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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

  • 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.)

  • II. Chairperson Remarks (omitted)

  • III. Reporting Items

  • The Company’s 2021 Business Overview.

    • Acknowledged
  • The Audit Committee's Review of the Company's 2021 Financial Report. Acknowledged

  • The Company’s 2021 Distribution of Employee and Director Remuneration.

Acknowledged

  1. The Company’s 2021 Endorsements/Guarantees. Acknowledged

  2. 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

  • IV. Ratification Items

  • The Company’s 2021 Business Report and Financial Statement. Description:

    • (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.

    • (2) Please refer to Attachment 1 concerning the business report, Audit Committee's audit report, and financial statement in the foregoing paragraph.

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.

  1. The Company’s 2021 Distribution of Earnings. Description:

  2. (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.

  3. (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.

  4. (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.”

  5. 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.

  • V. Discussion Items

  • The Motion for Termination of the Non-competition Restriction on Directors.

Description:

  • (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.

  • (2) The list of directors proposed for the termination of non-completion restriction:

  • i. Chairman – Chin-Kung Lee, acting as the director of King Long Technology (Suzhou) Ltd. and Suzhou Zhen Kun Technology Ltd.

  • 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.

  1. The Proposal for Amendments to the Company’s “Procedures for Acquisition or Disposition of Assets.”

Description:

  • (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.

  • (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.

  • 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

  • I. Take on the challenge and reach operational performance highs, improve equipment investment efficiency, and expand the revenue of self-developed machines.

  • II. Focus on key customer satisfaction, strictly control the cost of quality failure, and deepen employees’ awareness for quality.

  • III. Improve equipment utilization rate, stabilize workers’ productivity, and center on smart manufacturing utilization.

  • IV. Develop diverse procurement channels, focus on cost optimization for manufacturers, and implement material inventory management.

  • V. Refine its own core technologies and applications, reach and create key components and equipment to construct quality intellectual property patents and deployment.

  • 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.

  • 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.

  • 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.

  • III. Management will be based on customer satisfaction; continue to invest in a prudent manner, improve profitability, and purse healthy growth.

  • 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.

  • 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.

  • 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.
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
~~n accorance w e provsons~~
~~f~~
~~Sttt~~
~~f~~
~~Aditi~~
~~o~~
~~aemen~~
~~o~~
~~ung~~
~~Stdd N 20 blihd b th~~
~~anars o. puse y e~~
~~ROC Ati Rh d~~
~~ccounng esearc an~~
~~Dlt~~
~~Fdti~~
~~eveopmen~~
~~ounaon~~
~~(fd t “ARDF”) d~~
~~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.



























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
~~repor o an exper as evence,~~
~~th CPA hll d i d~~
~~e sa o so n accorance~~
~~ith th ii f Sttt~~
~~w e provsons o aemen~~
~~f AditiStddN 20~~
~~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~~












~~puse y e ccounng~~
~~Rh~~
~~d~~
~~Dlt~~
~~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.
Paragraph 5
of Article 9
When the Company or a non-public











Newly added Amendment
made in
accordance
with the laws

domestic subsidiary engages in any

transaction described in Paragraph 2, if

the transaction amount reaches 10
percent or more of the Company’s total

assets, the Company shall submit all

documents
described
in
each
subparagraph of Paragraph 2 to the

shareholders’meeting for approval

before signing the transaction contract

or making payment. However, such

restriction shall not be applicable to

transactions between the Company and

its subsidiary or between subsidiaries.
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~~
~~; e~~
~~ii~~
~~sa compy w e~~
~~f~~
~~Sttt~~
~~f~~
~~provsons~~
~~Aditi~~
~~o~~
~~aemen~~
~~o~~
~~ung~~
~~Stdd N 20 blihd b th~~
~~anars o. puse y e~~
~~ARDF.~~
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
  • 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

  • (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.

    1. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
  • (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.

  • Paragraph 1 1. The amount of any individual 1. The amount of any individual

  • of Article 14 transaction. transaction.

    1. 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.
    1. 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

    2. within the same development project within the preceding year.

  • The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

  • (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.
  • The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

  • (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.