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INX — AGM Information 2020
Jul 2, 2020
52330_rns_2020-07-02_5843bcac-8a05-4bef-a513-dfd6fc4c8b8e.pdf
AGM Information
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INNOLUX CORPORATION Minutes of 2020 Annual General Shareholders Meeting
Time & Date : 9:00 a.m. on June 19 2020
Location : 3F, No.36 Ke Yan Rd., Zhunan Township, Miaoli County
(The assembly hall of the Administrative Service Center of Zhunan Park, Hsinchu Science Park)
Total shares represented by shareholders present in person or by proxy: 5,458,958,403 shares (Including 3,314,279,910 shares casted electronically),Percentage of shares held by shareholders present in person or by proxy: 56.68%
Attendees:Jin-Yang Hung, Chairman of the Board of Directors
Chu-Hsiang Yang, Director
Chin-Lung Ting, Director
Hsieh, Chi-Chia, Independent Director
Zhen-Wei Wang, Independent Director
Wang, Wei-Fan, Attorney
Wu, Han-Chi, Certified Public Accountant of PWC Taiwan
Chair: Jin-Yang Hung, Chairman of the Board of Directors Recorder: Joyce Chen
Commencement (The aggregate shareholding of the shareholders present in person or by proxy constitutes a quorum. The Chair called the meeting to order.)
Chairperson Remarks (omitted) Reporting Items
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1.Operating Report of the year of 2019. (Attachment 1)
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Audit Committee’s Review Report. (Attachment 2)
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3.Formulation and amendment of Regulations for Share Repurchase of the Company(Attachment 3)
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4.The Status of Treasury Stocks Transferring.
-
5.Issue of overseas unsecured and convertible Corporate Bonds.
Adopting Items
(Proposed by the Board of Directors)
-
Proposal 1 : 2019 Operating Report and the Financial Statement of the Company. Adoption is respectfully requested.
-
Explanation : 1. 2019 financial statements of the Company had been duly audited by CPA Wu, Han-Chi and CPA Liang Hua-Ling of Pricewaterhousecoopers.
-
The Operating report and finance statements are attached hereto as Attachment 1&4.
Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.
(Including3,314,279,910 shares casted electronically)
| Voting Condition | Voting rights | % of the total represented share present |
| Votes in favor (electronicVotes) |
4,800,344,147 (2,660,305,995) |
87.93% |
| Votes against (electronicVotes) |
9,187,325 (9,187,325) |
0.16% |
| Invalid Votes (electronicVotes) |
0 (0) |
0.00% |
- 1 -
Votes abstained 649,368,980 (electronic Votes) (644,786,590)
11.89%
(Proposed by the Board of Directors)
-
Proposal 2 : The Proposal for making up losses for the year of 2019. Adoption is respectfully requested.
-
Explanation : 1. The Company's undistributed earnings at the beginning of 2019 was NT$47,354,032,180. After deducting the retained earnings adjustment of NT$46,596,037, the after-tax net loss of the current period of
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NT$17,442,990,310 and the special earnings reserve of NT$2,661,974,482, the Company's undistributed earnings at the end of 2019 was NT$27,202,471,351.
-
Table of Losses Offsetting of Year re attached hereto as Attachment 5.
Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.
(Including3,314,279,910 shares casted electronically)
| Voting Condition | Voting rights | % of the total represented share present |
| Votes in favor (electronicVotes) |
4,846,828,978 (2,706,790,826) |
88.78% |
| Votes against (electronicVotes) |
5,564,763 (5,564,793) |
0.10% |
| Invalid Votes (electronicVotes) |
0 (0) |
0.00% |
| Votes abstained (electronicVotes) |
606,506,711 (601,924,321) |
11.11% |
Discussion and Election Items
(Proposed by the Board of Directors)
-
Proposal 1 : Proposal of cash distribution from capital surplus. Approval is respectfuly requested.
-
Explanation : 1. Pursuant to Artice 241 of the Company Act, the Company will distribute the capital reserve of income derived from the issuance of new shares at a premium at the amount of NT$ 963,107,198. The distribution will be made according to shareholders and the shares held by the shareholders registered on the shareholders' roster on the distribution record date. Each share will receive the distribution in cash at the amount of NT$0.1. The distribution by cash shall be calculated until NT$1. For the amount less than NT$1 shall be completely round down. It is proposed to authorize the Chairman to seek certain person to fully handle the remainder of the distribution less than NT$1.
-
In the event that there is change in capital of the Company affecting the outstanding shares of the Company, causing the distribution ratio shall be changed and adjusted, it is proposed that the Chairman be authorized to handle this situation.I
-
It is proposed that the Chairman be authorized to decide the distribution record date, the distribution date, and other related matters after this proposal is resovled by the shareholders’ meeting.
Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.
(Including3,314,279,910 shares casted electronically)
| Voting Condition | Voting rights | % of the total represented share present |
| Votes in favor (electronicVotes) |
4,841,239,584 (2,701,201,432) |
88.68% |
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| Votes against (electronicVotes) |
11,688,244 (11,688,244) |
0.21% |
|---|---|---|
| Invalid Votes (electronicVotes) |
0 (0) |
0.00% |
| Votes abstained (electronicVotes) |
605,972,624 (601,390,234) |
11.10% |
(Proposed by the Board of Directors)
-
Proposal 2 : The proposal of transferring shares bought back to employees at a price lower than the average price of the actually purchased shares is hereby submitted for consideration., Approval is respectfuly requested.
-
Explanation : 80,000,000 shares of the Company were bought back in the first trench by the Company. In order to stimulate the employees and improve their loyalty, the Company plans to transfer the shares to employees at an average price of NT$7.73 which is lower than the actual price of the shares bought back. According to Article 10-1 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, the Company will transfer the shares to employees at an average price lower than the actual price of the shares bought back, and the following is to be stated:
-
(1) Transfer Price, Discount Ratio, Calculation Basis and Reasonableness: The actual transfer price is NT$3.50, which is 45.28% of the average price of NT$7.73. The discount rate is reasonable according to the current economic situation and the future operation of the Company.
-
(2) Number of Shares Transferred, Purpose and Reasonableness:
-
Number of shares transferred: 80,000,000.
-
Purpose: To stimulate employees and improve their loyalty.
-
Reasonableness: It is estimated that 80,000,000 shares will be
- transferred to employees, accounting for 0.82% of the issued shares; this is in line with the relevant laws and regulations. It is also reasonable that the purpose of transfer is to stimulate employees and talents.
-
-
(3) Qualifications of the Subscribing Employees and Number of Shares That May Be Subscribed to:
-
Qualification of employees: In accordance with Article 4 of the Company's Measures for Buyback of Shares for Transfer to Employees.
-
Number of shares that may be subscribed to: To be handled in accordance with Article 5 of the Company's Measures for Buyback of Shares for Transfer to Employees.
-
-
(4) Impact on Shareholders' Rights:
-
Amount of possible expensed funds and dilution of earnings per share: Based on the closing price of NT$6.27 and the transfer price of NT$3.50 on the day before the 8th board of directors’ meeting of the Company (May 5, 2020), the possible amount of expensed funds is about NT$221,600 thousand (to be calculated separately according to the actual transfer base date); the dilution of per-share earnings shall be the amount of possible expensed funds divided by the number of the Company’s shares issued and outstanding, which is 0.0228%.
-
State the financial burden on the Company caused by the share transfer to employee at a price lower than the average price of the actually purchased shares:
-
The average price of the treasury shares bought back by the Company is NT$7.73 per share, and totally 80,000,000 shares were bought back with an amount of NT$618,580,223. The cash outflow calculated by transferring 80,000,000 shares to employees at NT$3.50 per share is
-
-
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NT$338,979 thousand. Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.
(Including3,314,279,910 shares casted electronically)
| Voting Condition | Voting rights | % of the total represented share present |
| Votes in favor (electronicVotes) |
3,671,834,017 (1,532,325,865) |
67.26% |
| Votes against (electronicVotes) |
1,174,948,914 (1,174,418,914) |
21.52% |
| Invalid Votes (electronicVotes) |
0 (0) |
0.00% |
| Votes abstained (electronicVotes) |
612,117,521 (607,535,131) |
11.21% |
(Proposed by the Board of Directors)
-
Proposal 3 : Amendments to “ Procedures for Engaging in Derivatives Trading” of the Company. Approval is respectfully requested.
-
Explanation : 1. In conformity with the amendments of laws & regulations , it is proposed to amend “ Procedures for Engaging in Derivatives Trading” of the Company.
-
The comparative table of the amended provisions is attached hereto as Attachment 6.
Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.
(Including3,314,279,910 shares casted electronically)
| Voting Condition | Voting rights | % of the total represented share present |
|---|---|---|
| Votes in favor (electronicVotes) |
4,847,207,062 (2,707,168,910) |
88.79% |
| Votes against (electronicVotes) |
5,517,037 (5,517,037) |
0.10% |
| Invalid Votes (electronicVotes) |
0 (0) |
0.00% |
| Votes abstained (electronicVotes) |
606,176,353 (601,593,963) |
11.10% |
(Proposed by the Board of Directors)
-
Proposal 4 : Amendments to “Rules of Shareholders’ Meeting” of the Company. Approval is respectfully requested.
-
Explanation : 1. In conformity with the amendments of laws & regulations , it is proposed to amend “Rules of Shareholders’ Meeting” of the Company.
-
The comparative table of the amended provisions is attached hereto as Attachment 7.
Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.
(Including3,314,279,910 shares casted electronically)
| Voting Condition | Voting rights | % of the total represented share present |
| Votes in favor (electronicVotes) |
4,847,410,461 (2,707,372,309) |
88.79% |
| Votes against (electronicVotes) |
5,447,820 (5,447,820) |
0.09% |
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| Invalid Votes (electronicVotes) |
0 (0) |
0.00% |
|---|---|---|
| Votes abstained (electronicVotes) |
606,042,171 (601,459,781) |
11.10% |
(Proposed by the Board of Directors)
-
Proposal 5 : Proposal to by-election of directors. Approval is respectfully requested.
-
Explanation : 1. The 8th director of the company is missing a seat, and it is planned to conduct a by-election according to the company.
-
One director shall be elected this time, the term of office from the date of election to June 30, 2022.
-
The number of nominated directors is prescribed under the Articles of Incorporation; the candidate nomination system is adopted in accordance with Articles of Incorporation. Shareholders shall elect the directors and supervisors from the list of the candidates. For the educational background, experience, and other related information of the candidates, please refer to Attachment 8.
-
It is proposed to submit for election.
Election Results: Directors-Elect list as below:
| Title | Name | Votes |
|---|---|---|
| Director | Jyh-Chau Wang | 4,354,427,205 |
Extemporary Motion
Shareholder speech : Shareholder Account No. 582639 、 682981
Adjourn Meeting: The meeting was adjourned at a.m. 09:40
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Attachment 1
INNOLUX CORPORATION 2019 Operating Report
1. 2019 Operating Report
In 2019, the global economy fell into a synchronous slowdown. According to the statistics of the International Monetary Fund, the economic growth rate was only 3%, which is the lowest since the global financial crisis, and represents the most serious decline since the synchronous global economic recovery to an annual growth rate of 3.8% in 2017. However, the sluggish economic growth this time is mainly due to the uncertainty caused by global tariff barriers and fierce trade conflicts, resulting in the decline of both capital investment and demand for goods, and the slowdown of global economic growth.
Due to the continuous new panel capacity in mainland China, the oversupply of the panel market, the continuous decline of the panel price, and the impact of the tariff increase due to the Sino-US trade war, the overall operation and growth of the Company has been severely challenged. The consolidated revenue in 2019 was NT$252 billion, a decline of 9.8%, with an after-tax net loss of NT$17.4 billion and a loss per share of NT$1.77. However, owing to the hard work of the Company's business team, the business continues to generate a positive cash flow with an annual EBITDA of 6.0%; the overall financial status is still stable.
After a whole year of refinement, and with the promulgation of automobile emission standards, the finalization of the 5G telecommunication license requirement, and the easing of Sino-US trade conflicts, the supply chain of the panel industry has made competitive and cooperative adjustments; some of the industry peers have stopped production and even closed down, which greatly improved the market supply and demand situation. In the fourth quarter, although various economic data have shown a gradually better trend, there are still tense geopolitics and oil and raw material price fluctuations, as well as the chain effect caused by the COVID-19 pandemic. The Company will continue to adjust its business strategy, improve its technology, develop new applications, tap on products with high-end technology, develop emerging markets, and create maximum benefits for the Company and its shareholders through the improvement of technical quality.
In view of the future, our operation team and all of our employees will continue to endeavor, to concentrate, and to innovate for the best interest of our shareholders.
2. Results of operation scheme
In 2019 our consolidated revenue was NT$ 251,971,209 thousands, which decrease NT$27,404,906 thousands or 9.8% by compared with the 2018 yearly revenue of NT$ 279,376,115 thousands. In 2019 our annual profit after tax which belonged to mother company was NT$17,442,990 thousands, and the annual loss per share is NT$0.22.
3. Budget Performance
Since we did not disclosure the financial forecast in 2019, we don’t have to disclose our budget performances.
4. Analysis of financial operation and profitability
| Item | 2018 | 2019 | |
|---|---|---|---|
| Finacial structure analysis (%) |
Debt ratio(%) | 38.10 | 37.23 |
| Long term funds to real estates, factories and equipments(%) |
141.15 | 129.16 |
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| Item | 2018 | 2019 | |
|---|---|---|---|
| Debt-paying ability |
Current ratio(%) | 141.12 | 120.12 |
| Quick ratio(%) | 113.81 | 88.51 | |
| Interestguarantee(times) | 12.59 | (15.02) | |
| Profitability | Return on total assets(%) | 0.64 | (4.25) |
| Return on total shareholders’ equity (%) |
0.86 | (7.16) | |
| Operatingincome to capital(%) | 4.86 | (20.53) | |
| Pre-tax income to capital(%) | 6.60 | (17.02) | |
| Net income to sales(%) | 0.80 | (6.92) | |
| Earnings per share (NT$) | 0.22 | (1.77) |
5. Research development situation
In terms of TV panels, the Company initiated the 8.6 generation panel production line planning and expanded the 50 inch panel production capacity. Subsequently, a number of new panel manufacturers followed the Company's footsteps to invest in more than four 8.6 generation panel factories, successfully pushing the 50 inch specification to the mainstream market position to become the main product for TV-brand oriented customers. These newcomers jointly develop high-quality and high-value-added products with the Company, and jointly grasp business opportunities and share achievements with the Company.
Since 2018, the Company's TV panel products have also been extended from the original OC (open-cell) and panel modules to TV sets, covering all the major sizes of 24"/32"/40"/50"/65", and expanded product exports. Compared with OC products of the same size, TV set products can not only create more than 2 to 2.5 times of revenue, but also extend the related technology to high-level and large-scale products, among which the most representative one is the world's largest 120 inch 8K high-specification TV. Moreover, in addition to entering the market of TV sets, the Company also plans to enter the public display (PID) market, which has not only a high gross profit margin, but also a more than 20% annual growth potential in the future.
In the aspect of notebook panel, the Company cooperates with major brand customers and leads the world in introducing LTPS (low temperature polycrystalline silicon)/IGZO advanced process technology into privacy displays, and also developed products with a new aspect ratio of 3:2/16:10, and leads the world in launching the 16.1 inch FHD to be exclusively provided to world-class customers. In addition, the Company has developed products with a high contrast ratio of 3000:1 (compared with the industry peers’ 800 ~ 1000:1) and narrow-border products to greatly improve the display quality. The Company has also integrated various advanced technological breakthroughs to promote the performance of TFT-LCD panels in cost structure, quality reliability and other key factors to surpass OLED panels.
In terms of small and medium-sized panels, the Company is making a diversified development in sizes ranging from 1.4 inches to 10 inches for wide applications in mobile devices and consumer electronic products, including smart phones, functional phones, tablets, home appliances, smart speakers, smart watches, VR head-mounted displays (HMDs), digital cameras, multi-function printers, entertainment game machines and automotive electronic displays. On technology, we will continue to expand the penetration of low-temperature polycrystalline silicon (LTPS) and IPS technology to meet the market demand of high resolution and wide perspective, while providing lighter, thinner, power-
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saving, embedded integrated touch, free form and full screens products to enhance the value; we will effectively combine the Company's advanced technology and large-scale production capacity, and closely cooperate with major global customers to achieve a win-win situation.
With the application of touch technology in various mobile devices, the Company is actively developing an integrated touch solution to successfully improve the optical and integrated functions of touch panel. The Company leads the industry in introducing the TOD (Touch on Display) touch solution, which is widely used in mobile phones, tablets and notebook products. With the development of embedded integrated touch technology and the mature supply chain, we have also developed the TID (Touch in Display) touch solution, making the product appearance simpler and lighter. At this stage, we are trying to inject 3D touch DST (Deep Sensing Technology) technology and the active stylus solution under our existing TID (Touch in Display) architecture, and continuously develop new technologies and actively apply them to mobile phones, tablet computers, consumer electronics, automotive and IT products to provide customers and consumers with better product experience, with the goal of becoming a comprehensive touch integrated solution provider covering displays, touch screens and protective glasses.
6. Digital Transformation of the Company
The Company believes that industry 4.0 will change the manufacturing mode and upgrade it from touch-control one-stop production line automation 3.0 in 2012 to "zero touch" light-off factory in 2019; through AI engineering key technology, the automatic manufacturing technology will gradually improve, and extend upward to the glass supply chain’s supply and demand management and downward to intelligent logistics on the consumer end, and from manufacturing, quality and supply chain management to intelligent office; through AI humanmachine cooperation, the talent value will be improved to replace repetitive routine work to show the effect of AI intelligent interconnection, solid management and doubled yield in quality. AI intelligent factory will drive the trend of high quality and high specification, which is the main axis of value-added strategy of Innolux Corporation.
The Company uses big data to connect the intelligent factory, supply chain, intelligent office and management intelligence of the front-end TFT LCD factory and the back-end LCM module to achieve intelligent manufacturing and flexible decision-making to achieve win-win through interconnection, and solve production problems quickly with intelligent manufacturing. The Company's digital transformation comes three stages:
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Industry 4.0 promotion: combining big data and AI to connect the front and back end intelligent factories
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Front end: introducing process intelligence (such as intelligent error proofing, intelligent quality, etc.), equipment intelligence (such as intelligent image of automatic equipment plus non- landing production, intelligent warehousing and logistics, etc.), management intelligence (such as intelligent planning and scheduling, intelligent factory security, etc.) to multiply the benefits of intelligent factory. Through AI big data and actual process monitoring and management, the quality yield is greatly improved, and the number of major abnormal cases (AERB) is decreasing year by year.
-
Back end: combining automation and AI Artificial Intelligence, and using cross-plant co-structuring and parallel implementation to reduce the manpower demand for cumbersome process by handling, assembling and testing robots to decrease the number of employees from 100,000 in 2015 to 55,000, saving up to NT$7 billion in HR cost.
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Intelligent management office: introducing the intelligent management office to make improvements from the three aspects of technology, product and brand to promote the technology platform; the products have the advantages of specification priority, cost differentiation and quality differentiation; achieve the promotion of the Company's
-
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brand value and customer support through commercial development.
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Double-track transformation for innovation: The Company is building its strength in the panel industry, focuses on technology and manufacturing, and devotes itself to transformation to develop and provide one-stop customized production, and combine research and development, system, manufacturing and sales to provide an all-round panel product solution and becomes the best strategic partner of customers.
In the future, based on "playing a one-stop, building big data, sharing smart finance and creating a win-win situation", the Company outlines Taiwan's supply chain layout strategy and vision for the world's factories, and joins hands with the supply chain to upgrade to the world's leading intelligent factory with years of automation manufacturing strength.
President: Manager : Chief Accountant :
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Attachment 2
Audit Committee Review Report
The Board of Directors has duly submitted the 2019 operating report, financial statements, and table of losses off-setting. The financial statements has been duly reviewed and approved by CPAs of PwC Taiwan with the issuance of Auditor’s Report.
The Audit Committee of the Company, have completed the audit and review, and had found nothing inconsistent with any of the above operating report, financial statements, and table of losses off-setting. Therefore, I issue this audit report for acknowledgment in accordance with the Securities and Exchange Act and the Company Act.
To
General Shareholders Meeting of the Company in 2020
Chairman of the Audit Committee Chi-Chia Hsieh
Date: May 5, 2020
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Attachment 3
Innolux Corporation
Regulations Share Repurchase and Transfer to Employees
Enactment date : July 15, 2019
-
Article 1 For the purpose of encouraging our employees and to build cohesion among the employees, the Company hereby, pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the “Securities and Exchange Act” and the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” issued by Financial Supervisory Commission R.O.C., establishes the “Plan of Share Repurchase and Transferring to the Employees” (the “Plan”). Except otherwise provided in relevant laws or regulations, all share repurchase and transferring to the employees of the Company shall be implemented in compliance with the Plan.
-
Article 2 Type of transfer of shares, content of rights and restrictions on rights
-
The shares to be transferred to the employees are ordinary shares. Except as
-
otherwise provided in relevant laws or regulations or in this Plan, the rights and obligations embedded thereon are the same with other ordinary shares of the Company.
-
Article 3 Transfer period
The repurchased shares can be transferred to employees in one time or several times, such subscription day(s) shall be set within 5 years from the date of sharerepurchase.
- Article 4 Transferee’s eligibility
All employees of the company and the company who directly or indirectly hold more than 50% of the voting shares of the same invested company if they have served three months before the subscription base date or have made special contributions to the company with the approval of the chairman of the report Fulltime employees of the company (including overseas subsidiaries) may be eligible for subscription according to the subscription amount set in Article 5 of these Measures. Article 5 Numbers of shares to be subscribed by employees
The Chairman shall decide the number of shares to be subscribed by considering certain factors, such as the employees’ level, seniority or special contribution to the Company, together with the number of treasury shares held by the Company as of the record date of subscription and the maximum number of shares that can be subscribed by an individual employee, etc.
Failure to subscribe and make the payment for the shares before the due date shall be deemed as giving up the right to subscribe. The chairman is authorized to have other employees to subscribe the remaining shares that are not fully subscribed.
Article 6 The transfer procedure of this share repurchase program is described as follows: (1) In accordance with the resolution of the board of directors, announce, declare
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and buy back the shares of the company within the execution period
-
(2) Board of Directors authorizes the Chairman to set and announce the number of shares transferred in several stages employees' subscription date, the standards for numbers of shares to which employees may subscribe, the period for payment or subscriptions, rights, and limitations, etc.
-
(3) To calculate the actual share subscription with payment received, and transfer the shares accordingly.
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Article 7 The transfer price of the shares
-
The transfer price of the repurchase shares shall be the average price of the
-
actual repurchase. If the number of the Company’s issued and outstanding ordinary shares increases or decreases prior to the transfer, the transfer price shall be adjusted proportionately. Or, in accordance with the provisions of the company's articles of association, the employee who transfers to the employee at an average price lower than the actual purchase price shall, prior to the transfer, submit the attendance of the majority of the shareholders of the most recent shareholder's issued shares, and attend the voting rights of the shareholders. The consent of two or more shall be dealt with in the matters stipulated in Article 10 of the “Proposal for the Company to buy back the shares of the company” in the convening of the shareholders' meeting.
Adjustment formula of the transfer price:
Adjusted Exercise Price = (the average price of the actual repurchase × number of issued and outstanding ordinary shares as of the time of
reporting repurchase shares) / (number of total issued and outstanding shares before transferring the repurchase shares to the employees)
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Article 8 Rights and obligations of shares after transfer
-
After the repurchased shares are being transferred and registered under
-
employees’ names, unless otherwise specified, the rights and obligations associated with the shares are the same as the original associated with the common shares.
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Article 9 Other related company and employee rights and obligations
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(1) The taxes and fees incurred in the transfer of shares in accordance with these Measures shall be handled in accordance with the laws and regulations at the time of the transfer and the relevant operations of the company.
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(2) The company may reserve the right to adjust or stop the implementation according to the overall profitability of the operation, and the employees subject to the obligation to maintain confidentiality.
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Article 10 This Plan shall take affect after being affirmatively resolved by the Board of Directors and may be amended by a resolution of the Board of Directors.
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Article 11 The enactment and any amendment of this Plan shall be reported to the shareholders meeting.
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Comparative table for Amendments to
Regulations Share Repurchase and Transfer to Employees
| Article No. | The current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| Article 4 | Transferee’s eligibility Any employee of the Company who has made a special contribution to the company before the date of the subscription or has made a special contribution to the company and has submitted the approval of the chairman of the board of directors and employees of domestic and foreign control or subordinate companies that meet certain conditions may be determined in accordance with Article 5 of these Measures. The subscription amount is eligible for subscription. |
Transferee’s eligibility All employees of the company and the company who directly or indirectly hold more than 50% of the voting shares of the same invested company if they have served three months before the subscription base date or have made special contributions to the company with the approval of the chairman of the report Full-time employees of the company (including overseas subsidiaries) may be eligible for subscription according to the subscription amount set in Article 5 of these Measures. |
Express transferee’s eligibility |
| Article 9 | Other related company and employee rights and obligations (1~~)The company's share~~ ~~-~~ ~~purchase shares are~~ ~~transferred to employees and~~ ~~may not be transferred within~~ ~~two years.~~ (2)The taxes and fees incurred in the transfer of shares in accordance with these Measures shall be handled in accordance with the laws and regulations at the time of the transfer and the relevant operations of the company. (3)The company may reserve the right to adjust or stop the implementation according to the overallprofitabilityof the |
Other related company and employee rights and obligations (1~~)The company's share~~ ~~-~~ ~~purcha~~ ~~se shares are~~ ~~transferred to employees and~~ ~~may not be transferred within~~ ~~two years.~~ (2)The taxes and fees incurred in the transfer of shares in accordance with these Measures shall be handled in accordance with the laws and regulations at the time of the transfer and the relevant operations of the company. (3)The company may reserve the right to adjust or stop the implementation according to the overallprofitabilityof the |
Remove transfer restrictions and adjust the item |
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| Article No. | The current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| operation, and the employees subject to the obligation to maintain confidentiality. |
operation, and the employees subject to the obligation to maintain confidentiality. |
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Attachment 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Innolux Corporation:
Opinion
We have audited the accompanying consolidated balance sheets of Innolux Corporation (the “Company”) and its subsidiaries as at December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements 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, we do not provide a separate opinion on these matters.
The key audit matters in relation to the consolidated financial statements of the Company and its
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subsidiaries for the year ended December 31, 2019 are outlined as follows:
Inventory valuation
Description
The industry is characterized by the significant fluctuations closely in connection with the economic environment. As the technology evolves rapidly, the Group’s existing products may become obsolete when the customers demand for new products or the Group fails to compete with the evolutionary production approach. The Group evaluates the inventory by taking into account of allowance, obsolescence or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arise from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(6). There is a risk of the excess of the cost of inventory over the net realizable value of inventory as a result of that the amounts of inventories are material and the sales of related products may have significant fluctuations; we consider inventory valuation a key audit matter.
How our audit addressed the matter
We obtained the net realizable value report of inventory used by management for evaluation. And obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents to assess the reasonableness of net realizable value and the appropriateness of valuation basis.
Valuation and impairment of goodwill and property, plant and equipment
Description
For details of the impairment valuation of goodwill and property, plant and equipment, please refer to Notes 6(8) and 6(11).
The Group estimates future cash flows based on appropriate discount rates. In determining whether goodwill and property, plant and equipment may be impaired, the recoverable amount of the cash generating unit is measured based on how assets are utilized, duration years of assets and projected income and expenses in the future. The estimate involves several assumptions such as determination of discount rates, expected growth rate and future financial projections. As these estimates are dependent upon significant management judgement, we consider management’s assessment of impairment of
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goodwill and property, plant and equipment a key audit matter.
How our audit addressed the matter
We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion on the parent company only financial statements of Innolux Corporation as at and for the years ended December 31, 2019 and 2018.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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 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
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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 ROC GAAS 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 ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
A. 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.
-
B. 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.
-
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
D. 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 auditor’s 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.
-
E. 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.
-
F. 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
-
18 -
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 auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers, Taiwan February 13, 2020
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) 6(5) 7 7 6(6) 8 6(2) 6(3) 6(7) 6(8)(30), 7 and 8 6(9) 6(10) 6(11)(30) and 8 6(28) 6(8) and 8 |
December31,2019 $ 34,732,975 283,906 19,704,149 39,889,807 2,488,519 848,402 30,439,076 4,597,608 133,807 133,118,249 3,044,756 4,268,485 1,333,570 194,382,436 6,095,351 527,232 17,577,644 7,349,810 2,066,813 236,646,097 $ 369,764,346 |
December31,2018 |
|---|---|---|---|
| Current Assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortized cost - current 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 130X Inventory 1410 Prepayments 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
$ 33,847,328 398,913 51,426,053 45,064,157 4,449,977 1,489,260 30,856,552 1,993,152 208,724 |
||
| 169,734,116 | |||
| 1,599,869 3,834,376 1,802,921 206,617,960 - 551,970 17,681,485 7,223,864 2,873,043 |
|||
| 242,185,488 | |||
| $ 411,919,604 |
(Continued)
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INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| Liabilities andEquity | Notes December31,2019 December31,2018 6(2) $ 345,463 $ 23,779 47,656,235 52,350,845 7 3,784,991 2,652,127 6(12) and 7 28,622,732 32,581,609 2,311,481 5,593,063 6(17) and 9 6,775,927 6,782,914 453,848 - 6(14) 16,022,013 16,194,486 4,845,455 4,095,853 110,818,145 120,274,676 6(13) 97,018 - 6(14) 19,604,768 35,142,090 6(28) 1,465,526 880,013 4,977,024 - 6(15) 691,836 632,120 26,836,172 36,654,223 137,654,317 156,928,899 6(18) 97,110,720 99,520,720 6(19) 100,362,379 99,648,115 6(20) 7,870,713 7,648,437 4,663,463 1,090,721 29,864,446 51,746,175 6(21) ( 7,325,437) ( 4,663,463) 6(18) ( 618,580) - 231,927,704 254,990,705 182,325 - 232,110,029 254,990,705 $ 369,764,346 $ 411,919,604 |
|---|---|
| Current Liabilities 2120 Financial liabilities at fair value through profit or loss - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions - current 2280 Lease liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of the parent 3110 Share capital - common stock 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3500 Treasury shares 31XX Equity attributable to owners of the parent 36XX Non-controlling interests 3XXX Total equity 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
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INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes 2019 2018 6(22) and 7 $ 251,971,209 $ 279,376,115 6(6)(26) and 7 ( 248,957,129)( 252,562,557) 3,014,080 26,813,558 6(26) ( 3,676,803)( 3,071,282) ( 6,806,373)( 6,771,502) ( 12,464,800)( 12,135,478) ( 22,947,976)( 21,978,262) ( 19,933,896) 4,835,296 6(23) 3,256,859 3,025,467 6(24) 876,046 ( 1,168,235) 6(25) ( 1,031,733)( 566,967) 6(7) 307,296 443,869 3,408,468 1,734,134 ( 16,525,428) 6,569,430 6(28) ( 914,844)( 4,346,668) ($ 17,440,272) $ 2,222,762 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating (loss) profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 (Loss) profit before income tax 7950 Income tax expense 8200 (Loss) profit for the year |
(Continued)
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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes 2019 2018 6(15) ($ 58,246)($ 29,878) 6(21) 299,431 ( 2,828,816) 6(28) 86,781 5,976 327,966 ( 2,852,718) 6(21) ( 2,951,930)( 828,563) 6(21) ( 85,365) 84,637 ( 3,037,295)( 743,926) ($ 2,709,329)($ 3,596,644) ($ 20,149,601)($ 1,373,882) ($ 17,442,990) $ 2,222,762 $ 2,718 $ - ($ 20,151,561)($ 1,373,882) $ 1,960 $ - 6(29) ($ 1.77) $ 0.22 ($ 1.77) $ 0.22 |
|---|---|
| Other comprehensive income (loss) (net) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized gains (losses) on financial assets at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss Components of other comprehensive loss that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8370 Share of other comprehensive (loss) income of associates and joint ventures accounted for under equity method 8360 Components of other comprehensive loss that will be reclassified to profit or loss 8300 Other comprehensive loss for the year, net of tax 8500 Total comprehensive loss for the year (Loss) profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Other comprehensive (loss) income attributable to: 8710 Owners of the parent 8720 Non-controlling interest (Loss) earnings per share (in dollars) 9750 Basic (loss) earnings per share 9850 Diluted (loss) earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| Notes 2018 Balance at January 1 Effect of modified retrospective approach under IFRS 9 6(21) Balance at January 1 after adjustments Profit for the year Other comprehensive loss for the year 6(21) Total comprehensive income (loss) Appropriation of 2017 earnings: 6(20) Legal reserve Special reserve Cash dividends Recognition of change in equity of associates in proportion to the Group's ownership 6(19) Balance at December 31 2019 Balance at January 1 (Loss) profit for the period Other comprehensive (loss) income for the year 6(21) Total comprehensive (loss) income Appropriation of 2018 earnings: 6(20) Legal reserve Special reserve Cash dividends Recognition of change in equity of associates in proportion to the Group's ownership 6(19) Recognition of changes in ownership interests in subsidiaries 6(19) Purchase of treasury shares 6(18) Cancellation of treasury shares 6(18)(19) Increase in non-controlling interests 6(30) Others 6(19) Balance at December 31 |
Notes | Equity attributable to | Equity attributable to | owners ofthe pare | nt | Non-controlling interests $ - - - - - - - - - - $ - $ - 2,718 ( 758) 1,960 - - - - 14 - - 180,351 - $ 182,325 |
Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus $ 99,646,919 - 99,646,919 - - - - - - 1,196 $ 99,648,115 $99,648,115 - - - - - - ( 14,755) 24 - 728,956 - 39 $ 100,362,379 |
RetainedEarnings | Unappropriated earnings |
Other EquityIntere | st | Unrealized gain (loss) on available-for-sale financial assets $ 4,626,502 ( 4,626,502) - - - - - - - - $ - $ - - - - - - - - - - - - - $ - |
Treasuryshares | Total | |||||||
| Legal reserve $ 3,945,576 - 3,945,576 - - - 3,702,861 - - - $ 7,648,437 $7,648,437 - - - 222,276 - - - - - - - - $ 7,870,713 |
Special reserve $ 3,418,804 - 3,418,804 - - - - ( 2,328,083) - - $ 1,090,721 $1,090,721 - - - - 3,572,742 - - - - - - - $ 4,663,463 |
Financial statements translation differences of foreign operations |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
||||||||||||
| $ 99,520,720 - 99,520,720 - - - - - - - $ 99,520,720 $99,520,720 - - - - - - - - - ( 2,410,000 ) - - $ 97,110,720 |
$ 58,883,750 - 58,883,750 2,222,762 ( 23,902 ) 2,198,860 ( 3,702,861 ) 2,328,083 ( 7,961,657 ) - $ 51,746,175 $51,746,175 ( 17,442,990 ) ( 46,597 ) ( 17,489,587 ) ( 222,276 ) ( 3,572,742 ) ( 597,124 ) - - - - - - $ 29,864,446 |
($ 5,717,223) - ( 5,717,223) - ( 743,926) ( 743,926) - - - - ($ 6,461,149) ($6,461,149) - ( 3,036,537) ( 3,036,537) - - - - - - - - - ($ 9,497,686) |
$ - 4,626,502 4,626,502 - ( 2,828,816) ( 2,828,816) - - - - $ 1,797,686 $1,797,686 - 374,563 374,563 - - - - - - - - - $ 2,172,249 |
$ - - - - - - - - - - $ - $ - - - - - - - - - ( 2,299,624) 1,681,044 - - ($ 618,580) |
$ 264,325,048 - 264,325,048 2,222,762 ( 3,596,644) ( 1,373,882) - - ( 7,961,657) 1,196 $ 254,990,705 $254,990,705 ( 17,442,990) ( 2,708,571) ( 20,151,561) - - ( 597,124) ( 14,755) 24 ( 2,299,624) - - 39 $ 231,927,704 |
$ 264,325,048 - 264,325,048 2,222,762 ( 3,596,644) ( 1,373,882) - - ( 7,961,657) 1,196 $ 254,990,705 $254,990,705 ( 17,440,272) ( 2,709,329) ( 20,149,601) - - ( 597,124) ( 14,755) 38 ( 2,299,624) - 180,351 39 $ 232,110,029 |
The accompanying notes are an integral part of these consolidated financial statements.
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INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss) profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation and amortization Net (gain) loss on financial assets or liabilities at fair value through profit or loss Expected credit loss Share of loss of associates and joint ventures accounted for under equity method Gain from disposal of investments Loss on disposal of property, plant and equipment Gain on lease modification Interest expense Interest income Dividend income Unrealized foreign exchange loss Changes in operating assets and liabilities Changes in operating assets Financial assets /liabilities at fair value through profit or loss Accounts receivable Accounts receivable - related parties Other receivables Inventories Prepayments Other current assets Changes in operating liabilities Accounts payable Accounts payable - related parties Other payables Provisions - current Other current liabilities Other non-current liabilities Cash inflow generated from operations Cash paid for income tax Net cash flows from operating activities |
Notes 2019 2018 ($ 16,525,428 ) $ 6,569,430 6(26) 35,129,951 35,878,131 ( 1,340,458 ) 301,253 - 100,233 6(7) ( 307,296 ) ( 443,869 ) 6(24) ( 21,069 ) ( 968 ) 6(24) 219,607 267,509 ( 951 ) - 6(25) 1,031,733 566,967 6(23) ( 1,030,073 ) ( 991,116 ) 6(23) ( 123,952 ) ( 236,574 ) 60,811 149,778 436,671 ( 22,574 ) 5,182,421 ( 1,514,778 ) 1,972,618 13,277,320 582,673 ( 214,028 ) 417,698 ( 597,531 ) ( 2,773,889 ) ( 505,320 ) 34,906 ( 55,873 ) ( 4,695,964 ) 1,474,345 1,132,690 87,117 ( 2,467,509 ) ( 1,755,666 ) ( 6,987 ) 1,322,052 573,285 370,916 ( 3,285) ( 78,805) 17,478,203 53,947,949 ( 3,642,821) ( 1,368,330) 13,835,382 52,579,619 |
|---|---|
(Continued)
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INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES 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 in equity instruments measured at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Decrease (increase) in financial assets at amortized cost - current Increase in investment accounted for under equity method Proceeds from disposal of investment accounted for under equity method Decrease (increase) in other financial assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Net cash flow from acquisition of subsidiaries (Increase) decrease in other non-current assets Interest received Dividends received Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in long-term borrowings Payment of long-term borrowings Interest paid Payment of the principal portion of lease liabilities Cash dividends paid Payments to acquire treasury shares Others Net cash flows (used in) from financing activities Effect of changes in foreign currency exchange Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Notes 2019 2018 ($ 148,874 ) ($ 172,555 ) 35,585 - ( 147,364 ) ( 1,568,983 ) 1,500 - 31,659,162 ( 51,592,853 ) - ( 93,443 ) - 28,928 55,870 ( 376,107 ) 6(31) ( 24,804,629 ) ( 46,702,767 ) 38,597 32,249 6(11) ( 49,825 ) ( 72,614 ) 6(31) 330,546 - ( 318 ) 6,777 1,095,236 928,781 693,976 545,771 8,759,462 ( 99,036,816) 500,000 34,000,000 ( 16,227,000 ) ( 10,960,000 ) ( 985,651 ) ( 472,841 ) ( 463,805 ) - 6(20) ( 597,124 ) ( 7,961,657 ) 6(18) ( 2,299,624 ) - 6(19) 39 - ( 20,073,165) 14,605,502 ( 1,636,032) ( 289,932) 885,647 ( 32,141,627 ) 33,847,328 65,988,955 $ 34,732,975 $ 33,847,328 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Innolux Corporation:
Opinion
We have audited the accompanying parent company only balance sheets of Innolux Corporation (the “Company”) as at December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2019 and 2018, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
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The key audit matters in relation to the financial statements for the year ended December 31, 2019 are outlined as follows:
Inventory valuation
Description
The industry is characterized by the significant fluctuations closely in connection with the economic environment. As the technology evolves rapidly, the Company’s existing products may become obsolete when the customers demand for new products or the Company fails to compete with the evolutionary production approach. The Company evaluates the inventory by taking into account of allowance, obsolescence or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arise from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(6). There is a risk of the excess of the cost of inventory over the net realizable value of inventory as a result of that the amounts of inventories are material and the sales of related products may have significant fluctuations; we consider inventory valuation a key audit matter.
How our audit addressed the matter
We obtained the net realizable value report of inventory used by management for evaluation. And obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents to assess the reasonableness of net realizable value and the appropriateness of valuation basis.
Valuation and impairment of goodwill and property, plant and equipment
Description
For details of the impairment valuation of goodwill and property, plant and equipment, please refer to Notes 6(8) and 6(11).
Innolux Corporation estimates future cash flows based on appropriate discount rates. In determining whether goodwill and property, plant and equipment may be impaired, the recoverable amount of the cash generating unit is measured based on how assets are utilized, duration years of assets and projected income and expenses in the future. The estimate involves several assumptions such as determination of discount rates, expected growth rate and future financial projections. As these estimates are dependent upon significant management judgement, we consider management’s assessment of impairment of goodwill and property, plant and equipment a key audit matter.
- 28 -
How our audit addressed the matter
We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only 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 audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 ROC GAAS 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 parent company only financial statements.
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As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
A. Identify and assess the risks of material misstatement of the parent company only 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.
-
B. 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.
-
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
D. 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 auditor’s report to the related disclosures in the parent company only 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.
-
E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company 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.
- 30 -
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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers, Taiwan February 13, 2020
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
- 31 -
INNOLUX CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) 6(5) 7 7 6(6) 6(2) 6(3) 6(7) 6(8), 7 and 8 6(9) 6(10) 6(11) and 8 6(26) 6(8) and 8 |
December31,2019 $ 23,892,085 7,660 17,793,800 31,348,610 8,274,534 620,723 660,155 26,359,099 3,344,555 20,558 112,321,779 2,651,408 965,431 83,068,937 164,083,562 5,350,404 527,232 17,446,858 7,339,101 2,011,704 283,444,637 $ 395,766,416 |
December31,2018 |
|---|---|---|---|
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortized cost - current 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventory 1410 Prepayments 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
$ 23,269,922 160,172 49,779,150 39,176,537 8,447,974 595,079 393,518 26,805,645 706,270 2,426 |
||
| 149,336,693 | |||
| 1,198,417 1,111,388 83,002,481 176,216,141 - 551,970 17,599,664 7,166,754 2,074,099 |
|||
| 288,920,914 | |||
| $ 438,257,607 |
(Continued)
- 32 -
INNOLUX CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| Liabilities andEquity | Notes December31,2019 December31,2018 6(2) $ 345,003 $ 19,899 25,060,763 26,777,128 7 61,151,192 62,465,508 6(12) and 7 23,314,297 28,693,227 6(26) - 2,634,659 6(15) and 9 6,772,357 6,782,914 430,143 - 6(13) 15,956,013 16,194,486 4,297,573 3,183,671 137,327,341 146,751,492 6(13) 19,550,268 35,142,090 6(26) 1,465,526 880,013 4,959,354 - 6(14) 536,223 493,307 26,511,371 36,515,410 163,838,712 183,266,902 6(16) 97,110,720 99,520,720 6(17) 100,362,379 99,648,115 6(18) 7,870,713 7,648,437 4,663,463 1,090,721 29,864,446 51,746,175 6(19) ( 7,325,437) ( 4,663,463) 6(16) ( 618,580) - 231,927,704 254,990,705 $ 395,766,416 $ 438,257,607 |
|---|---|
| Current liabilities 2120 Financial liabilities at fair value through profit or loss - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions - current 2280 Lease liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity 3110 Share capital - common stock 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3500 Treasury shares 3XXX Total equity 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
- 33 -
INNOLUX CORPORATION PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes 2019 2018 6(20) and 7 $ 249,384,126 $ 278,407,555 6(6)(24) and 7 ( 254,797,481) ( 260,401,853) ( 5,413,355) 18,005,702 6(24) and 7 ( 1,226,054) ( 1,654,671) ( 4,708,808) ( 4,700,630) ( 11,543,290) ( 11,294,086) ( 17,478,152) ( 17,649,387) ( 22,891,507) 356,315 6(21) and 7 2,101,340 2,232,724 6(22) 1,344,637 ( 752,123) 6(23) ( 1,027,787) ( 565,881) 2,658,336 2,957,675 5,076,526 3,872,395 ( 17,814,981) 4,228,710 6(26) 371,991 ( 2,005,948) ($ 17,442,990) $ 2,222,762 6(14) ($ 58,246) ($ 29,878) 6(19) ( 145,957) ( 229,701) 6(19) 445,388 ( 2,599,115) 6(26) 86,781 5,976 327,966 ( 2,852,718) 6(19) ( 2,951,172) ( 828,563) 6(19) ( 85,365) 84,637 ( 3,036,537) ( 743,926) ($ 2,708,571) ($ 3,596,644) ($ 20,151,561) ($ 1,373,882) 6(27) ($ 1.77) $ 0.22 ($ 1.77) $ 0.22 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Net operating (loss) margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating (loss) profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 (Loss) profit before income tax 7950 Income tax benefit (expense) 8200 (Loss) profit for the year Other comprehensive (loss) income (net) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized losses on financial assets at fair value through other comprehensive income 8330 Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for under equity method 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss Components of other comprehensive loss that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8380 Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures accounted for under equity method 8360 Components of other comprehensive loss that will be reclassified to profit or loss 8300 Other comprehensive loss for the year, net of tax 8500 Total comprehensive loss for the year (Loss) earnings per share (in dollars) 9750 Basic (loss) earnings per share 9850 Diluted (loss) earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
- 34 -
INNOLUX CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| 2018 Balance at January 1 Effect of modified retrospective approach under IFRS 9 Balance at January 1 after adjustments Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) Appropriation of 2017 earnings: Legal reserve Special reserve Cash dividends Recognition of change in equity of associates in proportion to the Company's ownership Balance at December 31 2019 Balance at January 1 Loss for the year Other comprehensive (loss) income for the year Total comprehensive (loss) income Appropriation of 2018 earnings: Legal reserve Special reserve Cash dividends Recognition of change in equity of associates in proportion to the Company's ownership Recognition of changes in ownership interests in subsidiaries Purchase of treasury shares Cancellation of treasury shares Others Balance at December 31 |
Notes | Commonstock | Capitalsurplus | RetainedEarnings | Other EquityInterest | Treasury shares | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreignoperations |
Total Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
U |
nrealized gain (loss) on available-for-sale financialassets |
||||||||||||||
| 6(19) 6(19) 6(18) 6(17) 6(19) 6(18) 6(17) 6(17) 6(16) 6(16)(17) 6(17) |
$ 99,520,720 - 99,520,720 - - - - - - - $99,520,720 $99,520,720 - - - - - - - - - ( 2,410,000 ) - $ 97,110,720 |
$ 99,646,919 - 99,646,919 - - - - - - 1,196 $ 99,648,115 $ 99,648,115 - - - - - - ( 14,755 ) 24 - 728,956 39 $ 100,362,379 |
$ 3,945,576 - 3,945,576 - - - 3,702,861 - - - $7,648,437 $7,648,437 - - - 222,276 - - - - - - - $ 7,870,713 |
$ 3,418,804 - 3,418,804 - - - - ( 2,328,083 ) - - $1,090,721 $1,090,721 - - - - 3,572,742 - - - - - - $ 4,663,463 |
$ 58,883,750 - 58,883,750 2,222,762 ( 23,902 ) 2,198,860 ( 3,702,861 ) 2,328,083 ( 7,961,657 ) - $51,746,175 $51,746,175 ( 17,442,990 ) ( 46,597 ) ( 17,489,587 ) ( 222,276 ) ( 3,572,742 ) ( 597,124 ) - - - - - $ 29,864,446 |
($ 5,717,223 ) - ( 5,717,223 ) - ( 743,926 ) ( 743,926 ) - - - - ($6,461,149 ) ($6,461,149 ) - ( 3,036,537 ) ( 3,036,537 ) - - - - - - - - ($ 9,497,686 ) |
$ - 4,626,502 4,626,502 - ( 2,828,816 ) ( 2,828,816 ) - - - - $ 1,797,686 $ 1,797,686 - 374,563 374,563 - - - - - - - - $ 2,172,249 |
$ 4,626,502 ( 4,626,502 ) - - - - - - - - $ - $ - - - - - - - - - - - - $ - |
$ - - - - - - - - - - $ - $ - - - - - - - - - ( 2,299,624 ) 1,681,044 - ($ 618,580 ) |
$ 264,325,048 - 264,325,048 2,222,762 ( 3,596,644 ) ( 1,373,882 ) - - ( 7,961,657 ) 1,196 $254,990,705 $254,990,705 ( 17,442,990 ) ( 2,708,571 ) ( 20,151,561 ) - - ( 597,124 ) ( 14,755 ) 24 ( 2,299,624 ) - 39 $ 231,927,704 |
The accompanying notes are an integral part of these parent company only financial statements.
- 35 -
INNOLUX CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss) profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation and amortization Net (gain) loss on financial assets or liabilities at fair value through profit or loss Expected credit loss Share of profit of subsidiaries and associates accounted for under equity method (Gain) loss on disposal of investments Loss on disposal of property, plant and equipment Gain on lease modification Interest income Dividend income Interest expense Unrealized foreign exchange loss Changes in operating assets and liabilities Changes in operating assets Financial assets /liabilities at fair value through profit or loss Accounts receivable Accounts receivable - related parties Other receivables Inventories Prepayments Other current assets Changes in operating liabilities Accounts payable Accounts payable - related parties Other payables Provisions - current Other current liabilities Other non-current liabilities Cash inflow generated from operations Cash paid for income tax Net cash flows from operating activities |
Notes 2019 2018 ($ 17,814,981 ) $ 4,228,710 6(24) 30,888,735 31,969,539 ( 1,343,327 ) 109,790 - 100,000 ( 2,658,336 ) ( 2,957,675 ) 6(22) ( 19,001 ) 10,533 6(22) 1,965 18,641 ( 951 ) - 6(21) ( 683,012 ) ( 775,096 ) 6(21) ( 13,301 ) ( 5,838 ) 6(23) 1,027,787 565,881 60,811 149,778 477,616 ( 86,139 ) 7,827,927 2,128,692 173,440 1,038,736 ( 87,150 ) 124,760 446,546 ( 1,424,391 ) ( 2,821,526 ) 344,197 1,714 ( 1,539 ) ( 1,716,365 ) ( 2,246,645 ) ( 1,314,316 ) 17,605,708 ( 3,801,853 ) ( 1,751,921 ) ( 10,557 ) 1,322,052 1,113,902 ( 301,082 ) ( 19,085) ( 83,503) 9,716,682 50,083,188 ( 1,762,721) ( 159,435) 7,953,961 49,923,753 |
|---|---|
(Continued)
- 36 -
INNOLUX CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in other receivables - related parties 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 in equity instruments measured at fair value through other comprehensive income Decrease (increase) in financial assets at amortized cost - current Increase in investment accounted for under equity method Proceeds from capital reduction of investments accounted for under equity method Increase in other financial assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current assets Interest received Dividends received Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in long-term borrowings Payment of long-term borrowings Cash dividends paid Interest paid Payment of the principal portion of lease liabilities Payments to acquire treasury shares Others Net cash flows (used in) from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Notes 2019 2018 ($ 266,637 ) ($ 364,727 ) ( 145,249 ) - 35,585 - - ( 1,341,089 ) 31,933,350 ( 49,945,950 ) ( 592,405 ) ( 2,188,258 ) 27,397 96,421 ( 19,190 ) ( 350,449 ) 6(29) ( 19,876,808 ) ( 41,713,067 ) 276,715 34,691 6(11) ( 480 ) ( 28,240 ) ( 1,154 ) ( 177 ) 744,541 692,581 583,310 315,020 12,698,975 ( 94,793,244) 500,000 34,000,000 ( 16,210,000 ) ( 10,960,000 ) 6(18) ( 597,124 ) ( 7,961,657 ) ( 982,242 ) ( 471,756 ) ( 441,822 ) - 6(16) ( 2,299,624 ) - 6(17) 39 - ( 20,030,773) 14,606,587 622,163 ( 30,262,904 ) 23,269,922 53,532,826 $ 23,892,085 $ 23,269,922 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
- 37 -
Attachment 5
INNOLUX CORPORATION
Table of Losses Offsetting of Year 2019
Unit: NT$
| Unit: NT$ | ||
|---|---|---|
| Item | Amount | Explanation |
| Accumulated retained earning at the start of the year Adjusted retained earnings of year 2019 Adjusted undistributed retained earnings Net loss after tax of Year 2019 Special reserve Unappropriated retained earnings to date |
47,354,032,180 (46,596,037) 47,307,436,143 (17,442,990,310) (2,661,974,482) 27,202,471,351 |
Note 1 Note 2 |
Note 1: The number of adjusted retained earnings of year 2019 is the defined retirement benefit plan actuarial loss.
Note 2: The Company shall set aside a special reserve from the net deductions from shareholders’ equity (including exchange differences from the translation of financial statements of foreign operations, unrealized financial assets profits at fair value through other comprehensive income) for the current fiscal year
Chairman: General Manager: Accountant:
- 38 -
Attachment 6
Comparative table for Amendments to Procedures for Engaging in Derivatives Trading
| Article No. | The current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| Enactment date |
These Rules was made on June 29, 2010 |
The enactment date has been included in the history of Article 11, and this article is deleted |
|
| Article 2 | Statutory Basis ~~1.~~ ~~“Regulations Governing the~~ ~~Acquisition and Disposal of~~ ~~Assets by Public Companies”~~ ~~issued by Financial~~ ~~Supervisory Commission Jin~~ ~~Guan Zheng Fa Ji Order no.~~ ~~1020053073 on Dec. 30 2013.~~ ~~2.~~ ~~International Accounting~~ ~~Standards No. 39 “Financial~~ ~~In~~ ~~struments: Recognition and~~ ~~Measurement” approved by~~ ~~Financial Supervisory~~ ~~Commission Jin Guan Zheng~~ ~~Shen Ji Order no.~~ ~~1030010325 on April 3rd~~ ~~2014.~~ ~~3.~~ ~~International Accounting~~ ~~Standards No. 32 “Financial~~ ~~Instruments: Presentation”~~ ~~approved by Financial~~ ~~Sup~~ ~~ervisory Commission Jin~~ ~~Guan Zheng Shen Ji Order~~ ~~no. 1030010325 on April 3rd~~ ~~2014.~~ ~~4.~~ ~~International Financial~~ ~~Reporting Standards No. 7~~ ~~“Financial Instruments:~~ ~~Disclosures” approved by~~ ~~Financial Supervisory~~ ~~Commission Jin Guan Zheng~~ ~~Shen Ji Order no.~~ ~~10300~~ ~~10325 on April 3rd~~ ~~2014.~~ |
Statutory Basis The Company has formulated these procedures in accordance with the regulations of Article 36- 1 of the Securities and Exchange Act (hereafter referred as the Act) and the standards for Public Company Acquisition or Disposal of Assets. |
Amended with the provisions of the law |
| Article 4 | Principles and Guidelines 3.Division of Responsibilities (a)Board of Directors: |
Principles and Guidelines 3.Division of Responsibilities (a)Board of Directors: |
Amended with the provisions of |
- 39 -
| Article No. | The current Article | The current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|---|
| (1) Make decisions concerning formulation and amendment of these procedures. (2) Assign senior executives to supervise and control the risks of derivatives trading described herein at any time. ~~, and to sign the~~ ~~relevant contracts and~~ ~~handle account matters~~ ~~on behalf of the~~ ~~Company.~~ |
(1) Make decisions concerning formulation and amendment of these procedures. (2) Assign senior executives to supervise and control the risks of derivatives trading described herein at any time. |
the law |
||
| Article 4 | Principles and Guidelines 3.Division of Responsibilities (g) Accounting Department: (3) The disclosure of derivative products transactions in financial reports (quarterly, annually) shall be in accordance with ~~Paragraph 3 and 4 of~~ Article2 hereof. |
Principles and Guidelines 3.Division of Responsibilities (g) Accounting Department: (3) The disclosure of derivative products transactions in financial reports (quarterly, annually) shall be in accordance with Article 2 hereof. |
Amended with the provisions of the law |
|
| Article 7 | Accounting 2.Items to be disclosed: The relevant regulations and above generally accepted accounting practices shall be followed in deciding which items (such as the items listed in~~Paragraph 3~~ ~~and 4 of~~ Article 2) shall be disclosed. |
Accounting 2.Items to be disclosed: The relevant regulations and above generally accepted accounting practices shall be followed in deciding which items (such as the items listed in Article 2) shall be disclosed. |
Amended with the provisions of the law |
|
| ~~gp~~ shall be |
||||
| Article 11 | These Procedures were made on May 19 2004. The first amendment was made on June 19 2009. The second amendment was made on April 9 2010. The third amendment was made on June 24 2016. |
These Procedures were made on May 19 2004. The first amendment was made on June 19 2009. The second amendment was made on June 29 2010. The third amendment was made on June 24 2016. The fourth amendment was made on June 19,2020. |
To explain the amendment history of Articles of Incorporation |
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Attachment 7
Comparative table for Amendments to Rules of Shareholders’ Meeting
| Article No. | The current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| Article 3 | (To convene shareholders meeting and meeting notice) The first, second and third items are omitted. |
(To convene shareholders meeting and meeting notice) The first, second and third items are omitted. |
|
| Matters pertaining to election or | Matters pertaining to election or | Amended with the provisions of the law |
|
| discharge of directors, alteration | discharge of directors and supervisors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions; the essential contents may be posted on the website designated by the competent authority in charge of securities |
||
of the Articles of Incorporation, |
|||
| and dissolution, merger, spin-off, | |||
or any matters as set forth in Paragraph I, Article 185 of the Company Act, Article 26-1 & 43- 6 of Securities & Exchange Act hereof shall be itemized in the causes or subjects to be described in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions. |
|||
| affairs or the company, and such | |||
| website shall be indicated in the | |||
| abovenotice. | |||
| The convening of the shareholders 'meeting has stated the full re-election of directors and the date of appointment. After the election of the shareholders' meeting is completed, the same meeting shall not change its appointment date by temporary motion or other means. |
Amended with the provisions of the law Update item 5 |
||
| Shareholder(s) holding one | Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Companymay propose to |
Amended with the provisions of thelawand |
|
| percent (1%) or more of the total | |||
| number of outstanding shares of | |||
| the Companymay propose to |
- 41 -
| Article No. | The current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| the Company a proposal for discussion at a regular |
the Company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda.but a shareholder proposal urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. In case any proposal submitted by shareholders has any of the circumstances provided in Article 172-2, paragraph 4 of the Company Act, the board of directors may exclude the proposal submitted by a shareholder from the list of proposals to be discussed at a regular meeting ofshareholders. |
amend to item 6 |
|
| shareholders' meeting, provided | |||
| that only one matter shall be | |||
| allowed in each single proposal, | |||
| and in case a proposal contains | |||
| more than one matter, such | |||
| proposal shall not be included in | |||
| the agenda. In case any proposal submitted by shareholders has any of the circumstances provided in |
|||
| Article 172-2, paragraph 4 of the | |||
| Company Act, the board of directors may exclude the proposal submitted by a shareholder from the list of proposals to be discussed at a |
|||
| regular meeting of shareholders. | |||
| Prior to the date on which share | Prior to the date on which share | Amended with the provisions of the law and amend to item 7 |
|
| transfer registration is suspended before the convention of a regular shareholders' meeting, the Company shall give a public |
transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit |
||
| notice announcing the place and | |||
the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such |
|||
| proposals shall not be less than | proposals to be discussed at the | ||
| ten (10) days. | meeting; and the period for accepting such proposals shall not beless thanten(10) days. |
||
| The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and any proposal |
The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and any proposal |
Amend to item 8 |
|
| containing more than 300 words | containing more than 300 words | ||
shall not be included in the agenda of the shareholders' meeting. The shareholder who has submitted a proposal shall attend,inpersonorby a proxy, |
shall not be included in the agenda of the shareholders' meeting. The shareholder who has submitted a proposal shall attend,inpersonorby a proxy, |
- 42 -
| Article No. | The current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| the regular shareholders' meeting where at his/her |
the regular shareholders' meeting where at his/her |
||
| proposal is to be discussed and | proposal is to be discussed and | ||
| shall take part in the discussion ofsuchproposal. |
shall take part in the discussion ofsuchproposal. |
||
| The Company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposals submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting |
The Company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposals submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting |
Amend to item 9 |
|
| notice the proposals conforming | notice the proposals conforming | ||
to the requirements set out in this Article. With regard to the proposals submitted by |
to the requirements set out in this Article. With regard to the proposals submitted by |
||
| shareholders but not included in | shareholders but not included in | ||
| the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting to be convened. |
the agenda of the meeting, the cause of exclusion of such |
||
| proposals and explanation shall | |||
| be made by the board of directors at the shareholders' meeting to be convened. |
|||
| Article 16 | (Meeting minutes and signing items) The first, second items are omitted. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company. |
(Meeting minutes and signing items) The first, second items are omitted. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting, The voting results (including statistical weights) are recorded. When there are elected directors, the number of votes for each elected person shall be disclosed.The minutes shall be kept persistently throughout the life of the company. |
In order to implement the case-by- case voting spirit, refer to the Asian Corporate Governance Association's proposal to amend item 3 |
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Attachment 8
List of Director Candidates
| List of Director Candidates | |||
|---|---|---|---|
| Title | Name | Education & Experience | Shareholding (Note) |
| Director | Jyh-Chau Wang , |
M.S., Materials Engineering, National Tsing-Hua University Chairman & CEO , Innolux Corporation Vice President, Chi Mei Optoelectronics Corporation Vice President, Chi Lin Technology Co., Ltd. Deputy Plant Director, Unipac Optoelectronics Corp. Associate Research Fellow, Material Research laboratories, Industrial Technology Research Institute |
89,000 |
Note : The collective shareholdings were shown as of April 21, 2020, the record date for the 2019 Annual Shareholders’ Meeting.
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