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LTC — AGM Information 2021
Sep 9, 2021
51997_rns_2021-09-09_e1b834ec-0fa7-4864-8e43-bc20ce368572.pdf
AGM Information
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Lite-On Technology Corporation
Annual General Meeting of Shareholders for 2021
Meeting Minutes Date: Aug 26, 2021
Lite-On Technology Corporation 2021 Annual General Shareholders’ Meeting Minutes
Date: 9:00 a.m., August 26, 2021
Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City
(International Convention Center, Lite-On Technology Building)
Attending shareholders and proxy representing:
1,937,895,492 shares (among them, 1,562,821,570 shares voted via electronic transmission), which accounts for 83.40% of total 2,323,563,532 outstanding shares (excluding 27,303,500 non-voting shares)
Director attendees:
Tom Soong, Warren Chen, CH Chen (Representative of Ta-Sung Investment Co., Ltd.), Albert Hsueh (Independent Director and Chair of Audit Committee), Mike Yang (Independent Director). Five members of the Board of Directors are present, which is over half of the nine seats on the board.
Non-shareholding attendees :
Deloitte Touche Tohmatsu International Taiwan , Chiu, Meng-Chieh, CPA
HUANG AND PARTNERS ATTORNEYS-AT-LAW, Huang, Kuan-Hao, Attorney
Chairman: Tom Soong Recorder: Yawen Yang
I. Chairperson Calls Meeting to Order
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
II. Opening Remarks by the Chairperson (omitted)
III. Report Items
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i. 2020 Business Report (see Attachment 1)
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ii. Audit Committee’s Review Report on 2020 Financial Statements (see Attachment 2~4)
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iii. Report on 2020 Employees’ and Directors’ Compensation. (please refer to Meeting Agenda)
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iv. Cash Distribution to Shareholders from 2020 Earnings (please refer to Meeting Agenda)
、 、 (Questions raised by the shareholders number 111993 and 111992 related to equal treatment revenue and business performance impairment of assets and operation procedures of audit committee. Regarding the questions and relevant suggestions by the shareholders, Chairman or the designated person are fully explained in detail in the meeting.)
IV. Proposals Items
Proposed by the Board of Directors
i. Proposal: Adoption of 2020 Financial Statements.
Explanation:
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2020 consolidated and standalone financial statements have been audited by Certified Public Accountant Chiu, Meng-Chieh and Certified Public Accountant Tsai, Cheng-Tsai of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on February 25, 2021.
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The aforementioned financial statements and business report were reviewed by the Audit Committee.
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For the 2020 business report, please refer to Attachment 1.
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For the 2020 financial statements, please refer to Attachments 2 & Attachment 3.
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Please proceed to adopt.
(Questions raised by the shareholders number 111993 and 111992 related to R&D progress 、 foreign currency exchange 、 and allowance for Inventory Valuation Loss. Regarding the questions and relevant suggestions by the shareholders, Chairman or the designated person are fully explained in detail in the meeting.)
Resolution:
The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
Shares represented at the time of voting: 1,937,895,492.
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| Item | Shares(include shares voted via electronic transmission) |
|---|---|
| Shares voted for theproposal | 1,672,767,900 shares,86.31%of total representedsharespresent. |
| Shares voted against theproposal | 0,0009,266,218 shares |
| Abstained shares | 0,255,861,374 shares |
| Invalid shares | 0,000,000,000 shares |
Proposed by the Board of Directors
ii. Proposal: Adoption of 2020 Earnings Distribution.
Explanation:
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The 2020 profit distributed to shareholders in cash dividends amounted to NT$7,991,377,109 (NT$3.4 per share) was resolved in the Board of Directors meeting convened on February 25, 2021.
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In Fiscal Year 2020, the Company made a net profit of NT$10,016,037,568. By adding unallocated retained earnings of the previous year of NT$7,077,240,723, less adjustments on the equity method investments recognized in retained earnings of NT$89,043,580, less adjustments on re-measurement on define benefit plans recognized in retained earnings of NT$8,916,000, adding cumulative unrealized gain on investments in equity instruments designated as at fair value through other comprehensive income (FVTOCI) transferred directly to retained earnings due to disposal of NT$30,707,369, setting aside 10% of net profit as legal reserve of NT$994,878,536 and special reserve of NT$1,090,618,268, total distributable earnings for the year amounted to NT$14,940,529,276, less the cash dividends resolved in the aforementioned Board of Directors meeting of NT$7,991,377,109, total distributable earnings for the year end amounted to NT$6,949,152,167. For Earnings distribution table and descriptions, see Attachment 5.
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Please proceed to adopt.
Resolution
The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
Shares represented at the time of voting: 1,937,895,492.
| Item | Shares(include shares voted via electronic transmission) |
|---|---|
| Shares voted for theproposal | 1,690,215,701 shares,87.21% of total represented sharespresent. |
| Shares voted against theproposal | 0,0007,502,550 shares |
| Abstained shares | 0,240,177,241shares |
| Invalid shares | 0,000,000,000 shares |
V. Discussion Items
Supplementary Explanation Notes : In accordance with the “Measures for public companies to postpone shareholders' meetings for pandemic prevention” announced by the FSC, the Annual General Shareholders’ Meeting was postponed to August 26, 2021. Therefore, the date of amendment of Articles and Rules in discussion items are adjusted to August 26, 2021.
Proposed by the Board of Directors
i. Discussion of the Amendment to “Articles of Incorporation”
Explanation:
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Pursuant to strengthen the function of the board of directors and to satisfy the Company’s needs, an amendment to “Articles of Incorporation” is proposed.
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Please refer to Attachment 6 for a comparison of the contents before and after amendment.
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Please refer to Appendix 2 for the full contents before amendment.
Supplementary Explanation Notes : The date of amendment in Article XXVII is adjusted to August 26, 2021.
4. Please discuss and resolve.
Resolution:
The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
Shares represented at the time of voting: 1,937,895,492.
| Item | Shares(include shares voted via electronic transmission) |
|---|---|
| Shares voted for theproposal | 1,693,260,070 shares,87.37% of total represented sharespresent. |
| Shares voted against theproposal | 0,0084,741 shares |
| Abstained shares | 0,244,550,681 shares |
| Invalid shares | 0,000,000,000 shares |
Proposed by the Board of Directors
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ii. Discussion of the Amendment to “Rules and Procedures of Shareholders’ Meeting”
Explanation:
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Pursuant to the amendment of regulations from competent authorities, an amendment to “Rules and Procedures of Shareholders’ Meeting” is proposed.
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Please refer to Attachment 7 for a comparison of the contents before and after amendment.
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Please refer to Appendix 1 for the full contents before amendment.
Supplementary Explanation Notes : The date of amendment in Rule No.20 is adjusted to August 26, 2021.
4. Please discuss and resolve.
Resolution:
The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
Shares represented at the time of voting: 1,937,895,492.
| Item | Shares(include shares voted via electronic transmission) |
|---|---|
| Shares voted for theproposal | 1,693,255,867 shares,87.37% of total represented sharespresent. |
| Shares voted against theproposal | 0,000, 80,105 shares |
| Abstained shares | 0, 244,559,520 shares |
| Invalid shares | 0,000,000,000 shares |
Proposed by the Board of Directors
iii. Discussion of the Amendment to “Procedures for Acquisition and Disposal of Assets”
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Pursuant to comply with the classification of derivatives trade declared by the Taiwan Stock Exchange Corporation and the company's current practices, an amendment to “Procedures for Acquisition and Disposal of Assets” is proposed.
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Please refer to Attachment 8 for a comparison of the contents before and after amendment.
Supplementary Explanation Notes : The date of amendment in Procedure No.20 is adjusted to August 26, 2021.
3. Please discuss and resolve.
Resolution
The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
Shares represented at the time of voting: 1,937,895,492.
| Item | Shares(include shares voted via electronic transmission) |
|---|---|
| Shares voted for theproposal | 1,693,259,940 shares,87.37% of total represented sharespresent. |
| Shares voted against theproposal | 0,000, 94,369 shares |
| Abstained shares | 0, 244,541,183 shares |
| Invalid shares | 0,000,000,000 shares |
(Questions raised by the shareholder number 111992 related to Procedures of Shareholders’ Meeting. Regarding the questions and relevant suggestions by the shareholder, Chairman or the designated person are fully explained in detail in the meeting.)
VI. Election Items
Proposed by the Board of Directors
i. To elect one additional Independent Director.
Explanation:
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LITEON’s Articles of Incorporation state that the Company’s Board of Directors shall have seven to eleven directors, of which at least three must be independent and the number of independent directors shall not be less than the minimum of one-fifth of the total number of director seats.
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LITEON’s Board of Directors is currently consisted of nine directors, four of whom are independent. In order to strengthen the function of the board of directors and implement corporate governance, the Board of Directors approved to elect one additional independent director at LITEON’s 2021 Annual Shareholders’ Meeting. After the additional election, the Board of Directors will consist of ten directors, five of whom are independent.
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The newly elected independent directors will be appointed immediately after the appointment. The term of office of the independent director to be elected shall expire on the same date as the term of the existing directors (from May 31, 2021 to June 20, 2022).
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LITEON’s directors shall be elected by adopting candidates nomination system as specified in Article 192-1 of the R.O.C. Company Law. Shareholders shall elect the independent director from the List of Independent Director Candidate, whose education
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and professional qualifications, experience and relevant information are attached hereto as Attachment 9.
Supplementary Explanation Notes : In accordance with the “Measures for public companies to postpone shareholders' meetings for pandemic prevention” announced by the FSC, the Annual General Shareholders’ Meeting was postponed to August 26, 2021. The newly elected independent directors will be appointed immediately after the appointment. Therefore, the term of office of the independent director be elected shall from August 26, 2021 to June 20, 2022.
Election result:
The list of the newly elected director with votes received follows:
| Position | ID No. | Name | Votes Received |
|---|---|---|---|
| Independent Director | K1006* | MK Lu | 1,428,451,610 shares |
VII. Other Items
Proposed by the Board of Directors
i. Discussion of release of directors from non-competition restrictions.
Explanation:
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In order to comply with the Article 209 of Company Act, “if a Director’s act on his/her or others’ behalf falls within the scope of the Company's business, the Director shall illustrate to the shareholders the gist of such act, and obtain the shareholders’ approval.” 2. In view of the diversification needs of the Company’s and that directors (including independent directors) might act in their own interests on matters within the Company’s business scopes, it is proposed to release the non-competition restrictions on directors and independent directors with the premise that directors do not have conflicts of the Company’s interests.
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The detail of release of directors from non-competition restrictions, please refer to Attachment 10.
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Please proceed to adopt.
(Questions raised by the shareholders number 111992 and 111993 related to release of directors from non-competition restrictions. Regarding the questions and relevant suggestions by the shareholder, Chairman or the designated person are fully explained in detail in the meeting.)
Resolution:
The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
Shares represented at the time of voting: 1,937,895,492.
| Item | Shares(include shares voted via electronic transmission) |
|---|---|
| Shares voted for theproposal | 1,610,926,754 shares,83.12% of total represented sharespresent. |
| Shares voted against theproposal | 0,000, 1,381,921 shares |
| Abstained shares | 0, 325,586,817 shares |
| Invalid shares | 0,000,000,000 shares |
VIII. Provisional Motions: None
(Questions raised by the shareholder number 111993 were omitted. The Company has also kept record of the questions and relevant suggestions for future reference.)
IX. Adjournment
There being no other special motion, upon a motion by the Chairman, the meeting was adjourned.
(The minutes of this shareholders' meeting shall state only the main subject of the meeting and the outcome of the motion; the content of the meeting and the shareholders' speech shall still be subject to the audio and video record of the meeting)
Chairman: Tom Soong Recorder: Yawen Yang
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LITE-ON Technology Corporation Attachment 1 Business Report
Dear Shareholders,
Despite the severe challenges in the global economy and the industry in 2020, the hard work of everyone at LITEON made it possible for LITEON to reach historic highs in both profit margin and earnings per share (EPS). The achievement demonstrates LITEON's ongoing success in developing core competencies, creating stronger operations, and increasing profitability. LITEON's global consolidated revenue amounted to NT$157.134 billion in 2020. The gross margin on goods sold was 17.4% for the year and the operating profit margin 6.5%, which rose by 2ppt and 1.2ppt, respectively, year over year. The operating net profit was NT$10.206 billion, which rose by 9% year over year. The net profit after taxes was NT$10.016 billion. The EPS was NT$4.31, which rose by 7% year over year.
Business Performance
With the arrival of 5G technology, the coronavirus induced "new norm" in the end user market, and the stay-at-home economy, LITEON's optoelectronics business segment benefited from increased sales of LED components in sensory technology, 5G, AIoT, and industrial control application in 2020. It also saw rising demand for LED in everyday medicine and sterilization and disinfection UV lights as well as a higher shipment volume for outdoor LED lighting products. For the information and communications technology business segments, the demand for power management systems for cloud computing and other high end servers and network equipment, power supply products for laptop computers, and gaming power supply products kept growing. LITEON's market share in keyboards, mice and other peripherals also increased. The main growth and profitability drivers, cloud computing, 5G, AIoT and optoelectronics, contributed to more than 40% of the profit. In particular, cloud computing sales and profit had reached a certain size and achieved stable growth. Furthermore, LITEON sold the solid-state drive business unit (SSD BU) successfully to KIOXIA Holdings Corporation on July 1, 2020.
Global geopolitics and the pandemic were two sources of uncertainty in the macro environment. They had started pushing the world to shift actively toward decentralized manufacturing. Mass production has always been one of the core competencies that LITEON has spent years to develop. Faced with the huge supply chain challenges created by the pandemic in 2020, LITEON took active measures to allocate global production capacity as appropriate. The company also continued to expand production outside China in order to meet the global demand and to demonstrate strong operational and supply chain resilience. In the future, LITEON will be connecting production and operations centers to accelerate the implementation of advanced manufacturing and digitalized supply chain management. LITEON will also combine smart manufacturing capacity and product development capability of production facilities in different regions for even higher added production and operations value and optimized services for customers worldwide.
Corporate Social Responsibility
LITEON is a long-time participant in sustainable corporate governance and its development. The company takes an active approach to fulfilling its promises to the environment, the community, and the stakeholders. In following the UN Sustainable Development Goals (SDGs), LITEON supports initiatives in educational quality, industry, innovation and infrastructures, responsible consumption and production, climate action, aquatic ecosystem, and global partnership. In particular, LITEON has been hosting a series of "creative coastal cleanup" under the "SEA HOPE Project" since 2018. LITEON works with domestic social enterprises that process styrofoam marine waste, the Penghu County Government, and the Industrial Technology Research Institute to modify recycled styrofoam marine waste into recycled plastics. In 2020, LITEON went on to sponsor the Penghu County Government and the Kinmen County Government in getting the world's first containers that could be processed on site and significantly reduce the transportation volume of styrofoam marine waste. Meanwhile, LITEON succeeded in using modified recycled plastics in LITEON's own keyboard and mouse products. The company also obtained certification of 76% use of post-consumer recycled content and certification of origin. The certification made LITEON the world's first company to put styrofoam marine waste in electronic products.
Trends in global sustainable investing places an emphasis on a company's performance and results in different ESGs. LITEON has been included in the "Dow Jones Sustainability Index (DJSI)" for ten consecutive years and in the MSCI ESG Leaders Index for seven consecutive years. The company also received an A rating in the Carbon Disclosure Project (CDP 2019) in 2020. In Taiwan, LITEON in 2020 won seven TCSA Awards, including "Taiwan Top 10 Sustainable Company" in the overall performance category, "Platinum Award for e-Information Manufacturing" in the corporate sustainability reporting category, and "Creative Communication Award", "Climate Leadership Award", "Circular Economy Leadership Award", "Social Inclusion Award", and "Information Security Award" in the outstanding case category. Furthermore, LITEON was ranked top 5% in the 2020 Corporate Governance Evaluation Survey conducted jointly by the Taiwan Stock Exchange and the Taipei Exchange. In addition, LITEON was included in the FTSE4Good TIP Taiwan ESG Index. The company also won first prize in the electronics technology category of the Global Views Corporate Social Responsibility Survey 2020 as well as the Commonwealth Magazine's Corporate Citizen Award in the large enterprise category for the 14th time.
Business Development
LITEON founder and chairman Raymond Soong left office effective on July 30, 2020, but stayed on the board of directors. LITEON vice chairman and CEO Warren Chen left office, but remained a director of LITEON. The board of directors nominated LITEON director Tom Soong to be the chairman. The focus would be on corporate governance and board operations, training of core talent and long term growth strategies, and the ongoing efforts to secure the company's core competencies and to pass on the corporate culture to new employees. Former electric power business segment CEO Anson Chiu became LITEON president. He was tasked with leading the management team to combine the products, technologies, and services across different business segments in order to provide total solutions for customers. Anson Chiu would be responsible for new business development, global network and smart manufacturing optimization, and enhancement of LITEON's overall business performance and strong long-term growth.
Future Outlook
Since its establishment in 1975, LITEON always sets itself to "strive for excellence". While the world is changing fast and the organization is constantly being modified and refined, the company has never strayed from its initial beliefs and core values. The new management team will continue to promote the same philosophy, and help the company generate new growth momentum. The team will dedicate itself to growing LITEON into an honest and healthy century-old company.
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Looking forward to a new year, we can anticipate many uncertainties and challenges in the market and in the supply chain. LITEON will continue to optimize profitability and create stronger operations. The company will try to expand in cloud computing, 5G, and AIoT, and follow three industry trends such as automotive electronics and driverless vehicles. Growth strategy will be market oriented and built with flexibility to meet maximum customer requirements. LITEON aims to provide total solutions for customers. Meanwhile, we are working hard to build a diverse talent base and shape a talent centric corporate culture. The healthy work environment, compensation and remuneration, and training would make it easier for talent to fulfill their potential. We not only recruit professionals from different fields, but try to attract a younger generation of candidates to join LITEON. Everyone at LITEON works together to push LITEON up a new and sustainable operation peak and create more value for shareholders. We would like to thank you again for your care and support over the years. We look forward to working side by side with you and advance toward an energetic, prosperous, and brand new vision.
Tom Soong Anson Chiu LITEON Chairman LITEON President
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Attachment 2
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Stockholders Lite-On Technology Corporation
Opinion
We have audited the accompanying consolidated financial statements of LITE-ON TECHNOLOGY CORPORATION (the “Company”) and its subsidiaries (collectively, the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements 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 (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. 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.
The key audit matters identified in the audit of the Group’s consolidated financial statements for the year ended December 31, 2020 are as follows:
Allowance for Impairment Loss of Trade Receivables
The allowance for impairment loss of trade receivables reflected management’s subjective judgement and determination of the recoverable amount of overdue receivables containing credit risk. The key assumptions and inputs used in the evaluation process involved significant estimates by management. Hence, we focused on assessing the reasonableness of the management’s estimates of allowance for impairment loss in our audit.
Refer to Note 4 to the consolidated financial statements for the summary of significant accounting policies. Refer to Note 11 to the consolidated financial statements for the carrying amount of trade receivables and impairment loss of trade receivables. In response to management’s estimates mentioned above, we assessed the classification of client’s credit rating, the reasonableness of expected credit loss rates, and the calculation accuracy of allowance for impairment loss.
Allowance for Inventory Valuation Loss
The value of inventory has been affected by the volatility of market demand and the ever-changing technology which could make inventory outdated and obsolete. The policy for determining the allowance for inventory loss reflects the management’s subjective judgement. Hence, we focused on assessing the reasonableness of management’s estimates of allowance for inventory valuation loss in our audit.
Refer to Note 4 to the consolidated financial statements for the summary of significant accounting policies. Refer to Note 12 to the consolidated financial statements for the carrying amount of inventory. In response to management’s estimates mentioned above, we assessed the classification of inventory aging reports by business segment, the reasonableness of allowance for inventory valuation loss rates, the accuracy of inventory aging classification and the allowance calculation via audit sampling, and we observed the year-end physical inventory count for evaluating whether the inventory was outdated or obsolete.
Impairment Loss of Property, Plant, Equipment and Intangible Assets (Including Goodwill)
The value of property, plant, equipment and intangible assets (including goodwill) represents the amounts of relevant assets that have not been depreciated or amortized and are expected to be recoverable in future periods under the conditions of sustainable operation. The management should evaluate at each balance sheet date whether there is any indication of impairment. If there is an indication of impairment, it is necessary to estimate the recoverable amount of the assets. If the recoverable amount of an individual asset cannot be estimated, the management should evaluate the recoverable amount of the cash-generating unit to which the asset belongs. Due to the complexity of the assumptions and involvement of multiple assumptions and estimates, we evaluated and determined that the estimation was made in accordance with IAS No. 36 and evaluated whether confirmed that the carrying amount of the asset is below the recoverable amount.
The accounting policies are described in Note 4 to the consolidated financial statements. For the carrying amounts of the assets, refer to the disclosures in Notes 16 and 19 to the consolidated financial statements. The audit procedures for the matters mentioned above included:
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We obtained the Group’s asset impairment evaluation documents for each cash-generating unit.
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We evaluated the reasonableness of the Group’s assumptions and parameters used in the asset impairment assessments, including the appropriateness of the classification of each cash-generating unit, the cash flow forecasts and the discount rates used.
Other Matter
We have also audited the parent company only financial statements of Lite-On Technology Corporation as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ 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 auditors’ 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 the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
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 for the year ended December 31, 2020 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 audits resulting in this independent auditors’ report are Meng-Chieh Chiu and Cheng-Tsai Tsai.
Deloitte & Touche Taipei, Taiwan Republic of China
February 25, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-1 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Financial assets at amortized cost (Note 9) Contract assets Notes receivable, net (Note 11) Trade receivables, net (Note 11) Trade receivables from related parties (Note 33) Other receivables (Note 11) Other receivables from related parties (Note 33) Inventories, net (Note 12) Disposal groups held for sale (Note 13) Other current assets (Note 20) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Note 8) Financial assets at amortized cost (Note 9) Investments accounted for using the equity method (Note 15) Property, plant and equipment, net (Note 16) Right-of-use assets, net (Note 17) Investment properties, net (Note 18) Intangible assets, net (Note 19) Deferred tax assets (Note 27) Refundable deposits Net defined benefit asset (Note 23) Other non-current assets (Note 20) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 21) Financial liabilities at fair value through profit or loss (Note 7) Contract liabilities Notes payable Trade payables Trade payables to related parties (Note 33) Other payables Other payables to related parties (Note 33) Current tax liabilities Provisions (Note 22) Liabilities directly associated with disposal groups held for sale (Note 13) Lease liabilities (Note 17) Advances received Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Note 27) Lease liabilities (Note 17) Net defined benefit liabilities (Note 23) Guarantee deposits Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY Share capital Ordinary shares Capital surplus Additional paid-in capital from share issuance in excess of par value Bond conversions Treasury share transactions Recognized changes in percentage of ownership interest in subsidiaries Changes in equities of investments in associates accounted for using the equity method Mergers Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized loss of financial assets at fair value through other comprehensive income Gain on hedging instruments Equity directly associated with disposal groups held for sale Total other equity Treasury shares Total equity attributable to owners of the Parent Company NON-CONTROLLING INTERESTS Total equity TOTAL |
2020 Amount % $ 71,508,036 41 1,357,154 1 27,186 - 2,097,360 1 422,524 - 35,990,430 21 38,360 - 2,306,213 1 7,360 - 24,668,663 14 - - 2,160,519 1 140,583,805 80 139,334 - 1,622,561 1 383,801 - 2,582,904 1 18,389,054 10 1,389,516 1 1,250,045 1 4,840,696 3 4,456,927 3 291,481 - 6,319 - 130,794 - 35,483,432 20 $ 176,067,237 100 $ 24,892,419 14 1,612,405 1 13,059 - 12,890 - 42,621,653 24 295,001 - 19,963,281 11 922 - 6,115,170 4 1,179,147 1 - - 225,095 - 2,668,294 2 99,599,336 57 1,682,563 1 551,233 - - - 92,591 - 2,326,387 1 101,925,723 58 23,508,670 14 3,471,812 2 7,462,138 4 626,897 - 37,533 - - - 10,015,194 6 21,613,574 12 13,789,553 8 4,732,075 3 17,026,026 9 35,547,654 20 (5,563,051 ) (3 ) (245,858 ) - - - - - (5,808,909) (3) (1,271,314) (1) 73,589,675 42 551,839 - 74,141,514 42 $ 176,067,237 100 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 67,639,056 36 271,650 - 221,977 - 2,487,281 1 245,525 - 38,078,654 21 73,542 - 5,171,354 3 21,743 - 23,647,443 13 7,025,272 4 1,969,183 1 146,852,680 79 116,644 - 1,521,076 1 338,662 - 4,729,554 3 19,171,374 10 1,602,478 1 1,282,267 1 5,947,819 3 4,577,757 2 347,658 - - - 144,534 - 39,779,823 21 $ 186,632,503 100 $ 30,433,692 16 688,834 - - - 13,271 - 44,304,379 24 730,544 1 21,018,773 11 12,494 - 5,693,989 3 1,043,689 1 2,693,881 2 306,405 - 2,457,892 1 109,397,843 59 1,789,117 1 648,341 - 68,123 - 87,689 - 2,593,270 1 111,991,113 60 23,508,670 13 3,471,812 2 7,462,138 4 548,884 - 48,298 - 273,024 - 10,015,194 6 21,819,350 12 12,845,584 7 3,388,768 2 16,885,813 9 33,120,165 18 (4,390,226 ) (3 ) (312,940 ) - 288 - (14,218) - (4,717,096) (3) (1,271,314) (1) 72,459,775 39 2,181,615 1 74,641,390 40 $ 186,632,503 100 |
The accompanying notes are an integral part of the consolidated financial statements.
- 10 -
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-2 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 25 and 33) Less: Sales allowance Sales returns Total operating revenue COST OF GOODS SOLD (Notes 12, 31 and 33) GROSS PROFIT OPERATING EXPENSES (Notes 26 and 33) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (loss) gain (Notes 11 and 32) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Share of profit of associates accounted for using the equity method Interest income Dividend income Other income (Note 33) Net gain on disposal of investments (Notes 15 and 30) Net gain on foreign currency exchange Net gain on financial assets at fair value through profit or loss Net gain on financial assets at fair value through profit or loss - structured products Finance costs (Notes 26 and 33) Other expenses Net gain (loss) on disposal of property, plant and equipment Net loss on disposal of intangible assets Impairment loss (Notes 15, 16, 17 and 19) Total non-operating income and expenses |
2020 Amount % $ 160,492,872 102 2,785,198 2 574,051 - 157,133,623 100 (129,749,924) (83) 27,383,699 17 (5,470,913) (3) (5,695,018) (4) (5,048,883) (3) (962,691) (1) (17,177,505) (11) 10,206,194 6 385,513 - 1,404,436 1 13,391 - 1,323,270 1 745,573 1 635,338 - 741,409 - 28,059 - (351,374) - (352,667) - 5,238 - (996) - (2,181,463) (1) 2,395,727 2 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 181,808,286 102 2,768,242 1 1,085,878 1 177,954,166 100 (150,616,502) (85) 27,337,664 15 (5,788,391) (3) (6,143,633) (4) (6,083,478) (3) 23,060 - (17,992,442) (10) 9,345,222 5 60,069 - 1,896,183 1 20,484 - 1,722,808 1 261 - 666,584 - 228,483 - - - (844,172) - (343,473) - (30,456) - (15) - (358,140) - 3,018,616 2 (Continued) |
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 27) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 23 and 27) Items not reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments designated as at fair value through other comprehensive income Share of other comprehensive gain (loss) of associates accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of other comprehensive loss of associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Parent Company Non-controlling interests |
2020 Amount % $ 12,601,921 8 (2,772,717) (2) 9,829,204 6 (11,085) - 56,067 - 440 - 2,939 - 48,361 - (1,764,488) (1) (22,694) - 352,220 - (1,434,962) (1) (1,386,601) (1) $ 8,442,603 5 $ 10,016,038 6 (186,834) - $ 9,829,204 6 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 12,363,838 7 (2,958,321) (2) 9,405,517 5 (12,720) - 247,171 - (8,779) - (2,278) - 223,394 - (1,908,702) (1) (166,880) - 419,656 - (1,655,926) (1) (1,432,532) (1) $ 7,972,985 4 $ 9,374,899 5 30,618 - $ 9,405,517 5 |
(Continued)
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Parent Company Non-controlling interests EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 28) From continuing operations Basic Diluted |
2020 Amount % $ 8,668,264 5 (225,661) - $ 8,442,603 5 $4.31 $4.25 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 7,973,221 4 (236) - $ 7,972,985 4 $4.03 $3.98 |
||||
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
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Attachment 2-3
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 Effect of retrospective application BALANCE AT JANUARY 1, 2019 AS RESTATED Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends - 29.2% Changes in non-controlling interests Acquisition of further interests in subsidiaries Changes in percentage of ownership interests in subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Changes in capital surplus from cash dividends of the Parent Company paid to subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income Disposal of investments accounted for using the equity method Buy-back of ordinary shares Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve Special reserve Cash dividends -32% Changes in non-controlling interests Disposal of investments accounted for using the equity method Difference between subsidiaries' disposal of consideration and carrying amount (Notes 14 and 30) Changes in percentage of ownership interests in subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Changes in capital surplus from cash dividends of the Parent Company paid to subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income Net profit (loss) for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020 |
Equity Attributa | ble | to Owners of the Par | ent Company | Treasury Shares (Note 24) $ (1,248,722 ) - (1,248,722 ) - - - - - - - - - - (22,592 ) - - - (1,271,314 ) - - - - - - - - - - - - - $ (1,271,314) |
Non-controlling Interests (Notes 24 and 30) $ 3,354,645 (9,761) 3,344,884 - - - (836,184 ) (326,849 ) - - - - - - 30,618 (30,854) (236) 2,181,615 - - - (16,595 ) - (1,387,520 ) - - - - (186,834 ) (38,827) (225,661) $ 551,839 |
Total Equity $ 74,678,401 (14,906) 74,663,495 - - (6,864,532 ) (836,184 ) (339,465 ) 1,089 (3,928 ) 71,187 - (665 ) (22,592 ) 9,405,517 (1,432,532) 7,972,985 74,641,390 - - (7,521,296 ) (16,595 ) (118,912 ) (1,365,494 ) 15,252 (13,447 ) 78,013 - 9,829,204 (1,386,601) 8,442,603 $ 74,141,514 |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Issue of Share Cap | ital (Note 24) Amount $ 23,508,670 - 23,508,670 - - - - - - - - - - - - - - 23,508,670 - - - - - - - - - - - - - $ 23,508,670 |
Capital Surplus | (Note 24) | Merger $ 10,015,194 - 10,015,194 - - - - - - - - - - - - - - 10,015,194 - - - - - - - - - - - - - $ 10,015,194 |
Total $ 21,745,417 - 21,745,417 - - - - - 1,089 1,657 71,187 - - - - - - 21,819,350 - - - - (288,234 ) (18,362 ) 36,218 (13,411 ) 78,013 - - - - $ 21,613,574 |
Retained E | arnings (Notes 24an | d 30) Unappropriated Earnings $ 15,789,147 (5,145) 15,784,002 (795,684 ) (682,814 ) (6,864,532 ) - (12,616 ) - (5,585 ) - 111,361 - - 9,374,899 (23,218) 9,351,681 16,885,813 (943,969 ) (1,343,307 ) (7,521,296 ) - 7,712 (76,967 ) (20,966 ) (36 ) - 30,707 10,016,038 (7,703) 10,008,335 $ 17,026,026 |
Total $ 30,545,001 (5,145) 30,539,856 - - (6,864,532 ) - (12,616 ) - (5,585 ) - 111,361 - - 9,374,899 (23,218) 9,351,681 33,120,165 - - (7,521,296 ) - 7,712 (76,967 ) (20,966 ) (36 ) - 30,707 10,016,038 (7,703) 10,008,335 $ 35,547,654 |
Oth | er Equity (Note 24) | Total $ (3,226,610 ) - (3,226,610 ) - - - - - - - - (111,361 ) (665 ) - - (1,378,460) (1,378,460) (4,717,096 ) - - - - 161,610 117,355 - - - (30,707 ) - (1,340,071) (1,340,071) $ (5,808,909) |
|||||||||||||
| Additional Paid-in Capital from Share Issuance in Excess of Par Value $ 3,471,812 - 3,471,812 - - - - - - - - - - - - - - 3,471,812 - - - - - - - - - - - - - $ 3,471,812 |
Bond Conversion $ 7,462,138 - 7,462,138 - - - - - - - - - - - - - - 7,462,138 - - - - - - - - - - - - - $ 7,462,138 |
A f Treasury Share Transactions $ 477,697 - 477,697 - - - - - - - 71,187 - - - - - - 548,884 - - - - - - - - 78,013 - - - - $ 626,897 |
Difference Between Consideration and Carry Amounts djusted Arising rom Changes in Percentage of Ownership in Subsidiaries $ 47,209 - 47,209 - - - - - 1,089 - - - - - - - - 48,298 - - - - (28,621 ) (18,362 ) 36,218 - - - - - - $ 37,533 |
Changes in Capital Surplus from Investments in Associates Accounted for Using Equity Method $ 271,367 - 271,367 - - - - - - 1,657 - - - - - - - 273,024 - - - - (259,613 ) - - (13,411 ) - - - - - $ - |
|||||||||||||||||||||
Exchange Differences on Translating Foreign Operations $ (2,779,863 ) - (2,779,863 ) - - - - - - - - - (665 ) - - (1,609,698) (1,609,698) (4,390,226 ) - - - - 168,121 51,616 - - - - - (1,392,562) (1,392,562) $ (5,563,051) |
Unrealized Gain (Loss) on Financial Assets Designated as Fair Value Through Other Comprehensive Income $ (449,461 ) - (449,461 ) - - - - - - - - (111,361 ) - - - 247,882 247,882 (312,940 ) - - - - (7,712 ) 49,434 - - - (30,707 ) - 56,067 56,067 $ (245,858) |
Gain (Loss) on Hedging Instruments $ 2,714 - 2,714 - - - - - - - - - - - - (2,426) (2,426) 288 - - - - 1,201 - - - - - - (1,489) (1,489) $ - |
Equity Directly Associated with Disposal Groups Held-for-sale $ - - - - - - - - - - - - - - - (14,218) (14,218) (14,218 ) - - - - - 16,305 - - - - - (2,087) (2,087) $ - |
||||||||||||||||||||||
| Shares (In Thousands) 2,350,867 - 2,350,867 - - - - - - - - - - - - - - 2,350,867 - - - - - - - - - - - - - 2,350,867 |
Legal Reserve $ 12,049,900 - 12,049,900 795,684 - - - - - - - - - - - - - 12,845,584 943,969 - - - - - - - - - - - - $ 13,789,553 |
Special Reserve $ 2,705,954 - 2,705,954 - 682,814 - - - - - - - - - - - - 3,388,768 - 1,343,307 - - - - - - - - - - - $ 4,732,075 |
The accompanying notes are an integral part of the consolidated financial statements.
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Attachment 2-4
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (gain) Net gain on fair value changes of financial assets as at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of associates accounted for using the equity method Net loss (gain) on disposal of property, plant and equipment Net loss on disposal of intangible asset Net gain on disposal of non-current assets held for sale Net gain on disposal of investments Impairment loss recognized on non-financial assets Impairment loss reversed on non-financial assets Unrealized net loss (gain) on foreign currency exchange Net loss (gain) on disposal of subsidiaries Recognition of provisions Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Provisions Advance receipts Net defined benefit liabilities Cash generated from operations Interest received Dividends received |
2020 $ 12,601,921 3,841,642 196,648 962,691 (769,468) 351,374 (1,404,436) (13,391) (385,513) (5,238) 996 (304,830) (745,573) 1,984,537 - 314,774 51,146 380,078 712,823 400,809 (178,274) 1,261,909 35,182 2,742,926 14,383 (2,013,648) (209,458) (372) (86,466) (435,543) (694,792) (11,572) (240,845) 248,247 (74,461) 18,528,206 1,417,894 13,391 |
2019 $ 12,363,838 4,391,453 223,431 (23,060) (228,483) 844,172 (1,896,183) (20,484) (60,069) 30,456 15 - (261) - (887,297) (792,299) (226,034) 300,722 730,141 588,627 446,787 5,252,094 16,553 4,322,842 (17,325) 6,185,308 603,977 (4,964) (4,625,264) (51,080) (6,782,557) (3,927) (264,988) 546,307 (91,495) 20,870,953 1,902,531 20,484 |
|---|---|---|
(Continued)
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Purchases of financial assets at amortized cost Proceeds from disposal of financial assets at amortized costs Proceeds from disposal of investments accounted for using the equity method Net cash outflow on acquisition of subsidiaries Net cash inflow (outflow) on disposal of subsidiaries (Note 30) Proceeds from disposal of non-current assets held for sale Purchases of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Purchases of intangible assets Proceeds from disposal of intangible assets Decrease (increase) in other non-current assets Dividend received from associates Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Repayments of the principal portion of lease liabilities Cash dividends paid Payments for buy-back of ordinary shares Acquisition of subsidiaries Disposal of subsidiaries (Note 30) Changes in non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES |
2020 $ (391,481) (2,004,677) 17,563,333 (267,562) 140,318 (181,298) 330,950 2,698,700 (273,957) (1,706,324) 3,266,204 (3,378,395) 40,933 42,135 (124,566) 10,963 (14,771) - 583,330 - (5,209,351) - 5,724 (313,182) (7,443,283) - - 295,686 (25,316) (12,689,722) (1,587,961) |
2019 $ (855,798) (2,176,423) 19,761,747 (11,500) 292,270 (658,270) 720,192 3,997 - 355,775 422,389 (5,174,012) 193,894 144,006 (282,196) 3,062 12,339 140,066 (3,837,988) 691,702 - (184) 11,573 (332,362) (6,793,345) (22,592) (364,239) - (814,371) (7,623,818) (1,808,492) |
|---|---|---|
(Continued)
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR Reconciliation of cash and cash equivalents at the end of the year: Cash and cash equivalents on consolidated balance sheet Cash and cash equivalents included in disposal groups held for sale (Note 13) Cash and cash equivalents at the end of the year |
2020 $ 3,868,980 67,639,056 $ 71,508,036 2020 $ 71,508,036 - $ 71,508,036 |
2019 $ 6,491,449 63,285,301 $ 69,776,750 2019 $ 67,639,056 2,137,694 $ 69,776,750 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
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Attachment 3
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Lite-On Technology Corporation
Opinion
We have audited the accompanying financial statements of LITE-ON TECHNOLOGY CORPORATION (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of 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 audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the Company’s financial statements for the year ended December 31, 2020 are as follows:
Allowance for Impairment Loss of Trade Receivables
The allowance for impairment loss of trade receivables reflected management’s subjective evaluation and determination of the recoverable amount of overdue receivables containing credit risk. The key assumptions and inputs used in the evaluation process involved significant estimates by management. Hence, we focused on assessing the reasonableness of the management’s estimates of allowance for impairment loss in our audit.
Refer to Note 4 to the Company’s financial statements for the summary of significant accounting policies. Refer to Note 11 to the Company’s financial statements for the carrying amount of trade receivables and impairment loss of trade receivables. In response to management’s estimates mentioned above, we assessed the classification of client’s credit rating, the reasonableness of expected credit loss rates, the calculation accuracy of allowance for impairment loss.
Allowance for Inventory Valuation Loss
The value of inventory has been affected by the volatility of market demand and ever-changing technology which could make inventory outdated and obsolete. The policy for determining the allowance for inventory loss reflects management’s subjective evaluation. Hence, we focused on assessing the reasonableness of management’s estimates of allowance for inventory valuation loss in our audit.
Refer to Note 4 to the Company’s financial statements for the summary of significant accounting policies. Refer to Note 12 to the Company’s financial statements for the carrying amount of inventory. In response to management’s estimates mentioned above, we assessed the classification of inventory aging reports by business segments, the reasonableness of allowance for inventory valuation loss rates, the accuracy of inventory aging classification and the allowance calculation via audit sampling, and we observed the year-end physical inventory count for evaluating whether the inventory was outdated or obsolete.
Impairment Loss of Property, Plant, Equipment and Intangible Assets (Including Goodwill)
The value of property, plant, equipment and intangible assets (including goodwill) represents the amounts of relevant assets that have not been depreciated or amortized and are expected to be recoverable in future periods under the conditions of sustainable operation. The management should evaluate at each balance sheet date whether there is any indication of impairment. If there is an indication of impairment, it is necessary to estimate the recoverable amount of the assets. If the recoverable amount of an individual asset cannot be estimated, the management should evaluate the recoverable amount of the cash-generating unit to which the asset belongs. Due to the complexity of the assumptions and involvement of multiple assumptions and estimates, we evaluated and determined that the estimation was made in accordance with IAS No. 36 and evaluated whether the carrying amount of the asset is below the recoverable amount.
The accounting policies are described in Note 4 to the Company’s financial statements. For the carrying amounts of the assets, refer to the disclosures in Notes 15 and 17 to the financial statements. The audit procedures for the matters mentioned above included:
-
We obtained the Company’s asset impairment evaluation documents for each cash-generating unit.
-
We evaluated the reasonableness of the Company’s assumptions and parameters used in the asset impairment assessments, including the appropriateness of the classification of each cash-generating unit, the cash flow forecasts and the discount rates used.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 audit committee, are responsible for overseeing the Company’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 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 Meng-Chieh Chiu and Cheng-Tsai Tsai.
Deloitte & Touche Taipei, Taiwan Republic of China February 25, 2021
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with 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 financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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Attachment 3-1
LITE-ON TECHNOLOGY CORPORATION
BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Financial assets at amortized cost (Notes 9 and 30) Contract assets Notes receivable, net (Note 11) Trade receivables, net (Note 11) Trade receivables from related parties (Note 29) Other receivables Other receivables from related parties (Note 29) Inventories, net (Note 12) Prepayments Non-current assets held for sale (Note 13) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Note 8) Financial assets at amortized cost (Notes 9 and 30) Investments accounted for using the equity method (Notes 14 and 29) Property, plant and equipment, net (Notes 15 and 29) Right-of-use assets, net (Note 16) Intangible assets, net (Note 17) Deferred tax assets (Note 24) Refundable deposits Net defined benefit assets (Note 20) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Financial liabilities at fair value through profit or loss (Note 7) Contract liabilities Trade payables Trade payables to related parties (Note 29) Other payables Other payables to related parties (Note 29) Current tax liabilities Provisions (Note 19) Lease liabilities (Note 16) Advances received Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Note 24) Lease liabilities (Note 16) Guarantee deposits Total non-current liabilities Total liabilities EQUITY Share capital Ordinary shares Capital surplus Additional paid-in capital from share issuance in excess of par value Bond conversions Treasury share transactions Recognized changes in percentage of ownership interest in subsidiaries Changes in equities of investments in associates accounted for using the equity method Mergers Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized loss of financial assets at fair value through other comprehensive income Gain on hedging instruments Total other equity Treasury shares Total equity TOTAL |
2020 Amount % $ 6,101,978 4 738,188 1 27,186 - 271,395 - - - 21,407,212 15 8,198,192 6 1,142,397 1 171,790 - 5,641,260 4 678,143 - - - 44,377,741 31 69,176 - 468,536 - 291,774 - 81,084,824 57 8,240,165 6 163,449 - 4,748,110 3 3,955,980 3 39,342 - 13,081 - 6,471 - 99,080,908 69 $ 143,458,649 100 $ 16,786,635 12 1,348,761 1 13,059 - 3,474,791 2 27,791,580 19 12,517,062 9 105,885 - 3,803,573 3 996,166 1 23,502 - 1,356,933 1 68,217,947 48 1,489,510 1 141,699 - 19,818 - 1,651,027 1 69,868,974 49 23,508,670 16 3,471,812 2 7,462,138 5 626,897 1 37,533 - - - 10,015,194 7 21,613,574 15 13,789,553 10 4,732,075 3 17,026,026 12 35,547,654 25 (5,563,051) (4) (245,858) - - - (5,808,909) (4) (1,271,314) (1) 73,589,675 51 $ 143,458,649 100 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 5,160,275 4 127,764 - 120,894 - 276,129 - 207 - 21,578,655 15 9,112,758 6 512,440 - 205,810 - 6,759,512 5 622,459 1 4,604,229 3 49,081,132 34 59,364 - 278,625 - 230,518 - 78,825,567 54 7,885,540 5 93,033 - 5,528,836 4 3,912,461 3 102,713 - 9,278 - 6,471 - 96,932,406 66 $ 146,013,538 100 $ 20,134,925 14 - - - - 3,116,384 2 31,425,045 21 11,331,303 8 286,494 - 3,552,602 2 863,538 1 28,852 - 1,163,175 1 71,902,318 49 1,569,467 1 65,385 - 16,593 - 1,651,445 1 73,553,763 50 23,508,670 16 3,471,812 3 7,462,138 5 548,884 - 48,298 - 273,024 - 10,015,194 7 21,819,350 15 12,845,584 9 3,388,768 2 16,885,813 12 33,120,165 23 (4,404,444) (3) (312,940) - 288 - (4,717,096) (3) (1,271,314) (1) 72,459,775 50 $ 146,013,538 100 |
The accompanying notes are an integral part of the financial statements.
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LITE-ON TECHNOLOGY CORPORATION Attachment 3-2
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 22 and 29) Less: Sales returns Sales allowance Total operating revenue COST OF GOODS SOLD (Notes 12, 23 and 29) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 23 and 29) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (Notes 11 and 28) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Share of profit of subsidiaries and associates accounted for using the equity method Interest income Dividend income Other income (Note 29) Net gain on disposal of property, plant and equipment Net gain (loss) on disposal of investments Net gain on foreign currency exchange Net gain on financial assets at fair value through profit or loss Finance costs (Notes 23 and 29) Other expenses Net loss on disposal of intangible asset Impairment loss (Notes 14, 15 and 17) Total non-operating income and expenses |
2020 Amount % $ 101,992,611 102 365,624 - 2,073,363 2 99,553,624 100 (86,767,469) (87) 12,786,155 13 (41,044) - 12,745,111 13 (2,069,021) (2) (4,419,077) (5) (2,865,416) (3) (21,178) - (9,374,692) (10) 3,370,419 3 6,241,446 6 19,388 - 11,113 - 665,930 1 24,257 - 992,891 1 1,281,464 1 558,183 1 (197,981) - (13,398) - (72) - (1,580,584) (2) 8,002,637 8 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 123,561,638 102 626,709 - 2,063,499 2 120,871,430 100 (107,679,816) (89) 13,191,614 11 (54,041) - 13,137,573 11 (2,024,057) (2) (4,800,162) (4) (3,764,771) (3) (10,634) - (10,599,624) (9) 2,537,949 2 5,620,984 5 51,933 - 8,263 - 1,877,588 1 34,935 - (31,365) - 361,889 - 738,420 1 (462,006) - (179,153) - - - - - 8,021,488 7 |
(Continued)
- 21 -
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 20, 21 and 24) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments designated as at fair value through other comprehensive income Share of other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method Income tax relating to items will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of other comprehensive loss of subsidiaries and associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 25) From continuing operations Basic Diluted |
2020 Amount % $ 11,373,056 11 (1,357,018) (1) 10,016,038 10 (11,145) - 62,668 - (5,388) - 2,229 - 48,364 - (1,725,075) (2) (14,635) - 343,572 1 (1,396,138) (1) (1,347,774) (1) $ 8,668,264 9 $4.31 $4.25 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 10,559,437 9 (1,184,538) (1) 9,374,899 8 (11,835) - 165,202 - 68,930 - 2,367 - 224,664 - (1,885,353) (1) (160,531) - 419,542 - (1,626,342) (1) (1,401,678) (1) $ 7,973,221 7 $4.03 $3.98 |
||||
The accompanying notes are an integral part of the financial statements.
(Concluded)
- 22 -
LITE-ON TECHNOLOGY CORPORATION Attachment 3-3
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends - 29.2% Acquisition of further interests in subsidiaries Changes in percentage of ownership interest in subsidiaries Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Changes in capital surplus from cash dividends of the Company paid to subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income Disposal of investments accounted for using the equity method Buy-back of ordinary shares Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve Special reserve Cash dividends - 32% Disposal of investments accounted for using the equity method Difference between subsidiaries' disposal of consideration and carrying amount (Note 14) Changes in percentage of ownership interests in subsidiaries Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Changes in capital surplus from cash dividends of the Company paid to subsidiaries Disposal of investments in equity instruments designated as fair value through other comprehensive income Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020 |
Issue of Share Capital(Note 21) Shares (In Thousands) Amount 2,350,867 $ 23,508,670 - - - - - - - - - - - - - - - - - - - - - - - - - - 2,350,867 23,508,670 - - - - - - - - - - - - - - - - - - - - - - - - 2,350,867 $ 23,508,670 |
Capital Surplus(Note 21) | Capital Surplus(Note 21) | Total $ 21,745,417 - - - - 1,089 1,657 71,187 - - - - - - 21,819,350 - - - (288,234 ) (18,362 ) 36,218 (13,411 ) 78,013 - - - - $ 21,613,574 |
Retained Earnings (Note 21) | Total $ 30,545,001 - - (6,864,532 ) (12,616 ) (5,145 ) (5,585 ) - 111,361 - - 9,374,899 (23,218) 9,351,681 33,120,165 - - (7,521,296 ) 7,712 (76,967 ) (20,966 ) (36 ) - 30,707 10,016,038 (7,703) 10,008,335 $ 35,547,654 |
Other Equity (Note 21) | Other Equity (Note 21) | Total $ (3,226,610 ) - - - - - - - (111,361 ) (665 ) - - (1,378,460) (1,378,460) (4,717,096 ) - - - 161,610 117,355 - - - (30,707 ) - (1,340,071) (1,340,071) $ (5,808,909) |
Treasury Shares (Note 21) $ (1,248,722 ) - - - - - - - - - (22,592 ) - - - (1,271,314 ) - - - - - - - - - - - - $ (1,271,314) |
Total Equity $ 71,323,756 - - (6,864,532 ) (12,616 ) (4,056 ) (3,928 ) 71,187 - (665 ) (22,592 ) 9,374,899 (1,401,678) 7,973,221 72,459,775 - - (7,521,296 ) (118,912 ) 22,026 15,252 (13,447 ) 78,013 - 10,016,038 (1,347,774) 8,668,264 $ 73,589,675 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| P |
Additional aid-in Capital From Share Issuance in Excess of Par Value $ 3,471,812 - - - - - - - - - - - - - 3,471,812 - - - - - - - - - - - - $ 3,471,812 |
Bond Conversions $ 7,462,138 - - - - - - - - - - - - - 7,462,138 - - - - - - - - - - - - $ 7,462,138 |
Treasury Share Transactions $ 477,697 - - - - - - 71,187 - - - - - - 548,884 - - - - - - - 78,013 - - - - $ 626,897 |
Changes in Equities of Recognized Changes in Investments in Associates and Percentage of Joint Ventures Ownership Accounted for Interest in Subsidiaries Using the Equity Method $ 47,209 $ 271,367 - - - - - - - - 1,089 - - 1,657 - - - - - - - - - - - - - - 48,298 273,024 - - - - - - (28,621 ) (259,613 ) (18,362 ) - 36,218 - - (13,411 ) - - - - - - - - - - $ 37,533 $ - |
Mergers $ 10,015,194 - - - - - - - - - - - - - 10,015,194 - - - - - - - - - - - - $ 10,015,194 |
|||||||||||
| Unrealized Exchange Gain (Loss) on Financial Assets Differences on at Fair Value Translating Through Other Foreign Operations Comprehensive Income $ (2,779,863 ) $ (449,461 ) - - - - - - - - - - - - - - - (111,361 ) (665 ) - - - - - (1,623,916) 247,882 (1,623,916) 247,882 (4,404,444 ) (312,940 ) - - - - - - 168,121 (7,712 ) 67,921 49,434 - - - - - - - (30,707 ) - - (1,394,649) 56,067 (1,394,649) 56,067 $ (5,563,051) $ (245,858) |
Gain (Loss) on Hedging Instruments $ 2,714 - - - - - - - - - - - (2,426) (2,426) 288 - - - 1,201 - - - - - - (1,489) (1,489) $ - |
|||||||||||||||
| Shares (In Thousands) 2,350,867 - - - - - - - - - - - - - 2,350,867 - - - - - - - - - - - - 2,350,867 |
Legal Reserve Special Reserve Unappropriated Earnings $ 12,049,900 $ 2,705,954 $ 15,789,147 795,684 - (795,684 ) - 682,814 (682,814 ) - - (6,864,532 ) - - (12,616 ) - - (5,145 ) - - (5,585 ) - - - - - 111,361 - - - - - - - - 9,374,899 - - (23,218) - - 9,351,681 12,845,584 3,388,768 16,885,813 943,969 - (943,969 ) - 1,343,307 (1,343,307 ) - - (7,521,296 ) - - 7,712 - - (76,967 ) - - (20,966 ) - - (36 ) - - - - - 30,707 - - 10,016,038 - - (7,703) - - 10,008,335 $ 13,789,553 $ 4,732,075 $ 17,026,026 |
The accompanying notes are an integral part of the financial statements.
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Attachment 3-4
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss Net gain on fair value changes of financial assets as at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of subsidiaries and associates accounted for using the equity method Net gain on disposal of property, plant and equipment Net loss on disposal of intangible assets Net loss (gain) on disposal of investments Impairment loss recognized (reversed) on non-financial assets Unrealized gain on transactions with subsidiaries and associates Unrealized net gain on foreign currency exchange Recognition of provisions Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Contract liabilities Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Provisions Advance receipts Net defined benefit liabilities Cash generated from operations Interest received |
2020 $ 11,373,056 598,874 176,525 21,178 (558,183) 197,981 (19,388) (11,113) (6,241,446) (24,257) 72 (992,891) 1,485,864 41,044 (9,072) 366,374 1,296,520 4,734 207 192,419 941,632 (626,181) 34,020 860,607 (55,684) 13,059 - 350,001 (3,781,448) 865,920 (180,609) (233,746) 193,758 (14,948) 6,264,879 19,345 |
2019 $ 10,559,437 696,541 204,529 10,634 (738,420) 462,006 (51,933) (8,263) (5,620,984) (34,935) - 31,365 (121,539) 54,041 (561,451) 255,747 609,515 353,456 996 4,706,057 1,776,944 415,382 203,863 532,837 17,723 - (2,571) (1,396,219) (3,936,863) (843,924) 193,050 (243,250) 427,211 (13,620) 7,937,362 53,437 (Continued) |
|---|---|---|
1
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Dividends received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Purchases of financial assets at amortized costs Proceeds from disposal of financial assets at amortized costs Purchases of investments accounted for using the equity method Proceeds from disposal of investments accounted for using the equity method Net cash outflow on spin-off of subsidiaries (Note 14) Net cash outflow on acquisition of subsidiaries (Note 26) Proceeds from capital reduction of investments accounted for using the equity method Proceeds from disposal of non-current assets held for sale Purchases of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Purchases of intangible assets Proceeds from disposal of intangible assets Dividends received from subsidiaries and associates Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from guarantee deposits received Repayments of the principal portion of lease liabilities Cash dividends paid Payments for buy-back of ordinary shares Acquisition of subsidiaries Disposal of partial interests in subsidiary without a loss of control Net cash used in financing activities |
2020 $ 11,113 (216,888) (752,547) 5,325,902 (267,562) 140,318 (89,272) 121,723 - 2,423,867 - (321,461) 609,528 5,415,152 (886,425) 32,800 63,371 (87,314) 207 179,603 7,334,535 - (3,524,025) 3,225 (32,094) (7,521,296) - (940,230) 295,686 (11,718,734) |
2019 $ 8,262 (469,824) (328,751) 7,200,486 (11,500) - (42,722) - (2,013,931) 7,957 (2,176,374) - 404,353 - (1,812,444) 64,094 (8,015) (231,573) - 367,957 (5,452,198) 3,269,010 - 613 (52,621) (6,864,532) (22,591) - - (3,670,121) (Continued) |
|---|---|---|
2
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR The accompanying notes are an integral part of the financial statements. |
2020 $ 941,703 5,160,275 $ 6,101,978 |
2019 $ (1,921,833) 7,082,108 $ 5,160,275 (Concluded) |
|---|---|---|
3
Attachment 4
AUDIT COMMITTEE REPORT
To: Shareholders’ Annual General Meeting for Year 2021, Lite-On Technology Corporation
The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2020 Business Report, Financial Statements and the proposal of distribution of earnings. The Financial Statements have been duly audited by Certified Public Accountants Chiu, Meng-Chieh and Tsai, Cheng-Tsai of Deloitte Touche Tohmatsu International Taiwan. The above Business Report, Financial Statements and the proposal of distribution of earnings have been examined and determined to be correct by the undersigned. This Report is duly submitted in accordance with Article 14-4 of Securities and Exchange Law and Article 219 of the Company Law.
The Audit Committee, Chairman:
Mr. Albert Hsueh February 25 2021
4
Attachment 5
Lite-On Technology Corporation Earnings Distribution Table Year 2021
Amount (NT$) Unallocated earnings, beginning of year $7,077,240,723 Less: adjustments on equity method investments (89,043,580) Less: adjustments on re-measurement on define (8,916,000) benefit plans recognized in retained earnings Add: cumulative unrealized gain on investments in 30,707,369 equity instruments designated as at fair value through other comprehensive income (FVTOCI) transferred directly to retained earnings due to disposal
Adjusted unallocated earnings 7,009,988,512 Add: Net profit 10,016,037,568 Less: Legal reserve (10%) (994,878,536) Less: Special reserve (1,090,618,268) Distributable earnings 14,940,529,276 Distribution: (1) Cash dividends: (NT$3.4/per share) (7,991,377,109) Unallocated earnings, end of year $ 6,949,152,167
Note: Earnings Appropriation in the first three quarters of 2020
$ -
Explanation:
-
When unallocated earnings on which 5% surtax is levied in accordance with Article 66-9 of the Income Tax Act is calculated, earnings of the latest year should be specifically identified and distributed first as required under Tai-Cai-Shui No. 871941343 of the Ministry of Finance dated April 30, 1998.
-
Under Rule No. 10802432410 issued by the Ministry of Economic Affairs, the basis of recognizing 10% legal reserve was modified as unappropriated earnings taken into consideration profit before income tax and items other than profit before income tax.
-
Special reserve is appropriated in accordance with Article 41 paragraph 1 of Securities and Exchange Act and Financial-Supervisory-Securities, No. 1090150022 of the Financial Supervisory Commission dated Mar 31, 2021.
5
Attachment 6
Lite-On Technology Corporation
Comparison Table of Amendments to the Articles of Incorporation
| Contents after Amendment | Contents after Amendment | Contents before Amendment | Explanation | |
|---|---|---|---|---|
| Chapter Four Directors and Directors |
~~Audit Committee~~Board of |
Chapter Four Directors and Audit Committee |
Amended according to current practical operations |
|
| Article XX-1 | (N.A.) | Articles related to the establishment of functional committees have been added to strengthen the functions of the Board of Directors and according to current practical operations |
||
| Article XX~~-12~~ Remuneration to directors shall be duly determined by the Board of Directors with reference to the level of their participation in the business operation and values of their contribution as well as the level prevalent in fellow firms at home and abroad. |
Article XX-1 Remuneration to directors shall be duly determined by the Board of Directors with reference to the level of their participation in the business operation and values of their contribution as well as the level prevalent in fellow firms at home and abroad. |
Adjusted the order of the articles |
||
| Article XX~~-23~~ The Company may purchase liability insurance for directors for the term of their office to insure them for potential risk in exercise of their duties. |
Article XX-2 The Company may purchase liability insurance for directors for the term of their office to insure them for potential risk in exercise of their duties. |
Adjusted the order of the articles |
||
| Article XXVII The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20,1992as the 3rd amendment. |
Article XXVII The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May20,1992as the 3rd amendment. |
Addition of date of amendment. |
6
Explanation
Contents after Amendment Contents before Amendment The Articles were duly amended on June The Articles were duly amended on 27, 1992 as the 4th amendment. June 27, 1992 as the 4th amendment. The Articles were duly amended on June The Articles were duly amended on 21, 1993 as the 5th amendment. June 21, 1993 as the 5th amendment. The Articles were duly amended on The Articles were duly amended on December 18, 1993 as the 6th December 18, 1993 as the 6th amendment. amendment. The Articles were duly amended on May The Articles were duly amended on 30, 1995 as the 7th amendment. May 30, 1995 as the 7th amendment. The Articles were duly amended on The Articles were duly amended on April 2, 1996 as the 8th amendment. April 2, 1996 as the 8th amendment. The Articles were duly amended on May The Articles were duly amended on 6, 1997 as the 9th amendment. May 6, 1997 as the 9th amendment. The Articles were duly amended on May The Articles were duly amended on 19, 1998 as the 10th amendment. May 19, 1998 as the 10th amendment. The Articles were duly amended on June The Articles were duly amended on 21, 1999 as the 11th amendment. June 21, 1999 as the 11th amendment. The Articles were duly amended on May The Articles were duly amended on 31, 2000 as the 12th amendment. May 31, 2000 as the 12th amendment. The Articles were duly amended on April The Articles were duly amended on 19, 2001 as the 13th amendment. April 19, 2001 as the 13th amendment. The Articles were duly amended on May The Articles were duly amended on 21, 2002 as the 14th amendment. May 21, 2002 as the 14th amendment. The Articles were duly amended on The Articles were duly amended on August 5, 2002 as the 15th amendment. August 5, 2002 as the 15th amendment. The Articles were duly amended on May The Articles were duly amended on 13, 2003 as the 16th amendment. May 13, 2003 as the 16th amendment. The Articles were duly amended on June The Articles were duly amended on 15, 2004 as the 17th amendment. June 15, 2004 as the 17th amendment. The Articles were duly amended on June The Articles were duly amended on 14, 2005 as the 18th amendment. June 14, 2005 as the 18th amendment. The Articles were duly amended on June The Articles were duly amended on 21, 2006 as the 19th amendment. June 21, 2006 as the 19th amendment. The Articles were duly amended on June The Articles were duly amended on 21, 2007 as the 20th amendment. June 21, 2007 as the 20th amendment. The Articles were duly amended on June The Articles were duly amended on 25, 2008 as the 21st amendment. June 25, 2008 as the 21st amendment. The Articles were duly amended on June The Articles were duly amended on 15, 2010 as the 22nd amendment. June 15, 2010 as the 22nd amendment. The Articles were duly amended on June The Articles were duly amended on
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| Contents after Amendment | Contents before Amendment | Explanation | |
|---|---|---|---|
| 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment. The Articles were duly amended on June 19, 2014 as the 25th amendment. The Articles were duly amended on June 24, 2015 as the 26th amendment. The Articles were duly amended on June 22, 2017 as the 27th amendment. The Articles were duly amended on June 22, 2018 as the 28th amendment. The Articles were duly amended on June 21, 2019, as the 29th amendment. The Articles were duly amended on Aug 26, 2021, as the 30th amendment. |
June 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment. The Articles were duly amended on June 19, 2014 as the 25th amendment. The Articles were duly amended on June 24, 2015 as the 26th amendment. The Articles were duly amended on June 22, 2017 as the 27th amendment. The Articles were duly amended on June 22, 2018 as the 28th amendment. The Articles were duly amended on June 21, 2019, as the 29th amendment. |
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Attachment 7
Lite-On Technology Corporation
Rules and Procedures of Shareholders’ Meetings, Contents Before and After Amendment
in Comparison
| in Comparison | ||
|---|---|---|
| Contents after Amendment | Contents before Amendment | Explanation |
3:Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation andthis Corporation’s~~the~~ professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The reasons for convening a |
3:Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. |
Duly amended in accordance with the law “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings”. |
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shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, capital reduction, application for cessation of public offering, release of directors from non-competition restrictions, capital increase from earnings, capital increase from surplus, the dissolution, merger, or demerger of the corporation, any matter under Article 185, paragraph 1 of the Company Act, any matter under Article 26-1 and Article 43-6 of the Securities and Exchange Act, or any matter under Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out in the notice of the reasons for convening the shareholders meeting and explain its main content. None of the above matters may be raised by an extraordinary motion. ~~The main content may be placed on the website designated by the securities authority or this Corporation, and its website address shall be stated in the meeting notice.~~ Paragraph 5 omitted.
A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company for discussion at a regular shareholders meeting, more than one proposal will not be included in the proposals for discussion. ~~However, if there is a proposal submitted by directors to urge this Corporation to promote public interest or fulfill social responsibilities, the board of directors can include the proposal for discussion.~~
If the proposal proposed by the shareholder is under the
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, capital reduction, application for cessation of public offering, release of directors from non-competition restrictions, capital increase from earnings, capital increase from surplus, the dissolution, merger, or demerger of the corporation, any matter under Article 185, paragraph 1 of the Company Act shall be set out in the notice of the reasons for convening the shareholders meeting and explain its main content. None of the above matters may be raised by an extraordinary motion. The main content may be placed on the website designated by the securities authority or this Corporation, and its website address shall be stated in the meeting notice.
Paragraph 5 omitted.
A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company for discussion at a regular shareholders meeting, more than one proposal will not be included in the proposals for discussion. However, if there is a proposal submitted by directors to urge this Corporation to promote public interest or fulfill social responsibilities, the board of directors can include the proposal for discussion. If the proposal proposed by the shareholder is under the circumstances in paragraph 4 of Article 172-1 of the Company Law, the board of directors can exclude the proposal for discussion. Omitted.
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circumstances in paragraph 4 of Article 172-1 of the Company Law, the board of directors can exclude the proposal for discussion.
Directors may raise a proposal to urge this Corporation to promote public interest or fulfill social responsibilities, the procedure of which shall be conducted in accordance with relevant regulations of Article 172-1 under the Company Act stipulating that directors may only raise one proposal; proposals beyond the first one will not be included in the proposals for discussion. Omitted.
6 :
7 :
9 :
6 :
Duly amended in accordance with the law “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings”.
Paragraphs 1 and 2 omitted. Shareholders or their proxies (collectively, “shareholders”) shall attend shareholders meetings based on attendance ~~cards,~~ sign-in cards. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. Omitted.
Paragraphs 1 and 2 omitted. Shareholders or their proxies (collectively, “shareholders”) shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. Omitted.
7 :
Duly amended in Paragraphs 1 and 2 omitted. Paragraphs 1 and 2 omitted. accordance with the It is advisable that shareholders It is advisable that shareholders meetings convened by the board of meetings convened by the board law “Sample directors be chaired by the of directors be attended by a Template for XXX Chairman and be attended by a majority of the directors, at least majority of the directors, at least one independent director in Co., Ltd. Rules of one independent director in person, and at least one member Procedure for person, and at least one member of of each functional committee on each functional committee on behalf of the committee. The Shareholders behalf of the committee. The attendance shall be recorded in Meetings”. attendance shall be recorded in the the meeting minutes. meeting minutes. Omitted. Omitted. 9 : Duly amended in Attendance at shareholders Attendance at shareholders accordance with the meetings shall be calculated based meetings shall be calculated on numbers of shares. The number based on numbers of shares. The law “Sample
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of shares in attendance shall be calculated according to the shares indicated by ~~the Notice of~~ attendance sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time and also announce relevant information regarding the number of shares without voting rights and the number of shares attending. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. Omitted.
10 :
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Relevant motions ~~(including provisional motions and amendments to the original motions)~~ should be voted by poll. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. Omitted.
13 :
Previous 5 paragraphs omitted. ~~At the time of a vote, if no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, with the same effect as approval by vote.~~ Omitted.
number of shares in attendance shall be calculated according to the shares indicated by the Notice of attendance handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. Omitted.
10 :
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Relevant motions (including provisional motions and amendments to the original motions) should be voted by poll. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. Omitted.
13 :
Previous 5 paragraphs omitted. At the time of a vote, if no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, with the same effect as approval by vote. Omitted.
Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings”.
Amended according to practical operations.
Duly amended in accordance with the law “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders
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Meetings”. 14 : 14 : Duly amended in The election of directors at a The election of directors at a accordance with the shareholders meeting shall be held shareholders meeting shall be in accordance with the applicable held in accordance with the law “Sample election and appointment rules applicable election and Template for XXX adopted by this Corporation, and appointment rules adopted by this the voting results shall be Corporation, and the voting Co., Ltd. Rules of announced on-site immediately, results shall be announced on-site Procedure for including the names of those immediately. elected as directors and their Paragraph 2 omitted. Shareholders number of votes cast, and those Meetings”. unelected and their number of votes cast. Paragraph 2 omitted. 20 : 20 : Addition of date of The Measures were established on The Measures were established amendment March 13, 1989. on March 13, 1989. The 1st Amendment was made on The 1st Amendment was made on May 19, 1998. May 19, 1998. The 2nd Amendment was made on The 2nd Amendment was made May 21, 2002. on May 21, 2002. The 3rd Amendment was made on The 3rd Amendment was made June 19, 2013. on June 19, 2013. The 4th Amendment was made on The 4th Amendment was made June 24, 2015. on June 24, 2015. The 5th Amendment was made on The 5th Amendment was made June 15, 2020. on June 15, 2020. The 6th Amendment was made on Aug 26, 2021.
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Attachment 8
LITEON Technology Corporation
Comparison Table of Amendments to the Operational Procedures for Acquisition and Disposal of Assets
(The table below compares the Amended Articles and Original Articles.)
| Amended Article | Amended Article | Amended Article | Original Article | Original Article | Original Article | Original Article | Original Article | Original Article | Original Article | Original Article | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7.2.1 In acquiring or disposing of memberships, the respective department shall consult the fair market price for determining the terms and conditions of the deal and the price. An analysis report for such purpose shall be compiled and submitted for theGeneral Manager ’s approval. If the amount of transaction falls below NT$3 million, it shall be submitted for approval by the board chairman and presented to the nearest board session for recognition. For transaction values exceeding NT$3 million, submit for the approval from the board in advance. |
7.2.1 In acquiring or disposing of memberships, the respective department shall consult the fair market price for determining the terms and conditions of the deal and the price. An analysis report for such purpose shall be compiled and submitted for the~~Group CEO~~ ~~’~~s approval. If the amount of transaction falls below NT$3 million, it shall be submitted for approval by the board chairman and presented to the nearest board session for recognition. For transaction values exceeding NT$3 million, submit for the approval from the board in advance. |
To amend accordance with Regulation of Signature Authority |
|||||||||
| 11.1.2 Business (Hedge) Strategy Derivative trade may only be conducted for assuring the Company's business profit. In so doing, the net position of company assets and liabilities and the anticipated use (outward investment, capital spending and surplus sinks back) shall be taken into account. The assets and liabilities position for the next quarter shall be considered for derivative trade and not fortrading purpos e. |
11.1.2 Business (Hedge) Strategy Derivative trade may only be conducted for assuring the Company's business profit. In so doing, the net position of company assets and liabilities and the anticipated use (outward investment, capital spending and surplus sinks back) shall be taken into account. The assets and liabilities position for the next quarter shall be considered for ~~taking hedge in~~ derivative trade and not for~~business~~ ~~.~~ |
1.To be consistent with the classification of trading information on TWSE's "Derivatives Public Information Query" 2.To amend accordance with Regulation of Signature Authority |
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| 11.1.3.1Non-Trading Purpose Trade |
11.1.3.1~~Hedge~~ Trade |
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| 11.1.3.2Trading Purpose Trade |
11.1.3.2 | ~~Non-Hedge~~ Trade |
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| 11.1.5.1Non-Trading Purpose Trade |
11.1.5.1~~Hedge~~ Trade: |
||||||||||
| 11.1.5.2Trading Purpose Trade The Company shall not deal withtrading purpose trade. |
11.1.5.2~~Non-Hedge~~ Trade The Company shall not deal with |
~~non-hedge~~ trade. |
|||||||||
| 11.1.6.1 Contract Sum A.Non-Trading Purpose Trade: This shall be lower than the sum of the net exposure of assets and liabilities plus anticipated position for future use (outward investment and capital spending). In addition, the expected exposure of assets and liabilities for the next quarter shall also be considered. B.Trading Purpose Trade: the Company shall not deal with trading purpose trade. |
11.1.6.1 Contract Sum A.~~Hedge~~ Trade: This shall be lower than the sum of the net exposure of assets and liabilities plus anticipated position for future use (outward investment and capital spending). In addition, the expected exposure of assets and liabilities for the next quarter shall also be considered. B.~~Non-Hedge~~ Trade: the Company shall not deal with~~non-hedge~~ trade. |
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| 11.1.6.2 Cut loss point of the entire exposure and individual contact A.Non-trading Purpose Trade: The purpose of conducting derivative trade is hedge. Therefore, the profit and loss shall be hedged by the position held by the Company. Accordingly, the cut loss point for the entire exposure and individual contract is 20% of the contract amount. Where the fluctuation of interest and exchange rates may become critical (excess the cut loss point), the Company shall call for board chairman,General Manager and relevant managers to meet in order to map out solutions. B. Trading Purpose Trade: The Company shall not deal with trading purpose trade. |
11.1.6.2 Cut loss point of the entire exposure and individual contact A.~~Hedge~~ Trade: The purpose of conducting derivative trade is hedge. Therefore, the profit and loss shall be hedged by the position held by the Company. Accordingly, the cut loss point for the entire exposure and individual contract is 20% of the contract amount. Where the fluctuation of interest and exchange rates may become critical (excess the cut loss point), the Company shall call for board chairman,~~Group CEO~~ and relevant managers to meet in order to map out solutions. B.~~Non-Hedge~~ Trade: The Company shall not deal with~~non-hedge~~ trade. |
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| 11.2.1.1 Non-Trading Purpose Trade |
11.2.1.1~~Hedge~~ Trade |
||||||||||
| 11.2.1.2 Trading Purpose Trade: the Company shall not dea trade. |
l with trading purpose | 11.2.1.2 | ~~Non-Hedge~~ Trade: the Company shall not deal with |
~~non-hedge~~ trade. |
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| 11.5.1.2 Market Risk Management: the Company just deal withnon-trading purpose trade. The change of fair value of derivative tools shall be offset by the net exposure of assets and liabilities held by the Company to reduce the market risk. |
11.5.1.2 Market Risk Management: the Company just deal with~~hedge~~ trade ~~deal with non-hedge trade~~ ~~.~~The change of fair value of~~hedged item~~ ~~s~~shall be the~~hedging tools~~ held by the Company to reduce the market risk. |
~~hll t~~ | |||||||||
| ,~~sa no~~ offset by |
|||||||||||
th |
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| 11.1.4.4 Audit: Conduct regular audit, monitor the derivative trade and present audit report to theboard chairman , audit committee and board members. |
11.1.4.4 Audit: Conduct regular audit, monitor the derivative trade and present audit report to the~~Group CEO~~ ~~,~~audit committee and board members. |
To amend accordance with Regulation of Signature Authority |
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| 20. The Eighth Amendment was made on Aug 26st, 2021. | NA | Addition of date of amendment |
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Attachment 9
List of Candidates
for Independent Directors
| No. | Position | Name | No. of Shares Held |
Major Educational Background and Experience |
|---|---|---|---|---|
| 1 | Independent Director |
MK Lu | 0 | ■ Current Position: ➢ Chairman of Actron Technology Corporation ➢ Legal Person, Chairman of Tatung Company ➢ Director of Sino-American Silicon Products Inc. ➢ Legal Person, Director and Representative of GlobalWafers Co., Ltd ■ Educational: ➢ Department of Electrical Engineering at Tatung University ➢ National chengchi University, Business Administration executive program ■ Honor: ➢ Honorary Doctor of Tatung University ➢ Honorary Doctor of Engineering of National Chiao Tung University ■ Experience: ➢ Chairman of Sino-American Silicon Products Inc. ➢ President of Lite-On Semiconductor Corp. ➢ President of Vishay Lite-On Power Semiconductor Corp. ➢ Vice President of Silitek Corp. |
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Attachment 10
Details of Discussion of release of directors from non-competition restrictions:
| No | Position | Name | Release of Directors from non-competition restrictions |
| 1 | Director | Ta-Sung Investment Co., Ltd. Representative: Keh-Shew Lu |
◼ Chairman, President and CEO of Diodes Incorporated ◼ Director, representative of Nuvoton Technology Corp. |
| 2 | Director | Ta-Sung Investment Co., Ltd. Representative: CH Chen |
◼ Chairman, representative of Lite-On Semiconductor (Philippines) ◼ Vice Chairman of DIODES, INC. ◼ Director of Smart Power Holding Group Co.Ltd., G-Pro Electronics (SH) Co., Ltd., Lite-On Semi (Wuxi) Co., Ltd., Lite-On Semi Electronics (Wuxi) Co., Ltd. and Shanghai Kaihong Electronic Company Limited ◼ Director, representative of Kwong Lung Enterprise Co, Ltd. |
| 3 | Independent Director |
Edward Yang | ◼ iD Ventures America, LLC Partner ◼ Chairman of GVT Fund ◼ Director of Sifotonics Technologies, Bandwidth 10, Neurostim OAB and Optovue Inc |
| 4 | Independent Director |
Mike Yang | ◼ SVP & GM of Quanta Computer Inc. ◼ Director & President of Quanta Cloud Technology Inc. ◼ Director of Quanta Cloud Technology USA LLC, QCT Korea Inc., Quanta Cloud Technology Japan, Quancent (Tianjin) Technology Co., Ltd, Trump Link (Beijing) Technology Co., Ltd, Quanta Cloud Technology Singapore PTE. Ltd. and LIONS Taiwan Technology Inc. ◼ Managing Director of QCG Computer GmbH and Quanta Cloud Technology Germany GmbH (GCTG) |
| 5 | Independent Director Candidate |
MK Lu | ◼ Chairman of Actron Technology Corporation ◼ Legal Person, Chairman of Tatung Company ◼ Legal Person, Chairman of Bigbest solutions, Inc. and Rec Technology Corporation ◼ Director of Sino-American Silicon Products Inc. ◼ Legal Person, Director and Representative of GlobalWafers Co., Ltd and Formerica OptoElectronics Inc. |
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