AI assistant
RT — AGM Information 2021
Aug 20, 2021
52043_rns_2021-08-20_5ec9bcf4-221e-4298-a284-0506fe5e1ff7.pdf
AGM Information
Open in viewerOpens in your device viewer
Realtek Semiconductor Corp. 2021 Annual Shareholders’ Meeting Minutes
Time: 9:00 a.m., August 9, 2021 (Monday)
Place: No.1, Industry East 2nd Road, HsinChu Science Park Life Hub, Bach Conference Room The Number of Shares of Attendance: Attending shareholders and proxy represented 464,243,876 shares (including 374,161,479 shares which attended through electronic voting) accounting for 90.90% of 510,684,875 shares, the Company’s total outstanding shares. Directors Present:
Yeh, Nan-Horng, Yeh, Po-Len, Chiu, Sun-Chien, Chern, Kuo-Jong, Huang, Yung-Fang, Ou Yang, Wen-Han
Chairman: Yeh, Nan-Horng, Chairman Recorder: Tsai, Shu- Hui The aggregate shareholding of the shareholders present constituted a quorum. The Chairman called the meeting to order.
-
Chairman’s Remarks: Omitted.
-
Report Items: Report 1: Business report of 2020 Explanation: Please refer to Attachment 1 for the business report.
Report 2: Audit Committee’s review report Explanation: Please refer to Attachment 2 for the Audit Committee’s review report.
Report 3: To report 2020 employees’ compensation and directors’ remuneration Explanation:
-
According to Article 18 of the Articles of Incorporation of the Company, if gained profits within a fiscal year, the Company shall allocate at a maximum of 3% of the profits as directors’ remuneration, and allocate no less than 1% of the profits as employees’ compensation.
-
The Board of Directors resolved the distribution of 2020 employees’ compensation and directors’ remuneration as follows
:
| Unit: NT dollars | ||
|---|---|---|
| Item | Amount | Profit Ratio |
| Employees’compensation | 2,586,316,785 | 21.50 % |
| Directors’remuneration | 90,000,000 | 0.75 % |
Note: Employees' compensation and directors' remuneration amount are consistent with the 2020 annual estimated expenses.
- The above employees’compensation and directors’ remuneration are all paid in cash.
Report 4: To report 2020 cash dividends distribution from retained earnings Explanation:
-
The Board of Directors resolved that the 2020 cash dividends distribution from retained earnings is NT$ 6,128,218,500. According to the shares held by each shareholder in the shareholders’ register on cash dividend record date, the cash dividends to common shareholders is NT$12 per share.
-
Due to the changes of outstanding shares caused by the Company’s subsequent events such as shares’ buyback, transfer or cancellation of treasury stocks or others, the cash distribution per share might be affected. The Chairman is authorized by the Board of Directors to adjust the
distribution.
-
The cash distribution to each shareholder is rounded down to one dollar (under one dollar is rounded down). The rounded down amounts are recognized as the Company’s other income.
-
The Chairman is authorized by the Board of Directors to determine the cash dividend record date and payment date.
Report 5: To report cash distribution from capital surplus Explanation:
-
The Board of Directors resolved that pursuant to the Article 241 of the Company Act, the cash distribution from the capital surplus in excess of par value is NT$ 1,021,369,750. According to the shares held by each shareholder in the shareholders’ register on cash distribution record date, the cash distribution to common shareholders is NT$2 per share.
-
Due to the changes of outstanding shares caused by the Company’s subsequent events such as shares’ buyback, transfer or cancellation of treasury stocks or others, the cash distribution per share might be affected. The Chairman is authorized by the Board of Directors to adjust the distribution.
-
The cash distribution to each shareholder is rounded down to one dollar (under one dollar is rounded down). The rounded down amounts are recognized as the Company’s other income.
-
The Chairman is authorized by the Board of Directors to determine the cash distribution record date and payment date.
After all items reported by the Chairman, the shareholder (account number 23523) made a speech. Explanation by the Chairman and the relevant personnel directed by the Chairman is acknowledged by the speaking shareholder.
3. Ratification Items
Proposal 1
-
Subject: 2020 business report and financial statements. Approval is respectfully requested. (Proposed by the Board of Directors)
-
Explanation: The 2020 annual financial statements have been audited by Pricewaterhouse Coopers' and the business report was approved by the Board of Directors. For the business report, independent auditors’ report and financial statement, please refer to Attachment 1, Attachment 4 and Attachment 5.
No objection from shareholders after solicitation by the Chairman.
Resolution: It was resolved that the above proposal be approved as proposed. The result is as follows:
Shares represented at the time of voting: 464,243,876
| follows: Shares represented at the time of voting: 464,243,876 |
|
|---|---|
| Voting Results | % of the total represented share present |
| Votes in favor: 416,948,592 votes (including electronic voting 326,866,233 votes ) |
89.81% |
| Votes against: 1,795 votes (including electronic voting 1,782 votes ) |
0.00% |
| Votes invalid: 0 vote |
0.00% |
| Votes abstained: 47,293,489 votes (including electronic voting 47,293,464 votes ) |
10.18% |
Proposal 2
Subject: Distribution of 2020 retained earnings. Approval is respectfully requested. (Proposed by the Board of Directors)
Explanation: The distribution of 2020 retained earnings was approved by the Board of Directors. Please refer to Attachment 3.
No objection from shareholders after solicitation by the Chairman.
Resolution: It was resolved that the above proposal be approved as proposed. The result is as follows:
Shares represented at the time of voting: 464,243,876
| follows: Shares represented at the time of voting: 464,243,876 |
|
|---|---|
| Voting Results | % of the total represented share present |
| Votes in favor: 419,146,837votes (including electronic voting 329,064,478 votes ) |
90.28% |
| Votes against: 829,387 votes (including electronic voting 829,374 votes ) |
0.17% |
| Votes invalid: 0 vote |
0.00% |
| Votes abstained: 44,267,652 votes (including electronic voting 44,267,627 votes ) |
9.53% |
-
Election Item
-
Subject: Election of Directors (including Independent Directors). Election is respectfully requested.
(Proposed by the Board of Directors)
Explanation:
-
The term of the directors (including independent directors) of the Company will be expired on June 4, 2021, and the Company plans to re-elect the directors (including independent directors) at the annual shareholders’ meeting on June 8, 2021.
-
At the 2021 shareholders’ meeting of the Company, 10 directors will be elected (including 3 independent directors) with the term of 3 years.
-
The election of the Company's directors (including independent directors) adopts a candidate nomination system. Independent directors and non-independent directors shall be elected together, provided the elected number of independent directors and non-independent directors shall be calculated separately. Shareholders shall elect independent directors and nonindependent directors from the list of candidates. For education, experience and other relevant information of the candidates, please refer to Attachment 6.
-
In order to coincide with the re-election date of the annual shareholders’ meetings, the existing directors (including independent directors) shall be discharged from the date of re-election, and the new directors (including independent directors) shall assume office from the date of re-election. In compliance with "Measures for Public Companies to Postpone Shareholders’ Meetings for Pandemic Prevention" announced by the competent authority, the Company's annual shareholders’ meeting is postponed to August 9, 2021. Therefore, the term of office of new directors shall be calculated from the actual re-election date, that is, from August 9, 2021 to August 8, 2024.
-
Please refer to Appendix 3 on pages 51 to 52 of the handbook for the Rules for Election of Directors.
Election result is as follows:
List of directors (including independent directors) elected at the 2021 annual shareholders ’ meeting of Realtek Semiconductor Corp.
==> picture [451 x 305] intentionally omitted <==
----- Start of picture text -----
Shareholder
Elected Number of
account number Title Name
Votes
( or ID no. )
Cotek Pharmaceutical Industry Co.,
256 Director Ltd. 460,888,888 votes
Representative: Yeh, Nan-Horng
Sonnen Limited
239637 Director 446,888,888 votes
Representative: Yeh, Po-Len
United Glory Co., Ltd.
65704 Director 443,888,888 votes
Representative: Chiu, Sun-Chien
United Glory Co., Ltd.
65704 Director 239,888,888 votes
Representative: Chern, Kuo-Jong
4926 Director Huang, Yung-Fang 239,888,888 votes
36744 Director Yen, Kuang-Yu 239,888,888 votes
88 Director Ni, Shu-Ching 239,111,668 votes
Independent
P10025* Chen, Fu-Yen 439,908,888 votes
Director
Independent
Q10234 Tsai, Tyau-Chang 439,878,888 votes
Director
Independent
J12121 Lo, Chun-Pa 439,878,888 votes
Director
*----- End of picture text -----
5. Discussion Items
Subject: Release the Directors and their Representatives from non-competition restrictions. Approval is respectfully requested.
(Proposed by the Board of Directors)
Explanation:
-
Pursuant to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
-
Since director candidates are engaged in the same or similar business scope as the Company’s, after they are elected as directors, the Company hereby in accordance with the Company Act requests the shareholders’ meeting to approve the release from following non-competition restriction.
| restriction. | ||
|---|---|---|
| Title | Name | Concurrent Position of another Company |
| Director candidate |
Cotek Pharmaceutical Industry Co., Ltd. Representative: Yeh,Nan-Horng |
Director of Novasiot (Shanghai) Co., Ltd. Director of Chong Qing Rui Lian Microelectronics Ltd. |
| Independent Director candidate |
Chen, Fu-Yen | Chairman of Eland Technologies Co., Ltd. Chairman of Eland Information Co.,Ltd. |
| Independent Director candidate |
Tsai, Tyau-Chang | Independent director of Unitech Computer Co., Ltd. |
| Independent Director candidate |
Lo, Chun-Pa | Representative of juristic person director of Unitech Computer Co., Ltd. Representative of juristic person director of BiofityPharmaceuticals Inc. |
After solicitation by the Chairman, the shareholder (account number 23523) made a speech to ask the question about releasing the directors from non-competition restrictions. Explanation by the attorney directed by the Chairman is acknowledged without objection by the speaking shareholder.
Resolution: It was resolved that the above proposal be approved as proposed. The result is as follows:
Shares represented at the time of voting: 464,243,876
| follows: Shares represented at the time of voting: 464,243,876 |
|
|---|---|
| Voting Results | % of the total represented share present |
| Votes in favor: 406,314,825 votes (including electronic voting 316,232,466 votes ) |
87.52% |
| Votes against: 67,996 votes (including electronic voting 67,983 votes ) |
0.01% |
| Votes invalid: 0 vote |
0.00% |
| Votes abstained: 57,861,055 votes (including electronic voting 57,861,030 votes ) |
12.46% |
6. Extraordinary Motions: None.
The shareholders (account number 288617, 23523, and 284801) made speeches. Explanation by the Chairman and the relevant personnel directed by the Chairman is acknowledged by the speaking shareholders.
7. Adjourment
Attachment 1
Business Report
Dear Shareholders, Ladies and Gentlemen:
1. 2020 Operating Results
The year 2020 was a very challenging year for the semiconductor industry, and of course, the entire world. Despite the uncertainties posed by international affairs and the impact of COVID-19, Realtek, relying on continuous enhancement of product competitiveness and flexible market strategies, maintained the pace towards its 34th consecutive year of growth. Full-year 2020 consolidated revenue reached NT$77.76 billion, an increase of 28.0% from the previous year; gross profit was NT$33.25 billion, an increase of 25.1% from the previous year; and net profit after tax was NT$8.79 billion, representing an increase of 29.5% compared to the previous year, with earnings per share of NT$17.24. According to IC Insights, worldwide semiconductor industry revenue in 2020 was US$480.9 billion, an increase of 8% compared to 2019, of which IC sales grew by 10%. Realtek ranked 11th amongst the global IC design companies in 2020, once again marching forward at a speed outpacing the overall industry.
Looking back on 2020, the needs for working from home and remote learning to cope with COVID-19 drove demand for productivity products such as personal computers, as well as home networks and network infrastructure. In addition, the market itself was pulled by megatrends such as 5G and Artificial Intelligence of Things (AIoT), thereby accelerating and expanding the demand for various connectivity solutions. With its comprehensive product portfolio and technological competitiveness, Realtek has delivered outstanding results in the PC, communications network, consumer electronics, and automotive electronics fields.
In terms of corporate social responsibility best practice, Realtek has set up a Nominating Committee and Corporate Governance Officer to strengthen the board's practices and intensify its management functions, thereby heightening its quality and efficiency. We identified various climate risks related to climate change issues of global concern, proposed actions in response, and integrated internal and external resources to actively manage energy usage, including setting targets for carbon reduction and greenhouse gas emissions, saving electricity, and harvesting green energy to reduce environmental impact. We also focused on our core competencies to develop innovative, high-performance, and low-power-consumption products. In 2020 we continued to fulfill our promise to help create a greener, healthier environment by delivering many new products where power consumption (wattage) was reduced by more than 40% when compared with their predecessors. To promote social inclusion, Realtek proactively participates in charitable activities. In 2020 we sponsored free Low-Dose Computed Tomography lung cancer screening for Hsinchu County and City police forces, as well as offering free liver disease
and liver cancer screening, and also a health questionnaire at Longshan Temple. The Longshan Temple event attracted more than 8,000 participants and was awarded a certificate for breaking a Guinness World Record. Regarding education, Realtek established the ‘Caring Rural Education and Boosting Student Learning Charity Project’ to provide rural schools with additional reading material to expand their horizons and promote learning through reading. In addition, Realtek continues to provide services to groups such as the Taiwan Fund for Children and Families, the Eden Social Welfare Foundation, and the Boyo Social Welfare Foundation, among others.
2. 2021 Business Plan
Having outperformed the market in 2020, Realtek will continue to launch more competitive products in 2021, strengthen the portfolio of each product line, and maintain our growth momentum and technological leadership.
In relation to wireless products, Realtek Wi-Fi 6 (11ax) wireless controller products successfully entered mass production in 2020, and have experienced great success in PC, router, and broadband applications. They are expected to gradually become an important growth driver in 2021. In addition to Wi-Fi 6, the existing 11ac and 11n products will be optimized continually to provide more cost-effective solutions, which will help expand markets and increase overall market share while consolidating existing customers. For IoT controller chips, Realtek offers the most complete product portfolio. In addition to hardware specifications with high integration and ultra-low power consumption, Realtek also provides customers with complete software and hardware development kits through close cooperation with IoT-related organizations and leaders. This has enabled rapid growth in both the number of customers and shipments in 2020, and this trend is expected to continue in 2021. With respect to Bluetooth products, COVID-19 impacted True Wireless Stereo (TWS) products, and there was a slight decline in growth in 2020. However, in 2021, a new wave of growth is expected as the number of customers requiring Active Noise Cancellation (ANC) increases and the upcoming BT 5.2 TWS solution fulfills the market’s expectation for the evolution of Bluetooth headsets. Additionally, Bluetooth Low Energy single chips in voice remote controllers are now widely recognized by well-known brands at home and abroad. Realtek will continue to assist customers to migrate from infrared to Bluetooth remote controllers, and provide the market with appealing and high-value wearable applications. The promotion by intelligent voice ecosystem leaders to adopt Bluetooth Mesh Networking will further drive the growth of Bluetooth products.
Realtek's second-generation 2.5Gb Ethernet products have been designed into PCs and their peripherals. The bandwidth demanded by many applications is further reflected in the specification upgrade from 1GbE to 2.5GbE, which is expected to become one of the main growth drivers of our Ethernet product line in the near future. For Switch products, Realtek has been actively developing the smart switch market by investing resources to develop Layer 3 stackable managed and higher-speed switch controller chips, as well as deploying entry-level
managed switches by offering low-power, cost-effective solutions, in order to increase both market visibility and market share. In addition, in response to the increasing demand for network bandwidth, an 8-port 2.5 GbE single-chip switch is expected to be launched in 2021, providing low-power, easy-to-operate and cost-effective products to the market, which in turn should drive another wave of specification upgrades of consumer switches. For automotive Ethernet, the number of customers and shipments are growing steadily through persistent team effort. Other than the existing 100/1000BASE-T1 dual-mode high-port-count switches and physical layer (PHY) controllers, Realtek is also actively investing in the development of 10-BASE-T1 and 2.5GBASE-T1 products, targeting the increased market demand foreseen for the years 2024 and 2025.
For TV SoCs, Realtek leads in end market demand due to superior system expertise and specifications that are highly recognized by customers, and has delivered steady sales growth throughout 2020. In 2021, we will continue to improve products by integrating 8K, AI, and other functions to enhance the consumer multimedia experience. With the rise of audiovisual streaming media and its promotion by major operators, the demand for OTT set-top boxes continues to rise. To this end, Realtek will continually develop new generations of UHD multimedia controller chips for OTT set-top boxes by integrating the multi-CAS security requirements of various operators, and will combine its own multimedia and network total solutions to gain greater customer recognition and maintain stable growth.
Regarding Computer Peripheral products, as lifestyles around the world changed dramatically in 2020 due to COVID-19, working from home and remote learning became the norm, thereby enabling the PC market, notebooks in particular, to experience positive growth against the trend. In addition, sales of VoIP communication devices and noise reduction software capable of improving the quality of calls has shown strong growth. Realtek launched an environmental noise cancellation solution for PC audio peripheral devices, which combines AI algorithms to effectively eliminate background noise. In addition to the need for high-level voice call quality, a parallel demand for more convenient and clearer video images has also emerged. To meet these needs, Realtek will launch a series of PC camera ISP chips with HD/FHD/5M resolution, featuring dual-lens and Temporal Noise Reduction to bring consumers a first-class user experience. In terms of single-chip controllers for surveillance cameras, in response to the high growth being seen in the security industry, Realtek will launch a new generation of highly integrated, low-power single-chip camera products, supporting H.264/H.265 encoding, 5 million Pixel CMOS Sensor, and Video HDR wide dynamic range with long and short exposure specifications, in order to strengthen our product portfolio and provide customers with more competitive solutions.
- Strategy for Future Development and Impact by Competitive, Regulatory, and Macro Conditions
The COVID-19 pandemic during 2020 heavily impacted people's daily lives; however, the semiconductor industry continued to grow steadily, both because of these lifestyle changes, and as a result of megatrends such as 5G and AIoT. Entering 2021, the industry will face challenges caused by supply-demand imbalances in the supply chain, in addition to the continuing impact of COVID-19 on the macro economy. Despite many uncertainties, Realtek will rise above the challenges to delivery market success through its highly flexible strategies, time-proven deep technical strength, and excellent customer support. In the face of future challenges, we will not only expand and construct our third office building this year but also map out a plan for entering biomedical industry to uphold our goal of steady growth and sustainable development.
We want to thank all shareholders for your ceaseless care and support. We also wish you great health and success.
Chairman: Yeh, Nan-Horng President: Chiu, Sun-Chien Controller: Chang, Jr-Neng
Attachment 2
Audit Committee’s review report
The Company's 2020 business report, financial statements and distribution of retained earnings have been prepared by the Board of Directors. The financial statements also have been audited by Pricewaterhouse Coopers' with the opinion that they present fairly the Company’s financial position, operating performance, and cash flows. The Audit Committee has reviewed the business report, financial statements, and distribution of retained earnings, and found no irregularities. We hereby according to Securities and Exchange Act and Company Act submit this report.
To 2021 Annual Shareholders’ Meeting.
Realtek Semiconductor Corp.
Chairman of the Audit Committee: Ou Yang, Wen-Han
March 19, 2021
Attachment 3
Realtek Semiconductor Corporation Distribution of retained earnings
2020
Unit: NT dollars
==> picture [471 x 204] intentionally omitted <==
----- Start of picture text -----
Item Amount
2020 Net Income after taxes 8,793,477,069
Minus: loss on re-measurement of defined benefit
plans recorded as retained earnings (29,252,004)
Minus: Appropriated for Special Reserve (1,339,013,232)
2020 Earnings Available for Distribution 7,425,211,833
Plus: Previous Year’s Unappropriated Earnings 9,227,928,936
Cumulative Earnings Available for Distribution for
2020 16,653,140,769
Items for Distribution:
Dividends to Shareholders (distributed in cash ) (6,128,218,500)
Unappropriated Retained Earnings 10,524,922,269
----- End of picture text -----
According to No. 871941343 official letter issued by Ministry of Finance on April 30, 1998, distribution of retained earnings shall be used in specific identification method. The first priority of distribution of retained earnings is 2020 profit, then the following sequence adopted in last-in first-out method are the previous year’s part before 2020 if insufficiency based on the principles of the Company’s profit distribution.
Chairman: Yeh, Nan-Horng President: Chiu, Sun-Chien Controller: Chang, Jr-Neng
Attachment 4: Independent Auditors’ Report and 2020 Consolidated Financial Statements
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR 20000252 To the Board of Directors and Shareholders of Realtek Semiconductor Corporation
Opinion
We have audited the accompanying consolidated balance sheets of Realtek Semiconductor Corporation and subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matters section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China (“ROC GAAS”). Our responsibilities under those standards are further described in the Auditor’s 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 Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other auditors, 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 judgement, were of most significance in our audit of the Group’s 2020 consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2020 consolidated financial statements of the current period are stated as follows:
Existence of cash in banks
Description
Refer to Notes 4(6) and 4(9) of the consolidated financial statements for the accounting policies on cash and cash equivalents and time deposits that do not qualify as cash equivalents. The balance of cash and cash equivalents was NT$7,296,360 thousand, constituting 9% of the consolidated total assets as of December 31, 2020, as described in Note 6(1) of the consolidated financial statements. Time deposits that do not meet the definition of cash and cash equivalents, which refers to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value are classified as "financial assets at amortised cost – current" and "financial assets at amortised cost – non – current". The balance of these time deposits amounted to NT$35,410,003 thousand, constituting 45% of consolidated total assets, refer to Note 6(4) of the consolidated financial statements for the details. The abovementioned assets constituted 54% of the total assets, have a significant impact on the consolidated financial statements, the nature and usage of those bank accounts varies, and the Group transacts with various financial institutions, thus, audit of cash in bank was considered as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Obtained detailed listings of cash in banks. Sent confirmation letters to all financial institutions and reviewed special terms and agreements in order to ensure the existence and rights and obligations of cash in banks.
-
Obtained an understanding of procedures for preparation and review of bank reconciliations, including validating unusual reconciling items.
-
Obtained an understanding of the usage of the bank accounts as well as sampled and validated significant cash transactions to ensure they are operational in nature and there are no significant and unusual transactions.
Evaluation of inventories
Description
Refer to Note 4(14) of the consolidated financial statements for inventory evaluation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory evaluation and Note 6(6) for the details of inventories.
The Group is primarily engaged in researching, developing, manufacturing, selling of various integrated circuits and related application software. Inventories are stated at the lower of cost and net realizable value. Due to the balances of inventories are significant to the financial statements and the rapid technological changes in the industry, there is a higher risk of decline in market value and obsolescence of inventories. Thus, we considered the evaluation of inventories as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Obtained an understanding of accounting policies on the provision of allowance for inventory valuation losses and assessed the reasonableness.
-
Validated the accuracy of inventory aging report, as well as sampled and confirmed the consistency of quantities and amounts with detailed inventory listing, verified dates of movements with supporting documents and ensured the proper categorization of inventory aging report.
-
Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information on the consolidated subsidiaries and investments accounted for under equity method were based solely on the reports of other auditors. Total assets (including investments accounted for under equity method amounted to NT$156,854 thousand and NT$185,972 thousand) of those companies amounted to NT$959,452 thousand and NT$5,971,097 thousand, constituting 1.23% and 8.13% of the consolidated total assets as of December 31, 2020 and 2019, respectively, and total operating revenues were both NT$0 thousand, both constituting 0% of the consolidated total operating revenues for the years then ended. Furthermore, according to the reports of other auditors, comprehensive losses of those investments accounted for under equity method amounted to NT$21,101 thousand and NT$19,443 thousand, constituting (0.28%) and (0.32%) of comprehensive incomes for the years then ended, respectively.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Realtek Semiconductor Corporation as at and for the years ended December 31, 2020 and 2019.
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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS 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 ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.
Lin, Yu-Kuan Cheng, Ya-Huei For and on behalf of PricewaterhouseCoopers, Taiwan March 19, 2021
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
==> picture [517 x 575] intentionally omitted <==
----- Start of picture text -----
December 31, 2020 December 31, 2019
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 7,296,360 9 $ 5,727,911 8
1110 Financial assets at fair value through 6(2)
profit or loss - current 1,080,657 1 74,012 -
1136 Financial assets at amortised cost - 6(4)
current 35,330,346 45 39,558,054 54
1170 Accounts receivable, net 6(5) 10,840,669 14 8,254,011 11
1180 Accounts receivable, net - related 6(5) and 7
parties 2,812,399 4 2,196,717 3
1200 Other receivables 301,431 1 768,699 1
130X Inventories, net 6(6) 8,622,977 11 7,391,535 10
1410 Prepayments 527,074 1 318,652 1
11XX Total current assets 66,811,913 86 64,289,591 88
Non-current assets
1517 Financial assets at fair value through 6(3)
other comprehensive income - non-
current 2,619,331 3 1,859,478 2
1535 Financial assets at amortised cost - 6(4) and 8
non-current 79,657 - 69,477 -
1550 Investments accounted for under 6(7)
- -
equity method 156,854 185,972
1600 Property, plant and equipment 6(8) 4,448,532 6 3,446,162 5
1755 Right-of-use assets 6(9) 1,647,421 2 1,403,245 2
1760 Investment property 6(10) 45,690 - 49,136 -
1780 Intangible assets 6(11) 2,067,324 3 1,952,960 3
1840 Deferred income tax assets 6(28) 169,876 - 114,163 -
1900 Other non-current assets 49,319 - 61,646 -
15XX Total non-current assets 11,284,004 14 9,142,239 12
1XXX Total assets $ 78,095,917 100 $ 73,431,830 100
----- End of picture text -----
(Continued)
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
==> picture [517 x 621] intentionally omitted <==
----- Start of picture text -----
December 31, 2020 December 31, 2019
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(13) $ 11,456,690 15 $ 18,966,042 26
2130 Contract liabilities - current 6(21) 336,254 - 104,974 -
2150 Notes payable 28,653 - 3,276 -
2170 Accounts payable 10,620,054 14 7,441,724 10
2180 Accounts payable - related parties 7 340,232 - 329,514 1
2200 Other payables 6(14) 14,665,453 19 10,746,168 15
2220 Other payables - related parties 7 94,808 - 87,293 -
2230 Current income tax liabilities 1,084,362 1 828,790 1
2280 Lease liabilities - current 100,900 - 84,328 -
2300 Other current liabilities 6(21) 7,401,488 10 5,378,078 7
21XX Total current liabilities 46,128,894 59 43,970,187 60
Non-current liabilities
2550 Provisions - non-current 6(16) 1,018,706 1 1,075,809 2
2570 Deferred income tax liabilities 6(28) 102,872 - 51,723 -
2580 Lease liabilities - non-current 1,276,357 2 1,028,347 1
2600 Other non-current liabilities 100,342 - 77,080 -
25XX Total non-current liabilities 2,498,277 3 2,232,959 3
2XXX Total liabilities 48,627,171 62 46,203,146 63
Equity
Share capital 6(17)
3110 Common shares 5,106,849 7 5,080,955 7
Capital surplus 6(18)
3200 Capital surplus 2,122,008 3 2,736,854 3
Retained earnings 6(19)
3310 Legal reserve 5,577,083 7 4,902,176 7
3320 Special reserve 217,036 - - -
3350 Undistributed earnings 17,992,154 23 14,716,036 20
Other equity 6(20)
3400 Other equity interest ( 1,556,049) ( 2) ( 217,036) -
31XX Equity attributable to holders of
the parent company 29,459,081 38 27,218,985 37
36XX Non-controlling interest 9,665 - 9,699 -
3XXX Total equity 29,468,746 38 27,228,684 37
3X2X Total liabilities and equity $ 78,095,917 100 $ 73,431,830 100
----- End of picture text -----
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
==> picture [539 x 532] intentionally omitted <==
----- Start of picture text -----
Year ended December 31
2020 2019
Items Notes AMOUNT % AMOUNT %
4000 Operating revenue 6(21) and 7 $ 77,759,470 100 $ 60,744,006 100
5000 Operating costs 6(6) and 7 ( 44,510,731)( 57) ( 34,160,690)( 56)
5950 Gross profit 33,248,739 43 26,583,316 44
Operating expenses 6(26)(27) and 7
6100 Selling expenses ( 3,434,253)( 4)( 2,996,402)( 5)
6200 General and administrative expenses ( 2,104,282)( 3)( 1,699,212)( 3)
6300 Research and development expenses ( 19,054,888)( 25)( 15,535,505)( 26)
6450 Expected credit losses 12(2) ( 15,753) - ( 21,332) -
6000 Total operating expenses ( 24,609,176)( 32) ( 20,252,451)( 34)
6900 Operating income 8,639,563 11 6,330,865 10
Non-operating income and expenses
7100 Interest income 6(22) 833,821 1 1,277,211 2
7010 Other income 6(23) 176,965 - 135,568 -
7020 Other gains and losses 6(24) ( 109,328) - ( 323,685) -
7050 Finance costs 6(25) ( 153,896) - ( 160,254) -
7060 Share of loss of associates and joint 6(7)
ventures accounted for under equity
method ( 30,980) - ( 23,833) -
7000 Total non-operating income and
expenses 716,582 1 905,007 2
7900 Profit before income tax, net 9,356,145 12 7,235,872 12
7950 Income tax expense 6(28) ( 562,619) - ( 445,497)( 1)
8200 Net income for the year $ 8,793,526 12 $ 6,790,375 11
----- End of picture text -----
(Continued)
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
==> picture [540 x 541] intentionally omitted <==
----- Start of picture text -----
Year ended December 31
2020 2019
Items Notes AMOUNT % AMOUNT %
Other comprehensive loss, net 6(20)
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311 Losses on remeasurements of
- - -
defined benefit plans ($ 29,252) $
8316 Unrealised incomes from
investments in equity instruments
measured at fair value through other
comprehensive income 829,923 1 227,352 -
8320 Share of other comprehensive
income of associates and joint
ventures accounted for under equity
method, components of other
comprehensive income that will not
- -
be reclassified to profit 9,879 4,390
8310 Total components of other
comprehensive income that will
not be reclassified to profit 810,550 1 231,742 -
Components of other comprehensive
(loss) income that will be reclassified
to profit or loss
8361 Financial statements translation
differences of foreign operations ( 2,178,815)( 3)( 891,954)( 1)
8360 Total components of other
comprehensive loss that will be
reclassified to profit or loss ( 2,178,815)( 3)( 891,954)( 1)
8300 Other comprehensive loss, net ($ 1,368,265)( 2)($ 660,212)( 1)
8500 Total comprehensive income for the
year $ 7,425,261 10 $ 6,130,163 10
Net income attributable to:
8610 Equity holders of the parent
company $ 8,793,477 12 $ 6,790,283 11
8620 Non-controlling interest 49 - 92 -
Net income for the year $ 8,793,526 12 $ 6,790,375 11
Comprehensive income attributable to:
8710 Equity holders of the parent
company $ 7,425,212 10 $ 6,130,071 10
8720 Non-controlling interest 49 - 92 -
Total comprehensive income for
the year $ 7,425,261 10 $ 6,130,163 10
Earnings per share (in dollars)
9750 Basic earnings per share 6(29) $ 17.24 $ 13.36
9850 Diluted earnings per share 6(29) $ 16.93 $ 13.13
----- End of picture text -----
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| 2019 Balance at January 1, 2019 Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Distribution of 2018 earnings Legal reserve Special reserve Cash dividends Cash from capital surplus Changes in equity of associates accounted for under equity method Disposal of investments in equity instruments measured at fair value through other comprehensive income Cash dividends returned Balance at December 31, 2019 2020 Balance at January 1, 2020 Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Distribution of 2019 earnings Legal reserve Special reserve Cash dividends Employees' compensation transferred to commom shares Cash from capital surplus Changes in non-controlling interest Changes in equity of associates accounted for under equity method Cash dividends returned Balance at December 31, 2020 |
Notes | Equity a | Equity a | ttributableto own | er | s of the parentcom | pany | pany | pany | Non-controlling interest |
Totalequity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commonshares | Capitalsurplus | R | etained earnings | Otherequityinterest | Total | |||||||||||||||
| Legal reserve | Special reserve | Undistributed earnings |
Financial statements translation differences of foreignoperations |
a f |
Unrealised gains from financial ssets measured at air value through other comprehensive income |
|||||||||||||||
| 6(20) 6(19) 6(19) 6(19) 6(18) 6(18) 6(20) 6(15)(20) 6(19) 6(19) 6(17)(18) 6(18) 6(18) 6(18) |
$ 5,080,955---------- |
$ 3,236,659------(508,095 )8,064-226 |
$ 4,467,099---435,077------ |
$600,443----(600,443 )----- |
$ 10,850,1726,790,283-6,790,283(435,077 )600,443(3,048,573 )--(41,212 )- |
$129,811-(891,954 )(891,954 )------- |
$272,153-231,742231,742-----41,212- |
$ 24,637,2926,790,283(660,212 )6,130,071--(3,048,573 )(508,095 )8,064-226 |
$9,60792-92------- |
$ 24,646,8996,790,375(660,212 )6,130,163--(3,048,573 )(508,095 )8,064-226$ 27,228,684$ 27,228,6848,793,526(1,368,265 )7,425,261--(4,596,164 )419,485(1,021,370 )(83 )12,763170$ 29,468,746 |
||||||||||
$ 5,080,955$ 5,080,955------25,894----$ 5,106,849 |
$ 2,736,854$ 2,736,854------393,591(1,021,370 )-12,763170$ 2,122,008 |
$ 4,902,176$ 4,902,176---674,907-------$ 5,577,083 |
$-$-----217,036------$217,036 |
$ 14,716,036$ 14,716,0368,793,477(29,252 )8,764,225(674,907 )(217,036 )(4,596,164 )-----$ 17,992,154 |
($762,143 )($762,143 )-(2,178,815 )(2,178,815 )--------($ 2,940,958 ) |
$545,107$545,107-839,802839,802--------$ 1,384,909 |
$ 27,218,985$ 27,218,9858,793,477(1,368,265 )7,425,212--(4,596,164 )419,485(1,021,370 )-12,763170$ 29,459,081 |
$9,699$9,69949-49-----(83 )--$9,665 |
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile (profit) loss Depreciation Amortization Expected credit losses Interest expense Interest income Dividend income Gain on financial assets at fair value through profit or loss Share of loss of associates and joint ventures accounted for under equity method (Gain) loss on disposal of property, plant and equipment through profit or loss Gain on disposal of investments Impairment loss Other intangible assets transferred to expenses Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss - current Accounts receivable, net Accounts receivable, net - related parties Other receivables Inventories Prepayments Changes in operating liabilities Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Provisions - non-current Accrued pension obligations |
Year ended December 31 Notes 2020 2019 $ 9,356,145 $ 7,235,872 6(26) 841,711 700,806 6(11)(26) 1,142,222 1,019,785 12(2) 15,753 21,332 6(25) 153,896 160,254 6(22) ( 833,821 ) ( 1,277,211 ) 6(23) ( 24,877 ) ( 30,150 ) 6(2)(24) ( 231,470 ) ( 5,764 ) 6(7) 30,980 23,833 6(24) ( 1,501 ) 157 6(24) ( 466 ) - 6(24) 140,854 189,483 - 526 ( 775,175 ) 1,241,327 ( 2,596,515 ) ( 2,627,248 ) ( 621,578 ) ( 425,122 ) 12,214 24,884 ( 1,231,442 ) ( 1,529,530 ) ( 208,390 ) ( 21,325 ) 231,280 ( 43,722 ) 25,377 ( 5,381 ) 3,178,330 1,805,738 10,718 79,645 3,971,653 3,149,058 7,515 18,246 2,023,410 1,671,139 - 102,181 ( 3,791 ) ( 2,466 ) |
|---|---|
(Continued)
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Cash inflow generated from operations Receipt of interest Receipt of dividend Interest paid Income tax paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of investments accounted for under equity method Proceeds from capital reduction of investee accounted for under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Acquisition of right-of-use assets Increase in refundable deposits Decrease (increase) in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Repayment of principal portion of lease liabilities Guarantee deposits returned Cash dividends paid Cash dividends returned Net cash flows (used in) from financing activities Effect of exchange rate Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2020 2019 $14,613,032$11,476,3471,288,8751,140,81824,87730,150(159,889 ) (162,681 )(326,686 ) (233,349 )15,440,20912,251,285(48,815,990 ) (44,715,715 )51,019,96335,512,063-939466-6(7) 20,68417,9086(30) (1,782,469 ) (747,026 )1,700926(30) (977,132 ) (1,403,279 )-(286,276 )(17,743 ) (3,811 )30,070(7,666 )(520,451 ) (11,632,771 )209,374,818148,524,088(216,864,994 ) (144,084,357 )6(31) (88,691 ) (76,732 )6(31) (2,199 ) (1,437 )(5,617,534 ) (3,556,668 )170226(13,198,430 )805,120(152,879 ) (5,374 )1,568,4491,418,2605,727,9114,309,651$7,296,360$5,727,911 |
|---|---|
Attachment 5: Independent Auditors’ Report and 2020 Parent Company Only Financial Statements
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR20000257 To the Board of Directors and Shareholders of Realtek Semiconductor Corporation
Opinion
We have audited the accompanying parent company only balance sheets of Realtek Semiconductor Corporation (the “Company”) as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section ), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the auditor’s responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, 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 judgement, were of most significance in our audit of the Company’s 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:
Valuation of inventories
Description
Refer to Note 4(13) of the parent company only financial statements for inventory valuation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory valuation and Note 6(3) for the details of inventories.
The Company is primarily engaged in researching, developing, manufacturing, selling of various integrated circuits and related application software. Inventories are stated at the lower of cost and net realizable value. Due to the balances of inventories are significant to the financial statements and the rapid technological changes in the industry, there is a higher risk of decline in market value and obsolescence of inventories. Thus, we considered the valuation of inventories as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Obtained an understanding of accounting policies on the provision for inventory valuation losses and assessed the reasonableness.
-
Validated the accuracy of inventory aging report, as well as sampled and confirmed the consistency of quantities and amounts with detailed inventory listing, verified dates of movements with supporting documents and ensured the proper categorization of inventory aging report.
-
Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain investments accounted for under equity method. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the reports of the other auditors. Investments accounted for under equity method amounted to NT$642,359 thousand and NT$6,938,839 thousand, constituting 0.92% and 10.29% of total assets as of December 31, 2020 and 2019, respectively. Comprehensive income amounted to NT$196,125 thousand and NT$151,087 thousand, constituting 2.64% and 2.46% of total comprehensive income for the years ended December 31, 2020 and 2019, respectively.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the parent company only 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 report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the 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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.
Lin, Yu-Kuan Cheng, Ya-Huei
For and on behalf of PricewaterhouseCoopers, Taiwan March 19, 2021
REALTEK SEMICONDUCTOR CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
==> picture [518 x 552] intentionally omitted <==
----- Start of picture text -----
December 31, 2020 December 31, 2019
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 4,630,448 7 $ 3,333,828 5
1110 Financial assets at fair value through
- -
profit or loss - current 124,360 28,736
1170 Accounts receivable, net 6(2) 7,587,080 11 6,588,225 10
1180 Accounts receivable, net - related 6(2) and 7
parties 1,810,900 2 1,227,255 2
1200 Other receivables 3,828 - 20,417 -
1210 Other receivables - related parties 7 685,224 1 5,729,653 8
130X Inventories, net 6(3) 6,029,557 9 5,820,326 9
1410 Prepayments 376,511 - 205,329 -
11XX Total current assets 21,247,908 30 22,953,769 34
Non-current assets
1535 Financial assets at amortised cost - 8
non-current 75,293 - 64,885 -
1550 Investments accounted for under 6(4)
equity method 41,140,275 59 38,503,441 57
1600 Property, plant and equipment 6(5) 4,027,004 6 3,019,258 5
1755 Right-of-use assets 6(6) 1,390,104 2 1,091,607 2
1780 Intangible assets 6(7) 1,955,629 3 1,652,722 2
1840 Deferred income tax assets 6(22) 169,876 - 114,163 -
1900 Other non-current assets 34,805 - 46,151 -
15XX Total non-current assets 48,792,986 70 44,492,227 66
1XXX Total assets $ 70,040,894 100 $ 67,445,996 100
----- End of picture text -----
(Continued)
REALTEK SEMICONDUCTOR CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
==> picture [518 x 615] intentionally omitted <==
----- Start of picture text -----
December 31, 2020 December 31, 2019
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(8) $ 11,456,690 16 $ 18,604,770 28
2130 Contract liabilities - current 6(15) 163,080 - 67,853 -
2150 Notes payable 3,276 - 3,276 -
2170 Accounts payable 7,609,092 11 5,659,518 8
2180 Accounts payable - related parties 7 253,691 - 313,185 -
2200 Other payables 6(9) 13,403,670 19 9,929,669 15
2220 Other payables - related parties 7 60,784 - 55,690 -
2230 Current income tax liabilities 1,063,516 2 820,495 1
2280 Lease liabilities - current 35,944 - 30,417 -
2300 Other current liabilities 6(15) 5,240,048 8 3,831,860 6
21XX Total current liabilities 39,289,791 56 39,316,733 58
Non-current liabilities
2570 Deferred income tax liabilities 6(22) 102,872 - 51,723 -
2580 Lease liabilities - non-current 1,089,030 2 781,678 2
2600 Other non-current liabilities 6(10) 100,120 - 76,877 -
25XX Total non-current liabilities 1,292,022 2 910,278 2
2XXX Total liabilities 40,581,813 58 40,227,011 60
Equity
Share capital 6(11)
3110 Common shares 5,106,849 7 5,080,955 7
Capital surplus 6(12)
3200 Capital surplus 2,122,008 3 2,736,854 4
Retained earnings 6(13)
3310 Legal reserve 5,577,083 8 4,902,176 7
3320 Special reserve 217,036 - - -
3350 Undistributed earnings 17,992,154 26 14,716,036 22
Other equity 6(14)
3400 Other equity interest ( 1,556,049) ( 2) ( 217,036) -
3XXX Total equity 29,459,081 42 27,218,985 40
3X2X Total liabilities and equity $ 70,040,894 100 $ 67,445,996 100
----- End of picture text -----
REALTEK SEMICONDUCTOR CORPORATION PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
==> picture [524 x 584] intentionally omitted <==
----- Start of picture text -----
Year ended December 31
2020 2019
Items Notes AMOUNT % AMOUNT %
4000 Operating revenue 6(15) and 7 $ 56,426,751 100 $ 40,845,708 100
5000 Operating costs 6(3) and 7 ( 33,889,501) ( 60) ( 24,643,053) ( 60)
5900 Gross profit 22,537,250 40 16,202,655 40
5910 Unrealized profit from sales ( 1,271) - ( 3,327) -
5920 Realized profit on from sales - - 3,327 -
Operating expenses 6(20)(21) and 7
6100 Selling expenses ( 2,306,323) ( 4) ( 1,887,715) ( 5)
6200 General and administrative expenses ( 1,680,835) ( 3) ( 760,391) ( 2)
6300 Research and development expenses ( 15,250,126) ( 27) ( 12,212,926) ( 30)
6450 Expected credit losses 12(2) ( 15,753) - ( 25,618) -
6000 Total operating expenses ( 19,253,037) ( 34) ( 14,886,650) ( 37)
6900 Operating income 3,282,942 6 1,316,005 3
Non-operating income and expenses
7100 Interest income 6(16) 52,103 - 118,442 -
7010 Other income 6(17) and 7 67,522 - 75,949 -
7020 Other gains and losses 6(18) ( 12,797) - ( 191,745) -
7050 Finance costs 6(19) ( 137,127) ( 1) ( 144,100) -
7070 Share of profit of associates and 6(4)
joint ventures accounted for under
equity method 6,100,834 11 6,053,732 15
7000 Total non-operating income and
expenses 6,070,535 10 5,912,278 15
7900 Profit before income tax, net 9,353,477 16 7,228,283 18
7950 Income tax expense 6(22) ( 560,000) ( 1) ( 438,000) ( 1)
8200 Net income for the year $ 8,793,477 15 $ 6,790,283 17
Other comprehensive (loss) income,
net
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311 Losses on remeasurements of
defined benefit plans ($ 29,252) - $ - -
8330 Share of other comprehensive 6(14)
income of associates and joint
ventures accounted for under equity
method 839,802 2 231,742 -
8310 Total other comprehensive loss
that will not be reclassified to loss 810,550 2 231,742 -
Components of other comprehensive
(loss) income that will be reclassified
to loss or profit
8380 Share of other comprehensive loss of 6(14)
associates and joint ventures
accounted for under equity method ( 2,178,815) ( 4) ( 891,954) ( 2)
8360 Total other comprehensive loss
that will be reclassified to profit
or loss ( 2,178,815) ( 4) ( 891,954) ( 2)
8300 Other comprehensive loss ,net ($ 1,368,265) ( 2) ($ 660,212) ( 2)
8500 Total comprehensive income for the
year $ 7,425,212 13 $ 6,130,071 15
Earnings Per Share (in dollars)
9750 Basic earnings per share 6(23) $ 17.24 $ 13.36
9850 Diluted earnings per share 6(23) $ 16.93 $ 13.13
----- End of picture text -----
Realtek Semiconductor Corporation
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in thousands of New Taiwan dollars)
==> picture [782 x 341] intentionally omitted <==
----- Start of picture text -----
Retained earnings Other equity interest
Unrealised gains from
financial assets
Financial statements measured at fair value
translation differences through other
Notes Common shares Capital surplus Legal reserve Special reserve Undistributed earnings of foreign operations comprehensive income Total equity
2019
Balance at January 1, 2019 $ 5,080,955 $ 3,236,659 $ 4,467,099 $ 600,443 $ 10,850,172 $ 129,811 $ 272,153 $ 24,637,292
Net income for the year - - - - 6,790,283 - - 6,790,283
Other comprehensive income (loss) for the year 6(14) - - - - - ( 891,954 ) 231,742 ( 660,212 )
Total comprehensive income (loss) - - - - 6,790,283 ( 891,954 ) 231,742 6,130,071
Distribution of 2018 earnings 6(13)
Legal reserve - - 435,077 - ( 435,077 ) - - -
Special reserve - - - ( 600,443 ) 600,443 - - -
Cash dividends - - - - ( 3,048,573 ) - - ( 3,048,573 )
Cash dividend from capital surplus 6(12) - ( 508,095 ) - - - - - ( 508,095 )
Changes in equity of associates accounted for under 6(12)
equity method - 8,064 - - - - - 8,064
Disposal of investments in equity instruments 6(14)
measured at fair value through other comprehensive
income - - - - ( 41,212 ) - 41,212 -
Cash dividends returned - 226 - - - - - 226
Balance at December 31, 2019 $ 5,080,955 $ 2,736,854 $ 4,902,176 $ - $ 14,716,036 ($ 762,143 ) $ 545,107 $ 27,218,985
2020
Balance at January 1, 2020 $ 5,080,955 $ 2,736,854 $ 4,902,176 $ - $ 14,716,036 ($ 762,143 ) $ 545,107 $ 27,218,985
Net income for the year - - - - 8,793,477 - - 8,793,477
Other comprehensive income (loss) for the year 6(10)(14) - - - - ( 29,252 ) ( 2,178,815 ) 839,802 ( 1,368,265 )
Total comprehensive income (loss) - - - - 8,764,225 ( 2,178,815 ) 839,802 7,425,212
Distribution of 2019 earnings 6(13)
Legal reserve - - 674,907 - ( 674,907 ) - - -
Special reserve - - - 217,036 ( 217,036 ) - - -
Cash dividends - - - - ( 4,596,164 ) - - ( 4,596,164 )
Employees' compensation transferred to common 6(11)(12)
shares 25,894 393,591 - - - - - 419,485
Cash from capital surplus 6(12) - ( 1,021,370 ) - - - - - ( 1,021,370 )
Changes in equity of associates accounted for under 6(12)
equity method - 12,763 - - - - - 12,763
Cash dividends returned - 170 - - - - - 170
Balance at December 31, 2020 $ 5,106,849 $ 2,122,008 $ 5,577,083 $ 217,036 $ 17,992,154 ($ 2,940,958 ) $ 1,384,909 $ 29,459,081
----- End of picture text -----
REALTEK SEMICONDUCTOR CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile(profit)loss Depreciation Amortization Expected credit losses Interest expense Interest income Dividend income (Gain)loss on financial assets at fair value through profit or loss Share of gain of associates and joint ventures accounted for under equity method Gain on disposal of property, plant and equipment Gain on disposal of investments Impairment loss Unrealized profit from sales Other intangible assets transferred to expenses Changes in operating assets and liabilities Changes in operating assets Accounts receivable, net Accounts receivable, net - related parties Other receivables Other receivables, - related parties Inventories Prepayments Changes in operating liabilities Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Provisions - non-current Other current liabilities Accrued pension obligations |
Notes 2020 2019 $9,353,477$7,228,2836(20) 694,924562,8056(20) 1,098,919948,00812(2) 15,75325,6186(19) 137,127144,1006(16) (52,103 ) (118,442 )6(17) (411 ) (406 )6(18) (95,624 )3256(4) (6,100,834 ) (6,053,732 )6(18) (1,700 ) (92 )6(18) (466 )-6(17) -41,3971,271--526(1,008,712 ) (2,304,342 )(589,540 ) (195,427 )11,44227,10647,165(2,420 )(209,231 ) (1,723,679 )(171,182 ) (55,394 )95,227(42,911 )-(5,381 )1,949,5741,866,242(59,494 )84,9063,526,4633,019,8515,09417,407-(519,016 )1,408,1881,249,950(3,790 ) (2,470 ) |
|---|---|
(Continued)
REALTEK SEMICONDUCTOR CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
Cash inflow generated from operations Receipt of interest Receipt of dividends Interest paid Income taxes paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Proceeds from disposal of financial assets at fair value through other comprehensive income Decrease (increase) in other receivables - related parties Acquisition of investments accounted for under equity method Proceeds from capital reduction of investee accounted for under equity method Proceeds from disposal of investments accounted for under equity method Cash dividends from investments accounted for under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Acquisition of right-of-use assets Increase in refundable deposits Increase (Decrease) in other non-current assets Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Repayment of principal portion of lease liabilities Guarantee deposits returned Cash dividends paid Cash dividends returned Net cash flows (used in) from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Notes 2020 2019 $10,051,537$4,192,81257,250113,560411406(143,121 ) (146,526 )(321,381) (201,871)9,644,6963,958,381(10,408 ) (64,885 )-61,401-9394,997,264(3,038,904 )(3,515,687 )-6(4) 20,68417,908466-5,631,4822,750,8266(24) (1,707,418 ) (682,325 )1,700926(24) (974,580 ) (1,399,800 )-(286,276 )(18,639 ) (1,722 )29,985(29,985)4,454,849(2,672,731)205,377,996147,831,650(212,526,076 ) (143,753,191 )6(25) (35,261 ) (25,723 )6(25) (2,220 ) (1,481 )(5,617,534 ) (3,556,668 )170226(12,802,925)494,8131,296,6201,780,4633,333,8281,553,365$4,630,448$3,333,828 |
|---|---|
Attachment 6: List of Directors (including Independent Directors) Candidates
==> picture [683 x 407] intentionally omitted <==
----- Start of picture text -----
Shareholdings
Type Name (Unit:share) Education Experience Current Positions
Cotek Pharmaceutical Chairman of Realtek Semiconductor Corp. Chairman of Realtek Semiconductor Corp.
Director Industry Co., Ltd 22,146,604 [MBA,Washington University in St. ] Director of Novasiot (Shanghai) Co., Ltd. Director of Novasiot (Shanghai) Co., Ltd.
Representative: Louis, USA Director of Chong Qing Rui Lian Director of Chong Qing Rui Lian
Yeh, Nan-Horng Microelectronics Ltd. Microelectronics Ltd.
MSc. & Ph.D. in Material
Sonnen Limited
Engineering,
Director Representative: 66,000 Director of Realtek Semiconductor Corp. Director of Realtek Semiconductor Corp.
Loughbourough University of
Yeh, Po-Len
Technology, United Kingdom
United Glory Co., Ltd.
Director Representative: 3,265,954 [M.S. in Electrical Engineering, ] President of Realtek Semiconductor Corp. President of Realtek Semiconductor Corp.
Chiu, Sun-Chien National Taiwan University
United Glory Co., Ltd.
Chief Financial Officer of Realtek Chief Financial Officer of Realtek
Director Representative: 3,265,954 [MBA, The City University of New ]
- York, USA Semiconductor Corp. Semiconductor Corp.
Chern, Kuo Jong
Chief Operating Officer of Realtek Chief Operating Officer of Realtek
Director Huang, Yung-Fang 42,205 [M.S. in Electrical Engineering, ]
State University of New York, USA Semiconductor Corp. Semiconductor Corp.
M.S. in Communications
Vice President of Realtek Semiconductor Vice President of Realtek Semiconductor
Director Yen, Kuang-Yu 23,948 Engineering, National Chiao Tung
Corp. Corp.
University
Director Ni, Shu-Ching 6,308,389 Open Junior College Director of Realtek Semiconductor Corp. Director of Realtek Semiconductor Corp.
Independent director of Unitech Computer Independent director of Unitech Computer
Co., Ltd. Co., Ltd.
Independent Tsai, Tyau-Chang 0 [Bachelor degree in College of Law, ] Director of Ming-Der Senior High School Director of Ming-Der Senior High School
Director National Taiwan University
Chairman of Jhang Huei Co., Ltd Chairman of Jhang Huei Co., Ltd
Johnson Law office Lawyer Johnson Law office Lawyer
CEO of Creative Education and CEO of Creative Education and
Management Foundation Management Foundation
Chairman of EZTravel Travel Service Co., Chairman of EZTravel Travel Service Co.,
Independent Chen, Fu-Yen 0 [M.A. in Journalism, National ] Ltd. Ltd.
Director Chengchi University
Chairman of You Hsin Creative Co., Ltd. Chairman of You Hsin Creative Co., Ltd.
Chairman of Eland Technologies Co., Ltd. Chairman of Eland Technologies Co., Ltd.
Chairman of Eland Information Co., Ltd. Chairman of Eland Information Co., Ltd.
Investment Assistant Manager of Industrial Investment Vice President of De Jie
Bank of Taiwan Investment Co., Ltd.
Master Degree in Business
Independent Project Manager of Institute for Information Representative of juristic person director of
Lo, Chun-Pa 0 Administration, National Taiwan
Director Industry Unitech Computer Co., Ltd.
University
Investment Vice President of Globaltec Representative of juristic person director of
Capital Management Consulting Company Biofity Pharmaceuticals Inc.
----- End of picture text -----