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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

  • l Time: 9:00 a.m., 29[th] May, 2019 (Tuesday)

  • l Location: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City

(Kinsus Shih-Lei plant, staff canteen)

  • l Total outstanding shares: 451,360,860 shares. Total attending shares: 451,308,060 shares. Total shares with voting rights: 451,158,561 shares

  • 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.)

  • l Percentage of shares held by shareholders presented in person or by proxy: 62.59%

  • l Chairman: Guo, Ming-Dong, the Chairman

  • 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.

  • l Chairman’s Opening Statement (omitted)

  • I. Items To Be Reported

    1. The 2018 Business Report

Explanatory Notes: Please refer to Attachment I.

1

  1. Audit Committee’s Review Report on the 2018 financial closing documenation

Explanatory Notes: Please refer to Attachment II.

  1. 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.
  • II. Items To Be Approved

  • To approve 2018 Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements (Proposed by the Board of Directors)

Explanatory Notes:

  • 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.

  • 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)

  1. To approve the proposal for 2018 earnings distribution (Proposed by the Board of Directors)

2

Explanatory Notes:

  • 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.

  • 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.

  • 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

  1. 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)

3

  1. 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

4

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

5

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

6

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

  • 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.

  • B. Expanding the capacity of ABF FC-BGA substrate to match the long-term needs of 5G and AIoT.

  • 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:

7

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

8

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.

9

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.

10

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.

11

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:

  1. 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.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

12

English Translation of an Audit Report Originally Issued in Chinese

  1. 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.

  2. 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

13

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.)

14

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.)

15

    • 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:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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

  1. 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.

  2. 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.

  • (3)Information regarding the reasonableness of the preliminary transaction terms in accordance with subparagraph 1 and 4 of paragraph 3, Article 9.

  • Article 9. 3.To cooperate

  • (4)~(7) Omit. with factory

  • 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

  • (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

  • (3)While the cost of the real estate update acquired from a related party shall be transaction case appraised in accordance with the involving

  • 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

  • (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.

  • (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.

  • (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.

  • (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.
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
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.

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.

52

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.

53