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LARGAN — AGM Information 2020
Jun 19, 2020
52244_rns_2020-06-19_442ea49d-d333-4c0c-841c-1944520f4e35.pdf
AGM Information
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Ticker number: 3008TT
Largan Precision Co., Ltd
2020 Annual General Shareholders’ Meeting
Meeting Agenda Handbook
(Translation)
June 10, 2020
----Disclaimer----
This is a translation of the agenda for the 2020 Annual General Shareholders’ Meeting of Largan Precision Co., Ltd. The translation is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Table of Contents
| Table of Contents | |
|---|---|
| Page Number | |
| 1. | Meeting Procedures .................................................................................................................... 1 |
| 2. | General Shareholders’ Meeting Agenda....................................................................................... 2 |
| 3. | Report Items ............................................................................................................................... 3 |
| 4. | Proposals .................................................................................................................................... 4 |
| 5. | Extemporary Motions ................................................................................................................ 4 |
| Attachments ....................................................................................................................................... 5 | |
| I. 2019 Business Report ................................................................................................. 5 |
|
| II. Supervisors' Review Report ....................................................................................... 6 |
|
| III. 2019 Independent Auditors' Report, Parent Company Only Financial Statements, and |
|
| Consolidated Financial Statements ............................................................................ 7 | |
| IV. 2019 Earnings Distribution Table ............................................................................... 23 |
|
| Appendices ....................................................................................................................................... 24 | |
| I. Articles of Incorporation ............................................................................................ 24 |
|
| II. Rules and Procedures of Shareholders' Meeting ...................................................... 31 |
|
| III. Shareholding of Directors and Supervisors .............................................................. 35 |
Largan Precision Co., Ltd. 2020 Annual General Shareholders' Meeting Procedures
-
Call Meeting to Order
-
Chairman's Address
-
Report Items
-
Proposals
-
Extemporary Motions
-
Meeting Adjourned
-1-
Largan Precision Co., Ltd. 2020 Annual General Shareholders' Meeting Agenda
Time: 9 a.m., June 10, 2020 (Wednesday)
Place: No. 300, Chenggong West Road, Wuri District, Taichung City (Nan Shan Life Insurance Company Ltd. Education & Training Center)
-
Call meeting to order (report number of shares in attendance)
-
Chairman's Address
-
Report Items
-
(1) 2019 Business Report
-
(2) 2019 Supervisors' Review Report
-
(3) 2019 Employee, Director and Supervisor Compensation Report
-
(4) 2019 Cash Dividend Earnings Distribution Report
-
Proposals
-
(1) 2019 Business Report and Financial Statements
-
(2) 2019 Earnings Distribution
-
Extemporary Motions
-
Meeting Adjourned
-2-
Report Items
-
2019 Business Report
-
Explanation: Please refer to Attachment I on page 5 of the Handbook.
-
2019 Supervisors’ Review Report
-
Explanation: Please refer to Attachment II on page 6 of the Handbook.
-
2019 Employee, Director and Supervisor Compensation Report
-
Explanation: The Company's compensation for Directors, Supervisors and employees in 2019 are distributed in accordance with the Company's Articles of Incorporation. Directors and Supervisors compensation is NT$381,593,795, and employee compensation is NT$5,087,917,271. All compensation shall be distributed in cash.
-
2019 Cash Dividend Earnings Distribution Report
-
Explanation: The Company shall distribute a total of NT$10,597,075,563 in cash dividends, at NT$79/share from the 2019 accumulated earnings available for distribution. The chairperson has been authorized by the Board of Directors to decide the ex-dividend date and other relevant issues.
-3-
Proposals
- Adoption of 2019 Business Report and Financial Statements (Proposed by the Board of Directors)
Explanation:
- (1) The Parent Company Only Financial Statements and Consolidated Financial Statements prepared and delivered by the Board of Directors have been audited by KPMG Taiwan. The Financial Statements, along with the Business Report and Earnings Distribution Table, have been reviewed and verified by the Supervisors.
-
(2) Please refer to Attachment I on page 5 of the Handbook and Attachment III on page 7-22 of the Handbook for the aforementioned Business Report, Independent Auditor's Report, and Financial Statements.
-
(3) The proposed reports and statements are submitted for adoption.
-
Resolution:
-
Adoption of 2019 Earnings Distribution (Proposed by the Board of Directors) Explanation: The Company's 2019 Earnings Distribution has been approved by the Board of Directors. Please refer to Attachment IV on page 23 of the Handbook for the detailed distribution statement.
Resolution:
Extemporary Motions
Meeting Adjourned
-4-
Attachment I
Largan Precision Co., Ltd.
2019 Business Report
In 2019, the Company's consolidated revenue amounted to NT$60,745,008 thousand and the net profit after tax amounted to NT$28,263,082 thousand. Our 2019 business results and 2020 business plan are summarized below:
-
2019 Business Report
-
(1) Business results: Largan Precision's consolidated revenue in 2019 amounted to NT$60,745,008 thousand, which was a 22% increase over NT$49,952,158 thousand in 2018. The net profit after tax was NT$28,263,082 thousand, which was a 16% increase over NT$24,369,534 thousand in 2018. The net profit per share after tax was NT$210.70.
-
(2) Financial performance and profitability: Please refer to the financial statements in the attachment for the financial overview of 2019.
-
(3) Research and development: The Company invested a total of NT$3,764,448 thousand in research and development for the current year, which was a 16% increase over NT$3,258,445 thousand in the previous year.
-
2020 Business Plan
-
(1) Business strategy: Largan Precision upholds the business philosophy of "innovation, professionalism, speed, and flexibility" and all employees continuously pursue discipline and growth in the face of a changing business environment as they commit themselves to product development and quality improvement to continuously create profit and growth.
-
(2) Production and sales forecast: The Company shall remain focused on the production and sales of mobile phone camera lenses and actively enhance manufacturing technology and output with the aim of maintaining the Company's advantages in production cost, and making overall production and sales more competitive.
-
(3) Research and development plans: The Company shall continue to conduct research and development in mobile phone camera lenses. We shall continue to expand our R&D team, product range, add new product lines, and improve the scale and quality of products. We shall also commit ourselves to the development of other product applications and improvement in manufacturing capabilities to maintain long-term competitiveness in the industry.
Largan Precision shall continue to work hard and adopt a spirit of constant innovation in the production of each product. We shall fully develop the Company's core expertise and continue to strengthen the Company's competitiveness in all respects to live up to the expectations of the shareholders and the general public. We hereby express our most sincere gratitude for the support of all our customers, suppliers, shareholders, and employees.
Chairman: En-Chou Lin Chief Executive Officer: En-Ping Lin Chief Accounting Officer: Hsing-Ju Tsao
-5-
Attachment II
Largan Precision Co., Ltd. Supervisors' Review Report
We hereby approve
The Company's 2019 Financial Statements (Parent Company Only Financial Statements and Consolidated Financial Statements) prepared and delivered by the Board of Directors have been audited by KPMG Taiwan who found them to be reasonably expressed to present the financial status, business performance, and cash flow of the Company. The Supervisors have reviewed and verified the Financial Statements along with the Business Report and earnings distribution proposal and found them to be compliant with applicable regulations. We hereby produce this report in accordance with Article 219 of the Company Act for your review.
The above is respectfully submitted to
Largan Precision 2020 Annual General Shareholders' Meeting
Largan Precision Co., Ltd.
Supervisors: Chung-Jen Liang
Tsui-Ying Chiang
Date: April 22[nd] , 2020
-6-
Attachment III
Independent Auditors’ Report
To the Board of Directors of Largan Precision Co., Ltd.:
Opinion
We have audited the financial statements of Largan Precision Co., Ltd. (the ”Company”) which comprise the balance sheets as of December 31, 2019 and 2018, the statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2019 and 2018, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Inventory valuation
Please refer to Note 4(g), Note 5(a), and Note 6(f) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for inventory valuation.
Description of key audit matter:
Inventories are stated at the lower of cost or net realizable value. With the rapid development of technology, and significant changes in market demand, the severe volatility to sales may lead to risks, wherein the costs of inventories may exceed its net realizable values. Therefore, the valuation of inventories has been identified as one of the key audit matters.
-7-
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include obtaining an inventory aging report, analyzing the movement of inventory aging and evaluating the reasonableness of the Company’ s accounting policies, such as allowance for inventory valuation and obsolescence; performing a retrospective test of the Company’s historical accuracy of judgments with reference to inventory valuation and comparing with the current period to evaluate the appropriateness of the estimation and assumptions used; examining whether the valuation of inventories are in compliance with the accounting policies of the Company; understanding the basis of the selling price the management used to ensure the reasonableness of net realizable value of inventories; reviewing sales in the subsequent period, as well as assessing the basis of the net realizable value the Company used to determine the sufficiency of allowance of inventories and whether the related disclosures are appropriate.
2. Accounts Receivable Valuation
Please refer to Note 4(f), note 5(b), and Note 6(d) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for accounts receivables valuation, respectively.
Description of key audit matter:
The Company’ s accounts receivable are concentrated within certain customers, and the determination of allowance for accounts receivable relies on the management’s subjective judgment. Therefore, the valuation of accounts receivables is one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include estimating the loss allowance of trade receivables that is based on the risk of a default occurring and the rate of expected credit loss; reviewing the historical collection records, understanding the industry economic environment and the credit risk of receivables among limited customers to evaluate whether the method of estimation, assumptions, and related disclosures are appropriate.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the supervisors) are responsible for overseeing the Company’ s financial reporting process.
-8-
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information on the investment in other entities accounted for using the equity method in order to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
-9-
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Tzu-Hsin, Chang and Shyhhuar, Kuo.
KPMG
Taipei, Taiwan (Republic of China) February 24, 2020
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
-10-
| December 31, 2018 | Amount % |
552,868 - |
846 - |
1,654,392 1 |
708,418 1 |
18,147,993 14 |
2,529 - |
4,194,745 3 |
- - |
62,584 - |
25,324,375 19 |
15,560 - |
15,560 - |
- - |
4,473 - |
97,841 - |
117,874 - |
25,442,249 19 |
1,341,402 1 |
1,341,402 1 |
1,557,011 1 |
106,503,622 80 |
(1,802,464) (1) |
(1,802,464) (1) |
107,599,571 81 |
107,599,571 81 |
133,041,820 100 |
133,041,820 100 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | Amount % |
$ 218,868 - |
702 - |
1,428,491 1 |
850,389 1 |
20,542,234 13 |
31,023 - |
4,463,182 3 |
39,801 - |
81,114 - |
27,655,804 18 |
2,626 - |
164,559 - |
4,496 - |
105,849 - |
277,530 - |
27,933,334 18 |
1,341,402 1 |
1,558,058 1 |
125,636,027 81 |
(2,141,576) (1) |
126,393,911 82 |
$ 154,327,245 100 |
||||||||||||||||
| LARGAN PRECISION CO., LTD. | Balance Sheets | December 31, 2019 and 2018 | (Expressed in Thousands of New Taiwan Dollars) | December 31, 2019 December 31, 2018 |
Assets Amount % Amount % Liabilities and Equity |
Current assets: Current liabilities: |
Cash and cash equivalents (Note6(a) and (v)) $ 62,938,692 41 56,224,190 42 2100 Short-term borrowings (Note6(l) and (v)) |
Current financial assets at fair value through profit or loss (Note6(b) and (v)) 7,067,853 5 1,291,809 1 2150 Notes payable (Note6(v)) |
Current financial assets at fair value through other comprehensive income 2170 Accounts payable (Note6(v)) |
(Note6(c) and (v)) 17,609 - 23,389 - 2180 Accounts payable to related parties (Note6(v) and7) |
Notes receivable, net (Note6(d) and (v)) 3,110 - 3 - 2200 Other payables (Note6(p) and (v)) |
Accounts receivable, net (Note6(d) and (v)) 2,940,690 2 2,639,484 2 2220 Other payables to related parties (Note6(v) and7) |
Accounts receivable from related parties, net (Note6(d)、(v) and7) 11,614,923 7 7,716,994 6 2230 Current tax liabilities |
Other receivables (Note6(e)、(v)) 293,941 - 213,210 - 2280 Current lease liabilities (Note6(m) and (v)) |
Other receivables from related parties (Note6(e)、(v) and7) 4,015,469 3 68,234 - 2300 Other current liabilities |
Inventories (Note6(f)) 3,200,748 2 3,460,712 3 |
Other current assets (Note(k)、(v) and8) 265,288 - 553,490 - Non-Current liabilities: |
92,358,323 60 72,191,515 54 2570 Deferred tax liabilities (Note6(o)) |
Non-current assets: 2580 Non-current lease liabilities (Note6(m) and (v)) |
Investments accounted for using equity method (Note6(g)) 20,309,368 13 30,107,282 23 2600 Other non-current liabilities (Note6(v)) |
Property, plant and equipment (Note6(h)) 32,286,239 21 27,487,598 21 2640 Net defined benefit liabilities (Note6(n)) |
Right-of-use assets (Note6(i)) 205,077 - - - |
Intangible assets (Note6(j)) 101,741 - 80,345 - Total liabilities |
Deferred tax assets (Note6(o)) 478,473 - 402,872 - Equity attributable to owners of parent: (Note6(q)) |
Other non-current assets (Note6(k)、(v) and 8) 8,588,024 6 2,772,208 2 3110 Share capital |
61,968,922 40 60,850,305 46 3200 Capital surplus |
3300 Retained earnings |
3400 Other equity |
Total assets $ 154,327,245 100 133,041,820 100 Total equity attributable to owners of parent Total liabilities and equity |
||||||||||
| 1100 | 1110 | 1120 | 1150 | 1170 | 1180 | 1200 | 1210 | 1310 | 1470 | 1550 | 1600 | 1755 | 1780 | 1840 | 1900 |
-11-
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Operating revenues (Note6(s) and 7) 5000 Operating costs (Note6(f)、(n)、(t) and 7) 5910 Realized (unrealized) profit from sales 5900 Gross profit from operations 6000 Operating expenses (Note6(n)、(t) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses Total operating expenses 6900 Operating income 7000 Non-operating income and expenses: 7010 Other income (Note6(u) and 7) 7020 Other gains and losses (Note6(u) and 7) 7050 Finance costs (Note6(m) and (u)) 7060 Share of profit (losses) of associates accounted for using equity method 7900 Profit before income tax 7950 Less: Income tax expenses (Note6(o)) Profit for the period 8300 Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurements of defined benefit obligation 8316 Unrealized losses on investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income (loss) for the period, net of tax 8500 Total comprehensive income for the period Earnings per share (NT dollars) (Note6(r)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2019 Amount % $ 58,681,535 100 18,755,229 32 39,926,306 68 363,812 1 40,290,118 69 344,301 1 1,240,496 2 3,759,496 6 5,344,293 9 34,945,825 60 815,689 1 (1,604,169) (3) (2,723) - 1,773,786 3 982,583 1 35,928,408 61 7,665,326 13 28,263,082 48 (9,144) - (25,084) - - - (34,228) - (314,028) (1) - - (314,028) (1) (348,256) (1) $ 27,914,826 47 $ 210.70 $ 208.79 |
2018 |
|---|---|---|
| Amount % 47,178,620 100 14,668,012 31 32,510,608 69 (119,881) - 32,390,727 69 287,239 1 1,084,235 2 3,252,847 7 4,624,321 10 27,766,406 59 623,077 1 374,959 1 - - 2,149,295 5 3,147,331 7 30,913,737 66 6,544,203 14 24,369,534 52 (12,995) - (51,935) - - - (64,930) - 622,277 1 - - 622,277 1 557,347 1 24,926,881 53 181.67 |
||
| 180.05 |
See accompanying notes to parent company only financial statements.
-12-
| Total equity | 92,397,231 | - | 92,397,231 | 92,397,231 | - | - | (9,725,164) | (9,725,164) | (9,725,164) | (9,725,164) | 623 | 24,369,534 | 557,347 | 557,347 | 24,926,881 | 24,926,881 | - | 107,599,571 | 107,599,571 | - | 107,599,571 | 107,599,571 | - | - | (9,121,533) | (9,121,533) | (9,121,533) | (9,121,533) | 1,047 | 1,047 | 28,263,082 | (348,256) | (348,256) | 27,914,826 | 27,914,826 | 126,393,911 | 126,393,911 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | (2,370,825) | (1,967) | (2,372,792) | - | - | - | - | - | - | 570,342 | 570,342 | (14) | (1,802,464) | (1,802,464) | - | (1,802,464) | - | - | - | - | - | - | (339,112) | (339,112) | (2,141,576) | |||||||||||||||||||||||||||||||||
| Other equity interest | Unrealized | gains | (losses) on | financial assets | measured at Unrealized |
fair value gains (losses) |
through other on available- |
comprehensive for-sale |
income financial assets |
- (945) |
(2,912) 945 |
(2,912) - |
- - |
- - |
- - |
- - |
- - |
- - |
(51,935) - |
(51,935) - |
(14) - |
(54,861) - |
(54,861) - |
- - |
(54,861) - |
- - |
- - |
- - |
- - |
- - |
- - |
(25,084) - |
(25,084) - |
(79,945) - |
||||||||||||||||||||||||
| LARGAN PRECISION CO., LTD. | Statements of Changes in Equity | For the years ended December 31, 2019 and 2018 | (Expressed in Thousands of New Taiwan Dollars) | Retained earnings | Exchange | differences on | translation of | Unappropriated foreign |
Share Capital Legal Special retained financial |
Capital surplus reserve reserve earnings Total statements |
1,341,402 1,556,388 10,985,257 486,837 80,398,172 91,870,266 (2,369,880) |
- - - - 1,967 1,967 - |
1,341,402 1,556,388 10,985,257 486,837 80,400,139 91,872,233 (2,369,880) |
- - 2,597,562 - (2,597,562) - - |
- - - 1,883,988 (1,883,988) - - |
- - - - (9,725,164) (9,725,164) - |
- - 2,597,562 1,883,988 (14,206,714) (9,725,164) - |
- 623 - - - - - |
- - - - 24,369,534 24,369,534 - |
- - - - (12,995) (12,995) 622,277 |
- - - - 24,356,539 24,356,539 622,277 |
- - - - 14 14 - |
1,341,402 1,557,011 13,582,819 2,370,825 90,549,978 106,503,622 (1,747,603) |
1,341,402 1,557,011 13,582,819 2,370,825 90,549,978 106,503,622 (1,747,603) |
- - - - - - - |
1,341,402 1,557,011 13,582,819 2,370,825 90,549,978 106,503,622 (1,747,603) |
- - 2,436,954 - (2,436,954) - - |
- - - (568,361) 568,361 - - |
- - - - (9,121,533) (9,121,533) - |
- - 2,436,954 (568,361) (10,990,126) (9,121,533) - |
- 1,047 - - - - - |
- - - - 28,263,082 28,263,082 - |
- - - - (9,144) (9,144) (314,028) |
- - - - 28,253,938 28,253,938 (314,028) |
1,341,402 1,558,058 16,019,773 1,802,464 107,813,790 125,636,027 (2,061,631) |
|||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2018 | Effects of retrospective application | Balance of January 1, 2018 after adjustments | Appropriation and distribution of retained earnings: | Legal reserve | Special reserve | Cash dividends of common stock | Other changes in capital surplus | Profit for the period | Other comprehensive income for the period | Total comprehensive income for the period | Disposal of investments in equity instruments designated at fair | value through other comprehensive income | Balance at December 31, 2018 | Balance at January 1, 2019 | Effect of retrospective application | Balance of January 1, 2019 after adjustments | Appropriation and distribution of retained earnings: | Legal reserve | Special reserve | Cash dividends of common stock | Other changers in capital surplus | Profit for the period | Other comprehensive income for the period | Total comprehensive income for the period | Balance at December 31, 2019 |
-13-
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars)
| 2019 | 2018 | ||
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit before income tax | $ | 35,928,408 | 30,913,737 |
| Adjustments: | |||
| Adjustments to reconcile profit (loss): | |||
| Depreciation expense | 3,679,906 | 2,766,307 | |
| Amortization expense | 72,178 | 61,476 | |
| Interest expense | 2,723 | - | |
| Interest income | (803,220) | (613,196) | |
| Share of profit of subsidiaries accounted for using equity method | (1,773,786) | (2,149,295) | |
| Losses on disposal of property, plant and equipment | 3,050 | 1,618 | |
| Property, plant and equipment transferred to expenses | 188 | 1,072 | |
| (Realized) unrealized profit from sales | (363,812) | 119,881 | |
| Unrealized foreign exchange (profit) loss | (24,751) | 38,279 | |
| Total adjustments to reconcile profit | 792,476 | 226,142 | |
| Changes in operating assets and liabilities: | |||
| Changes in operating assets: | |||
| (Increase) decrease in financial assets mandatorily measured at fair value through profit | |||
| or loss | (5,776,044) | 680,158 | |
| Increase in notes receivable | (3,107) | (3) | |
| (Increase) decrease in accounts receivable (including from related parties) | (4,199,135) | 1,124,669 | |
| Decrease (Increase) in inventories: | 259,964 | (1,527,378) | |
| Decrease (increase) in other current assets | 850,468 | (409,355) | |
| Total changes in operating assets | (8,867,854) | (131,909) | |
| Changes in operating liabilities: | |||
| Decrease notes payable | (144) | (1,500) | |
| Decrease in accounts payable (including to related parties) | (83,930) | (1,436,175) | |
| Increase in other current liabilities | 2,643,507 | 2,108,116 | |
| Decrease in net defined benefit liabilities | (1,136) | (5,595) | |
| Total changes in operating liabilities | 2,558,297 | 664,846 | |
| Total changes in operating assets and liabilities | (6,309,557) | 532,937 | |
| Cash inflow generated from operations | 30,411,327 | 31,672,816 | |
| Interest received | 789,013 | 567,647 | |
| Interest paid | (2,723) | - | |
| Income taxes paid | (7,682,587) | (6,205,748) | |
| Net cash flows from operating activities | 23,515,030 | 26,034,715 | |
| Cash flows from investing activities: | |||
| Proceeds from disposal of financial assets at fair value through other comprehensive income | - | 1,233 | |
| Acquisition of investments accounted for using equity method | (15,000) | (8,800) | |
| Acquisition of property, plant and equipment | (8,472,493) | (6,398,078) | |
| Proceeds from disposal of property, plant and equipment | 1,655 | 111 | |
| Decrease (increase) in refundable deposits | 394,355 | (396,100) | |
| Increase in other non-current assets | (6,210,171) | (99,718) | |
| Acquisition of intangible assets | (62,280) | (47,712) | |
| Dividends received | 7,041,101 | - | |
| Net cash flows used in investing activities | (7,322,833) | (6,949,064) | |
| Cash flows from financing activities: | |||
| (Decrease) increase in short-term borrowings | (318,099) | 137,000 | |
| Increase in guarantee deposits received | 23 | 1,294 | |
| Payment of lease liabilities | (39,133) | - | |
| Cash dividend paid | (9,121,533) | (9,725,164) | |
| Overdue dividend transferred to capital surplus | 1,047 | 623 | |
| Net cash flows used in financing activities | (9,477,695) | (9,586,247) | |
| Net increase in cash and cash equivalents | 6,714,502 | 9,499,404 | |
| Cash and cash equivalents at beginning of period | 56,224,190 | 46,724,786 | |
| Cash and cash equivalents at end of period | $ | 62,938,692 | 56,224,190 |
See accompanying notes to parent company only financial statements.
-14-
Independent Auditors’ Report
To the Board of Directors of Largan Precision Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Largan Precision Co., Ltd. (the ”Company”) and its subsidiaries (the” Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“ the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Inventory valuation
Please refer to Note 4(h), Note 5(a), and Note 6(f) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for inventory valuation.
-15-
Description of key audit matter:
Inventories are stated at the lower of cost or net realizable value. With the rapid development of technology, and significant changes in market demand, the severe volatility to sales may lead to risks, wherein the costs of inventories may exceed its net realizable values. Therefore, the valuation of inventories has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include obtaining an inventory aging report, analyzing the movement of inventory aging and evaluating the reasonableness of the Group’ s accounting policies, such as allowance for inventory valuation and obsolescence; performing a retrospective test of the Group’s historical accuracy of judgments with reference to inventory valuation and comparing with the current period to evaluate the appropriateness of the estimation and assumptions used; examining whether the valuation of inventories are in compliance with the accounting policies of the Group; understanding the basis of the selling price the management used to ensure the reasonableness of net realizable value of inventories; reviewing sales in the subsequent period, as well as assessing the basis of the net realizable value the Group used to determine the sufficiency of allowance of inventories and whether the related disclosures are appropriate.
2. Accounts Receivable Valuation
Please refer to Note 4(g), Note 5(b), and Note 6(d) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for accounts receivables valuation, respectively.
Description of key audit matter:
The Group’ s accounts receivable are concentrated within certain customers, and the determination of allowance for accounts receivable relies on the management’s subjective judgment. Therefore, the valuation of accounts receivables is one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures include estimating the loss allowance of accounts receivable that is based on the risk of a default occurring and the rate of expected credit loss; reviewing the historical collection records, understanding the industry economic environment and the credit risk of receivables among limited customers to evaluate whether the method of estimation, assumptions, and related disclosures are appropriate.
Other Matter
The Company has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2019 and 2018, on which we have issued an unqualified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
-16-
Those charged with governance (including the supervisors) are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
-17-
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Tzu-Hsin, Chang and Shyhhuar, Kuo.
KPMG
Taipei, Taiwan (Republic of China) February 24, 2020
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
-18-
| December 31, 2018 | Amount % |
552,868 1 |
846 - |
1,794,692 1 |
10,469 - |
18,266,827 14 |
540 - |
4,241,295 3 |
- - |
63,442 - |
24,930,979 19 |
15,560 - |
15,560 - |
- - |
4,473 - |
97,841 - |
117,874 - |
25,048,853 19 |
1,341,402 1 |
1,341,402 1 |
1,557,011 1 |
106,503,622 80 |
(1,802,464) (1) |
(1,802,464) (1) |
107,599,571 81 |
107,599,571 81 |
132,648,424 100 |
132,648,424 100 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | Amount % |
$ 218,868 - |
702 - |
1,484,851 1 |
4,664 - |
20,705,383 14 |
14,582 - |
4,599,350 3 |
39,801 - |
81,956 - |
27,150,157 18 |
2,626 - |
164,559 - |
4,496 - |
105,849 - |
277,530 - |
27,427,687 18 |
1,341,402 1 |
1,558,058 1 |
125,636,027 81 |
(2,141,576) (1) |
126,393,911 82 |
$ 153,821,598 100 |
|||||||||||||||||
| (English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) | LARGAN PRECISION CO., LTD. AND SUBSIDIARIES | Consolidated Balance Sheets | December 31, 2019 and 2018 | (Expressed in Thousands of New Taiwan Dollars) | December 31, 2019 December 31, 2018 |
Assets Amount % Amount % Liabilities and Equity |
Current assets: Current liabilities: |
Cash and cash equivalents (Note 6(a) and (v)) $ 84,920,560 55 83,403,426 62 2100 Short-term borrowings (Note 6(l) and (v)) |
Current financial assets at fair value through profit or loss(Note 6(b) and (v)) 7,067,853 5 1,291,809 1 2150 Notes payable (Note 6(v)) |
Current financial assets at fair value through other comprehensive income 2170 Accounts payable (Note 6(v)) |
(Note 6(c) and (v)) 113,051 - 139,944 - 2180 Accounts payable to related parties (Note 6(v) and7) |
Notes receivable, net (Note 6(d) and (v)) 17,661 - 827,521 1 2200 Other payables (Note 6(p) and (v)) |
Accounts receivable, net (Note 6(d) and (v)) 15,195,892 10 10,646,493 8 2220 Other payables to related parties (Note 6(v) and7) |
Accounts receivable from related parties, net (Note 6(d) and (v) and 7) 7,682 - 12,596 - 2230 Current tax liabilities |
Other receivables (Note 6(e) and (v)) 395,506 - 468,095 1 2280 Current lease liabilities (Note 6 (m) and (v)) |
Other receivables from related parties (Note 6(e) and (v) and7) 13,230 - 15,638 - 2300 Other current liabilities |
Current tax assets - - 9,661 - |
Inventories (Note 6(f)) 3,631,102 3 3,893,350 2 Non-Current liabilities: |
Other current assets (Note 6 (k)、(v) and 8) 267,523 - 597,812 1 2570 Deferred tax liabilities (Note 6(o)) |
111,630,060 73 101,306,345 76 2580 Non-current lease liabilities (Note 6(m) and (v)) |
Non-current assets: 2600 Other non-current liabilities (Note 6(v)) |
Investments accounted for using equity method (Note 6(g)) 229,512 - 209,445 - 2640 Net defined benefit liabilities (Note 6(n)) |
Property, plant and equipment (Note 6(h)) 32,573,230 21 27,850,051 21 |
Right-of-use assets (Note 6(i)) 217,758 - - - Total liabilities |
Intangible assets (Note 6(j)) 101,741 - 80,566 - Equity: |
Deferred tax assets (Note 6(o)) 478,473 - 402,872 1 Equity attributable to owners of parent: (Note 6(q)) |
Other non-current assets (Note 6(k)、(v) and8) 8,590,824 6 2,799,145 2 3110 Share capital |
42,191,538 27 31,342,079 24 3200 Capital surplus |
3300 Retained earnings |
3400 Other equity interest |
Total assets $ 153,821,598 100 132,648,424 100 Total equity attributable to owners of parent Total liabilities and equity |
|||||||||
| 1100 | 1110 | 1120 | 1150 | 1170 | 1180 | 1200 | 1210 | 1220 | 1310 | 1470 | 1550 | 1600 | 1755 | 1780 | 1840 | 1900 |
-19-
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Operating revenues (Note 6(s) and 7) 5000 Operating costs (Note 6(f)、(n)、(t) and 7) 5910 Realized (unrealized) profit from sales 5900 Gross profit from operations 6000 Operating expenses (Note 6(n)、(t) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses Total operating expenses 6900 Operating income 7000 Non-operating income and expenses: 7010 Other income (Note 6(u) and 7) 7020 Other gains and losses (Note 6(u) and 7) 7050 Finance costs (Note 6(m) and (u)) 7060 Share of profit (losses) of associates accounted for using equity method (Note 6(g)) 7900 Profit before income tax 7950 Less: Income tax expenses (Note 6(o)) Profit for the period 8300 Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurements of defined benefit obligation 8316 Unrealized losses on investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income (loss) for the period, net of tax 8500 Total comprehensive income for the period Earnings per share (NT dollars) (Note 6(r)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2019 Amount % $ 60,745,008 100 18,823,588 31 41,921,420 69 19,200 - 41,940,620 69 407,399 1 1,269,436 2 3,764,448 6 5,441,283 9 36,499,337 60 1,591,936 3 (1,536,000) (3) (2,723) - 26,305 - 79,518 - 36,578,855 60 8,315,773 13 28,263,082 47 (9,144) - (25,084) - - - (34,228) - (314,028) (1) - - (314,028) (1) (348,256) (1) $ 27,914,826 46 $ 210.70 $ 208.79 |
2018 |
|---|---|---|
| Amount % 49,952,158 100 15,594,576 31 34,357,582 69 (6,107) - 34,351,475 69 353,440 1 1,127,650 2 3,258,445 7 4,739,535 10 29,611,940 59 1,192,752 2 343,583 1 - - 47,596 - 1,583,931 3 31,195,871 62 6,826,337 13 24,369,534 49 (12,995) - (51,935) - - - (64,930) - 622,277 1 - - 622,277 1 557,347 1 24,926,881 50 181.67 |
||
| 180.05 |
See accompanying notes to consolidated financial statements.
-20-
| Total equity | attributable to | owners of | parent | 92,397,231 | - | 92,397,231 | 92,397,231 | - | - | (9,725,164) | (9,725,164) | (9,725,164) | (9,725,164) | 623 | 24,369,534 | 557,347 | 557,347 | 24,926,881 | 24,926,881 | - | 107,599,571 | 107,599,571 | - | 107,599,571 | 107,599,571 | - | - | (9,121,533) | (9,121,533) | (9,121,533) | (9,121,533) | 1,047 | 1,047 | 28,263,082 | (348,256) | (348,256) | 27,914,826 | 27,914,826 | 126,393,911 | 126,393,911 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | (2,370,825) | (1,967) | (2,372,792) | - | - | - | - | - | - | 570,342 | 570,342 | (14) | (1,802,464) | (1,802,464) | - | (1,802,464) | - | - | - | - | - | - | (339,112) | (339,112) | (2,141,576) | |||||||||||||||||||||||||||||||||||
| Other equity interest | Unrealized | gains | (losses) on | financial assets | measured at Unrealized |
fair value gains (losses) |
through other on available- |
comprehensive for-sale |
income financial assets |
- (945) |
(2,912) 945 |
(2,912) - |
- - |
- - |
- - |
- - |
- - |
- - |
(51,935) - |
(51,935) - |
(14) - |
(54,861) - |
(54,861) - |
- - |
(54,861) - |
- - |
- - |
- - |
- - |
- - |
- - |
(25,084) - |
(25,084) - |
(79,945) - |
||||||||||||||||||||||||||
| (English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) | LARGAN PRECISION CO., LTD. AND SUBSIDIARIES | Consolidated Statements of Changes in Equity | For the years ended December 31, 2019 and 2018 | (Expressed in Thousands of New Taiwan Dollars) | Equity attributable to owners of parent | Retained earnings | Exchange | differences on | translation of | Unappropriated foreign |
Share Capital Legal Special retained financial |
Capital surplus reserve reserve earnings Total statements |
1,341,402 1,556,388 10,985,257 486,837 80,398,172 91,870,266 (2,369,880) |
- - - - 1,967 1,967 - |
1,341,402 1,556,388 10,985,257 486,837 80,400,139 91,872,233 (2,369,880) |
- - 2,597,562 - (2,597,562) - - |
- - - 1,883,988 (1,883,988) - - |
- - - - (9,725,164) (9,725,164) - |
- - 2,597,562 1,883,988 (14,206,714) (9,725,164) - |
- 623 - - - - - |
- - - - 24,369,534 24,369,534 - |
- - - - (12,995) (12,995) 622,277 |
- - - - 24,356,539 24,356,539 622,277 |
- - - - 14 14 - |
1,341,402 1,557,011 13,582,819 2,370,825 90,549,978 106,503,622 (1,747,603) |
1,341,402 1,557,011 13,582,819 2,370,825 90,549,978 106,503,622 (1,747,603) |
- - - - - - - |
1,341,402 1,557,011 13,582,819 2,370,825 90,549,978 106,503,622 (1,747,603) |
- - 2,436,954 - (2,436,954) - - |
- - - (568,361) 568,361 - - |
- - - - (9,121,533) (9,121,533) - |
- - 2,436,954 (568,361) (10,990,126) (9,121,533) - |
- 1,047 - - - - - |
- - - - 28,263,082 28,263,082 - |
- - - - (9,144) (9,144) (314,028) |
- - - - 28,253,938 28,253,938 (314,028) |
1,341,402 1,558,058 16,019,773 1,802,464 107,813,790 125,636,027 (2,061,631) |
|||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2018 | Effects of retrospective application | Balance of January 1, 2018 after adjustments | Appropriation and distribution of retained earnings: | Legal reserve | Special reserve | Cash dividends of common stock | Other changes in capital surplus | Profit for the period | Other comprehensive income for the period | Total comprehensive income for the period | Disposal of investments in equity instruments designated at fair | value through other comprehensive income | Balance at December 31, 2018 | Balance at January 1, 2019 | Effect of retrospective application | Balance of January 1, 2019 after adjustments | Appropriation and distribution of retained earnings: | Legal reserve | Special reserve | Cash dividends of common stock | Other changes in capital surplus | Profit for the period | Other comprehensive income for the period | Total comprehensive income for the period | Balance at December 31, 2019 |
-21-
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars)
| (Expressed in Thousands of New Taiwan Dolla | rs) | ||
|---|---|---|---|
| 2019 | 2018 | ||
| Cash flows from operating activities: | |||
| Profit before income tax | $ | 36,578,855 | 31,195,871 |
| Adjustments: | |||
| Adjustments to reconcile profit (loss): | |||
| Depreciation expense | 3,738,701 | 2,833,776 | |
| Amortization expense | 72,220 | 61,692 | |
| Interest expense | 2,723 | - | |
| Interest income | (1,579,468) | (1,182,871) | |
| Share of profit of associates accounted for using equity method | (26,305) | (47,596) | |
| Losses on disposal of property, plant and equipment | 5,176 | 22,971 | |
| Property, plant and equipment transferred to expenses | 188 | 1,072 | |
| Losses on disposal of intangible assets | 184 | - | |
| (Realized) unrealized profit from sales | (19,200) | 6,107 | |
| Unrealized foreign exchange (profit) loss | (24,751) | 38,279 | |
| Total adjustments to reconcile profit | 2,169,468 | 1,733,430 | |
| Changes in operating assets and liabilities: | |||
| Changes in operating assets: | |||
| (Increase) decrease in financial assets mandatorily measured at fair value through profit | |||
| or loss | (5,776,044) | 680,158 | |
| Decrease (increase) in notes receivable | 809,860 | (93,485) | |
| (Increase) decrease in accounts receivable (including from related parties) | (4,544,485) | 3,775,233 | |
| Decrease (increase) in inventories | 262,248 | (1,316,518) | |
| Decrease (increase) in other current assets | 418,598 | (510,642) | |
| Decrease in other operating assets | - | 494 | |
| Total changes in operating assets | (8,829,823) | 2,535,240 | |
| Changes in operating liabilities: | |||
| Decrease in notes payable | (144) | (1,500) | |
| Decrease in accounts payable (including to related parties) | (315,646) | (366,445) | |
| Increase in other current liabilities | 2,700,843 | 1,911,157 | |
| Decrease in net defined benefit liabilities | (1,136) | (5,595) | |
| Total changes in operating liabilities | 2,383,917 | 1,537,617 | |
| Total changes in operating assets and liabilities | (6,445,906) | 4,072,857 | |
| Cash inflow generated from operations | 32,302,417 | 37,002,158 | |
| Interest received | 1,563,771 | 1,096,612 | |
| Interest paid | (2,723) | - | |
| Income taxes paid | (8,233,755) | (6,507,317) | |
| Net cash flows from operating activities | 25,629,710 | 31,591,453 | |
| Cash flows from investing activities: | |||
| Acquisition of financial assets at fair value through other comprehensive income | - | (154,386) | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | - | 1,233 | |
| Acquisition of investments accounted for using equity method | - | (8,800) | |
| Acquisition of property, plant and equipment | (8,495,683) | (6,412,320) | |
| Proceeds from disposal of property, plant and equipment | 3,508 | 640 | |
| Decrease (increase) in refundable deposits | 394,369 | (395,839) | |
| Increase in other non-current assets | (6,199,706) | (112,983) | |
| Acquisition of intangible assets | (62,280) | (47,712) | |
| Dividends received | 26,636 | - | |
| Net cash flows used in investing activities | (14,333,156) | (7,130,167) | |
| Cash flows from financing activities: | |||
| (Decrease) Increase in short-term borrowings | (318,099) | 137,000 | |
| Increase in guarantee deposits received | 23 | 1,216 | |
| Payment of lease liabilities | (39,133) | - | |
| Cash dividend paid | (9,121,533) | (9,725,164) | |
| Overdue dividend transferred to capital surplus | 1,047 | 623 | |
| Net cash flows used in financing activities | (9,477,695) | (9,586,325) | |
| Effect of exchange rate changes on cash and cash equivalents | (301,725) | 632,457 | |
| Net increase in cash and cash equivalents | 1,517,134 | 15,507,418 | |
| Cash and cash equivalents at beginning of period | 83,403,426 | 67,896,008 | |
| Cash and cash equivalents at end of period | $ | 84,920,560 | 83,403,426 |
See accompanying notes to consolidated financial statements.
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Attachment IV
Largan Precision Co., Ltd. 2019 Earnings Distribution Table
Unit: NT$
| Item | Amount | Amount |
|---|---|---|
| Subtotal | Total | |
| Opening balance | 79,559,852,159 | |
| Less: Remeasurements of defined benefit plans |
(9,143,689) | |
| Opening balance after adjustment | 79,550,708,470 | |
| Plus: Net income after tax for the currentyear | 28,263,082,170 | |
| Less: Appropriation for legal reserve | (2,826,308,217) | |
| Less: Appropriation for special reserve | (339,111,747) | |
| Earnings available for distribution | 104,648,370,676 | |
| Distribution items: | ||
| Less: Shareholders’ dividends- cash ($79 per share) |
(10,597,075,563) | |
| Unappropriated retained earnings at the | 94,051,295,113 | |
| end of theperiod |
Chairman: En-Chou Lin Chief Executive Officer: En-Ping Lin Chief Accounting Officer: Hsing-Ju Tsao Note: The Company’s 2019 earnings shall be distributed first.
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Appendix
Appendix I
Largan Precision Co., Ltd. Articles of Incorporation
Chapter 1 General Provisions
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Article 1: The Company is incorporated as a company limited by shares under the Company Act of the Republic of China, and its name is 大立光電股份有限公司. The Company's name in English is Largan Precision Co., Ltd.
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Article 2: The Company engages in the following businesses:
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CE01010 Photographic and optical equipment manufacturing.
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CQ01010 Die manufacturing.
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F601010 Intellectual property
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F113030 Wholesale of precision instruments
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F401010 International trade.
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I501010 Product designing
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CF01011 Medical materials and equipment manufacturing.
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ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 2-1: The total amount of the Company's investments in other entities may exceed 40% of its paid-in capital., and is not subject to the restriction of total investment amount stipulated in Article 13 of the Company Act.
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Article 2-2: The Company may provide guarantees for companies in the same industry specified above, and provide endorsement and guarantee for loans funded from government authorities and financial institutions when necessary for its operations.
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Article 3: The Company's head office is established in Taichung City. When necessary, the Company may establish branch offices domestically or overseas, subject to resolution by its Board of Directors.
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Article 4: The Company's public announcements shall be made pursuant to Article 28 of the Company Act.
Chapter 2 Shares
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Article 5: The total capital stock of the Company is in the amount of two billion New Taiwan Dollars (NT$2,000,000,000) divided into 200 million (200,000,000) common shares, at a par value of Ten New Taiwan Dollars (NT$10) each. The Board of Directors is authorized to issue the shares in multiple installments.
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A total of NT$100,000,000 totaling 10 million (10,000,000) shares of the aforementioned capital shall be reserved for the issuance of employee stock options at NT$10 per share, and may be issued in installments upon resolution by the Board of Directors.
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Article 6: The Company's share certificates shall be name bearing, and registered, signed or sealed by the Chairman of the Board and at least two Directors. The share certificates shall be affixed with the Company's logo, numbered, and issued after certification by the competent authority.
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The Company may be exempted from printing share certificates for the shares issued. The Company not printing its share certificate shall register the issued stock with the securities depository and custodian institution. Requirements in the two preceding paragraphs shall not apply.
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Article 7: The Company shall administer all shareholder services in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" and related regulations.
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Article 8: In the event of reissue of share certificates due to loss or damage, the Company may charge a fee to cover the cost and the applicable stamp duty.
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Article 9: Share transfer registration shall be suspended 60 days prior to the convening date of a regular shareholders' meeting, or 30 days prior to the convening date of a special shareholders' meeting, or 5 days prior to the record date on which dividends, bonuses or other benefits are scheduled for distribution by the Company.
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Article 9-1: Transfer of shares to employees at prices below the Company's actual average repurchase price or issue of employee stock options below the market price (net worth per share) are subject to a shareholders' meeting resolution and must be resolved with the presence of shareholders representing more than one- half of the total number of outstanding shares, and voted in favor by more than two-thirds of votes present.
Chapter 3 Shareholders’ Meeting
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Article 10: Shareholders’ meeting shall be of two types: general meetings and special meetings. General shareholders’ meetings are convened annually within six months after the end of each fiscal year. Special meetings shall be convened according to the law when necessary. The notice for convening a shareholders' meeting shall be given to each shareholders 30 days before a general meeting and 15 days before a special meeting. The date, location, and purpose of the meeting shall be notified to all shareholders. The notices for the shareholders' meeting prescribed in the preceding paragraph may be distributed in electronic form, subject to agreement by the recipient thereof.
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Article 11: A shareholder who cannot attend a shareholders' meeting may appoint a proxy to attend on his/her behalf by executing a power of attorney in accordance with Article 177 of the Company Act.
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Article 12: Where a shareholders' meeting is convened by the Board of Directors, the meeting shall be presided over by the Chairman of the Board. In case of his absence, the Chairman shall designate a Director to act on his behalf. In the absence of such designation, the Directors shall elect one person from among themselves to serve as chairman of the meeting.
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For shareholders' meetings convened by any other person having the convening right other than the Board of Directors, he/she will act as the chairman of that meeting, however, if there are two or more persons having the convening right, the chairman of the meeting shall by elected from among themselves.
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Article 13: All shareholders are entitled to one vote for each share held, except for shares that have no voting power under the circumstances stipulated in Article 179 of the Company Act.
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Article 14: Unless otherwise provided for in the Company Act, a resolution shall be adopted if voted in favor by a majority of votes by attending shareholders representing more than one-half of the total number of voting shares.
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Article 15: Resolutions made during the shareholders' meeting shall be recorded in the minutes in accordance with Article 183 of the Company Act.
Chapter 4 Directors and Supervisors
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Article 16: The Company shall have seven to nine Directors and two to three Supervisors elected at the shareholders' meeting from any individual with legal capacity. The term of office for Directors and Supervisors shall be three years and all shall be eligible for re-election. The total proportion of shares held by all Directors and Supervisors of the Company shall be subject to regulations prescribed by the securities authority.
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The Company shall have, among the aforementioned Directors, at least two independent Directors, and the number of Independent Directors shall not be less than one-fifth of the total number of Directors. The Company's Directors and Supervisors shall be elected by the shareholders from among the nominees listed in the roster of candidates based on a candidate nomination system.
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The "Directors" referred to in these Articles of Incorporation include Independent Directors.
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The candidate nomination system shall be implemented in accordance with Article 192-1 and Article 216-1 of the Company Act.
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Article 16-1: Meetings of the Board of Directors shall be convened quarterly and Directors and Supervisors shall be notified of the purpose of the meeting at least seven days in advance. A meeting may be convened at any time in case of urgent circumstances. The notice for a Board of Directors meeting may be made in writing, or by facsimile, email, or other methods.
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Article 17: In the case that the number of vacancies on the Board of Directors reaches one-third of the total number of Directors, or that all Supervisors are discharged, then the Board of Directors shall convene, within 60 days, a special shareholders’ meeting to elect succeeding Directors or Supervisors to fill such vacancies; the term of office of the newly elected members shall be the same as remaining term of the predecessor.
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Article 18: In case election of the Board of Directors cannot be completed before the expiration of the term of office, the term of office for the existing Directors and Supervisors shall be extended until the new Directors and Supervisors elect assume office.
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Article 19: The Board of Directors shall be formed by the Directors. The Chairman and Vice Chairman shall be elected by a majority of votes in a meeting attended by over two-thirds of the Directors. The Board of Directors shall execute all matters of the Company in accordance with applicable laws, regulations, these Articles of Incorporation, and resolutions adopted at shareholders' meeting and by the Board of Directors.
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Article 20: The Company's business strategies and other important matters shall be decided by resolutions adopted by the Board of Directors. The first meeting of the Board of Directors for each new term shall be convened in accordance with Article 203 of the Company Act. Other meetings shall be convened and presided over by the Chairman. If the Chairman is unable to perform his/her duties, the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is also unavailable or unable to perform his/her duties, the Chairman shall designate one of the Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting Chairman of the Board of Directors.
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Article 21: Unless otherwise provided for in the Company Act, the adoption of a resolution at a Board of Directors meeting shall require a majority vote in favor of the resolution by more than one-half of the Directors in attendance of the meeting. If a Director is unable to attend a meeting, he/she may appoint another Director to attend the meeting on his/her behalf by completing the Company's proxy form, specifying the scope of authority with respect to the subjects to be discussed at the meeting. Each Director may act as a proxy for one other Director only.
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Article 22: Resolutions adopted at the meeting of the Board of Directors shall be recorded in the minutes and signed or sealed by the Chairman. The minutes shall be distributed to each Director within 20 days after the meeting. The minutes shall include a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept by the Company along with the attendance list with signatures of the Directors in attendance and the proxy authorization forms for proxy attendees.
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Article 23: Supervisors of the Company shall exercise their right of supervision individually in accordance with applicable regulation. They may also attend the Board of Director meeting but are not eligible to vote.
Article 23-1: Directors and Supervisors of the Company shall be entitled to remuneration for their
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duties regardless of profit or loss. The Board of Directors is authorized to determine the remuneration within the standards for maximum salaries established in the Company's Remuneration Policy based on the level of their participation in the Company's operations and the value of their contribution. The Board of Directors may pay transportation allowances to Directors and Supervisors based on prevailing rates in the industry. Directors of the Company who work in the Company shall be entitled to monthly salaries in accordance with salary standards of regular managerial officers in addition to the Director or Supervisor compensation specified in Article 26 of these Articles of Incorporation.
- Article 23-2: The Board of Directors is authorized to take out liability insurance for the Directors and Supervisors with respect to the liabilities resulting from exercising their duties during their term of office to reduce the risk of material damages to the Company and shareholders caused by illegal actions of its Directors or Supervisors.
Chapter 5 Managerial Officers and Staff
- Article 24: The Company may appoint a number of managerial officers in accordance with applicable regulations. The appointment, dismissal and compensation of such managerial officers shall be governed by Article 29 of the Company Act.
Chapter 6 Final Accounts
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Article 25: Article 25: The Board of Directors of the Company shall prepare the following documents at the end of each fiscal year, to be presented to the Supervisors for audit and confirmation 30 days prior to the general shareholders' meeting, and submitted to the general shareholders' meeting for adoption:
-
Business report.
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Financial statements.
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Proposal Concerning Distribution of Earnings or Offset of Losses
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Article 26: In the event the Company makes profits (i.e. profit before tax and before compensation distribution to the employees, Directors, and Supervisors) in any fiscal year, it shall set aside 1% to 30% of the profits as employee compensation and no higher than 5% of the profits as Directors and Supervisors compensation. If there are cumulative losses, the Company shall reserve a sufficient amount to offset such losses. Employee and Directors and Supervisors compensation shall be resolved by a majority vote at a Board of Director meeting attended by two thirds of the total number of Directors and shall be reported to the shareholders' meeting. The Board of Directors may resolve to distribute employee compensation in stocks or cash and the recipients may include employees of subsidiaries of the Company meeting certain requirements set by the Board of Directors.
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Article 26-1: Where the Company has a profit at the end of each fiscal year, the Company shall distribute the earnings in the following order:
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Pay income tax in accordance with applicable laws.
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Offset losses for preceding years.
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Allocate 10% as a legal reserve unless and until the accumulated legal reserve has reached the Company’s paid-in capital.
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Where necessary, set aside or reverse a special reserve.
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With the balance after deductions in the preceding paragraphs together with retained earnings from preceding years, the Board of Directors shall submit the earnings distribution proposal to its shareholders for their approval.
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Where dividends and bonuses are distributed in whole or in part in cash, the Board of Directors shall adopt a resolution by a majority vote at a meeting attended by over two thirds of the Directors and report such distribution to the shareholders' meeting. As the Company experiences constant changes in the business environment and is at a stage of stable growth, the Company’s dividend policy depends on factors such as future fund requirements, long-term financial plans, future capital expenditures and maximization of shareholder interests. The Company may retain a portion of earnings based on operational requirements and the remaining amount shall be distributed in cash and stock dividends. The amount of dividends distributed to shareholders shall be no less than 10% of distributable earnings of the current year, and no less than 30% of the shareholders’ dividends shall be in the form of cash.
Chapter 7 Supplemental Provisions
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Article 27: The internal organizational rules and bylaws of the Company shall be established separately by the Board of Directors.
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Article 28: Matters not addressed in these Articles of Incorporation shall be governed by the Company Act and other applicable regulations.
Article 29: These Articles of Incorporation were enacted and first amended on April 30, 1987. The 2nd amendment was made on March 22, 1989. The 3rd amendment was made on August 30, 1990. The 4th amendment was made on January 15, 1992. The 5th amendment was made on July 29, 1992. The 6th amendment was made on September 29, 1992. The 7th amendment was made on October 29, 1992. The 8th amendment was made on May 10, 1993. The 9th amendment was made on May 22, 1993. The 10th amendment was made on July 3, 1993. The 11th amendment was made on March 2, 1994. The 12th amendment was made on April 20, 1997. The 13th amendment was made on June 6, 1997. The 14th amendment was made on July 15, 1997. The 15th amendment was made on October 15, 1997. The 16th amendment was made on February 10, 1998. The 17th amendment was made on June 10, 1998.
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The 18th amendment was made on June 30, 1998. The 19th amendment was made on May 15, 1999. The 20th amendment was made on July 15, 2000. The 21st amendment was made on September 23, 2000. The 22nd amendment was made on July 16, 2001. The 23rd amendment was made on November 9, 2001. The 24th amendment was made on June 28, 2002. The 25th amendment was made on June 9, 2003. The 26th amendment was made on June 11, 2004. The 27th amendment was made on June 14, 2005. The 28th amendment was made on June 14, 2006. The 29th amendment was made on June 15, 2007. The 30th amendment was made on June 13, 2008. The 31st amendment was made on June 10, 2009. The 32nd amendment was made on June 14, 2010. The 33rd amendment was made on June 9, 2011. The 34th amendment was made on June 18, 2012. The 35th amendment was made on June 10, 2015. The 36th amendment was made on June 8, 2016. The 37th amendment was made on June 12, 2018. The 38th amendment was made on June 12, 2019.
These Articles of Incorporation shall be effective and implemented following approval from the shareholders' meeting.
Largan Precision Co., Ltd.
Chairman: En-Chou Lin
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Appendix II
Largan Precision Co., Ltd.
Rules and Procedures of Shareholders' Meeting
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Article 1: Unless otherwise provided for in applicable laws or regulation, shareholders' meetings of this Company (hereinafter referred to as the Company) shall be conducted in accordance with these Rules and Procedures.
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Article 2: The Company shall provide attending shareholders with an attendance book to sign in, or attending shareholders may submit attendance cards in lieu of signing in. The number of attending shares shall be calculated according to the attendance book and the attendance cards submitted plus the number of shares exercised by correspondence or electronic means.
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Article 3: Attendance and voting rights at shareholders’ meetings shall be calculated based on the numbers of shares represented.
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Article 4: The venue of shareholders’ meetings shall be on the Company’s premises or at another place convenient for shareholders to attend and suitable for such a meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m.
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Article 5: If a shareholders' meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding at the meeting. If the Chairman of the Board of Directors is on leave or unable to perform his duties for any other reason, the Vice Chairman shall preside at the meeting on the Chairman's behalf. If the Vice Chairman is also on leave or unable to perform his duties for any other reason, the Chairman of the Board of Directors shall appoint a Managing Director to act on his behalf. If there are no Managing Directors, the Chairman shall appoint a Director to act on his behalf. If the Chairman does not make such a designation, the Managing Directors or Directors shall select one person from among themselves to serve as chair.
If the shareholders' meeting is convened by any other person entitled to convene the meeting other than the Board of Directors, such person shall be the chair of the meeting.
Article 6: The Company may appoint designated counsel, certified public accountants or other relevant persons to attend the shareholders' meeting.
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Staff handling administrative affairs of a shareholders' meeting shall wear identification badges or armbands.
Article 7: The Company's shareholders’ meetings must be videotaped or audio recorded and kept for at least one year.
- Article 8: The chair shall call the meeting to order at the appointed time. However, if the attending shareholders do not represent more than one-half of the total number of issued shares, the chair may postpone the meeting time. No more than two such postponements, for a combined total of no more than one hour shall be made. If after two postponements the attending shareholders still represent less than one-half of the total number of issued shares but represent more than one-third of the total issued shares, provisional resolutions may be adopted in accordance with Article 175, Paragraph 1 of the Company Act.
If during the process of the meeting the number of issued shares represented by the shareholders present becomes sufficient to constitute the quorum, the chair may submit the provisional resolutions to the meeting for approval in accordance with Article 174 of the Company Act.
- Article 9: The agenda of the shareholders’ meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. The meeting shall proceed in accordance with the agenda unless otherwise resolved at the meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting that is convened by any person other than the Board of Directors entitled to convene a meeting.
Unless otherwise resolved at the meeting, the chair cannot announce adjournment of the meeting before all the items (including extemporary motions) listed in the agenda are resolved.
The shareholders cannot designate any other person as chair and continue the meeting in the same or another place after the meeting is adjourned.
- Article 10: When a shareholder presents at the meeting wishes to speak, a speaker’s slip shall be filled out with summary of the speech, the shareholder's number (or the number on their attendance card) and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the chair.
If a shareholder present at the meeting submits a speaker’s slip but does not speak, the
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shareholder shall be deemed to have not spoken.
In case the contents of the speech of a shareholder are inconsistent with the contents of the speaker’s slip, the spoken content shall prevail.
Unless otherwise permitted by the chair and the speaking shareholder, no shareholder shall interrupt the speech of other shareholders, otherwise the chair shall stop such interruption.
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Article 11: Unless otherwise permitted by the chair, each shareholder shall not speak more than twice on the same discussion item and each speech may not exceed five minutes. If a shareholder violates the rules outlined in the preceding paragraph or exceeds the scope of the discussion item, the chair may stop the shareholder’s speech.
-
Article 12: Any legal entity designated as proxy by a shareholder to be present at the meeting may appoint only one representative to attend the meeting.
-
If a legal entity is a shareholder and designates two or more representatives to attend the meeting, only one representative can speak for each discussion item.
-
Article 13: After the speech of a shareholder, the chair may respond in person or designate another person to respond.
-
Article 14: The chair may announce to end the discussion of any resolution and call for a vote if the chair deems it appropriate.
-
Article 15: The chair shall appoint persons responsible for monitoring and counting ballots e However, the persons responsible for monitoring ballots must be shareholders. The result of voting shall be announced on-site at the meeting and placed on record.
-
Article 16: During the meeting, the chair may, at his discretion, set time for intermission.
-
Article 17: A resolution shall be adopted by a majority of the votes represented by the shareholders present at the meeting. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders for each proposal, followed by a poll of the shareholders. On the same day after the meeting, the results of each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.
-
All shareholders are entitled to one vote for every share held, except for the circumstances stipulated in Article 179 of the Company Act where shares are not assigned voting rights. When one person is concurrently appointed as proxy by two or
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more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. Any excess of that percentage shall not be included in the calculation.
-
Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the sequence of voting. If any one of them has been adopted, the other proposals will then be deemed vetoed, and no further voting shall be required.
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Article 19: The chair may instruct disciplinary officers (or security personnel) to help maintain order at the meeting place. Such disciplinary officers or security personnel shall wear arm bands which identify their roles as "Disciplinary Officer."
-
Article 20: These Rules and Procedures shall be implemented following approval by a shareholders' meeting. The same applies in the case of amendments.
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Appendix III
Largan Precision Co., Ltd.
Shareholding of Directors and Supervisors
| Book closure date: April 12,2020 | Book closure date: April 12,2020 | Book closure date: April 12,2020 | Book closure date: April 12,2020 | |||
|---|---|---|---|---|---|---|
| Position | Name | Date elected |
Shares held at the time of election |
Shareholding as recorded in the shareholder register on the book closure date |
||
| Number of shares held |
Percentage of shares held(%) |
Number of shares held |
Percentage of shares held(%) |
|||
| Chairman Vice- Chairman Director |
Mao Yu Commemorate Co., Ltd. Representatives: En-Chou Lin En-Ping Lin Yao-YingLin |
2019.06.12 | 8,672,968 | 6.47% | 18,910,616 | 14.10% |
| Director | Shih-ChingChen | 2019.06.12 |
6,756,831 | 5.04% | 6,756,831 | 5.04% |
| Director | Ming-Yuan Hsieh |
2019.06.12 | 3,606,585 | 2.69% | 3,606,585 | 2.69% |
| Independent Director |
Ming-Hua Peng |
2019.06.12 | 56,604 | 0.04% | 56,604 | 0.04% |
| Independent Director |
Shan-Chieh Yen |
2019.06.12 | No shares held |
0% |
No shares held | 0% |
| Supervisor | Chung-Jen Liang | 2019.06.12 | 2,091,721 | 1.56% | 2,091,721 | 1.56% |
| Supervisor | Tsui-Ying Chiang |
2019.06.12 | 6,625,569 | 4.94% | 6,625,569 | 4.94% |
| Number andpercentage of shares held byall Directors | 29,330,636 | 21.87% |
||||
| Number andpercentage of shares held byall Supervisors | 8,717,290 | 6.50% |
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The Company's total issued common shares: 134,140,197 shares
-
The Company has appointed two Independent Directors. According to Article 26 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", if a public company has elected two or more Independent Directors, the share ownership standards for all Directors and Supervisors other than the Independent Directors shall be decreased by 20%.
-
The number of shares held by all Directors and Supervisors of the Company meet the legal percentage requirements.
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Thank You
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