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KYEC — AGM Information 2022
Jul 4, 2022
52090_rns_2022-07-04_ad0d75ea-7838-44c4-ba8d-cc695339ec94.pdf
AGM Information
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. King Yuan Electronics Co., Ltd
2022 Annual General Meeting Minutes
Convention Method: Physical Convention of Annual General Meeting
Time: Wensday, Jun 29, 2022 9:00 a.m.
Location: 2F., No. 6, Yule St., Toufen City, Miaoli County (Conference Room 205, Grand Royal Hotel)
Attendants: Shareholdings of all shareholders and proxies are 964,011,260 in total which was 78.83 % in 1,222,745,065 outstanding shares.
Chairperson: Director & Chairman Chin-Kung Lee
Present Directors: Chin-Kung Lee, Chi-Chun Hsieh, An-Hsuan Liu, Kao-Yu Liu, Kuan-Hua Chen, Hui-Chun Hsu (Convener of Audit Committee), Dar-Yeh Hwang, Semi Wang and eight directors attended the shareholders meeting, which more than half of the nine directors.
Minute Recorder: Neil Chung
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I. Announcement of meeting (Chairman announced that meeting began, after the aggregate shareholdings of the shareholders present in person or by proxy had reached the legal standard.)
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II. Chairperson Remarks (omitted)
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III. Reporting Items
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The Company’s 2021 Business Overview.
- Acknowledged
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The Audit Committee's Review of the Company's 2021 Financial Report. Acknowledged
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The Company’s 2021 Distribution of Employee and Director Remuneration.
Acknowledged
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The Company’s 2021 Endorsements/Guarantees. Acknowledged
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Motion to suspend initial public offering (IPO) of China A-shares of the Company’s subsidiary King Long Technology (Suzhou) Ltd. and its application for listing on the Shanghai Stock Exchange/Shenzhen Stock Exchange.
Acknowledged
1
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IV. Ratification Items
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The Company’s 2021 Business Report and Financial Statement. Description:
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(1) The Company’s 2021 Business Report and Financial Statements have been resolved in the 13th and 14th Meeting of the 14th Session of the Board and were audited by the Audit Committee with an issued audit report.
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(2) Please refer to Attachment 1 concerning the business report, Audit Committee's audit report, and financial statement in the foregoing paragraph.
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Resolution:
964,011,260 shares were represented at time of voting (775,052,086 shares were voted by electrically); 866,047,386 shares voted in favor of this proposal (677,098,212 shares were voted by electrically), and it was accounted for 89.83% of the total voting rights; 41,387 shares were voted against this proposal (41,387 shares were voted by electrically), and it was accounted for 0.00% of the total voting rights; there was no invalid voting right; 97,922,487 shares were voted abstained for this proposal (97,912,487 shares were voted by electrically), and it was accounted for 10.15% of the total voting rights. This proposal was approved finally.
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The Company’s 2021 Distribution of Earnings. Description:
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(1) The Company’s 2021 distribution of earnings report has been resolved in the 14th Meeting of the 14th Session of the Board and was audited by the Audit Committee with an issued written audit report.
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(2) For the distribution of earnings report that was prepared in accordance with the provisions of the Company Act and the Company’s Articles of Incorporation, please refer to Attachment 2.
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(3) If the Company made substantial investment using the undistributed earnings after the distribution of the 2021 earnings, the Company shall apply for reduction of the amounts of undistributed earnings or refund of excess payment under the preferential taxation provisions stipulated in Article 23-3 of the “Statute for Industrial Innovation.”
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Resolution:
2
964,011,260 shares were represented at time of voting (775,052,086 shares were voted by electrically); 869,127,761 shares voted in favor of this proposal (680,178,587 shares were voted by electrically), and it was accounted for 90.15% of the total voting rights; 61,227 shares were voted against this proposal (61,227shares were voted by electrically), and it was accounted for 0.00% of the total voting rights; there was no invalid voting right; 94,822,272 shares were voted abstained for this proposal (94,812,272 shares were voted by electrically), and it was accounted for 9.83% of the total voting rights. This proposal was approved finally.
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V. Discussion Items
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The Motion for Termination of the Non-competition Restriction on Directors.
Description:
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(1) Since directors of the Company or directors investing or operating other companies having the scope of business identical or similar to that of the Company, for the interests of the Company, it is proposed to terminate the non-competition restriction on directors according to the provision of Article 209 of the Company Act.
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(2) The list of directors proposed for the termination of non-completion restriction:
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i. Chairman – Chin-Kung Lee, acting as the director of King Long Technology (Suzhou) Ltd. and Suzhou Zhen Kun Technology Ltd.
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ii. Director – An-Hsuan Liu, acting as the director of King Long Technology (Suzhou) Ltd. and Suzhou Zhen Kun Technology Ltd.
Resolution:
964,011,260 shares were represented at time of voting (775,052,086 shares were voted by electrically); 809,006,618 shares voted in favor of this proposal (620,057,444 shares were voted by electrically), and it was accounted for 83.92% of the total voting rights; 370,383 shares were voted against this proposal (370,383 shares were voted by electrically), and it was accounted for 0.03% of the total voting rights; there was no invalid voting right; 154,634,259 shares were voted abstained for this proposal (154,624,259 shares were voted by electrically), and it was
3
accounted for 16.04% of the total voting rights. This proposal was approved finally.
- The Proposal for Amendments to the Company’s “Procedures for Acquisition or Disposition of Assets.”
Description:
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(1) According to the amended provisions of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” under the Jin-Guan-Zheng-Fa-Zi No. 1110380465 issued by the FSC on January 28, 2022, some provisions of the Company’s “Procedures for Acquisition or Disposition of Assets” have been amended.
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(2) For the comparison table of provisions before and after the amendments of the Company’s “Procedures for Acquisition or Disposition of Assets” please refer to Attachment 3.
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Resolution:
964,011,260 shares were represented at time of voting (775,052,086 shares were voted by electrically); 865,889,094 shares voted in favor of this proposal (676,939,920 shares were voted by electrically), and it was accounted for 89.82% of the total voting rights; 84,400 shares were voted against this proposal (84,400 shares were voted by electrically), and it was accounted for 0.00% of the total voting rights; there was no invalid voting right; 98,037,766 shares were voted abstained for this proposal (98,027,766 shares were voted by electrically), and it was accounted for 10.16% of the total voting rights. This proposal was approved finally. VI. Extraordinary Motions: None
VII.Meeting ends: Meeting ended at 9:26a.m.
4
(Annex 1)
King Yuan Electronics Co., Ltd. Business Report
Business Plan Implementation Results
- I. The consolidated net revenue was NT$33.759 billion in 2021, up by 16.6 percent from 2020. The gross margin reached 30.7 percent, up 3.2 percent from 2020. The EPS was NT$4.23, up 42.4 percent from 2020. The overall operating performance exceeded the targets we set at the beginning of the year.
II. Due to factors such as variants, shipping, port congestion, logistics and material shortages that occurred in the first half of last year, delivery schedules were constantly being delayed. As a result of this, customers were in a rush to place orders for production capacity, causing a business boom. Although sales of smartphones, computers, panels, and consumer products were unstable in the second half of the year, demand for automobiles, servers, data centers, and network communications products increased. For a semiconductor manufacturing company, although these variables meant that there were adjustments to individual customers’ orders or product mix, demand for manufacturing capacity remained tight throughout the year. As a consequence, the overall semiconductor manufacturing capacity is significantly lower than the market demand, breaking the past experience of cyclical fluctuations in the economy. As the specification and complexity of chip design and the number of transistors increased, the testing time for chips also increased. With steady production inflows, the average utilization of test equipment is expected to continue into next year.
III. In the past year, with a large number of customer orders coming in, in addition to reinforcing a closer coordination between production and sales, we have made careful investments to improve equipment utilization rate and production efficiency by transferring production capacity allocation between plants and taking a proactive approach to follow up on production parts. Furthermore, we have also optimized operating procedures in order to shorten the time frame to address issues and increase the speed at which customers introduce new products. At the same time, we have also accelerated the promotion of plant automation, continued to refine our quality management, rationalized the customer service charging model, and strengthened our efforts on training and talent retention, ensuring the smooth running of the Company as a whole.
IV. In recent years, the Company has strengthened disclosure and gradually implemented the ESG “Environmental Sustainability,” “Social Engagement,” “Corporate Governance,” and “Corporate Commitment” in response to corporate sustainability issues and are audited by various professional certification bodies on a regular basis. With regard to the company’s 2021 ESG report – the risks have reduced from 2020, thereby achieving improvement year on year.
Financial income and profit analysis
With Taiwan being the world’s leading semiconductor foundry, the Company also holds a significant position in the semiconductor testing field. In recent years, as our customers base has increased, we have continued to expand our production scale according to customer demand. As a result, our financial working capital also expanded.
In terms of financial condition and profitability, our ratio of debt to assets and long-term capital to fixed assets for 2021 were similar to 2020. Due to the fact that our customers and product lines are dispersed, our revenue and profits have grown steadily and the cost of obtaining capital in Taiwan remains reasonable. Moreover, with the use of financial leverage, we have a higher cash position and robust financial structure. Although the current and quick rations decreased slightly from 2020, our solvency remained strong. In terms of profitability, return on assets, return on equity, net income ratio, and earnings per share after tax all increased greatly from 2020. The financial ratios are as follows:
| 2021 | 2020 | |
|---|---|---|
| Ratio of liabilities to assets(%) |
51.71 | 52.17 |
| Long-term funds to fixed assets(%) |
128.13 | 131.02 |
| Current ratio (%) | 169.14 | 192.36 |
| Quick ratio (%) | 154.15 | 174.60 |
| Return on assets (%) | 8.25 | 6.77 |
| Return on equity (%) | 16.30 | 13.10 |
| Net profit margin (%) | 15.50 | 12.56 |
| After-tax earnings per share(NTD) |
4.23 | 2.97 |
R&D status
Our R&D Center has always been a strong facility for our business and production lines. At present, we have over 1200 self-developed testing machines and 450 self-developed burn-in ovens, with testing platforms covering seven major product lines. There was a dramatic demand for our testing equipment last year. Due to the long delivery time for materials, we were unable to meet customer demand. Despite this situation, the performance targets of the R&D Center were achieved.
Future research and development will be carried out according to the Company’s annual R&D roadmap. With regard to high-resolution image sensor elements and the capability of high quantity simultaneous testing units, high power burn-in oven improvement, testing channel numbers of self-developed E-series of testing platforms, the application and customer sources of self-developed machines, precision of tester power supply (DPS), solution to ultra-high current thermal effect, and the development of MEMS testing equipment for gyroscope, accelerators, tire gauges, flow meters and magnetometers hygrometers, etc., the Company will do its utmost in the product testing equipment-related field. To respond to challenges in advancing cutting-edge testing technologies, including advanced packaging, heterogeneous packaging, and high frequency
components, we continue to make an effort to maintain our unique competitive advantage in the integrated circuit testing field.
Current business plan overview
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I. Take on the challenge and reach operational performance highs, improve equipment investment efficiency, and expand the revenue of self-developed machines.
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II. Focus on key customer satisfaction, strictly control the cost of quality failure, and deepen employees’ awareness for quality.
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III. Improve equipment utilization rate, stabilize workers’ productivity, and center on smart manufacturing utilization.
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IV. Develop diverse procurement channels, focus on cost optimization for manufacturers, and implement material inventory management.
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V. Refine its own core technologies and applications, reach and create key components and equipment to construct quality intellectual property patents and deployment.
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VI. Reduce key talent loss, strengthen employee recruitment effectiveness, and deepen cultivation of key functions.
Future development strategy
Given Taiwan’s mature semiconductor manufacturing industry with high efficiency in upstream, downstream and peripheral systems, the successful model of professional division of labor has met the in-depth needs of the outsourcing of customers. Hence Taiwan remains in an advantageous position other countries and regions will find difficult to replace. Accordingly, in recent years, the development strategy of the Company generally remained the same and continues to head toward the following directions.
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I. Implement basic core values in the manufacturing supply chain, technology, quality, delivery schedules, services, efficiency, cost, information, and corporate culture, achieving the mission of immediately brining customers’ products to market.
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II. Reinforce the Company’s unique differentiated service capability, system operation, practical experience, process improvement, and service level, becoming a trustworthy partner in the customers’ manufacturing supply chain.
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III. Management will be based on customer satisfaction; continue to invest in a prudent manner, improve profitability, and purse healthy growth.
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IV. Place importance on customers with high growth as well as their products in each business region, develop potential customers for product introduction, strive for further outsourcing opportunities where IDM customers can prosper and develop alongside one another.
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V. In response to the conflict between the U.S. and China and China’s supply chain growth, we will evaluate and adjust the planning of the Company’s supply chain in Taiwan and China, thereby responding and mitigating possible changes in the environment in the future.
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VI. With an open attitude, we cooperate with semiconductor business operators in a strategic cooperation and joint development approach so that the Company can quickly gain its position as one of the top semiconductor packaging and testing companies in the industry.
The effect of external competition, the legal environment, and the overall business environment
With respect to global semiconductor industry sales, according to WSTS – the global semiconductor market in 2021 grew by 25.6 percent from 2020, totaling a value of US$553 billion. The production value for 2022 is expected at US$601.4 billion, growth of 8.8 percent. Also, IC Insights predicts that semiconductor industry sales will grow by 11 percent in 2022. In a high base period, the global semiconductor industry is facing a brand-new year, as the drive for sales and profitability continues to be products including 5G smartphone components, 5G networking components, IoT components, sensor components, Wi-Fi 6, AI learning chips, servers, data center computing equipment, edge computing chips, memory, micro-electromechanical systems, electric cars and advanced driver-assistance systems and cockpit chips.
According to the World Bank, the global economic growth rebounded to 5.5 percent in 2021 and will slow down to 4.1 percent in 2022. The IMF however revised the global economic growth rate down to 4.4 percent for 2022, emphasizing that the growth outlook for the U.S. and China will both weaken. With issues such as inflation and major economies tightening their credits, advanced countries are bound to increase interest rates, causing volatility in the money and capital markets.
With respect to the external competitive environment – the COVID-19 pandemic will eventually end and the disruption to the economy will recover. People’s lifestyles and pace have changed as a result of the pandemic and the development of remote work and learning, home economy, contactless economy, e-commerce, and IoT have ramped up the digital transformation of individuals and companies. From early material innovation to transistor structure innovation, the development of semiconductors has entered system integration and efficiency and consumption optimization. With the onset of advanced manufacturing and packaging technologies, the wide application of Advanced RISC Machines (ARM) and accelerated establishment of 3GPP protocols, new applications of cloud and edge high-performance computing (HPC), network communications, Internet of Things, smartphones and terminal devices, smart cars, smart manufacturing, smart cities, big data analytics, artificial intelligence (AI), augmented reality (AR) and virtual reality (VR), low orbit satellite broadband, and 5th generation communications (5G) with large amount of data and fast transmission, will be widely used in a variety of products and the quality will continue to thrive. The demand for ICs will increase dramatically in both quality and quantity.
Looking back, the global semiconductor manufacturing supply chain rooted in Taiwan has become a leader in the world with respect to professional division of labor services, customer trust, market development speed, production flexibility and efficiency, as well as a commitment to sustainable development. Taiwan ranks number 1 in the world for wafer fabrication and testing and number 2 in IC design. With the constant pursuit of progress and the advantage of Taiwan’s semiconductor manufacturing ecosystem, there is no doubt that the semiconductor manufacturing cluster will continue to serve the world’s demand for chip manufacturing. However, given challenges including national security, long-arm jurisdiction in trade, supply chain risks of technology containment, climate change, information security and human resource shortage in the competition between China and the U.S., there is an urgent need for breakthroughs.
In terms of laws and the overall business environment, there have been constant issuance of regulations and orders imposed from the U.S. on China’s technology industry regarding intellectual property, equipment sales, and restrictions imposed for IC design and manufacturing of China’s semiconductor industry due to the Entity List. Under the policy of internal circulation, China has taken a proactive approach to speed up its development in the semiconductor industry, including constructing a supply chain in China for the substitution of IC products, and the production capacity priority has been given to China’s domestic companies. With the impact of its backward process, technology growth in China will slow down. While the pandemic has caused supply chain disruptions which resulted in material shortages, it at the same time prompted the plan for major economies in the world to build their own semiconductor supply chains. In the meantime, the Competition Law will continue to be resisted by the semiconductor industry for important large company M&As.
As we are now into 2022, in terms of the overall economic environment – all countries around the world will focus on revitalizing local economies. However, high inflation and unemployment problems have prompted the U.S. to end quantitative easing and it is hoped that interest rates will rise rapidly in order to tackle the problems. Under the anticipatory psychology, there is greater impact on assets that have already risen in value. With emerging markets and Asian currencies depreciating, there is an abundance of hot money. The factors caused by current high inflation and unemployment are complex compared to the past economic models. With the gap between the rich and the poor and populist politics, coupled with the problem of when international logistics will return to their normal level and the issue of container shortage, the extent to which the ripple effect of interest rates increase will affect the global economic growth rate remains conservative. Given this, the overall economic environment remains uncertain.
Looking at this year, with the strong intention of the U.S. protecting the U.S. dollar, military and technology sectors, there is constant tension between the U.S., China and Russia, as well as countries in Europe and Asia, and turmoil is inevitable. In terms of the balance of supply and demand in the semiconductor industry – although the expansion of production capacity in Taiwan’s manufacturing supply chain is stringent, the maturity for process capacity remains a challenge and the demand to drive technological progress continues. Moreover, with the emergence of many unexpected terminal products from new technologies, manufacturing capacity will not be relaxed. In addition, climate change problems such as drought, heavy rain and snowstorms, forest fires, earthquakes, and global warming, as well as global carbon neutrality and net-zero carbon emissions have become pressing ESG issues for listed companies to emphasize on. Facing the rapid growth of the Company’s international customers and high dependence of production capacity construction, the Company is optimistic regarding future business opportunities. At the same time, we will continue to invest in talent and equipment and work closely with customers and the supply chain. We believe that, by working hard, we will be able to set new records in our operating results, further increasing shareholders’ equity.
To sum up, I would like to thank our shareholders once more for their long-term support. I look forward to maintaining a longstanding relationship with all shareholders to help create a
better future. We are enthusiastic and confident about the future of the Company and the semiconductor industry in general.
King Yuan Electronics Co., Ltd. Audit Report from the Audit Committee
This report is to certify that the Company’s 2021 business report, consolidated financial statements (including separate financial statements) and the motion for allocation of earnings were prepared and submitted by the Company’s board of directors, and the consolidated financial statements (including separate financial statements) contained therein were already audited by EY Taiwan, which also issued its audit report. Said business report, consolidated financial statements (including separate financial statements) and motion for allocation of earnings have also been reviewed by the Audit Committee, which in our opinion comply with the relevant requirements. This report is hereby submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
King Yuan Electronics Co., Ltd.
Convener of Audit Committee: Hui-Chun Hsu
April 8, 2022
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| English Translation of Financial Statements Originally Issued in Chinese KING YUAN ELECTRONICS CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS As of December 31, 2021 and 2020 (Amounts in thousands of New Taiwan Dollars) |
% | 10 - - 6 3 - - 2 - - 21 8 11 58 2 - - - - 79 100 |
(continued) The accompanying notes are an integral part of the parent company only financial statements. |
|---|---|---|---|
| December 31, 2020 | $5,110,784 202,972 3,049 3,127,686 1,749,678 94,551 111,918 774,144 125,241 51,843 11,351,866 4,446,563 6,148,166 31,370,700 1,191,431 80,159 227,623 115,669 3,497 43,583,808 $54,935,674 |
||
| % | 10 - - 6 3 - 1 2 - - 22 10 13 54 1 - - - - 78 100 |
||
| December 31, 2021 | $6,420,308 178,596 7,706 3,904,721 2,081,340 314,282 430,541 1,029,780 53,284 66,878 14,487,436 6,546,477 8,489,770 34,613,760 553,546 69,247 261,675 105,972 5,394 50,645,841 $65,133,277 |
||
| Notes | 4, 6(1) 4, 6(14), 6(15), 7 4, 6(3), 6(15) 4, 6(4), 6(15) 4, 6(4), 6(15), 7 4, 6(15) 4, 7 4, 6(5) 6(6) 4, 6(2) 4, 6(7) 4, 6(8), 7, 8 4, 6(16) 4, 6(9) 4, 6(20) 8 |
||
| ASSETS | Current assets Cash and cash equivalents Contract assets-current Notes receivable, net Accounts receivable, net Accounts receivable from related parties, net Other receivables Other receivables from related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income-non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Other financial assets-non-current Other non-current assets Total non-current assets Total assets |
| KING YUAN ELECTRONICS CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS As of December 31, 2021 and 2020 (Amounts in thousands of New Taiwan Dollars) English Translation of Financial Statements Originally Issued in Chinese |
% | - - 1 - 4 1 1 1 1 1 10 34 1 1 1 - 37 47 22 9 5 1 14 20 2 53 100 |
|---|---|---|
| December 31, 2020 | $11,590 4,435 790,394 19,487 2,623,108 306,083 494,636 394,417 304,358 578,740 5,527,248 18,318,298 667,968 533,878 566,456 2,755 20,089,355 25,616,603 12,227,451 4,588,172 2,656,958 402,406 8,147,631 11,206,995 1,296,453 29,319,071 $54,935,674 |
|
| % | - - 1 - 5 - 2 1 - 2 11 33 2 1 1 - 37 48 19 8 5 - 15 20 5 52 100 |
|
| December 31, 2021 | $- 10,066 777,667 21,414 3,324,753 119,736 1,235,723 574,809 86,364 882,244 7,032,776 21,275,331 1,527,445 469,377 610,222 33,851 23,916,226 30,949,002 12,227,451 4,885,134 3,019,879 201,416 10,580,312 13,801,607 3,270,083 34,184,275 $65,133,277 |
|
| Notes | 4, 6(14) 7 7 4, 6(20) 4, 6(16) 4, 6(10) 4, 6(11), 8 4, 6(20) 4, 6(16) 4, 6(12) 4, 6(13) 4, 6(7), 6(13) 4, 6(2), 6(13) 4, 6(13) |
|
| LIABILITIES AND EQUITY | Current liabilities Contract liabilities-current Notespayable Accountspayable Accountspayable to relatedparties Otherpayables Otherpayables to relatedparties Payables on equipment Current tax liabilities Lease liabilities-current Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred tax liabilities Lease liabilities-non-current Net defined benefit liabilities Guarantee deposits Total non-current liabilities Total liabilities Equity Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other equity Total equity Total liabilities and equity |
English Translation of Financial Statements Originally Issued in Chinese
KING YUAN ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2021 and 2020
(Amounts in thousands of New Taiwan Dollars, except for earnings per share)
| Description | Notes | 2021 | % | 2020 | % |
|---|---|---|---|---|---|
| Net sales Operating costs Gross profit Operating expenses Selling expenses Administrative expenses Research and development expenses Expected credit losses Total operating expenses Operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit of associates accounted for using the equity method Total non-operating income and expenses Net income before income tax Income tax expense Net income Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Remeasurements of the defined benefit plan Unrealized gains from equity instrument investments measured at fair value through other comprehensive income Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Items that will be reclassified subsequently to profit or loss: Exchange differences resulting from translating the financial statements of foreign operations Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income, net of tax Total comprehensive income Earnings per share(NT$) Basic Earnings Per Share Diluted Earnings Per Share |
4, 6(14), 6(16), 7 4, 6(5), 6(8), 6(9), 6(12), 6(16), 6(17), 7 4, 6(8), 6(9), 6(12), 6(16), 6(17), 7 4, 6(7), 6(8), 6(18), 7 4, 6(20) 4, 6(19) 4, 6(21) |
$25,820,727 (18,476,736) 7,343,991 (345,629) (1,646,203) (846,846) - (2,838,678) 4,505,313 4,872 193,414 105,488 (200,484) 1,901,485 2,004,775 6,510,088 (1,335,042) 5,175,046 (53,368) 2,101,279 (419,982) (42,240) 8,448 1,594,137 $6,769,183 $4.23 $4.18 |
100 (72) 28 (1) (6) (3) - (10) 18 - 1 - (1) 7 7 25 (5) 20 - 8 (2) - - 6 26 |
$23,344,758 (17,280,780) 6,063,978 (359,004) (1,386,381) (909,932) (2,857) (2,658,174) 3,405,804 7,424 177,060 (164,770) (217,585) 1,159,434 961,563 4,367,367 (730,714) 3,636,653 (45,906) 2,056,310 (403,570) 105,726 (21,145) 1,691,415 $5,328,068 $2.97 $2.94 |
100 (74) 26 (1) (6) (4) - (11) 15 - 1 (1) (1) 5 4 19 (3) 16 - 9 (2) - - 7 23 |
The accompanying notes are an integral part of the parent company only financial statements.
| English Translation of Financial Statements Originally Issued in Chinese KING YUAN ELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2021 and 2020 (Amounts in thousands of New Taiwan Dollars) |
Total Equity | Total Equity | $26,191,939 - (2,200,941) - 3,636,653 1,691,415 5,328,068 5 - $29,319,071 $29,319,071 - (2,445,490) - 5,175,046 1,594,137 6,769,183 541,511 - $34,184,275 |
$26,191,939 - (2,200,941) - 3,636,653 1,691,415 5,328,068 5 - $29,319,071 $29,319,071 - (2,445,490) - 5,175,046 1,594,137 6,769,183 541,511 - $34,184,275 |
$26,191,939 - (2,200,941) - 3,636,653 1,691,415 5,328,068 5 - $29,319,071 $29,319,071 - (2,445,490) - 5,175,046 1,594,137 6,769,183 541,511 - $34,184,275 |
$26,191,939 - (2,200,941) - 3,636,653 1,691,415 5,328,068 5 - $29,319,071 $29,319,071 - (2,445,490) - 5,175,046 1,594,137 6,769,183 541,511 - $34,184,275 |
$26,191,939 - (2,200,941) - 3,636,653 1,691,415 5,328,068 5 - $29,319,071 $29,319,071 - (2,445,490) - 5,175,046 1,594,137 6,769,183 541,511 - $34,184,275 |
$26,191,939 - (2,200,941) - 3,636,653 1,691,415 5,328,068 5 - $29,319,071 $29,319,071 - (2,445,490) - 5,175,046 1,594,137 6,769,183 541,511 - $34,184,275 |
$26,191,939 - (2,200,941) - 3,636,653 1,691,415 5,328,068 5 - $29,319,071 $29,319,071 - (2,445,490) - 5,175,046 1,594,137 6,769,183 541,511 - $34,184,275 |
$26,191,939 - (2,200,941) - 3,636,653 1,691,415 5,328,068 5 - $29,319,071 $29,319,071 - (2,445,490) - 5,175,046 1,594,137 6,769,183 541,511 - $34,184,275 |
$26,191,939 - (2,200,941) - 3,636,653 1,691,415 5,328,068 5 - $29,319,071 $29,319,071 - (2,445,490) - 5,175,046 1,594,137 6,769,183 541,511 - $34,184,275 |
The accompanying notes are an integral part of the parent company only financial statements. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other equity | Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income |
$39,211 - - - - 1,652,740 |
1,652,740 | - (38,462) |
$1,653,489 | $1,653,489 - - - - 1,681,297 |
1,681,297 | - 326,125 |
$3,660,911 | |||
| Exchange differences resulting from translating the financial statements of foreign operations |
$(441,617) - - - - 84,581 |
84,581 | - - |
$(357,036) | $(357,036) - - - - (33,792) |
(33,792) | - - |
$(390,828) | ||||
| Retained earnings | Undistributed earnings |
$6,371,702 (297,659) (1,956,392) 400,766 3,636,653 (45,906) |
3,590,747 | 5 38,462 |
$8,147,631 | $8,147,631 (362,921) (2,200,941) 200,990 5,175,046 (53,368) |
5,121,678 | - (326,125) |
$10,580,312 | |||
| Special reserve |
$803,172 - - (400,766) - - |
- | - - |
$402,406 | $402,406 - - (200,990) - - |
- | - - |
$201,416 | ||||
| Legal reserve | $2,359,299 297,659 - - - - |
- | - - |
$2,656,958 | $2,656,958 362,921 - - - - |
- | - - |
$3,019,879 | ||||
| Capital surplus | $4,832,721 - (244,549) - - - |
- | - - |
$4,588,172 | $4,588,172 - (244,549) - - - |
- | 541,511 - |
$4,885,134 | ||||
| Common stock | $12,227,451 - - - - - |
- | - - |
$12,227,451 | $12,227,451 - - - - - |
- | - - |
$12,227,451 | ||||
| Description | Balance as of January 1, 2020 Appropriation and distribution of 2019 earnings : Legal reserve Cash dividends Reversal of special reserve Profit for the year ended December 31, 2020 Other comprehensive income for the year ended December 31, 2020 Total comprehensive income Changes in ownership interests in subsidiaries Disposal of equity instrument investments measured at fair value through other comprehensive income Balance as of December 31, 2020 Balance as of January 1, 2021 Appropriation and distribution of 2020 earnings : Legal reserve Cash dividends Reversal of special reserve Profit for the year ended December 31, 2021 Other comprehensive income for the year ended December 31, 2021 Total comprehensive income Changes in ownership interests in subsidiaries Disposal of equity instrument investments measured at fair value through other comprehensive income Balance as of December 31, 2021 |
| English Translation of Financial Statements Originally Issued in Chinese KING YUAN ELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2021 and 2020 (Amounts in thousands of New Taiwan Dollars) |
2020 | $65,027 (8,182,159) 840,968 (10) (63,898) (2,544) - 64,076 (7,278,540) 26,184,895 (24,750,701) 822 (505,826) (2,200,941) (209,644) (1,481,395) 954,839 4,155,945 $5,110,784 |
$65,027 (8,182,159) 840,968 (10) (63,898) (2,544) - 64,076 (7,278,540) 26,184,895 (24,750,701) 822 (505,826) (2,200,941) (209,644) (1,481,395) 954,839 4,155,945 $5,110,784 |
$65,027 (8,182,159) 840,968 (10) (63,898) (2,544) - 64,076 (7,278,540) 26,184,895 (24,750,701) 822 (505,826) (2,200,941) (209,644) (1,481,395) 954,839 4,155,945 $5,110,784 |
$65,027 (8,182,159) 840,968 (10) (63,898) (2,544) - 64,076 (7,278,540) 26,184,895 (24,750,701) 822 (505,826) (2,200,941) (209,644) (1,481,395) 954,839 4,155,945 $5,110,784 |
$65,027 (8,182,159) 840,968 (10) (63,898) (2,544) - 64,076 (7,278,540) 26,184,895 (24,750,701) 822 (505,826) (2,200,941) (209,644) (1,481,395) 954,839 4,155,945 $5,110,784 |
$65,027 (8,182,159) 840,968 (10) (63,898) (2,544) - 64,076 (7,278,540) 26,184,895 (24,750,701) 822 (505,826) (2,200,941) (209,644) (1,481,395) 954,839 4,155,945 $5,110,784 |
$65,027 (8,182,159) 840,968 (10) (63,898) (2,544) - 64,076 (7,278,540) 26,184,895 (24,750,701) 822 (505,826) (2,200,941) (209,644) (1,481,395) 954,839 4,155,945 $5,110,784 |
$65,027 (8,182,159) 840,968 (10) (63,898) (2,544) - 64,076 (7,278,540) 26,184,895 (24,750,701) 822 (505,826) (2,200,941) (209,644) (1,481,395) 954,839 4,155,945 $5,110,784 |
$65,027 (8,182,159) 840,968 (10) (63,898) (2,544) - 64,076 (7,278,540) 26,184,895 (24,750,701) 822 (505,826) (2,200,941) (209,644) (1,481,395) 954,839 4,155,945 $5,110,784 |
The accompanying notes are an integral part of the parent company only financial statements. |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | $1,365 (10,199,072) 786,587 (1,897) (36,338) - 9,697 98,006 |
(9,341,652) | 15,621,188 (12,688,419) 31,096 (304,763) (2,445,490) (187,708) |
25,904 | 1,309,524 5,110,784 |
$6,420,308 | |||||
| Description | Cash flows from investing activities : Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Increase in other financial assets Decrease in other financial assets Dividends received Net cash used in investing activities Cash flows from financing activities : Borrowing in long-term loans Repayments of long-term loans Increase in guarantee deposits Cash payments for the principal portion of the lease liabilities Cash dividends Interest paid Net cash provided by (used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
||||||||||
| 2020 | $4,367,367 6,809,397 49,887 2,857 217,585 (7,424) (50,966) (1,159,434) (46,075) 153,955 (78,024) (76,790) 1,219 623,507 (863,506) 45,210 261,002 133,698 19,270 25,101 (40,896) 2,802 14,894 (11,850) (127,589) (28,361) 275,090 (7,619) |
10,504,307 | 7,397 (796,930) |
9,714,774 | |||||||
| 2021 | $6,510,088 7,102,275 47,250 - 200,484 (4,872) (85,016) (1,901,485) (96,761) 59,461 8,687 24,376 (4,657) (777,035) (331,662) (221,695) 92,839 (255,636) 7,618 (15,035) (11,590) 5,631 (12,727) 1,927 702,439 22,525 303,504 (9,602) |
11,361,331 | 4,700 (740,759) |
10,625,272 | |||||||
| Description | Cash flows from operating activities : Profit before tax from continuing operations Adjustments for: The profit or loss items which did not affect cash flows: Depreciation Amortization Expected credit losses Interest expenses Interest income Dividend income Investment gain accounted for using the equity method Gain on disposal of property, plant and equipment Impairment of non-financial assets Unrealized foreign exchange loss (gain) Changes in operating assets and liabilities� Contract assets Notes receivable Accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Accounts payable to related parties Other payables Other payables to related parties Other current liabilities Accrued pension liabilities Cash generated from operating activities Interest received Income tax paid Net cash provided by operating activities |
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| English Translation of Financial Statements Originally Issued in Chinese KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, 2021 and 2020 (Amounts in thousands of New Taiwan Dollars) |
% | 13 - - 7 3 - - - 2 1 - - 26 8 - 64 2 - - - - 74 100 |
(continued) The accompanying notes are an integral part of the consolidated financial statements. |
|---|---|---|---|
| December 31, 2020 | $8,008,530 202,972 3,049 4,164,991 1,724,951 161,712 33,257 315 980,969 479,283 51,843 4 15,811,876 4,446,563 69,856 39,147,575 1,328,232 86,442 227,623 115,669 81,682 45,503,642 $61,315,518 |
||
| % | 12 - - 8 3 1 - - 2 - - - 26 10 - 63 1 - - - - 74 100 |
||
| December 31, 2021 | $8,649,932 178,880 7,706 5,765,273 2,151,913 352,477 4,825 315 1,371,473 299,259 67,160 3 18,849,216 6,546,477 79,126 45,576,661 677,896 73,599 261,675 105,972 49,561 53,370,967 $72,220,183 |
||
| Notes | 4, 6(1) 4, 6(16), 6(17), 7 4, 6(3), 6(17) 4, 6(4), 6(17) 4, 6(4), 6(17), 7 4, 7 4, 6(5) 6(6) 8 4, 6(2) 4, 6(7) 4, 6(8), 7, 8 4, 6(18) 4, 6(9) 4, 6(21), 6(22) 8 |
||
| ASSETS | Current assets Cash and cash equivalents Contract assets-current Notes receivable, net Accounts receivable, net Accounts receivable from related parties, net Other receivables Other receivables from related parties Current tax assets Inventories, net Prepayments Other current assets Other financial assets-current Total current assets Non-current assets Financial assets at fair value through other comprehensive income-non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Other financial assets-non-current Other non-current assets Total non-current assets Total assets |
| KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, 2021 and 2020 (Amounts in thousands of New Taiwan Dollars) English Translation of Financial Statements Originally Issued in Chinese |
% | - - - 2 - 5 - 1 1 1 3 1 14 36 1 1 - 1 - 39 53 20 7 4 1 13 18 2 47 - 47 100 |
The accompanying notes are an integral part of the consolidated financial statements. |
|---|---|---|---|
| December 31, 2020 | $100,854 229,603 4,435 1,117,955 19,487 2,914,621 65,456 623,324 408,303 310,144 1,844,759 580,856 8,219,797 21,966,029 667,968 566,437 - 566,456 2,755 23,769,645 31,989,442 12,227,451 4,588,172 2,656,958 402,406 8,147,631 11,206,995 1,296,453 29,319,071 7,005 29,326,076 $61,315,518 |
||
| % | 1 - - 2 - 5 - 3 1 - 3 1 16 32 2 1 - 1 - 36 52 17 7 4 - 15 19 4 47 1 48 100 |
||
| December 31, 2021 | $566,856 157,024 10,066 1,119,144 21,414 3,731,749 98,930 1,778,300 666,596 92,050 2,017,322 884,648 11,144,099 23,517,245 1,527,445 492,615 16,538 610,222 33,851 26,197,916 37,342,015 12,227,451 4,885,134 3,019,879 201,416 10,580,312 13,801,607 3,270,083 34,184,275 693,893 34,878,168 $72,220,183 |
||
| Notes | 4, 6(10), 9 4, 6(16), 7 7 7 4, 6(22) 4, 6(18) 4, 6(12), 8, 9 6(11) 4, 6(12), 8, 9 4, 6(21), 6(22) 4, 6(18) 4, 6(13) 4, 6(14) 4, 6(14), 6(15), 6(24) 4, 6(2), 6(14) 4, 6(14) 4, 6(14), 6(24) |
||
| LIABILITIES AND EQUITY | Current liabilities Short-term loans Contract liabilities-current Notes payable Accounts payable Accounts payable to related parties Other payables Other payables to related parties Payables on equipment Current tax liabilities Lease liabilities-current Current portion of long-term loans Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred tax liabilities Lease liabilities-non-current Long-term deferred income Net defined benefit liabilities Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to owners of the parent company Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other equity Equity attributable to owners of the parent company Non-controlling interests Total equity Total liabilities and equities |
English Translation of Financial Statements Originally Issued in Chinese KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2021 and 2020
(Amounts in thousands of New Taiwan Dollars, except for earnings per share)
| Description | Notes | 2021 | % | 2020 | % |
|---|---|---|---|---|---|
| Net sales Operating costs Gross profit Operating expenses Selling expenses Administrative expenses Research and development expenses Expected credit losses Total operating expenses Operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit of associates accounted for using the equity method Total non-operating income and expenses Net income before income tax Income tax expense Net income Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Remeasurements of the defined benefit plan Unrealized gains from equity instrument investments measured at fair value through other comprehensive income Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Items that will be reclassified subsequently to profit or loss: Exchange differences resulting from translating the financial statements of foreign operations Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income, net of tax Total comprehensive income Net income attributable to : Owners of the parent company Non-controlling interests Total comprehensive income attributable to : Owners of the parent company Non-controlling interests Earnings per share(NT$) Basic Earnings Per Share Diluted Earnings Per Share |
4, 6(16), 6(18), 7 4, 6(5), 6(8), 6(9), 6(13), 6(18), 6(19), 7 4, 6(8), 6(9), 6(13), 6(17), 6(18), 6(19), 7 4, 6(2), 6(7), 6(8), 6(20), 7 4, 6(22) 4, 6(13), 6(21) 4, 6(23) |
$33,759,389 (23,407,322) 10,352,067 (363,529) (2,178,521) (1,202,856) (645) (3,745,551) 6,606,516 22,692 320,231 227,074 (343,526) 22,260 248,731 6,855,247 (1,621,005) 5,234,242 (53,368) 2,101,279 (419,982) (41,254) 8,448 1,595,123 $6,829,365 $5,175,046 59,196 $5,234,242 $6,769,183 60,182 $6,829,365 $4.23 $4.18 |
100 (69) 31 (1) (6) (4) - (11) 20 - 1 - (1) - - 20 (5) 15 - 6 (1) - - 5 20 15 - 15 20 - 20 |
$28,959,304 (21,005,316) 7,953,988 (387,045) (1,710,532) (1,202,520) (3,180) (3,303,277) 4,650,711 19,335 260,488 (23,928) (379,039) 16,088 (107,056) 4,543,655 (906,515) 3,637,140 (45,906) 2,056,310 (403,570) 105,729 (21,145) 1,691,418 $5,328,558 $3,636,653 487 $3,637,140 $5,328,068 490 $5,328,558 $2.97 $2.94 |
100 (73) 27 (1) (6) (4) - (11) 16 - 1 - (1) - - 16 (3) 13 - 7 (2) - - 5 18 13 - 13 18 - 18 |
The accompanying notes are an integral part of the consolidated financial statements.
| English Translation of Financial Statements Originally Issued in Chinese KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2021 and 2020 (Amounts in thousands of New Taiwan Dollars) |
Total Equity | $26,198,454 - (2,200,941) - 3,637,140 1,691,418 |
5,328,558 | 5 - |
$29,326,076 | $29,326,076 - (2,445,490) - 5,234,242 1,595,123 |
6,829,365 | 1,168,217 - |
$34,878,168 | The accompanying notes are an integral part of the consolidated financial statements. | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-controlling interests |
$6,515 - - - 487 3 |
490 | - - |
$7,005 | $7,005 - - - 59,196 986 |
60,182 | 626,706 - |
$693,893 | |||||
| Equity attributable to owners of the parent company | Equity attributable to owners of the parent company |
$26,191,939 - (2,200,941) - 3,636,653 1,691,415 |
5,328,068 | 5 - |
$29,319,071 | $29,319,071 - (2,445,490) - 5,175,046 1,594,137 |
6,769,183 | 541,511 - |
$34,184,275 | ||||
| Other equity | Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income |
$39,211 - - - - 1,652,740 |
1,652,740 | - (38,462) |
$1,653,489 | $1,653,489 - - - - 1,681,297 |
1,681,297 | - 326,125 |
$3,660,911 | ||||
Exchange differences resulting from translating the financial statements of foreign operations |
$(441,617) - - - - 84,581 |
84,581 | - - |
$(357,036) | $(357,036) - - - - (33,792) |
(33,792) | - - |
$(390,828) | |||||
| Retained earnings | Undistributed earnings |
$6,371,702 (297,659) (1,956,392) 400,766 3,636,653 (45,906) |
3,590,747 | 5 38,462 |
$8,147,631 | $8,147,631 (362,921) (2,200,941) 200,990 5,175,046 (53,368) |
5,121,678 | - (326,125) |
$10,580,312 | ||||
Special reserve |
$803,172 - - (400,766) - - |
- | - - |
$402,406 | $402,406 - - (200,990) - - |
- | - - |
$201,416 | |||||
Legal reserve |
$2,359,299 297,659 - - - - |
- | - - |
$2,656,958 | $2,656,958 362,921 - - - - |
- | - - |
$3,019,879 | |||||
| Capital surplus | $4,832,721 - (244,549) - - - |
- | - - |
$4,588,172 | $4,588,172 - (244,549) - - - |
- | 541,511 - |
$4,885,134 | |||||
| Common stock | $12,227,451 - - - - - |
- | - - |
$12,227,451 | $12,227,451 - - - - - |
- | - - |
$12,227,451 | |||||
| Description | Balance as of January 1, 2020 Appropriation and distribution of 2019 earnings: Legal reserve Cash dividends Reversal of special reserve Profit for the year ended December 31, 2020 Other comprehensive income for the year ended December 31, 2020 Total comprehensive income Changes in ownership interests in subsidiaries Disposal of equity instrument investments measured at fair value through other comprehensive income Balance as of December 31, 2020 Balance as of January 1, 2021 Appropriation and distribution of 2020 earnings: Legal reserve Cash dividends Reversal of special reserve Profit for the year ended December 31, 2021 Other comprehensive income for the year ended December 31, 2021 Total comprehensive income Changes in ownership interests in subsidiaries Disposal of equity instrument investments measured at fair value through other comprehensive income Balance as of December 31, 2021 |
| English Translation of Financial Statements Originally Issued in Chinese KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2021 and 2020 (Amounts in thousands of New Taiwan Dollars) |
2020 | $65,027 (10,935,021) 89,917 (65,528) - (64,763) (2,544) - 62,426 |
(10,850,486) | 145,628 (535,872) 28,934,872 (25,212,072) 822 (510,312) (2,200,941) (372,098) - |
250,027 | 40,259 | 40,259 | 1,842,525 6,166,005 |
$8,008,530 | The accompanying notes are an integral part of the consolidated financial statements. | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | $1,365 (13,963,127) 341,578 - 32,109 (36,793) - 9,698 98,006 |
(13,517,164) | 598,369 (131,812) 16,299,865 (14,433,360) 31,096 (310,374) (2,445,490) (329,548) 1,147,767 |
426,513 | 8,999 | 641,402 8,008,530 |
$8,649,932 | ||||
| Description | Cash flows from investing activities : Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Increase in other financial assets Decrease in other financial assets Dividends received Net cash used in investing activities Cash flows from financing activities : Increase in short-term loans Decrease in short-term loans Borrowing in long-term loans Repayments of long-term loans Increase in guarantee deposits Cash payments for the principal portion of the lease liabilities Cash dividends Interest paid Change in non-controlling interests Net cash provided by financing activities Effect of changes in exchange rate on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
||||||||||
| 2020 | $4,543,655 8,355,775 52,193 3,180 379,039 (19,335) (50,966) - (16,088) 15,524 153,955 (264,212) (76,790) 1,219 791,252 (813,924) 99,768 (18,780) 100,066 (266,952) 25,527 161,273 2,802 62,992 (11,226) (50,354) (25,592) 276,933 (7,619) - |
13,403,315 | 15,623 (1,016,213) |
12,402,725 | |||||||
| 2021 | $6,855,247 9,162,765 49,593 645 343,526 (22,692) (85,016) 20,452 (22,260) (164,810) 59,461 (164,411) 24,092 (4,657) (1,600,926) (426,962) (195,069) 22,977 (390,504) 115,685 (15,317) (72,579) 5,631 1,189 1,927 820,074 18,225 303,792 (9,602) 16,538 |
14,647,014 | 24,861 (948,821) |
13,723,054 | |||||||
| Description | Cash flows from operating activities : Profit before tax from continuing operations Adjustments for : The profit or loss items which did not affect cash flows: Depreciation Amortization Expected credit losses Interest expenses Interest income Dividend income Share-based payment expenses Investment gain accounted for using the equity method (Gain) loss on disposal of property, plant and equipment Impairment of non-financial assets Unrealized foreign exchange gain Changes in operating assets and liabilities : Contract assets Notes receivable Accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Accounts payable to related parties Other payables Other payables to related parties Other current liabilities Accrued pension liabilities Other operating liabilities Cash generated from operating activities Interest received Income tax paid Net cash provided by operating activities |
(Annex 2)
King Yuan Electronics Co., Ltd. Table of 2021 Distribution of Earnings
| King Yuan Electronics Co., Ltd. Table of 2021 Distribution of Earnings |
King Yuan Electronics Co., Ltd. Table of 2021 Distribution of Earnings |
King Yuan Electronics Co., Ltd. Table of 2021 Distribution of Earnings |
King Yuan Electronics Co., Ltd. Table of 2021 Distribution of Earnings |
|---|---|---|---|
| Unit: NTD | |||
| Projected | |||
| Item | Amount | ||
| dividendyield | |||
| Unallocated earnings – beginning | 5,784,759,074 | ||
| Add: Netprofit after tax | 5,175,046,071 | ||
| Less: Confirmed actuarial gain/loss of | (53,368,800) | ||
| welfare | |||
| Less: Disposal of equity instrument at | (326,124,544) | ||
fair value through other |
|||
| comprehensive income | |||
| The amount of net profit after tax for the | 4,795,552,727 | ||
| period and the amount adjusted to the | |||
| currentyear’s undistributed earnings | |||
| Less: Provision of 10% legal reserve | (479,555,273) | ||
| Allocable earnings | 10,100,756,528 | ||
| Scope of allocation | |||
| Dividends to shareholders – cash | 3,668,235,195 | NT$ 3per share | |
| Total allocation | 3,668,235,195 | ||
| Unallocated earnings – ending | 6,432,521,333 | ||
| Note: 1. According to the Company’s distribution policy, the allocable earnings for 2021 shall be allocated as the first priority. The deficit, if any, shall be allocated from the allocable earnings accumulated for the previous year according to the first-in first-out policy in the order of the years in which the earnings were generated chronically. 2. The distribution yield is calculated based on the outstanding common stock totaling 1,222,745,065 shares when the Board of Directors meeting was held. 3. The cash dividend shall be rounded to the whole dollar amount according to the allocation rate. The total of the odd lots less than NT$1 included in the distribution shall be transferred to the Employees’ Welfare Committee. 4. Should the Company encounter a change of share capital that changes the number of outstanding shares on a later date, the Board of Directors shall be fully authorized to make the necessary adjustments to the percentage of cash dividends allocated to shareholders. 5. The base date for allocation of cash dividends and matters thereto shall be set by the Board of Directors with authorization upon resolution byan annualgeneral meeting. |
(Annex 3)
King Yuan Electronics Co., Ltd. Comparison Table for Amendments of Procedures for Acquisition or Disposal of Assets
| Provision | Provision After Amendment | Provisions Before Amendment | Reason of Amendment |
|---|---|---|---|
| Article 6 | When the “Procedures for Acquisition or Disposal of Assets” of the Company are submitted for discussion by the board of directors according to the procedures established or other laws, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. When the Company makes material or derivatives trading, the consent of one-half or more of all members of the Audit Committee shall be obtained, and shall be submitted to the board of directors for resolution. In case where the consents of more than one-half of all members of the Audit Committee cannot be obtained in the preceding subparagraph, then the consents of more than two-thirds of all directors shall be obtained, and the meeting mutinies of the board of directors’ meeting shall be recorded with the resolution of the Audit Committee. The terms “all audit committee members” described in the preceding two paragraphs and “all directors” described in the preceding paragraph shall be counted as the actual number of persons currently holding those positions. Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinions shall meet the following requirements: I. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial |
When the “Procedures for Acquisition or Disposal of Assets” of the Company are submitted for discussion by the board of directors according to the procedures established or other laws, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. When the Company makes material or derivatives trading, the consent of one-half or more of all members of the Audit Committee shall be obtained, and shall be submitted to the board of directors for resolution. In case where the consents of more than one-half of all members of the Audit Committee cannot be obtained in the preceding subparagraph, then the consents of more than two-thirds of all directors shall be obtained, and the meeting mutinies of the board of directors’ meeting shall be recorded with the resolution of the Audit Committee. The terms “all audit committee members” described in the preceding two paragraphs and “all directors” described in the preceding paragraph shall be counted as the actual number of persons currently holding those positions. Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinions shall meet the following requirements: I. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial |
Amendment made in accordance with the laws |
Holding Company Act, or the Holding Company Act, or the Business Entity Accounting Act, Business Entity Accounting Act, or for fraud, breach of trust, or for fraud, breach of trust, embezzlement, forgery of embezzlement, forgery of documents, or occupational crime. documents, or occupational crime. However, this provision does not However, this provision does not apply if 3 years have already apply if 3 years have already passed since completion of service passed since completion of of the sentence, since expiration service of the sentence, since of the period of a suspended expiration of the period of a sentence, or since a pardon was suspended sentence, or since a received. pardon was received. II. May not be a related party or de II. May not be a related party or de facto related party of any party to facto related party of any party to the transaction. the transaction. III. If the company is required to III. If the company is required to obtain appraisal reports from two obtain appraisal reports from two or more professional appraisers, or more professional appraisers, the different professional the different professional appraisers or appraisal officers appraisers or appraisal officers may not be related parties or de may not be related parties or de facto related parties of each other. facto related parties of each other. When issuing an appraisal report or When issuing an appraisal report or opinion, the personnel referred to in the opinion, the personnel referred to in the preceding paragraph shall comply with preceding paragraph shall comply with the self-disciplinary rules of its own the following: industrial association and the I. Prior to accepting a case, they following: shall prudently assess their own I. Prior to accepting a case, they professional capabilities, practical shall prudently assess their own experience, and independence. professional capabilities, practical II. When ~~examining~~ a case, they experience, and independence. shall appropriately plan and II. When executing a case, they shall execute adequate working appropriately plan and execute procedures, in order to produce a adequate working procedures, in conclusion and use the conclusion order to produce a conclusion and as the basis for issuing the report use the conclusion as the basis for or opinion. The related working issuing the report or opinion. The procedures, data collected, and related working procedures, data conclusion shall be fully and Article 6 collected, and conclusion shall be accurately specified in the case fully and accurately specified in working papers. the case working papers. III. They shall undertake an III. They shall undertake an item-by-item evaluation of the item-by-item evaluation of the ~~comprehensiveness, accuracy,~~ and appropriateness and reasonableness of the sources of reasonableness of the sources of data used, the parameters, and the data used, the parameters, and the information, as the basis for information, as the basis for issuance of the appraisal report or issuance of the appraisal report or the opinion. the opinion. IV. They shall issue a statement IV. They shall issue a statement attesting to the professional attesting to the professional competence and independence of competence and independence of the personnel who prepared the the personnel who prepared the report or opinion, and that they report or opinion, and that they have evaluated and found that the have evaluated and found that the information used is reasonable information used is appropriate ~~and accurate,~~ and that they have
| and reasonable, and that they have complied with applicable laws and regulations. |
complied with applicable laws and regulations. |
complied with applicable laws and regulations. |
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| Paragraph 4 of Article 7 |
Appraisal report of real property, equipment or right-of-use assets thereof In acquiring or disposing of real property, equipment or right-of-use assets thereof, where the transaction amount reaches 20 percent of the company’s paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions. (I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (II) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (III) Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction |
Appraisal report of real property, equipment or right-of-use assets thereof In acquiring or disposing of real property, equipment or right-of-use assets thereof, where the transaction amount reaches 20 percent of the company’s paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions. (I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (II) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (III) Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal ~~in accordance with the provisions~~ ~~of~~ ~~Statement~~ ~~of~~ ~~Auditing~~ ~~Standards No. 20 published by the~~ ~~ROC Accounting Research and~~ ~~Development~~ ~~Foundation~~ ~~(referred to as “ARDF”) and~~ |
Amendment made in accordance with the laws |
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| ~~n accorance w e provsons~~ ~~f~~ ~~Sttt~~ ~~f~~ ~~Aditi~~ |
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| ~~o~~ ~~aemen~~ ~~o~~ ~~ung~~ ~~Stdd N 20 blihd b th~~ |
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| ~~anars o. puse y e~~ ~~ROC Ati Rh d~~ |
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| ~~ccounng esearc an~~ ~~Dlt~~ ~~Fdti~~ |
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| ~~eveopmen~~ ~~ounaon~~ ~~(fd t “ARDF”) d~~ |
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| ~~reerre o as an~~ |
| price: 1. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. 2. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (IV) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date, provided that, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. (V) Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. |
render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. 2. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (IV) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date, provided that, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. (V) Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. |
render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. 2. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (IV) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date, provided that, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. (V) Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. |
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| Paragraph 4 of Article 8 |
Obtaining Expert Opinion (I) The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company’s paid-in capital or NT$300 million or more, the company shall additionally engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by |
Obtaining Expert Opinion (I) The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company’s paid-in capital or NT$300 million or more, the Company shall additionally engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price.~~If the CPA needs to use the~~ ~~report of an expert as evidence,~~ ~~the CPA shall do so in accordance~~ ~~with the provisions of Statement~~ ~~of Auditing StandardsNo. 20~~ |
Amendment made in accordance with the laws |
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| ~~repor o an exper as evence,~~ ~~th CPA hll d i d~~ |
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| ~~e sa o so n accorance~~ ~~ith th ii f Sttt~~ |
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| ~~w e provsons o aemen~~ ~~f AditiStddN 20~~ |
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| ~~o ung anarso. ~~ |
| regulations of the competent authority. (II) Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. |
(II) |
~~blihd b th Ati~~ | ||
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| ~~puse y e ccounng~~ ~~Rh~~ ~~d~~ ~~Dlt~~ |
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| ~~esearc~~ ~~an~~ ~~eveopmen~~ ~~Foundation~~ ~~(ARDF).~~ This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the competent authority. Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. |
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| Paragraph 5 of Article 9 |
When the Company or a non-public | Newly added | Amendment made in accordance with the laws |
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domestic subsidiary engages in any |
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transaction described in Paragraph 2, if |
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the transaction amount reaches 10 |
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| percent or more of the Company’s total | ||||
assets, the Company shall submit all |
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documents described in each |
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| subparagraph of Paragraph 2 to the | ||||
shareholders’meeting for approval |
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before signing the transaction contract |
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or making payment. However, such |
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restriction shall not be applicable to |
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transactions between the Company and |
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its subsidiary or between subsidiaries. |
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| Paragraph 4 of Article 10 |
Expert assessment opinion report for intangible assets or right-of-use assets thereof or memberships (I) Where the Company acquires or disposes of memberships and the transaction amount reaches 1 percent or more of paid-in capital or NT$5 million or more, the Company shall also obtain an appraisal report from a professional. (II) Where the Company acquires or disposes of intangible assets or right-of-use assets thereof and the transaction amount reaches 10 percent or more of paid-in capital or NT$50 million or more, the Company shall also obtain an appraisal report from a professional. (III) Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300million or more,except |
Expert assessment opinion report for intangible assets or right-of-use assets thereof or memberships (I) Where the Company acquires or disposes of memberships and the transaction amount reaches 1 percent or more of paid-in capital or NT$5 million or more, the Company shall also obtain an appraisal report from a professional. (II) Where the Company acquires or disposes of intangible assets or right-of-use assets thereof and the transaction amount reaches 10 percent or more of paid-in capital or NT$50 million or more, the Company shall also obtain an appraisal report from a professional. (III) Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more ofpaid-in capital orNT$ |
Amendment made in accordance with the laws |
| in transactions with a government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. |
300 million or more, except in transactions with a government agency, the Company shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price~~; the CPA~~ ~~hll l ith th ii~~ |
300 million or more, except in transactions with a government agency, the Company shall engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price~~; the CPA~~ ~~hll l ith th ii~~ |
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| ~~; e~~ ~~ii~~ |
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| ~~sa compy w e~~ ~~f~~ ~~Sttt~~ ~~f~~ |
~~provsons~~ ~~Aditi~~ |
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| ~~o~~ ~~aemen~~ ~~o~~ ~~ung~~ ~~Stdd N 20 blihd b th~~ |
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| ~~anars o. puse y e~~ ~~ARDF.~~ |
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| Paragraph 1 of Article 14 |
Required announcement and report items and standards for announcement and report (I) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company’s total assets, or NT$300 million or more; provided that, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (II) Merger, demerger, acquisition, or transfer of shares. (III) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. (IV) Where the equipment or right-of-use assets thereof belongs to business use is acquired or disposed of, and the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion or more. (V) Where land is acquired under an arrangement on engaging others to build on the Company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, |
Required announcement and report items and standards for announcement and report (I) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company’s total assets, or NT$300 million or more; provided that, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (II) Merger, demerger, acquisition, or transfer of shares. (III) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. (IV) Where the equipment or right-of-use assets thereof belongs to business use is acquired or disposed of, and the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion or more. (V) Where land is acquired under an arrangement on engaging others to build on the Company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and |
Amendment made in accordance with the laws |
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joint construction and allocation furthermore the transaction of ownership percentages, or counterparty is not a related party, joint construction and separate and the amount the Company sale, and furthermore the expects to invest in the transaction transaction counterparty is not a reaches NT$500 million. related party, and the amount the (VI) Where an asset transaction other Company expects to invest in the than any of those referred to in the transaction reaches NT$500 preceding five subparagraphs or million. an investment in the mainland
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(VI) Where an asset transaction other China area reaches 20 percent or than any of those referred to in more of paid-in capital or NT$300 the preceding five subparagraphs million; or an investment in the mainland However, this shall not apply to China area reaches 20 percent or the following circumstances: more of paid-in capital or 1. Trading of domestic NT$300 million; government bonds. However, this shall not apply to 2. Trading of bonds under the following circumstances: repurchase and resale 1. Trading of domestic agreements, or subscription or government bonds or foreign redemption of money market government bonds of credit funds issued by domestic rating not inferior to the securities investment trust authority rating of our nation. enterprises.
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- Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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(VII) The amount of transactions (VII) The amount of transactions described in each subparagraph described in each subparagraph of the preceding paragraph shall of the preceding paragraph shall be calculated as follows, and the be calculated as follows, and the term of “within the preceding term of “within the preceding year” as used in the preceding year” as used in the preceding paragraph refers to the year paragraph refers to the year preceding the date of occurrence preceding the date of occurrence of the current transaction. Items of the current transaction. Items duly announced in accordance duly announced in accordance with these Regulations need not with these Regulations need not be counted toward the be counted toward the transaction amount. transaction amount.
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Paragraph 1 1. The amount of any individual 1. The amount of any individual
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of Article 14 transaction. transaction.
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- The cumulative transaction 2. The cumulative transaction amount of acquisitions and amount of acquisitions and disposals of the same type of disposals of the same type of underlying asset with the underlying asset with the same same transaction counterparty transaction counterparty within the preceding year. within the preceding year.
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The cumulative transaction 3. The cumulative transaction amount of acquisitions and amount of acquisitions and disposals (cumulative disposals (cumulative acquisitions and disposals, acquisitions and disposals, respectively) of real property respectively) of real property or right-of-use assets thereof or right-of-use assets thereof
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within the same development project within the preceding year.
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The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
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(VIII) The calculation of the transaction amounts referred to in the three articles of Article 7, Article 8 ad Article 10 shall be done in accordance with Subparagraph (VII) herein. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained according to these Procedures need not be counted toward the transaction amount. In addition, the calculation of the transaction amounts referred to in Article 9 shall also be made in accordance with Subparagraph (VII) herein. Items that have been approved by the shareholders’ meeting, Audit Committee and the board of directors according to these Procedures need not be counted toward the transaction amount.
- within the same development project within the preceding year.
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The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
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(VIII) The calculation of the transaction amounts referred to in the three articles of Article 7, Article 8 ad Article 10 shall be done in accordance with Subparagraph (VII) herein. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained according to these Procedures need not be counted toward the transaction amount. In addition, the calculation of the transaction amounts referred to in Article 9 shall also be made in accordance with Subparagraph (VII) herein. Items that have been approved by the Audit Committee and the board of directors according to these Procedures need not be counted toward the transaction amount.