 Cash and cash equivalents (Notes (4) and (6)(a)) 1110 Current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) 1120 Current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b)) 1170 Accounts receivable, net (Notes (4) and (6)(c)) 1180 Accounts receivable due from related parties, net (Notes (4), (6)(c) and (7)) 1200 Other receivables, net (Notes (6)(d) and (7)) 1310 Inventories (Notes (4) and (6)(e)) 1470 Other current assets (Notes (6)(j) and (8)) Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) 1517 Non-current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b)) 1550 Investments accounted for using equity method (Notes (4), (6)(f) and (7)) 1600 Property, plant and equipment (Notes (4), (6)(g) and (8)) 1755 Right-of-use assets (Notes (4) and (6)(h)) 1780 Intangible assets (Notes (4) and (6)(i)) 1900 Other non-current assets (Notes (6)(j), (o) and (8)) TOTAL ASSETS |
December 31, 2024 | December 31, 2023 Amount % 4,171,975 2 231,415 - 645,967 - 66,477,648 28 25,425,794 11 45,866,874 20 20,511,068 9 2,607,013 1 165,937,754 71 147,894 - 4,190,751 2 47,269,519 20 12,966,243 6 51,830 - 169,736 - 2,117,546 1 66,913,519 29 232,851,273 100 LIABILITIES AND EQUITY Current Liabilities: 2100 Short-term borrowings (Note (6)(k)) 2120 Current financial liabilities at fair value through profit or loss (Notes (4) and (6)(b)) 2130 Current contract liabilities (Note (6)(r)) 2170 Accounts payable 2180 Accounts payable due to related parites, net (Note (7)) 2230 Current tax liabilities 2200 Other payables (Note (7)) 2280 Current lease liabilities (Notes (4) and (6)(l)) 2322 Long-term borrowings, current portion (Note (6)(k)) 2399 Other current liabilities Non-current Liabilities: 2540 Long-term borrowings (Note (6)(k)) 2580 Non-current lease liabilities (Notes (4) and (6)(l)) 2640 Net defined benefit liability, non-current (Notes (4) and (6)(n)) 2670 Other non-current liabilities, others (Notes (6)(f) and (o)) Total Liabilities Equity: 3110 Ordinary shares (Note (6)(p)) 3200 Capital surplus (Note (6)(p)) Retained earnings (Note (6)(p)): 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity (Note (6)(p)) Total Equity TOTAL LIABILITIES AND EQUITY |
December 31, 2024 | December 31, 2023 Amount % 28,206,903 12 34,918 - 12,691,621 6 46,577,414 20 56,692,640 24 1,078,468 - 5,982,299 3 27,935 - 300,000 - 11,443,781 5 |
||
|---|---|---|---|---|---|---|
247,023,713 75 |
||||||
296,596 - 9,560,901 3 56,619,038 17 12,832,118 4 27,559 - 250,258 - 2,264,271 1 |
||||||
247,715,671 75 |
163,035,979 70 |
|||||
3,598,960 1 4,533 - 261,376 - 5,973,602 2 |
2,992,412 2 25,747 - 424,486 - 5,253,106 2 |
|||||
9,838,471 3 |
8,695,751 4 |
|||||
81,850,741 25 |
257,554,142 78 |
171,731,730 74 |
||||
35,874,751 11 2,894,045 1 13,984,045 4 648,488 - 10,361,598 3 7,557,385 3 |
35,874,751 15 2,911,115 1 13,370,424 6 1,447,789 1 8,163,952 3 (648,488) - |
|||||
71,320,312 22 |
61,119,543 26 |
|||||
| $ 328,874,454 100 |
$ 328,874,454 100 |
232,851,273 100 |
The accompanying notes are an integral part of the financial statements.
18
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| 4000 Operating revenue (Notes (4), (6)(r) and (7)) 5000 Operating costs (Notes (6)(e) and (7)) Gross profit from operations 5910 Less:Unrealized profit (loss) from sales (Note (7)) 5920 Add:Realized profit (loss) from sales (Note (7)) Operating expenses (Notes (6)(c), (s) and (7)): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment losses (impairment gains and reversal of impairment losses) determined in accordance with IFRS 9 Net operating income Non-operating income and expenses (Notes (6)(f), (6)(t) and (7)): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method 7900 Profit before tax 7950 Less: Income tax expenses (Notes (4) and (6)(o)) 8200 Profit Other comprehensive income (loss): 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8380 Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income, net of income tax 8500 Total comprehensive income Earnings per share (Notes (4) and (6)(q)) 9750 Basic earnings per share (NT dollars) 9850 Diluted earnings per share (NT dollars) |
For the y | ears ende | d December 31, | % 100 96 |
|---|---|---|---|---|
| 2024 | % 100 96 |
2023 | ||
| Amount $ 554,053,651 531,720,378 |
Amount 442,686,294 424,950,931 |
|||
22,333,273 28,971 39,349 |
4 - - |
17,735,363 39,349 22,319 |
4 - - |
|
22,343,651 |
4 | 17,718,333 |
4 | |
2,452,550 2,326,012 8,121,376 36,090 |
- - 2 - |
1,828,057 2,199,905 7,093,721 10,597 |
- - 2 - |
|
12,936,028 |
2 | 11,132,280 |
2 | |
9,407,623 |
2 | 6,586,053 |
2 | |
314,048 293,485 (740,736) (3,412,067) 2,770,188 |
- - - (1) - |
311,716 134,853 (756) (2,345,589) 2,016,192 |
- - - - - |
|
(775,082) |
(1) | 116,416 |
- | |
8,632,541 1,365,134 |
1 - |
6,702,469 571,737 |
2 - |
|
7,267,407 |
1 | 6,130,732 |
2 | |
104,569 5,179,204 (116,921) 20,914 |
- 1 - - |
(422) 1,635,076 (361,182) (84) |
- - - - |
|
5,145,938 |
1 | 1,273,556 |
- | |
609,638 2,576,069 - |
- 1 - |
(100,879) (367,899) - |
- - - |
|
| 3,185,707 | 1 | (468,778) | - | |
8,331,645 |
2 | 804,778 |
- | |
$ 15,599,052 |
3 | 6,935,510 |
2 | |
$ |
2.03 | 1.71 | ||
| $ | 2.02 | 1.70 |
The accompanying notes are an integral part of the financial statements.
19
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION
STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2023 Profit for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Reversal of special reserve Cash dividends on ordinary shares Changes in equity of associates and joint ventures accounted for using equity method Disposal of investments in equity instruments designated at fair value through other comprehensive income Disposal of investment in equity instruments by subsidiaries designated at fair value through other comprehensive income Balance at December 31, 2023 Profit the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Reversal of special reserve Cash dividends on ordinary share Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method Difference between consideration and carrying amount of subsidiaries acquired or disposed Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2024 |
Share capital | Capital Surplus |
Retained Earnings | Other Equity | Other Equity | Total Equity 59,554,058 6,130,732 804,778 |
|---|---|---|---|---|---|---|
| Exchange Differences on Translation of Foreign Financial Statements |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||
| Oradinary Shares |
Legal Reserve Special reserve Unappropriated Retained Earnings 12,747,957 2,714,597 6,764,615 - - 6,130,732 - - 9,139 |
|||||
| $ 35,874,751 - - |
2,899,927 - - |
(506,716) - (468,778) |
(941,073) - 1,264,417 |
|||
| - | - | - - 6,139,871 |
(468,778) |
1,264,417 |
6,935,510 |
|
| - - - - - - |
- - - 11,188 - - |
622,467 - (622,467) - (1,266,808) 1,266,808 - - (5,381,213) - - - - - (3,471) - - (191) |
- - - - - - |
- - - - 3,471 191 |
- - (5,381,213) 11,188 - - |
|
| 35,874,751 - - |
2,911,115 - - |
13,370,424 1,447,789 8,163,952 - - 7,267,407 - - 125,561 |
(975,494) - 3,185,707 |
327,006 - 5,020,377 |
61,119,543 7,267,407 8,331,645 |
|
| - | - | - - 7,392,968 |
3,185,707 |
5,020,377 |
15,599,052 |
|
| - - - - - - |
- - - (2,059) (15,011) - |
613,621 - (613,621) - (799,301) 799,301 - - (5,381,213) - - - - - - - - 211 |
- - - - - - |
- - - - - (211) |
- - (5,381,213) (2,059) (15,011) - |
|
| $ 35,874,751 |
2,894,045 |
13,984,045 648,488 10,361,598 |
2,210,213 |
5,347,172 |
71,320,312 |
The accompanying notes are an integral part of the financial statements.
20
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment Unrealized foreign exchange (gains) losses Other adjustments Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets at fair value through profit or loss, mandatorily measured at fair value Increase in accounts receivable (Increase) decrease in other receivable Increase in inventories Decrease (increase) in other current assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in financial liabilities held for trading Increase in contract liabilities Increase (decrease) in accounts payable Increase (decrease) in other payables (Decrease) increase in other current liabilities Decrease in net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows inflow (outflow) from operating activities |
2024 $ 8,632,541 705,730 800,135 36,090 3,412,067 (314,048) (259,930) (2,770,188) - (741,986) (1,073) |
2023 6,702,469 659,924 755,414 10,597 2,345,589 (311,716) (102,406) (2,016,192) (96) 655,324 (213) |
|---|---|---|
866,797 |
1,996,225 |
|
60,419 (33,084,297) (40,495,111) (2,263,488) 637,721 |
199,735 (16,144,556) 19,909,449 (8,696,128) (644,358) |
|
(75,144,756) |
(5,375,858) |
|
69,270 4,024,041 74,451,742 196,568 (576,715) (58,541) |
(257,465) 1,049,419 (4,546,173) (359,632) 262,628 (54,130) |
|
78,106,365 |
(3,905,353) |
|
2,961,609 |
(9,281,211) |
|
3,828,406 |
(7,284,986) |
|
12,460,947 317,278 259,930 (3,533,700) (1,123,573) |
(582,517) 303,426 102,406 (2,222,167) (978,581) |
|
8,380,882 |
(3,377,433) |
The accompanying notes are an integral part of the financial statements.
21
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows used in investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease (increase) in other financial assets Increase in other non-current assets Net cash flows used in investing activities Cash flows used in financing activities: Increase in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings (Decrease) increase in other non-current liabilities Cash dividends paid Payment of lease liabilities Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2024 - - (3,443,972) (509,914) 4,475 (485,954) 771,330 (209,658) |
2023 (60,750) 30,188 (3,277,759) (433,126) 2,348 (260,017) (913,947) (271,165) |
|---|---|---|
(3,873,693) |
(5,184,228) |
|
3,791,931 9,629,784 (8,842,300) (11,841) (5,381,213) (28,277) |
7,954,667 3,464,352 (11,242,000) 11,822 (5,381,213) (8,199) |
|
(841,916) |
(5,200,571) |
|
3,665,273 4,171,975 |
(13,762,232) 17,934,207 |
|
$ 7,837,248 |
4,171,975 |
The accompanying notes are an integral part of the financial statements.
22
Appendix 4-Independent Auditors’ Report and Consolidated Financial Statements for Year 2024
Independent Auditors’ Report
To the Board of Directors of Inventec Corporation:
Opinion
We have audited the consolidated financial statements of Inventec Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended December 31, 2024 and 2023, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended December 31, 2024 and 2023 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors ’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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.
1. Inventory Valuation
Please refer to Notes (4)(h), (5) and (6)(e) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for inventory, respectively.
23
Description of the key audit matter:
The Group’s materials may be obsolescence or slow-moving due to the risk of price decline in inventory, the material prepared for designing products and forecast orders may be canceled or changed, or changed on components and quantities. Therefore, the valuation of inventories has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, we have performed certain key audit procedures that included assessing the appropriateness of inventories valuation policies; ensuring the process of inventory valuation is in conformity with the accounting policies; inspecting the inventory aging report; recalculating estimation of inventory valuation based on the Group’s policies.
2. Revenue recognition
Please refer to Notes (4)(p) and (6)(u) for accounting policies and related disclosure information for revenue recognition, respectively.
Description of the key audit matter:
To fulfill the delivery requirements of certain products, the Group has established several hubs to meet customer demand. The Group recognizes sales revenue when the customers pick up the products (transfer of control over products), primarily relying on statements or information provided by hub custodians. Since the hubs are located around the world with numerous custodians and the formats provided by custodians vary, the process of revenue recognition typically involves manual procedures. This may lead to inappropriate timing of sales revenue recognition or discrepancies between the physical inventory and accounting records.
As there are numerous transactions from hubs, and the transactions amount prior to and after the balance sheet date are significant to the financial statements, the cut-off of hub sales revenue has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, we have performed certain key audit procedures, including conducting a cut-off test for hub sales revenue for a specific period prior to and after the balance sheet date, and inspecting relevant documents to assess the reasonableness of management's timing of sales revenue recognition from hubs. For shipments during that period, we sampled and inspected supporting document provided by hub custodians, checked inventory movement records, and verified the transfer of cost of goods sold had been recorded in the appropriate period. For inventory quantities held at hubs at the end of the period, we randomly performed confirmation procedures or conducted physical counts to reconcile with accounting records.
24
Other Matter
Inventec Corporation has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2024 and 2023, on which we have issued an unqualified 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
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 that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
25
-
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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period 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 Rou-Lan Kuo and Ying-Ju Chen.
KPMG
Taipei, Taiwan (Republic of China) March 11, 2025
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
26
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
INVENTEC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| ASSETS Current Assets: 1100 Cash and cash equivalents (Notes (4) and (6)(a)) 1110 Current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) 1120 Current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b)) 1170 Accounts receivable, net (Notes (4), (6)(c) and (7)) 1200 Other receivables, net (Notes (6)(d) and (7)) 1310 Inventories (Notes (4) and (6)(e)) 1470 Other current assets (Notes (6)(k) and (8)) Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) 1517 Non-current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b)) 1550 Investments accounted for using equity method (Notes (4) and (6)(f)) 1600 Property, plant and equipment (Notes (4), (6)(g) and (8)) 1755 Right-of-use assets (Notes (4) and (6)(h)) 1760 Investment property, net (Notes (4), (6)(i) and (8)) 1780 Intangible assets (Notes (4) and (6)(j)) 1900 Other non-current assets (Notes (6)(k), (p) and (8)) TOTAL ASSETS |
December 31, 2024 | December 31, 2023 Amount % 28,133,069 12 277,508 - 645,967 - 92,206,803 38 1,746,043 1 59,896,249 25 9,300,264 4 192,205,903 80 242,263 - 5,297,827 2 431,681 - 29,611,548 13 1,792,380 1 5,052,451 2 582,912 - 4,491,011 2 47,502,073 20 239,707,976 100 LIABILITIES AND EQUITY Current Liabilities: 2100 Short-term borrowings (Note (6)(m)) 2120 Current financial liabilities at fair value through profit or loss (Notes (4) and (6)(b)) 2130 Current contract liabilities (Note (6)(u)) 2170 Accounts payable (Note (7)) 2230 Current tax liabilities 2200 Other payables (Note (7)) 2322 Long-term borrowings, current portion (Note (6)(m)) 2280 Current lease liabilities (Notes (4) and (6)(n)) 2399 Other current liabilities, others (Note (6)(l)) Non-current Liabilities: 2540 Long-term borrowings (Note (6)(m)) 2640 Net defined benefit liability, non-current (Notes (4) and (6)(p)) 2580 Non-current lease liabilities (Notes (4) and (6)(n)) 2670 Other non-current liabilities, others (Note (6)(l)) Total Liabilities Equity attributable to owners of parent: 3110 Ordinary shares (Note (6)(r)) 3200 Capital surplus (Note (6)(r)) 3300 Retained earnings (Note (6)(r)) 3400 Other equity (Note (6)(r)) Total equity attributable to owners of parent 36XX Non-controlling interests Total Equity TOTAL LIABILITIES AND EQUITY |
December 31, 2024 | December 31, 2023 Amount % 43,465,042 18 34,918 - 13,654,891 6 81,307,252 34 2,190,276 1 11,187,272 5 2,890,506 1 230,136 - 14,342,374 6 |
||
|---|---|---|---|---|---|---|
274,426,356 82 |
||||||
375,241 - 10,533,025 3 469,877 - 35,324,177 11 4,228,340 1 5,196,667 2 662,455 - 4,728,177 1 |
||||||
247,482,266 74 |
169,302,667 71 |
|||||
8,389,689 2 291,649 - 2,095,134 1 7,198,794 2 |
2,992,412 1 446,508 - 544,452 - 6,163,555 3 |
|||||
17,975,266 5 |
10,146,927 4 |
|||||
265,457,532 79 |
179,449,594 75 |
|||||
61,517,959 18 |
35,874,751 11 2,894,045 1 24,994,131 7 7,557,385 2 |
35,874,751 15 2,911,115 1 22,982,165 9 (648,488) - |
||||
71,320,312 21 (833,529) - |
61,119,543 25 (861,161) - |
|||||
70,486,783 21 |
60,258,382 25 |
|||||
| $ 335,944,315 100 |
$ 335,944,315 100 |
239,707,976 100 |
The accompanying notes are an integral part of the consolidated financial statements.
27
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
INVENTEC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| 4000 Operating revenue (Notes (4), (6)(u) and (7)) 5000 Operating costs (Note (6)(e)) 5900 Gross profit from operations Operating expenses (Notes (6)(c), (v) and (7)): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment losses determined in accordance with IFRS9 6900 Net operating income Non-operating income and expenses (Notes (6)(f), (w) and (7)): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Shares of loss of associates and joint ventures accounted for using equity method 7900 Profit before tax 7950 Less: Tax expense (Notes (4) and (6)(q)) 8000 Profit Other comprehensive income (loss): 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains on remeasurements of defined benefit plans 8316 Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income 8320 Shares of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8370 Shares of other comprehensive income (loss) of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income, net of income tax 8500 Total comprehensive income Profit (loss), attributable to: 8610 Profit, attributable to owners of parent 8620 Profit (loss), attributable to non-controlling interests Comprehensive income (loss) attributable to: 8710 Comprehensive income, attributable to owners of parent 8720 Comprehensive (loss) income, attributable to non-controlling interests Earnings per share (Notes (4) and (6)(t)) 9750 Basic earnings per share (NT dollars) 9850 Diluted earnings per share (NT dollars) |
For the y | ears ende | d December 31 | % 100 95 |
|---|---|---|---|---|
| 2024 | % 100 95 |
2023 | ||
| Amount $ 646,261,954 612,924,800 |
Amount 514,746,200 488,408,057 |
|||
33,337,154 |
5 | 26,338,143 |
5 | |
3,587,885 5,292,888 12,601,683 38,137 |
- 1 2 - |
2,884,821 4,665,160 11,321,839 3,099 |
1 1 2 - |
|
21,520,593 |
3 | 18,874,919 |
4 | |
11,816,561 |
2 | 7,463,224 |
1 | |
2,931,839 371,320 132,957 (6,027,045) (15,717) |
- - - (1) - |
2,627,571 289,318 1,467,454 (4,588,115) (24,508) |
1 - - (1) - |
|
(2,606,646) |
(1) | (228,280) |
- | |
9,209,915 1,943,697 |
1 - |
7,234,944 1,214,059 |
1 - |
|
7,266,218 |
1 | 6,020,885 |
1 | |
156,288 5,019,570 1,798 31,718 |
- 1 - - |
10,496 1,264,519 218 1,677 |
- - - - |
|
5,145,938 |
1 | 1,273,556 |
- | |
3,185,350 12,517 - |
- - - |
(466,951) (5,500) - |
- - - |
|
| 3,197,867 | - | (472,451) | - | |
8,343,805 |
1 | 801,105 |
- | |
$ 15,610,023 |
2 | 6,821,990 |
1 | |
$ 7,267,407 (1,189) |
1 - |
6,130,732 (109,847) |
1 - |
|
$ 7,266,218 |
1 | 6,020,885 |
1 | |
$ 15,599,052 10,971 |
2 - |
6,935,510 (113,520) |
1 - |
|
$ 15,610,023 |
2 | 6,821,990 |
1 | |
$ |
2.03 | 1.71 | ||
| $ | 2.02 | 1.70 |
The accompanying notes are an integral part of the consolidated financial statements.
28
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
INVENTEC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2023 Profit (loss) for the period Other comprehensive income for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Reversal of special reserve Cash dividends on ordinary shares Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method Disposal of investments in equity instruments designated at fair value through other comprehensive income Others Balance at December 31, 2023 Profit (loss) for the period Other comprehensive income for the period Total comprehensive income for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Reversal of special reserve Cash dividends on ordinary shares Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in non-controlling interests Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2024 |
Attributable to owners of parent | Attributable to owners of parent | Total Equity Attributable to Owners of Parent Non - controllin g Interests 59,554,058 (747,804) 6,130,732 (109,847) 804,778 (3,673) |
Total Equity 58,806,254 6,020,885 801,105 |
|||
|---|---|---|---|---|---|---|---|
| Share Capital | Capital Surplus |
Retained Earnings | Other Equity | ||||
| Exchange Differences on Translation Unrealized Gains (Losses) from Financial Assets Measured at Fair Value of Foreign Financial Statements through Other Comprehensive Income (506,716) (941,073) - - (468,778) 1,264,417 |
|||||||
| Ordinary Shares |
Legal Reserve Special Reserve 12,747,957 2,714,597 - - - - |
Unappropriated Retained Earnings |
|||||
| $ 35,874,751 - - |
2,899,927 - - |
6,764,615 6,130,732 9,139 |
|||||
| - | - | - - |
6,139,871 |
(468,778) 1,264,417 |
6,935,510 (113,520) |
6,821,990 |
|
| - - - - - - |
- - - 10,746 - 442 |
622,467 - - (1,266,808) - - - - - - - - |
(622,467) 1,266,808 (5,381,213) - (3,662) - |
- - - - - - - - - 3,662 - - |
- - - - (5,381,213) - 10,746 - - - 442 163 |
- - (5,381,213) 10,746 - 605 |
|
| 35,874,751 - - |
2,911,115 - - |
13,370,424 1,447,789 - - - - |
8,163,952 7,267,407 125,561 |
(975,494) 327,006 - - 3,185,707 5,020,377 |
61,119,543 (861,161) 7,267,407 (1,189) 8,331,645 12,160 |
60,258,382 7,266,218 8,343,805 |
|
| - | - | - - |
7,392,968 |
3,185,707 5,020,377 |
15,599,052 10,971 |
15,610,023 |
|
| - - - - - - - |
- - - (2,059) (15,011) - - |
613,621 - - (799,301) - - - - - - - - - - |
(613,621) 799,301 (5,381,213) - - - 211 |
- - - - - - - - - - - - - (211) |
- - - - (5,381,213) - (2,059) - (15,011) 15,011 - 1,650 - - |
- - (5,381,213) (2,059) - 1,650 - |
|
| $ 35,874,751 |
2,894,045 |
13,984,045 648,488 |
10,361,598 |
2,210,213 5,347,172 |
71,320,312 (833,529) |
70,486,783 |
The accompanying notes are an integral part of the consolidated financial statements.
29
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
INVENTEC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Dividend income Share-based payments transactions Shares of loss of associates and joint ventures accounted for using equity method Gains on disposal of property, plant and equipment Impairment loss on non-financial assets Unrealized foreign exchange loss Other adjustments Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: (Increase) decrease in financial assets at fair value through profit or loss, mandatorily measured at fair value Increase in accounts receivable Decrease in other receivables Increase in inventories Decrease (increase) in other current assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in financial liabilities held for trading Increase in contract liabilities Increase in accounts payable Increase (decrease) in other payables Decrease in other current liabilities Decrease in net defined benefit liabilities, non-current Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash (outflow) inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows (used in) from operating activities |
2024 $ 9,209,915 2,941,309 1,067,238 38,137 6,027,045 (2,931,839) (259,990) - 15,717 (322,320) - 286,946 (24,438) |
2023 |
|---|---|---|
| 7,234,944 2,415,457 1,096,482 3,099 4,588,115 (2,627,571) (102,406) 605 24,508 (802,292) 515,678 90,597 (1,264) |
||
6,837,805 |
5,201,008 |
|
(4,267) (69,959,626) 215,030 (2,775,309) 382,063 |
188,750 (5,599,779) 8,626 (8,958,423) (1,744,395) |
|
(72,142,109) |
(16,105,221) |
|
85,072 3,940,744 50,959,593 577,720 (1,223,799) (51,926) |
(257,465) 1,060,603 18,632,392 (647,363) (332,676) (31,828) |
|
54,287,404 |
18,423,663 |
|
(17,854,705) |
2,318,442 |
|
(11,016,900) |
7,519,450 |
|
(1,806,985) 2,375,343 259,990 (6,103,917) (1,889,502) |
14,754,394 3,214,197 102,406 (4,576,478) (2,135,677) |
|
(7,165,071) |
11,358,842 |
The accompanying notes are an integral part of the consolidated financial statements.
30
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows used in investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Acquisition of investment properties Decrease(increase) in other financial assets Increase in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase (decrease) in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in other payables to related parties Payments of lease liabilities Increase in other non-current liabilities Cash dividends paid Change in non-controlling interests Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2024 $ - - (4,051,800) 2,322,916 (41,657) - (5,448,272) 345,658 (486,303) (7,746) 473,164 (744,633) |
2023 (60,750) 30,188 - 408,199 (44,180) 1,241 (4,715,994) 1,012,907 (260,205) (4,118) (4,042,062) (1,248,406) |
|---|---|---|
(7,638,673) |
(8,923,180) |
|
19,188,031 14,600,347 (11,575,468) - (518,137) 14,287 (5,381,213) 1,650 |
(3,790,920) 3,980,489 (11,242,000) (5,455) (230,679) 147,866 (5,381,213) - |
|
16,329,497 |
(16,521,912) | |
1,274,979 |
(231,324) |
|
2,800,732 28,133,069 |
(14,317,574) 42,450,643 |
|
$ 30,933,801 |
28,133,069 |
The accompanying notes are an integral part of the consolidated financial statements.
31
Appendix 5
Inventec Corporation Profit Distribution Table Year 2024
Unit: NTD$Total amount 2,968,419,509 125,561,087 210,388 7,267,406,877 (739,317,835) 648,488,017 10,270,768,043 (6,098,707,612) 4,172,060,431 |
|
|---|---|
| Items: | |
| Beginning retained earnings | |
| Add: Defined benefit plans remeasurement | |
| Add: Proceeds from disposal of financial assets at fair value | |
| through other comprehensive income | |
| Add: Net profit after tax | |
| Less: Legal reserve | |
| Add: Reversed Special Reserve | |
| Distributable net profit | |
| Less: Distributable items: Cash Dividend to shareholders (NT$1.7 per share) |
|
| Unappropriated retained earnings |
32
Appendix 6
Inventec Corporation Articles of Incorporation
(Before Amendments)
(This English version is a translation based on the original Chinese version. Where any
discrepancy arises between the two versions, the Chinese version shall prevail.)
CHAPTER 1. GENERAL PROVISIONS
Article 1
This Company is incorporated under the Company Act, with the name and the foreign name of Inventec Corporation.
Article 2
The business scope of the Company is as following:
-
1、CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
-
2、CC01060 Wired Communication Equipment and Apparatus Manufacturing
-
3、CC01070 Telecommunication Equipment and Apparatus Manufacturing
-
4、CC01080 Electronic Parts and Components Manufacturing
-
5、CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.
-
6、CC01110 Computers and Computing Peripheral Equipments Manufacturing
-
7、CC01990 Electrical Machinery, Supplies Manufacturing.
-
8、CE01030 Photographic and Optical Equipment Manufacturing
-
9、CE01040 Watches and Clocks Manufacturing
-
10、F113010 Wholesale of Machinery
-
11、F113020 Wholesale of Household Appliance
-
12、F119010 Wholesale of Electronic Materials
-
13、F401010 International Trade
-
14、F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
-
15、I301010 Software Design Services
-
16、I301020 Data Processing Services
-
17、CB01010 Machinery and Equipment Manufacturing
-
18、CC01120 Data Storage Media Manufacturing and Duplicating
-
19、H701010 Residence and Buildings Lease Construction and Development
-
20、H701020 Industrial Factory Buildings Lease Construction and Development
-
21、H701040 Specialized Field Construction and Development
33
-
22、H703090 Real Estate Commerce
-
23、H703100 Real Estate Rental and Leasing
-
24、CF01011 Medical devices Manufacturing
-
25、F108031 Wholesale of Medical devices
-
26、F208031 Medical devices Retailing
-
27、ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3
The Company may provide guarantee as necessary for the business.
Article 4
The Company has its head office in Taipei City, and the Company may establish branches in and out of this country. The total amount of the investments of the Company by a resolution of the board of directors is not subject to the limit of 40% of its paid-in capital unless the laws provide otherwise.
Article 5
The method of the public announcement of the Company shall be made in accordance with Article 28 of the Company Act.
CHAPTER II. SHARES
Article 6
The authorized capital of the Company is NTD 36,500,000,000, divided into 3,650,000,000 shares, at a par value of NTD 10 per share. The registered capital keeps NTD 200,000,000 divided into 20,000,000 shares provided for exercise of the option of stock option certificates, The shares which have not been issued would be authorized to board of directors to issue in installments.
Article 7
The registered shares of the Company may be made without physical certificates. Nevertheless, the stock of the Company shall be registered with the securities centralized depositary institution.
Article 8
The shareholders of the Company shall fill in the signature card and deliver to the Company or the shares affairs agent of the Company for record, receive dividend and
34
exercise the shareholders' rights.
Article 9
The shareholders of the Company shall conduct shares related affairs or exercise other relevant rights, such as transfer ,pledged, reporting of loss ,inheritance ,gift or change of address, etc. in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies unless the laws, regulations or securities regulation rules provide otherwise.
Article 10
The shareholders' register shall be closed during 60 days prior to the date of an ordinary shareholders' meeting, 30 days prior to the date of an extraordinary shareholders' meeting, or five days period prior to the record dates for distribution of dividends, bonuses or other benefits of the Company.
CHAPTER III. SHAREHOLDER'S MEETING
Article 11
The Company's shareholders' meeting shall be of two types, ordinary shareholders' meeting and extraordinary shareholders' meeting. Ordinary shareholders' meeting shall be convened once a year, and shall be convened within six months after close of each fiscal year. Extraordinary shareholders' meeting shall be convened when necessary in accordance with the relevant laws and regulations. A notice to convene an ordinary meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. Such notice may be publicly announced, provided that for the shareholders who hold less than 1,000 shares.
Article 11-1
The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority and
shall be conduct in accordance with the Company Act and other relevant regulations.
Article 12
Shareholder may attend the meeting by proxy with the signature or seal by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The proxy for attending the shareholders' meeting shall be handled in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority.
35
Article 13
Except those shares for which the voting rights are restricted or excluded as stipulated in Article 179 of the Company Act where there is no voting right for a share, each shareholder of the Company shall have one vote for each share held.
Article 14
Unless otherwise specified in the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present in person, who represent more than one-half of the total number of voting shares. A shareholder who exercises his voting right by way of electronic transmission shall be deemed to have attended the shareholders' meeting in person. Relevant procedures shall be handled in accordance with relevant regulations.
Article 15
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be made in accordance with Article 183 of the Company Act.
CHAPTER IV. DIRECTORS AND AUDIT COMMITTEE
Article 16
The Company shall have seven to eleven directors (including not less than three independent directors). The term of their offices shall be three years. The Company establishes audit committee and the Audit Committee shall be composed of the entire number of independent directors. The election shall adopt the candidate nomination system which is conformed to the Article 192-1 of the Company Act, and the
shareholders shall elect the directors from the list of the nominated candidates and the directors may be re-elected for consecutive terms. Independent and non-independent directors shall be elected at the same time but on separate ballots.
In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. However, the competent authority may, ex officio, order the company to elect new directors within a given time limit; and if no re-election is effected after expiry of the given time limit, the out-going directors shall be discharged from such expiration date.
Total registered shares owned by the directors of the Company shall not be less than a specified percentage of the Rules and Review Procedures for Director and Supervisor
36
Share Ownership Ratios at Public Companies stipulated by the competent securities authority subject to Article 26 of the Securities and Exchange Act.
Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a company's directors:
-
A spousal relationship.
-
A familial relationship within the second degree of kinship.
Article 17
When one-third of the directors are discharged, a special shareholders' meeting shall be convened by the Board of Directors within 60 days to elect new directors or supervisors to fill the vacancies. The term of office of the newly elected director shall be the same as the remaining term of the predecessor.
Article 18
The board of directors is composed of directors. The Chairman will be elected from among directors by a majority vote at a board meeting at which at least two-thirds of directors are present.
The Chairman shall perform his duties authorized by the Company Act or the resolution of the shareholders' meeting. The Chairman shall conduct the business of the Company in accordance with applicable laws and regulations, these Articles of Incorporation of the Company, the resolutions adopted at shareholders' meetings and resolutions adopted by the Board of Directors.
Article 19
Business policy of the Company and other important matters shall be decided by resolutions adopted by the Board of Directors. Any meeting of Board of Directors shall be convened by the Chairman of the Board of Directors who shall also be the chairman of the meeting, provided that the first meeting of each term of the Board of Directors shall be convened in accordance with Article 203 or Article 203-1 of the Company Act.
In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his behalf. A board of directors shall meet at least quarterly. The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. If the board meeting needs to be convened due to emergency, it may be convened at any time.In order to convene the board meeting, notice may be made by written notice, fax or e-mail.
37
Article 20
Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. If the directors cannot attend the board meeting for certain reasons, he/she may appoint another director as his/her proxy each time with a power of attorney stating the scope of authority with reference to the subjects to be discussed at the meeting and powers granted; provided that a director may act as the proxy for only one another director. The board meeting may be convened via video conference, and the directors who attend the board meeting via video conference shall be deemed to have attended the meeting in person.
Article 21
Resolutions adopted at the meeting of the Board of Directors shall be recorded in the minutes and signed or sealed by the chairman. The minutes shall be distributed to each director within twenty days after the meeting. The meeting minutes shall record the discussion and resolution. The minutes shall be well preserved with the attendance book and proxy.
Article 22
The authority of the audit committee and the other compliance issues shall be made according to the relevant laws and regulations, and be determined by the board of directors.
Article 23
No matter net income or loss, the Company shall pay remuneration for all directors conduct the business of the company.
The remuneration of directors may be determined by taking into account their participation in the Company's business and their contribution value, and industry standards and the board meeting is authorized to resolve the amount of the remuneration During the term of their offices, the Company may purchase liability insurance for the directors to indemnify the potential liabilities, according to the relevant laws, to be borne by the directors when they perform their duties for the Company.
CHAPTER V. MANAGERS
Article 24
The Company may appoint one general manager and more managerial personnel, such as
38
business general manager, executive assistant general manager, senior assistant general manager and assistant general manager. The appointment, discharge and the remuneration of the managers shall be handled in accordance with Article 29 of the Company Act.
CHAPTER VI. ACCOUNTING
Article 25
At the close of each fiscal year, the board of directors shall prepare the following statements and records and then submit the same to the shareholders' meeting for recognition in accordance with legal procedures
-
Business Report,
-
Financial Statements, and
-
Proposal for distribution of profit or appropriation of losses.
Article 26
If the Company has a profit of the year shall distribute not less than 3% of the balance as remuneration to Employees and not more than 3% to Directors of the Corporation. However, require that earnings shall first be offset against any deficit. The Corporation may issue stock or distribute cash to employees and the qualification requirements including the employees of subsidiaries of the company. The conditions and measures set by the Board of Directors.
ARTICLE VII. SUPPLEMENTARY PROVISIONS
Article 27
If the Company has profit as a result of the yearly accounting closing, the Corporation shall first pay taxes, then offset its accumulated losses and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve has equaled the paid-in capital of the Corporation then set aside special capital reserve in accordance with relevant laws or regulations or as requested by business. The remaining earnings along with accumulated retained earnings shall reserve appropriate quota depend on business demand,then distribute dividends according to shareholders' meeting resolution and the dividends shall not less than 10% of the current earnings. When dividends paid by the form of issuing new shares, it shall be proposed to shareholders' meeting and distribute according to the resolution of the meeting. The dividend policy of the Company consider 、 capital requirements in the future long-term investment plans needs to be adopted and stockholders’ demand of cash inflow, if the Company has profit, dividends paid by cash shall not be less than 10% of the total dividends.
According to provisions of Company Act Article 240, the Company authorizes the
39
distributable dividends and bonuses, or legal reserve and capital reserve as stipulated in Article 241 of Company Act, in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
Article 28
If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern.
Article 29
This Articles of Incorporation was established on April 15, 1975. The first amendment was made on May 27, 1975. The second amendment was made on November 16, 1976. The third amendment was made on August 25, 1977. The fourth amendment was made on March 1, 1978. The fifth amendment was made on June 8, 1980. The sixth amendment was made on April 28, 1981. The seventh amendment was made on November 20, 1981. The eighth amendment was made on December 13, 1981. The ninth amendment was made on April 22, 1982. The tenth amendment was made on May 7, 1982. The eleventh amendment was made on May 25, 1982. The twelfth amendment was made on June 15, 1982. The thirteenth amendment was made on November 28, 1983. The fourteenth amendment was made on November 12, 1984. The fifteenth amendment was made on July 15, 1986. The sixteenth amendment was made on September 29, 1986. The seventeenth amendment was made on April 15, 1988. The eighteenth amendment was made on August 26, 1988. The nineteenth amendment was made on June 15, 1989. The twentieth amendment was made on December 15, 1989. The twenty-first amendment was made on April 7, 1990. The twenty-second amendment was made on December 11, 1990. The twenty-third amendment was made on May 18, 1991. The twenty-fourth amendment was made on April 18, 1992. The twenty-fifth amendment was made on April 10, 1993.
40
The twenty-sixth amendment was made on April 9, 1994. The twenty-seventh amendment was made on December 2, 1994. The twenty-eighth amendment was made on April 8, 1995. The twenty-ninth amendment was made on April 13, 1996. The thirtieth amendment was made on July 26, 1996. The thirty-first amendment was made on April 24, 1997. The thirty-second amendment was made on April 28, 1998. The thirty-third amendment was made on April 29, 1999. The thirty-fourth amendment was made on April 24, 2000. The thirty-fifth amendment was made on April 27, 2001. The thirty-sixth amendment was made on May 30, 2002. The thirty-seventh amendment was made on May 30, 2003. The thirty-eighth amendment was made on May 27, 2004. The thirty-ninth amendment was made on June 14, 2005. The forty-amendment was made on June 15, 2006. The forty-first amendment was made on June 13, 2007. The forty-second amendment was made on June 13, 2008. The forty-third amendment was made on June 16, 2009. The forty-fourth amendment was made on June 15, 2010. The forty-fifth amendment was made on June 9, 2011. The forty-sixth amendment was made on June 18, 2012. The forty-seventh amendment was made on June 13, 2013. The forty-eighth amendment was made on June 12, 2014. The forty-ninth amendment was made on June 20, 2016. The fiftieth amendment was made on June 16, 2017. The fifty -first amendment was made on June 14, 2018. The fifty-second amendment was made on June 14, 2019. The fifty-third amendment was made on June 14, 2022.
41
Appendix 7
Inventec Corporation Regulations Making of Endorsements/Guarantees
(Before Amendments)
Article 1
The company shall comply with the Regulations when making endorsements/guarantees.
Article 2
The term "endorsements/guarantees" as used in these Regulations refers to the following: 1. Financing endorsements/guarantees, including:Bill discount financing., Endorsement or guarantee made to meet the financing needs of another company, Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the company itself.
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Customs duty endorsement/guarantee, meaning an endorsement or guarantee for the company itself or another company with respect to customs duty matters.
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3.. Any creation of a pledge or mortgage on its chattel or real property as security for the loans of another company.
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Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above three subparagraphs.
Article 3
The company may make endorsements/guarantees for the following companies:
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A company with which it does business.
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A company in which the company directly and indirectly holds more than 50% of the voting shares.
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A company that directly and indirectly holds more than 50% of the voting shares in the company.
Companies in which the company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the public company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the public company holds, directly or indirectly, 100% of the voting shares.
Where a public company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing
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shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint, such endorsements/guarantees may be made free of the restriction of the preceding two paragraphs.
Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the public company, or through a company in which the public company holds 100% of the voting shares.
Article 4
Total amount of endorsements/guarantees of the Company shall not exceed 50% of the net worth on the latest financial statement. Besides, the ceilings on the amount permitted to a single entity shall not exceed 50% of the net worth on the latest financial statement. Where an endorsement/guarantee is made due to needs arising from business dealings, the amount for lending to an individual entity shall not exceed the total transaction amount between the parties in the previous year.
Total amount of endorsements/guarantees of the Company and Subsidiary shall not exceed 50% of the Company’s net worth on the latest financial statement. Besides, the ceilings on the amount permitted to a single entity shall not exceed 50% of the Company’s net worth on the latest financial statement.
When process endorsements/guarantees, the Company shall review detailed procedures, including:
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The necessity and reasonableness of endorsements/guarantees.
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Credit status and risk assessment of endorsements/guarantees.
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Impact on the Company's business operations, financial condition, and shareholders' equity.
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Whether collateral must be obtained and appraisal of the value thereof. In addition, The Company shall have assessment records and obtain collateral after approved by the board of directors, or the board of directors may authorize the Chairman to decide such matters when the transaction is within a specified amount and then submit to the board of directors for ratification. The amount of endorsements/ guarantees reaches 5% or more than the company's net worth as stated in its latest financial statement, shall be subject to the consent of audit committee and be submitted to board of director for a resolution.
For circumstances in which an entity for the Company makes any endorsement/guarantee is a subsidiary whose net worth is lower than half of its paid-in capital, shall process according to relevant follow-up monitoring and control measures:
- Subsidiary shall prepare the operational improvement plan to the Company.
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2. Subsidiary shall regularly submit the execution of the improvement plan to the Company.
In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted.
Where the Company needs to exceed the limits set out in the Regulations to satisfy its business requirements, and where the conditions set out in the Regulations are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the Regulations accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit.
Article 5
The company shall execute the following control activities when supervising its subsidiaries' audit management:
1.Where a subsidiary intends to make endorsements/guarantees, the company shall instruct it to formulate its own regulations which approved by resolution at a board meeting and the shareholders' meeting , and it shall comply with the regulations.
- File statements of endorsements/guarantees made by the subsidiaries for the preceding month each calendar month.
3.The company's internal audit shall conduct subsidiary audits. Upon submission of the audit findings and recommendations in reports, the company shall notify the audited subsidiary to make corrections and prepare follow-up reports.
Companies in which the company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees according to Article 3 item2 after reporting to the board of directors of the company
This restriction shall not apply to endorsements/guarantees made between companies in which the public company holds, directly or indirectly, 100% of the voting shares. Where as a result of changes of condition the entity for which an endorsement/guarantee is made no longer meets the requirements of these Regulations, or the amount of endorsement/guarantee exceeds the limit, the company shall adopt rectification plans and submit the rectification plans to audit committee, and shall complete the rectification according to the timeframe set out in the plan
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Article 6
When the Company process or cancel endorsement/guarantee, the in-charge department shall file a guarantee application form or a cancellation form to specify name of the company, target, type, reason and amount, and submit to chairman to make decision. Besides, the finance department shall record guarantee matters in account according to their nature. In addition, The Company shall prepare a memorandum containing its endorsement/guarantee activities and truthfully record the following information: the subject of the endorsement/guarantee, the name of the party for whom the endorsement/guarantee was made, the credit information, the result of the risk evaluation, the amount and the date of the endorsement/guarantee, the date of the Board of Director’s resolution or Chairman’s decision, the content of the Collateral, the condition and date for discharging the obligation of the endorsement/guarantee and other shall be carefully evaluated matters. The finance department shall prepare “classification statement of changes in amount of external endorsement/guarantee” of last month to Chairman at the beginning of every month. Besides, the finance department shall evaluate and record the contingent loss for endorsements/guarantees and disclose information regarding the endorsement/guarantee in the financial report and provide related information to the CPA for proceeding necessary audit procedure and issuing the proper audit report
Article 7
The Company shall use the company chop (hereinafter, the "Chop") which is registered with the Ministry of Economic Affairs for the use of endorsement and/or guarantee. The Chop shall be under the safekeeping of special personnel and may be used or to issue negotiable instruments only in accordance with internal procedures. The appointment and the change of the personnel safekeeping the Chop shall be approved by the Board of Directors. If the Company provides guarantees in favor of a foreign company, the guarantee agreement shall be signed by the person who was authorized by the Board of Directors
Article 8
The company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries by the 10th day of each month. The company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence:
- The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50% or more of the public company's net worth as stated in its latest financial
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statement.
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The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches 20% or more of the company's net worth as stated in its latest financial statement.
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The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for, book value of investments accounted for using equity method, and balance of loans to, such enterprise reaches 30% or more of company's net worth as stated in its latest financial statement.
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The amount of new endorsements/guarantees made by the company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the company's net worth as stated in its latest financial statement.
The company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to subparagraph 4 of the preceding paragraph.
The expression "public disclosure and filing" or "publicly disclose and
file" as used in this article means entering the information into the website specified by the FSC for the submission of electronic filings.
Net worth under these Regulations means the balance sheet equity attributable to the owners of the parent company.
Article 9
The company's internal auditors shall audit the Procedures for Making of Endorsements/Guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify audit committee in writing of any material violation found.
The company shall comply with these Regulations when making endorsements/guarantees. Any material violation found, punishment being imposed on the managers or personnel in charge.
Article 10
The regulations shall approve by audit committee and then submitted to the board of directors for a resolution and submit them for approval by the shareholders' meeting, the same shall apply to any amendments to the procedures,where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion for discussion by the shareholders'meeting. (The Regulations were amended on Jun. 14th, 2019.)
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Appendix 8
Inventec Corporation Regulations Governing Loaning of Funds
(Before Amendments)
Article 1
The company shall comply with these Regulations when making loans to others.
Article 2
The company shall not loan funds to any of its shareholders or any other person except under the following circumstances:
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Where an inter-company or inter-firm business transaction calls for a loan arrangement.
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Where an inter-company or inter-firm short-term financing facility is necessary.
Article 3
Short-term financing facility refers to the following:
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A company in which the company directly and indirectly holds more than 50% of the voting shares having a business need for short-term financing.
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2.Where an inter-company or inter-firm short-term financing facility is necessary due to purchase of materials or operational needs..
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Other approval by the board of directors.
Article 4
Financing amount shall not exceed 50% of the Company’s net worth on the most current financial statements.
1.Where an inter-company or inter-firm short-term financing facility is necessary, provided that total financing amount shall not exceed 40% of the company's net worth of latest financial report , individual financing amount shall not exceed 50% of loanable funds.
- Where funds are loaned for reasons of business dealings, shall consider whether the amount of a loan is commensurate to the total amount of trading between the two companies, provided that total financing amount shall not exceed 50% of the company's net worth of latest financial report, individual financing amount shall not
exceed trading amount in recent year.” Trading amount” means the amount of purchase or sale between the parties, whichever is higher.
The restriction in the preceding paragraph 1 shall not apply to loan made between foreign companies in which the company holds, directly or indirectly, 100% of the voting
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shares,or a foreign company in which the Company directly and indirectly holds 100% of the voting shares, loaning of funds to the Company. Total financing amount shall not exceed 50% of the company's net worth of latest financial report, individual financing amount shall not exceed 50% of loanable funds. The durations of loans means one year, or where the company's operating cycle exceeds one year, one operating cycle.
Article 5
Loans of funds between the public company and its subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the board of directors pursuant to the Article 8, and the chairman may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down. The "certain monetary limit" mentioned in the preceding paragraph shall be in compliance with Article 4. In addition, the authorized limit on loans extended by the company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company.
Article 6
The durations of loans means one year, or where the company's operating cycle exceeds one year, one operating cycle. The borrower has been already reimbursed of borrowing, if need to be renewed, should re- apply.
Article 7
Interest, as agreed interest rate, but didn't must be lower than bank short term loan rate or money market rate.
Article 8
When the borrower applies for a loan, the company shall evaluate its business conditions, finance finance and solvency , borrow purpose etc and create credit information by detailed review procedure. After signing by chairman and approval of the board of directors ,the company can lend to the borrower . Total financing amount reaches 2% or more than the Company’s net worth as stated in its latest financial report shall be subject to the consent of audit committee and be submitted to board of director for a resolution. Detailed review procedures, including:
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The necessity of and reasonableness of extending loans to others.
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Borrower credit status and risk assessment.
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Impact on the company's business operations, financial condition, and shareholders' equity.
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Whether collateral must be obtained and appraisal of the value thereof.
The company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be carefully evaluated.
The company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the supervisors in writing of any material violation found.
Article 9
To ensure the creditor's rights of the company, the borrower should provide a promissory note in order to present to bank for payment. Besides, the company can request the borrower to provide the chattels, real property as collateral in necessary. Except for land and securities, the collateral should be insured.
Article 10
Above-mentioned loan funds to others, the finance should establish the detail ledger to post, its contents includes borrower name, amount and directorate resolution date, loan date and projected pay date, balance in the end of this month and pledge.
Article 11
The company shall announce and report the previous month's loan balances of its and subsidiaries by the 10th day of each month.
The company whose loans of funds reach one of the following levels shall announce and report such event within two days commencing immediately from the date of
occurrence:
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The aggregate balance of loans to others by the public company and its subsidiaries reaches 20% or more of the company's net worth as stated in its latest financial statement.
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The balance of loans by the public company and its subsidiaries to a single enterprise reaches 10% or more of the company's net worth as stated in its latest financial statement.
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The amount of new loans of funds by the company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more of the company's net worth as stated in its latest financial statement.
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The company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to subparagraph 3 of the preceding paragraph. The expression "public disclosure and filing" or "publicly disclose and file" as used in this article means entering the information into the website specified by the FSC for the submission of electronic filings.Net worth under these Regulations means the balance sheet equity attributable to the owners of the parent company.
Article 12
After allocate funds, the company shall appraisal finances, operating and credit standing regularly of the borrower and sponsor. Where collateral is provided, changes in its values shall be noted, and any material change shall be immediately reported to the chairman and be dealt with according to the instruction to ensure the creditor's right. The company shall adopt appropriate conservatory measures when there is a likelihood of overdue claims
Article 13
The company's internal auditors shall audit the Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify audit committee in writing of any material violation found.
The company shall comply with these Regulations when making loans to others. Any material violation found, punishment being imposed on the managers or personnel in charge.
Article 14
If, as a result of a change in circumstances, an entity for which loan is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, the company shall adopt rectification plans and submit the rectification plans to audit committee, and shall complete the rectification according to the timeframe set out in the plan.
The company shall execute the following control activities when supervising its subsidiaries' audit management:
1.Where a subsidiary intends to loan funds to others, the company shall instruct it to formulate its own regulations which approved by resolution at a board meeting and the shareholders' meeting , and it shall comply with the regulations.
- File statements of loaning of funds made by the subsidiaries for the preceding
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month each calendar month.
3.The company's internal audit shall conduct subsidiary audits. Upon submission of the audit findings and recommendations in reports, the company shall notify the audited subsidiary to make corrections and prepare follow-up reports.
Article 15
The regulations shall subject to the consent of audit committee, and submit to board of directors for a resolution and submit them for approval by the shareholders' meeting. The same shall apply to any amendments to the procedures, where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion for discussion by the shareholders'meeting.
(The Regulations were amended on Jun. 14th, 2019.)
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Appendix 9
Inventec Corporation Rules of Procedure for Shareholders Meetings
Article 1
To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.
Article 2
The Company’s shareholders meeting shall be convened by the board of directors unless applicable laws and regulations provide otherwise.
The Board of Directors or other authorized conveners of shareholders’ meetings may require the Company or the shareholder service agent to provide with the roster of shareholders.
The notice to convene a ordinary shareholders’ meeting shall be given to each shareholder no later
than 30 days prior to the scheduled meeting date. 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 on the MOPS no later than 30 days prior to the scheduled meeting date. The notice to convene a extraordinary shareholders’ meeting shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. 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 on the MOPS no later than 15 days prior to the scheduled meeting date
The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice and the public notice to be given to shareholders.
The election or discharge of directors, the amendment of this Company’s Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of 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 spin-off the Company, or the matters specified in Article 185, paragraph 1 of the Company Law, or Article 26-1 and Article 43-6 of the Securities and Exchange Law, or Article 56-1 or Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed and the essential contents shall be explained among the reasons for the meeting, and may not be proposed as extraordinary motions.
Article 3
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by
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providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days on the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
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 via visual communication network 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.
Article 4
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. When the Company convene a shareholders’ meeting by means of visual communication networks, it’s no restriction of venue as stated in the preceding paragraph.
Article 5
This Corporation shall specify in its shareholders meeting notices the time during which shareholders, solicitors, proxies (hereinafter referred to as shareholders) attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
In case the shareholders' meeting is to be held in the form of a video conference, the shareholders' participation in the video conference, the method with which they exercise their rights, whether the video conference was held due to natural disasters, accidents, or other force majeure, and alternative plans for shareholders who are unable to attend the video conference shall be fully recorded. 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. Shareholders shall register on the video conference platform 30 minutes prior to the start of the shareholders’ meeting. Those who have completed the registration are deemed to have attended the shareholders' meeting in person. Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. No arbitrary requirements shall be imposed on shareholders to provide
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additional evidentiary documents beyond those showing eligibility to attend. Solicitors soliciting proxy forms shall also bring identification documents for verification.
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, pre-printed ballots shall also be furnished.
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 it in the meeting.
In case the shareholders' meeting is to be held in the form of a video conference, shareholders who wish to attend shall register with the Company two days prior to the start of the meeting. Attendance and voting at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards and the shares registered on the video conference platform, handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other 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. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 6
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors, relevant proposals (including extraordinary motions and amendments to the original proposals) shall be voted case-by-case. 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
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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. Only if the chair adjourns the meeting in violation of these rules and procedures, the shareholders cannot designate any other person as chair and continue the meeting in the same or other place after the meeting is adjourned.\
Article 7
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the chairman shall appoint one of the directors to act 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 in person. 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.
Article 8
The chair shall call the meeting to order and announce relevant information of the number of non-voting rights and the number of shares attending at the appointed meeting time. In case the Company holds a shareholders' meeting through video conferencing, the chair and the minutes taker shall be located in the same place in Taiwan. Furthermore, the chair shall announce the address of the gathering place at the time of the meeting.
However, 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 1 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, and the attending shareholders still represent less than one third 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 1 month. In case the shareholders' meeting is to be held in the form of a video conference, shareholders who wish to attend shall re-register with the Company in accordance with the provisions of Article 5.
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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.
Article 9
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.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. 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 shareholder that has the floor; the chair shall stop any violation.
Article 10
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 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.
In case the shareholders' meeting is to be held in the form of a video conference, shareholders participating in the video conference may ask questions in texts on the video conferencing platform once the chair announces the start of the meeting until the meeting ends. The number of questions asked for each proposal shall not exceed two, and each question shall be limited to 200 words. However, the provisions of the preceding article and paragraph 1 of this Article shall not apply. If the question mentioned in the preceding paragraph does not violate any rules and does not exceed the scope of the proposal, the question shall be disclosed on the video conferencing platform.
Article 11
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 and call for a vote and arrange adequate polling hours. 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.
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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.
In case the Company holds a shareholders' meeting via video conference, the shareholders participating in the video conference shall vote on various proposals through the video conferencing platform after the Chair announces the start of the meeting. Shareholders shall complete their voting before the Chair announces the close of voting, and those who fail to cast their votes before the deadline will be deemed as having abstained from voting.
In case the shareholders' meeting is to be held in the form of a video conference, the votes shall be counted at that time, and the voting and election results shall be announced after the Chair announces the close of voting. For shareholders who have registered to attend the shareholders' meeting via video conference in accordance with the provisions of Article 5 but wish to attend the physical shareholders' meeting in person, they shall cancel their registration in the same manner as they signed up for it two days before the start of the shareholders' meeting. Those who fail to cancel within the time limit may only attend the shareholders' meeting via the video conference.
Those who exercise their voting rights in writing or electronic transmission without revoking their intentions and still participate in the shareholders' meeting via video conference shall not exercise their voting rights on the original proposal, propose amendments to the original proposal, or exercise their voting rights for amendments to the original proposal, except for extempore motions.
In case the shareholders' meeting is to be held in the form of a video conference, the voting and election results shall be disclosed on the video conferencing platform in accordance with the rules immediately after the voting is over and shall remain for at least 15 minutes after the chairman announces the dismissal of the meeting.
Article 12
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.
When the Company 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.
A shareholder intending to exercise voting rights by correspondence or electronic means or via the video conference under the preceding paragraph shall deliver a written declaration of intent to the
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Company 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.
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 the Company, 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 of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending.
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.
Article 13
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.
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 5 days in accordance with Article 182 of the Company Act.
In case the shareholders' meeting is to be held in the form of a video conference, the Company may provide a simple connection test for shareholders before the meeting and then also provide relevant services immediately before and during the meeting to assist in the technical issues of communication.
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Except for matters that do not require postponing or resuming the meeting announced by the Chair separately at the start of the meeting, as stipulated in Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, any disconnection of the video conferencing platform or participation for up to 30 minutes due to natural disaster, accidents, or other force majeure before the Chair announces the dismissal of the meeting shall result in the meeting being postponed or resumed within 5 days of the meeting, to which Article 182 of the Company Act shall not apply.
For the meeting that shall be postponed or resumed due to the occurrence of the preceding paragraph, shareholders who have not registered to participate in the original shareholders' meeting via video conference shall not participate in the postponed or resumed meeting.
For a meeting that shall be postponed or resumed in accordance with the second paragraph, regarding shareholders who have signed up for the original shareholders' meeting via video conference and have signed in but do not participate in the postponed or resumed meeting, the number of shares, the voting rights, and the election rights exercised by those shareholders at the original shareholders' meeting shall be included in the total number of shares, voting rights, and election rights of shareholders present at the postponed or resumed meeting.
For the shareholders' meeting that is postponed or resumed in accordance with the provisions of Paragraph 2, it is not necessary to re-discuss and resolve the resolutions for which the voting and counting of votes have already been completed and the voting results or the list of elected directors have already been announced.
In case the video conferencing cannot be resumed due to the occurrence of Paragraph 2, if, after deducting the number of shares held by the shareholders who participate in the video conference, the total number of shares held by the attending shareholders still reaches the statutory quorum for the shareholders' meeting, the shareholders meeting shall be continued, and postponing or resuming the meeting in accordance with Paragraph 2 is not necessary.
For shareholders who participate in the shareholders' meeting via video conference due to the occurrence of the preceding paragraph that requires the meeting to be continued, the number of shares held by the shareholders present in the video conference shall be included in the number of total shares held by the attending shareholders. However, they shall be deemed to have abstained from all of the resolutions of said shareholders' meeting.
To postpone or resume the meeting in accordance with the provisions of Paragraph 2, the relevant preparatory work shall be completed in accordance with the date of the original shareholders' meeting, as well as all of the provisions listed in Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
In case the shareholders' meeting is to be held in the form of a video conference, shareholders who are unable to take part in the video conference shall be provided with alternative plans.
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Article 14
The election of directors or supervisors 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 as directors and the numbers of votes with which they were elected and the list of fail to be elected directors and the numbers of votes which they were obtained. 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 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating 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 pursuant to Article 183 of the Company Act.
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 voting results, (including the statistical tallies of the numbers of votes). Where there is an election of directors, the statistical tallies of the numbers of votes for each candidate shall be disclosed and shall be retained for the duration of the existence of this Corporation.
In case the shareholders' meeting is to be held in the form of a video conference, except for matters that shall be recorded in accordance with the preceding paragraph, the minutes of the shareholders' meeting shall include the start and end time of the shareholders' meeting, the method with which the meeting is held, whether the video conference was held due to natural disasters, accidents, or other force majeure, and the situation and troubleshooting methods in the face of obstacles.
In case the shareholders' meeting is to be held in the form of a video conference, except for matters that shall be recorded in accordance with the preceding paragraph, the meeting minutes shall include the alternative plans for shareholders who are unable to attend the video conference.
Article 16
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 the number of shares whose voting rights are exercised by correspondence or electronically and shall make an express disclosure of the same at the place of the shareholders meeting.
In case the shareholders' meeting is to be held in the form of a video conference, the Company shall upload the aforementioned information to the video conferencing platform at least 30 minutes before the start of the shareholders’ meeting and said information shall remain until the end of the meeting.
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In case the shareholders' meeting is to be held in the form of a video conference, the total number of shares held by the attending shareholders shall be disclosed on the video conferencing platform. The same shall apply if the total number of shares and voting rights of the shareholders attending the meeting is otherwise calculated during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 18
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm
bands.
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.
Article 19
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.
The recorded materials of the preceding paragraph shall be retained for at least 1 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.
In case the shareholders' meeting is to be held in the form of a video conference, records shall be kept of shareholders' registration, sign-up, sign-in, proposals, votes, company vote counting results, etc. The video conference shall also be continuously recorded without interruption in both audio and video format.
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The materials and audio and video recordings mentioned in the preceding paragraph shall be kept during the period of existence, and the audio and video recordings shall be handed over to those entrusted with the handling of video conference affairs for safekeeping.
Article 20
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
(The Rules were amended on June 14th, 2022.)
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Appendix 10
Inventec Corporation Shareholdings of Directors
As of March 30, 2025 (Book closure date), all directors’ shareholdings and legal minimum shareholdings are as follows:
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Total common shares issued: 3,587,475,066 shares.
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According to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," if the Company has elected two or more independent directors, the share ownership figures calculated at the rates set forth for all directors and supervisors other than the independent directors shall be decreased to 80 percent, the minimum required shareholding of all directors by law: 86,099,401shares. The Company had set up Audit Committee, so there is no applicable for the minimum required shareholding of supervisors by law.
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Total shareholding of all directors: 448,849,616 shares. The shareholding is in compliance with regulatory requirements.
| Position | Name | Number of shares |
|---|---|---|
| Chairman | Yeh,Li-Cheng | 117,412,472 |
| Director | Yeh, Kuo-I | 176,361,330 |
| Wen, Shih-Chih | 35,685,590 | |
| Lee, Tsu-Chin | 115,833,835 | |
| Chang, Ching-Sung | 2,602,078 | |
| Cho,Tom-Hwar | 954,311 | |
| Independent Director | Chang, Chang-Pang | 0 |
| Chen, Ruey-Long | 0 | |
| Wea,Chi Lin | 0 | |
| Total | 448,849,616 |
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