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LARGAN AGM Information 2021

Sep 8, 2021

52244_rns_2021-09-08_2523eb21-fdf7-4081-9d62-9debb3a925ec.pdf

AGM Information

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Ticker number: 3008TT

Largan Precision Co., Ltd

2021 Annual General Shareholders’ Meeting

Meeting Agenda Handbook

(Translation)

June 10, 2021

----Disclaimer----

This is a translation of the agenda for the 2021 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. Discussions................................................................................................................................... 5
6. Extemporary Motions ................................................................................................................ 5
Attachments ....................................................................................................................................... 6
I. 2020 Business Report ................................................................................................. 6
II. Supervisors' Review Report ....................................................................................... 7
III. 2020 Independent Auditors' Report, Parent Company Only Financial Statements, and
Consolidated Financial Statements ............................................................................ 8
IV. 2020 Earnings Distribution Table ............................................................................... 24
V. Comparison Table of Revisions to the "Articles of Incorporation" ............................ 25
VI. Comparison Table of Revisions to the “Procedures for Election of Directors and
Supervisors” ............................................................................................................. 27
Appendices ....................................................................................................................................... 30
I. Articles of Incorporation (Before Revision) .............................................................. 30
II. Procedures for Election of Directors and Supervisors (Before Revision) ................ 37
III. Rules and Procedures of Shareholders' Meeting ...................................................... 39
IV. Shareholding of Directors and Supervisors .............................................................. 43

Largan Precision Co., Ltd. 2021 Annual General Shareholders' Meeting Procedures

  1. Call Meeting to Order

  2. Chairman's Address

  3. Report Items

  4. Proposals

  5. Discussions

  6. Extemporary Motions

  7. Meeting Adjourned

1

Largan Precision Co., Ltd. 2021 Annual General Shareholders' Meeting Agenda

Time: 9 a.m., June 10, 2021 (Thursday)

Place: No. 300, Chenggong West Road, Wuri District, Taichung City (Nan Shan Life Insurance Company Ltd. Education & Training Center)

  1. Call meeting to order (report number of shares in attendance)

  2. Chairman's Address

  3. Report Items

  4. (1) 2020 Business Report

  5. (2) 2020 Supervisors' Review Report

  6. (3) 2020 Employee, Director and Supervisor Compensation Report

  7. (4) 2020 Cash Dividend Earnings Distribution Report

4. Proposals

  • (1) 2020 Business Report and Financial Statements

  • (2) 2020 Earnings Distribution

  • Discussions

  • (1) Amendment to the "Articles of Incorporation"

  • (2) Amendment to the " Procedures for Election of Directors and Supervisors "

  • Extemporary Motions

  • Meeting Adjourned

2

Report Items

  1. 2020 Business Report Explanation: Please refer to Attachment I on page 6 of the Handbook.

  2. 2020 Supervisors’ Review Report Explanation: Please refer to Attachment II on page 7 of the Handbook.

  3. 2020 Employee, Director and Supervisor Compensation Report Explanation: The Company's compensation for Directors, Supervisors and employees in 2020 are distributed in accordance with the Company's Articles of Incorporation. Directors and Supervisors compensation is NT$331,244,977, and employee compensation is NT$4,416,599,684. All compensation shall be distributed in cash.

  4. 2020 Cash Dividend Earnings Distribution Report

  5. Explanation: The Company shall distribute a total of NT$12,273,828,026 in cash dividends, at NT$91.5/share from the 2020 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

  1. Adoption of 2020 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 6 of the Handbook and Attachment III on page 8-23 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 2020 Earnings Distribution (Proposed by the Board of Directors) Explanation: The Company's 2020 Earnings Distribution has been approved by the Board of Directors. Please refer to Attachment IV on page 24of the Handbook for the detailed distribution statement.

Resolution:

4

Discussions

  1. Discussion of amendments to the "Articles of Incorporation" (Proposed by the Board of Directors)

  2. Explanation: The Company's Articles of Incorporation is amended in accordance with the Company's business requirements. Please refer to Attachment V on page 25-26 of the Handbook for the comparison table of revisions to the Articles of Incorporation.

Resolution:

  1. Discussion of amendments to the "Procedures for Election of Directors and Supervisors" (Proposed by the Board of Directors)

Explanation:

  • (1) The Company's "Procedures for Election of Directors and Supervisors" is amended to comply with regulations, and the title is amended to "Procedures for Election of Directors ".

  • (2) Please refer to Attachment VI on page 27-29 of the Handbook for the comparison table of revisions to the "Procedures for Election of Directors and Supervisors".

Resolution:

Extemporary Motions

Meeting Adjourned

5

Attachment I

Largan Precision Co., Ltd.

2020 Business Report

In 2020, the Company's consolidated revenue amounted to NT$55,944,489 thousand and the net profit after tax amounted to NT$24,534,131 thousand. Our 2020 business results and 2021 business plan are summarized below:

  1. 2020 Business Report

  2. (1) Business results: Largan Precision's consolidated revenue in 2020 amounted to NT$55,944,489 thousand, which was a 8% decline over NT$60,745,008 thousand in 2019. The net profit after tax was NT$24,534,131 thousand, which was a 13% decline over NT$28,263,082 thousand in 2019. The net profit per share after tax was NT$182.90.

  3. (2) Financial performance and profitability: Please refer to the financial statements in the attachment for the financial overview of 2020.

  4. (3) Research and development: The Company invested a total of NT$3,794,356 thousand in research and development for the current year, which was a 1% increase over NT$3,764,448 thousand in the previous year.

  5. 2021 Business Plan

  6. (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.

  7. (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.

  8. (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

6

Attachment II

Largan Precision Co., Ltd.

Supervisors' Review Report

We hereby approve

The Company's 2020 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 2021 Annual General Shareholders' Meeting

Largan Precision Co., Ltd.

Supervisors: Chung-Jen Liang

Tsui-Ying Chiang

Date: February 22[nd] , 2021

7

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, 2020 and 2019, the statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, 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, 2020 and 2019, 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.

-8-

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.

-9-

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

-10-

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 Shyh-Huar, Kuo and Chun-Yuan, Wu.

KPMG

Taipei, Taiwan (Republic of China) February 22, 2021

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.

-11-

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
-
2,626
-
164,559
-
4,496
-
105,849
-
277,530
-
27,933,334
18
1,341,402
1
1,558,058
1
1,558,058
1
125,636,027
81
(2,141,576)
(1)
(2,141,576)
(1)
126,393,911
82
126,393,911
82
154,327,245
100
154,327,245
100
December 31, 2020 Amount
%
$ 249,535
-
873
-
1,454,301
1
715,194
-
21,811,109
13
10,147
-
6,133,020
4
43,401
-
144,041
-
30,561,621
18
8,692
-
123,164
-
3,766
-
109,269
-
244,891
-
30,806,512
18
1,341,402
1
1,560,586
1
139,645,983
81
(1,745,813)
(1)
140,802,158
82
$
171,608,670
100
Liabilities and Equity Current liabilities: Short-term borrowings (Note 6(l) and (v)) Notes payable (Note 6(v)) Accounts payable (Note 6(v)) Accounts payable to related parties (Note 6(v) and 7) Other payables (Note 6(p) and (v)) Other payables to related parties (Note 6(v) and 7) Current tax liabilities Current lease liabilities (Note 6(m) and (v)) Other current liabilities Non-Current liabilities: Deferred tax liabilities (Note 6(o)) Non-current lease liabilities (Note 6(m) and (v)) Other non-current liabilities (Note 6(v)) Net defined benefit liabilities (Note 6(n)) Total liabilities Equity attributable to owners of parent: (Note 6(q)) Share capital Capital surplus Retained earnings Other equity Total equity attributable to owners of parent
Total liabilities and equity
2100 2150 2170 2180 2200 2220 2230 2280 2300 2570 2580 2600 2640 3110 3200 3300 3400
December 31, 2019 Amount
%
62,938,692
41
7,067,853
5
17,609
-
3,110
-
2,940,690
2
11,614,923
7
293,941
-
4,015,469
3
3,200,748
2
265,288
-
92,358,323
60
20,309,368
13
32,286,239
21
205,077
-
101,741
-
478,473
-
2,165,129
2
6,422,895
4
61,968,922
40
154,327,245
100
December 31, 2020 Amount
%
$ 78,789,365
46
13,207,411
8
41,470
-
590
-
3,180,333
2
6,203,908
4
263,429
-
59,578
-
3,694,824
2
1,021,857
-
106,462,765
62
13,802,157
8
33,542,417
20
167,766
-
112,794
-
509,269
-
1,840,940
1
15,170,562
9
65,145,905
38
$
171,608,670
100
Assets Current assets: Cash and cash equivalents (Note 6(a) and (v)) Current financial assets at fair value through profit or loss (Note 6(b) and (v)) Current financial assets at fair value through other comprehensive income (Note 6(c) and (v)) Notes receivable, net (Note 6(d) and (v)) Accounts receivable, net (Note 6(d) and (v)) Accounts receivable from related parties, net (Note 6(d)、(v) and 7) Other receivables (Note 6(e)、(v)) Other receivables from related parties (Note 6(e)、(v) and 7) Inventories (Note 6(f)) Other current assets (Note 6(k)、(v) and 8) Non-current assets: Investments accounted for using equity method (Note 6(g)) Property, plant and equipment (Note 6(h) and 7) Right-of-use assets (Note 6(i)) Intangible assets (Note 6(j)) Deferred tax assets (Note 6(o)) Other non-current assets (Note 6(k)、(v) and 8) Other non-current financial assets (Note 6(k)、(v) and 8) Total assets
1100 1110 1120 1150 1170 1180 1200 1210 1310 1470 1550 1600 1755 1780 1840 1900 1980

-12-

(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, 2020 and 2019

(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 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:
7100
Interest income (Note 6(u) and 7)
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
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
2020
Amount
%
$ 53,979,503
100
18,370,185
34
35,609,318
66
251,075
-
35,860,393
66
336,833
-
1,228,094
2
3,791,346
7
5,356,273
9
30,504,120
57
1,035,231
1
11,633
-
(1,672,311)
(3)
(2,323)
-
1,600,362
3
972,592
1
31,476,712
58
6,942,581
13
24,534,131
45
(6,134)
-
160,404
-
-
-
154,270
-
314,394
1
-
-
314,394
1
468,664
1
$
25,002,795
46
$
182.90
$
180.94
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
803,220
1
12,469
-
(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

See accompanying notes to parent company only financial statements.

-13-

Total equity 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 27,914,826 126,393,911 126,393,911 126,393,911 - - (10,597,076) (10,597,076) (10,597,076) (10,597,076) 2,528 2,528 24,534,131 468,664 468,664 25,002,795 25,002,795 - 140,802,158 140,802,158
Total (1,802,464) - (1,802,464) - - - - - - (339,112) (339,112) (2,141,576) (2,141,576) - - - - - - 474,798 474,798 (79,035) (1,745,813)
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars) Other equity interest Retained earnings
Unrealized
gains (losses) on Exchange
financial assets
differences on
measured at
translation of
fair value
Unappropriated
foreign
through other
Share
Capital
Legal
Special
retained
financial
comprehensive
Capital
surplus
reserve
reserve
earnings
Total
statements
income
1,341,402
1,557,011
13,582,819
2,370,825
90,549,978
106,503,622
(1,747,603)
(54,861)
-
-
-
-
-
-
-
-
1,341,402
1,557,011
13,582,819
2,370,825
90,549,978
106,503,622
(1,747,603)
(54,861)
-
-
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)
(25,084)
-
-
-
-
28,253,938
28,253,938
(314,028)
(25,084)
1,341,402
1,558,058
16,019,773
1,802,464
107,813,790
125,636,027
(2,061,631)
(79,945)
1,341,402
1,558,058
16,019,773
1,802,464
107,813,790
125,636,027
(2,061,631)
(79,945)
-
-
2,826,308
-
(2,826,308)
-
-
-
-
-
-
339,112
(339,112)
-
-
-
-
-
-
-
(10,597,076)
(10,597,076)
-
-
-
-
2,826,308
339,112
(13,762,496)
(10,597,076)
-
-
-
2,528
-
-
-
-
-
-
-
-
-
-
24,534,131
24,534,131
-
-
-
-
-
-
(6,134)
(6,134)
314,394
160,404
-
-
-
-
24,527,997
24,527,997
314,394
160,404
-
-
-
-
79,035
79,035
-
(79,035)
1,341,402
1,560,586
18,846,081
2,141,576
118,658,326
139,645,983
(1,747,237)
1,424
$ $ $ $
Balance at January 1, 2019 Effects 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 Balance at January 1, 2020 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 Subsidiary disposes of investment in equity instruments measured at fair value through other comprehensive income Balance at December 31, 2020

-14-

(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, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Profit before income tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Interest expense
Interest income
Share of profit of subsidiaries accounted for using equity method
Losses on disposal of property, plant and equipment
Property, plant and equipment transferred to expenses
Realized profit from sales
Unrealized foreign exchange loss (profit)
Other
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Increase in financial assets mandatorily measured at fair value through profit or loss
Decrease (increase) in notes receivable
Decrease (increase) in accounts receivable (including from related parties)
(Increase) decrease in inventories
(Increase) decrease in other current assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in notes payable
Decrease in accounts payable (including to related parties)
Increase in other current liabilities
Decrease in net defined benefit liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from investing activities:
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) decrease in refundable deposits
Decrease (increase) in other non-current assets
Acquisition of intangible assets
Increase in other financial assets
Dividends received
Net cash flows used in investing activities
Cash flows from financing activities:
Increase (decrease) in short-term borrowings
(Decrease) increase in guarantee deposits received
Payment of lease liabilities
Cash dividend paid
Overdue dividend transferred to capital surplus
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2020
$ 31,476,712
4,205,548
85,266
2,323
(1,035,231)
(1,600,362)
6,731
-
(251,075)
10,099
(1,460)
1,421,839
(6,139,558)
2,520
5,171,372
(494,076)
(42,553)
(1,502,295)
171
(109,385)
1,505,945
(2,714)
1,394,017
(108,278)
32,790,273
1,001,121
(2,323)
(5,155,726)
28,633,345
-
(5,773,541)
1,551
(1,841)
326,030
(91,871)
(8,747,667)
12,117,060
(2,170,279)
23,619
(730)
(40,734)
(10,597,076)
2,528
(10,612,393)
15,850,673
62,938,692
$
78,789,365
2019
35,928,408
3,679,906
72,178
2,723
(803,220)
(1,773,786)
3,050
188
(363,812)
(24,751)
-
792,476
(5,776,044)
(3,107)
(4,199,135)
259,964
850,468
(8,867,854)
(144)
(83,930)
2,643,507
(1,136)
2,558,297
(6,309,557)
30,411,327
789,013
(2,723)
(7,682,587)
23,515,030
(15,000)
(8,472,493)
1,655
394,355
(102,572)
(62,280)
(6,107,599)
7,041,101
(7,322,833)
(318,099)
23
(39,133)
(9,121,533)
1,047
(9,477,695)
6,714,502
56,224,190
62,938,692

See accompanying notes to parent company only financial statements.

-15-

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, 2020 and 2019, 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, 2020 and 2019, 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

-16-

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, 2020 and 2019, 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

-17-

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

-18-

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 Shyh-Huar, Kuo and Chun-Yuan, Wu.

KPMG

Taipei, Taiwan (Republic of China) February 22, 2021

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

-19-

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
-
2,626
-
164,559
-
4,496
-
105,849
-
277,530
-
27,427,687
18
1,341,402
1
1,341,402
1
1,558,058
1
125,636,027
81
(2,141,576)
(1)
(2,141,576)
(1)
126,393,911
82
126,393,911
82
153,821,598
100
153,821,598
100
December 31, 2020 Amount
%
$ 249,535
-
873
-
1,567,850
1
32,460
-
22,024,514
13
9,331
-
6,156,182
4
43,401
-
145,035
-
30,229,181
18
8,692
-
123,164
-
3,766
-
109,269
-
244,891
-
30,474,072
18
1,341,402
1
1,560,586
1
139,645,983
81
(1,745,813)
(1)
140,802,158
82
$
171,276,230
100
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars) December 31, 2020
December 31, 2019
Assets
Amount
%
Amount
%
Liabilities and Equity
Current assets:
Current liabilities:
Cash and cash equivalents (Note 6(a) and (v))
$ 89,621,272
52
84,920,560
55
2100
Short-term borrowings (Note 6(l) and (v))
Current financial assets at fair value through profit or loss(Note 6(b) and (v))
13,207,411
8
7,067,853
5
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))
41,470
-
113,051
-
2180
Accounts payable to related parties (Note 6(v) and 7)
Notes receivable, net (Note 6(d) and (v))
9,345
-
17,661
-
2200
Other payables (Note 6(p) and (v))
Accounts receivable, net (Note 6(d) and (v))
11,149,800
7
15,195,892
10
2220
Other payables to related parties (Note 6(v) and 7)
Accounts receivable from related parties, net (Note 6(d) and (v) and 7)
6,960
-
7,682
-
2230
Current tax liabilities
Other receivables (Note 6(e) and (v))
285,842
-
395,506
-
2280
Current lease liabilities (Note 6 (m) and (v))
Other receivables from related parties (Note 6(e) and (v) and 7)
26,660
-
13,230
-
2300
Other current liabilities
Inventories (Note 6(f))
4,026,420
2
3,631,102
3
Other current assets (Note 6 (k)、(v) and 8)
1,024,091
1
267,523
-
Non-Current liabilities:
119,399,271
70
111,630,060
73
2570
Deferred tax liabilities (Note 6(o))
Non-current assets:
2580
Non-current lease liabilities (Note 6(m) and (v))
Investments accounted for using equity method (Note 6(g))
272,601
-
229,512
-
2600
Other non-current liabilities (Note 6(v))
Property, plant and equipment (Note 6(h) and 7)
33,790,608
20
32,573,230
21
2640
Net defined benefit liabilities (Note 6(n))
Right-of-use assets (Note 6(i))
180,185
-
217,758
-
Intangible assets (Note 6(j))
112,794
-
101,741
-
Total liabilities
Deferred tax assets (Note 6(o))
509,269
-
478,473
-
Equity:
Other non-current assets (Note 6(k)、(v) and 8)
1,840,940
1
2,167,929
2
Equity attributable to owners of parent: (Note 6(q))
Other non-current financial assets (Note 6(k)、(v) and 8)
15,170,562
9
6,422,895
4
3110
Share capital
51,876,959
30
42,191,538
27
3200
Capital surplus
3300
Retained earnings
3400
Other equity interest
Total assets
$
171,276,230
100
153,821,598
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 1980

-20-

(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, 2020 and 2019

(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 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:
7100
Interest income (Note 6(u))
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,
net (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
2020
Amount
%
$ 55,944,489
100
18,476,853
33
37,467,636
67
4,598
-
37,472,234
67
399,738
1
1,246,022
2
3,794,356
7
5,440,116
10
32,032,118
57
1,304,977
3
11,633
-
(1,693,226)
(3)
(2,323)
-
40,588
-
(338,351)
-
31,693,767
57
7,159,636
13
24,534,131
44
(6,134)
-
160,404
-
-
-
154,270
-
314,394
1
-
-
314,394
1
468,664
1
$
25,002,795
45
$
182.90
$
180.94
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
1,579,468
3
12,468
-
(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

-21-

Total equity attributable to owners of parent 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 27,914,826 126,393,911 126,393,911 126,393,911 - - (10,597,076) (10,597,076) (10,597,076) (10,597,076) 2,528 2,528 24,534,131 468,664 468,664 25,002,795 25,002,795 - 140,802,158 140,802,158
Total (1,802,464) - (1,802,464) - - - - - - (339,112) (339,112) (2,141,576) (2,141,576) - - - - - - 474,798 474,798 (79,035) (1,745,813)
(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, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars) Equity attributable to owners of parent Other equity interest Retained earnings
Unrealized
gains (losses) on Exchange
financial assets
differences on
measured at
translation of
fair value
Unappropriated
foreign
through other
Share
Capital
Legal
Special
retained
financial
comprehensive
Capital
surplus
reserve
reserve
earnings
Total
statements
income
1,341,402
1,557,011
13,582,819
2,370,825
90,549,978
106,503,622
(1,747,603)
(54,861)
-
-
-
-
-
-
-
-
1,341,402
1,557,011
13,582,819
2,370,825
90,549,978
106,503,622
(1,747,603)
(54,861)
-
-
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)
(25,084)
-
-
-
-
28,253,938
28,253,938
(314,028)
(25,084)
1,341,402
1,558,058
16,019,773
1,802,464
107,813,790
125,636,027
(2,061,631)
(79,945)
1,341,402
1,558,058
16,019,773
1,802,464
107,813,790
125,636,027
(2,061,631)
(79,945)
-
-
2,826,308
-
(2,826,308)
-
-
-
-
-
-
339,112
(339,112)
-
-
-
-
-
-
-
(10,597,076)
(10,597,076)
-
-
-
-
2,826,308
339,112
(13,762,496)
(10,597,076)
-
-
-
2,528
-
-
-
-
-
-
-
-
-
-
24,534,131
24,534,131
-
-
-
-
-
-
(6,134)
(6,134)
314,394
160,404
-
-
-
-
24,527,997
24,527,997
314,394
160,404
-
-
-
-
79,035
79,035
-
(79,035)
1,341,402
1,560,586
18,846,081
2,141,576
118,658,326
139,645,983
(1,747,237)
1,424
$ $ $ $
Balance at January 1, 2019 Effects 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 Balance at January 1, 2020 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 measured at fair value through other comprehensive income Balance at December 31, 2020

-22-

(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, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

2020
Cash flows from operating activities:
Profit before income tax
$ 31,693,767
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
4,258,933
Amortization expense
85,266
Interest expense
2,323
Interest income
(1,304,977)
Share of profit of associates accounted for using equity method
(40,588)
Losses on disposal of property, plant and equipment
6,792
Property, plant and equipment transferred to expenses
-
Losses on disposal of intangible assets
-
Realized profit from sales
(4,598)
Unrealized foreign exchange loss (profit)
10,099
Other
(1,460)
Total adjustments to reconcile profit
3,011,790
Changes in operating assets and liabilities:
Changes in operating assets:
Increase in financial assets mandatorily measured at fair value through profit or loss
(6,139,558)
Decrease in notes receivable
8,316
Decrease (increase) in accounts receivable (including from related parties)
4,046,814
(Increase) decrease in inventories
(395,318)
(Increase) decrease in other current assets
(684,632)
Total changes in operating assets
(3,164,378)
Changes in operating liabilities:
Increase (decrease) in notes payable
171
Increase (decrease) in accounts payable (including to related parties)
110,795
Increase in other current liabilities
1,561,454
Decrease in net defined benefit liabilities
(2,714)
Total changes in operating liabilities
1,669,706
Total changes in operating assets and liabilities
(1,494,672)
Cash inflow generated from operations
33,210,885
Interest received
1,327,922
Interest paid
(2,323)
Income taxes paid
(5,485,787)
Net cash flows from operating activities
29,050,697
Cash flows from investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
223,673
Acquisition of property, plant and equipment
(5,770,667)
Proceeds from disposal of property, plant and equipment
1,672
(Increase) decrease in refundable deposits
(1,841)
Decrease (increase) in other non-current assets
328,830
Acquisition of intangible assets
(91,871)
Increase in other financial assets
(8,747,667)
Dividends received
-
Net cash flows used in investing activities
(14,057,871)
Cash flows from financing activities:
Increase (decrease) in short-term borrowings
23,619
(Decrease) Increase in guarantee deposits received
(730)
Payment of lease liabilities
(40,734)
Cash dividend paid
(10,597,076)
Overdue dividend transferred to capital surplus
2,528
Net cash flows used in financing activities
(10,612,393)
Effect of exchange rate changes on cash and cash equivalents
320,279
Net increase in cash and cash equivalents
4,700,712
Cash and cash equivalents at beginning of period
84,920,560
Cash and cash equivalents at end of period
$
89,621,272
2019
36,578,855
3,738,701
72,220
2,723
(1,579,468)
(26,305)
5,176
188
184
(19,200)
(24,751)
-
2,169,468
(5,776,044)
809,860
(4,544,485)
262,248
418,598
(8,829,823)
(144)
(315,646)
2,700,843
(1,136)
2,383,917
(6,445,906)
32,302,417
1,563,771
(2,723)
(8,233,755)
25,629,710
-
(8,495,683)
3,508
394,369
(92,107)
(62,280)
(6,107,599)
26,636
(14,333,156)
(318,099)
23
(39,133)
(9,121,533)
1,047
(9,477,695)
(301,725)
1,517,134
83,403,426
84,920,560

-23-

Attachment IV

Largan Precision Co., Ltd. 2020 Earnings Distribution Table

Unit: NT$

Item Amount Amount
Subtotal Total
Opening balance 94,051,295,113
Less: Remeasurements of defined benefit
plans
(6,134,800)
Plus: Disposal of investments in equity
instruments designated at fair value
through other comprehensive income
79,034,872
Plus: Reversal of special reserve 395,762,945
Plus: Net income after tax for the current year 24,534,130,763
Earnings available for distribution 119,054,088,893
Less: Appropriation for legal reserve (2,460,703,084)
Distribution items:
Less: Shareholders’ dividends- cash ($91.5 per
share)

(12,273,828,026)
Unappropriated retained earnings at the 104,319,557,783
end of theperiod

Chairman: En-Chou Lin Chief Executive Officer: En-Ping Lin Chief Accounting Officer: Hsing-Ju Tsao Note: The Company’s 2020 earnings shall be distributed first.

24

Attachment V

Largan Precision Co., Ltd.

Comparison Table of Revisions to the "Articles of Incorporation"

Before Revision After Revision Explanation
Article 26-1:
Where~~the Company has~~a profit at the
end of each fiscal yea~~r, the Company~~
~~shall distribute the earnings in the~~
~~following order:~~
~~1.~~
~~Pay income tax in accordance with~~
~~applicable laws.~~
~~2.~~
~~Offset losses for preceding years.~~
~~3.~~
~~Allocate 10% as a legal reserve~~
~~unless and until the accumulated legal~~
~~reserve has reached the Company’s~~
~~paid-in capital.~~
~~4.~~
~~Where necessary, set aside or reverse~~
~~a special reserve.~~
~~5.~~
~~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.~~
~~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.
Article 26-1:
The Company’s surplus earnings
distribution or loss off-setting proposal
may be proposed at the close of each
half fiscal year.
Where the Company has a profit at the
end of each half fiscal year, the
Company shall estimate and reserve the
taxes to be paid, offset losses according
to regulation, estimate and reserve
employees and Directors’
compensation, and allocate 10% as
legal reserve, unless accumulated legal
reserve has reached the total paid-in
capital. Then, set aside or reverse a
special reserve in accordance with
relevant regulations or
as requested by the competent
authorities.
If a surplus remains, the balance
combined with undistributed retained
earnings from preceding periods shall
be distributed according to the
distribution plan proposed by the Board
of Directors. If distributing in the form
of new shares to be issued, the
Company shall follow the provisions of
Article 240 of the Company Act. If
distributing in the form of cash, it shall
be approved by the Board of Directors.’
Where there isa profit at the end of
each fiscal year, besides payment of
income tax and offset of losses in
preceding years, the remaining shall be
distributed as follows:
1. Allocate 10% as legal reserve,
unless accumulated legal reserve has
reached the total paid-in capital.
2. Where necessary, set aside or
reverse a special reserve in accordance
with relevant regulations.
If a surplus remains, the balance
combined with undistributed retained
earnings from preceding periods shall
be distributed according to the
distribution plan proposed by the Board
of Directors.
Revised in
accordance
with the
Company’s
business
requirements

25

Before Revision After Revision Explanation
If distributing in the form of new shares
to be issued, the plan shall by submitted
to the shareholders’meeting for
approval. If distributing in the form of
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.
Pursuant to Article 241 of Company
Act, the Company may distribute its
legal reserve and capital reserve, in
whole or in part, by issuing new shares
or by cash to its shareholders in
proportion
to the number of shares being held by
each of them in the method specified
above.
Article 29
Omitted
The 38th amendment was made on June
12, 2019.
These Articles of Incorporation shall be
effective and implemented following
approval from the shareholders' meeting.
Article 29
Omitted
The 38th amendment was made on
June 12, 2019.
The 39th amendment was made on
June 10, 2021.
These Articles of Incorporation shall be
effective and implemented following
approval from the shareholders'
meeting.
Addition of
date of
amendment.

26

Attachment VI

Largan Precision Co., Ltd. Comparison Table of Revisions to the "Procedures for Election of Directors and Supervisors"

Before Revision Before Revision After Revision Explanation
Procedures for Election of Directors and
Supervisors
Procedures for Election of Directors Amended in
accordance
with
regulations
Article 1
The election of Company's Directors
~~Supervisors s~~hall be conducted in
accordance with these Procedures.
~~and~~ Article 1
The election of Company's Directors
shall be conducted in accordance with
these Procedures.
Amended in
accordance
with
regulations
Article 2
The Company’s Director~~s and~~
~~Supervisors s~~hall be elected by a
cumulative voting method. Each share
will have voting rights in number equal to
the Director~~s or Supervisors t~~o be elected,
and may be cast for a single candidate or
split amongmultiple candidates.
Article 2
The Company’s Directors shall be
elected by a cumulative voting method.
Each share will have voting rights in
number equal to the Directors to be
elected, and may be cast for a single
candidate or split among multiple
candidates.
Amended in
accordance
with
regulations
Article 2-1
The Company shall appoint no less than
five Directors in the Board of Directors.
More than half of the Directors and at
least one Supervisor must be persons
without any of the following relationship
with other Directors or Supervisors:
1.Spousal relationship;
2.Familial relationship within the second
degree of kinship.
Deleted Amended in
accordance
with
regulations
Article 2-2
When an elected Director or Supervisor
does not meet the conditions in the
preceding article, determination of which
Directors or Supervisors are elected shall
be made according to the following
provisions:
1.When there are some among the
Directors who do not meet the conditions,
the election of the Director receiving the
lowest number of votes among those not
meeting the conditions shall be deemed
invalid.
2.When there are some among the
Supervisors who do not meet the
Deleted Amended in
accordance
with
regulations

27

Before Revision After Revision Explanation
conditions, the provisions of the
preceding subparagraph shall apply
mutatis mutandis.
3.When there are some among the
Directors and Supervisors who do not
meet the conditions, the election of the
Supervisor receiving the lowest number
of votes among those not meeting the
conditions shall be deemed invalid.
Article 3
The number of Director~~s and Supervisors~~
will be as specified in the Company's
Articles of Incorporation, with voting
rights separately calculated for
Independent and non-Independent
Director positions. Candidates receiving
ballots representing the highest number of
voting rights shall be elected sequentially
according to their respective numbers of
votes. When two or more persons receive
the same number of votes, thus exceeding
the specified number of positions, lots
shall be drawn to decide who is elected.
The chair shall draw lots on behalf of any
person absent.
~~A shareholder simultaneously elected as~~
~~Director or Supervisor shall choose to~~
~~serve as a Director or Supervisor.~~
Article 3
The number of Directors will be as
specified in the Company's Articles of
Incorporation, with voting rights
separately calculated for Independent
and non-Independent Director
positions. Candidates receiving ballots
representing the highest number of
voting rights shall be elected
sequentially according to their
respective numbers of votes. When two
or more persons receive the same
number of votes, thus exceeding the
specified number of positions, lots shall
be drawn to decide who is elected. The
chair shall draw lots on behalf of any
person absent.
Amended in
accordance
with
regulations
Article 4
Ballots shall be prepared and issued by
~~the Company~~and numbered based on the
shareholder's account number or the
attendance card number with the number
of votes specified. Attendance card
numbers may be printed on the ballot
instead of using the names of voting
shareholders.
Article 4
Ballots shall be prepared and issued by
persons entitled to convene the meeting
and numbered based on the
shareholder's account number or the
attendance card number with the
number of votes specified. Attendance
card numbers may be printed on the
ballot instead of using the names of
votingshareholders.
Amended in
accordance
with
regulations
Article 6
The election of the Company's
~~Independent~~Directors shall be conducted
in accordance with the candidate
nomination system and procedures set out
in Article 192-1 of the Company Act.~~The~~
~~Company shall review the nominees’~~
~~qualifications, education, working~~
~~experience, background, and the existence~~
~~of any other matters set forth in Article 30~~
~~of the Company Act. The Company may~~
~~not arbitrarily add requirements for~~
Article 6
The election of the Company's
Directors shall be conducted in
accordance with the candidate
nomination system and procedures set
out in Article 192-1 of the Company
Act.
Amended in
accordance
with
regulations

28

Before Revision After Revision Explanation
~~documentation of other qualifications.~~
~~The results of the review shall be~~
~~provided to shareholders for their~~
~~reference, so that qualified Independent~~
~~Directors will be elected.~~
Article 7
The voter must specify the name of the
candidate in the "candidate" field of the
ballot~~, and may also specify the~~
~~shareholder account number.~~
Article 7
The voter must specify the name of the
candidate in the "candidate" field of the
ballot.
Amended in
accordance
with
regulations
Article 8
A ballot is invalid under any of the
following circumstances:
1.A ballot not~~in compliance with these~~
~~Procedures.~~
2. A blank ballot placed in the ballot box.
3.The writing unclear and illegible or
altered.
4.Candidate~~name e~~ntered in the ballo~~t is~~
~~a shareholder, but the candidate's account~~
~~name and shareholder account number do~~
~~not conform with those given in the~~
~~shareholder register, or if the candidate is~~
~~not a shareholder, a cross-check shows~~
~~that the candidate's name and identity~~
~~card number do~~not match.
5.Other words or markings entered in
addition to the candidate's~~account name~~
~~or shareholder account number (or~~
~~identity card number) and the~~number of
voting rights allotted.
~~6.The name of the candidate entered in~~
~~the ballot is identical to that of another~~
~~shareholder, but no shareholder account~~
~~number or identity card number provided~~
~~in the ballot to identify such individual.~~
~~7.T~~he sum of voting rights cast by a voter
exceeds the sum of voting rights held by
the voter.
Article 8
A ballot is invalid under any of the
following circumstances:
1.A ballot not prepared by the persons
entitled to convene the meeting.
2. A blank ballot placed in the ballot
box.
3.The writing unclear and illegible or
altered.
4.Candidate entered in the ballot does
not match the list of Director
candidates.
5.Other words or markings entered in
addition to the candidate's number of
voting rights allotted.
6.The sum of voting rights cast by a
voter exceeds the sum of voting rights
held by the voter.
Amended in
accordance
with
regulations
Article 10
The Company shall issue notifications to
the persons elected as Director~~s or~~
~~Supervisors a~~fter the shareholders'
meeting.
Article 10
The Company shall issue notifications
to the persons elected as Director~~s~~after
the shareholders' meeting.
Amended in
accordance
with
regulations

29

Appendix

Appendix I(Before Revision)

Largan Precision Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

  • 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.

  • Article 2: The Company engages in the following businesses:

  • CE01010 Photographic and optical equipment manufacturing.

  • CQ01010 Die manufacturing.

  • F601010 Intellectual property

  • F113030 Wholesale of precision instruments

  • F401010 International trade.

  • I501010 Product designing

  • CF01011 Medical materials and equipment manufacturing.

  • ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  • 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.

  • 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.

  • 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.

  • Article 4: The Company's public announcements shall be made pursuant to Article 28 of the Company Act.

Chapter 2 Shares

  • 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.

  • 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

30

Directors.

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.

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. 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. 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. 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.

  • 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

  • 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.

  • 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.

  • 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

31

chairman of the meeting.

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.

  • 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.

  • 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.

  • 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

  • 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.

  • 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.

  • The "Directors" referred to in these Articles of Incorporation include Independent Directors.

The candidate nomination system shall be implemented in accordance with Article 192-1 and Article 216-1 of the Company Act.

  • 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.

  • 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.

32

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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 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

33

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

  • 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.

  • Financial statements.

  • Proposal Concerning Distribution of Earnings or Offset of Losses

  • 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.

  • 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:

  • Pay income tax in accordance with applicable laws.

  • Offset losses for preceding years.

  • Allocate 10% as a legal reserve unless and until the accumulated legal reserve has

34

reached the Company’s paid-in capital.

  1. Where necessary, set aside or reverse a special reserve.

  2. 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.

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

  • Article 27: The internal organizational rules and bylaws of the Company shall be established separately by the Board of Directors.

  • 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. The 18th amendment was made on June 30, 1998.

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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(Before Revision)

Largan Precision Co., Ltd.

Procedures for Election of Directors and Supervisors

  • Article 1: The election of Company's Directors and Supervisors shall be conducted in accordance with these Procedures.

  • Article 2: The Company’s Directors and Supervisors shall be elected by a cumulative voting method. Each share will have voting rights in number equal to the Directors or Supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.

  • Article 2-1 The Company shall appoint no less than five Directors in the Board of Directors. More than half of the Directors and at least one Supervisor must be persons without any of the following relationship with other Directors or Supervisors:

  • Spousal relationship;

  • Familial relationship within the second degree of kinship.

  • Article 2-2 When an elected Director or Supervisor does not meet the conditions in the preceding article, determination of which Directors or Supervisors are elected shall be made according to the following provisions:

  • When there are some among the Directors who do not meet the conditions, the election of the Director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

  • When there are some among the Supervisors who do not meet the conditions, the provisions of the preceding subparagraph shall apply mutatis mutandis.

  • When there are some among the Directors and Supervisors who do not meet the conditions, the election of the Supervisor receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

  • Article 3: The number of Directors and Supervisors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for Independent and non-Independent Director positions. Candidates receiving ballots representing the highest number of voting rights shall be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, lots shall be drawn to decide who is elected. The chair shall draw lots on behalf of any person absent.

  • A shareholder simultaneously elected as Director or Supervisor shall choose to serve as a Director or Supervisor.

  • Article 4: Ballots shall be prepared and issued by the Company and numbered based on the shareholder's account number or the attendance card number with the number of votes specified. Attendance card numbers may be printed on the ballot instead of using the names of voting shareholders.

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Article 5: Before the election begins, the chair shall appoint persons responsible for monitoring
and counting ballots to perform their respective duties. The ballot boxes shall be
prepared by the Company and inspected in public by the ballot monitoring personnel
before voting commences.
Article 6: The election of the Company's Independent Directors shall be conducted in
accordance with the candidate nomination system and procedures set out in Article
192-1 of the Company Act. The Company shall review the nominees’ qualifications,
education, working experience, background, and the existence of any other matters set
forth in Article 30 of the Company Act. The Company may not arbitrarily add
requirements for documentation of other qualifications. The results of the review shall
be provided to shareholders for their reference, so that qualified Independent Directors
will be elected
Article 7: The voter must specify the name of the candidate in the "candidate" field of the ballot,
and may also specify the shareholder account number.
Article 8: A ballot is invalid under any of the following circumstances:
1.
A ballot not in compliance with these Procedures.
2.
A blank ballot placed in the ballot box.
3.
The writing unclear and illegible or altered.
4.
Candidate name entered in the ballot is a shareholder, but the candidate's
account name and shareholder account number do not conform with those given
in the shareholder register, or if the candidate is not a shareholder, a cross-check
shows that the candidate's name and identity card number do not match.
  1. Other words or markings entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.

  2. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number provided in the ballot to identify such individual.

  3. The sum of voting rights cast by a voter exceeds the sum of voting rights held by the voter.

  4. Article 9: The ballots shall be viewed and counted onsite after completion of voting and appointed personnel shall monitor the ballots. The results of the vote shall be announced by the chair onsite.

  5. Article 10: The Company shall issue notifications to the persons elected as Directors or Supervisors after the shareholders' meeting.

  6. Article 11: Matters not provided herein shall be governed by the Company Act and other applicable laws and regulations.

  7. Article 12: These 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.

Rules and Procedures of Shareholders' Meeting

  • 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.

  • 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.

  • Article 3: Attendance and voting rights at shareholders’ meetings shall be calculated based on the numbers of shares represented.

  • 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.

  • 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.

  • 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.

  • 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 IV

Largan Precision Co., Ltd.

Shareholding of Directors and Supervisors

Book closure date: April 12, 2021

Position Name Date
elected
Shares held at the time of
election
Shares held at the time of
election
Shareholding as recorded
in the shareholder register
on the book closure date
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%
  1. The Company's total issued common shares: 134,140,197 shares

  2. 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%.

  3. The number of shares held by all Directors and Supervisors of the Company meet the legal percentage requirements.

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