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KINSUS — AGM Information 2023
Jun 9, 2023
52304_rns_2023-06-09_f00a473a-53dc-4e58-8546-972c381f0475.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 2023 of Annual Meeting of Shareholders
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Time: 9:00 a.m., 31[th] May, 2023 (Wednesday) (Registration starts at 8:30 a.m.)
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Location: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City (Kinsus Shih-Lei plant)
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Type of Meeting: Physical Shareholders Meeting
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Total outstanding shares: 454,219,060 shares. Total shares held by shareholders presented in person or by proxy: 293,091,640 shares (including electronic votes (“e-votes”) of 292,103,845 shares.) Percentage of shares held by shareholders presented in person or by proxy: 64.52%
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Attending Directors:
Mr. Liao, Sih-Jheng,
Mr. Tong, Zi-Xian, Mr. Chen, He-Xu, Mr. Zhang, Qian-Wei, Ms. Hu, Gui-Qin,
Mr. Wu, Hui-Huang, Convener of Audit Committee,
Mr. Lee, Ming-Yu,
- Other attendants:
Mr. Chang, Chih Ming, CPA, Ernst & Young
Mr. Chen, Wei-Jing, General Counsel
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Chairman: Liao, Sih-Jheng, the Chairman
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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 2022 Business Report
Explanatory Notes: Please refer to Attachment I.
- Audit Committee’s Review Report on the 2022 Financial Statements
Explanatory Notes: Please refer to Attachment II.
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- To report 2022 Employees’ and directors’ Compensation
Explanatory Notes:
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a. Base on the Company’s the Article of Incorporation, article 24, 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 2022 directors’ and employees’ compensation in amount of NT$69,913,318 and NT$1,198,514,032, respectively, if profits in current year is made.
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To report the 2022 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 has resolved to pay out cash dividend NT$6.5 per share in amount of NT$2,943,011,890.
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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 Chairman under the authorization.
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c. Please 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 2022 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 |
|---|---|---|---|---|
| 292,937,141 votes* (292,103,845 e-votes) |
278,134,533 votes* (277,301,237 e-votes) |
75,764 votes* (75,764 e-votes) |
14,726,844 votes* (14,726,844 e-votes) |
0 votes* |
| 100.00% | 94.95% | 0.02% | 5.03% | 0.00% |
*including e-votes (numbers in brackets)
- To approve the proposal for 2022 earnings distribution (Proposed by the Board of Directors)
Explanatory Notes:
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a. The Company's after-tax net income in 2022 was NT$6,976,792,379. After withdrawning the legal reserve and reversing the special reserve, the Company makes the earnings distribution table in accordance with its Articles.
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b. The 2022 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 |
|---|---|---|---|---|
| 292,937,141 votes* (292,103,845 e-votes) |
278,457,323 votes* (277,624,027 e-votes) |
113,854 votes* (113,854 e-votes) |
14,365,964 votes* (14,365,964 e-votes) |
0 votes* |
| 100.00% | 95.06% | 0.04% | 4.90% | 0.00% |
*including e-votes (numbers in brackets)
III. Other Questions and Motions
None.
- IV. Adjournment ( 9:15 a.m. on the same day)
No shareholders raised questions at this Annual Meeting of Shareholders.
(This minutes is extracted from the 2023 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.)
2022 Business Report
1. 2022 Business Report
The epidemic dividend created huge growth in the semiconductor industry in 2021 and the first half of 2022. The overall electronics industry rapidly entered a month-on-month recession. The upstream and downstream of the electronics industry have simultaneously adjusted and controlled inventory production, and the rapid decline in new product orders has explained the pattern and trend of the overall electronics industry in 2022. Weak demand, uncertainty about future growth, and doubts about inflation, the pessimistic situation will continue until at least the first half of 2023, and the visibility of orders has also been greatly shortened. The overall industry is in an atmosphere of waiting for recovery.
Looking back at the electronic product industry in 2022, each product and device still had different growth trends. In terms of smart phones, the growth of American smart phones is limited, but the demand for smart phones in China is growing, partly due to the strong blockage and clearance, which affects economic growth and the demand for replacements, besides, it is more due to the ultra-high inventory of components built in 2021. The global demand for smart phones declined of 11% in 2022, which is the product leading into the post-epidemic recession.
In terms of notebook computer products, after experiencing a huge growth of 23.2% in 2021, it also declined rapidly after the second quarter of 2022. Although there are still 188.5 million units shipped in the end, it returns to the pre-epidemic situation in 2020, but the recession in 2022 also reached 23.8%, and the market can be described as "frozen".
The demand for servers and data centers brought about by artificial intelligence and highefficiency computing was originally highly optimistic. In the end, due to the increasing uncertainty of demand growth in 2023, major system customers have reduced capital expenditures, and even further layoff staff to cut expenses. This leaded to a 7.2% quarter-on-quarter decline in server demand in the fourth quarter of 2022. Although there is still double-digit growth throughout the year, major system vendors have also lowered the growth rate in 2023 to around 4%, and the outlook is conservative.
Looking at the global IC substrate market and its outlook, even in the short-term such as high inventory in stock, war between Ukraine and Russia, and China-US technology restrictions, the long-term development is still positive. Referring to Prismark's market report (Refer to Figure I), the IC substrate market size grew by 19% in 2022, and the compound growth rate in the next five years will also be 8.3%, which is still in a high-speed growth field and is better than the entire semiconductor industry about 5.6% compound growth rate.
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Table I. Market Size of Global IC Substrate (Source: Prismark, October 2022)
The growth of the substrate market still comes from AI artificial intelligence, high-efficiency computing and other fields. The substrate category belongs to FC-BGA, commonly known as ABF flip-chip substrate. Its annual compound growth rate is about 11.5% (Refer to Table I), and its proportion is also increasing year by year. It is estimated that it will increase to 56.6 % in 2026 (Refer to Figure II).
The higher growth rate of another application category of substrate is module products (Module), which are used in many handheld devices, and its compound annual growth rate has reached to 9.1%. Module products will follow AI artificial intelligence in various fields. The popularization of the field and the diversification of terminal access devices have resulted in more application scenarios, and the market scale has continued to grow.
(Unit: USD million)
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Table I. IC Substrate Product Portfolio and Compound Growth Rate (Source: Prismark, October 2022)
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Figure II. IC Substrate Product Portfolio Changes (Source: Prismark, October 2022)
From the end of 2022 to the beginning of 2023, the overall semiconductor industry was in a downturn. The uncertainty of inflation and war inhibited economic recovery. What can be expected is that the epidemic blockade has been gradually lifted, and people's livelihood and economic activities are expected to become normal and active. Therefore, the outlook for 2023 remains positive. The company's internal activities for product development and customer orders are still in accordance with the trend of market product development, and actively invest resources in order to ensure long-term stable growth.
The Company’s revenue in parent-company-only basis totaled to NT$34,251,019 thousand in 2022, increased by 25.76% compared to NT$27,235,597 thousand in 2021. Net income in parentcompany-only basis was NT$6,976,792 thousand in 2022, increased by 80.79% compared to NT$3,858,984 thousand in 2021. The Company’s consolidated revenue totaled to NT$41,626,486 thousand in 2022, increased by 24.87% compared to NT$33,336,442 thousand in 2021. The consolidated net income was NT$7,933,470 thousand in 2022, increased by 76.61% compared to NT$4,492,108 thousand in 2021. The operating results are as follows.
(In Thousands of New Taiwan Dollars Except for Earnings Per Share)
| Account (Inparent-company-onlybasis) |
2022 | 2021 | Growth Rate (%) |
|---|---|---|---|
| Operatingrevenues | 34,251,019 | 27,235,597 | 25.76% |
| Grossprofit | 11,123,870 | 6,831,912 | 62.82% |
| Operatingincome | 7,106,474 | 3,367,072 | 111.06% |
| Pre-tax income | 8,725,094 | 4,288,143 | 103.47% |
| Net income | 6,976,792 | 3,858,984 | 80.79% |
| Earningsper share(in NT$) | 15.47 | 8.56 |
(In Thousands of New Taiwan Dollars Except for Earnings Per Share)
| Account (In consolidated basis) |
2022 | 2021 | Growth Rate (%) |
|---|---|---|---|
| Operatingrevenues | 41,626,486 | 33,336,442 | 24.87% |
| Grossprofit | 15,868,315 | 10,753,934 | 47.56% |
| Operatingincome | 9,963,585 | 5,455,775 | 82.62% |
| Pre-tax income | 10,334,990 | 5,641,125 | 83.21% |
| Net income | 7,933,470 | 4,492,108 | 76.61% |
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| Net income/loss attributable to: | |||
|---|---|---|---|
| Shareholders of theparent | 6,976,792 | 3,858,984 | |
| Non-controllinginterests | 956,678 | 633,124 | |
| Earningsper share(In NT$) | 15.47 | 8.56 |
2. Summary of 2023 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
According to Prismark research data, between 2021 and 2026, the compound growth rate of the IC substrate market reached 8.3% (Refer to Table I). This is not just demand of ABF substrate products which grow by AI, IoT, HPC, machine learning, automotive applications, 5G/6G infrastructure, etc., in terms of BT substrates, there are AiP, SiP, RF components brought by 5G mobile phones, and broadband memory (High Bandwidth Memory, HBM) which brought by servers, data centers, etc., all drive the growth of the overall demand for IC substrates. The growth of the Company's revenue is based on the growth trends of these product segments, and what needs to be dealt with carefully is the effective allocation of capacity utilization.
(3)Significant Production and Marketing Policy
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A. Strengthen the development of multi-chip packaging technology, and focus on process technology and match the development of high-frequency and high-speed materials to meet the needs of 5G/6G and automotive products.
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B. Expanding the capacity of ABF FC-BGA substrate to match the medium and long-term development needs of multi-layer boards, high-frequency and high-speed.
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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 2022 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: Wu, Hui-Huang
February 13[th] , 2023
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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, 2022 and 2021, 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, 2022 and 2021, 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of 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, 2022.
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These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue Recognition
We determine that revenue recognition is one of the key audit matters. The Company’s revenue amounting to NT$34,251,019 thousand for the year ended December 31, 2022 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$2,770,717 thousand as of December 31, 2022. 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.
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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, 2022 and 2021, 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$381,123 thousand and NT$325,005 thousand as of December 31, 2022 and 2021 representing 0.60% and 0.66% 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$53,319 thousand and NT$27,839 thousand representing 0.61% and 0.65% 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$2,799 thousand and NT$(1,623) thousand representing 2.87% and 13.16% of the other comprehensive income, are based solely on the audit reports of other auditors.
Responsibilities of Management and Those Charged with Governance for the Parent-CompanyOnly Financial Statements
Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent-company-only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.
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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 the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parentcompany-only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2022 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.
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Hong, Mao-Yi
Cheng, Ching-Piao
Ernst & Young February 13[th] , 2023 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, 2022 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
Liao, Sih-Jheng
Chairman
February 13[th] , 2023
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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, 2022 and 2021, 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, 2022 and 2021, 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the 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.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue Recognition
We determine that revenue recognition is one of the key audit matters. The Company’s consolidated revenue amounting to NT$42,441,054 thousand (including revenue from discontinued operations amounting to NT$814,568 thousand) for the year ended December 31, 2022 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.
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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$3,480,943 thousand as of December 31, 2022. 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, 2022 and 2021 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$381,123 thousand and NT$325,005 thousand as of December 31, 2022 and 2021 representing 0.53% and 0.56% of the Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$ 53,319 thousand and NT$27,839 thousand representing 0.53% and 0.54% 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$2,799 thousand and NT$(1,623) thousand representing 2.72% and 6.69% of the consolidated other comprehensive income, are based solely on the audit reports of other auditors.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed 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 the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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As part of an audit in accordance with the Standards on Auditing of 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 consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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 consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the 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.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2022 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, 2022 and 2021.
Hong, Mao-Yi
Cheng, Ching-Piao
Ernst & Young February 13[th] , 2023 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, 2022
| Item | Amount (In: NT$) |
|---|---|
| Beginning retained earnings Add: Other comprehensive income (loss) in 2022 -Actuarial gain/loss of defined benefit Less: Adjustment of reorganization Less: Difference between consideration and carrying amount of subsidiaries acquired or disposed Add: Net income after tax in 2022 Less: 10% legal reserve Add: Reversal of Special reserve Distributable earnings Distributions Less: Cash dividend to shareholders (NT$6.5 per share) Unappropriated retained earnings |
$11,811,340,249 42,518,971 (1,645,086) (2,780,956) 6,976,792,379 (701,488,531) 55,168,961 |
| 18,179,905,987 (2,943,011,890) |
|
| $15,236,894,097 |
Chairman: CEO:
Chief Accountant:
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