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KINSUS — AGM Information 2021
Jul 23, 2021
52304_rns_2021-07-23_7c39e1b9-af40-44e9-b0a1-c8a2053d49be.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 2021 of Annual Meeting of Shareholders
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⚫ Time: 9:00 a.m., 12[th] July, 2021 (Monday)
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⚫
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Location: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City
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⚫ Total outstanding shares: 450,847,375 shares. Total allowable attending shares: 450,844,060 shares.
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⚫ Total shares held by shareholders presented in person or by proxy: 366,836,814 shares (including electronic votes (“e-votes”) of 366,457,373 shares.)
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⚫ Percentage of shares held by shareholders presented in person or by proxy: 81.36%
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⚫ Chairman: Guo, Ming-Dong, the Chairman
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⚫ Attending Directors:
Mr. Guo, Ming-Dong,
Mr. Tong, Zi-Xian,
Mr. Chen, He-Xu, Ms. Su, Yan-Xue, (Via Video)
Ms. Wu, Xiang-Xiang, (Via Video)
Mr. Cheng, Zhong-Ren, (Via Video)
Mr. Huang, Chung-Pao, Convener of Audit Committee,
Mr. Chen, Jin-Cai, (Via Video)
Mr. Wu, Hui-Huang,
- ⚫ Other attendants:
Mr. Hong, Mao Yi, CPA, Ernst & Young
- ⚫ 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.
- ⚫ Chairman’s Opening Statement (omitted)
I. Items To Be Reported
- The 2020 Business Report
Explanatory Notes: Please refer to Attachment I.
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- Audit Committee’s Review Report on the 2020 financial closing documenation
Explanatory Notes: Please refer to Attachment II.
- To report 2020 Employees’ and directors’ Compensation
Explanatory Notes:
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a. Base on the Company’s Article of Incorporation, article 24, proposed to be amended by the Board of Directors, the Company’s employees’ and directors’ compensation shall be at no less than 10% and no more than 1% of the ‘‘income before tax and employees’ and directors’ compensation’’, respectively, if profits in current year is made.
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b. The Company’s board of directors has resolved to pay out 2020 directors’ and employees’ compensation in amount of NT$4,313,054 and NT$70,857,313, respectively, all in cash, and no difference with the amount recognized in the 2020 financial statements.
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To report the 2020 Earnings Distribution of dividends.
Explanatory Notes:
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a. Based on the Company’s Article of Incorporation, article 24-1, authorize the Company’s board of directors and has resolved to pay out cash dividend NT$1 per share in amount of NT$450,847,375.
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b. Will summary the amount and include in other income of the Company, if pay less than one NT dollar by distribution ratio. The measurement date will be decided by the Chairman under the authorization.
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c. Authorize the Chairman 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.
II. Items To Be Approved
- To approve 2020 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
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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 |
|---|---|---|---|---|
| 366,687,315 votes* (366,457,373 e-votes) |
331,604,135 votes* (331,401,193 e-votes) |
32,147 votes* (32,147 e-votes) |
35,051,033 votes* (35,024,033 e-votes) |
0 votes* |
| 100.00% | 90.43% | 0.01% | 9.56% | 0.00% |
*including e-votes (numbers in brackets)
- To approve the proposal for 2020 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$10,831,155,699, composed of 2020 net income of NT$541,914,435, other comprehensive income of actuarial loss from defined benefit plans of NT$(8,835,439), employee restricted share adjusted amount of NT$83,111, legal reserve of NT$(53,316,211) and reverse special reserve of NT$2,389,274.
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b. The 2020 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 |
|---|---|---|---|---|
| 366,687,315 votes* (366,457,373 e-votes) |
332,215,075 votes* (332,012,133 e-votes) |
88,147 votes* (88,147 e-votes) |
34,384,093 votes* (34,357,093 e-votes) |
0 votes* |
| 100.00% | 90.60% | 0.02% | 9.38% | 0.00% |
*including e-votes (numbers in brackets)
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III. Items To Be Discussed and Resolved and The Election
- Amendment to the Company’s Article of Rule for Electing Directors (Proposed by the Board of Directors)
Explanatory Notes:
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a. The Company amended “Rule for Electing Directors” in compliance with the order of Taiwan-Stock-Exchange-Auditing-1090009468 of the Taiwan Stock Exchange announced on June 3, 2020. For comparison table, please refer to Attachment V.
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b. In response to the "Relevant Measures for Pubilc Companies to postpone Shareholders’ Meetings for Pandemic Prevention" announced by the competent authority, the revised date of these Measures is listed as the actual date of July 12, 2021 and it is hereby explained.
Voting Results: The proposal is discussed and resolved faverable.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 366,687,315 votes* (366,457,373 e-votes) |
332,266,937 votes* (332,063,995 e-votes) |
38,525 votes* (38,525 e-votes) |
34,381,853 votes* (34,354,853 e-votes) |
0 votes* |
| 100.00% | 90.61% | 0.01% | 9.38% | 0.00% |
*including e-votes (numbers in brackets)
- Re-election of all directors. (Proposed by the Board of Directors)
Explanatory Notes:
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a. The Company’s 7[th] directorship expired at May 28, 2021. The Company should submit a proposal of re-electing all of 9 directors, including 3 independent directors, to the annual shareholders’ meeting in accordance with article 15 of the Company’s Charter.
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b. The term for the newly 8[th] directorship, including independent directors, would be a 3-year period starting from the date of re-election at 2021 shareholders’ meeting, but in response to the "Relevant Measures for Pubilc Companies to postpone Shareholders’ Meetings for Pandemic Prevention" announced by the competent authority, the term of appointment of new directors shall be calculated based on the actual date of election, that is, the term of office will run from July 12, 2021 to July 11, 2024. The old directors shall resign at the date when new directors are elected.
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- c. The Company shall adopt a candidate nomination method for its re-election of directors which election by shareholder according to the Company’s Charter. A list and details of candidates nominated is as below.
List of Director Candidates (Total 6)
| Name | Education | Experience | Currently serving | Shareholding When Elected |
|---|---|---|---|---|
| Tong, Zi-Xian | Computer and Communication Engineering /Taipei Tech, Honorary Doctor of Engineering/ Taipei Tech |
Chairman of Pegatron Corp., Vice President of Asustek Computer Corporation |
The Company’s Chief Strategy Officer Chairman: Pegatron Corp.(also the Executive CEO), Pegavision Corp., Kinsus Investment, Lumens Digital Optics Inc., ASUS INVESTMENT CO., LTD., ASUSPOWER INVESTMENT CO., LTD., ASUSTEK INVESTMENT CO., LTD., Ri-Kuan Metal Corporation, Aquamax Corporation, Fisfisa Media Co., Ltd. Director: Asrock Inc., Azurewave Technologies, Inc., FuYang Technology Corp., Hua Yuan Investment, AS Fly Travel Service, Hua Wei Investment, Pega International Limited, Casetek Holdings Limited(Cayman), Pegatron Holding Ltd., Unihan Holding Ltd., Magnificent Brightness Ltd., Casetek Holdings Ltd., Protek Global Holdings Ltd., Digitek Global Holdings Ltd., Kinsus Corp. (USA), Pegatron Holland Holding B.V., Powtek Holdings Limited, |
200,000 |
6
| Cotek Holdings Limited, Grand Upright Technology Limited, Aslink Precision Co., Ltd., Q Place Creative Inc., Alliance Culture Foundation, Hanguang Education Foundation, Lung Yingtai Cultural Foundation, Huang Da-fu Medical Education Promotion Foundation, Fair Winds Foundation, Relations Across the Taiwan Straits Development Research Foundation, Fullfoods Foundation, Bulareyaung Dance Company Foundation, National Chung-Shan Institute of Science & Technology, Cloud Gate Culture And Arts Foundation. President: Chinese Cultural and Creative Development Association, Taipei Computer Association. Vice President: Monte Jade Science & Technology Association. Supervisor: Ministry of Culture National Performing Arts Center. |
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|---|---|---|---|---|
| Guo, Ming- Dong |
National Taipei Institute of Technology |
CEO of Kinsus Interconnect Technology Corp. |
Chairman: Kinsus Interconnect Technology Corp., Kinsus Corp.(USA) Director: Kinsus Holding(Samoa) Limited, Kinsus Holding (Cayman) Limited, |
906,795 |
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| Piotek Holding Ltd., Piotek Holdings Ltd.(Cayman), Piotek (HK) Trading Limited. Director (Corporate representative): Kinsus Investment, Pegavision Corp. |
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|---|---|---|---|---|
| Liao, Sih- Jheng |
Bachelor degree in Industrial and Business Management / Tatung Institute of Technology, Honorary Doctor of Business / Tatung University |
Chief Operating Officer of Pegatron Corp., Senior Vice President of Unihan Corp. |
President & CEO: Pegatron Corp President: Pegatron Japan Inc. Director: AMA Precision Inc., Asuspower Corporation, Asuspower Investment Co., Ltd., KAEDAR Electronics (KUNSHAN) Co.,Ltd. Executive Director: KAI CHUAN Electronics(CHONGQING) Co.,Ltd. Supervisor: FuYang Technology Corp. |
0 |
| Chen, He-Xu | Physics/Qinghua Univ. |
General Manager of Kinsus Interconnect Technology Corp. |
Chairman: Kinsus Interconnect Technology Corp. Director(Corporate representative): Pegavision Corp, FuYang Technology Corp. |
351,002 |
| ASUSPOWER Investment Rep.: Chang, Chien-Wei |
Mechanical Engineering / National Central University |
General Manager of Kinsus Interconnect Technology Corp., PCB Equipment Design Manager of Manz Taiwan Ltd. |
The Company’s Technical Director. Director(Corporate representative): FuYang Technology Corp. |
55,556,221 |
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| ASUSTEK Investment Rep: Hu, Kuei-Chin |
Department of Chemical Engineering / Chung Yuan Christian University |
General Manager of Tripod Technology Corporation |
The Company’s Chief Operating Officer. |
58,233,091 |
|---|---|---|---|---|
List of independent director candidates (Total 3)
| Name | Education | Experience | Currently serving | Shareholding When Elected |
|---|---|---|---|---|
| Chen, Jin-Cai |
Master of Accounting Institute / Tamkang Univ., M.P.A / Univ. of San Francisco |
President of Namchow Group |
Chairman: Win Semiconductors Corp., ITEQ Corp, Chainwin Agriculture and Animal Technology (Cayman Islands) Ltd., Win-Win Venture Capital Co., Ltd., Win Earn Investment Corp., Win Chance Investment Corp., Jiangsu Chainwin Agriculture and Animal Technology Co., Ltd., Jiangsu Chainwin Kang Yuan Agriculture Development Co., Ltd., Jiangsu Merit/CM Agriculture Development Co., Ltd., Jiangsu Win Yield Agriculture Development Co., Ltd., Jiangsu Win Shine Agriculture Development Co., Ltd., Bang Mao Investment Corp., i-Chainwin Technology (Cayman Islands) Co., Ltd., Win Lux Biotech (Cayman Islands) Co., Ltd. Assistant Chairman: Hiwin Technologies Corp. Director: WIN Semi USA Inc., Win Semiconductors Cayman Island Co., Ltd., Jiangsu Chung Win Agriculture Development Co., Ltd., Taipei Financial Center Corp., |
0 |
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Mercuries Life Insurance., Phalanx Biotech Group, Inc., Win Lux Biotech Co., Ltd., i-Chainwin Technology Co., Ltd. Independent Director: Tong Hsing Electronics Industries, Ltd., Kinsus Interconnect Technology Corp., Inventec Besta Co., Ltd. Supervisor: Excellence Sporting Goods Co., Ltd., Comax Sporting Goods Co., Ltd.
Reasons for Mr. Chen to be elected as an independent director for 3 consecutive terms: As Mr. Chen possesses profound knowledges in financial/accounting profession and the practical ability of corporate governance as well as well-running business, he is competent to contribute himself and benefit significantly to the Company.
| Wu, | Department of | Board | Director: | 0 |
|---|---|---|---|---|
| Hui- | Electronics | Director& | Taiwan Read Foundation. | |
| Huang | Engineering/NCTU | President of | ||
| Universal | Independent Director: | |||
| Microelectronics | Kinsus Interconnect Technology | |||
| Co., Ltd., | Corp., | |||
| Director of | Universal Microelectronics Co., | |||
| Taiwan | Ltd., | |||
| Electrical and | Merry Corp. | |||
| Electronic, | ||||
| Director of | ||||
| Taiwan | ||||
| Federation of | ||||
| Industry, | ||||
| Director of | ||||
| Taiwan Province | ||||
| Industry | ||||
| Association. | ||||
| Reasons for Mr. Wu to be elected as an independent director for 3 consecutive terms: | ||||
| As Mr. Wu possesses profound knowledges in electronic profession and the practical ability | ||||
| of industry risk, performance management and a wealth of corporate experience, he is an | ||||
| important advisory object for the Board of Directors. |
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| Lee, Ming- Yu |
Master of Accounting Institute / NCCU, CPA of ROC |
Partner of Hongdao & Company, Independent Director & Member of audit committee & Member of compensation committee of Casetek Holdings Limited |
Partner: Hongdao & Company Independent Director & Member of audit committee & Member of compensation committee: ASUSTEK Computer Inc. Supervisor: Arphic Technology Co., Ltd. Executive Supervisor: Taiwan Fucoidan Development Society, Taiwan Anti-Cancer Association, Taiwan Honest Social Service Association. |
0 |
|---|---|---|---|---|
| Reasons for Mr. Lee to be elected as an independent director for 3 consecutive terms: Not applicable. |
- d. The election is to execute in accordance with the “The Rule for Director Election” of the Company.
Election results:
| Title | Shareholder’s No or Identification |
Name | Votes Received |
|---|---|---|---|
| Director | 86726 | Tong,Zi-Xian | 421,694,905 |
| Director | 9 | Guo, Ming-Dong | 254,198,338 |
| Director | M10122**** | Liao, Sih-Jheng | 243,619,855 |
| Director | 17 | Chen, He-Xu | 226,269,588 |
| Director | 1 | ASUSPOWER Investment Rep.: Chang, Chien-Wei |
224,913,498 |
| Director | 3 | ASUSTEK Investment Rep: Hu, Kuei-Chin |
222,022,965 |
| Independent Director | F10100**** | Chen, Jin-Cai | 211,299,763 |
| Independent Director | P10001**** | Wu, Hui-Huang | 210,551,647 |
| Independent Director | F12063**** | Lee, Ming-Yu | 209,531,452 |
- To release the newly by-elected directors from prohibition of non-compete (Proposed by the Board of Directors)
Explanatory Notes:
Pursuant to Article 209 of the Company Act, a director engaging either for self or on behalf of another person, in the activities that are within the scope of the Company’s
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business shall report to and acquire an approval from the shareholders’ meeting. In the presumption that the newly-elected director’s behavior will not cause any harm to the Company, it is hereby proposed to release them from the prohibition of non-complete.
| Title | Name | Current Concurrent Duties |
|---|---|---|
| Director | Tong, Zi-Xian | Chairman: Pegatron Corp.(also the Executive CEO), Pegavision Corp., Kinsus Investment, Lumens Digital Optics Inc., ASUS INVESTMENT CO., LTD., ASUSPOWER INVESTMENT CO., LTD., ASUSTEK INVESTMENT CO., LTD., Ri-Kuan Metal Corporation, Aquamax Corporation, Fisfisa Media Co., Ltd. Director: Asrock Inc., Azurewave Technologies, Inc., FuYang Technology Corp., Hua Yuan Investment, AS Fly Travel Service, Hua Wei Investment, Pega International Limited, Casetek Holdings Limited(Cayman), Pegatron Holding Ltd., Unihan Holding Ltd., Magnificent Brightness Ltd., Casetek Holdings Ltd., Protek Global Holdings Ltd., Digitek Global Holdings Ltd., Kinsus Corp. (USA), Pegatron Holland Holding B.V., Powtek Holdings Limited, Cotek Holdings Limited, Grand Upright Technology Limited, Aslink Precision Co., Ltd., Q Place Creative Inc. |
| Director | Guo, Ming-Dong | Chairman: Kinsus Corp.(USA) Director: Kinsus Holding (Samoa) Limited, Kinsus Holding (Cayman) Limited, Piotek Holding Ltd., Piotek Holdings Ltd. (Cayman), Piotek (HK) Trading Limited |
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| Director (Corporate representative): Kinsus Investment, Pegavision Corp. |
||
|---|---|---|
| Director | Liao, Sih-Jheng | President & CEO: Pegatron Corp. President: Pegatron Japan Inc. Director: AMA Precision Inc., Asuspower Corporation, Asuspower Investment Co., Ltd., KAEDAR Electronics (KUNSHAN) Co.,Ltd. Executive Director: KAI CHUAN Electronics(CHONGQING) Co.,Ltd. Supervisor: FuYang Technology Corp. |
| Director | Chen, He-Xu | Director (Corporate representative): Pegavision Corp., FuYang Technology Corp. |
| Director | ASUSPOWER Investment Rep.: Chang, Chien- Wei |
Director(Corporate representative): FuYang Technology Corp. |
| Independent Director |
Chen, Jin-Cai | Chairman: Win Semiconductors Corp., ITEQ Corp., Chainwin Agriculture and Animal Technology (Cayman Islands) Ltd., Win-Win Venture Capital Co., Ltd., Win Earn Investment Corp., Win Chance Investment Corp., Jiangsu Chainwin Agriculture and Animal Technology Co., Ltd., Jiangsu Chainwin Kang Yuan Agriculture Development Co., Ltd., Jiangsu Merit/CM Agriculture Development Co., Ltd., Jiangsu Win Yield Agriculture Development Co., Ltd., Jiangsu Win Shine Agriculture Development Co., Ltd., Bang Mao Investment Corp., i-Chainwin Technology (Cayman Islands) Co., Ltd., Win Lux Biotech (Cayman Islands) Co., Ltd. Assistant Chairman: Hiwin Technologies Corp. |
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| Director: WIN Semi USA Inc., Win Semiconductors Cayman Island Co., Ltd., Jiangsu Chung Win Agriculture Development Co., Ltd., Taipei Financial Center Corp., Mercuries Life Insurance., Phalanx Biotech Group, Inc., Win Lux Biotech Co., Ltd., i-Chainwin Technology Co., Ltd. Independent Director: Tong Hsing Electronics Industries, Ltd., Kinsus Interconnect Technology Corp. Inventec Besta Co., Ltd. Supervisor: Excellence Sporting Goods Co., Ltd., Comax Sporting Goods Co., Ltd. |
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|---|---|---|
| Independent Director |
Wu, Hui-Huang | Independent Director: Universal Microelectronics Co., Ltd., Merry Corp. |
| Independent Director |
Lee, Ming-Yu | Independent Director & Member of audit committee & Member of compensation committee: ASUSTeK Computer Inc. Supervisor: Arphic Technology Co., Ltd. |
Voting Results: The proposal is discussed and resolved faverable.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 366,687,315 votes* (366,457,373 e-votes) |
269,139,873 votes* (268,936,931 e-votes) |
370,936 votes* (370,936 e-votes) |
97,176,506 votes* (97,149,506 e-votes) |
0 votes* |
| 100.00% | 73.40% | 0.10% | 26.50% | 0.00% |
*including e-votes (numbers in brackets)
IV. Other Questions and Motions
None.
V. Adjournment
(This minutes is extracted from the 2021 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.)
2020 Business Report
1. 2020 Business Report
The global technology industry was affected by drastic changes in 2020. Because of political relations and the impact of the COVID-19 epidemic, the structure of the technology industry, especially the semiconductor industry, has been greatly changed. Regardless of the product portfolio or the supply chain relationship, they have deviated significantly from the original business plan. After the company continues to respond and adjust, it strives to maintain a high degree of growth. In the substrate business, it grew approximately 28.14%, and the group’s consolidated revenue also grew approximately 21.37%.
The COVID-19 epidemic broke out in early 2020, and many economic activities suddenly slowed down. The IMF adjusted the global annual GDP growth to -4.9% in April. For the United States which is the world's largest market for technology products and it where the epidemic is the worst, GDP growth in 2020 is estimated to be -8.0%, which is a rare recession in history. In addition, the epidemic may be slowing down on the time course of 2021, and the global GDP growth rate in 2021 is optimistically estimated as +5.4%.
The impact of the COVID-19 epidemic finally produced completely different results in the semiconductor industry. The industry has grown significantly, but it has disrupted the balance of supply and demand for the semiconductor industry’s production capacity. Supply chain must make a substantial production capacity and product portfolio adjustments in order to survive the crisis.
According to WSTS statistics and estimates, the global semiconductor market will grow by approximately +3% in 2020, and there will still be a +6.2% growth in 2021. According to the forecast of the Industrial Technology Research Institute, the semiconductor production value in Taiwan will grow by about +12.6% in 2020, of which PC shipments will grow by +2.8%, tablet PCs will grow by +18.6%, and automotive semiconductors will grow by +6.5%, but smartphone shipments fell by about -16.0% due to the impact of the United States stepped up its technology trade war with Chian and ban for Huawei.
There are several reasons between the prosperity of the semiconductor industry and the tragic desynchronization of global GDP, which affect the company's product portfolio in the short-term, and the changes in the semiconductor industry's supply chain in the long-term.
First, the impact of the epidemic has led to a significant reduction in global population travel, and the demand for home office and remote communication has greatly increased. Business opportunities for online shopping and meal delivery are growing rapidly, and the demand for
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Netcom and smart devices related to these applications increased largely.
Second, the United States' restrictions on China's technology, especially the semiconductor industry, have made the scientific and technological electronic products of the global demand for semiconductors concentrate in Taiwan. At the same time, China is also more actively developing its own semiconductor supply chain localization.
The aforementioned two large-scale semiconductor supply chains are rapidly adjusting, and they are developing in the direction of decentralized supply in the short, medium and long term. This is also the most important consideration for the company in the development and expansion of production capacity.
The Company’s revenue in parent-company-only basis totaled to NT$20,651,500 thousand in 2020, increased by 28.14 % compared to NT$16,116,157 thousand in 2019. Net income in parentcompany-only basis was NT$541,914 thousand in 2020, increased by 126.76% compared to NT$(2,025,332) thousand in 2019. The Company’s consolidated revenue totaled to NT$27,098,474 thousand in 2020, increased by 21.37% compared to NT$22,327,410 thousand in 2019. The consolidated net income was NT$929,443 thousand in 2020, increased by 147.73% compared to NT$(1,947,268) thousand in 2019. 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) |
2020 | 2019 | Growth Rate (%) |
|---|---|---|---|
| Operatingrevenues | 20,651,500 | 16,116,157 |
28.14% |
| Grossprofit | 3,058,264 | 1,106,605 |
176.36% |
| Operatingincome(loss) | 241,446 | (1,917,952) |
112.59% |
| Pre-tax income(loss) | 541,914 | (2,025,681) |
126.75% |
| Net income(loss) | 541,914 | (2,025,332) |
126.76% |
| Earnings(loss) per share(in NT$) | 1.21 | (4.52) |
| (In Thousands of New Taiwan Dollars Except for Earnings Per Share) | (In Thousands of New Taiwan Dollars Except for Earnings Per Share) | (In Thousands of New Taiwan Dollars Except for Earnings Per Share) | (In Thousands of New Taiwan Dollars Except for Earnings Per Share) |
|---|---|---|---|
| Account (In consolidated basis) |
2020 | 2019 | Growth Rate (%) |
| Operatingrevenues | 27,098,474 | 22,327,410 |
21.37% |
| Grossprofit | 5,819,054 | 2,760,739 |
110.78% |
| Operatingincome(loss) | 1,340,579 | (1,650,225) |
181.24% |
| Pre-tax income(loss) | 1,123,269 | (1,846,258) |
160.84% |
| Net income(loss) | 929,443 | (1,947,268) |
147.73% |
| Net income/loss attributable to: | |||
| Shareholders of theparent | 541,914 | (2,025,332) |
|
| Non-controllinginterests | 387,529 | 78,064 |
|
| Earnings(loss) per share(In NT$) | 1.21 | (4.52) |
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2. Summary of 2021 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 under the intense competition.
The IC packaging substrates industry is developing in several technological directions; For example, multi-chip Wafer, high-integration packages (Chiplet), SiP modules, integrated antenna modules, high-frequency and high-speed applications, thin lines, thinning... etc. The company's R&D department continues to grasp the direction of technological development and customer demands, and will create differentiation with technology and quality to maintain the highest competitiveness.
(2)Expected Sales and Its Sources
In the next three years, the rapid growth of global AI and 5G-related applications will drive the demand for ABF substrates and BT substrates. According to the survey and prediction by Topology Research Institute, the growth of ABF substrates in CPU, GPU, FPGA, ASIC and other applications is considerable, as shown in the following figure.
==> picture [491 x 221] intentionally omitted <==
----- Start of picture text -----
Market size (Unit: billion US$)
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(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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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 2020 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
January 29[th] , 2021
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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, 2020 and 2019, 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, 2020 and 2019, 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, 2020. 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.
20
Revenue Recognition
We determine that revenue recognition is one of the key audit matters. The Company’s revenue amounting to NT$20,651,500 thousand for the year ended December 31, 2020 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$2,001,275 thousand as of December 31, 2020. As the application market of substrate, 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, 2020 and 2019, 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$298,789 thousand
21
and NT$538,259 thousand as of December 31, 2020 and 2019 representing 0.85% and 1.55% of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(233,581) thousand and NT$(192,908) thousand representing (43.10)% and 9.52% of the Company’s income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(5,889) thousand and NT$(4,108) thousand representing 91.36% and 4.68% 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:
- Identify and assess the risks of material misstatement of the parent-company-only financial
22
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 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.
-
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.
23
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 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 January 29[th] , 2021 Taipei, Taiwan, Republic of China
Notice to Readers
The accompanying parent-company-only financial statements are intended only to present the parent-company-only 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 parent-company-only financial statements are those generally accepted and applied in the Republic of China on Taiwan.
Accordingly, the accompanying parent-company-only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. 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 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, 2020 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
January 29[th] , 2021
30
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, 2020 and 2019, 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, 2020 and 2019, 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 2020 consolidated financial statements. These matters were addressed in the context of
31
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$27,098,474 thousand for the year ended December 31, 2020 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$2,889,017 thousand as of December 31, 2020. As the application market of substrate, 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 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, 2020 and 2019 and for the years then ended were audited by other auditors, whose
32
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$298,789 thousand and NT$538,259 thousand as of December 31, 2020 and 2019 representing 0.70% and 1.29% of the Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$ (233,581) thousand and NT$(192,908) thousand representing (20.79)% and 10.45% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(5,889) thousand and NT$(4,108) thousand representing 25.79% and 3.80% 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.
33
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
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
34
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 2020 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, 2020 and 2019.
Hong,Mao-Yi
Cheng,Ching-Piao
Ernst & Young January 29th, 2021 Taipei, Taiwan, Republic of China
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such consolidated 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, 2020
| Item | Amount (In: NT$) |
|---|---|
| Beginning retained earnings Less: Other comprehensive income (loss) in 2020 -Actuarial gain/loss of defined benefit Add: Adjustment of employee restricted stocks Less: Net gain after tax in 2020 10% legal reserve Add: Reversal of Special reserve Distributable earnings Less: Cash dividend to shareholders (NT$1.0 per share) Unappropriated retained earnings |
$10,348,920,529 (8,835,439) 83,111 541,914,435 (53,316,211) 2,389,274 |
| 10,831,155,699 (450,847,375) |
|
| $10,380,308,324 |
Chairman: CEO: Chief Accountant:
1
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 Rules for Election of Directors
| After amendment | Before amendment | Explanation | ||
|---|---|---|---|---|
| Article 4: When electing the Company’s directors,it shall follow article 192-1 of Company Act. Each share shall be entitled to one vote for each director to be elected. The board of directors or a person with the right to convene shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Such voting rights can be combined to vote for one person or divided to vote for several persons. |
Article 4: When electing the Company’s directors,each share shall be entitled to one votefor each director to be elected. In the election of directors of this Company, each share shall have voting rights equivalent to the number of seats to be elected and such voting rights can be combined to vote for one person or divided to vote for several persons. |
1. According to Article 5, 6, and 7 of “Sample Template for XXX Co., Ltd. Procedures for Election of Directors” to revise the contents. 2. According to Article 173 of “ Company Act”, under certain circumstances (if the board of directors fails to give a notice), shareholders shall convene a special meeting on his/their own after obtaining an approval from the competent authority. |
||
Article 5:When voting commences, the chair shall appoint several inspectors to count ballots and carry out related duties. |
It has been regulated in Article 7, so delete the repeated Article. |
|||
Article 5:The numbers of the Directors of the Company shall be provided by the Articles of Incorporation of the Company. The election of independent directors and non- independent directors shall be held together; but elected places shall be calculated separately. The elected candidates shall base on the total voting rights received. When two or morepersons receive the same |
Article 6 :The numbers of the Directors of the Company shall be provided by the Articles of Incorporation of the Company. The election of independent directors and non- independent directors shall be held together; but elected places shall be calculated separately. The elected candidates shall base on |
1. Adjust the number of article to coodinate with the deletion of Article 5. 2. According to Article 8 of “Sample Template for |
2
| After amendment | Before amendment | Explanation | ||
|---|---|---|---|---|
| number of votes and the specified number of positions is exceeded, the two persons receiving the same number of votes shall draw lots to decide who shall serve; the chair shall draw lots on behalf of a non- attendee. |
the total voting rights received.If an elected director submits a representation for not to be the director before the Company applying to the government for updated registration, the person with votes next to the elected will be deemed elected. When two or more persons receive the same number of votes and the specified number of positions is exceeded, the two persons receiving the same number of votes shall draw lots to decide who shall serve; the chair shall draw lots on behalf of a non- attendee. |
XXX Co., Ltd. Procedures for Election of Directors” to revise the contents. |
||
Article 6:Beforethe election, the chairmanshall appoint vote inspectors and vote counters from among the shareholders in attendance to take charge of inspecting and counting the votes.Vote inspectors must be a shareholder. |
Article 7:Duringthe election, the chairman shallappoint vote inspectors and vote counters from among the shareholders in attendance to take charge of inspecting and counting the votes. |
1. Adjust the number of article to coodinate with the deletion of Article 5. 2. According to Article 9 of “Sample Template for XXX Co., Ltd. Procedures for Election of Directors” to revise the contents. |
||
Article 7:A ballot box shall be provided by the board of directorsor a person with the right to coveneand shall be kept in public view by the monitor before the vote. |
Article 8:A ballot box shall be provided by the board of directors and shall be kept in public view by the monitor before the vote. |
1. Adjust the number of article to coodinate with the deletion of Article 5. 2. According to Article 173 of “ Company Act”, under certain circumstances (if the board of directors fails to give a notice), shareholders shall convene a special meeting on his/their own |
3
| After amendment | Before amendment | Explanation | ||
|---|---|---|---|---|
| after obtaining an approval from the competent authority. 3. Revised words. |
||||
Article 8:The voters shall fill in the "candidate" column the candidate's name and place the ballots into the ballot box. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name(s) of their representative(s) should be filled in the column. |
Article 9:The voters shall fill in the "candidate" column the candidate's name andthe voters’attending numberand place the ballots into the ballot box. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name(s) of their representative(s) should be filled in the column. |
1. Adjust the number of article to coodinate with the deletion of Article 5. 2. Revised words. |
||
Article 9:A ballot is invalid under any of the circumstances listed below: 1. Not the votes prepared by the board of directorsor a person with right to covene. 2. Any blank ballot placed in the ballot box. 3.The writing is unclear and indecipherable or has been altered. 4.The candidate whose name is entered in the ballot does not conform to the director candidate list. 5. Any ballot containing other characters in additionto the number of voting rights allotted. |
Article 10:A ballot is invalid under any of the circumstances listed below: 1. Not the votes prepared by the board of directors. 2. Any blank ballot placed in the ballot box. 3. Any ballot with illegible writing or incomplete corrections rendering it unrecognizable. 4. Any ballot with the names of more than candidates. 5. Any ballot containing other characters in addition tothe name, ID card number or uniform number or shareholder account number of the candidate. 6. The name of the candidates filled in the ballots being the same as another candidate's name and the respective shareholder's numbers (ID numbers) not being indicated to distinguish. |
1. Adjust the number of article to coodinate with the deletion of Article 5. 2. According to Article 173 of “ Company Act”, under certain circumstances (if the board of directors fails to give a notice), shareholders shall convene a special meeting on his/their own after obtaining an approval from the competent authority. In addition, Listed company shall use candidate nominated system. Shareholders shall elect diractorsfrom |
4
| After amendment | Before amendment | Explanation | ||
|---|---|---|---|---|
| the list of candidate. Adjust article 4 and 5, and delete article 6. 3. According to Article 10 of “Sample Template for XXX Co., Ltd. Procedures for Election of Directors” to revise the contents. |
||||
Article 11:The ballot box used for voting shall be prepared by this Company and checked in public by the person to check the ballots after voting. |
It has been regulated in Article 8, so delete the repeated Article. |
|||
Article 10:The voting rights shall be calculated on site immediately after the end of the poll,and the vote inspector and vote counter shall monitor the opening of the ballots, and the chairman shall announce the results immediately thereafter. |
Article 12 :The vote inspector and vote counter shall monitor the opening of the ballots, and the chairman shall announce the results immediately thereafter. |
1.Adjust the number of article to coodinate with the deletion of Article 5 and Article 11. 2. According to Article 11 of “Sample Template for XXX Co., Ltd. Procedures for Election of Directors” to revise the contents. |
||
| Article11: The board of directors of the Company shall deliver a written notification to the directors elected. |
Article 13:The board of directors of the Company shall deliver a written notification to the directors elected. |
Adjust the number of article to coodinate with the deletion of Article 5 and Article 11. |
||
Article 12:Matters not specified in the Rules shall be governed by the Company Act, articles of zssociation of the Company and the relevant laws and regulations. |
Article 14:Matters not specified in the Rules shall be governed by the Company Act, articles of zssociation of the Company and the relevant laws and regulations. |
Adjust the number of article to coodinate with the deletion of Article 5 and |
5
| After amendment | Before amendment | Explanation | |
|---|---|---|---|
| Article 11. | |||
Article 13:These Regulations and any amendments hereto shall enter into force when approved by a resolution at a Shareholders’ Meeting. |
Article 15:These Regulations and any amendments hereto shall enter into force when approved by a resolution at a Shareholders’ Meeting. |
Adjust the number of article to coodinate with the deletion of Article 5 and Article 11. |
|
Article 14:These regulations were enacted on June 28, 2003. The first amendment was made on June 18, 2012.The Second amendment was made on July 12, 2021. |
Article 16:These regulations were enacted on June 28, 2003. The first amendment was made on June 18, 2012. |
1.Adjust the number of article to coodinate with the deletion of Article 5 and Article 11. 2.Additional revisiondate. |
6