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KINSUS — AGM Information 2020
Jul 23, 2020
52304_rns_2020-07-23_4bf5ead7-78d4-4355-8b60-4f685d61a6cb.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 2020 of Annual Meeting of Shareholders
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l Time: 9:00 a.m., 28[th] May, 2020 (Tuesday)
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l Location: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City
(Kinsus Shih-Lei plant, staff canteen)
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l Total outstanding shares: 451,039,005 shares. Total attending shares: 450,943,020 shares.
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l Total shares held by shareholders presented in person or by proxy: 291,870,744 shares (including electronic votes (“e-votes”) of 291,191,107 shares.)
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l Percentage of shares held by shareholders presented in person or by proxy: 64.72%
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l Chairman: Guo, Ming-Dong, the Chairman
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l Attending Directors:
Mr. Guo, Ming-Dong,
Mr., Tong, Zi-Xian, Mr. Chen, Ho-Shu, Ms. Su, Yan-Xue, Mr. Cheng, Zhong-Ren,
Mr. Hwang, Chung-Pao, Convener of Audit Committee,
Mr. Chen, Jin-Cai,
Mr. Wu, Hui-Huang,
- l Other attendants:
Mr. Hong, Mao Yi, CPA, Ernst & Young
Mr. Chen, Wei Ching, Legal commissioner
- l Meeting Recorder: Ms. Liu, Su-Zhen
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman calls the meeting to order.
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l Chairman’s Opening Statement (omitted)
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I. Items To Be Reported
- The 2019 Business Report
Explanatory Notes: Please refer to Attachment I.
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- Audit Committee’s Review Report on the 2019 financial closing documenation
Explanatory Notes: Please refer to Attachment II.
- To report the 2019 Earnings Distribution of dividends.
Explanatory Notes:
- a. Based on the Company’s Article of Incorporation, article24-1, authorize the Company’s board of directors has resolved to pay out cash dividend NT$1 per share in amount of NT$451,039,005.
- b. Please include in other income of the company, if too trivial to one NT dollar, to specific shareholders. The measurement date will be decided by the Board of Directors under the authorization.
- 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
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II. Items To Be Approved
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To approve 2019 Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements (Proposed by the Board of Directors)
Explanatory Notes:
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a. The Company’s Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements have been reviewed by Audit Committee and hereby proposed for the shareholders’ approval. Among these documentations, the Parent-Company-Only Financial Statements and Consolidated Financial Statements have been audited by Ernst & Young.
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b. For details, please refer to Attachment I and Attachment III to the Meeting Handbook.
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Voting Results: The proposal is approved.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 291,721,245 votes* (291,191,107 e-votes) |
267,764,979 votes* (267,553,975 e-votes) |
43,458 votes* (43,458 e-votes) |
23,912,808 votes* (23,593,674 e-votes) |
0 votes* |
| 100.00% | 91.79% | 0.01% | 8.20% | 0.00% |
*including e-votes (numbers in brackets)
- To approve the proposal for 2019 earnings distribution (Proposed by the Board of Directors)
Explanatory Notes:
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a. The Company makes the earnings distribution in accordance with its Articles of Incorporation based on total distributable earnings of NT$10,799,959,534, composed of 2019 net loss of NT$(2,025,332,039), other comprehensive income of actuarial loss from defined benefit plans of NT$(4,727,347), employee restricted share adjusted amount of NT$297,657, special reserve of NT$(83,020,969) and prior years' unappropriated earnings of NT$12,912,742,232.
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b. The 2019 earnings distribution table is shown in Attachment IV to the Meeting Handbook for reference.
Voting Results: The proposal is approved.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 291,721,245 votes* (291,191,107 e-votes) |
268,245,979 votes* (268,034,975 e-votes) |
191,458votes* (191,458 e-votes) |
23,283,808 votes* (22,964,674 e-votes) |
0 votes* |
| 100.00% | 91.95% | 0.07% | 7.98% | 0.00% |
*including e-votes (numbers in brackets)
III. Items To Be Discussed
- Amendment to the Articles of Incorporation (Proposed by the Board of Directors)
Explanatory Notes:
- a. The Amendment is based on the Company’s operating need, and for comparison for amendment to the Article of Incorporation, please refer to Attachment V
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Voting Results: The proposal is discussed and resolved faverable.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 291,721,245 votes* (291,191,107 e-votes) |
267,820,739 votes* (267,609,735 e-votes) |
465,458 votes* (465,458 e-votes) |
23,435,048 votes* (23,115,914 e-votes) |
0 votes* |
| 100.00% | 91.81% | 0.16% | 8.03% | 0.00% |
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*including e-votes (numbers in brackets)
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Amendment to the Company’s Practice Guidance for Loaning to Others. (Proposed by the Board of Directors)
Explanatory Notes:
- a. The Company amended “the Practice Guidance for Loaning to Others” in compliance with the order of Financial-Supervisory-Securities-Auditing-1080304826 of the Financial Supervisory Commission announced on March 7th, 2019. For comparison table, 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 |
|---|---|---|---|---|
| 291,721,245 votes* (291,191,107 e-votes) |
268,236,437 votes* (268,025,433 e-votes) |
46,760 votes* (46,760 e-votes) |
23,438,048 votes* (23,118,914 e-votes) |
0 votes* |
| 100.00% | 91.95% | 0.02% | 8.03% | 0.00% |
*including e-votes (numbers in brackets)
- Amendment to the Company’s Practice Guidance for Providing Endorsement /Guarantee. (Proposed by the Board of Directors)
Explanatory Notes:
- b. The Company amended “the Practice Guidance for Loaning to Others” in compliance with the order of Financial-Supervisory-Securities-Auditing-1080304826 of the Financial Supervisory Commission announced on March 7th, 2019. For comparison table, please refer to Attachment VII.
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Voting Results: The proposal is discussed and resolved faverable.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 291,721,245 votes* (291,191,107 e-votes) |
268,243,478 votes* (268,032,474 e-votes) |
45,719 votes* (45,719 e-votes) |
23,432,048 votes* (23,112,914 e-votes) |
0 votes* |
| 100.00% | 91.95% | 0.02% | 8.03% | 0.00% |
*including e-votes (numbers in brackets)
IV. Other Questions and Motions
None.
- V. Adjournment
(This minutes is extracted from the 2020 of Annual Meeting of Shareholders, the details are subject to the audio and video recording.)
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Attachment I
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
2019 Business Report
1. 2019 Business Report
According to the IMF's forecast of global GDP growth at the beginning of 2019, although global economic growth slowed to 3.2% compared to 2018 (GDP growth of 3.6%), it remains in a growth trend. Semiconductor industry leader TSMC is relatively optimistic regarding the overall growth that is expected to reach 5-6% of the semiconductor industry in 2019. The prediction mainly resulted from the rapid deployment of 5G communications and the popularization of terminal devices and the growth of data centers and high-speed computing driven by AI artificial intelligence. The growth of these products is very significant for the driving force of the semiconductor industry. The IC carrier board’s driving force is reflected in the speed of the copper foil substrate material, the increase in the number of carrier board layers, and the larger carrier board area. It can be regarded as a reversal era for the IC carrier board industry.
Since May 2019, the United States stepped up its trade war with China and announced the Entity List that banned the sale of Huawei. The trade war affected the global technology industry overall and the demand for semiconductors and the product industry chain have gradually been divided into two major systems.
At the beginning of 2019, it was estimated to deploy as high as 350,000 units of 5G base for the whole year. The popularity and penetration of 5G base stations are the source of all subsequent applications and terminal products. For IC carrier companies’ driving force is shown in ABF carrier boards, FC-CSP carrier boards, and memory carrier boards, and the opportunities for SiP and AiP in the future. However, the trade war has dropped down the number of new 5G base stations around the world, much lower than the estimate at the beginning of the year.
The US-China trade and technology conflict has decreased the overall demand for semiconductor products and changed the product content (IC and other components) supply chain relationship, as well as the progress of 5G and AI technology development. The impacts include:
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a. China puts more emphasis on the ability of independent development of semiconductor products and local production capacity.
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b. The European and American technology industries have gradually strengthened the blockade against China, so as to slow down that China get ahead in technology.
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c. The overall 5G communication process is postponed, and the transition products of the Sub-6 frequency band enter the market quickly in advance.
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d. The progress of AI and autonomous driving continues decelerate, but the development of "edge computing" has accelerated.
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Kinsus encountered headwinds in market changes, and product and supply chain changes in 2019. Although its performance was not as expected, the Company has made rapid adjustments and will do its best to improve the performance in 2020.
The Company’s revenue in parent-company-only basis totaled to NT$16,116,157 thousand in 2019, decreased by 6.45% compared to NT$17,228,031 thousand in 2018. Net loss in parent-companyonly basis was NT$(2,025,332) thousand in 2019, decreased by 679.52% compared to NT$349,485 thousand in 2018. The Company’s consolidated revenue totaled to NT$22,327,410 thousand in 2019, decreased by 5.90% compared to NT$23,727,929 thousand in 2018. The consolidated net loss was NT$(1,947,268) thousand in 2019, decreased by 573.74% compared to NT$411,040 thousand in 2018.The decline in operating profit and net income mainly caused by lower ratio of utilization in Xinfeng Factory.
(In Thousands of New Taiwan Dollars Except for Earnings Per Share)
| Account (Inparent-company-onlybasis) |
2019 | 2018 | Growth Rate (%) |
|---|---|---|---|
| Operatingrevenues | 16,116,157 | 17,228,031 | -6.45% |
| Grossprofit | 1,106,605 | 3,615,434 | -69.39% |
| Operatingincome(loss) | (1,917,952) | 346,545 | -653.45% |
| Pre-tax income(loss) | (2,025,681) | 422,468 | -579.49% |
| Net income(loss) | (2,025,332) | 349,485 | -679.52% |
| Earnings(loss) per share(in NT$) | (4.52) | 0.78 |
(In Thousands of New Taiwan Dollars Except for Earnings Per Share)
| Account (In consolidated basis) |
2019 | 2018 | Growth Rate (%) |
|---|---|---|---|
| Operatingrevenues | 22,327,410 | 23,727,929 | -5.9% |
| Grossprofit | 2,760,739 | 5,386,502 | -48.72% |
| Operatingincome(loss) | (1,650,225) | 791,650 | -308.45% |
| Pre-tax income(loss) | (1,846,258) | 710,522 | -359.85% |
| Net income(loss) | (1,947,268) | 411,040 | -573.74% |
| Net income/loss attributable to: | |||
| Shareholders of theparent | (2,025,332) | 349,485 | |
| Non-controllinginterests | 78,064 | 61,555 | |
| Earnings(loss) per share(In NT$) | (4.52) | 0.78 |
2. Summary of 2020 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
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engineering resources to stay ahead, and striving for better profit to benefit our shareholders 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 Company'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)2020 Expected Sales and Its Sources
Several foreign-funded and international research advisory agencies predict that global economic growth will recovery in 2020 compared to 2019. The products with more obvious growth trends include 5G base station related chips and AI related Massive connection and Ultralow latency. Furthermore, Power management, Fingerprint identification, Image sensor Chip ( CIS ) and Driver IC are growing with more certain 5G peripheral applications.
(3)Significant Production and Marketing Policy
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A. Continue investing in R&D resources, developing both micro-wire and slim-film processes, providing customers with solutions for 5nm wafer process and multi-chip package modules.
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B. Expanding the capacity of ABF FC-BGA substrate to match the long-term needs of 5G and AIoT.
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C. Adjust the production capacity and production equipment of each plant to achieve the 2020 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 will definitely sustain our competitiveness in product market as well as in the technique.
Chairman:
CEO:
Chief Accountant:
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Attachment II
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2019 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 10[th] , 2020
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Attachment III
English Translation of an Audit Report Originally Issued in Chinese INDEPENDENT AUDITORS’ REPORT
To: The Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.
Opinion
We have audited the accompanying parent-company-only balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) as of December 31, 2019 and 2018, 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, 2019 and 2018, 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, 2019. These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters..
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Revenue Recognition
We determine that revenue recognition is one of the key audit matters. The Company’s revenue amounting to NT$16,116,157 thousand for the year ended December 31, 2019 is a significant account to the Company’s financial statements. The Company has conducted these sale activities in multimarketplace, 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 Notes 4 and 6 to the parent-company-only financial statements.
Market valuation on Inventory
We determine the market valuation on inventory is one of the 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$1,419,518 thousand as of December 31, 2019. 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 Notes 5 and 6 to the parent-company-only financial statements.
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, 2019 and 2018, and for the years then ended were audited by
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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$538,259 thousand and NT$735,275 thousand as of December 31, 2019 and 2018 representing 1.55% and 2.03% of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(192,908) thousand and NT$(99,606) thousand representing 9.52% and (23.58)% of the Company’s income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(4,108) thousand and NT$12,346 thousand representing 4.68% and (47.45)% 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.
Auditor’s Responsibilities for the Audit of the Parent-Company-Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parentcompany-only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the accompanying notes, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2019 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.
Hong, Mao-Yi
Cheng, Ching-Piao
Ernst & Young February 10[th] , 2020 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.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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-
- 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, 2019 and 2018
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Assets | Assets | Assets | 2019 | 2019 | 2018 | 2018 | |||
|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % | |||
| 1100 1110 1136 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 measured at amortized cost 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(5), 7 7 4, 6(6) 4, 6(7) 4, 6(8), 9 4, 6(9) 4, 6(26) 4, 6(8), 9 6(10) |
$8,768,832 1,010,888 423,057 4,917 2,702,180 151 309,398 241,487 1,419,518 123,899 49,896 15,054,223 4,185,728 14,264,988 20,987 9,593 1,242,953 7,760 19,732,009 $34,786,232 |
25 3 1 - 8 - 1 1 4 - - 43 12 41 - - 4 - 57 100 |
$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 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.
Parent-Company-Only Balance Sheets (Continued) As of December 31, 2019 and 2018
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Liabilities and Equity | Liabilities and Equity | 2019 | 2019 | 2018 | 2018 | |||
|---|---|---|---|---|---|---|---|---|---|
| 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 reserve Special reserve Unappropriated earnings Other components of equity Treasury Stock Total equity Total liabilities and equity |
6(11) 4, 6(20) 7 6(12), 7 4, 6(26) 6(13) 6(14) 6(15) 4, 6(26) 4, 6(16), 6(17) 6(18) 6(18) 6(18) 6(18) |
$2,767,987 1,752 33,445 1,235,140 240,392 1,805,716 134,566 1,078,459 7,393 7,304,850 1,888,053 537 25,771 1,914,361 9,219,211 4,510,738 6,637,742 3,647,505 100,384 10,882,980 (211,996) (332) 25,567,021 $34,786,232 |
8 - - 4 2 5 - 3 - 22 5 - - 5 27 13 19 11 - 31 (1) - 73 100 |
$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 $36,176,665 |
6 - - 4 1 5 - 2 - 18 6 - - 6 24 12 17 10 - 38 (1) - 76 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.
Parent-Company-Only Statements of Comprehenstve Income For the Years Ended December 31, 2019 and 2018
(Amounts Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | Accounts | Notes | 2019 | 2018 | 2018 | |
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 5000 5900 6000 6100 6200 6300 6450 6900 7000 7010 7020 7050 |
Operating revenues Operating costs Gross profit Operating expenses Selling General and administrative Research and development Expected credit gains (losses) Operating expenses total Operating income (loss) Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries, associates and joint ventures Non-operating income and expense total Income (loss) before income tax Income tax expense (benefit) Net income (loss) Other comprehensive income (loss) Item that not be reclassified subsequently to profit or loss Actuarial gain (loss) on defined benefit plans Items that may be reclassified subsequently to profit or loss Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures Total other comprehensive income, net of tax Total comprehensive income (loss) Earnings (losses) per share - basic (in NT$) Earnings (losses) per share - diluted (in NT$) |
4, 6(20), 7 7 7 4, 6(21) 6(24), 7 6(24), 7 6(24) 4, 6(26) 6(25) 6(27) 6(27) |
$16,116,157 (15,009,552) 1,106,605 (744,742) (858,030) (1,424,442) 2,657 (3,024,557) (1,917,952) 161,391 15,248 (76,884) (207,484) (107,729) (2,025,681) 349 (2,025,332) (4,727) (83,021) (87,748) $(2,113,080) $(4.52) $(4.52) |
100 (93) 7 (5) (5) (9) - (19) (12) 1 - - (1) - (12) - (12) - - - (12) |
$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 |
| 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.)
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English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp.
Parent-Company-Only Statements of Changes in Equity
For the Years Ended December 31, 2019 and 2018
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Items | Capital | Capital Surplus |
Retained Earnings | Retained Earnings | Other Components of equity | 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 T1 A1 B1 B3 B5 C7 D1 D3 D5 T1 Z1 |
Balance as of January 1, 2018 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 (loss) Employee restricted shares for cancellation and others Balance as of December 31, 2018 Appropriation and distribution of 2018 earnings: Legal reserve Special reserve Cash dividends - common shares Change in associates and joint ventures accounted for using equity method Net loss for 2019 Other comprehensive income (loss) for 2019 Total comprehensive income (loss) Employee restricted shares for cancellation and others Balance as of December 31, 2019 |
$4,460,000 - 48,410 4,508,410 - 2,328 $4,510,738 |
$5,956,519 (845) - 185,268 6,140,942 491,065 - 5,735 $6,637,742 |
$3,563,389 49,167 - 3,612,556 34,949 - $3,647,505 |
$613 77,064 - 77,677 22,707 - $100,384 |
$14,095,717 (49,167) (77,064) (669,000) 349,485 (3,312) 346,173 13,646,659 (34,949) (22,707) (676,261) (2,025,332) (4,727) (2,030,059) 297 $10,882,980 |
$(77,677) (22,706) (22,706) (100,383) (83,021) (83,021) $(183,404) |
$- - (102,973) (102,973) - 74,381 $(28,592) |
$- - (738) (738) - 406 $(332) |
$27,998,561 - - (669,000) (845) 349,485 (26,018) 323,467 129,967 27,782,150 - - (676,261) 491,065 (2,025,332) (87,748) (2,113,080) 83,147 $25,567,021 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
NOTE: The employees' bonuses of NT$55,074 thousand 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.
18
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, 2019 and 2018
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2019 | 2018 | Code | Items | 2019 | 2018 |
|---|---|---|---|---|---|---|---|
| AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21900 A22300 A22500 A30000 A31110 A31130 A31150 A31160 A31180 A31190 A31200 A31230 A31240 A32125 A32130 A32150 A32160 A32180 A32230 A32240 A32990 A33000 A33200 A33300 A33500 AAAA |
Cash flows from operating activities: Net income (loss) 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 Gain on disposal of property, plant and equipment 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 Contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payable Other current liabilities Net defined benefit liability Refund liability Cash generated from operations Interest received Interest paid Income tax paid Net cash provided by (used in) operating activities Cost of share based payment |
$(2,025,681) 3,236,018 31,765 (2,657) (5,553) 76,884 (49,256) 80,477 207,484 (12,942) - (4,676) 65,672 980 (76,214) (209,760) 498,777 4,296 608 670 (4,881) (101,063) 76,892 (53,118) 5,887 (4,112) (4,907) |
$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 |
BBBB B02700 B02800 B03800 B04500 BBBB CCCC C00100 C01600 C01700 C03000 C04500 C04600 CCCC EEEE E00100 E00200 |
Cash flows from investing activities: 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 Decrease in guarantee deposits received Payment of cash dividends Issuance of common stock for cash 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 |
(2,405,606) 491,285 (3,973) (47,975) |
(2,916,134) 9,463 99 (10,644) (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 |
| (1,966,269) | |||||||
| 631,316 1,036,000 (667,500) - (676,261) 5,985 |
|||||||
| 329,540 | |||||||
| 59,527 8,709,305 |
|||||||
| $8,768,832 | |||||||
| 1,731,590 | 2,785,807 | ||||||
| 48,773 (78,238) (5,869) |
48,057 (61,219) (104,967) |
||||||
| 1,696,256 | 2,667,678 | ||||||
(The accompanying notes are an integral part of the parent-company-only financial statements.)
19
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, 2019 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 10[th] , 2020
20
English Translation of Financial Statements and a Report Originally Issued in Chinese
INDEPENDENT AUDITORS’ REPORT
To The Board of Directors of 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, 2019 and 2018, 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 and its subsidiaries as of December 31, 2019 and 2018, 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2019 consolidated financial statements. These matters were addressed in the context of
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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$22,327,410 thousand for the year ended December 31, 2019 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 Notes 4 and 6 to the consolidated financial statements.
Market valuation on Inventory
We determined the market valuation on inventory is one of the 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$2,452,975 thousand as of December 31, 2019. 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 Notes 5 and 6 to the consolidated financial statements.
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, 2019 and 2018 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
22
associate accounted for under the equity method amounting to NT$538,259 thousand and NT$735,275 thousand as of December 31, 2019 and 2018 representing 1.29% and 1.72% of the Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$(192,908) thousand and NT$(99,606) thousand representing 10.45% and (14.02)% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(4,108) thousand and NT$12,346 thousand representing 3.80% and (32.80)% 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.
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,
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we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
24
related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2019 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, 2019 and 2018.
Hong,Mao-Yi
Cheng,Ching-Piao
Ernst & Young February 10[th] , 2020 Taipei, Taiwan, Republic of China
Notice to Readers
The accompanying consolidated 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.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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Attachment IV
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp. Earnings Distribution Proposal
For The Year Ended December 31, 2019
| Item | Amount (In: NT$) |
|---|---|
| Beginning retained earnings Less: Other comprehensive income (loss) in 2019 -Actuarial gain/loss of defined benefit Add: Adjustment of employee restricted stocks Less: Net loss after tax in 2019 Special reserve Distributable earnings Less: Cash dividend to shareholders (NT$1.0 per share) Unappropriated retained earnings |
$12,912,742,232 (4,727,347) 297,657 (2,025,332,039) (83,020,969) |
| 10,799,959,534 (451,039,005) |
|
| $10,348,920,529 |
Chairman: CEO:
Chief Accountant:
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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 6: Share certificates of the Company shall be in registered form, signed or sealed by directors representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance.The issued shares may be exempted from printing any share certificate, provided that such issuance shallregister the issued shares with a centralized securities depository enterprise agency and follow the regulations of that agency. |
Article 6: Share certificates of the Company shall be in registered form, signed or sealed byat least three directors, and issued after the authentication in accordance with laws.The issued shares may be exempted from printing any share certificate, provided that such issuance shallbe duly registered or kept with the securities depository and clearing agent. |
According to Article 161-2 and 162 of “Company Act” to revise the contents. |
||
of that agency. |
||||
| Article 15: The Company set upseven to eleven directors with three-year term in adopting the system of nominating candidates. The shareholders elect the directors from the list of candidates and the directors can be re- elected for next term. During the directors' term, the Company shall buy enough insurance for all its directors to cover the legal liability that might incur in mal-practice of its Company’s business. The board meeting is authorized to resolve the remuneration for the executive directors, no matter the Company makes profit or not, based on the degree of their participation and contribution to the Company’s operations in reference to the industry level. |
Article 15: The Company set upfive to nine directors with three-year term in adopting the system of nominating candidates. The shareholders elect the directors from the list of candidates and the directors can be re-elected for next term. During the directors' term, the Company shall buy sufficient insurance for all its directors to cover the legal liability that might incur in mal-practice of its Company’s business. |
1.Adjust the number of directors. 2.According to Article 196 of “Company Act” to add. |
||
| 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 deductingitems(a)and(b)as legal |
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 |
Added a description of distributable earnings for clarity. |
32
| Afteramendment | Before amendment | Explanation | |
|---|---|---|---|
| reserve; 4. Set aside or reverse special reserve in accordance with law and regulations; 5.The remaining portion after the above- mentioned, accounted for as distributable earnings from current year, plus the undistributed earnings from prior years, i.e. accumulated distributable earnings, can be distributed to shareholders based on the proposal submitted by the board and approved by shareholders. If any, will be recommended by the Board of Directors and resolved in the shareholders’ 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; a 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. |
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’ 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. |
||
| 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 May26, 2017. The fifteenth revised was |
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 revisedwasJune 22, |
Additional revision date. |
33
| Afteramendment | Afteramendment | Before amendment | Explanation | |
|---|---|---|---|---|
| May 29, 2019. May 28, 2020. |
The sixteenth revised was | 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. |
||
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Attachment VI
Kinsus Interconnect Technology Corp.
Comparison amendment to
Practical Guidance for Lending to Others amendment table
After amendment
Article 4:
The ceiling for aggregate and individual amount available for lending the ceiling for the aggregate amount for the Company to lending to others is 20% of the equity except otherwise regulated by authority. While, that for individual amount if for affiliates or subsidiaries is 10% of the equity based on the most recent financial statements and the lower of the business transaction amount and 10% of the aggregate amount if for nonrelated parties with business transactions. The business transactions amount refers to the purchase amount or the sales amount of the goods between the parties, whichever is higher.
When there is a lending for funding needs between offshore subsidiaries whose voting shares are 100% owned, directly or indirectly, by the Company, or overseas subsidiaries that are wholly owned by the Company, the ceilings for aggregate and individual amounts are 20% and 10% of the Company’s equity, respectively, and lending period shall not exceed one year. When a responsible person of a company violates paragraph 1 or the proviso of the preceding paragraph, the responsible person shall bear joint and several liability with the borrower for repayment; if the company suffers damage, the responsible person also shall be liable for damages.
Before amendment
Article 4:
The ceiling for aggregate and individual amount available for lending the ceiling for the aggregate amount for the Company to lending to others is 20% of the equity except otherwise regulated by authority. While, that for individual amount if for affiliates or subsidiaries is 10% of the equity based on the most recent financial statements and the lower of the business transaction amount and 10% of the aggregate amount if for non-related parties with business transactions. The business transactions amount refers to the purchase amount or the sales amount of the goods between the parties, whichever is higher. When there is a lending for funding needs between offshore subsidiaries whose voting shares are 100% owned, directly or indirectly, by the Company, the ceilings for aggregate and individual amounts are 20% and 10% of the Company’s equity, respectively, and lending period shall not exceed one year.
Explanation 1. To specify that lending among wholly owned overseas subsidiaries or lending granted by overseas subsidiaries to the parent company in Taiwan are free from the restriction of amount and duration of loan. 2. The responsible person of a company who has violated the provisions of the preceding Paragraph shall be liable, jointly and severally with the borrower, for the repayment of the loan at issue and for the damages, if any, to company resulted therefrom in accordance with Article 15 of the Company Act.
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After amendment Before amendment Explanation Article 6: Article 6: To revise 1.~3. Omit. 1.~3. Omit. wording 4. Scope of authorization 4. Scope of authorization according to The proposal of lending to others, after The proposal of lending to others, after Article 14-3 credit-investigation by financial credit-investigation by financial Item#2 of department, shall be submitted to the department, shall be submitted to the Securities and general manager for review and the board general manager for review and the board exchange Act. meeting for resolution. meeting for resolution. Opinions of each independent director Fund-lending between the Company and its shall be taken into full consideration and subsidiaries, or among the subsidiaries, shall any objections raised by independent be approved by the board of directors of the directors and its reasons shall be recorded lending company, which board may in the minutes of the Board of Directors authorize its chairman to lend funds to a meeting. specific borrowing counterparty, within a Fund-lending between the Company and certain pre-approved monetary amount and its subsidiaries, or among the subsidiaries, within a period not exceeding one year, in shall be approved by the board of directors one or several drawdowns or via a revolving of the lending company, which board may credit line. authorize its chairman to lend funds to a The “ certain pre-approved monetary specific borrowing counterparty, within a amount ” mentioned above is no more than certain pre-approved monetary amount 10% of the net worth of the most recent and within a period not exceeding one financial statements with respect to the year, in one or several drawdowns or via a Company and subsidiaries to lend to any revolving credit line. The “ certain pre-approved monetary single enterprise except for the provision specified in Item#2, article#4. amount ” mentioned above is no more than 10% of the net worth of the most recent financial statements with respect to the Company and subsidiaries to lend to any single enterprise except for the provision specified in Item#2, article#4.
Article 12: Article 12: 1. To revise The Procedures shall be approved by more The practical guidance should be agreed by wording than half of the Audit Committee members the audit committee, resolved by the meeting according to before submitting for further approval of Board of Directors and implemented after Article 14-3 from the Board of Directors and the being proposed to shareholders for final Item#2 of Shareholders’ Meeting. If approval of more approval. The procedures for amendment Securities and than half of the Audit Committee members are the same. exchange Act is not obtained, the Procedures may only be The enacted date was at May 15, 2002. And Article 8 further processed if approved by more than The first revised was January 30, 2003. of two-thirds of all directors, provided that The second revised was June 16, 2009. the ”Practical the resolution of the Audit Committee is The third revised was June 18, 2010. Guidance for recorded in the minutes of the Board of The fourth time revised was June 18, 2012. public Directors meeting. Where any director The fifth time revised was June 17, 2013. Company’s expresses dissent and is recorded in the The sixth time revised was June 19, 2014. Lending to minutes or a written statement, the The seventh revised was May 26, 2017. others and Company shall submit the dissenting Endorsement/ opinion to the Shareholders’ Meeting. Any Guarantee. amendment is subject to the same 2. Additional procedures. revision date. When the Procedures is submitted for
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| After amendment | Before amendment | Explanation | |
|---|---|---|---|
| discussion by the Board of Directors, opinions of each independent directors shall be taken into full consideration. If any independent director objects to or expresses reservations about any matter, the objection or reservation shall be recorded in the minutes of the Board of Directors meeting. The enacted date was at May 15, 2002. The first revised was January 30, 2003. The second revised was June 16, 2009. The third revised was June 18, 2010. The fourth time revised was June 18, 2012. The fifth time revised was June 17, 2013. The sixth time revised was June 19, 2014. The seventh revised was May 26, 2017. The eighth revised was May 28, 2020. |
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Attachment VII
Kinsus Interconnect Technology Corp.
Comparison for amendment to
Practical Guidance for Endorsement & Guarantee
After amendment Before amendment Explanation Article 6: Article 6: To revise 1.~2. Omit. 1.~2. Omit. wording 3. Authorization 3. Authorization according to Article 14-3 of When providing endorsement/guarantee to When providing endorsement/guarantee to Securities and another company, the Company shall another company, the Company shall evaluate the risks and prepare an evaluate the risks and prepare an evaluation exchange Act. evaluation report and may require the report and may require the endorsee/guarantee company to provide endorsee/guarantee company to provide collaterals if deemed needed. The collaterals if deemed needed. The endorsement/guarantee shall be preendorsement/guarantee shall be preapproved by the board of directors except approved by the board of directors except for for some urgent situations that may be some urgent situations that may be approved approved by chairman, authorized by the by chairman, authorized by the board of board of directors as limited as mentioned directors as limited as mentioned in previous in previous article, and submitted to the article, and submitted to the following board following board meeting for ratification. meeting for ratification. The opinions, either The opinions, either agreement, objection agreement or objection, of independent or qualified opinion, of independent directors shall be taken into consideration directors shall be taken into consideration and specified in the board meeting minutes and be recorded in the minutes of the Board when resolving the endorsement/guarantee. of Directors meeting. In case the above limits have to be exceeded In case the above limits have to be to accommodate business needs, the exceeded to accommodate business needs, approval from the Audit Committee and a the approval from the Audit Committee resolution of the Board of Directors should and a resolution of the Board of Directors be obtained and over half of all the directors should be obtained and over half of all the should jointly endorse the potential loss that directors should jointly endorse the may be brought about by the excess of potential loss that may be brought about by limits. The Board of Directors should also the excess of limits. The Board of Directors revise the Guidance and has it ratified at the should also revise the Guidance and has it Shareholders' Meeting. If the revised ratified at the Shareholders' Meeting. If the Guidance are not ratified at the revised Guidance are not ratified at the Shareholders' Meeting, the Board of Shareholders' Meeting, the Board of Directors should furnish a plan containing a Directors should furnish a plan containing timetable to withdraw the excess portion. a timetable to withdraw the excess portion. The opinions, either agreement or objection, The opinions, either agreement, objection of independent directors shall be taken into or qualified opinion, of independent consideration and specified in the board directors shall be taken into consideration meeting minutes when resolving the and be recorded in the minutes of the Board endorsement/guarantee. of Directors meeting. If the party to whom the Company provided
If the party to whom the Company provided endorsement and/or guarantee no longer satisfies the criteria set forth in Article 2 herein, or the amount of endorsement and/or guarantee exceeded the limits due to
If the party to whom the Company provided endorsement and/or guarantee no longer satisfies the criteria set forth in Article 2 herein, or the amount of
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| After amendment | Before amendment | Explanation | ||
|---|---|---|---|---|
| endorsement and/or guarantee exceeded the limits due to changes of basis on which the amounts of limits are calculated, the amount of endorsement/guarantee or the excess of limits shall be eliminated upon the maturity of the original contract or the updated contract. This situation shall be reported to the board of directors. The endorsement/guarantee made in accordance with Item 2, Article 3 of this Guidance, between the subsidiaries, whose voting shares are at least 90% owned, directly or indirectly, by the Company, shall be submitted to the Board of Directors for approval in advance, provided, however, this approval requirement shall not apply to endorsement/guarantee made between subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares. |
changes of basis on which the amounts of limits are calculated, the amount of endorsement/guarantee or the excess of limits shall be eliminated upon the maturity of the original contract or the updated contract. This situation shall be reported to the board of directors. The endorsement/guarantee made in accordance with Item 2, Article 3 of this Guidance, between the subsidiaries, whose voting shares are at least 90% owned, directly or indirectly, by the Company, shall be submitted to the Board of Directors for approval in advance, provided, however, this approval requirement shall not apply to endorsement/guarantee made between subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares. |
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| Article 11: The Procedures shall be approved by more than half of the Audit Committee members before submitting for further approval from the Board of Directors and the Shareholders’Meeting. If approval of more than half of the Audit Committee members is not obtained, the Procedures may only be further processed if approved by more than two-thirds of all directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board of Directors meeting. Where any director expresses dissent and is recorded in the minutes or a written statement, the Company shall submit the dissenting opinion to the Shareholders’Meeting. Any amendment is subject to the same procedures. When the Procedures is submitted for discussion by the Board of Directors, opinions of each independent directors shall be taken into full consideration. If any independent director objects to or expresses reservations about any matter, the objection or reservation shall be recorded in the minutes of the Board of |
Article 11: The practical guidance should be agreed by the audit committee, resolved by the meeting of Board of Directors and implementedafter being proposed to shareholders for final approval. The procedures for amendment are the same. The enacted date was at May 15, 2002. The first revised was June 28, 2003. The second revised was June 19, 2006. The third revised was June 16, 2009. The fourth time revised was June 18, 2010. The fifth time revised was June 18, 2012. The sixth time revised was June 17, 2013. The seventh revised was June 19, 2014. The eighth revised was May 26, 2017. |
1. To revise wording according to Article 14-3 of Securities and exchange Act and Article 11 of the” Practical Guidance for public Company’s Lending to others and Endorsement/ Guarantee. 2. Additional revision date. |
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| After amendment | Before amendment | Explanation | |
|---|---|---|---|
| Directors meeting. The enacted date was at May 15, 2002. The first revised was June 28, 2003. The second revised was June 19, 2006. The third revised was June 16, 2009. The fourth time revised was June 18, 2010. The fifth time revised was June 18, 2012. The sixth time revised was June 17, 2013. The seventh revised was June 19, 2014. The eighth revised was May 26, 2017. The ninth revised was May 28, 2020. |
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