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KINSUS — AGM Information 2019
Jun 5, 2019
52304_rns_2019-06-05_4792ebaf-14c8-4df3-8f24-bd2db62e919a.pdf
AGM Information
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(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
KINSUS INTERCONNECT TECHNOLOGY CORP. Minutes for the 2019 of Annual Meeting of Shareholders
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l Time: 9:00 a.m., 29[th] May, 2019 (Tuesday)
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l Location: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City
(Kinsus Shih-Lei plant, staff canteen)
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l Total outstanding shares: 451,360,860 shares. Total attending shares: 451,308,060 shares. Total shares with voting rights: 451,158,561 shares
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l Total shares held by shareholders presented in person or by proxy: 282,473,852 shares (including electronic votes (“e-votes”) of 280,291,521 shares.)
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l Percentage of shares held by shareholders presented in person or by proxy: 62.59%
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l Chairman: Guo, Ming-Dong, the Chairman
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l Attending Directors:
Mr. Guo, Ming-Dong,
Mr. Chen, Ho-Shu,
Ms. Wu, Shiang-Siang,
Mr. Cheng, Zhong-Ren,
Mr. Hwang, Chung-Pao,
Mr. Wu, Hui-Huang,
- l Other attendants:
Mr. Hong, Mao Yi, CPA, Ernst & Young
Mr. Chen, Wei Ching, Legal commissioner
- l Meeting Recorder: Ms. Liu, Su-Zhen
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman calls the meeting to order.
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l Chairman’s Opening Statement (omitted)
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I. Items To Be Reported
- The 2018 Business Report
Explanatory Notes: Please refer to Attachment I.
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- Audit Committee’s Review Report on the 2018 financial closing documenation
Explanatory Notes: Please refer to Attachment II.
- To report the 2018 employees’ and directors’ compensation
Explanatory Notes:
- a. Based on the Company’s Article of Incorporation, article#24, the Company’s board of directors has resolved to pay out 2018 directors’ and employees’ compensation in amount of NT$3,352,285 and NT$55,073,693, respectively.
- b. The directors’ and employees’ compensation will be paid in cash and are the same as those recognized in 2018 financial statements.
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II. Items To Be Approved
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To approve 2018 Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements (Proposed by the Board of Directors)
Explanatory Notes:
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a. The Company’s Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements have been reviewed by Audit Committee and hereby proposed for the shareholders’ approval. Among these documentations, the Parent-Company-Only Financial Statements and Consolidated Financial Statements have been audited by Ernst & Young.
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b. For details, please refer to Attachment I and Attachment III to the Meeting Handbook.
Voting Results: The proposal is approved.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 282,473,852 votes* (280,291,521 e-votes) |
270,865,351 votes* (269,106,961 e-votes) |
79,848 votes* (79,848 e-votes) |
11,528,653 votes* (11,104,712 e-votes) |
0 votes* |
| 100.00% | 95.89% | 0.03% | 4.08% | 0.00% |
*including e-votes (numbers in brackets)
- To approve the proposal for 2018 earnings distribution (Proposed by the Board of Directors)
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Explanatory Notes:
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a. The Company makes the earnings distribution in accordance with its Articles of Incorporation based on 2018 net income of NT$349,485,057 after making legal reserve and special reserve in compliance with Company Act and the Articles. The 2018 earnings distribution table is shown in Attachment IV to the Meeting Handbook for reference.
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b. Please authorize the Board of Directors to execute the earnings distribution process in good faith as deemed necessary after the shareholders’ approval on the earnings distribution. Also please include in other income of the company, if too trivial to one NT dollar, to specific shareholders.
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c. Please authorize the Board of Directors to adjust, in good faith, the ratio of dividend per share, based on the shares outstanding on the record date for distribution, to the extent of no change in the resolved total amount to be distributed to shareholders.
Voting Results: The proposal is approved.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 282,473,852 votes* (280,291,521 e-votes) |
271,352,517 votes* (269,594,127 e-votes) |
80,344 votes* (80,344 e-votes) |
11,040,991 votes* (10,617,050 e-votes) |
0 votes* |
| 100.00% | 96.06% | 0.03% | 3.91% | 0.00% |
*including e-votes (numbers in brackets)
III. Items To Be Discussed
- Amendment to the Articles of Incorporation (Proposed by the Board of Directors)
Explanatory Notes:
- a. The Amendment is based on the Company’s operating need, and for comparison for amendment to the Article of Incorporation, please refer to Attachment V
Voting Results: The proposal is discussed and resolved faverable.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 282,473,852 votes* (280,291,521 e-votes) |
271,353,116 votes* (269,594,726 e-votes) |
79,083 votes* (79,083 e-votes) |
11,041,653 votes* (10,617,712 e-votes) |
0 votes* |
| 100.00% | 96.06% | 0.03% | 3.91% | 0.00% |
*including e-votes (numbers in brackets)
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- Amendment to the Company’s Procedures for Acquisition or Disposal of Assets (Proposed by the Board of Directors)
Explanatory Notes:
- a. The Amendment is based on the Company’s operating need, and for comparison for amendment to the company’s procedures for acquisition or disposal of assets, please refer to Attachment VI
Voting Results: The proposal is discussed and resolved faverable.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 282,473,852 votes* (280,291,521 e-votes) |
271,346,778 votes* (269,588,388 e-votes) |
82,421 votes* (82,421 e-votes) |
11,044,653 votes* (10,620,712 e-votes) |
0 votes* |
| 100.00% | 96.06% | 0.03% | 3.91% | 0.00% |
*including e-votes (numbers in brackets)
IV. Other Questions and Motions
- V. Adjournment
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Attachment I
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
2018 Business Report
1. 2018 Business Report
In 2018, new stimulating power from electronic products and semi-conductors market was weak. The virtual currency upsurge did not last too long in beginning of the year. The trend of electronic products development of smart phones transferred from personal computers in recent becomes to a stable and flat stage or even has begun to decline. Before the advancement of electronic products to artificial intelligence AIoT, the semi-conductor industry seems getting into a slowdown stage in the development of terminal products.
In addition to the slow industrial technology development process, the factors that have plagued the global economy in 2018 years are the US-China trade war and technology competition. The United States has two major influences by curbing China’s growing trade war by raising customs duty. Electronic products industry, especially computer and mobile phone related industry chains, worry that high customs duty will cause sales of products in the United States to decrease and, therefore, adjust product and component inventory levels in advance. The overall supply chain performance tends to become very conservative. production costs are also increased, on the other hand, because many processing and assembling companies who originally were located in China have turned their operations to southeast Asia and Europe. The longer-term development for the electronics supply chain will be recast and the global supply chain can be clearly divided into two or three supply systems.
The evolution of electronic products and the obstruct of the US-China trade war ultimately affected of semi-conductor and substrate. Negative impacts included falling iOS phone sales and slumping Android phones demand. Though many new wearable devices are trying to stimulate market growth, the overall scale is too small to restore the weakness of mobile phone market. Such an impact occurred in 2018 and will extend to 2019. Positive development is in 5G communication. The base station system component suppliers are trying their best to accelerate product development. 5G communication pilots of various operators, the scale and speed are accelerating. Competition is more intense. 5G communication to get into commercial operation stage in 2020 becomes feasible. The 5G communication not only drives the Company's turnover in the second half of 2018 but also will enhance 2019 performance. Subsequently it will accelerate the business opportunities for AIOT including the cloud and the application. These applications are the ABF FC-BGA substrates that the Company is best at.
The Company’s revenue in parent-company-only basis totaled to NT$17,228,031 thousand in 2018, increased by 5.78% compared to NT$16,286,034 thousand in 2017. Net income in parentcompany-only basis was NT$349,485 thousand in 2018, decreased by 28.92% compared to
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NT$491,676 thousand in 2017. The Company’s consolidated revenue totaled to NT$23,727,929 thousand in 2018, increased by 6.23% compared to NT$22,335,486 thousand in 2017. The consolidated net income was NT$411,040 thousand in 2018, increased by 22.58% compared to NT$335,322 thousand in 2017.
The increase in operating profit was mainly due to the improvement of product mix and the high proportion of high gross profit margin products while the decline in operating profit was mainly due to the higher operating expenses of Xinfeng Factory resulted from market lost by unexpected slow growth of new products market and price competition.
(In Thousands of New Taiwan Dollars
| (In Thousands of New Taiwan Dollars | (In Thousands of New Taiwan Dollars | (In Thousands of New Taiwan Dollars | |
|---|---|---|---|
| Except for Earnings Per Share) | |||
| Account (Inparent-company-onlybasis) |
2018 | 2017 | Growth Rate (%) |
| Operatingrevenues | 17,228,031 | 16,286,034 | 5.78% |
| Grossprofit | 3,615,434 | 3,077,973 | 17.46% |
| Operatingincome | 346,545 | 499,936 | -30.68% |
| Pre-tax income | 422,468 | 617,128 | -31.4% |
| Net income | 349,485 | 491,676 | -28.92% |
| Earningsper share(in NT$) | 0.78 | 1.10 |
(In Thousands of New Taiwan Dollars
| (In Thousands of New Taiwan Dollars | (In Thousands of New Taiwan Dollars | (In Thousands of New Taiwan Dollars | |
|---|---|---|---|
| Except for Earnings Per Share) | |||
| Account (In consolidated basis) |
2018 | 2017 | Growth Rate (%) |
| Operatingrevenues | 23,727,929 | 22,335,486 | 6.23% |
| Grossprofit | 5,386,502 | 4,162,724 | 29.40% |
| Operatingincome | 791,650 | 399,225 | 98.30% |
| Pre-tax income | 710,522 | 529,123 | 34.28% |
| Net income | 411,040 | 335,322 | 22.58% |
| Net income/loss attributable to: | |||
| Shareholders of theparent | 349,485 | 491,676 | |
| Non-controllinginterests | 61,555 | -156,354 | |
| Earningsper share(In NT$) | 0.78 | 1.10 |
2. Summary of 2019 business plan:
(1)Business Policy
Since the Company’s establishment, we have been upholding the principle of “Satisfying Customers and Pursuing for Excellence” as our business policy, developing leadership in technique to meet market demand, mastering new generation product demands, investing engineering resources to stay ahead, and striving for better profit to benefit our shareholders
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under the intense competition.
The IC substrates industry has entered a highly complex product portfolio and structure. Competitive technologies such as Fan-Out WLP have grown rapidly. The Cmpany's R&D department is developing higher-accumulation packaging/assembly substrates, such as SiP modules, integrate antenna modules, CPU/memory multi-chip Wafer substrates, or even soft board modules, and expand the technology capabilities of the substrate industry for many years to create higher value for customers.
(2)2019 Expected Sales and Its Sources
Several foreign-funded and international research advisory agencies predict that global economic growth will slow down in 2019 compared to 2018. In addition to regional geopolitical conflicts and the impact of US-China trade and technology competition, there is also a lack of innovative products in the market. Most electronic products follow 2018 of existing specifications and functions. The products with more obvious growth trends include 5G base station related chips and AI related High Bandwidth Memory. Automotive electronic products, including applications such as assisted autopilot ADAS, autonomous driving environment sensing components, and autopilot learning algorithm processors, are still highly growing. The fastest-growing smartphone-related Wafer components slight decline in 2019.
(3)Significant Production and Marketing Policy
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A. Continue investing in R&D resources, developing both micro-wire and slim-film processes, providing customers with solutions for 7nm wafer process and multi-chip package modules.
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B. Expanding the capacity of ABF FC-BGA substrate to match the long-term needs of 5G and AIoT.
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C. Adjust the production capacity and production equipment of each plant to achieve the 2019 operating plan.
3. Company development strategy
We will aim at application of slim substrates of ABF-FCBGA and memory and the techniques and products of SiP module and Wafer module in short-term, keeping up with the elemental global semiconductor developing trend of continuously miniature line width, aperture, and thickness in medium term, and developing complicated structural technique of active/passive components and direct wafer bonding in long term. By these development strategies, we are confident that the Company definitely will sustain our competitiveness in product market as well as in the technique.
Chairman:
Chief Accountant:
CEO:
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Attachment II
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2018 Business Report, Consolidated Financial Statements, Parent-company-only Financial Statements and the proposal for distribution of earnings. Among these documentation, the financial statements have been audited by the auditors, Ernst & Young, and the audit reports relating to the Financial Statements have been granted. The Business Report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be fairly presented by the Audit Committee members of Kinsus Interconnect Technology Corp. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit the review report to the Company’s shareholders.
Kinsus Interconnect Technology Corp.
Chairman of the Audit Committee: Chung-Pao Hwang
February 18[th] , 2019
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Attachment III
English Translation of an Audit Report Originally Issued in Chinese INDEPENDENT AUDITORS’ REPORT
To: The Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.
Opinion
We have audited the accompanying parent-company-only balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) as of December 31, 2018 and 2017, and the related parentcompany-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including the summary of significant accounting policies (together referred as “the parent-company-only financial statements”).
In our opinion, based on the results of our audits and the report of other auditors (please refer to the - Other Matter Making Reference to the Audit of a Component Auditor section of our report), the parent-company-only financial statements referred to above present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2018 and 2017, and their parent-company-only financial performance and cash flows for the years then ended, 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 other auditor(s), 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 the most significance in our audit of parent-company-only financial statements for the year ended December 31, 2018. 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.
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English Translation of an Audit Report Originally Issued in Chinese
Revenue Recognition
We determine that revenue recognition is one of the key audit matters. The Company’s consolidated revenue amounting to NT$17,228,031 thousand for the year ended December 31, 2018 is a significant account to the Company’s consolidated financial statements. The Company has conducted these sale activities in multi-marketplace, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on varieties of sale terms and conditions enacted in the main sale contracts or sale orders.Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition sampling-test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the fulfillment timing, and performance obligation for revenue recognition from foreign warehouses with sale agreement or orders, performing analytical review procedures on monthly sale revenues, executing sale cut-off tests, etc. We have also evaluated the appropriateness of the related disclosure in Note 4 and 6 to the consolidated financial statements.
Market valuation on Inventory
We determined the market valuation on inventory one of key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$1,918,295 thousand as of December 31, 2018. As the application market of substract, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving inventory and phased-out items, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), performing observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Note 5 and 6 to the parent-company-only financial statements.
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English Translation of an Audit Report Originally Issued in Chinese
Other Matter – Making Reference to the Audit of a Component Auditor
We did not audit the financial statements of FuYang Technology Corp., an indirectly invested associate accounted for under the equity method by the Company. The financial statements of FuYang Technology Corp. as of December 31, 2018 and 2017, and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$735,275 thousand and NT$823,380 thousand as of December 31, 2018 and 2017 representing 2.03% and 2.28% of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(99,606) thousand and NT$(77,880) thousand representing (23.58)% and (12.62)% of the Company’s income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$12,346 thousand and NT$(19,180) thousand representing (47.45)% and 25.22% of the other comprehensive income, are based solely on the audit reports of other auditors.
Responsibilities of Management and Those Charged with Governance for the Parent-CompanyOnly 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.
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English Translation of an Audit Report Originally Issued in Chinese
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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parentcompany-only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain 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.
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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 Company.
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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 Company. 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 Company to cease to continue as a going concern.
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English Translation of an Audit Report Originally Issued in Chinese
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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 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.
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 2018 parent-company-only financial statements 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.
Ernst & Young February 18[th] , 2019 Taipei, Taiwan, Republic of China
Notice to Readers
The accompanying parent-company-only 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 on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such financial statements are those generally accepted and applied in the Republic of China on Taiwan
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English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. Parent-Company-Only Balance Sheets
As of December 31, 2018 and 2017
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Assets | Assets | Assets | 2018 | 2018 | 2017 | 2017 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % | ||||
| 1100 1110 1136 1147 1150 1170 1180 1200 1210 1310 1410 1470 11XX 1550 1600 1780 1840 1915 1995 15XX 1XXX |
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss Financial assets carried at amortized cost Bond investments with no active market Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Investment accounted for under equity method Property, plant and equipment, net Intangible assets, net Deferred tax assets Prepayment for equipment Other non-current assets Total non-current assets Total Assets |
4, 6(1) 4, 6(2) 4, 6(3) 4, 6(4) 4, 6(5) 4, 6(6) 4, 6(6), 7 7 4, 6(7) 4, 6(8) 4, 6(9), 9 4, 6(10) 4, 6(27) 4, 6(9), 9 6(11) |
$8,709,305 1,005,335 423,057 - 241 2,765,195 1,131 232,701 31,727 1,918,295 128,195 50,504 15,265,686 4,021,997 14,898,668 4,777 9,593 1,972,157 3,787 20,910,979 $36,176,665 |
24 3 1 - - 8 - 1 - 5 - - 42 11 41 - - 6 - 58 100 |
$8,797,966 1,410,216 - 423,057 1,756 2,382,221 954 156,997 11,656 1,255,598 213,761 47,735 14,701,917 4,121,363 14,406,084 12,796 130,819 2,758,841 3,886 21,433,789 $36,135,706 |
24 4 - 1 - 7 - - - 4 1 - 41 11 40 - - 8 - 59 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
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English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp.
Parent-Company-Only Balance Sheets (Continued) As of December 31, 2018 and 2017
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Liabilities and Equity | Liabilities and Equity | 2018 | 2018 | 2017 | 2017 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % | ||||
| 2100 2130 2150 2170 2180 2200 2230 2300 2365 21XX 2540 2570 2600 25XX 2XXX 3100 3110 3200 3300 3310 3320 3350 3400 3500 3XXX |
Current liabilities Short-term loans Contract liability Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Other current liabilities Refund liability Total current liabilities Non-current liabilities Long-term loans Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Capital Common stock Capital surplus Retained earnings Legal capital reserve Special reserve Unappropriated earnings Other components of equity Treasury Stock Total equity Total liabilities and equity |
6(12) 4, 6(21) 7 6(13), 7 4, 6(27) 6(14) 6(15) 6(16), 8 4, 6(27) 4, 6(17), 6(18) 6(19) 6(19) 6(19) 6(19) |
$2,136,671 1,082 38,326 1,336,203 163,500 1,947,831 140,435 594,000 12,300 6,370,348 1,998,125 886 25,156 2,024,167 8,394,515 4,508,410 6,140,942 3,612,556 77,677 13,646,659 (203,356) (738) 27,782,150 $36,176,665 |
6 - - 4 1 5 - 2 - 18 6 - - 6 24 12 17 10 - 38 (1) - 76 100 |
$2,263,117 - 41,687 1,331,417 201,977 2,292,456 293,685 318,373 - 6,742,712 1,365,625 846 27,962 1,394,433 8,137,145 4,460,000 5,956,519 3,563,389 613 14,095,717 (77,677) - 27,998,561 $36,135,706 |
6 - - 4 1 6 1 1 - 19 4 - - 4 23 12 16 10 - 39 - - 77 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
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- English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.
Parent-Company-Only Statements of Comprehenstve Income For the Years Ended December 31, 2018 and 2017
(Amounts Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | Accounts | Notes | 2018 | 2017 | 2017 | |
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 5000 5900 6000 6100 6200 6300 6450 6900 7000 7010 7020 7050 |
Operating revenues Operating costs Gross profit Operating expenses Selling General and administrative Research and development Expected credit gains (losses) Operating expenses total Operating income Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries, associates and joint ventures Non-operating income and expense total Income from continuing operations before income tax Income tax Net income Other comprehensive income (loss) Item that may not be reclassified subsequently to profit or loss Actuarial gain (loss) on defined benefit plains Items that may be reclassified subsequently to profit or loss Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures Total other comprehensive income, net of tax Total comprehensive income Earnings per share - basic (in NT$) Earnings per share - diluted (in NT$) |
4, 6(21), 7 7 7 4, 6(22) 6(25), 7 6(25), 7 6(25) 4, 6(27) 6(26) 6(28) 6(28) |
$17,228,031 (13,612,597) 3,615,434 (595,067) (931,815) (1,738,225) (3,782) (3,268,889) 346,545 205,701 10,469 (64,432) (75,815) 75,923 422,468 (72,983) 349,485 (3,312) (22,706) (26,018) $323,467 $0.78 $0.78 |
100 (79) 21 (3) (6) (10) - (19) 2 1 - - - 1 3 (1) 2 - - - 2 |
$16,286,034 (13,208,061) 3,077,973 (347,294) (1,246,491) (984,252) - (2,578,037) 499,936 199,082 45,375 (39,078) (88,187) 117,192 617,128 (125,452) 491,676 1,004 (77,064) (76,060) $415,616 $1.10 $1.10 |
100 (81) 19 (2) (8) (6) - (16) 3 1 - - - 1 4 (1) 3 - - - 3 |
| 7070 | ||||||
| 7900 7950 8200 8300 8310 8311 8360 8370 8500 9750 9850 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
16
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp.
Parent-Company-Only Statements of Changes in Equity
For the Years Ended December 31, 2018 and 2017
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Items | Capital | Capital Surplus |
Retained Earnings | Retained Earnings | Other Components | of equity | Treasury Stock |
Total Equity |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve |
Special Reserve |
Unappropriated Earnings |
Exchange differences arising on translation of foreign operations |
Unearned Employee Benefit |
||||||
| Code | 3100 | 3200 | 3310 | 3320 | 3350 | 3410 | 3490 | 3500 | 3XXX | |
| A1 B1 B3 B5 C7 D1 D3 D5 N1 A1 B1 B3 B5 C7 D1 D3 D5 T1 Z1 |
Balance as of January 1, 2017 Appropriation and distribution of 2016 earnings: Legal reserve Special reserve Cash dividends - common shares Change in associates and joint ventures accounted for using equity method Net income for 2017 Other comprehensive income (loss) for 2017 Total comprehensive income Share-based payment transactions Balance as of December 31, 2017 Appropriation and distribution of 2017 earnings: Legal reserve Special reserve Cash dividends - common shares Change in associates and joint ventures accounted for using equity method Net income for 2018 Other comprehensive income (loss) for 2018 Total comprehensive income Employee restricted shares for cancellation and others Balance as of December 31, 2018 |
$4,460,000 - 4,460,000 - 48,410 $4,508,410 |
$5,939,819 8,329 - 8,371 5,956,519 (845) - 185,268 $6,140,942 |
$3,340,018 223,371 - 3,563,389 49,167 - $3,612,556 |
$- 613 |
$15,163,371 (223,371) (613) (1,336,350) 491,676 1,004 492,680 14,095,717 (49,167) (77,064) (669,000) 349,485 (3,312) 346,173 $13,646,659 |
$(613) (77,064) |
$- | $(32,885) - 32,885 - - (738) $(738) |
$28,869,710 - - - (1,336,350) 8,329 491,676 (76,060) 415,616 41,256 27,998,561 - - (669,000) (845) 349,485 (26,018) 323,467 129,967 $27,782,150 |
| - | (77,064) | - | ||||||||
| 613 77,064 |
(77,677) (22,706) |
- | ||||||||
| - | (22,706) | - | ||||||||
| (102,973) | ||||||||||
| $77,677 | $(100,383) | $(102,973) | ||||||||
(The accompanying notes are an integral part of the parent-company-only financial statements.)
NOTE: The employees' bonuses of NT$55,074 and the directors' and supervisors' remuneration of NT$3,352 thousand for the year ended December 31, 2018
had been deducted from comprehensive income for the year ended December 31, 2018.
The employees' bonuses of NT$80,693 and the directors' and supervisors' remuneration of NT$4,912 thousand for the year ended December 31, 2017 had been deducted from comprehensive income for the year ended December 31, 2017.
17
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.
Parent-Company-Only Statements of Cash Flows For the Years Ended December 31, 2018 and 2017
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2018 | 2017 | Code | Items | 2018 | 2017 |
|---|---|---|---|---|---|---|---|
| AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21900 A22300 A22500 A23800 A30000 A31110 A31130 A31150 A31160 A31180 A31190 A31200 A31230 A31240 A32125 A32130 A32150 A32160 A32180 A32210 A32230 A32240 A32990 A33000 A33100 A33100 A33300 A33500 AAAA |
Cash flows from operating activities: Net income before tax Adjustments: Profit or loss not effecting cash flows: Depreciation Amortization Expected credit losses (gain on recovery) Net loss (gain) of financial assets (liabilities) at fair value through profit or loss Interest expense Interest income Share of profit or loss of subsidiaries, associates and joint ventures Loss on disposal of property, plant and equipment Gain on reversal of impairment loss Changes in operating assets and liabilities: Financial Assets at fair value through profit or loss Notes receivable Accounts receivable Accounts receivable - related parties Other receivable Other receivable - related parties Inventories Prepayment Other current assets Decrease (increase) in contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payable Advance receipts Other current liabilities Net pension liability under defined benefit plan Refund liability Cash generated from operations Dividend received Interest received Interest paid Income tax paid Net cash provided by (used in) operating activities Cost of share based payment |
$422,468 2,974,964 18,663 3,782 (5,200) 64,432 (47,973) 82,525 75,815 (724) - 410,081 1,515 (386,756) (177) (75,788) (20,071) (662,697) 85,566 (2,769) 1,082 (3,361) 4,786 (38,477) (122,275) - (1,786) (4,118) 12,300 |
$617,128 2,343,599 23,069 (29,010) (6,700) 39,078 (52,634) 8,371 88,187 4,092 (17,100) 1,435,817 1,274 160,235 32,776 86,230 302,371 62,660 (139,819) (17,924) - (1,811) 256,556 (5,900) (181,486) (1,507) 535 (4,043) - |
BBBB B01800 B02700 B02800 B03800 B04500 BBBB CCCC C00100 C01600 C01700 C03000 C04500 C04600 C05100 CCCC EEEE E00100 E00200 |
Cash flows from investing activities: Acquisition of investment accounted for under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Net cash provided by (used in) investing activities Cash flows from financing activities: Increase in (repayment of) short-term loans Increase in long-term loans Repayment of long-term loans Increase in guarantee deposits received Payment of cash dividends Issuance of common stock for cash Treasury stock purchased Net cash provided by (used in) financing activities Net Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
- (2,916,134) 9,463 99 (10,644) |
(600,000) (5,356,287) 23 (48) (30,657) (5,986,969) 986,017 870,000 (298,088) - (1,336,350) - 32,885 254,464 (1,035,484) 9,833,450 $8,797,966 |
| (2,917,216) | |||||||
| (126,446) 1,200,000 (290,087) (2,000) (669,000) 48,410 - |
|||||||
| 160,877 | |||||||
| (88,661) 8,797,966 |
|||||||
| $8,709,305 | |||||||
| 2,785,807 | 5,004,044 | ||||||
| - 48,057 (61,219) (104,967) |
100,000 52,838 (38,237) (421,624) |
||||||
| 2,667,678 | 4,697,021 | ||||||
(The accompanying notes are an integral part of the parent-company-only financial statements.)
18
English Translation of Financial Statements and a Report Originally Issued in Chinese
MANAGEMENT REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of Kinsus Interconnect Technology Corp. as of December 31, 2018 and for the year then ended under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard No. 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Kinsus Interconnect Technology Corp. and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
Kinsus Interconnect Technology Corp.
By
Guo, Ming-Dong Chairman February 18[th] , 2019
19
English Translation of Financial Statements and a Report Originally Issued in Chinese INDEPENDENT AUDITORS’ REPORT
To: The Board of Directors and Shareholders Kinsus Interconnect Technology Corp.
Opinion
We have audited the accompanying consolidated balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) and its subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together referred as “the consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditor (please refer to the Other Matter – Making Reference to the Audit of a Component Auditor section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and its consolidated financial performance and cash flows for the years then ended, 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 by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries 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 other auditor(s), we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
20
English Translation of Financial Statements and a Report Originally Issued in Chinese
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2018 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
We determine that revenue recognition is one of the key audit matters. The Company’s consolidated revenue amounting to NT$23,727,929 thousand for the year ended December 31, 2018 is a significant account to the Company’s consolidated financial statements. The Company has conducted these sale activities in multi-marketplace, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on varieties of sale terms and conditions enacted in the main sale contracts or sale orders. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, sampling-test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the fulfillment timing, and performance obligation for revenue recognition from foreign warehouses with sale agreement or orders, performing analytical review procedures on monthly sale revenues, executing sale cut-off tests, etc. We have also evaluated the appropriateness of the related disclosure in Note 4 and 6 to the consolidated financial statements.
Market valuation on Inventory
We determined the market valuation on inventory one of key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$3,269,317 thousand as of December 31, 2018. As the application market of substract, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving inventory and phased-out items, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), perfroming observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Note 5 and 6 to the consolidated financial statements.
21
English Translation of Financial Statements and a Report Originally Issued in Chinese
Other Matter – Making Reference to the Audit of a Component Auditor
We did not audit the financial statements of FuYang Technology Corp., an invested associate accounted for under the equity method. The financial statements of FuYang Technology Corp. as of December 31, 2018 and 2017 and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$735,275 thousand and NT$823,380 thousand as of December 31, 2018 and 2017 representing 1.72% and 1.95% of the Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$(99,606) thousand and NT$(77,880) thousand representing (14.02)% and (14.72)% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$12,346 thousand and NT$(19,180) thousand representing (32.80)% and 17.37% of the consolidated other comprehensive income, are based solely on the audit reports of other auditors.
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 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 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 or supervisors, are responsible for overseeing the financial reporting process of the Company.
22
English Translation of Financial Statements and a Report Originally Issued in Chinese
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 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 Company to cease to continue as a going concern.
23
English Translation of Financial Statements and a Report Originally Issued in Chinese
-
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.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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 2018 consolidated financial statements 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.
We have audited and expressed an unqualified opinion on the parent-company-only financial statements of the Company as of and for the years then ended December 31, 2018 and 2017.
Ernst & Young February 18[th] , 2019 Taipei, Taiwan, Republic of China
Notices 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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.
24
English Translation of Consolidated Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp. and Subsidiaries Consolidated Balance Sheets
As of December 31, 2018 and 2017
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Assets |
Assets |
Assets |
As of December 31, |
2018 | As of December 31, 2017 | As of December 31, 2017 |
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount |
% |
Amount |
% |
| 1100 1110 1136 1147 1150 1170 1180 1200 1210 1310 1410 1470 11xx 1517 1543 1550 1600 1780 1840 1900 1915 15xx 1xxx |
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss Financial assets carried at amortized cost Bond investments with no active market Notes receivable, net Accounts receivable, net Accounts receivable - related parties Other receivables Other receivables - related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial asset at fair value through OCI Financial assets carried at cost Investment accounted for under equity method Property, plant and equipment, net Intangible Deferred income tax assets Other non-current assets Prepayment for acquiring machinery Total non-current assets Total Assets |
4, 6(1) 4, 6(2) 4, 6(3) 4, 6(4) 4, 6(7) 4, 6(8) 6(8), 7 7 4, 6(9) 4, 6(5) 4, 6(6) 4, 6(10) 4, 6(11), 8, 9 4, 6(12) 4, 6(29) 6(13), 7, 8 6(11), 9 |
$10,068,669 1,017,095 498,338 - 241 3,472,879 349,315 264,785 5,781 3,269,317 158,390 189,759 19,294,569 50,000 - 735,275 19,737,268 14,529 12,411 316,354 2,463,548 23,329,385 $42,623,954 |
24 2 1 - - 8 1 1 - 8 - - 45 - - 2 46 - - 1 6 55 100 |
$10,342,012 1,553,833 - 423,057 1,756 3,353,060 333,700 208,485 6,243 2,127,714 260,566 163,976 18,774,402 - 50,000 823,380 19,151,653 22,850 131,090 314,024 3,010,078 23,503,075 $42,277,477 |
24 4 - 1 - 8 1 - - 5 1 - 44 - - 2 46 - - 1 7 56 100 |
(The accompanying notes are an integral part of the consolidated financial statements.)
25
| English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kinsus Interconnect Technology Corp. and Subsidiaries |
|||||||||||||
Consolidated Balance Sheets-(Continued) |
|||||||||||||
| As of December 31, 2018 and 2017 | |||||||||||||
| (Amounts Expressed In Thousands of New Taiwan Dollars) | |||||||||||||
| Liabilities and Equity |
As of December 31 |
2018 | As of December 31 2017 | ||||||||||
| Code | Accounts |
Notes | Amount |
, | % |
Amount |
% |
||||||
| Current liabilities | |||||||||||||
| 2100 | Short-term loans | 6(14) | $3,340,483 | 8 | $3,297,397 | 8 | |||||||
| 2130 | Contract liability | 4, 6(23) | 134,800 | - | - | - | |||||||
| 2150 | Notes payable |
39,505 | - | 44,804 | - | ||||||||
| 2170 | Accounts payable |
2,233,609 | 6 | 2,526,036 | 6 | ||||||||
| 2200 | Other payables |
6(15), 7 | 3,110,009 | 7 | 3,597,985 | 8 | |||||||
| 2230 | Current income tax liabilities |
4, 6(29) |
361,313 | 1 | 352,272 | 1 | |||||||
| 2300 | Other current liabilities | 6(16) |
931,741 | 2 | 719,393 | 2 | |||||||
| 2365 | Refund liability | 4, 6(17) | 47,739 | - | - | - | |||||||
| 21xx | Total current liabilities |
10,199,199 | 24 | 10,537,887 | 25 | ||||||||
| Non-current liabilities | |||||||||||||
| 2540 | Long-term loans | 6(18), 8 | 2,600,806 | 6 | 1,746,800 | 4 | |||||||
| 2570 | Deferred income tax liabilities |
4, 6(29) |
5,563 | - | 1,253 | - | |||||||
| 2600 | Other non-current liabilities | 6(19) |
69,864 | - | 76,539 | - | |||||||
| 25xx | Total non-current liabilities | 2,676,233 | 6 | 1,824,592 | 4 | ||||||||
| 2xxx | Total liabilities | 12,875,432 | 30 | 12,362,479 | 29 | ||||||||
| ~~31xx~~ | ~~Equity attributable to shareholders of the parent~~ | ||||||||||||
| 3100 | Capital |
6(21) | |||||||||||
| 3110 | Common stock | 4,508,410 | 11 | 4,460,000 | 11 | ||||||||
| 3200 | Capital surplus | 6(21) | 6,140,942 | 14 | 5,956,519 | 14 | |||||||
| 3300 | Retained earnings |
6(21) | |||||||||||
| 3310 | Legal reserve |
3,612,556 | 8 | 3,563,389 | 8 | ||||||||
| 3320 | Special reserve |
77,677 | - | 613 | - | ||||||||
| 3350 | Unappropriated earnings |
13,646,659 | 32 | 14,095,717 | 33 | ||||||||
| 3400 | Other components of equity |
(203,356) | - | (77,677) | - | ||||||||
| 3500 | Treasury Stock |
6(21) | (738) | - | - | - | |||||||
| 36xx | Non-controlling interests |
6(21) | 1,966,372 | 5 | 1,916,437 | 5 | |||||||
| 3xxx | Total equity |
29,748,522 | 70 | 29,914,998 | 71 | ||||||||
Total liabilities and equity |
$42,623,954 | 100 | $42,277,477 | 100 | |||||||||
| (The accompanying notes are an integral part of the consolidated financial statements.) | |||||||||||||
26
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2018 and 2017
(Amounts Expressed In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | Accounts | Notes | 2018 | 2017 | 2017 | |
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 5000 5900 6000 6100 6200 6300 6450 6900 7000 7010 7020 7050 7060 7900 7950 8200 8300 8310 8311 8360 8361 8370 8500 8600 8610 8620 8700 8710 8720 9750 9850 |
Operating revenues Operating costs Gross profit Operating expenses Sales and marketing General and administrative Research and development Expected credit gains (losses) Total operating expenses Operating income Non-operating incomes and expenses Other incomes Other gains or losses Finance costs Share of the profit or loss of associates and joint ventures Total non-operating incomes and expenses Income before income tax Income tax expenses Net income Other comprehensive income (loss) Item that may not be reclassified to profit or loss Actuarial gain (loss) from defined benefit plans Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Share of the other comprehensive profit or loss of joint ventures Total other comprehensive income, net of tax Total comprehensive income Net income (loss) attributable to: Stockholders of the parent Non-controlling interests Comprehensive income (loss) attributable to: Stockholders of the parent Non-controlling interests Earnings per share-basic (in NTD) Earnings per share-diluted (in NTD) |
4, 6(23), 7 7 7 4, 6(24) 6(27), 7 6(27), 7 6(27) 6(10) 4, 6(29) 6(28) 6(30) 6(30) |
$23,727,929 (18,341,427) 5,386,502 (1,020,613) (1,349,219) (2,218,438) (6,582) (4,594,852) 791,650 242,177 (102,465) (121,234) (99,606) (81,128) 710,522 (299,482) 411,040 (3,312) (46,672) 12,346 (37,638) $373,402 $349,485 61,555 $411,040 $323,467 49,935 $373,402 $0.78 $0.78 |
100 (77) 23 (4) (6) (10) - (20) 3 1 - (2) - (1) 2 (1) 1 - - - - 1 1 - 1 1 - 1 |
$22,335,486 (18,172,762) 4,162,724 (706,746) (1,611,376) (1,445,377) - (3,763,499) 399,225 237,046 49,878 (79,146) (77,880) 129,898 529,123 (193,801) 335,322 1,004 (92,241) (19,180) (110,417) $224,905 $491,676 (156,354) $335,322 $415,616 (190,711) $224,905 $1.10 $1.10 |
100 (81) 19 (3) (7) (7) - (17) 2 1 - (1) - - 2 (1) 1 - - - - 1 2 (1) 1 2 (1) 1 |
(The accompanying notes are an integral part of the consolidated financial statements.)
27
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2018 and 2017
| Kinsus Interconnect Technology Corp. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2018 and 2017 |
Kinsus Interconnect Technology Corp. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2018 and 2017 |
Kinsus Interconnect Technology Corp. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2018 and 2017 |
Kinsus Interconnect Technology Corp. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2018 and 2017 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts Expressed In Thousands of New Taiwan Dollars) | ||||||||||||
| Code | Items | Equity Attributable to Shareho | lders of the Parent | Non- controlling Interests |
Total Equity | |||||||
| Capital | Capital Surplus |
Retained Earnings | Others | Treasury Stock |
Total | |||||||
| Legal Reserve |
Special Reserve |
Unappropriated Earnings |
Exchange differences arising on translation of foreign operations |
Unearned Employee Benefit |
||||||||
| 3100 | 3200 | 3310 | 3320 | 3350 | 3410 | 3490 | 3500 | 31XX | 36XX | 3XXX | ||
| A1 B1 B3 B5 C7 D1 D3 D5 N1 O1 Z1 A1 B1 B3 B5 C7 D1 D3 D5 T1 Z1 |
Balance as of January 1, 2017 Appropriation and distribution of 2016 earnings Legal reserve Special reserve Cash dividends-common shares Change in joint ventures accounted for using equity method Net income (loss) for 2017 Other comprehensive income (loss), net of tax, for 2017. Total comprehensive income Share-based payment transaction Non-controlling interests increase (decrease) Balance as of December 31, 2017 Balance as of January 1, 2018 Appropriation and distribution of 2017 earnings Legal reserve Special reserve Cash dividends-common shares Change in joint ventures accounted for using equity method Net income (loss) for 2018 Other comprehensive income (loss), net of tax, for 2018. Total comprehensive income Employee restricted shares for cancellation and others Balance as of December 31, 2018 |
$4,460,000 - $4,460,000 $4,460,000 - 48,410 $4,460,000 |
$5,939,819 8,329 - 8,371 $5,956,519 $5,956,519 (845) - 185,268 $6,140,942 |
$3,340,018 223,371 - $3,563,389 $3,563,389 49,167 - $3,612,556 |
$- 613 - $613 $613 77,064 - $77,677 |
$15,163,371 (223,371) (613) (1,336,350) 491,676 1,004 492,680 14,095,717 $14,095,717 (49,167) (77,064) (669,000) 349,485 (3,312) 346,173 $13,646,659 |
$(613) (77,064) (77,064) $(77,677) $(77,677) (22,706) (22,706) $(100,383) |
$- - $- $- - (102,973) $(102,973) |
$(32,885) - 32,885 $- $- - (738) $(738) |
$28,869,710 (1,336,350) 8,329 491,676 (76,060) 415,616 41,256 $27,998,561 $27,998,561 - - (669,000) (845) 349,485 (26,018) 323,467 129,967 $27,782,150 |
$2,145,059 (156,354) (34,357) |
$31,014,769 - (1,336,350) 8,329 335,322 (110,417) 224,905 41,256 (37,911) $29,914,998 $29,914,998 - - (669,000) (845) 411,040 (37,638) 373,402 129,967 $29,748,522 |
| (190,711) | ||||||||||||
| (37,911) | ||||||||||||
| $1,916,437 | ||||||||||||
| $1,916,437 61,555 (11,620) |
||||||||||||
| 49,935 | ||||||||||||
| $1,966,372 | ||||||||||||
(The accompanying notes are an integral part of the consolidated financial statements.)
28
| English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | English Translation of Consolidated Financial Statements Originally Issued in Chinese | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Kinsus Interconnect TechnologyCorp. and Subsidiaries | ||||||||||||||
| Consolidated Statements of Cash Flows | ||||||||||||||
| For the Years Ended December 31,2018 and 2017 | ||||||||||||||
| (Amounts Expressed in Thousands of New Taiwan Dollars) | ||||||||||||||
| Code | Items | 2018 | 2017 | Code | Items | 2018 | 2017 | |||||||
| AAAA | Cash flows from operatingactivities: | BBBB | Cash flows from investingactivities: | |||||||||||
| A10000 | Income before income tax | $710,522 | $529,123 | B00040 | Acquisition of financial assets measured at amortized cost | (75,281) | - | |||||||
| A20000 | Adjustments: | B01800 | Acquisition of investment accounted for under equitymethod | - | (479,422) | |||||||||
| A20010 | Income and expense adjustments: | B02700 | Acquisition ofproperty, plant and equipment | (4,814,540) | (6,261,465) | |||||||||
| A20100 | Depreciation | 4,187,071 | 3,413,416 | B02800 | Proceeds from disposal ofproperty, plant and equipment | 9,753 | 239 | |||||||
| A20200 | Amortization | 25,898 | 30,655 | B03800 | Decrease(increase)in refundable deposits | (12,405) | (29,733) | |||||||
| A20300 | Expected credit losses(gain on recovery) | 6,582 | (29,065) | B04500 | Acquisition of intangible assets | (17,644) | (34,980) | |||||||
| A20400 | Netgain of financial assets at fair value through P/L | (5,383) | (7,140) | BBBB | Net cashprovided by (used in)investingactivities | (4,910,117) | (6,805,361) | |||||||
| A20900 | Interest expense | 121,234 | 79,146 | |||||||||||
| A21200 | Interest income | (62,377) | (62,316) | CCCC | Cash flows from financingactivities: | |||||||||
| A21900 | Cost of share basedpayment | 82,525 | 8,371 | C00100 | Increase in(repayment of)short-term loans | 43,086 | 1,068,919 | |||||||
| A22300 | Share ofprofit or loss of associates andjoint ventures | 99,606 | 77,880 | C01600 | Increase in long-term loans | 1,800,000 | 870,000 | |||||||
| A22500 | Loss on disposal ofproperty, plant and equipment | (1,014) | 5,847 | C01700 | Repayments of long-term loans | (621,450) | (595,038) | |||||||
| A23800 | Gain on reversal of impairment loss | 49,770 | (19,598) | C03000 | Increase(decrease)in deposits received | (5,869) | (8,542) | |||||||
| A30000 | Changes in operatingassets and liabilities: | C04500 | Cash dividends | (669,000) | (1,336,350) | |||||||||
| A31110 | Financial assets at fair value throughprofit or loss | 542,121 | 1,721,742 | C04600 | Issuance of common stock for cash | 48,410 | - | |||||||
| A31130 | Notes receivable | 1,515 | 1,274 | C05100 | Treasurystock sold to emplayees | - | 32,885 | |||||||
| A31150 | Accounts receivable | (126,400) | (125,900) | C05800 | Increase(decrease)in non-controllinginterests | - | (37,911) | |||||||
| A31160 | Accounts receivable - relatedparties | (15,615) | 66,036 | CCCC | Net cashprovided by (used in)financingactivities | 595,177 | (6,037) | |||||||
| A31180 | Other receivables | (55,310) | 80,053 | |||||||||||
| A31190 | Other receivables - relatedparties | 462 | 301,403 | DDDD | Effect of exchange rate changes | (60,982) | (61,870) | |||||||
| A31200 | Inventories | (1,141,603) | 130,530 | |||||||||||
| A31220 | Prepayments | 102,176 | (125,890) | EEEE | Increase(decrease)in cash and cash equivalents | (273,343) | (870,634) | |||||||
| A31240 | Other current assets | (25,783) | (41,639) | E00100 | Cash and cash equivalents at beginningofperiod | 10,342,012 | 11,212,646 | |||||||
| A31990 | Long-termprepaid rents | 10,075 | 11,094 | E00200 | Cash and cash equivalents at end ofperiod | $10,068,669 | $10,342,012 | |||||||
| A32125 | Decrease(increase)in contract liabilities | (2,148) | - | |||||||||||
| A32130 | Notespayable | (5,299) | (3,288) | |||||||||||
| A32150 | Accountspayable | (292,427) | 399,551 | |||||||||||
| A32160 | Accountspayable - relatedparties | - | (16,059) | |||||||||||
| A32180 | Otherpayables | 64,786 | 13,984 | |||||||||||
| A32210 | Unearned sales revenue | - | 55,899 | |||||||||||
| A32230 | Other current liabilities | 8,636 | (652) | |||||||||||
| A32240 | Accruedpension liabilities | (4,118) | (4,043) | |||||||||||
| A32990 | Refund liability | 47,739 | - | |||||||||||
| A33000 | Cashgenerated from(used in)operations | 4,323,241 | 6,490,414 | |||||||||||
| A33100 | Interest received | 61,385 | 63,254 | |||||||||||
| A33300 | Interestpaid | (114,595) | (78,328) | |||||||||||
| A33500 | Income taxpaid | (167,452) | (472,706) | |||||||||||
| AAAA | Net cashprovided by (used in)operatingactivities | 4,102,579 | 6,002,634 | |||||||||||
| (The accompanyingnotes are an integralpart of the consolidated financial statements.) | ||||||||||||||
29
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Attachment IV
Kinsus Interconnect Technology Corp. Earnings Distribution Proposal
For The Year Ended December 31, 2018
| Item | Amount (In: NT$) |
|---|---|
| Beginning retained earnings Less: Other comprehensive income (loss) in 2018 -Actuarial gain/loss of defined benefit Add: Net profit after tax in 2018 Distributable earnings Less: 10% legal reserve Special reserve Cash dividend to shareholders (NT$1.5 per share) Subtotal Unappropriated retained earnings |
$13,300,485,569 (3,312,039) 349,485,057 |
| 13,646,658,587 (34,948,506) (22,706,349) (676,261,500) |
|
| (733,916,355) | |
| $12,912,742,232 |
Chairman: CEO:
Chief Accountant:
30
Attachment V
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Comparison for amendment to Articles of Incorporation
| After amendment | Before amendment | Explanation | |
|---|---|---|---|
| Article 5: The authorized capital of the Company is NTD 6,000,000,000, divided into 600,000,000 shares, at a par value of NTD 10 per share. The shares may be issued in installments, and the shares which have not been issued would be issued in installments pursuant to the resolution of board of directors.The registered capital keeps NTD 300,000,000 divided into 30,000,000 shares provided for exercise of the option of stock option certificates, preferred shares with warrants and warrants attached to corporate bonds, which may be issued in installments pursuant to the resolution of board of directors. |
Article 5: The authorized capital of the Company is NTD5,500,000,000, divided into550,000,000shares, at a par value of NTD 10 per share. The shares may be issued in installments, and the shares which have not been issued would be issued in installments pursuant to the resolution of board of directors. |
Raise authorized capital and add the provision of the option of stock |
|
| Article 5-1: When the Company transfer to the employees at a price lower than the average price of the actual bought-back shares, or lower than “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” exercise price issue employee stock warrants, it shall be resolved by two-thirds of the votes at a shareholders' meeting attended by shareholders representing a majority of the total number of issued shares. |
Add this article. | Add the provision of buying back shares and transferring to employees. |
|
| Article 5-2: The company of reward tools include stock repurchase, qualification requirements of employees, an issuance of new shares and shares of restricted stock for employees with Company Act and Securities and Exchange Act. Qualification requirements of employees, and subscription by employees including the employees of parents or subsidiaries of the company meeting certain specific requirements, provide for the board of directors. |
Add this article. | Stipulated the target of issuing the reward with “Company Act’’ and “Securities and Exchange Act”. |
|
| Article 15-3: The board of directors of a company may have anyother functional committees. |
Add this article. | Cooperate with the Company’s |
31
| After amendment | Before amendment | Explanation |
|---|---|---|
| Any other functional committees shall establish exercise power rules and be enforced after resolving them in the board of directors |
business demand according to “Corporate Governance Best Practice Principles for Listed Companies”. |
|
| Article 24: The Company, if making profits in current year, shall provide the ratio of employee compensation to “income before tax and the employee and directors’ compensation to be provided” at less than 10% and the ratio of directors’ compensation to “income before tax and the employee and directors’ compensation to be provided” at be more than 1%, provided that all accumulated deficits, if any, are fully offset. The employees’ compensation can be distributed in cash or stocks. The employees receiving the stock dividends may include employees in affiliated or control companies who met certain conditions stipulated by the Board of Directors authorized. Employee and directors’ compensation is to report in the shareholders’ meeting. |
Article 24: The Company, if making profits in current year, shall provide the ratio of employee compensation to “income before tax and the employee and directors’ compensation to be provided” at less than 10% and the ratio of directors’ compensation to “income before tax and the employee and directors’ compensation to be provided” at be more than 1%, provided that all accumulated deficits, if any, are fully offset. The employees’ compensation can be distributed in cash or stocks. The employees receiving the stock dividends may include employees in affiliated companies who met certain conditions stipulated by the Board of Directors. Employee and directors’ compensation is to report in the shareholders’ meeting. |
Stipulated the target of issuing the employees’ compensation with “Company Act’’. |
| Article 24-1: The Company, if making profits in current year, shall distribute the earnings in the following order: 1. Payment of all taxes and dues; 2. Offset prior years’ operation losses; 3. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve; 4. Set aside or reverse special reserve in accordance with law and regulations; 5. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ |
Article 24-1: The Company, if making profits in current year, shall distribute the earnings in the following order: 1. Payment of all taxes and dues; 2. Offset prior years’ operation losses; 3. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve; 4. Set aside or reverse special reserve in accordance with law and regulations; 5. The distribution of the |
Strengthen the dividend policy. |
32
| After amendment | Before amendment | Explanation | |
|---|---|---|---|
| meeting. To authorize the distributable dividends and bonuses in whole may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’meeting.. The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, dividend policy aims for a steady balance. Shareholder extra dividend each year cannot be less than 10% of distributed surplus earnings and cash dividends distributed each year cannot be less than 10% of the gross amount of dividends. |
remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting. The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, dividend policy aims for a steady balance.Cash and Stock dividends distributed each year cannot be less than 10% of the total dividends paid. |
||
| Article 28 he Article was agreed by all the promoters in founder’s meeting in September 1, 2000. The first revised was June 28, 2003. The second revised was August 26, 2003. The third revised was April 16, 2004. The fourth time revised was April 16, 2004. The fifth time revised was June 14, 2005. The sixth time revised was June 14, 2005. The seventh revised was June 19, 2006. The eighth revised was May 30, 2007. The ninth revised was May 30, 2008. The tenth revised was June 18, 2010. The eleventh revised was June 22, 2011. The twelfth revised was June 18, 2012. The thirteenth revised was May 27, 2016. The fourteenth revised was May 26, 2017.The fifteenth revised was May 29, 2019. |
Article 28: The Article was agreed by all the promoters in founder’s meeting in September 1, 2000. The first revised was June 28, 2003. The second revised was August 26, 2003. The third revised was April 16, 2004. The fourth time revised was April 16, 2004. The fifth time revised was June 14, 2005. The sixth time revised was June 14, 2005. The seventh revised was June 19, 2006. The eighth revised was May 30, 2007. The ninth revised was May 30, 2008. The tenth revised was June 18, 2010. The eleventh revised was June 22, 2011. The twelfth revised was June 18, 2012. The thirteenth revised was May 27, 2016. The fourteenth revised was May 26, 2017. |
Additional revision date. |
|
33
Attachment VI
Kinsus Interconnect Technology Corp.
Acquisition and disposal of assets amendment table
| After amendment | Before amendment | Explanation |
|---|---|---|
| Article 3: 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2.Real estate (including land, houses and buildings, property for investment purpose, and inventory of construction companies) and equipment. 3.Memberships. 4.Patents, copyrights, trademarks, charter rights, and other intangible assets. 5.The right-of-use asset. 6.Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables) 7.Derivatives products. 8.Assets acquired or disposed of in connection with mergers, spin-off, acquisitions, or share transfer in accordance with acts of law 9.Other major assets |
Article 3: 1.Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset- backed securities. 2.Real estate (including land, houses and buildings, property for investment purpose,rights to use land,and inventory of construction companies) and equipment. 3.Memberships. 4.Patents, copyrights, trademarks, charter rights, and other intangible assets. 5.Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables) 6.Derivatives products. 7.Assets acquired or disposed of in connection with mergers, spin-off, acquisitions, or share transfer in accordance with acts of law 8.Other major assets |
1.Add the paragraph 5 according to IFRS16 “Leases” and Words to be moved. 2.From the paragraph 5 to 8 are moved to the paragraph 6 to 9. |
| Article 4: 1.Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from aspecified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable;or hybrid contracts combining theabove contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after- sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. 2.Assets acquired or disposed through |
Article 4: 1.”Derivatives”: Forward contracts, options contracts, futures contracts, leverage contracts, swap contracts, and compound contracts combining theabove products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests.The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements. 2.Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business |
1.It is amended the paragraph 1 according to IFRS9“Financial Instruments” and revised words. 2.it is revised the paragraph 8 of Article 156, to Article 156-3 according to the Company Act. 3.Add the paragraph 7 to stipulate the range of Investment professional. |
34
| After amendment | Before amendment | Explanation | ||
|---|---|---|---|---|
| mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act. 3.~6. Omit. 7.Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located. 8.Securities exchange: "Domestic securities exchange"refers to the Taiwan Stock Exchange Corporation;"foreign securities exchange"refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. 9.Over-the-counter venue ("OTC venue", "OTC"):"Domestic OTC venue"refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue"refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business. |
Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156,paragraph 8of the Company Act. 3.~6. Omit. 7.”Latest financial statements”: Refers to the financial statements of the company audited or examined by certified public accountant (“CPA”) which has been published in accordance with applicable regulation before the subject acquisition or disposal of assets |
4.Stipulated the range of the domestic/foreign securities exchange and OTC venue. 5.Deleted the term “Latest financial statements”. |
||
| Article 5: Limits of amounts for the Company and each subsidiaryin acquisition of non- |
Article 5: Limits of amounts for the Company and each subsidiaryin acquisition of non- |
According to IFRS16 “Leases”, non-operating |
35
| After amendment | Before amendment | Explanation | |||
|---|---|---|---|---|---|
| operating related real estate,right-of-use assetsand securities investment: 1.The acquisition of real estate andright- of-use assetsfor non-operating purpose shall not exceed 50% of its paid-in capital. 2.~3. Omit. |
operating related real estate and securities investment: 1.The acquisition of real estate for non- operating purpose shall not exceed 50% of its paid-in capital. 2.~3. Omit. |
related real estate and the right of use assets incorporated in the procedures which company formulated to calculate the limit. |
|||
| Article 6: Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinionsshall meet the following requirements: 1.May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3.If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1.Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. |
Article 6: Professional appraisers and their officers, CPA, attorneys, and securities underwriters that provide the Company with appraisal reports, CPA's opinions, attorney's opinions, or underwriter's opinionsshall not be a related party of any party to the transaction. |
1.lt is stipulated the qualification of the related professional. 2.Confirmed the responsibility of the external professional and allotted appraisal reports, opinions or representation matter which the related professional provide. |
|||
36
| After amendment | Before amendment | Explanation | |
|---|---|---|---|
| 2.When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 3.They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4.They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations. |
|||
| Article 7: Procedures for acquisition or disposal of real estate,equipment orright-of-use assets are as follows: 1. Evaluation and operating procedures Acquisition or disposal of real estate and equipmentor right-of-use assets thereof shall follow the Company’s internal control procedures of fixed assets. 2.Terms and conditions of the transaction and level of authorization (1)The transaction price of acquisition or disposal of real estateor right-of- use assets thereofshall reference the publicly announced value, appraised price, and actual transaction price in neighboring area to determine conditions and price. Final transaction price shall be approved in accordance with the level of authorization. Where each transaction price exceeds 10% of the Company’s net worth, |
Article 7: Procedures for acquisition or disposal of real estate or equipment are as follows: 1.Evaluation and operating procedures Acquisition or disposal of real estate and equipment shall follow the Company’s internal control procedures of fixed assets. 2.Terms and conditions of the transaction and level of authorization (1)The transaction price of acquisition or disposal of real estate shall reference the publicly announced value, appraised price, and actual transaction price in neighboring area to determine conditions and price. Final transaction price shall be approved in accordance with the level of authorization. Where each transaction price exceeds 10% of the Company’s net worth, approval from the Audit Committee and a resolution of the Board of Directors. (2)The transaction price of acquisition or disposal of equipment shall be determined |
1.Add the right- use-assets to Article 7 according to IFRS16“Leases”. 2.The government agency in the item 4 means our Central and Local Government. Consider that having the business with the government agency needs to bid against each other, so the price is less likely to be manipulated, and absolved from the professional’s opinions. In addition, the foreign |
37
-
After amendment Before amendment Explanation approval from the Audit Committee either by price quotation, price governments comparison, price negotiation or tender. aren’t include in
-
and a resolution of the Board of Final transaction price shall be approved the exempt range
-
Directors. in accordance with the level of of Article 7
-
(2)The transaction price of acquisition authorization. Where each transaction because the or disposal of equipment or right-ofprice exceeds 10% of the Company’s net related use assets thereof shall be determined worth, an approval from Audit Committee regulation and and a resolution of the Board of Directors bargaining
-
either by price quotation, price shall be obtained. policy aren’t
-
comparison, price negotiation or (3)Omit. definite. tender. Final transaction price shall 3.Where the Company acquires or disposes Revised the item real estate or equipment, appropriate 4 words.
-
be approved in accordance with the approval shall be obtained in accordance 3.Revised words.
-
level of authorization. Where each with the level of authorization and
-
transaction price exceeds 10% of the responsible department shall execute
-
Company’s net worth, an approval accordingly. from Audit Committee and a 4.Appraisal report of real estate and equipment:
-
resolution of the Board of Directors In acquiring or disposing real estate or
-
shall be obtained. equipment where the transaction price
-
(3)Omit. reaches 20% of the Company's paid-in
-
3.Where the Company acquires or disposes capital or NT$300 million or more, the real estate or equipment, appropriate Company shall obtain an appraisal report approval or right-of-use assets thereof prior to the date of occurrence from a shall be obtained in accordance with the professional appraiser and shall further level of authorization and responsible comply with the following provisions, department shall execute accordingly. except trading with a government agency,
-
4.Appraisal report of real estate, equipment contracting third parties to build on or right-of-use assets thereof: the land owned or rented by the Company, In acquiring or disposing real estate, or acquiring or disposing of machinery equipment or right-of-use assets thereof and equipment for operating purposes. where the transaction price reaches 20% (1)Where due to special circumstances of the Company's paid-in capital or and it is necessary to give a restricted NT$300 million or more, the Company price, specified price, or special price shall obtain an appraisal report prior to as a reference basis for the transaction the date of occurrence from a price, the transaction shall be submitted professional appraiser and shall further for approval from the Audit Committee comply with the following provisions, and the Board of Directors in advance, except trading with a government and the same procedure shall be agency, contracting third parties to build followed for any future changes to the on terms and conditions of the transaction. the land owned or rented by the (2)~(5).Omit.
the land owned or rented by the Company, or acquiring or disposing of machinery and equipment or right-of-use assets thereof for operating purposes. (1)Where due to special circumstances and it is necessary to give a restricted price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval from the Audit
38
| After amendment | Before amendment | Explanation |
|---|---|---|
| Committee and the Board of Directors in advance, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. (2)~(5).Omit. |
||
| Article 8: 1.~3. Omit. 4. Professional opinions: (1)In acquiring or disposing securities where the transaction price reaches 20% of the Company’s paid-in capital or exceeds NT$300 million, opinions regarding the transaction price from CPA shall be obtained prior to the date of occurrence. Where CPA’s opinion is based on the professional opinions, it shall be prepared in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. Where the transaction price is available in the open market or otherwise regulated by the Financial Supervisory Commission (“SFC”) under the Executive Yuan, the limitation shall not apply. (2)Omit. |
Article 8: 1.~3. Omit. 4. Professional opinions: (1)In acquiring or disposing securities where the transaction price reaches 20% of the Company’s paid-in capital or exceeds NT$300 million, opinions regarding the transaction price from CPA shall be obtained prior to the date of occurrence. Where CPA’s opinion is based on the professional opinions, it shall be prepared in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. Where the transaction price is available in the open market or otherwise regulated by the Financial Supervisory Commission (“SFC”) under the Executive Yuan, the limitation shall not apply. (2)Omit. |
Revised words. |
| Article 9: 1.When acquiring or disposing assets from a related party, in addition to the procedures set forth or right-of-use assets thereofin the preceding paragraphs, if the transaction price reaches 10% or more of the Company’s total assets, an appraisal report from a professional appraiser or a CPA’s opinion shall be obtained to ensure necessary resolutions are adopted and the reasonableness of the transaction terms is appraised. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. 2. Evaluation and operating procedures: |
Article 9: 1.When acquiring or disposing assets from a related party, in addition to the procedures set forth in the preceding paragraphs, if the transaction price reaches 10% or more of the Company’s total assets, an appraisal report from a professional appraiser or a CPA’s opinion shall be obtained to ensure necessary resolutions are adopted and the reasonableness of the transaction terms is appraised. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. 2. Evaluation and operating procedures: When acquiring or disposing real estate with a related party regardless of its transactionprice,or acquiringor |
1.The government bond in the item 2 means the domestic bond. Consider that domestic bonds are definite and easy to inquire,so they absolved from the approval by the Board of Directors In addition, the foreign governments’ bonds aren’t include in the exempt range of Article 9 because their bonds aren’t definite. Add the |
39
After amendment
When acquiring or disposing real estate or right-of-use assets thereof with a related party regardless of its transaction price, or acquiring or disposing assets or right-of-use assets thereof other than real estate with a related party for the transaction price over 20% of the Company’s paid-in capital, 10% of the Company’s total assets, NT$300 million, except in trading of domestic government bonds government bonds, bonds with call/put option, and money market funds issued by domestic security/investment/trust institutions, the transaction may not be proceeded until the following matters have been approved by the Audit Committee and resolved by the Board of Directors. Contracts and payments shall only be signed and paid upon the approval from board of directors. When acquiring or disposing equipment for production purpose with a related party, board of directors can authorize the chairman to exercise the duty within the prescribed limit and report to the board of directors upon completion of the transactions.
(1)~(2) Omit.
(3)Information regarding the reasonableness of the preliminary transaction terms or right-of-use assets thereof in accordance with subparagraph 1 and 4 of paragraph 3, Article 9. (4)~(7) Omit. With respect to the types of transactions listed below, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors
Before amendment
Explanation right-use-assets to Article 7 according to IFRS16“Leases”. 2.Due to the overall planning of the business, there is a need to transfer the equipment which collectively purchase or lease for business use, or the real estate would probably subleased, and the trade risk is low. That company acquires or disposes the equipments and real estate for business use,or the right-of-use assets, it may be authorized by the chairman of the board of directors.
disposing assets other than real estate with a related party for the transaction price over 20% of the Company’s paid-in capital, 10% of the Company’s total assets, NT$300 million, except for buying/selling government bonds, bonds with call/put option, and money market funds issued by domestic security/investment/trust institutions, the transaction may not be proceeded until the following matters have been approved by the Audit Committee and resolved by the Board of Directors. Contracts and payments shall only be signed and paid upon the approval from board of directors. When acquiring or disposing equipment for production purpose with a related party, board of directors can authorize the chairman to exercise the duty within the prescribed limit and report to the board of directors upon completion of the transactions.
-
(1)~(2) Omit.
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(3)Information regarding the reasonableness of the preliminary transaction terms in accordance with subparagraph 1 and 4 of paragraph 3, Article 9.
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Article 9. 3.To cooperate
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(4)~(7) Omit. with factory
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3.Evaluation of the reasonableness of the workshop, real transaction costs: estate leasing (1)When acquiring real estate from a practice and related party, the reasonableness of the extend transaction costs shall be evaluated by acquisition of the following means: real property (a).~(b).Omit. right-of-use
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(2)Where land and structures thereupon assets from a are combined as a single property related party, purchased in one transaction, the may set and transaction costs for the land and the estimate structures may be separately appraised transaction price in accordance with either of the means that is reasonable listed in the preceding paragraph. references and
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(3)While the cost of the real estate update acquired from a related party shall be transaction case appraised in accordance with the involving
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3.Evaluation of the reasonableness of the transaction costs:
40
| After amendment | Before amendment | Explanation | |
|---|---|---|---|
| may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting: (1)Acquisition or disposal of oequipment or right-of-use assets thereof held for business use. (2)Acquisition or disposal of real property right-of-use assets held for business use. 3. Evaluation of the reasonableness of the transaction costs: (1) When acquiring real estate from a related partyor right-of-use assets thereof,the reasonableness of the transaction costs shall be evaluated by the following means: (a).~(b).Omit. (2)Where land and structures thereupon are combined as a single property purchasedor leasedin one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. (3) While the cost of the real estateor right-of-use assets thereof acquired from a related party shall be appraised in accordance with the provisions of the subparagraph (1) of paragraph 3, Article 1, CPA shall also be engaged to review the appraisal and render a specific opinion. (4) Where the real estateor right-of-use assets thereofis acquired from a related party, it shall be appraised in accordance with the provisions of the subparagraph (1) of paragraph 3, Article 9, and if the appraised cost is lower than the actual transaction cost, the paragraph (5) of Item 3, Article 9 shall apply. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real estate appraiser and a CPA, this restriction shall not apply: |
provisions of the subparagraph (1) of paragraph 3, Article 1, CPA shall also be engaged to review the appraisal and render a specific opinion. (4)Where the real estate is acquired from a related party, it shall be appraised in accordance with the provisions of the subparagraph (1) of paragraph 3, Article 9, and if the appraised cost is lower than the actual transaction cost, the paragraph (5) of Item 3, Article 9 shall apply. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real estate appraiser and a CPA, this restriction shall not apply: (a)Where the related party acquires undeveloped land or leased land for development and in compliance with one of the following conditions: a. Omit. b.Where the recent transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, and the land area and the transaction terms are similar in consideration of the reasonable price discrepancies in floor or land prices in per property market practices. c.Where the recent leasing transactions by unrelated parties for other floors of the same property within the preceding year, and the transaction terms are similar in consideration of the reasonable price discrepancies among floors per property leasing market practices. (b).Where the Company acquiring real estate from a related party and the terms of the transaction are similar to the terms of the recent transactions for acquisition of neighboring or closely valued parcels of land of a similar size by |
neighboring by unrelated parties within the preceding year. 4. In addition to the overall planning of the Group's business, there is the possibility of coordinating collective leasing of real estate, sub-lease, and the risk of non- conventional transactions is relatively low. Add the third of the six paragraph of four order . The provisions for assessing the reasonableness of the transaction costs (the price at which the acquirer obtains the price of the real estate transaction or the price paid for the lease of the real estate) are assessed in accordance with this section 5.Revised words. |
41
- After amendment Before amendment Explanation (a)Where the related party acquires unrelated parties within the undeveloped land or leased land preceding year. Where the recent for development and in transactions for neighboring or compliance with one of the closely valued parcels of land following conditions: mentioned in the preceding a. Omit. paragraph in principle refers to b.Where the recent transactions by parcels on the same or an adjacent unrelated parties within the block and within a distance of no preceding year involving other more than 500 meters or parcels floors of the same property or close in publicly announced current neighboring or closely valued value; transaction for similarly sized parcels of land, and the land parcels in principle refers to area and the transaction case transactions completed by unrelated terms are similar in parties for parcels with a land area of consideration of the reasonable no less than 50 percent of the price or Lease convention property in the planned transaction; discrepancies in floor or land within one year refers to one year prices in per property market from the actual date of acquisition of practices. the real estate.
(b)Where the Company acquiring real estate or real property right-of-use assets from a related party and the terms of the transaction are similar to the terms of the recent transactions case for acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Where the recent transactions case for neighboring or closely valued parcels of land mentioned in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction case for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction case; within one year refers to one year from the actual date of acquisition of the real estate or right-of-use assets thereof. (5)Where the Company acquires real estate or right-of-use assets thereof from a related party and the results of
(5)Where the Company acquires real estate from a related party and the results of appraisals conducted in accordance with the provisions of the subparagraph (1) and (2) of paragraph 3, Article 9, are uniformly lower than the transaction price , the following steps shall be taken: (a) A special reserve shall be set aside in accordance with the provisions of Article 41, paragraph 1 of the Act against the difference between the real estate transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another public company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of the Company's equity stake in the other company (b)~(c).Omit. Where a public company uses the equity method and a public company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it
42
-
After amendment Before amendment Explanation appraisals conducted in accordance has recognized a loss on decline in with the provisions of the market value of the assets it subparagraph (1) and (2) of paragraph purchased or, they have been disposed 3, Article 9, are uniformly lower than of, adequate compensation has been the transaction price , the following made, or the status quo ante has been steps shall be taken: restored, or there is other evidence
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(a) A special reserve shall be set aside confirming that there was nothing in accordance with the provisions unreasonable about the transaction, of Article 41, paragraph 1 of the and the FSC has given its consent. Act against the difference between (6)Where the Company acquires real the real estate transaction or rightestate from a related party and one of of-use assets thereof price and the the following circumstances exists, appraised cost, and may not be the acquisition shall be conducted in distributed or used for capital accordance with the provisions increase or issuance of bonus paragraph 1 and 2 of Article 9, while shares. Where the Company uses subparagraph 1, 2 and 3 of paragraph the equity method to account for its 3 shall not apply: investment in another public a.The related party acquired the real company, then the special reserve estate through inheritance or as a called for under Article 41, gift. paragraph of the Act shall be set b.More than five years had elapsed aside pro rata in a proportion from the time the related party consistent with the share of the signed the contract to obtain the real Company's equity stake in the estate to the signing date for the other company. current transaction.
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(b)~(c).Omit. c.The real property is acquired Where a public company uses the through signing of a joint equity method and a public company development contract with the that has set aside a special reserve related party, or through engaging a under the preceding paragraph may related party to build property, not utilize the special reserve until it either on the company’s own land or on rented land.
Where a public company uses the equity method and a public company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.
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(7)Where the Company obtains real estate from a related party, it shall also comply with the provisions set forth in the subparagraph (5) of paragraph 3, Article 9, if there is other evidence indicating that the acquisition was not an arms length transaction.
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(6)Where the Company acquires real estate or right-of-use asset from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions paragraph 1 and 2 of Article 9, while subparagraph 1, 2 and 3 of paragraph 3 shall not apply: a.The related party acquired the real
43
| After amendment | Before amendment | Explanation | |
|---|---|---|---|
| estateor right-of-use assetthrough inheritance or as a gift. b.More than five years had elapsed from the time the related party signed the contract to obtain the real estateor right-of-use assetto the signing date for the current transaction. c.Omit. d.The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. (7)Where the Company obtains real estateor right-of-use assetfrom a related party, it shall also comply with the provisions set forth in the subparagraph (5) of paragraph 3, Article 9, if there is other evidence indicating that the acquisition was not an arms length transaction. |
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| Article 10: Procedures for acquisition or disposal of Membership, intangible assetsor right-of-use assets 1.Evaluation and operating procedures The Company’s acquisition or disposal of Membership, Intangible assetsor right-of-use assetsshall be dealt with in accordance with the applicable laws, rules, and regulations. 2.Terms and conditions of the transaction and level of authorization (1) Omit. (2) The transaction price of acquisition or disposal of intangible assetsor right-of-use assetsshall reference the publicly announced value and appraised price. Final transaction price shall be make an analysis to report chairman. The chairman is authorized to approve any transaction amounting to NT$20,000,000 or below and over 10% of the Company’s paid-in capital while such transaction shall |
Article 10: Procedures for acquisition or disposal of membership orintangible assets 1. Evaluation and operating procedures The Company’s acquisition or disposal ofmembership orintangible assets shall be dealt with in accordance with the applicable laws, rules, and regulations. 2. Terms and conditions of the transaction and level of authorization (1) Omit. (2)The transaction price of acquisition or disposal of intangible assets shall reference the publicly announced value and appraised price. Final transaction price shall be make an analysis to report chairman. The chairman is authorized to approve any transaction amounting to NT$20,000,000 or below and over 10% of the Company’s paid-in capital while such transaction shall be reported to the following board meeting and executed in accordance with the level of authorization. For |
Add rights to use for IFRS#16 purpose. |
44
| After amendment | Before amendment | Explanation |
|---|---|---|
| be reported to the following board meeting and executed in accordance with the level of authorization. For any transaction in amount exceeding NT$20,000,000, either a pre- approval or an approval in a retroactive basis from borad meeting is needed. 3. The execution The Company’s financial, using department and administration is responsible for the execution regarding the acquisition or disposal of membership or intangible assets or right-of-use assets upon completion of procedures mentioned above. 4.CPA’s opinion is required under the following circumstances (1)Where the transaction price of acquiring or disposing membership, intangible assets or right-of-use assets reaches 20% of the Company’s paid- in capital orexceeds NT$300 million, except for those transactions dealed with domestic government, CPA’s opinion, in compliance with the Provisions of Statement of Auditing Standards No. 20 published by the ARDF, shall be obtained prior to the date of occurrence. (2)Where the company acquires or disposes ofmembership,intangible assets orright-of-use assetsthrough court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. |
any transaction in amount exceeding NT$20,000,000, either a pre-approval or an approval in a retroactive basis from borad meeting is needed. 3. The execution The Company’s financial, using department and administration is responsible for the execution regarding the acquisition or disposal of membership orintangible assets upon completion of procedures mentioned above. 4.CPA’s opinion is required under the following circumstances (1) Where the transaction price of acquiring or disposingmembership orintangible assets reaches 20% of the Company’s paid-in capital orexceeds NT$300 million, except for those transactions dealed with government, CPA’s opinion, in compliance with the Provisions of Statement of Auditing Standards No. 20 published by the ARDF, shall be obtained prior to the date of occurrence. (2) Where the company acquires or disposes ofmembership or intangible assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. |
|
| Article 12: Procedures for acquisition or disposal of financial derivatives 1. Trading principles and strategies. (1)~(2) Omit. (3) Authorization and delegation A. Financial department a.Trading |
Article 12: Procedures for acquisition or disposal of financial derivatives 1.Trading principles and strategies. (1)~(2) Omit. (3) Authorization and delegation A. Financial department a.Trading |
1. revising words related to authority, loss ceiling, etc. for derivative purpose. 2.Revised duplicate words |
45
| After amendment | After amendment | After amendment | Before amendment | Explanation | ||
|---|---|---|---|---|---|---|
| (a)~(c) omit. (d) Shall material incident occur in the financial market and existing strategies is no longer applicable, new trading strategies shall be proposed and used as the basis for trading upon approval from the general managerand chairman. b.Accounting (a)~(b) omit. (c)To proceed monthly evaluation and submit the report to the general manager and chairman for their review and approval. (d) Omit. (e) Declaration and announcement in accordance with the regulations of the FSC. c.Omit. d.Level of approval (a) Level of approval required for each transaction of hedging purpose Level of approval Delegation of each transaction Delegation of each accumulat ed net position Fina nce Director Up to US$0.5 million (Included) General Manager From US$0.5mil lion up to US$2 million (Included) From US$10 million up to US$30 million (Included) Chairman Above US$2 million Up to US$ 30 million (b) Omit. |
(a)~(c) omit. (d) Shall material incident occur in the financial market and existing strategies is no longer applicable, new trading strategies shall be proposed and used as the basis for trading upon approval from the general manager. b.Accounting (a)~(b) omit. (c)To proceed monthly evaluation and submit the report to the general manager for review and approval. (d) Omit. (e) Declaration and announcement in accordance with the regulations of the FSC. c.Omit. d.Level of approval (a) Level of approval required for each transaction of hedging purpose Level of approval Delegation of each transaction Delegation of each accumulated netposition Finance Director Up to US$0.5 million (Included) Up to US$1.5 million (Included) General Manager From US$0.5mil lion up to US$2 million (Included) Up to US$5 million (Included) Chairman Above US$2 million Up to US$ 10 million (Included) (b) Omit. B. Internal Audit Internal audit shall be aware of the |
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| Level of approval |
Delegation of each transaction |
Delegation of each accumulat ed net position |
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| Fina nce Director |
Up to US$0.5 million (Included) |
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| General Manager |
From US$0.5mil lion up to US$2 million (Included) |
From US$10 million up to US$30 million (Included) |
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| Chairman | Above US$2 million |
Up to US$ 30 million | ||||
| (b) Omit. |
46
| After amendment | Before amendment | Explanation |
|---|---|---|
| B. Internal Audit Internal audit shall be aware of the adequacy of the derivative transaction on a periodic basis and should issue monthly audit report based on the compliance of the derivative transaction. Shall there be any material violation; a written notice shall be sent to the Independent Director. C. Performance Evaluation a.Trading with hedging purpose (a)~(b) omit. (c)The Finance department shall provide evaluation of the foreign currency based position, the market trend and analysis of foreign currency to the general general manager and chairmanfor their review. b.Omit. D. Total transaction amount, and the maximum limit of loss a.The Contract Amount (a)Transaction amount for hedging purpose The Finance Department shall be in control of the currency based position to avoid any transaction risks. The transaction amount for hedging purpose shall not exceed the two-third net trading position position within the Company.Chairman’sapproval is required if the transaction amount exceeded the aforementioned limit. (b)Omit b. Maximum Limit of Loss (a)The purpose of hedging is to avoid risks andthe total aggregated loss amount of transactions based on hedging purpose shall not exceed US$500,000. (b)The loss of transaction |
adequacy of the derivative transaction on a periodic basis and should issue monthly audit report based on the compliance of the derivative transaction. Shall there be any material violation; a written notice shall be sent to theAudit Committee. C. Performance Evaluation a. Trading with hedging purpose (a)~(b) omit. (c)The Finance department shall provide evaluation of the foreign currency based position, the market trend and analysis of foreign currency to the general general manager for review. b. Omit. D. Total transaction amount, and the maximum limit of loss a. The Contract Amount (a)Transaction amount for hedging purpose The Finance Department shall be in control of the currency based position to avoid any transaction risks. The transaction amount for hedging purpose shall not exceed the two-third net trading position position within the Company. General manager’s approval is required if the transaction amount exceeded the aforementioned limit. (b)Omit b. Maximum Limit of Loss (a) The purpose of hedging is to avoid risks and therefore there is no need to setup a ceiling of loss. (b)The loss of transaction based on specific purpose shall not exceed 10% of trading amount. If the loss amount |
47
| After amendment | Before amendment | Explanation |
|---|---|---|
| based on specific purpose shall not exceed 10% of trading amount. If the loss amount exceeds the limit, the General managerand Chairmanshall be notified and responsive actions shall be discussed in the Board of Directors meeting. (c)Loss amount per individual contract shall not exceed US$50,000. (d)Omit 2. Measures of Risk management (1)~(3)Omit. (4) Cash-Flow Risk Control To maintain stable turnover of the working capital of the Company, the source of the capital for derivative transaction shall be self funded, and the transaction shall take capital needs into consideration. (5)Operating Risk Control a~c Omit. 3. Internal Audit system (1) Internal auditors shall check the suitability of internal control of derivative transactions periodically and inspect monthly the compliance of the trading departments with the "Handling Procedure to Engage in the Transaction of Derivative Products" and analyze the trading cycle in order to make the auditing report. Shall there be any material violation; a written notice shall be sent to theIndependent director. (2)Omit. 4. Periodic evaluation system (1)The Board of Directors shall authorize the management to monitor and review the compliance of the derivative transaction with internal procedures periodically. If any abnormity detected in the market value evaluation report, the Board |
exceeds the limit, the General manager shall be notified and responsive actions shall be discussed in the Board of Directors meeting. (c)Loss amount per individual contract shall not exceed US$20,000 or 5%of trading contract. (d)Omit 2. Measures of Risk management (1)~(3)Omit. (4) Cash-Flow Risk Control To maintain stable turnover of the working capital of the Company, the source of the capital for derivative transaction shall be self funded, and the transaction shall take capital needs into considerationfor next three months. (5) Operating Risk Control a~c Omit. d.The position held under the derivative trading shall be evaluated once a week, while transaction associated with hedging purpose shall be evaluated twice per month, and the evaluation reports shall be submitted to the management authorized by the Board of Directors. 3. Internal Audit system (1)Internal auditors shall check the suitability of internal control of derivative transactions periodically and inspect monthly the compliance of the trading departments with the "Handling Procedure to Engage in the Transaction of Derivative Products" and analyze the trading cycle in order to make the auditing report. Shall there be any material violation; a written notice shall be sent to theAudit Committee. (2)Omit. 4. Periodic evaluation system |
48
| After amendment | Before amendment | Explanation |
|---|---|---|
| of Directors shall be informed immediately and responsive actions shall also be taken accordingly. (2)The position held under the derivative trading shall be evaluated once a week, while transaction associated with hedging purpose shall be evaluated twice per month, and the evaluation reports shall be submitted to the management authorized by the Board of Directors. 5. Auditing principle by the Board of Directors (1)Board of Directors shall assign the management to constantly monitor and control the risks of derivative transaction with the following principles: a. To conduct periodic review and check if the risk management measures are adequate and in compliance with the internal procedures. b.Omit. (2)Omit. (3)Derivative transaction shall be conducted in accordance with the relevant procedures and reported to Board of Directors afterwards. (4)Omit. |
(1)The Board of Directors shall authorize the management to monitor and review the compliance of the derivative transaction with internal procedures periodically. If any abnormity detected in the market value evaluation report, the Board of Directors shall be informed immediately and responsive actions shall also be taken accordingly. (2)The position held under the derivative trading shall be evaluated once a week, while transaction associated with hedging purpose shall be evaluated twice per month, and the evaluation reports shall be submitted to the management authorized by the Board of Directors. 5. Auditing principle by the Board of Directors (1) Board of Directors shall assign the management to constantly monitor and control the risks of derivative transaction with the following principles: a. To conduct periodic review and check if the risk management measures are adequate and in compliance with the internal procedures. b. Omit. (2)Omit. (3)Derivative transaction shall be conducted in accordance with the relevant procedures and reported to Board of Directors afterwards. (4) Omit. |
|
| Article 14: Procedures for public disclosure of Information 1. Disclosure items and standards (1)Acquisition or disposal of real estate or right-of-use assetswith a related |
Article 14: Procedures for public disclosure of Information 1. Disclosure items and standards (1)Acquisition or disposal of real estate with a relatedpartyregardless of its |
1. adding rights to use for IFRS#16 purpose. 2. revising certain words to exempt domestic bond |
49
After amendment
Before amendment
Explanation due to its simplicity. 3. revising item#1-4 of Article#1. 4. revising certain words related to investing company and related bond and funds transactions 5. revising words
| After amendment | After amendment | Before amendment | Explanation |
|---|---|---|---|
| party regardless of its transaction price, or of assets other than real estateor right-of-use assetswith a related party for the transaction price over 20% of the Company’s paid-in capital, 10% of the Company’s total assets, NT$300 million. Trading of domesticgovernment bonds, bonds with call or put options and subscription or redemption of money market funds issued by securities investment trust companies are excluded herein. (2)Omit. (3)Losses from derivative transaction reaching the maximum limits of aggregated losses or losses on individual contracts set forth in The Procedures adopted by the Company. (4)Any transaction, other than those referred in the preceding three subparagraphs, such as disposal of receivables by a financial institution or investment in mainland China that reaches 20% of the Company’s paid- in capital or exceeds NT$300 million. However, the following circumstances shall not apply: A.Trading ofdomesticgovernment bonds. B.Securities trading by Investmen professionals on securitie exchanges or over-the-counter markets, general corporate bonds or general financial bonds without equity issued/outstanding (excluding subordinated debt)in domestic preliminary markets,or subscription or redemption of securities investment trust funds, or marketable securities |
transaction price, or of assets other than real estate with a related party for the transaction price over 20% of the Company’s paid-in capital, 10% of the Company’s total assets, NT$300 million. Trading of government bonds, bonds with call or put options and subscription or redemption of money market funds issued by securities investment trust companies are excluded herein. (2)Omit. (3)Losses from derivative transaction reaching the maximum limits of aggregated losses or losses on individual contracts set forth in The Procedures adopted by the Company. (4)Any transaction, other than those referred in the preceding three subparagraphs, such as disposal of receivables by a financial institution or investment in mainland China that reaches 20% of the Company’s paid- in capital or exceeds NT$300 million. However, the following circumstances shall not apply: A.Trading of government bonds. B.Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets, general corporate bonds or general financial bonds without equity issued/outstanding indomestic preliminary markets, or marketable securities subscribed by security companies due to the underwriting needs and being designated as underwriters in accordance with related regulations of Taipei Exchange. |
due to its simplicity. 3. revising item#1-4 of Article#1. 4. revising certain words related to investing company and related bond and funds transactions 5. revising words |
50
| After amendment | Before amendment | Explanation |
|---|---|---|
| subscribed by security companies due to the underwriting needs and being designated as underwriters in accordance with relatedregulations of Taipei Exchange. C.Omit. D.Acquisition or disposal of equipment/machineryor right- of-use assets used for operation, the trading counterparty is not a related party, and the transaction amount is above and inclusive of NT$5 billion. E.Acquisition or disposal by a company in the construction business of real property or right- of-use assets thereof for construction use, and furthermore thetransaction counterparty is not a related party, and the transaction amount reaches NT$500 million F. Land acquired under an arrangement for commissioned construction on self-owned or rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale,and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction is above and inclusive of NT$5 million. (1)The amount of transactions mentioned above shall be calculated as follows and “within the preceding year” as used in the following |
C.Omit. D. Acquisition or disposal of equipment/machinery used for operation, the trading counterparty is not a related party, and the transaction amount is above and inclusive of NT$5 billion. E. Acquisition or disposal Of equipment/machinery or right- of-use assets used for operation, the trading counterparty is not a related party, and the transaction amount is above and inclusive of NT$5 billion. F. Land acquired under an arrangement for commissioned construction on self-owned or rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the company expects to invest in the transaction is above and inclusive of NT$5 million. (1)The amount of transactions mentioned above shall be calculated as follows and “within the preceding year” as used in the following subparagraphs refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these regulations need not be counted toward the transaction amount: A.~B. Omit C. The cumulative transaction amount of real |
51
| After amendment | Before amendment | Explanation |
|---|---|---|
| subparagraphs refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these regulations need not be counted toward the transaction amount: A.~B. Omit C. The cumulative transaction amount of real estateor right-of- use assetsacquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. D. Omit. 2. Omit. 3. Disclosure procedures (1)Omit. (2)The Company and on behalf of its non-public subsidiaries shall compile monthly reports on the status of derivatives trading up to the end of the preceding month and enter the information in the prescribed format into the reporting website designated by the FSC by the tenth day of each month. (3)Omit. (4)The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, reference books, appraisal reports and CPA, attorney, and securities underwriter’s opinions at the Company headquarters, where they shall be retained for five years except where another Act provides otherwise. |
estate acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. D. Omit. 2. Omit. 3. Disclosure procedures (1)Omit. (2)The Company and on behalf of its non-public subsidiaries shall compile monthly reports on the status of derivatives trading up to the end of the preceding month and enter the information in the prescribed format into the reporting website designated by the FSC by the tenth day of each month. (3)Omit. (4)The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, reference books, appraisal reports and CPA, attorney, and securities underwriter’s opinions at the Company headquarters, where they shall be retained for five years except where another Act provides otherwise. (5)Omit. |
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| After amendment | Before amendment | Explanation |
|---|---|---|
| (5)Omit. | ||
| Article 15: The subsidiaries of the Company shall comply with the followings: 1~2. Omit. 3. The Company shall disclose information on behalf of subsidiaries that are not publicly listed in the domestic market. 4. The paid-in capital or total asset of the Company shall be the standard for determining whether or not the Company shall disclose information on behalf of a subsidiary in the event of the type of transaction. |
Article 15: The subsidiaries of the Company shall comply with the followings: 1~2. Omit. 3. The Company shall disclose information on behalf of subsidiaries that are not publicly listed in the domestic market. 4.The paid-in capital or total asset of the Company shall be the standard for determining whether or not the Company shall disclose information on behalf of a subsidiary in the event of the type of transaction specified thereinreaches 20 % of the paid-in capital or 10% of the total asset. |
1. Requirement for subsidiaries to press release and submission shall be consistent with the parent company’s. 2. Revise words to meet legal operation |
| Article 17: Implementation and amendment 1. Omit 2. Any acquisition or disposal of assets made according to item#1 mentioned above and the Procedures or the regulations shall be agreed by a majority votes from audit committee and proposed to the board meeting for final approval. While two-thirds of votes from board meeting be needed if no majority vote from audit committee is obtained. Such resolution of audit committee shall be specified in the meeting minutes of board. The board shall take into considerations of the opinions from independent directors when resolving the Procedures. The board meeting minutes shall be specified of any objection from independent directors if any. 3. Omit |
Article 17: Implementation and amendment 1. Omit 2. Any acquisition or disposal of assets made according to item#1 mentioned above and the Procedures or the regulations shall be agreed by a majority votes from audit committee and proposed to the board meeting for final approval. While two- thirds of votes from board meeting be needed if no majority vote from audit committee is obtained. Such resolution of audit committee shall be specified in the meeting minutes of board. The board shall take into considerations of the opinions from independent directors when resolving the Procedures. The board meeting minutes shall be specified of any objection from independent directors if any. 3. Omit |
Revise words to meet legal operation. |
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