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VIA — AGM Information 2023
Jun 28, 2023
52049_rns_2023-06-28_80fbdf49-06bc-4b80-b269-6e2e9d81ec64.pdf
AGM Information
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2023 Annual General Shareholders’ Meeting Minutes (Translation)
Time and Date: June 16, 2023 (Friday) 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) Method of Convening the Shareholders’ Meeting : Physical Shareholders Meeting The shareholders present in person and by proxy represented 347,370,338 shares or 69.70% of the total 498,344,941 shares outstanding. (Including 75,000 exercised stock option shares which have not been registered.)
Attendees : Ti-Hsiang Wei, Independent Director Lydia Chen, CFO Francis Chang, General Counsel Mao-Song Chang, Remuneration Committee member Shu-Lin Liu, CPA of Deloitte & Touche
Chair: Wenchi Chen, Chairman Recorder: Tiffany Chen
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( I ) Call Meeting to Order: The aggregate shareholding of the attending shareholders constituted a quorum. The Chairman called the meeting to order.
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( I I ) Chairman’s address: Omitted
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( I I I ) Report Items:
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2022 Business Report.
Explanation:Please refer to Attachment 1 and Attachment 3
- 2022 Audit Committee’s Review Report.
Explanation:Please refer to Attachment 2.
- 2022 Directors' Remuneration Report.
Explanation:
The Company's director's remuneration includes expenses for attending board meetings, fixed remuneration for functional committees, and director's remuneration appropriated according to the Company's Articles of Incorporation subject to current year profits:
- Directors' remuneration policy is paid in accordance with the "Remuneration Committee Organizational Regulations". In addition to referring to the Company's overall operating performance, it also takes into account individual directors' time investment, responsibilities, contribution to company performance, future risks, and industry standards.
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Director's remuneration policy is stipulated in the Company's Articles of Incorporation. If there is a profit in current year, no more than 1% can be allocated by the Board of Directors as the director's remuneration.
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For the remuneration to directors in 2022, please refer to Attachment 4.
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The proposal was reviewed by the Remuneration Committee and approved by the Board of Directors.
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2022 Cash Dividend Distribution.
Explanation:
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The Company's undistributed retained earnings at the beginning of the period was NT$4,946,375,401, and the after-tax net loss of the current period was NT$83,635,352. Adding the remeasurement amount of NT$46,106,131 to the defined welfare plan, and NT$733,680,465 reversal of special reserve according to the law, resulting in current after-tax retained earnings of NT$696,151,244. It is proposed to distribute cash dividends of NT$0.15 per share ( as of April 18, 2023 which register of shareholders on closing date, calculation of the number of outstanding shares), with total amount of NT$74,751,465. Please refer to Attachment 5.
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This cash dividend is calculated based on the distribution ratio and rounded to the nearest yuan. Fractions less than NT$1 will be omitted, and the total fractional amount less than NT$1 are recognized as other income of the Company.
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It is proposed that the chairman of Board be authorized to resolve the ex-dividend date, cash dividend distribution date, and if the number of outstanding shares is affected by the change in the Company's share capital, and resulting in an adjustment to the payout ratio. The chairman of the Board shall fully authorized by the resolution of the Board of Directors in handling related matters.
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The proposal was reviewed by the Audit Committee and approved by the Board of Directors.
5.Amendment of the Corporate Social Responsibility Best Practice Principles. Explanation:
In line with the revision of the name of 「Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies 」 to 「 Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies」, and to expand the concept that enterprises should attach importance to corporate social responsibility to sustainable development, the name of this principles is amended to 「 Sustainable Development Best Practice Principles」, the comparison table of amendments to some of its provisions is in Attachment 6.
(IV) Matters for Ratification
Ratification Proposal 1 Proposed by the Board of Directors
Proposal: Adoption of Fiscal 2022 Business Report and Financial Statements. Explanation:
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The 2022 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 9, 2023, 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, 2022, 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: Shares represented at the time of voting: 347,370,338
| Resolution: Voting results: Shares represented at th | e time of voting:347,370,338 |
|---|---|
| Voting Results including votes casted electronically |
% of the total represented sharepresent |
| Votes in favor:330,060,921 Votes | 95.01% |
| Votes against:81,343 Votes | 0.02% |
| Votes invalid:0 Votes | 0.00% |
| Votes abstained:17,228,074 Votes | 4.95% |
That above proposal was approved and adopted.
Ratification Proposal 2 Proposed by the Board of Directors
Proposal: Adoption of Fiscal 2022 Retained Earnings Distribution. Explanation:
Please refer to Attachment 5 on 「 2022 Table of Earnings Distribution 」. The proposal was reviewed by the Audit Committee and approved by the Board of Directors. .
Resolution: Voting results: Shares represented at the time of voting: 347,370,338
| Voting Results including votes casted electronically |
% of the total represented share present |
|---|---|
| Votes in favor:330,049,052 Votes | 95.01% |
| Votes against:95,212Votes | 0.02% |
| Votes invalid:0 Votes | 0.00% |
| Votes abstained:17,226,074Votes | 4.95% |
That above proposal was approved and adopted.
(V) Matters for Discussion
Discussion Item 1 Proposed by the Board of Directors
Proposal: Amendment of the Articles of Incorporation. Please proceed to discuss. Explanation:
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To cooperate with the amendment of the law, it is proposed to amend some articles of the Articles of Incorporation. Please refer to Attachment 7 「 Comparison Table of Amended Articles of Incorporation 」.
Resolution: Voting results: Shares represented at the time of voting: 347,370,338
| Voting Results including votes casted electronically |
% of the total represented share present |
|---|---|
| Votes in favor:329,363,533Votes | 94.81% |
| Votes against:89,756 Votes | 0.02% |
| Votes invalid:0 Votes | 0.00% |
| Votes abstained:17,917,049 Votes | 5.15% |
That above proposal was approved and adopted.
(VI) Matters for Election
Election Item Proposed by the Board of Directors
Proposal: The Election of 2 Independent Directors. Please vote. Explanation:
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According to the Articles of Incorporation, the Company shall have seven to nine directors, among whom there shall be no less than three independent directors, and no less than one-fifth of the number of directors.
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In order to comply with the regulations of Taiwan Stock Exchange Taiwan Zhengzhizi No. 1110024366, it is proposed to elect an additional independent director. In addition, Mr. Wen-Yuen Ken, an independent director, resigned on June 15, 2023, and there is a vacancy of an independent director. Therefore, this annual shareholders’ meeting is proposed to elect two independent directors. After the by-election, the Company has a total of eight directors (including four independent directors).
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The independent directors elected this time will take office after the shareholders' meeting, and the term of Directors is the same as that of the current directors, from June 16, 2023 to June 16, 2025
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Independent directors adopt a candidate nomination system, and shareholders shall appoint the candidates from the nomination list. For the list of candidates and the information, please refer to Attachment 8.
Voting Results: The elected list of Directors (including Independent Directors) is as follows:
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| No. | Title | Name | Votes Received |
|---|---|---|---|
| 1 | Independent Director | Chong-Zen Hsieh | 328,912,590 |
| 2 | Independent Director | Kou-Sheng Tseng | 328,859,802 |
(VII) Matters for Other
Other Item Proposed by the Board of Directors
Proposal: Proposal to release the newly-elected Independent Directors from non-competition restrictions. Please proceed to discuss.
Explanation:
In order to meet the needs of the Company's diversified operation and business development, the Company hereby proposes to release the newly-elected Independent Directors from non-competition restrictions in accordance with Article 209 of the Company Act. For the concurrent appointment of new Independent Directors, please refer to the current position column of Attachment 8 「 List of Candidates for Directors 」 .
Resolution: Voting results: Shares represented at the time of voting: 347,370,338
| Voting Results including votes casted electronically |
% of the total represented share present |
|---|---|
| Votes in favor:329,177,645 Votes | 94.76% |
| Votes against:229,945 Votes | 0.06% |
| Votes invalid:0 Votes | 0.00% |
| Votes abstained:17,962,748 Votes | 5.17% |
That above proposal was approved and adopted.
(VIII)Extraordinary Motions
There being no extemporary motions and the Chairman announced the meeting was adjourned.
(IX) Adjournment
No inquiries were raised by shareholders at the Shareholders’ Meeting.
( 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.)
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Attachment 1
VIA Technologies, Inc. 2022 Business Report
Despite mounting global economic and geopolitical uncertainty and a marked decline in the demand for technology products and services, the VIA Group achieved solid growth overall in 2022.
Revenues of the VIA Intelligent Solutions Division, formerly known as the VIA Embedded Platform Division, rose in 2022 due to continued demand from OEM projects in the US and Japan as well as increasing global adoption of VIA Intelligent Automotive Solutions in the commercial fleet, industrial vehicle, and heavy equipment safety segments.
With their advanced driver assistance and driver safety system algorithms and flexible cloud connectivity options, the VIA Mobile360 AI Dash Cam and the VIA Mobile360 M800 Video Telematics System have generated increased momentum in the global video telematics market for commercial fleet deployments.
Demand for the VIA Mobile360 Forklift Safety System, which was launched at the beginning of 2021, has also continued to grow in all key global markets across industries as diverse as petrochemicals, food and beverages, construction, warehousing and logistics, and automotive. The roll-outs of new VIA Mobile360 Forklift Safety System models and the attached VIA WorkX Connect Cloud Management Service have opened up new growth opportunities among enterprise customers worldwide.
Successful initial deployments of the VIA Mobile360 Heavy Equipment Safety System in mining and quarrying operations and large-scale construction projects have enabled VIA Intelligent Solutions to establish a strong foundation for accelerating growth in these high-potential market segments.
As governments continue to strengthen vehicle safety laws and regulations, we expect to see continued growth in demand for VIA Intelligent Automotive Solutions across all key global markets in 2023 and beyond. The rising need for enterprises to digitize their physical operations using advanced IoT, AI, and Cloud technologies to
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boost safety and efficiency is another key trend that will fuel demand for VIA Intelligent Automotive Solutions in the years ahead.
VIA NEXT has continued to enhance the scope of the customized IC backend and system design services that form its core business, including IC mass production & testing services, package design, DFT/DFM, reliability testing, system design, software development, and system software and hardware integration validation. Operating performance has maintained a modest growth rate due to continued demand from its client base
Despite the decline in demand caused by the severe contraction of the PC market in 2022, VIA Labs has maintained its technology and product leadership in the high-speed data transmission and power IC segment. As the Company that launched the world's first USB4 terminal device control chip, the Company is well equipped to respond to future changes in market conditions.
2、Business Report
(1) Y2022 Business results
Consolidated operating revenue in 2022 amounts to NTD 9,296,632 thousand. Net loss after tax attributable to the owners of the parent company is NTD 83,635 thousand. Based on the weighted average number of outstanding shares of 496,326 thousand shares, earnings per share is NT$0.17.
| Item | 2022 | 2021 | ||
|---|---|---|---|---|
| Revenues and expenses |
Operatingrevenue(NTD thousand) | 9,296,632 | 7,001,135 | |
| Operatingincome(NTD thousand) | 3,316,122 | 2,987,604 | ||
| Net profit (loss) attributable to owners of the parent company (NTD thousand) |
(83,635) | 3,960,944 | ||
| Profitability | Return on assets (%) | 1.19 | 21.80 | |
| Return on shareholders' equity(%) | 1.55 | 35.23 | ||
Percentage of paid-in capital (%) |
Operating profit (loss) |
0.07 | (29.11) | |
| Net profit before tax |
10.66 | 94.75 | ||
| Netprofit margin(%) | 2.39 | 62.21 | ||
| Earnings per share (NTD) | (0.17) | 8.01 |
Note: The paid-in capital at the end of 2022 is including the capital received in advance of NT$4,875 thousand.
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(2) Looking to the future
As the digital transformation of the enterprise proliferates across the global automotive, transportation, manufacturing, logistics, construction, aggregates, and mining sectors, we see promising growth potential for the VIA Intelligent Solutions Division in 2023 and beyond.
The video telematics segment represents a substantial opportunity for VIA Intelligent Automotive Solutions due to the growing need for commercial and public transportation operators to upgrade the safety of their vehicle fleets by integrating accident prevention and driver behavior monitoring applications to meet new regulatory requirements. Demand for cloud-based vehicle tracking, incident reporting, trip history, and other fleet management functions in order to reduce fuel, maintenance, and insurance costs is also on the rise in both the commercial and public transportation sectors.
Having established a leadership position in the video telematics market with the VIA Mobile360 AI Dash Cam and VIA Mobile360 M800 Video Telematics System, we will continue to increase penetration of key vertical segments including trucking and deliveries, taxis and ridesharing, and buses and coaches through continued system form factor, AI, and cloud optimizations for diverse usage requirements.
Following the successful roll-outs of new VIA Mobile360 Forklift Safety System 2PD and 3PD models and the VIA WorkX Connect Cloud Management Service in 2022, we have gained increased traction for the product among enterprise customers in all key global markets, most notably in North America and Japan. The introduction of the subscription-based VIA WorkX Connect Cloud Management Service is generating additional opportunities for deeper long-term integration with enterprise customer operations through the development of new services and applications for enhancing efficiency and resource utilization.
To take advantage of the promising potential of the aggregates and construction industries, we plan to step up the promotion of the VIA Mobile360 Heavy Equipment Safety System this year and beyond. With its unique vSense sensor fusion technology combining camera AI and radar detection of people and objects, the system has already achieved a leadership position in the market and can be installed on all the most popular classes of heavy vehicles – from loaders, haulers, and bulldozers to telehandlers, high-capacity forklifts, and waste disposal trucks.
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To complement its IC backend and system design services, VIA NEXT will develop customer services to meet future market needs.
VIA Labs will continue to leverage its high-speed data transmission design and technology capabilities to develop innovative new products that increase convenience for consumers and business users. As the only company in the world to ship USB4 silicon, VIA Labs is in a strong position to further extend its market leadership.
As a leading technology company, VIA will continue to strive for innovation in both products and business models in order to provide best-in-class solutions and services to customers and enable them to pursue growth and profitability. By continuing to foster discipline, integrity, and positive beliefs amongst our employees and implementing the Company’s core values, VIA is committed to generating increased revenues for the Group.
Chairman:Wen-Chi Chen CEO: Wen-Chi Chen Chief Accountant: Bao-Huei Chen
March 9, 2023
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Attachment 2
VIA Technologies, Inc. Audit Committee’s Review Report
、 The Board of Directors has prepared the Company's 2022 business report financial statements and table of earnings distribution , among which the financial statements were certified by Deloitte & Touche, and issued an audit report with unqualified opinion. The above-mentioned business report、financial statements and table of earnings distribution 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.
To
2023 Annual General Shareholders Meeting of VIA Technologies Inc.
Chairman of the Audit Committee
Ti-Hsiang Wei
May 03, 2023
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Attachment 3 Financial Statements
INDEPENDENT AUDITORS’ REPOR
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, 2022 and 2021, 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, 2022 and 2021, 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 the Standards on Auditing of 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, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the consolidated financial statements for the year ended December 31, 2022 are as follows:
Revenue Recognition
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Revenue from the sale of goods is recognized when significant risks and control are transferred to the customers. Technical service revenue is recognized when the performance obligation of services is fulfilled and the amount of revenue can be reasonably measured. Since the revenue from specific customers is material to the consolidated financial statements, we considered the relevant recognition of revenue a key audit matter.
For the accounting policy on revenue recognition, refer to Note 4.
We obtained an understanding and tested the effectiveness of the design and the implementation of internal controls with respect to the revenue recognition of specific customers. We selected samples of revenue from the aforementioned customers and confirmed that revenue transactions have indeed occurred.
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, 2022 and 2021 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.
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 Standards on Auditing of 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.
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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these
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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 9, 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (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) Notes receivables and accounts receivable (Notes 4 and 10) Accounts receivable - related parties (Notes 4, 10 and 34) Other receivables (Notes 4, 10 and 34) Inventories (Notes 4, 5 and 11) Other current assets (Note 18) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) 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 13) Property, plant and equipment (Notes 4, 14 and 35) Right-of-use assets (Notes 4 and 15) Investment properties, net (Notes 4, 5, 16 and 35) Intangible assets (Notes 4 and 17) Deferred tax assets (Notes 4 and 27) Refundable deposits (Note 18) Other assets - non-current (Note 18) 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 20) Accounts payable (Note 20) Accounts payable - related parties (Notes 20 and 34) Other payables (Notes 21 and 34) Current tax liabilities (Notes 4 and 27) Provisions - current (Notes 4 and 22) Lease liabilities - current (Notes 4, 15 and 34) Current portion of long-term borrowings (Note 19) Other current liabilities (Note 21) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 19) Long-term bills payable (Note 19) Deferred tax liabilities (Notes 4 and 27) Lease liabilities - non-current (Notes 4, 15 and 34) Net defined benefit liabilities (Notes 4 and 23) Credit balance of investments accounted for using the equity method (Notes 13 and 21) Other non-current liabilities (Note 21) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) Share capital Capital collected in advance Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Note 24) Total equity TOTAL |
2022 Amount % $ 11,850,296 49 382,613 2 103,071 - 443,715 2 1,930 - 34,492 - 2,857,115 12 1,313,929 5 16,987,161 70 1,769,876 7 1,072,567 5 244,482 1 1,989,134 8 239,587 1 1,847,568 8 72,016 - 79,143 - 77,727 - 3,086 - 7,395,186 30 $ 24,382,347 100 $ 1,861 - 678 - 891,369 4 34,464 - 1,731,268 7 303,715 1 290,786 1 52,466 - 1,399,352 6 2,352,359 10 7,058,318 29 2,010,000 8 - - 192,906 1 114,530 - 308,755 1 - - 141,130 1 2,767,321 11 9,825,639 40 4,970,099 20 12,037 - 1,241,826 5 749,725 3 910,285 4 4,908,847 20 207,098 1 12,999,917 53 1,556,791 7 14,556,708 60 $ 24,382,347 100 |
2021 | ||
|---|---|---|---|---|
| Amount % $ 10,479,747 48 538,496 3 1,546,144 7 654,595 3 2,750 - 30,375 - 1,611,635 7 265,390 1 15,129,132 69 1,636,818 8 670,115 3 131,681 1 1,979,612 9 280,968 1 1,852,026 8 64,223 - 36,269 - 104,282 1 15,824 - 6,771,818 31 $ 21,900,950 100 $ - - 729 - 920,756 4 33,695 - 1,724,845 8 349,695 2 139,684 1 86,420 - 950,000 4 500,744 2 4,706,568 21 1,165,000 5 1,101,484 5 195,270 1 178,306 1 353,817 2 32 - 50,866 - 3,044,775 14 7,751,343 35 4,944,109 23 24,881 - 1,209,690 6 354,878 1 595,929 3 6,150,928 28 (689,468) (3) 12,590,947 58 1,558,660 7 14,149,607 65 $ 21,900,950 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 25 and 34) OPERATING COSTS (Notes 11, 23, 26 and 34) GROSS PROFIT OPERATING EXPENSES (Notes 10, 23, 26 and 34) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 13, 26 and 34) 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 27) NET (LOSS) PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 23 and 24) 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 |
2022 Amount % $ 9,296,632 100 5,980,510 64 3,316,122 36 764,478 8 618,862 7 1,928,797 21 653 - 3,312,790 36 3,332 - 136,251 2 410,007 4 59,029 1 (65,340) (1) (12,802) - 527,145 6 530,477 6 (308,055) (4) 222,422 2 46,208 - (45,359) - |
2021 | ||
|---|---|---|---|---|
| Amount % $ 7,001,135 100 4,013,531 58 2,987,604 42 735,954 10 598,880 9 3,091,760 44 3,091 - 4,429,685 63 (1,442,081) (21) 17,734 - 3,693,668 53 2,483,324 36 (53,187) (1) (6,146) - 6,135,393 88 4,693,312 67 (338,225) (5) 4,355,087 62 (12,445) - (15,291) (1) (Continued) |
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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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 income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET (LOSS) PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests (LOSS) EARNINGS PER SHARE (Note 28) From continuing operations Basic Diluted |
2022 Amount % $ 932,373 10 1,699 - 934,921 10 $ 1,157,343 12 $ (83,635) (1) 306,057 3 $ 222,422 2 $ 860,081 9 297,262 3 $ 1,157,343 12 $ (0.17) |
2021 | ||
|---|---|---|---|---|
| Amount % $ (303,525) (4) (2,681) - (333,942) (5) $ 4,021,145 57 $ 3,960,944 56 394,143 6 $ 4,355,087 62 $ 3,629,716 52 391,429 5 $ 4,021,145 57 $ 8.01 $ 7.84 |
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| $ | $ | |||
$ |
$ |
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| $ | $ | |||
| $ | $ |
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| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| BALANCE, JANUARY 1, 2021 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2021 Other comprehensive loss for the year ended December 31, 2021 Total comprehensive income (loss) for the year ended December 31, 2021 Cash dividends distributed by the subsidiary Change in capital surplus from investments in associates Share-based payment transaction (Note 29) Issuance of stock from exercise of employee stock options Changes in percentage of ownership interests in the subsidiary (Note 30) Recognition of employee share options issued by the subsidiary (Note 29) BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings Legal reserve Special reserve Cash dividends Net profit for the year ended December 31, 2022 Other comprehensive loss for the year ended December 31, 2022 Total comprehensive income (loss) for the year ended December 31, 2022 Cash dividends distributed by the subsidiary Change in capital surplus from investments in associates Share-based payment transaction (Note 29) Issuance of stock from exercise of employee stock options Changes in percentage of ownership interests in the subsidiary (Note 30) Recognition of employee share options issued by the subsidiary (Note 29) BALANCE AT DECEMBER 31, 2022 |
Equity Attributable to Owners of the Company | Equity Attributable to Owners of the Company | Unearned Total Equity Attributable to Employee Benefits Owners of the Company Non-controlling Interests $ - $ 9,298,430 $ 1,275,997 - - - - - - - (395,517 ) - - 3,960,944 394,143 - (331,228) (2,714) - 3,629,716 391,429 - - (128,956 ) - 252 - - 29,887 - - 33,634 - - (7,284 ) 18,840 - 1,829 1,350 - 12,590,947 1,558,660 - - - - - - - (495,350 ) - - (83,635 ) 306,057 - 943,716 (8,795) - 860,081 297,262 - - (325,580 ) (1,043 ) (644 ) - - 13,349 - - 44,857 - - (14,040 ) 25,896 - 717 553 $ (1,043) $ 12,999,917 $ 1,556,791 |
Total Equity $ 10,574,427 - - (395,517 ) 4,355,087 (333,942) 4,021,145 (128,956 ) 252 29,887 33,634 11,556 3,179 14,149,607 - - (495,350 ) 222,422 934,921 1,157,343 (325,580 ) (644 ) 13,349 44,857 11,856 1,270 $ 14,556,708 |
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|---|---|---|---|---|---|---|---|---|
| Share Capital Capital Collected in Advance Capital Surplus $ 4,933,034 $ 18,824 $ 1,168,504 - - - - - - - - - - - - - - - - - - - - - - - 252 - - 29,887 11,075 6,057 16,502 - - (7,284 ) - - 1,829 4,944,109 24,881 1,209,690 - - - - - - - - - - - - - - - - - - - - - - - 399 - - 13,349 25,990 (12,844 ) 31,711 - - (14,040 ) - - 717 $ 4,970,099 $ 12,037 $ 1,241,826 |
Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ - $ - $ 3,548,777 354,878 - (354,878 ) - 595,929 (595,929 ) - - (395,517 ) - - 3,960,944 - - (12,469) - - 3,948,475 - - - - - - - - - - - - - - - - - - 354,878 595,929 6,150,928 394,847 - (394,847 ) - 314,356 (314,356 ) - - (495,350 ) - - (83,635 ) - - 46,107 - - (37,528) - - - - - - - - - - - - - - - - - - $ 749,725 $ 910,285 $ 4,908,847 |
Other Equity | ||||||
| Exchange Differences on Translating Unrealized Gain or Loss on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (360,861 ) $ (9,848 ) - - - - - - - - (306,109) (12,650) (306,109) (12,650) - - - - - - - - - - - - (666,970 ) (22,498 ) - - - - - - - - 933,556 (35,947) 933,556 (35,947) - - - - - - - - - - - - $ 266,586 $ (58,445) |
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The accompanying notes are an integral part of the consolidated financial statements.
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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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 (Gain) loss on disposal of property, plant and equipment Loss (gain) on disposal of intangible assets Impairment loss recognized on property, plant and equipment and right-of-use assets Loss on changes in fair value of investment properties Gain on bargain purchase Gain on lease modification Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Notes receivable and 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 Net defined benefit liabilities Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities |
2022 $ 530,477 235,179 75,948 653 65,340 (136,251) (5,670) 14,619 12,802 (5,562) 27 - 29,679 (327) (24,325) 108,663 210,227 820 (2,066) (1,245,480) (1,048,565) 12,738 1,861 (51) (29,387) 769 15,322 151,102 1,851,615 1,146 821,303 134,200 5,670 (64,882) (401,765) 494,526 |
2021 $ 4,693,312 254,193 36,629 3,091 53,187 (17,734) (3,891) 33,066 6,146 5,552 (1,081,258) 73,231 27,264 - (12) (1,922,737) (231,548) 531 9,288 (770,619) (81,180) 9,962 - 188 399,043 14,409 283,169 129,352 394,948 1,425 2,319,007 17,430 3,891 (52,650) (762,757) 1,524,921 |
|---|---|---|
Net cash generated from operating activities
(Continued)
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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of long-term equity investments 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 Decrease in other financial assets Dividends 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 Distribution of cash dividends Proceeds from exercise of employee share options Partial disposal of interests in the subsidiary without a loss of control Dividends paid to non-controlling interests Net cash used in 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 |
2022 $ (447,811) (131,971) 1,575,044 (165,760) (155,397) 7,192 (13,546) 40,478 (89,030) - (644) - 41,507 660,062 298,000 (692,000) 1,465,000 (878,000) 393,814 (303,501) - (113,167) (495,350) 44,857 11,856 (325,580) (594,071) 810,032 1,370,549 10,479,747 $ 11,850,296 |
2021 $ (575,052) (3,165,064) 1,678,920 - (153,361) 2,354 (5,376) 23,865 (45,683) 7,188,162 - 112,044 93,260 5,154,069 248,000 (336,000) 1,142,000 (872,000) 1,162 (1,188) (96,925) (98,086) (395,517) 33,634 171,682 (128,956) (332,194) (218,709) 6,128,087 4,351,660 $ 10,479,747 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
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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, 2022 and 2021, 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 (collectively referred to as the “financial statements”).
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, 2022 and 2021, 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 the Standards on Auditing of 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, 2022. 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.
The key audit matters of the parent company only financial statements for the year ended December 31, 2022 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 the performance obligation of services is fulfilled and the amount of revenue can be reasonably measured. Since the revenue from specific customers is material to the parent company only financial statements, we considered the relevant recognition of revenue a key audit matter.
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For the accounting policy of revenue recognition, refer to Note 4.
We obtained an understanding and tested the effectiveness of the design and the implementation of internal controls with respect to the revenue recognition of specific customers. We selected samples of revenue from the aforementioned customers and confirmed that revenue transactions have indeed occurred.
Evaluation of Investments Accounted for Using the Equity Method
As stated in Note 10 to the parent company only financial statements, as of December 31, 2022, the carrying amount of the investment in subsidiaries accounted for using the equity method was $13,741,033 thousand, representing 71% of the Company’s assets. For the year ended December 31, 2022, the amount of share of profit of subsidiaries was $443,268 thousand, representing 2,270% of the Company’s profit before income tax, which is material to the parent company only financial statements. Therefore, we considered the evaluation of investments in subsidiaries accounted for using the equity method 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:
-
We conducted our audits of the financial statements of subsidiaries in accordance with the Standards on Auditing of the Republic of China. The subsidiaries’ financial statements have been prepared in accordance with the same accounting principles as the Company.
-
We obtained the investments in subsidiaries accounted for using the equity method for the year ended December 31, 2022, 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.
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 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 auditors’ report that includes our opinion. Reasonable assurance is a high
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level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the 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 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.
-
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 and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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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, 2022 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 9, 2023
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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VIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (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 31) Other receivables (Notes 4, 8 and 31) Inventories (Notes 4, 5 and 9) Other current assets (Note 15) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Investments accounted for using the equity method (Notes 4 and 10) Property, plant and equipment (Notes 4, 11 and 32) Right-of-use assets (Notes 4 and 12) Investment properties, net (Notes 4, 5, 13 and 32) Intangible assets (Notes 4 and 14) Refundable deposits (Note 15) 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 17) Accounts payable (Note 17) Accounts payable - related parties (Notes 17 and 31) Other payables (Notes 18 and 31) Current tax liabilities (Notes 4 and 24) Provisions - current (Notes 4 and 19) Lease liabilities - current (Notes 4 and 12) Current portion of long-term borrowings (Notes 16 and 32) Other current liabilities (Note 18) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 16 and 32) Long-term bills payable (Notes 16 and 32) Deferred tax liabilities (Notes 4 and 24) Lease liabilities - non-current (Notes 4 and 12) Net defined benefit liabilities (Notes 4 and 20) Credit balance of investments accounted for using the equity method (Notes 10 and 18) Other non-current liabilities (Notes 18 and 31) Total non-current liabilities Total liabilities EQUITY (Note 21) Share capital Advance receipts for share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity TOTAL |
2022 Amount % $ 1,008,420 5 379,440 2 37,288 - 112,843 1 38,948 - 1,616,780 8 105,179 1 3,298,898 17 246,945 1 13,914,500 72 772,880 4 18,633 - 1,176,107 6 9,540 - 9,399 - 16,148,004 83 $ 19,446,902 100 $ 1,861 - 638 - 719,123 4 66,523 - 933,171 5 148,319 1 282,223 1 8,594 - 1,399,352 7 416,520 2 3,976,324 20 2,010,000 10 - - 136,993 1 9,262 - 305,817 2 - - 8,589 - 2,470,661 13 6,446,985 33 4,970,099 26 12,037 - 1,241,826 6 749,725 4 910,285 5 4,908,847 25 207,098 1 12,999,917 67 $ 19,446,902 100 |
2021 | ||
|---|---|---|---|---|
| Amount % $ 515,524 3 536,323 3 75,391 - 121,772 1 26,366 - 1,050,522 5 150,719 1 2,476,617 13 240,417 1 13,896,670 75 780,406 4 11,169 - 1,202,804 7 18,035 - 9,012 - 16,158,513 87 $ 18,635,130 100 $ - - 685 - 639,375 3 79,391 - 934,289 5 119,488 1 132,783 1 6,992 - 950,000 5 233,634 1 3,096,637 16 1,165,000 6 1,101,484 6 142,230 1 3,795 - 350,682 2 175,702 1 8,653 - 2,947,546 16 6,044,183 32 4,944,109 27 24,881 - 1,209,690 7 354,878 2 595,929 3 6,150,928 33 (689,468) (4) 12,590,947 68 $ 18,635,130 100 |
The accompanying notes are an integral part of the parent company only financial statements.
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VIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| OPERATING REVENUE (Notes 4, 22 and 31) OPERATING COSTS (Notes 9, 20, 23 and 31) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 20, 23 and 31) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 10, 13, 23 and 31) 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 24) NET (LOSS) PROFIT FOR THE YEAR |
2022 Amount % $ 3,898,575 100 3,117,484 80 781,091 20 (17,542) - 2,620 - 766,169 20 125,043 3 458,808 12 511,745 13 1,095,596 28 (329,427) (8) 9,005 - 99,596 3 (134,751) (4) (56,247) (1) 431,347 11 348,950 9 19,523 1 (103,158) (3) (83,635) (2) |
2021 | ||
|---|---|---|---|---|
| Amount % $ 2,579,177 100 2,208,773 86 370,404 14 (2,620) - 2,811 - 370,595 14 128,852 5 439,445 17 702,365 27 1,270,662 49 (900,067) (35) 614 - 319,377 13 511,010 20 (43,196) (2) 4,197,730 163 4,985,535 194 4,085,468 159 (124,524) (5) 3,960,944 154 (Continued) |
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VIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (LOSS) (Notes 20 and 21) 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 income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR (LOSS) EARNINGS PER SHARE (Note 25) From continuing operations Basic Diluted |
2022 Amount % $ 45,974 1 133 - (35,947) (1) 933,524 24 32 - 943,716 24 $ 860,081 22 $ (0.17) |
2021 | ||
|---|---|---|---|---|
| Amount % $ (12,501) - 32 - (12,650) (1) $ (306,080) (12) (29) - (331,228) (13) $ 3,629,716 141 $ 8.01 $ 7.84 |
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| $ | $ | |||
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
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VIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021 Total comprehensive income (loss) for the year ended December 31, 2021 Changes in capital surplus from investments in associates Share-based payment transaction (Note 26) Issuance of ordinary shares under employee share options Changes in percentage of ownership interests in the subsidiary (Note 27) Recognition of employee share options issued by the subsidiary BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings Legal reserve Special reserve Cash dividends distributed Net loss for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022 Total comprehensive (loss) income for the year ended December 31, 2022 Changes in capital surplus from investments in associates Share-based payment transaction (Note 26) Issuance of ordinary shares under employee share options Changes in percentage of ownership interests in the subsidiary (Note 27) Recognition of employee share options issued by the subsidiary BALANCE AT DECEMBER 31, 2022 |
Share Capital Capital Collected in Advance Capital Surplus $ 4,933,034 $ 18,824 $ 1,168,504 - - - - - - - - - - - - - - - - - - - - 252 - - 29,887 11,075 6,057 16,502 - - (7,284 ) - - 1,829 4,944,109 24,881 1,209,690 - - - - - - - - - - - - - - - - - - - - 399 - - 13,349 25,990 (12,844 ) 31,711 - - (14,040 ) - - 717 $ 4,970,099 $ 12,037 $ 1,241,826 |
Retained Earnings Other Equity Unrealized Loss on Financial Assets at Fair Value Through Exchange Differences Legal Reserve Special Reserve Unappropriated Earnings Other Comprehensive Income on Translating Foreign Operations Unearned Employee Benefits $ - $ - $ 3,548,777 $ (360,861 ) $ (9,848 ) $ - 354,878 - (354,878 ) - - - - 595,929 (595,929 ) - - - - - (395,517 ) - - - - - 3,960,944 - - - - - (12,469) (306,109) (12,650) - - - 3,948,475 (306,109) (12,650) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 354,878 595,929 6,150,928 (666,970 ) (22,498 ) - 394,847 - (394,847 ) - - - - 314,356 (314,356 ) - - - - - (495,350 ) - - - - - (83,635 ) - - - - - 46,107 933,556 (35,947) - - - (37,528) 933,556 (35,947) - - - - - - (1,043 ) - - - - - - - - - - - - - - - - - - - - - - - - $ 749,725 $ 910,285 $ 4,908,847 $ 266,586 $ (58,445) $ (1,043) |
Total Equity $ 9,298,430 - - (395,517 ) 3,960,944 (331,228) 3,629,716 252 29,887 33,634 (7,284 ) 1,829 12,590,947 - - (495,350 ) (83,635 ) 943,716 860,081 (644 ) 13,349 44,857 (14,040 ) 717 $ 12,999,917 |
|
|---|---|---|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
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VIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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 Gain 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 Loss (gain) on changes in fair value of investment properties Gain on lease modification Gain on bargain purchase 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 paid Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of the investments accounted for using the equity method Proceeds from disposal of investments accounted for using the equity method |
2022 $ 19,523 35,079 11,750 56,247 (9,005) (5,612) 4,241 (431,347) - - 17,542 (2,620) 27,341 (67) (327) 150,355 38,103 8,929 (12,450) (566,258) 45,514 1,861 (47) 79,748 (12,868) 10,654 149,440 182,886 1,109 (200,279) 8,873 5,612 (55,943) (79,538) (321,275) (165,760) - |
2021 $ 4,085,468 34,899 8,035 43,196 (614) (3,841) 29,887 (4,197,730) (256) (128,437) 2,620 (2,811) (24,672) (3) - (567,873) (51,291) (43,562) (8,791) (546,888) (63,197) - 144 397,706 51,479 94,621 125,794 181,311 1,390 (583,416) 619 3,841 (42,468) (86,967) (708,391) (134,560) 160,126 (Continued) |
|---|---|---|
- 29 -
VIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| 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 Decrease 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 Increase in guarantee deposits Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Dividends paid Exercise of employee share options Net cash used in financing activities 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 |
2022 $ (23,074) - (585) 198 (10,297) - (644) - 1,281,863 1,081,701 298,000 (692,000) 1,465,000 (878,000) 116 (180) (9,973) (495,350) 44,857 (267,530) 492,896 515,524 $ 1,008,420 |
2021 $ (20,238) 256 (4,025) 20,099 (9,775) 870,761 - 112,044 175,514 1,170,202 248,000 (336,000) 1,142,000 (872,000) 719 - (9,436) (395,517) 33,634 (188,600) 273,211 242,313 $ 515,524 |
|---|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
- 30 -
Attachment 4
2022 Remuneration to Directors
December 31, 2022
Unit: NT$ thousands
| Unit: NT$ | Unit: NT$ | thousands | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Remuneration | Ratio of Total Remuneration (A+B+C+D) to Net Income (%) |
Remuneration received by directors for concurrent service as an employee |
Amount of Total Compensation (A+B+C+D+E+F+G) to Net Income (%) |
Remuner- -ation received from investee enterprises other than subsidiaries or from the parent company |
||||||||||||||||
| Base compensation (A) |
Retirement pay and pension (B) |
Director profit-sharing compensation(C) |
Expenses and perquisites (D) |
Salary, rewards, and special disbursements(E) |
Retirement pay and pension (F) |
Employee profit-sharing compensation (G) |
||||||||||||||||
| The Com- pany |
All Consolidated Entities |
The Com- pany |
All Consolidated Entities |
The Com- pany |
All Consolidated Entities |
The Com- pany |
All Consolidated Entities |
The Com- pany |
All Consolidate d Entities |
The Com- pany |
All Consolidated Entities |
The Com- pany |
All Consolidated Entities |
The Company |
All Consolidated Entities |
The Company |
All Consolidated Entities |
|||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||
| Chairman & President |
Wenchi Chen |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0% |
0 0% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0% |
0 0% |
None |
| Director | Cher Wang |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0% |
0 0% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0% |
0 0% |
None |
| Director & Senior Vice President |
Tzumu Lin |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0% |
0 0% |
0 | 2,966 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0% |
2,966 -3.546% |
None |
| Director | Qun-Mao Liu |
0 | 0 | 0 | 0 | 0 | 0 | 60 | 60 | 60 -0.072% |
60 -0.072% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 60 -0.072% |
60 -0.072% |
None |
| Independent Director |
Wei-The Hsu |
240 | 240 | 0 | 0 | 0 | 0 | 60 | 60 | 300 -0.359% |
300 -0.359% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 300 -0.359% |
300 -0.359% |
None |
| Independent Director |
Ti-Hsiang Wei |
240 | 240 | 0 | 0 | 0 | 0 | 60 | 60 | 300 -0.359% |
300 -0.359% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 300 -0.359% |
300 -0.359% |
None |
| Independent Director |
Wen-Yuen Ken |
240 |
240 | 0 | 0 | 0 | 0 | 60 | 60 | 300 -0.359% |
300 -0.359% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 300 -0.359% |
300 -0.359% |
None |
| The remuneration of the independent directors of the Company includes the carriage and attendance fees for board meetings, fixed compensation for serving on functional committees, and director's remuneration as provided for in the Company's Articles of Incorporation. The aforementioned fixed remuneration amount is based on the Company’s remuneration committee with reference to industry standards and individual directors' time investment 、responsibilities and other factors, which was approved by the Board of Directors.Remuneration paid to directors by all consolidated entities for services (such as nonemployee consultants and others) other than disclosed in the table above: None * Compensation information disclosed in this statement differs from the concept of income under the Income Tax Act. This statement is intended to provide information disclosure and not tax-related information. |
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Attachment 5
VIA Technologies, Inc. 2022
Table of Earnings Distribution
| VIA Technologies, Inc. 2022 Table of Earnings Distribution |
VIA Technologies, Inc. 2022 Table of Earnings Distribution |
|---|---|
| Currency:NTD | |
| Items | Amount |
| Net loss of 2022 | (83,635,352) |
| Add: Remeasurements of defined benefit plans recognized | |
| in retained earnings | 46,106,131 |
| Less: Legal reserve(10%) | 0 |
| Add: Reversal of special reserve | 733,680,465 |
| Earnings in 2022 available for distribution | 696,151,244 |
| Add: Unappropriated retained earnings ofpreviousyears | 4,946,375,401 |
| Retained earnings available for distribution as of | |
| December 31, 2022 | 5,642,526,645 |
| Distribution item: | |
| Less: Cash dividend (NTD0.15per share) | (74,751,741) |
| Retained earnings at the end of theperiod | 5,567,774,904 |
Note: The number of shares for cash dividends is calculated on the basis of the actual number of outstanding shares 498,344,941 as of April 18, 2023.
Chairman: Wen-Chi Chen CEO: Wen-Chi Chen Chief Accountant: Bao-Huei Chen
- 32 -
Attachment 6
VIA Technologies, Inc. Comparison Table of Amended Corporate Social Responsibility Best Practice Principles
| Amended Principles Name | Amended Principles Name | Original Principles Name | Original Principles Name | Original Principles Name | Description | |
|---|---|---|---|---|---|---|
| Sustainable Development Best Practice Principles |
Corporate Social Responsibility Best Practice Principles |
In order to cooperate with the amendment ofthelaw. |
||||
| Amended Version | Original Version | Description | ||||
| Article 2 The Principles applies the entire operations of the Company and its business group. The Principles encourages the Company to actively fulfill sustainable developmentin the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built onsustainable development. |
Article 2 The Principles applies the entire operations of the Company and its business group. The Principles encourages the Company to actively fulfilltheir corporate social responsibilityin the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built oncorporate social responsibility. |
In order to cooperate with the amendment of the name. |
||||
| Article 3 In promotingsustainable development initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. Omitted… |
Article 3 In fulfilling corporate social responsibilityinitiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. Omitted… |
corporate | In order to cooperate with the amendment of the name. |
|||
| Article 4 To implement initiatives, the |
sustainable development Companyis advised to |
Article 4 To implement corporate social responsibilityinitiatives, the Company |
In order to cooperate with the |
- 33 -
| Amended Version | Original Version | Description | ||
|---|---|---|---|---|
| follow the principles below: 1. Exercise corporate governance. 2. Foster a sustainable environment. 3. Preserve public welfare. 4. Enhance disclosure of corporate sustainable developmentinformation. |
is advised to follow the principles below: 1.Exercise corporate governance. 2.Foster a sustainable environment. 3.Preserve public welfare. 4.Enhance disclosure ofcorporate social responsibilityinformation. |
amendment of the name. |
||
| Article 5 The Company shall take into consideration the correlation between the development of domestic and internationalsustainable development issuesand corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for sustainable developmentprograms, which shall be approved by the Audit Committee and the board of directors and then reported to the shareholders meeting. The board of directors is authorized to adopt any future amendments. When a shareholder proposes a motion involvingsustainable development, the Company's board of directors is advised to review and consider including it in the shareholders meeting agenda. |
Article 5 The Company shall take into consideration the correlation between the development of domestic and international corporate social responsibility principlesand corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans forcorporate social responsibilityprograms, which shall be approved by the Audit Committee and the board of directors and then reported to the shareholders meeting. When a shareholder proposes a motion involving corporate social responsibility,the Company's board of directors is advised to review and consider including it in the shareholders meeting agenda. |
In order to cooperate with the amendment of the name. |
||
| Article 7 The directors of a the Company shall exercise the due care of good administrators to urge the Company to perform itssustainable development initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its sustainable development policies. The board of directors of the Company is advised to give full consideration to the interests of stakeholders, including the following matters, in the Company's |
Article 7 The directors of the Company shall exercise the due care of good administrators to urge the Company to perform its corporate social responsibilityinitiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its corporate social responsibility policies. The board of directors of the Company is advised to give full consideration to the interests of stakeholders, including the following matters, in the Company's |
In order to cooperate with the amendment of the name. |
- 34 -
| Amended Version | Original Version | Description | ||
|---|---|---|---|---|
| furtherance of its sustainable development objectives: 1. Identifying the Company's sustainable developmentmission or vision, and declaring itssustainable developmentpolicy, systems or relevant management guidelines; 2. Makingsustainable developmentthe guiding principle of the Company's operations and development, and ratifying concrete promotional plans for sustainable developmentinitiatives; and 3. Enhancing the timeliness and accuracy of the disclosure ofsustainable developmentinformation. Omitted… |
performance of its corporate social responsibility initiatives: 1.Identifying the Company'scorporate social responsibilitymission or vision, and declaring itscorporate social responsibility policy, systems or relevant management guidelines; 2.Makingcorporate social responsibility the guiding principle of the Company's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives; and 3.Enhancing the timeliness and accuracy of the disclosure ofcorporate social responsibilityinformation. Omitted… |
|||
| Article 8 The Company is advised to, on a regular basis, organize education and training on thepromotion of sustainable development initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article. |
Article 8 The Company is advised to, on a regular basis, organize education and training on theimplementation of corporate social responsibility initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article. |
In order to cooperate with the amendment of the name. |
||
| Article 9 For the purpose of managing sustainable developmentinitiatives, the Company is advised tocreate a governance structure for promotion of sustainable development, andestablish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing thesustainable development policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the board of directors on a periodic basis. The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the |
Article 9 For the purpose of managingcorporate social responsibilityinitiatives, the Company is advised to establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the corporate social responsibility policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the board of directors on a periodic basis. The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the |
In order to cooperate with the amendment of the name. |
- 35 -
| Amended Version | Original Version | Description | ||
|---|---|---|---|---|
| interests of stakeholders. It is advised that the employee performance evaluation system be combined withsustainable development policies, and that a clear and effective incentive and discipline system be established. |
interests of stakeholders. It is advised that the employee performance evaluation system be combined with corporate social responsibilitypolicies, and that a clear and effective incentive and discipline system be established. |
|||
| Article 10 The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the Company, and establish a designated section for stakeholders on the company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important sustainable developmentissues which they are concerned about. |
Article 10 The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the company, and establish a designated section for stakeholders on the Company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important corporate social responsibilityissues whichthey are concerned about. |
In order to cooperate with the amendment of the name. |
||
| Article 12 The Company is advised to endeavor to utilizeenergy more efficientlyand use renewable materials which have a low impact on the environment to improve sustainability of natural resources. |
Article 12 The Company is advised to endeavor to utilizeall resources more efficientlyand use renewable materials which have a low impact on the environment to improve sustainability of natural resources. |
In order to focus on the management of utilize energy to reduce the emission of greenhouse gases. |
||
| Article 17 The Company is advised to assess the current and future potential risks and opportunities that climate change may present to enterprises and to adopt related measures. The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the Company. 2. Indirect greenhouse gas emissions: emissionsresultingfromthe utilization |
Article 17 The Company is advised to assess the current and future potential risks and opportunities that climate change may present to enterprises and to adopt climaterelated measures. The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1.Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the Company. 2.Indirect greenhouse gas emissions: |
In order to cooperate with the amendment of the law |
- 36 -
| Amended Version | Original Version | Description | ||
|---|---|---|---|---|
| of energy such as imported electricity, heating, or steam. 3.Other indirect emissions: emissions resulting from corporate activities that are not indirect emissions from energy, but are from other sources of emissions owned or controlled by the Company. |
emissions resulting from thegeneration of externally purchased or acquired electricity, heating, or steam. |
|||
| Article 26 The Company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the sustainable developmentinitiative. The Company is advised to establish supplier management policies and request suppliers to comply with rules governing issues such as environmental protection, occupational safety and health or labor rights. Prior to engaging in commercial dealings, the Company is advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those againstsustainable developmentpolicy. When the Company enter into a contract with any oftheirmajor suppliers, the content should include terms stipulating mutual compliance withsustainable developmentpolicy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source. |
Article 26 The Company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibilityinitiative. The Company is advised to establish supplier management policies and request suppliers to comply with rules governing issues such as environmental protection, occupational safety and health or labor rights. Prior to engaging in commercial dealings, the Company is advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those againstcorporate social responsibility policy. When the Company enter into a contract with any of major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibilitypolicy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source. |
In order to cooperate with the amendment of the name. |
||
| Amended Article Name | Original Article Name | Description |
- 37 -
| Chapter 5 Enhancing Disclosure of Sustainable DevelopmentInformation |
Chapter 5 Enhancing Disclosure of Corporate Social Responsibility Information |
In order to cooperate with the amendment ofthelaw. |
|
|---|---|---|---|
| Amended Version | Original Version | Description |
|---|---|---|
| Article 28 Omitted… Relevant information relating to sustainable developmentwhich the Company shall disclose includes: 1. The policy, systems or relevant management guidelines, and concrete promotion plans for sustainable developmentinitiatives, as resolved by the board of directors. 2. The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare. 3. Goals and measures forpromoting the sustainable developmentinitiatives established by the companies, and performance in implementation. 4. Major stakeholders and their concerns. 5. Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues. 6. Other information relating to sustainable developmentinitiatives. |
Article 28 Omitted… Relevant information relating to corporate social responsibilitywhich the Company shall disclose includes: 1.The policy, systems or relevant management guidelines, and concrete promotion plans forcorporate social responsibilityinitiatives, as resolved by the board of directors. 2.The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare. 3.Goals and measures forrealizing the corporate social responsibility initiatives established by the companies, and performance in implementation. 4.Major stakeholders and their concerns. 5.Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues. 6.Other information relating to corporate social responsibility initiatives. |
In order to cooperate with the amendment of the name. |
| Article 29 The Company shall adopt internationally widely recognized standards or guidelines when producing sustainabilityreports, to disclose the status of their implementation of the sustainable developmentpolicy. It also is advisable to obtaina third-party |
Article 29 The Company shall adopt internationally widely recognized standards or guidelines when producing corporate social responsibilityreports, to disclose the status of their implementation of thecorporate social responsibility policy.It alsois advisable |
In order to cooperate with the amendment of the name. |
- 38 -
| Amended Version | Original Version | Description | ||
|---|---|---|---|---|
| assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include: 1. The policy, system, or relevant management guidelines and concrete promotion plans for implementing sustainable developmentinitiatives. Omitted… |
to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include: 1.The policy, system, or relevant management guidelines and concrete promotion plans for implementing corporate social responsibility initiatives. Omitted… |
|||
| Article 30 The Company shall at all times monitor the development of domestic and foreign sustainable development standards and the change of business environment so as to examine and improve their establishedsustainable developmentframework and to obtain better results from thepromotion of the sustainable developmentpolicy. The principles were adopted on 20 March 2020. 1st amendment on 1 November, 2022. |
Article 30 The Company shall at all times monitor the development of domestic and foreigncorporate social responsibility standards and the change of business environment so as to examine and improve their establishedcorporate social responsibilityframework and to obtain better results from the implementation of the corporate social responsibilitypolicy. The principles were adopted on 20 March 2020. |
Amendment date |
- 39 -
Attachment 7
VIA Technologies Inc. Comparison Table of Amended Articles of Incorporation
| AmendedVersion | OriginalVersion | Description | |
|---|---|---|---|
| Article 2: The Company’s main business activities: 1. CC01060 Wired Communication Equipment and Apparatus Manufacturing 2. CC01070 Telecommunication Equipment and Apparatus Manufacturing 3. CC01080 Electronic Parts and Components Manufacturing 4. CC01110 Computers and Computing Peripheral Equipment Manufacturing 5. E605010 Computing Equipment Installation Construction 6. E603090 Illumination Equipment Construction 7. F113050 Wholesale of Computing and Business Machinery Equipment 8. F113070 Wholesale of Telecom Instruments 9. F118010 Wholesale of Computer Software 10. F119010 Wholesale of Electronic Materials 11. F213030 Retail sale of Computing and Business Machinery Equipment 12. F213060 Retail Sale of Telecom Instruments 13. F218010 Retail Sale of Computer Software 14. F219010 Retail Sale of Electronic Materials 15. F401010 International Trade 16.F601010 Intellectual Property 17.I301010 Software Design Services 18.I301020 Data Processing Services 19.I501010 Product Designing 20.IG03010 Energy Technical Services |
Article 2: The Company’s main business activities: 1. CC01060 Wired Communication Equipment and Apparatus Manufacturing 2. CC01070 Telecommunication Equipment and Apparatus Manufacturing 3. CC01080 Electronic Parts and Components Manufacturing 4. CC01110 Computers and Computing Peripheral Equipment Manufacturing 5. E605010 Computing Equipment Installation Construction 6. E603090 Illumination Equipment Construction 7. F113050 Wholesale of Computing and Business Machinery Equipment 8. F113070 Wholesale of Telecom Instruments 9. F118010 Wholesale of Computer Software 10. F119010 Wholesale of Electronic Materials 11. F213030 Retail sale of Computing and Business Machinery Equipment 12. F213060 Retail Sale of Telecom Instruments 13. F218010 Retail Sale of Computer Software 14. F219010 Retail Sale of Electronic Materials 15. F401010 International Trade 16. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import 17. F601010 Intellectual Property 18. I301010 Software Design Services 19. I301020 Data ProcessingServices |
Amendment according to Telecommun- ications Management Act. |
- 40 -
| Amended Version | OriginalVersion | Description | ||
|---|---|---|---|---|
| 21. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. |
20. I501010 Product Designing 21. IG03010 Energy Technical Services 22. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. |
|||
| 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 surplus reserve, but this is no longer necessary when the statutory surplus reserveamounts to the total paid-in capital. 4. Special reserve shall be increased or rotated in accordance 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 item 1-4, the BOD shall prepare the Surplus distribution case with the previous annual accumulation of undistributed surplus. 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. |
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 surplus reserve, but this is no longer necessary when the statutory surplus reserve has reachedthe Company’s total amount of capital. 4. Special reserve shall be increased or rotated in accordance 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 item 1-4, the BOD shall prepare the Surplus distribution case with the previous annual accumulation of undistributed surplus. 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. |
Compliant with the letter of MOEA |
- 41 -
| Amended Version | OriginalVersion | Description | |
|---|---|---|---|
| The shareholders’ dividends allocated shall not be lower than ten percent of the net surplus of current year. The proportion of cash dividends should not be less than ten percent of total dividend. Surplus distribution to be handled as follows: distributable dividends and bonuses、capital reserve or statutory surplus reserve 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. |
The shareholders’ dividends allocated shall not be lower than ten percent of the net surplus of current year. The proportion of cash dividends should not be less than ten percent of total dividend. Surplus distribution to be handled as follows: distributable dividends and bonuses、capital reserve or statutory surplus reserve 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 Omitted… 22nd amendment on June 17, 2022 23rd amendment on June 16, 2023 |
Article 23: These Articles of Incorporation were drawn up on September 16, 1992. 1st amendment on January 4, 1994 Omitted… 22nd amendment on June 17, 2022 |
Add the date of amendment in this Article. |
- 42 -
Attachment 8
VIA Technologies, Inc. List of Candidates for Independent Directors
| No. | Name |
Selected Education/Experience | Current Positions | Current Share- holding |
|---|---|---|---|---|
| 1 | Chong-Zen Hsieh |
Bachelor of Industrial Engineering, Feng Chia University President, Golden Bridge Electech Inc. President, VIA Optical Solution Special Assistant to President, VIA Technologies, Inc. Chairman, Medical Instrument Technology CO., Ltd. Founder & Chairman, Countenance Biotech Inc. |
Remuneration Committee Members, VIA Technologies, Inc. |
0 |
| 2 | Kou-Sheng Tseng |
Bachelor of Industrial Education, Normal University Sales Director, American Kodak Corporation. Managing Director, Achelis Taiwan Co.,Limited Independent Director, Chander Electronics Corp. |
Chairman & CEO, Gabriel Broadcasting Foundation Chairman & CEO, GOOD TV Broadcasting Corp. |
0 |
- 43 -