Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

VIA AGM Information 2021

Aug 3, 2021

52049_rns_2021-08-03_6f7c01d2-080d-4f2c-9ed5-d4a2aad217b7.pdf

AGM Information

Open in viewer

Opens in your device viewer

==> picture [72 x 42] intentionally omitted <==

VIA Technologies, Inc.

2021 Annual General Shareholders’ Meeting Minutes (Translation)

Time and Date: July 20, 2021 (Tuesday) at 9:00 a.m. Venue: No. 205, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City 231, Taiwan

(Hao-Dine Restaurant, Beixin Flagship Pavilion, Haojin Room)

The shareholders present in person and by proxy represented 338,284,672 shares or 68.42% of the total 494,395,941shares outstanding.

Attendees: Ti-Hsiang Wei, Independent Director

Lydia Chen, CFO

Susan Huang, General Counsel

Shu-Lin Liu, CPA of Deloitte & Touche

Chair: Wenchi Chen, Chairman

Recorder: Tiffany Chen

  • (1) Call Meeting to Order: The aggregate shareholding of the attending shareholders constituted a quorum. The Chairman called the meeting to order.

  • (2) Chairman’s address: Omitted

  • (3) Report Items:

  • 2020 Business Report. (Please refer to Attachment 1 and Attachment 3 )

  • 2020 Audit Committee’s review report.(Please refer to Attachment 2)

  • 2020 Compensation Distribution for Employees and Directors.

    • (1)According to Article 20 of the Articles of Incorporation, if the Company is profitable in the current fiscal year, no less than 5% shall be allocated as employees’ compensation, and no more than 1% shall be allocated as the remuneration for directors.

    • (2)The Company’s pre-tax profit before deducting 2020 compensation for employees and directors was NTD 5,281,463,518. In accordance with the Company’s Articles of Incorporation, the proposed distribution of employee compensation (including manager’s remuneration) is approximately 8.84% of pre-tax profit, totaling NTD466,618,923 in cash.; The director’s remuneration distribution is about 0.02% of pre-tax profit, which is NTD1,000,000 in cash.

    • (3)The proposal was reviewed by the Remuneration Committee and approved by the Board of Directors.

Above reports are for shareholders’ information.

1

(4) Matters for Ratification:

Ratification Proposal 1 Proposed by the Board of Directors

  • Proposal: Adoption of Fiscal 2020 Business Report and Financial Statements. Explanation: The 2020 business report (please refer to Attachment 1) and financial statements (please refer to Attachment 3) have been approved by the board of directors on March 22, 2021, among which the financial statements were certified by CPA Shu-Lin Liu and CPA Chin-Chuan Shih of Deloitte & Touche. They believed that the financial statements presented fairly the financial position, business achievements and cash flows as at December 31, 2020, and issued an audit report with unqualified opinion, which submitted to the audit committee to be audited together with the business report.

  • Resolution: Voting results: the total number of shares in person and by proxy including shares casted electronically represented 338,284,672 shares at the time of voting, among which 317,634,044 votes in favor, 75,563 votes against , and 20,575,065 votes abstained. That above proposal was approved and adopted.

Ratification Proposal 2 Proposed by the Board of Directors

Proposal: Adoption of Fiscal 2020 Retained Earnings Distribution. Explanation:

  1. The Company's 2020 net profit after tax is NT$4,722,645,707, less the accumulated loss in the previous year of NTD1,161,852,896, and remeasure of the defined benefit plan is recognized as a retained earnings of NTD12,014,994, and setting aside 10% legal reserve NTD354,877,782 and special reserve NTD595,928,938, the distributable retained earnings is NTD 2, 597,971,097. Considering the use of funds and avoiding capital expansion, it is proposed to distribute cash dividend of NTD0.8 per share, with total amount of NTD395,516,753. After the distribution, the retained earnings at the end of the period is NTD2,202,454,344. Please see Attachment 4.

  2. This cash dividend is calculated based on the distribution ratio. The unit shall be in NTD and decimals rounded up, and the total fractional amount less than NTD1 is recognized as other income.

  3. In the event that the number of outstanding shares is changed due to changes in laws and regulations, adjustments by the competent authorities, treasury stock acquired/retired or the execution of employee stock option, etc., the distribution ratio shall be changed. It is

2

proposed that Annual General Shareholders' Meeting shall fully authorized the chairman of the Board of Directors to handle and make adjustment accordingly.

  1. Upon the approval of the Annual General Shareholders' Meeting, it is proposed that the chairman of the Board of Directors to be authorized to resolve the ex-dividend date and other relevant matters.

  2. The proposal was reviewed by the Audit Committee and approved by the Board of Directors.

Resolution: Voting results: the total number of shares in person and by proxy including shares casted electronically represented 338,284,672 shares at the time of voting, among which 317,623,062 votes in favor, 82,014 votes against, and 20,579,596 votes abstained. That above proposal was approved and adopted.

(5)Matters for Discussion

Discussion Item 1 Proposed by the Board of Directors

Proposal: Amendment of the Articles of Incorporation. For your approval.

  • Explanation: Partial amendments to the Articles of Incorporation is proposed to accommodate with Company's operational planning. Please refer to Attachment 5 on page32-35 for Comparison Table of Amended Articles of Incorporation.

  • Resolution: Voting results: the total number of shares in person and by proxy including shares casted electronically represented 338,284,672 shares at the time of voting, among which 300,529,511 votes in favor, 17,189,915 votes against, and 20,565,246 votes abstained. That above proposal was approved and adopted.

(6)Extemporary Motions :

There being no extemporary motions and the Chair announced the meeting was adjourned.

(7)Adjournment

Chairman : Wenchi Chen Recorder: Tiffany Chen

( Please note that the above is an English translation. If there is any discrepancy between the original Chinese version and this English version, the Chinese version shall prevail.)

3

Attachment 1

VIA Technologies, Inc. 2020 Business Report

The global economy was seriously affected by the COVID-19 pandemic in 2020 as well as climate change, growing tensions in the relationship between China and the US, and the accompanying trade war between the two nations. The disruptions caused by these factors have led to huge changes in people’s way of life throughout the world, with remote working and remote learning becoming the norm. Fortunately, VIA experienced limited operational impact from these changes during a year despite the serious economic difficulties that so many countries around the world experienced.

Revenues of the VIA Embedded Platform Division grew slightly in 2020 due to continued demand from existing OEM projects in the US market. In addition to laying the groundwork for a wide variety of new customized OEM projects, we also further expanded the presence that we have been building in the automotive market for many years. During the past year, we have seen steadily increasing market demand for autonomous vehicles and electric vehicles, as growing requirements for myriad AI applications and massive demand for cloud services.

On top of that, the COVID-19 pandemic has generated increased demand for last-mile delivery services, leading to a significant increase the market for safety assistance systems in transportation, logistics, and specialist vehicle sectors. We experienced particularly strong demand for products we developed for China’s large-scale construction vehicle market last year. The country’s extensive infrastructure development plans allowed us to exploit several niches for growth in which such vehicles were reaching the end of their ten-year replacement cycles. With its great potential, we believe that this segment will provide a strong source for shipment and operating profit growth as we continue to optimize our products to meet the needs of customers in this industry.

In respect to the VIA CPU Platform Division, we are continuing to provide customized design services as our main business. Our operating performance has maintained a moderate growth level, mainly due to continued strong demand from clients in China as they benefit from pandemic-driven changes in living and working styles in the stay-at-home economy. More importantly, we are activating our

4

processor chipset and other IP assets to Shanghai Zhaoxin this year to help its technology upgrades and promote its development, bringing about NTD 7 billion in operating income. This represents a win-win transaction and will allow us to deepen our mutual cooperation.

Twelve years of unstinting hard work and dedication by the VIA Labs team has paid off with continued profitability and allowed this subsidiary to become successfully listed on Christmas Eve, 2020, after a stringent review by the competent authorities of the Taiwan Stock Exchange. Rather than decreasing, the demand for laptops, game consoles, and peripheral devices continued to increase last year in response to pandemic-driven changes in people's lifestyles as remote work and learning boosted the stay-at-home economy. This fostered continuous shipment growth momentum for end-product shipments featuring solutions that VIA Labs had been planning for many years, including USB3, USB Type-C, and USB PD devices. Meanwhile, we took advantage of further opportunities to obtain orders from several important customers on the back of tensions in China-US trade relations that prompted some brands to transfer orders. As a result, VIA Labs saw its annual revenue growth exceed 30%.

Consolidated operating revenue in 2020 amounts to NTD 6,502,715 thousand. Net profit after tax attributable to the owners of the parent company is NTD 4,722,646 thousand. Based on the weighted average number of outstanding shares of 493,360 thousand shares, earnings per share is NT$9.57.

Item 2020 2019
Revenues
and
expenses
Operatingrevenue(NTD thousand) 6,502,715 5,527,213
Operatingincome(NTD thousand) 2,055,534 1,775,706
Net profit attributable to owners of
theparent company (NTD thousand)

4,722,646
42,493
Profitability Return on assets(%) 35.28 1.52
Return on shareholders' equity (%) 66.61 2.29
Percentage of
paid-in capital
(%)

Operating
profit
(loss)
(15.79) (16.01)
Net profit before
tax
114.01 2.83
Netprofit margin(%) 74.50 1.63
Earnings per share (NTD) 9.57 0.09

5

Business outlook

We see many good opportunities, including: the rise of Southeast Asian; the rapid development of Japan and South Korea in Northeast Asia, as well as continued growth in China. These are all powerful forces that cannot be ignored in the rise of the entire Asian market, which will drive the rapid development of technological innovation. This region will see increasingly rapid growth and will have the opportunity to compete with Europe and the United States. In surveying this trend, AI will play an extremely critical role in leading the market.

Although annual shipments of new cars have declined to less than 100 million worldwide, there are about 300 million commercial vehicles on the road in the aftermarket. This represents the first step for the VIA Embedded Platform Division to quickly enter the automotive market. To meet new market needs driven by 5G, AI, IoT technology and market trends, we are combining our innovative edge computing hardware and software integration capabilities with internal AI development, sensor fusion, and cloud technologies and services to bring unique value-added solutions to market.

With our advanced driver assistance and in-vehicle safety systems, we are targeting large commercial fleet, small and medium-sized passenger vehicle, and smart logistics segments. By assisting our customers to accelerate the development and deployment of innovative transportation solutions and services, we will enable them to strengthen their competitive advantage and also improve our own operational performance. In addition, will provide additional services in line with the requirements of government policies mandating the importance of driving safety and insurance premium management as well as emerging business models for mobile in-vehicle cloud services such as ride sharing and fleet management for applications such vehicle tracking, asset management, and driver behavior monitoring through real-time data collection and analysis. These trends will foster the more widespread use of our safety assistance systems and gradually generate new sources of revenue from our automotive business. Our performance will grow based on China's continuing infrastructure plans, the ten-year replacement of large-scale machinery and vehicles, and market demand for forklifts as other opportunities being generated by the work-from-home economy. We expect that both the Chinese and Japanese markets will stand as the main sources of high revenue growth.

6

In addition, we will also continue the development of AI chipsets, advanced server processors, and related products to meet future market needs. Regarding the VIA CPU Platform Division’s continued provision of back-end services, we are confident that this will bring considerable growth momentum from the existing Chinese market. The division will also continue to expand and develop new customer groups in other markets.

Our subsidiary, VIA Labs, has long adhered to satisfying user needs as its starting point, with a commitment to providing practical and professional technology and design. We continuously launch new products to bring consumers greater convenience via high-speed data transmission. New products related to USB4 technology should enter mass production in the second half of 2021. VIA Labs has long had a high penetration rate in the USB Type-C and high-speed data transmission markets. At the same time, we are optimistic about the development of 5G and AI. Driven by the work-from-home trend resulting from the pandemic, we anticipate greater demand to boost revenue growth. In response to the problem of tight chip packaging and testing capacity, we also continue to communicate with upstream manufacturers to strive for sufficient capacity, and at the same time effectively manage the supply and allocation of chip inventory to meet key customer needs. In this way, VIA Labs and its customers can maintain a win-win situation to ensure continued revenue growth.

History witnessed a watershed year in 2020, and it also marked a significant period for our VIA Technologies Group. The listing of our VIA Labs subsidiary represents an important milestone. Looking forward to the new year, our entire Group shoulders the expectations of a greater number of shareholders. As a leading technology company, we must strive for innovation in both our products and our business models. In this way, we will provide the best service to our customers, become deeply rooted in their hearts, and strive alongside them to pursue growth and profitability. Our goal is to continue to drive employees to maintain discipline, integrity and positive beliefs, implement the Company's core values, and continue to generate revenue for the Group!

Chairman:Wen-Chi Chen CEO: Wen-Chi Chen Chief Accountant: Bao-Huei Chen

March 22, 2021

7

Attachment 2

VIA Technologies, Inc. Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2020 business report and financial statements, among which the financial statements were certified by Deloitte & Touche, and issued an audit report with unqualified opinion. The

above-mentioned business report and financial statements are approved by the Audit Committee, and it is considered that there is no disagreement. According to relevant requirements of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

VIA Technologies, Inc. Chairman of the Audit Committee

Ti-Hsiang Wei

March 22, 20201

8

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders VIA Technologies, Inc.

Opinion

We have audited the accompanying consolidated financial statements of VIA Technologies, Inc. and its subsidiaries (collectively referred to as 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 the 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, 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.

9

The key audit matters of the consolidated financial statements for the year ended December 31, 2020 are as follows:

Revenue Recognition

Revenue from the sale of goods is recognized when significant risks and control are transferred to the customers. Technical service revenue is recognized when performance obligations of service are fulfilled and the amount of revenue can be reasonably measured. The revenue from specific products amounted to $1,229,211 thousand in 2020; such amount accounted for 19% of operating revenue, which is material to the consolidated financial statements. Therefore, recognition of revenue from the specific products was deemed to be a key audit matter.

For the accounting policy on revenue recognition, refer to Note 4.

We understood and tested the effectiveness of the design and the implementation of internal controls with respect to revenue recognition of specific products. We verified the consistency between the accounting treatment of sales for specific products and the policy on revenue recognition. We selected samples of revenue from the aforementioned products to confirm that revenue transactions had indeed occurred.

Transfer of Intangible Assets

As stated in Note 35 to the consolidated financial statements, the Group entered into an agreement with Shanghai Zhaoxin Semiconductor Co., Ltd. for the transfer of intellectual property rights related to chipsets and processors for $7,330,562 thousand (US$257,393 thousand) on October 26, 2020. The transaction price involves management’s judgment, and the transaction amount accounted for as much as 40% of total assets on December 31, 2020. Therefore, the transfer of intangible asset was deemed to be a key audit matter.

Our audit procedures performed were as follows:

  1. We reviewed the minutes of board meetings to confirm that the proposal for the transfer of intangible assets had been properly approved.

  2. We reviewed the contract on the transfer of intangible assets to identify the obligations of the Group in accordance with the contract requirements, and assessed the payment ability and intention of Shanghai Zhaoxin Semiconductor Co., Ltd.

  3. We verified that revenue recognized from the transfer of intangible assets complied with IFRS 15 and IAS 38.

Other Matters

We have also audited the parent company only financial statements of VIA Technologies, Inc. as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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, 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.

10

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:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient 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.

11

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 Shu-Lin Liu and Chin-Chuan Shih.

Deloitte & Touche Taipei, Taiwan Republic of China March 22, 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.

12

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4 and 9)
Accounts receivable, net (Notes 4 and 10)
Accounts receivable - related parties (Notes 4, 10 and 35)
Other receivables (Notes 4, 10, 31 and 35)
Inventories (Notes 4, 5 and 11)
Other current assets (Note 19)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 36)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 14)
Property, plant and equipment (Notes 4, 15 and 36)
Right-of-use assets (Notes 4, 16 and 36)
Investment properties, net (Notes 4, 5, 17 and 36)
Intangible assets (Notes 4 and 18)
Deferred tax assets (Notes 4 and 28)
Refundable deposits (Note 19)
Other financial assets - non-current (Notes 4, 12 and 36)
Other assets - non-current (Note 19)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)

Notes payable (Note 21)

Accounts payable (Note 21)

Accounts payable - related parties (Notes 21 and 35)

Other payables (Notes 22 and 35)

Current tax liabilities (Notes 4 and 28)

Provisions - current (Notes 4 and 23)

Lease liabilities - current (Notes 4, 16 and 35)

Current portion of long-term borrowings (Note 20)

Temporary receipts

Other current liabilities (Note 22)


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Note 20)

Long-term bills payable (Note 20)

Deferred tax liabilities (Notes 4 and 28)

Lease liabilities - non-current (Notes 4, 16 and 35)

Long-term borrowings - related parties (Note 35)

Net defined benefit liabilities (Notes 4 and 24)

Credit balance of investments accounted for using the equity method (Notes 14 and 22)

Other non-current liabilities (Note 22)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 25)

Share capital

Capital collected in advance

Capital surplus

Retained earnings (accumulated deficits)

Other equity


Total equity attributable to owners of the Company


NON-CONTROLLING INTERESTS (Note 25)


Total equity


TOTAL
2020
Amount
%
$ 4,351,660
24
151,811
1
60,000
-
426,138
2
3,281
-
7,387,647
40
841,016
5

184,362

1

13,405,915
73

171,600
1
110,354
1
234,022
1
2,019,429
11
277,940
1
1,888,919
10
58,025
-
14,879
-
123,137
1
112,044
1

25,786

-


5,036,135
27

$ 18,442,050
100

$ -
-

541
-

521,713
3

19,286
-

1,456,445
8

748,868
4

10,332
-

73,666
-

120,000
1

1,441
-

104,355

1



3,056,647
17



1,725,000
9

1,189,101
6

200,383
1

132,168
1

96,925
1

339,947
2

1,081,258
6

46,194

-



4,810,976
26



7,867,623
43



4,933,034
27

18,824
-

1,168,504
6

3,548,777
19

(370,709)

(2)



9,298,430
50


1,275,997

7


10,574,427
57


$ 18,442,050
100
2019





































































































Amount
%
$ 2,531,104
27

166,529
2

130,197
2

391,275
4

24,438
-

55,968
1

817,444
9

109,297

1

4,226,252
46

60,698
1

116,146
1

437,093
5

2,025,977
22

340,054
4

1,852,008
20

29,083
-

11,162
-

51,920
-

115,912
1

-

-

5,040,053
54
$ 9,266,305
100
$ 3,107
-

2,845
-

307,673
3

16,752
-

966,883
10

41,228
1

9,479
-

97,294
1

1,639,391
18

513
-

153,909

2

3,239,074
35

930,000
10

-
-

195,461
2

183,979
2

276,862
3

325,974
4

129,460
1

12,737

-

2,054,473
22

5,293,547
57

4,933,034
53

-
-

113,696
1
(1,161,854)
(12)

(354,772)

(4)

3,530,104
38

442,654

5

3,972,758
43
$ 9,266,305
100

The accompanying notes are an integral part of the consolidated financial statements.

13

VIA TECHNOLOGIES, INC. 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)

OPERATING REVENUE (Notes 4, 26 and 35)

OPERATING COSTS (Notes 11, 24, 27 and 35)

GROSS PROFIT

OPERATING EXPENSES (Notes 10, 24, 27 and 35)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

Total operating expenses

LOSS FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 14, 27 and 35)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 28)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 24 and 25)
Items that will not be reclassified subsequently to
profit or loss
Remeasurement of defined benefit plans
Unrealized gain or loss on investments in equity
instruments at fair value through other
comprehensive income
2020
Amount
%
$ 6,502,715
100

4,447,181
68


2,055,534
32

654,752
10
485,615
8
1,693,635
26

452

-


2,834,454
44


(778,920)
(12)

15,676
-
137,916
2
6,315,536
97
(54,492) (1)

(10,737)

-


6,403,899
98

5,624,979
86

(780,145)
(12)


4,844,834
74

(11,935)
-
(14,444)
-
2019




























Amount
%
$ 5,527,213
100

3,751,507
68

1,775,706
32

755,137
14

505,197
9

1,304,009
24

1,228

-

2,565,571
47

(789,865)
(15)

37,259
1

216,689
4

35,561
1

(55,601) (1)

695,478
12

929,386
17

139,521
2

(49,526)
(1)

89,995

1

(50,502) (1)

(389)
-
(Continued)

14

VIA TECHNOLOGIES, INC. 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)

Items that may be reclassified subsequently to profit
or loss
Exchange differences on translating foreign
operations

Share of the other comprehensive income (loss) of
associates

Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 29)
From continuing operations
Basic
Diluted
2020
Amount
%
$ (23,943)
-

22,193

-


(28,129)

-

$ 4,816,705
74

$ 4,722,646
72

122,188

2

$ 4,844,834
74

$ 4,694,694
72

122,011

2

$ 4,816,705
74

$ 9.57
$ 9.36
2019


















Amount
%
$ (116,567) (2)

(10,538)

-

(177,996)
(3)
$ (88,001)
(2)
$ 42,493
1

47,502

1
$ 89,995

2
$ (134,372) (3)

46,371

1
$ (88,001)
(2)
$ 0.09
$ 0.09
$



The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

15

VIA TECHNOLOGIES, INC. 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

Net profit for the year ended December 31, 2019
Other comprehensive income (loss) for the year ended December 31, 2019

Total comprehensive income (loss) for the year ended December 31, 2019

Cash dividends distributed by the subsidiary
Changes in capital surplus from investments in associates
Share-based payment transaction (Note 30)
Changes in percentage of ownership interests in the subsidiary (Note 31)
Recognition of employee share options issued by the subsidiary (Note 30)

BALANCE AT DECEMBER 31, 2019
Net profit for the year ended December 31, 2020
Other comprehensive loss for the year ended December 31, 2020

Total comprehensive income (loss) for the year ended December 31, 2020

Cash dividends distributed by the subsidiary
Changes in capital surplus from investments in associates
Share-based payment transaction (Note 30)
Issuance of stock from exercise of employee stock options
Changes in percentage of ownership interests in the subsidiary (Note 31)
Recognition of employee share options issued by the subsidiary (Note 30)

BALANCE AT DECEMBER 31, 2020
Equity Attributable to Owners of the Company
Other Equity
Share Capital
Capital Collected
in Advance
Capital Surplus
Retained
Earnings
(Accumulated
Deficits)
Exchange
Differences on
Translating
Foreign
Operations
Unrealized Gain
or Loss on
Financial Assets
at Fair Value
Through Other
Comprehensive
Income
Total Equity
Attributable to
Owners of the
Company
Non-controlling
Interests
$ 4,933,034
$ -
$ 11,144
$ (1,153,913)
$ (228,219)
$ (122)
$ 3,561,924
$ 322,575

-
-
-
42,493
-
-
42,493
47,502

-

-

-

(50,434)

(126,954)

523

(176,865)

(1,131)


-

-

-

(7,941)

(126,954)

523

(134,372)

46,371

-
-
-
-
-
-
-
(19,950)
-
-
2,517
-
-
-
2,517
-
-
-
22,624
-
-
-
22,624
-
-
-
77,226
-
-
-
77,226
93,564

-

-

185

-

-

-

185

94

4,933,034
-
113,696
(1,161,854)
(355,173)
401
3,530,104
442,654
-
-
-
4,722,646
-
-
4,722,646
122,188

-

-

-

(12,015)

(5,688)

(10,249)

(27,952)

(177)


-

-

-

4,710,631

(5,688)

(10,249)

4,694,694

122,011

-
-
-
-
-
-
-
(66,664)
-
-
2,793
-
-
-
2,793
-
-
-
39,776
-
-
-
39,776
-
-
18,824
-
-
-
-
18,824
-
-
-
1,009,033
-
-
-
1,009,033
776,369

-

-

3,206

-

-

-

3,206

1,627

$ 4,933,034
$ 18,824
$ 1,168,504
$ 3,548,777
$ (360,861)
$ (9,848)
$ 9,298,430
$ 1,275,997
Total Equity
$ 3,884,499
89,995

(177,996)

(88,001)
(19,950)
2,517
22,624
170,790

279
3,972,758
4,844,834

(28,129)

4,816,705
(66,664)
2,793
39,776
18,824
1,785,402

4,833
$ 10,574,427
Share Capital
Capital Collected
in Advance
Capital Surplus
Retained
Earnings
(Accumulated
Deficits)
$ 4,933,034
$ -
$ 11,144
$ (1,153,913)

-
-
-
42,493

-

-

-

(50,434)


-

-

-

(7,941)

-
-
-
-
-
-
2,517
-
-
-
22,624
-
-
-
77,226
-

-

-

185

-

4,933,034
-
113,696
(1,161,854)
-
-
-
4,722,646

-

-

-

(12,015)


-

-

-

4,710,631

-
-
-
-
-
-
2,793
-
-
-
39,776
-
-
18,824
-
-
-
-
1,009,033
-

-

-

3,206

-

$ 4,933,034
$ 18,824
$ 1,168,504
$ 3,548,777

The accompanying notes are an integral part of the consolidated financial statements.

16

VIA TECHNOLOGIES, INC. 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
Profit before income tax

Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss recognized on accounts receivable
Finance costs
Interest income
Dividend income
Compensation costs of employee share options
Share of profit or loss of associates
Loss on disposal of property, plant and equipment
Gain on disposal of intangible assets

Gain on disposal of subsidiaries
Gain on changes in fair value of investment properties
Gain on lease modification
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through
profit or loss
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Other non-current assets
Financial liabilities at fair value through profit or loss
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Provisions
Other current liabilities (included temporary receipts)
Net defined benefit liabilities
Other non-current liabilities

Cash generated from (used in) operations
Interest received
Dividend received
Interest paid
Income tax paid

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
2020
$ 5,624,979

245,740
36,679
452
54,492
(15,676)
(3,217)
44,609
10,737
7,394
(6,365,801)
(12,963)
(11,750)
(4,772)
(65,859)
(35,315)
21,157
15,967
(23,572)
(75,103)
(25,786)
(3,107)
(2,304)
214,040
2,534
442,185
853
(48,626)
2,038
(4,109)

25,896
16,318
3,217
(54,937)
(73,843)

(83,349)

(8,652)
2019
$ 139,521
254,243
34,263
1,228
55,601

(37,259)

(4,304)
22,903
(695,478)
4,544

(21,491)

-

(42,480)

(15)

(16,683)

(3,407)
(8,922)
(12,464)

(160,385)

3,970

-

2,014

325
(33,469)
(2,468)
35,655
3,382

6,953
5,166

4,109
(464,948)
37,761
4,304

(54,448)

(11,182)

(488,513)

(18,506)
(Continued)

17

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Purchase of financial assets at amortized cost

Proceeds from sale of financial assets at amortized cost
Acquisition of the investment accounted for using the equity method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Proceeds from disposal of intangible assets
Payments for investment properties
Increase in other financial assets
Dividend received from associates

Net cash generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term bills payable
Decrease in long-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits
Decrease in guarantee deposits
Decrease in other payables - related parties
Repayment of the principal portion of lease liabilities
Proceeds from exercise of employee share options
Partial disposal of interests in the subsidiary without a loss of control
(Note 31)
Dividends paid to non-controlling interests

Net cash generated from financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ (55,734)
125,931
-
(121,888)
1,172
(87,373)
15,956
(40,666)
142,400
(160)
-
186,995

157,981

278,000
(72,000)
928,000
(669,000)
37,521
(105)
(184,245)
(103,434)
18,824
1,625,276
(66,664)

1,792,173

(46,249)

1,820,556
2,531,104

$ 4,351,660
2019
$ (165,942)
217,576
(5,267)

(74,554)
1,280

(20,977)
1,037

(29,017)
-

(758)
(118,908)

745,988

531,952
40,000

(256,000)
870,000

(254,000)
2,103

(1,313)

-

(95,917)
-
170,790

(19,950)

455,713

(29,422)
469,730

2,061,374
$ 2,531,104

The accompanying notes are an integral part of the consolidated financial statements.

(Conclud)

18

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders VIA Technologies, Inc.

Opinion

We have audited the accompanying parent company only financial statements of VIA Technologies, Inc. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2020 and 2019, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2020 and 2019, and its parent company only financial performance and its parent company only 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 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 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 parent company only financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 19 -

The key audit matters of the parent company only financial statements for the year ended December 31, 2020 are as follows:

Revenue Recognition

Revenue from the sale of goods is recognized when significant risks and control are transferred to the customers. Technical service revenue is recognized when performance obligations of service are fulfilled and the amount of revenue can be reasonably measured. The revenue from specific customers amounted to $106,937 thousand in 2020; such amount accounted for 7% of operating revenue. The revenue from specific customers increased significantly from the prior year. Therefore, recognition of revenue from the specific customers was deemed to be a key audit matter.

For the accounting policy of revenue recognition, refer to Note 4.

We understood and tested the effectiveness of the design and the implementation of internal controls with respect to revenue recognition of specific customers. We verified the consistency between the accounting treatment of sales to specific customers and the policy on revenue recognition. We selected samples of revenue from the aforementioned customers to confirm that revenue transactions had indeed occurred.

Evaluation of Investments Accounted for Using the Equity Method

As stated in Note 11 to the parent company only financial statements, as of December 31, 2020, the carrying amount of the investment in subsidiaries accounted for using the equity method was $9,738,896 thousand, representing 69% of the Company’s assets. For the year ended December 31, 2020, the amount of share of profit of subsidiaries was $5,073,427 thousand, representing 105% of the Company’s profit before income tax, which is material to the parent company only financial statements. Therefore, evaluation of investments in subsidiaries accounted for using the equity method was deemed to be a key audit matter.

In order to evaluate investments in subsidiaries accounted for using the equity method appropriately, we performed the audit procedures as follows:

  1. We conducted our audits of the financial statements of subsidiaries in accordance with the auditing standards generally accepted in the Republic of China, the subsidiaries’ financial statements have been prepared in accordance with the same accounting principles as the Company.

  2. We obtained the investments in subsidiaries accounted for using the equity method for the year ended December 31, 2020, reviewed the calculation by the Company and evaluated the accuracy and completeness of the recognition of investment gain or loss.

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 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.

  • 20 -

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the 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 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 parent company only 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:

  1. 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.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information 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.

  • 21 -

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 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 Shu-Lin Liu and Chin-Chuan Shih.

Deloitte & Touche Taipei, Taiwan Republic of China

March 22, 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.

  • 22 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Accounts receivable, net (Notes 4 and 8)
Accounts receivable - related parties (Notes 4, 8 and 32)
Other receivables (Notes 4, 8 and 32)
Inventories (Notes 4, 5 and 9)
Other current assets (Note 16)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 33)
Investments accounted for using the equity method (Notes 4 and 11)
Property, plant and equipment (Notes 4, 12 and 33)
Right-of-use assets (Notes 4 and 13)
Investment properties, net (Notes 4, 5, 14 and 33)
Intangible assets (Notes 4 and 15)
Refundable deposits (Note 16)
Other financial assets - non-current (Notes 4, 10 and 33)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)

Notes payable (Note 18)
Accounts payable (Note 18)
Accounts payable - related parties (Notes 18 and 32)
Other payables (Notes 19 and 32)
Current tax liabilities (Notes 4 and 25)
Provisions - current (Notes 4 and 20)
Lease liabilities - current (Notes 4 and 13)
Current portion of long-term borrowings (Notes 17 and 33)
Other current liabilities (Note 19)

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 17 and 33)
Long-term bills payable (Notes 17 and 33)
Deferred tax liabilities (Notes 4 and 25)
Lease liabilities - non-current (Notes 4 and 13)
Net defined benefit liabilities (Notes 4 and 21)
Other non-current liabilities (Notes 19 and 32)

Total non-current liabilities

Total liabilities

EQUITY (Note 22)
Share capital
Advance receipts for share capital
Capital surplus
Retained earnings (accumulated deficits)
Other equity

Total equity

TOTAL
2020
Amount
%
$ 242,313
2
150,016
1
24,100
-
78,210
-
1,048,467
7
503,634
4

87,674

1


2,134,414
15

58,851
1
9,759,494 69
787,974
6
8,556
-
1,178,132
8
13,592
-
25,086
-

112,044

1


11,943,729
85

$ 14,078,143
100

$ -
-
541
-
241,669
2
27,912
-
839,354
6
87,076
1
6,989
-
5,500
-
120,000
1

52,323

-


1,381,364
10

1,725,000 12
1,189,101
9
137,237
1
2,286
-
336,791
2

7,934

-


3,398,349
24


4,779,713
34

4,933,034 35
18,824
-
1,168,504
8
3,548,777 25

(370,709)
(2)


9,298,430
66

$ 14,078,143
100
2019


























































Amount
%
$ 208,110
3

164,233
2

32,621
1

44,231
1

18,640
-

379,418
5

22,893

-

870,146
12

60,698
1

4,143,853 58

785,086 11

12,076
-

1,158,472 16

13,904
-

35,941
-

115,912

2

6,325,942
88
$ 7,196,088
100
$ 3,107
-

2,845
-

125,160
2

17,930
-

417,965
6

-
-

6,156
-

7,994
-

1,639,391 23

48,082

1

2,268,630
32

930,000 13

-
-

133,114
2

3,320
-

322,887
4

8,033

-

1,397,354
19

3,665,984
51

4,933,034 68

-
-

113,696
2

(1,161,854) (16)

(354,772)
(5)

3,530,104
49
$ 7,196,088
100

The accompanying notes are an integral part of the parent company only financial statements.

  • 23 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY 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 (Notes 4, 23 and 32)

OPERATING COSTS (Notes 9, 21, 24 and 32)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
SUBSIDIARIES
REALIZED GAIN ON TRANSACTIONS WITH
SUBSIDIARIES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 21, 24 and 32)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

LOSS FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 11, 14, 24 and 32)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of subsidiaries and associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 25)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 21 and 22)
2020
Amount
%
$ 1,425,987
100

943,298
66

482,689
34
(2,811)
-

4,520

-


484,398
34

96,267
7
393,864
28

1,029,137
72


1,519,268
107

(1,034,870)
(73)

674
-
78,667
5
737,642
52
(42,691) (3)

5,074,423
356


5,848,715
410

4,813,845
337

(91,199)
(6)


4,722,646
331
2019





























Amount
%
$ 1,128,454
100

718,325
64

410,129
36

(4,520)
-

7,108

1

412,717
37

157,346
14

427,080
38

642,927
57

1,227,353
109

(814,636)
(72)

2,152
-

77,805
7

27,790
2

(38,728) (3)

795,310
71

864,329
77

49,693
5

(7,200)
(1)

42,493

4

(Continued)

  • 24 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that will not be reclassified subsequently to
profit or loss
Remeasurement of defined benefit plans

Share of remeasurement of defined benefit plans
of subsidiaries
Share of the other comprehensive income of
subsidiaries accounted for using the equity
method
Items that may be reclassified subsequently to profit
or loss
Exchange differences on translating foreign
operations
Share of the other comprehensive loss of
associates accounted for using the equity
method

Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE (LOSS) INCOME FOR
THE YEAR

EARNINGS PER SHARE (Note 26)
From continuing operations
Basic
Diluted
2020
Amount
%
$ (12,172) (1)
157
-
(10,249) (1)
(5,684)
-

(4)

-


(27,952)
(2)

$ 4,694,694
329

$ 9.57
$ 9.36
2019









Amount
%
$ (50,037) (5)

(397)
-

523
-

(126,768) (11)

(186)

-

(176,865)
(16)
$ (134,372)
(12)
$ 0.09
$ 0.09



The accompanying notes are an integral part of the parent company only financial statements.

(Concluded)

  • 25 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Share Capital
Advance Receipts for
Share Capital
Capital Surplus
Accumulated Deficits
BALANCE AT JANUARY 1, 2019
$ 4,933,034
$ -
$ 11,144
$ (1,153,913)
Net profit for the year ended December 31, 2019
-
-
-
42,493
Other comprehensive income (loss) for the year ended December 31, 2019

-

-

-

(50,434)
Total comprehensive income (loss) for the year ended December 31, 2019

-

-

-

(7,941)
Changes in capital surplus from investments in associates
-
-
2,517
-
Share-based payment transaction (Note 27)
-
-
22,624
-
Changes in percentage of ownership interests in the subsidiary (Note 28)
-
-
77,226
-
Recognition of employee share options issued by the subsidiary

-

-

185

-
BALANCE AT DECEMBER 31, 2019
4,933,034
-
113,696
(1,161,854)
Net profit for the year ended December 31, 2020
-
-
-
4,722,646
Other comprehensive loss for the year ended December 31, 2020

-

-

-

(12,015)
Total comprehensive income (loss) for the year ended December 31, 2020

-

-

-

4,710,631
Issuance of ordinary shares under employee share options
-
18,824
-
-
Changes in capital surplus from investments in associates
-
-
2,793
-
Share-based payment transaction (Note 27)
-
-
39,776
-
Changes in percentage of ownership interests in the subsidiary (Note 28)
-
-
1,009,033
-
Recognition of employee share options issued by the subsidiary

-

-

3,206

-
BALANCE AT DECEMBER 31, 2020
$ 4,933,034
$ 18,824
$ 1,168,504
$ 3,548,777
Other Equity

Exchange Differences
on Translating
Foreign Operations
Unrealized (Loss)
Gain on Financial
Assets at Fair Value
Through Other
Comprehensive
Income
$ (228,219)
$ (122)

-
-

(126,954)

523


(126,954)

523

-
-
-
-
-
-

-

-

(355,173)
401
-
-

(5,688)

(10,249)


(5,688)

(10,249)

-
-
-
-
-
-
-
-

-

-

$ (360,861)
$ (9,848)
Total Equity
$ 3,561,924
42,493

(176,865)

(134,372)
2,517
22,624
77,226

185
3,530,104
4,722,646

(27,952)

4,694,694
18,824
2,793
39,776
1,009,033

3,206
$ 9,298,430

The accompanying notes are an integral part of the parent company only financial statements.

  • 26 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expense
Amortization expense
Finance costs
Interest income
Dividend income
Compensation costs of employee share options
Share of profit of subsidiaries and associates

Loss on disposal of property, plant and equipment
Gain on disposal of intangible assets

Unrealized gain on transactions with subsidiaries
Realized gain on transactions with subsidiaries
Gain on lease modification
Gain on changes in fair value of investment properties
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through
profit or loss
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories

Other current assets
Financial liabilities at fair value through profit or loss
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities

Cash used in operations

Interest received
Dividend received
Interest paid
Income tax refunded (paid)

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of the investments accounted for using the equity method
Capital reduction and withdrawal from the investments accounted for
using the equity method
Payments for property, plant and equipment
2020
2019
$4,813,845
$ 49,693
37,798
36,990
12,727
24,843
42,691
38,728
(674)
(2,152)
(3,150)
(4,241)
39,776
22,624
(5,074,423)
(795,310)
(108)
39
(742,324)
-
2,811
4,520
(4,520)
(7,108)
(5)
-
(19,015)
(35,439)
16,064
(16,657)
8,521
(16,483)
(33,979)
26,318
1,035
(85)
(124,216)
22,350
(64,819)
14,105
(3,107)
2,014
(2,304)
325
116,509
(40,243)
9,982
(2,144)
408,619
37,503
833
59
4,241
(603)

1,732

2,544
(555,460)
(637,810)
699
2,185
3,150
4,241
(42,911)
(37,494)

38

(13)
(594,484)
(668,891)

(50,246)
(71,565)
89,370
246,113
(18,846)
(10,369)
(Continued)
  • 27 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of property, plant and equipment

Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Payments for investment properties
Decrease (increase) in other financial assets
Dividend received from subsidiaries

Net cash generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term bills payable
Decrease in long-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings

Decrease in guarantee deposits
Repayment of the principal portion of lease liabilities
Partial disposal of interests in the subsidiary without a loss of control
Exercise of employee share options

Net cash generated from financing activities

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
2020
$ 801

-
10,855
(11,676)
(645)
3,868


132,056


155,537

278,000
(72,000)

928,000
(669,000)

(99)
(10,575)
-

18,824


473,150

34,203

208,110

$ 242,313
2019
$ -
(20,054)
904
(20,267)
(758)
(115,912)

70,410

78,502
40,000
(256,000)
870,000
(254,000)
-
(11,726)
170,790

-

559,064
(31,325)

239,435
$ 208,110

The accompanying notes are an integral part of the parent company only financial statements.

(Concluded)

---------------------------------------------------------------------------------------------INDEPENDENT AUDITORS’ REPORT

  • 28 -

Attachment 4

VIA Technologies, Inc.

2020

Table of Earnings Distribution

Currency:NTD

VIA Technologies, Inc.
2020
Table of Earnings Distribution
Currency:NTD
Items Amount
Netprofit of 2020 4,722,645,707
Less: Accumulated deficits ofpreviousyears (1,161,852,896)
Less: Remeasurements of defined benefit plans recognized
in retained earnings (12,014,994)
Less: Legal reserve(10%) (354,877,782)
Less: Special reserve (595,928,938)
Earnings in 2020 available for distribution 2,597,971,097
Add: Unappropriated retained earnings ofpreviousyears 0
Retained earnings available for distribution as of
December 31, 2020 2,597,971,097
Distribution item:
Less: Cash dividend ( 0.80per share) (395,516,753)
Retained earnings at the end of theperiod 2,202,454,344

Note: The number of shares for cash dividends is calculated on the basis of the actual number of outstanding shares 494,395,941 as of April 20, 2021.

Chairman: Wen-Chi Chen CEO: Wen-Chi Chen Chief Accountant: Bao-Huei Chen

  • 29 -

Attachment 5

VIA Technologies Inc.

Comparison Table of Amended Articles of Incorporation

Amended article Original article Notes
Article 7
If the Company’s subscription price
for employee stock options is lower
than the closing price on grant date,
or the price of treasury shares
transferred to employees is lower
than the average price of the
Company’s repurchase of shares,
which shall be carried out by the
attendance of shareholders
representing more than half of the
total number of issued shares, and
the consent of more than two-thirds
of the voting rights of the present
shareholders.
Article 7
Deleted
Amendment
according to
「Regulations
Governing the
Offering and
Issuance of
Securities by
Securities
Issuers」and
「Regulations
Governing
Share
Repurchase by
Exchange-List
ed and
OTC-Listed
Companies」
Article 11:
When a shareholder is unable to
attend the shareholders' meeting for
whatever reason, that shareholder
shallissue a power of attorney in
accordance with Article 177 of the
Company Law, appoint a proxy to
attend the meeting, and follow the
provisions of the"Regulations
Governing the Use of Proxies for
Attendance
at
Shareholder
Meetings of Public Companies".
Article 11:
When a shareholder is unable to
attend the shareholders’ meeting for
whatever reason, that shareholder
shallappoint a proxy to attend by
offering company issued solicitation
document stipulating the extent of
the authorization with signature or
company seal thereon.
Amended in
accordance
with Article
177 of the
Company
Law.

company seal thereon.
Article 14:
The Company shall appointseven
to nine directors by using the
candidate nomination system, and
the shareholders shall elect the
directors from among the nominees
for director. The directors shall be
appointed for a three-year term and
maybe re-elected after the term.
Article 14:
The Company shall appointfive to
seven directors by using the
candidate nomination system, and
the shareholders shall elect the
directors from among the nominees
for director. The directors shall be
appointed for a three-year term and
maybe re-elected after the term.
Add the
number of
director to
meet future
operational
planning.
  • 30 -
Amended article Originalarticle Notes
The aggregate shareholding
percentage of all of the directors
shall comply with the laws and
regulations of the competent
authority.
The Company shall appoint
independent directors of no less
than three in number and no less
than one-fifth of the total number
of directors. The professional
qualifications, restrictions on both
shareholding and concurrent
positions held, determination of
independence, method of
nomination and other requirements
with regard to the independent
directors shall be set forth in
accordance with the regulations of
the competent authority.
During the election, the
non-independent and independent
directors shall be elected at the
same time, but in separately
calculated numbers. Those
receiving ballots representing the
highest numbers of voting rights
will be elected sequentially as
non-independent and independent
directors according to their
The aggregate shareholding
percentage of all of the directors
shall comply with the laws and
regulations of the competent
authority.
The Company shall appoint
independent directors of no less
than three in number and no less
than one-fifth of the total number of
directors. The professional
qualifications, restrictions on both
shareholding and concurrent
positions held, determination of
independence, method of
nomination and other requirements
with regard to the independent
directors shall be set forth in
accordance with the regulations of
the competent authority.
During the election, the
non-independent and independent
directors shall be elected at the
same time, but in separately
calculated numbers. Those
receiving ballots representing the
highest numbers of voting rights
will be elected sequentially as
non-independent and independent
directors according to their
Article 21:
If there is a net profit in the final
accounts of the Company, it shall
be allocated in the following order:
1. Pay taxes.
2. Cover accumulated losses.
3. 10% shall be reserved as
statutory reserve, but this is no
longer necessary when the statutory
reserve has reached the Company’s
total amount of capital.
4. Special reserve shall be
increased or rotated in accordance
Article 21:
Considering the overall
environment, long-term financial
planning, and the aim to achieve
sustainability and stable business
development, the Company's
dividend policy is set based on
capital budgeting and funding
needs, as well as shareholders’
interests and other factors.
The shareholders’ dividends
allocated shall not be lower than
10% of the distributable surplus.
Themethodforallocationof
According to
amendments
of Articles
240 and 241
of the
Company
Act, the
surplus shall
  • 31 -
Amended article Originalarticle Notes
with the law.When a special
reserve is appropriated for
cumulative net debit balance
reserves from prior period and
cumulative net increases in fair
value measurement of investment
properties from prior period, the
sum of net profit for current period
and items other than net profit that
are included directly in the
unappropriated earnings for current
period is used if the prior
unappropriated earnings is not
sufficient.
5. After the allocation in items 1-4,
the BOD shall prepare the earnings
distribution proposal with the
accumulated unappropriated
retained earnings of previous years.
Considering the overall
environment, long-term financial
planning, and the aim to achieve
sustainability and stable business
development, the Company's
dividend policy is set based on
capital budgeting and funding
needs, as well as shareholders’
interests and other factors.
The shareholders’ dividends
allocated shall not be lower than
10% ofthe net surplus of current
year.The method for allocation of
shareholders’ dividends could be
done in cash or stock dividends,
where the proportion of cash
dividends should not be less than
ten percent.
Earning distribution isto be
handled as follows: distributable
shareholders’ dividends could be
done in cash or stock dividends,
where the proportion of cash
dividends should not be less than
ten percent.
If there is a net profit in the final
accounts of the Company, it shall be
allocated in the following order:
1. Pay taxes.
2. Cover accumulated losses.
3. 10% shall be reserved as
statutory surplus reserve, but this is
no longer necessary when the
statutory surplus reserve has
reached the Company’s total
amount of capital.
4. Special surplus reserve shall be
increased or rotated in accordance
with the law.
5. After the allocation in items 1-4,
the BOD shall prepare the Surplus
distribution case with the previous
annual accumulation of
undistributed surplusto present in
the shareholders’meeting for
resolution of distribution of
shareholders'dividends and
shareholder bonus.
be distributed
in cash after
the board of
directors is
authorized to
do so by
special
resolution;
and in addition
thereto a
report of such
distribution
shall be
submitted to
the
shareholders’
meeting.
  • 32 -
Amended article Originalarticle Notes
dividends and bonuses in whole or
in part may be paid in cash after a
resolution has been adopted by a
majority vote at a meeting of the
board of directors attended by
two-thirds of the total number of
directors; and in addition thereto a
report of such distribution shall be
submitted to the shareholders’
meeting. If the Company
distributes surplus earning in the
form of new shares, it shall be
handled in accordance with the
Company Act by resolution of the
shareholders meeting.
Article 23:
These Articles of Incorporation
were drawn up on September 16,
1992.
1st amendment on January 4, 1994
2nd amendment on March 4, 1994
3rd amendment on October 20,
1994
4th amendment on February 14,
1995
5th amendment on June 20, 1995
6th amendment on December 2,
1995
7th amendment on April 3, 1998
8th amendment on June 16, 1999
9th amendment on June 22, 2000
10th amendment on June 22, 2001
11th amendment on June 28, 2002
12th amendment on June 27, 2003
13th amendment on June 17, 2004
14th amendment on June 13, 2005
15th amendment on June 12, 2006
16th amendment on June 13, 2008
17th amendment on June 21, 2013
18th amendment on June 2, 2015
19th amendment on June 24, 2016
20th amendment on June 21, 2019
21st amendment on July20,2021
Article 23:
These Articles of Incorporation
were drawn up on September 16,
1992.
1st amendment on January 4, 1994
2nd amendment on March 4, 1994
3rd amendment on October 20,
1994
4th amendment on February 14,
1995
5th amendment on June 20, 1995
6th amendment on December 2,
1995
7th amendment on April 3, 1998
8th amendment on June 16, 1999
9th amendment on June 22, 2000
10th amendment on June 22, 2001
11th amendment on June 28, 2002
12th amendment on June 27, 2003
13th amendment on June 17, 2004
14th amendment on June 13, 2005
15th amendment on June 12, 2006
16th amendment on June 13, 2008
17th amendment on June 21, 2013
18th amendment on June 2, 2015
19th amendment on June 24, 2016
20th amendment on June 21, 2019
Add the date
of amendment
in this Article.
  • 33 -