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ITE — AGM Information 2025
May 27, 2025
52248_rns_2025-05-27_263aacfd-5f90-4184-b456-b60779f2076a.pdf
AGM Information
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ITE Tech. Inc.
2025 Annual Shareholders’ Meeting Minutes (Translation)
Time: 9:00 a.m. on Monday, May 26, 2025
Place: ITE’s office, No. 9, Chuangsin 1st Rd., Science Park, Hsinchu
Convening Methods: Physical Shareholders’ Meeting
Attendants: All shareholders and their proxy holders, representing 126,453,724
shares (among them, 68,197,735 shares voted via electronic transmission), or 76.16% of the total 166,035,124 outstanding shares (deducting 0 nonvoting share as required in Article 179, Paragraph 2 of the Company Act).
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Directors present: Vincent Hu (Chairman), H.Y. Lin, Yi Tsung Huang (Independent Director & the Convener of the Audit Committee), Steven Hsu (Independent Director), Robert Chen (Independent Director)
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Others present: CPA Shen-Chieh Hu, Mason Tung (President), Alice Hsu (Financial Director)
Chairman: Mr. Vincent Hu, the Chairman of the Board of Directors
Minute Recorder: Nancy Fan
Ⅰ. Chairman announced commencement. (The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum.)
Ⅱ . Chairman’s Address (omitted)
Ⅲ . Report Items
- The Business of 2024 (Annex 1)
Acknowledged
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2024 Audit Committee’s Review Report (Annex 2)
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Acknowledged
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2024 Distributable Compensation for Directors and Employees
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1 -
Description: (1) According to the provisions of Article 26-1 of the Articles of
Incorporation as well as the allocation rate adopted by the Board of Directors, the Company has set aside NT$16,603,512 for directors’ remuneration and NT$222,060,268 for employees’ compensation.
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(2) The aforesaid directors’ remuneration and employees’
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compensation have been approved by the Board of Directors and will be fully paid in cash.
Acknowledged
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Cash Dividends Distribution of 2024 Earnings
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Description: (1) The Board of Directors has resolved that the distribution of NT$1,411,298,554 for 2024 earnings, with a cash dividend of NT$8.5 per share. The cash payment to each shareholder will be rounded down to the nearest dollar. The amounts under one dollar due to the rounding down are summed and recognized as other income of the Company.
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(2) The cash dividend per share is based on outstanding shares of 166,035,124 shares on the day of the Board of Directors Meeting on Feb. 21, 2025. If there’s any changes in the number of outstanding shares effect the dividend distribution payout ratio, the Chairman is authorized to adjust the distribution, in accordance with the Board of Directors' resolution.
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(3) The Chairman is authorized to set the cash distribution record date and the payment date according to the Board of Directors' resolution.
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(4) The Chairman is fully authorized by the Board of Directors to deal with any unsettled matters.
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Acknowledged
- Cash Dividends Distribution from Capital Surplus Description: (1) The Board of Directors has resolved, in accordance with Article 241 of the Company Act, to distribute a cash dividend of NT$83,017,562 from the capital surplus, at a rate of NT$0.5
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per share. The cash payment to each shareholder will be rounded down to the nearest dollar. The amounts under one dollar due to the rounding down are summed and recognized as other income of the Company.
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(2) The cash dividend per share is based on outstanding shares of 166,035,124 shares on the day of the Board of Directors Meeting on Feb. 21, 2025. If there’s any changes in the number of outstanding shares effect the dividend distribution payout ratio, the Chairman is authorized to adjust the distribution, in accordance with the Board of Directors' resolution.
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(3) The Chairman is authorized to set the cash distribution record date and the payment date according to the Board of Directors' resolution.
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(4) The Chairman is fully authorized by the Board of Directors to deal with any unsettled matters.
Acknowledged
Ⅳ . Approval Items
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2024 Business Report and Financial Statements
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Description: (1) The 2024 financial statements have been completed with the auditing and attestation by certified public accountants Shen Chieh Hu, and Hsin Min Hsu of Ernst & Young accounting firm.
- (2) For the business report, independent auditors' report, and financial statements in the preceding paragraph, please refer to Annex 1 and Annex 3 to Annex 12.
Voting Result: 126,453,724 shares were represented at the time of voting
(including 68,197,735 shares voted via electronic transmission)
| Voting Results | %of the totalrepresented share present |
|---|---|
| Votes in favor: 113,446,414 votes (including55,190,425 shares voted via electronic transmission) |
89.71% |
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| Voting Results | %of the totalrepresented share present |
|---|---|
| Votes against: 23,969 votes (including23,969 shares voted via electronic transmission) |
0.01% |
| Votes invalid: 0 votes | 0.00% |
| Votes abstained: 12,983,341 votes (including12,983,341 shares voted via electronic transmission) |
10.26% |
Resolution: Approved and acknowledged as proposed by the Board of Directors.
- 2024 Earnings Distribution
Description: The 2024 earnings distribution table were approved by the 8th meeting of the Company’s 11th term Board of Directors and were submitted to the Audit Committee; the written review report is on file. For the earnings distribution table, please refer to Annex 13. Voting Result: 126,453,724 shares were represented at the time of voting
(including 68,197,735 shares voted via electronic transmission)
| Voting Results | %of the totalrepresented share present |
|---|---|
| Votes in favor: 114,367,625 votes (including56,111,636 shares voted via electronic transmission) |
90.44% |
| Votes against: 23,965 votes (including23,965 shares voted via electronic transmission) |
0.01% |
| Votes invalid: 0 votes | 0.00% |
| Votes abstained: 12,062,134 votes (including12,062,134 shares voted via electronic transmission) |
9.53% |
Resolution: Approved and acknowledged as proposed by the Board of
Directors.
Ⅴ. Discussion Items
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Amendments to the Articles of Incorporation
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Description: The Comparison Table of the Original and the Amended Articles of Incorporation, please refer to Annex 14.
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Voting Result: 126,453,724 shares were represented at the time of voting
(including 68,197,735 shares voted via electronic transmission)
| Voting Results | %of the totalrepresented share present |
|---|---|
| Votes in favor: 114,366,452 votes (including56,110,463 shares voted via electronic transmission) |
90.44% |
| Votes against: 24,320 votes (including24,320 shares voted via electronic transmission) |
0.01% |
| Votes invalid: 0 votes | 0.00% |
| Votes abstained: 12,062,952 votes (including12,062,952 shares voted via electronic transmission) |
9.53% |
Resolution: Approved and acknowledged as proposed by the Board of
Directors.
Ⅵ . Extempore Motion : None
Ⅶ . Adjournment : Meeting ended at 09:21 am
There are no questions from shareholders at this shareholders meeting.
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Ⅷ . Annex
1. 2024 Business report
2024 Business report
The global economy in 2024 has been weak, with political factors notably disrupting economic activities. First, the U.S. presidential election at the end of the year has created concerns about policy uncertainty, leading to a slowdown in economic activity. Despite interest rate cuts in the third quarter, the impact on stimulating the economy has not been significant. Additionally, geopolitical conflicts, including the ongoing Russia-Ukraine war since 2022, and the outbreak of the Middle East conflict involving Israel in 2024, have further affected the global situation. In terms of China's economy, it faces numerous challenges due to the U.S.-China trade friction, which has led to a shift in manufacturing and a slowdown in economic activities. Despite the Chinese government's stimulus measures in the second half of the year, the economic recovery remains difficult.
The global electronics industry continues to show weak demand. While there has been a slight recovery in mobile phones, demand remains far below pre-pandemic levels. Fortunately, the demand for computers, after experiencing significant fluctuations during the pandemic, has returned to prepandemic levels, with global PC growth around 3% in 2024. ITE's overall performance in 2024 closely resembles that of 2023, with modest growth across various indicators. Thanks to its competitive products, ITE has earned strong support from customers and is expected to deliver solid results for the year
1. Operating outcome in 2024
ITE's earnings per share (EPS) for 2024 was NT$10.10. The operating performance is as follows,
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(1) The annual revenue was NT$66.32 billion, increasing by 5.67% compared to the previous year.
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(2) The annual gross profit margin was 55.62%, an increase of 1.96% from the previous year.
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(3) The annual net profit after tax was NT$16.26 billion, growing by 2.44% compared to the previous year.
2. Overview of Annual Business Plan for 2025
Based on Microsoft's specifications for AI PCs, only Qualcomm’s ARM CPU met the required standards last year. This year, Intel and AMD will launch new highly anticipated CPUs, and MediaTek will collaborate with NVidia to offer AI PC solutions. Furthermore, Microsoft will stop updating Windows 10 and will launch Windows 12, which will feature AI capabilities. The PC market is expected to experience a boom this year. However, the growing pressure on price reduction from competition within the industry continues to build up, presenting a significant challenge for ITE.
Product Development
- (1) P C/NB-related ICs: In addition to keeping up with the evolution of mainstream CPU technologies, we will also monitor ARM’s development and steadily advance according to the demands of brand manufacturers and ODM/OEMs, providing fast and precise products and
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technologies.
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(2) High-speed Interface ICs : To meet the growing demand for multimedia data traffic, we will continue to develop advanced high-speed interface technologies and products to ensure they meet the specifications of next-generation mobile devices and consumer electronics.
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(3) HMI (Human-Machine Interface) ICs : As human-machine interfaces in home appliances, automotive, and industrial applications gradually shift towards digital color display control, we will develop corresponding integrated hardware and software to improve the overall performance of HMI systems.
3. The Company’s future development strategies
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(1) Continue developing key technologies and introducing new manufacturing processes to strengthen technology strategy and further reduce costs.
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(2) Actively explore innovative applications and design new products with customization, high value, and growth potential.
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(3) Proactively seek strategic customer collaborations, strengthen marketing for branded customers, and use pragmatic business models to gain a competitive edge in the market.
4. Impact of External Competitive, Regulatory, and Macro Business Environments
The U.S.-China confrontation remains the biggest uncertainty. With Trump returning to power in the White House, we expect more unconventional economic measures that may have significant impacts on the global market. In response to U.S. sanctions, China will accelerate its push for domestic production, squeezing out foreign businesses and protecting local companies. These policies will lead to significant changes in taxation, energy, and defense sectors, which will affect Taiwan, a country with substantial trade relations with both sides. This will be a challenge that Taiwanese companies must face and address.
ITE remains committed to sustainable development, actively promoting ESG (Environmental, Social, and Governance) initiatives and aligning with international standards to fulfill its corporate social responsibilities. We are advancing sustainability policies in multiple areas such as corporate governance, environmental protection, technological innovation, and social responsibility, strengthening operational resilience, and creating long-term economic value. At the same time, ITE is dedicated to making a positive impact on the environment, economy, and society, aiming for mutually beneficial development and achieving a win-win outcome for both the company and society.
In conclusion, despite the volatile global political situation and intense market competition, all of us at ITE remain confident in overcoming the challenges and impacts brought about by the current macroeconomic environment and industry conditions.
Chairman: Vincent Hu President: Mason Tung Chief Financial Officer: Alice Hsu
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2. 2024 Audit Committee's Review Report
Audit Committee’s Review Report
The Board of Directors has prepared and submitted the Company's 2024 business report, financial statements, and earnings distribution proposal. The financial statements have been completed with an audit by CPAs Shen Chieh Hu and Hsin Min Hsu of Ernst & Young Accounting Firm, and an audited report has been issued thereon. The aforementioned business report, financial statements, and earnings distribution proposal have been reviewed by this Committee and found to have no discrepancy. The above is hereby reported in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To ITE Tech. Inc. 2025 Annual General Shareholders' Meeting.
Convener of the Audit Committee: Yi Tsung Huang
February 21, 2025
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3. Independent Auditors' Report on Consolidated Financial Statements
Independent Auditors’ Report Translated from Chinese
To ITE Tech. Inc.
Opinion
We have audited the accompanying consolidated balance sheets of ITE Tech. Inc. and its subsidiaries (“the Group”) as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report ), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and their consolidated financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
The Group recognized NT$6,632,578 thousand as operating revenues for the year ended December 31, 2024, which includes sale of goods and other operating revenues for the year ended December 31, 2024. It is necessary for the Group to judge and determine the performance obligation of a contract, the timing of its satisfaction, and the estimate of the variable considerations. As a result, we determined the matter to be a key audit matter.
Our audit procedures include (but are not limited to) testing the effectiveness of internal control; assessing the appropriateness of the accounting policy for revenue recognition; conducting analytical procedures for gross profit by product; selecting the samples to perform detailed transaction tests and reviewing the significant terms of sales agreements and trade terms to determine the accuracy of the timing of revenue recognition, testing the accuracy of the sales discount calculation and reviewing the payments of refund liabilities in the subsequent period; and performing cut-off procedures on selected samples for a period before and after the reporting date.
We also considered the appropriateness of the disclosures of operating revenues. Please refer to Note 4(17), Note 5 and Note 6(16) in notes to the Group’s consolidated financial statements.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of the other auditors. These associates and joint ventures under equity method amounted to NT$15,295 thousand and NT$11,804 thousand, representing 0.17% and 0.14% of consolidated total assets as of December 31, 2024 and 2023, respectively. The related shares of profit or loss from the associates and joint ventures under the equity method amounted to NT$3,491 thousand and NT$(9,765) thousand, representing 0.18% and (0.51)% of the consolidated net income before tax for the years ended December 31, 2024 and 2023, respectively.
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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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Group, 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 financial reporting process of the Group.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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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.
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11 -
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Other
We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of ITE Tech. Inc. as of and for the years ended December 31, 2024 and 2023.
Hu, Shen-Chieh
Hsu, Hsin-Min
Ernst & Young, Taiwan
February 21, 2025
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the consolidated financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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4. Consolidated Balance Sheets
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5. Consolidated Statements of Comprehensive Income
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6. Consolidated Statements of Changes in Equity
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7. Consolidated Statements of Cash Flows
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8. Independent Auditors' Report on Parent Company Only Financial Statements
Independent Auditors’ Report Translated from Chinese
To ITE Tech. Inc.
Opinion
We have audited the accompanying parent company only balance sheets of ITE Tech. Inc. (“the Company”) as of December 31, 2024 and 2023, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report ), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 parent company only financial statements. 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, and we do not provide a separate opinion on these matters.
Revenue recognition
The Company recognized NT$6,632,578 thousand as operating revenues for the year ended December 31, 2024, which includes sale of goods and other operating revenues for the year ended December 31, 2024. It is necessary for the Company to judge and determine the performance obligation of a contract, the timing of its satisfaction, and the estimate of the variable considerations. As a result, we determined the matter to be a key audit matter.
Our audit procedures include (but are not limited to) testing the effectiveness of internal control; assessing the appropriateness of the accounting policy for revenue recognition; conducting analytical procedures for gross profit by product; selecting the samples to perform detailed transaction tests and reviewing the significant terms of sales agreements and trade terms to determine the accuracy of the timing of revenue recognition, testing the accuracy of the sales discount calculation and reviewing the payments of refund liabilities in the subsequent period; and performing cut-off procedures on selected samples for a period before and after the reporting date.
We also considered the appropriateness of the disclosures of operating revenues. Please refer to Note 4(16), Note 5 and Note 6(16) in notes to the parent company only financial statements.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of the other auditors. These associates and joint ventures under equity method amounted to NT$15,295 thousand and NT$11,804 thousand, representing 0.17% and 0.14% of parent company only total assets as of December 31, 2024 and 2023, respectively. The related shares of profit or loss from the associates and joint ventures under the equity method amounted to NT$3,491 thousand and NT$(9,765) thousand, representing 0.18% and (0.51)% of the parent company only net income before tax for the years ended December 31, 2024 and 2023, respectively.
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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 requirements of 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 ability to continue as a going concern of the Company, 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 financial reporting process of the Company.
Auditors’ 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the 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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the 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 group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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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 2024 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Hu, Shen-Chieh
Hsu, Hsin-Min
Ernst & Young, Taiwan
February 21, 2025
Notice to Readers
The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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9. Parent Company Only Balance Sheets
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10. Parent Company Only Statements of Comprehensive Income
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11. Parent Company Only Statements of Changes in Equity
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12. Parent Company Only Statements of Cash Flows
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13. Earnings Distribution Table
ITE Tech. Inc. 2024 Earnings Distribution Table
| Unit: NT$ Amount Subtotal Total 1,002,107,357 1,626,630,922 108,830,943 1,780,276 1,737,242,141 (173,724,214) 1,563,517,927 2,565,625,284 (1,411,298,554) 1,154,326,730 |
Unit: NT$ Amount Subtotal Total 1,002,107,357 1,626,630,922 108,830,943 1,780,276 1,737,242,141 (173,724,214) 1,563,517,927 2,565,625,284 (1,411,298,554) 1,154,326,730 |
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| Amount | ||
| Item | ||
| Subtotal | Total | |
| Beginning balance | 1,002,107,357 | |
| Net profit after tax for the current year | 1,626,630,922 108,830,943 1,780,276 |
|
| Add: Disposal of financial assets at fair value through other | ||
| comprehensive income | ||
| Add: Actuarialgain on defined benefitplan | ||
| Amount of net profit after tax for the current period, plus the | 1,737,242,141 (173,724,214) |
|
| amount of items other than the net profit after tax for the current | ||
| period that are recorded in undistributed earnings for the | ||
| current year | ||
| Less: Legal reserve appropriated | 1,563,517,927 | |
| Distributable earnings | 2,565,625,284 | |
| Distributions: | ||
| Shareholders cash dividend (The proposed dividend | ||
| NT$8.5 per share) | (1,411,298,554) | |
| Endingundistributed earnings | 1,154,326,730 |
Chairman: Vincent Hu President: Mason Tung Chief Financial Officer: Alice Hsu
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14. Comparison Table of Amended Articles in the Articles of Incorporation
ITE Tech. Inc.
Comparison Table of Amended Articles in the Articles of Incorporation
| ITE Tech. Inc. Comparison Table of Amended Articles in the Articles of Incorporation |
ITE Tech. Inc. Comparison Table of Amended Articles in the Articles of Incorporation |
ITE Tech. Inc. Comparison Table of Amended Articles in the Articles of Incorporation |
ITE Tech. Inc. Comparison Table of Amended Articles in the Articles of Incorporation |
ITE Tech. Inc. Comparison Table of Amended Articles in the Articles of Incorporation |
|---|---|---|---|---|
| Articles No. Article 3 Article 26-1 |
Content of Article before Amendment | Content of Article after Amendment | Basis and Reasons for Amendment |
|
| The Company establishes its head office in Hsinchu Science Industrial Park. If necessary, following resolution of the Board of Directors and approval by the competent authority, the Company may establish domestic/international branches. |
The Company establishes its head office in HsinchuScience Park.If necessary, following resolution of the Board of Directors and approval by the competent authority, the Company may establish domestic/international branches. |
Text Revision to Align with Act for Establishment and Administration of Science Parks |
||
| When the Company has operating profits, the distribution of employees’ compensation and directors’ remuneration shall depend upon the profit status. The aforementioned employees’ compensation shall not include routine or fixed salary, nor allowances or bonuses. The aforementioned profit status shall refer to the pre-tax profit, which is the profit before distribution of remuneration is deducted. If the Company makes a profit in the current year, it shall set aside 8% to 20% thereof for employees’ compensation, and it may then set aside no more than 1% thereof for director remuneration. However, when the Company still has accumulated losses, it shall retain the amount required to compensate for the losses and first deduct such amount, before calculating any compensation or remuneration. In addition, the annual compensation or remuneration shall be a one- time distribution, which may be made in full in one payment or in installments. (Omissions Below) |
When the Company has operating profits, the distribution of employees’ compensation and directors’ remuneration shall depend upon the profit status. The aforementioned employees’ compensation shall not include routine or fixed salary, nor allowances or bonuses. The aforementioned profit status shall refer to the pre-tax profit, which is the profit before distribution of remuneration is deducted. If the Company makes a profit in the current year, it shall set aside 8% to 20% thereof for employees’ compensation(at least 50% of which shall be allocated to non-managerial employees),and it may then set aside no more than 1% thereof for director remuneration. However, when the Company still has accumulated losses, it shall retain the amount required to compensate for the losses and first deduct such amount, before calculating any compensation or remuneration. In addition, the annual compensation or remuneration shall be a one-time distribution, which may be made in full in one payment or in installments. (Omissions Below) |
Amended in accordance with the Financial Supervisory Commission's order No. 1130385442, interpreting Article 14, Paragraph 6 of the Securities and Exchange Act |
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| Articles No. |
Content of Article before Amendment | Content of Article after Amendment | Basis and Reasons for Amendment |
|---|---|---|---|
| Article 31 |
These Articles of Incorporation were established on April 22, 1996. The first revision was made on February 16, 1997. The second revision was made on February 13, 1998. The third revision was made on February 23, 1998. The fourth revision was made on June 30, 1998. The fifth revision was made on June 10, 1999. The sixth revision was made on June 15, 2000. The seventh revision was made on May 30, 2002. The eighth revision was made on April 11, 2003. The ninth revision was made on June 1, 2004. The tenth revision was made on June 12, 2006. The eleventh revision was made on June 11, 2007. The twelfth revision was made on June 13, 2008. The thirteenth revision was made on June 10, 2009. The fourteenth revision was made on June 15, 2011. The fifteenth revision was made on June 15, 2012. The sixteenth revision was made on June 11, 2013. The seventeenth revision was made on June 17, 2015. The eighteenth revision was made on June 20, 2016. The nineteenth revision was made on June 21, 2022. |
These Articles of Incorporation were established on April 22, 1996. The first revision was made on February 16, 1997. The second revision was made on February 13, 1998. The third revision was made on February 23, 1998. The fourth revision was made on June 30, 1998. The fifth revision was made on June 10, 1999. The sixth revision was made on June 15, 2000. The seventh revision was made on May 30, 2002. The eighth revision was made on April 11, 2003. The ninth revision was made on June 1, 2004. The tenth revision was made on June 12, 2006. The eleventh revision was made on June 11, 2007. The twelfth revision was made on June 13, 2008. The thirteenth revision was made on June 10, 2009. The fourteenth revision was made on June 15, 2011. The fifteenth revision was made on June 15, 2012. The sixteenth revision was made on June 11, 2013. The seventeenth revision was made on June 17, 2015. The eighteenth revision was made on June 20, 2016. The nineteenth revision was made on June 21, 2022. The twentieth revision was made on May 26, 2025. |
Addition of the revision date |
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