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WKG — AGM Information 2021
Aug 13, 2021
52415_rns_2021-08-13_d56c896d-743f-4c4f-9ce3-1edf245bdfc4.pdf
AGM Information
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Stock Code: 45 8 1
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World Known MFG(Cayman) Limited
2021 Annual General Meeting
M e e ti n g M i n utes
AGM ti m e:9:30 a m , August 5, (Thursday), 2021 AGM ve n ue: No.11, Sec. 3, Zhongsh a n Rd., Ta n zi Dist., T aichung City
World Known
n) Limited
Meeting Minutes for t eneral Meeting 丶 I.AGM time: 9:30 am, August 5, (Thursday), 20 、---II. AGM venue: 2F No.11, Sec. 3, Zhongshan Rd., Tanzi Dist., Taichung City
III.Present:The total number of voting rights owned by shareholders present or by proxy at the meeting is 27,140,392 shares. The percentage of the total outstanding shares of stocks that is exercised by shareholders present or by proxy is 80.06%.
IV.Directors present:Chairman Lu, Huang-Fu, Director Lu, Chung-Wen, Director Lin, Yen-Huey, Director Sheng, Chien-Chih, Independent Director Hon, Jau-Shin.
V.Attendance: None.
VI. Chamnan:Chairman Lu, Huang-Fu. 眉
臀['] Meeting Secretary:Hsu, Ching-Yuan 曰
- VII.The aggregate shareholding of the shareholders present in person or by proxy constitutes a quorum. The Chairman called the meeting to order.
VIII.Chainnan Remarks: Omitted.
IX. Reports
Proposal 1: Please review the 2020 Business Report
Description: Please refer to Attachinent 1 for the 2020 Business Report.
Proposal 2: Please review the 2020 Audit Cormnittee Report
Description: Please refer to Attac1unent 2 for the 2020 Audit Co皿nittee Report
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Proposal 3: Please review the report on Remuneration Distributed to Directors and Employees for 2020.
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Description: I.On the basis of pre-tax net profit, 2% is contributed as employees'remuneration, and 2% is contributed as directors'remuneration
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2.The employees'remuneration is provided for NTD$1,543,792, and the directors' remuneration is provided forNTD$1,543,792, both in cash.
X.Ratifications
First proposal [proposed by the board of directors]
Proposal:Please ratify the 2020 Business Reports and Consolidated Financial Reports of the Company and the Subsidiaries
Description:
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The 2020 Consolidated Financial Report and Business Report have been prepared and audited by Cheng-Hsueh Chen, CPA, and Tzu-Hsin Chang, CPA of KPMG Taiwan, with an independent auditor's report with unqualified opinion issued for reference.
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The aforementioned Financial Report, along with the Business Rep01i, and proposal of earning distribution have been audited by the Audit Committee, with the Audit Committee Report issued for reference.
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Please refer to Attachment 3.
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Please ratify.
Resolution : The total number of voting rights upon voting is 27,140,392.
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Attachment 1
World Known MFG (Cayman) Limited
2020 Business Report
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I. Overview of business in 2020
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(I) Performance of the business plan
The net amount of the Company’s revenue for 2020 is NT$863,749,000, or NT$172,150 ,000 less than 2019 (about 16.62%). The net profit after tax is NT$68,565,000, or NT$24,506,000 less than 2019 (about 26.33%). Revenue decline in 2020 is mainly due to the recession of COVID-19 pandemic, customers in North America and Europe who accounts majority of our sales are worst impacted. With the relief of pandemic since August, 2020, delivery has gradually recovered but revenue as a whole is still less compare to previous year.
- (II) Execution of budget
Pursuant to the current regulations, the Company has not disclosed the forecast of 2020 finance and thus is not applicable.
- (II) Analysis of financial incomes and profitability
| Unit: NT$thousand | Unit: NT$thousand | |||
|---|---|---|---|---|
| Item | 2019 | 2020 | Difference % | |
| Net amount of operatingrevenue | 1,035,899 | 863,749 |
(16.62) |
|
| Operatingmargin | 267,301 | 201,800 |
(24.50) |
|
| Operating profit | 111,008 | 78,839 |
(28.98) |
|
| After-tax netprofit | 93,071 | 68,565 |
(26.33) |
|
| Liabilityto asset ratio % | 35.15 | 34.27 |
(2.50) |
|
| Financial structure |
||||
| Long-term fund to fixed asset ratio % |
||||
| 252.30 | 340.49 |
34.95 |
||
| Current ratio % | 212.58 | 173.16 |
(18.54) |
|
| Solvency | ||||
| Quick ratio % | 145.34 | 118.80 |
(18.26) |
|
| Return on assets | 8.05% | 5.53% |
(31.30) |
|
| Return on shareholder’s equity | 12.69% | 8.47% |
(33.25 |
|
| Profitability | ||||
| Netprofit margin | 8.96% | 7.94% |
(11.38) |
|
| Earningsper share(NT$) | 3.09 | 2.06 |
(33.33) |
The profitability of 2020 decreased from 2019, the main reasons are, other than the 16.62% decline of revenue:
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After the outbreak of COVID-19 in first quarter of 2020, production was resumed with limited capacity due to unfavorable factors such as shortage of labor hands, disruption in supply chain and insufficient logistic services. Revenue in the period is lower than that of same period of previous year. Manufacturing cost amortized to each product unit is higher and thus drove up product cost..
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Customers with higher margin profit were severely impacted by pandemic. Demand dropped drastically and customers became conservative on posting forecast and releasing orders. Therefore margin profit dropped as product portfolio changed. Alternative energy product business is more mature and is witnessing strong competition from mainland China. Selling price is reduced upon customer demand which led to lower margin profit.
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In a nutshell, for 2020, under the impact of the client and product profolio , the net profit aftertax declined from 2019.
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II. Summary of the 2020 Business Plan
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(I) Guidelines of operations
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Orders for aluminum products is gradually increasing despite recession. Strengthen aluminum alloy casting skills by increasing personnel training; invest moderately in aluminum casting and processing automation equipment for better production efficiency and product quality while alleviating demand of workmanship.
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Continuously expand customer base and diversify business in various industry to increase turnover and spread business risk; Proactively seek large workpiece business opportunity and enhance utilization rate of large horizontal CNC machines.
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In response to logistics problem such as destination port congestion and freight containers shortage, proactively adjust procurement and production schedule and make advance shipment to reduce the risk of air transport.
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(II) Expected sales volume and the basis
- The Company expect the shipment volume in 2021 to grow continuously, with the stable orders to the existing products from the major clients, combining with the mass production of new products. The estimated shipment volume is based on the long-term demand forecasts provided by the clients, the progress of new product development and the plan of capacities.
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III. Strategies of Future Development
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(I) Marketing strategies:
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Seeking opportunities to expand supply to the existing clients; through the experience of partnering with current clients, the Company seeks participation to the development projects of major international car makers; strives for the R&D for technologies improving production process, to enhance the R&D capability of the Company; and continuing the development parts for new car models.
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Continuously monitor the development of commercial vehicles sector ,seeking aluminum electric motor housing business opportunity from renown electric vehicle manufacturers; In response to the trend of lightweight vehicles, develop aluminum alloy chassis parts in cooperation with existing clients; Tap into relevant initiative of energy-saving, carbon-reducing and emission control regulations, expand supply of aluminum alloy EGR parts; Participate in the development of electric-mechanical brake system parts that meets higher safety regulations to satisfy client’s diverse demands.
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Intensify existing client service, strive to provide customer integrated services with multicasting material, multi-manufacturing and assembly processes, satisfying the one-stop-procurement demands of the clients
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In the post-epidemic era, strengthen digital marketing capability. Tap and dig into potential customers to develop and categorize their requirements efficiently and systematically, and ultimately transform them into clients with real business needs.
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Develop customers from new industry by contacting relevant trade association and legal entities.
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(II) Production strategies:
- Promotion of smart logistic; enhancement of supports to operations; Continuously improve production automation to build smart manufacturing infrastructure and to weather labor shortage risk; Promote equipment and information visualization management thus to advance manufacturing management system efficiency. Speed up progress tracking and abnormality disposal process. Speed up decision-making process to
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reduce waste.
2. Enhance supply chain management efficiency; Implement flexible production to satisfy the needs of small-batch, multi-items from customer; Integrate manufacturing process from various material forming processes such as casting, forging, to heat treatment, surface treatment, and assembling to expanding scope of product catalogue of different material and craftsmanship.
3. Search and develop potential raw parts supplier through relevant trade association to expand non-iron casting supply base.
4. Strengthen role of cross-functional team for new product development, R&D staff focus on new product design, new process planning and absorption and conversion of new technologies while engineering team focus on on-site process improvement and new product sample fabrication; Establish a process to shorten development lead time for new products so as to meet ever demanding delivery deadline from customers.
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(III) Management strategies
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Review and simplify existing processes. Improve operational efficiency by maximizing ERP and electronic document management systems; Strengthen company's KPI management, and thus to enhance overall operation performance and implement corporate governance.
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Digital transformation, Optimize front-to-back management system through digital technology; Improve efficiency of communication within the organization; Further integrate internal and external information to improve customer awareness and obtain high-quality data and information; Enhance company's competitiveness.
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IV. Under the influences of external competitions, regulations, and macro- operational environment
With the safety regulations upgrade in various countries, tighter environmental regulations, the trends of being smart, electrical or with new energies, as well as the rapid evolving macro environment, in the regards of industry and market, the Company will follow the trends of clients’ markets, by expanding the precise processing technologies of multiple materials (cast iron, aluminum and steel), to provide the one-stop procurement to the clients, for the purpose of enhancing the Company’s competitiveness and growth momentum, At a post-pandemic era where “Rise of online communication, Decline of physical interaction” is trending, invest both in software and hardware to achieve digitization on operation management, supply chain, product and services become imperative. Meanwhile, it is necessary to review and evaluate potential risks that company might confront and establish a contingency plan to maximize shareholder’s value and fulfill social responsibility as a business entity
Finally, we’d like to express our appreciations for the supports and encouragements from our shareholders. We thank you sincerely and wish you all the best and healthy.
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Chairman:
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Manager:
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Head of Accounting:
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~~Attachment 2~~
World Known MFG(Cayman) Limited
Audit Committee Report
The Board of Directors has prepared the 2020 Business Report, Consolidated Financial Report and proposal of earning distribution. The Consolidated Financial Report has been audited by Cheng-Hsueh Chen, CPA and Tzu-Hsin Chang, CPA of KPMG Taiwan, with an independent auditor's report with unqualified opinion. The Audit Committee has reviewed the abovementioned reports prepared by the Board of Directors and found them to be in compliance with regulatory requirements. We hereby issue this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act. The report is thus made and please review.
To
2021 Annual General Meeting
World Known MFG(Cayman) Limited ( 英屬開曼群島光隆精密股份有限公司 in Chinese)
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Convener of Audit Committee:
March 24, 2021
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Attachment 3
Independent Auditors’ Report
To the Board of Directors of World Known MFG (Cayman) Limited:
Opinion
We have audited the consolidated financial statements of World Known MFG (Cayman) Limited (the ” Company”) and its subsidiaries (the” Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China for year 2020; we conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Enforcement letter FinancialSupervisory-Securities-Auditing-1090360805 and the auditing standards generally accepted in the Republic of China for year 2019. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Appropriateness of Revenue Recognition Timing
Please refer to Note 4(m) to the consolidated financial statements for accounting policy of revenue recognition, and Note 6(t) for explanation of revenue recognition.
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Description of key audit matter:
Revenue is the key performance indicator for evaluating the performance of the financial and operation of the Group. In addition, revenue is recognized when the control in each individual contract with customers is transferred. The Company recognizes revenue depending on the various sales terms in each individual contract with customers to ensure the significant risks and rewards of ownership have been transferred. Therefore, the revenue recognition is one of the key audit matters in our audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included assessing and testing the Group’s internal controls surrounding revenue recognition; conducting customer trend analysis to assess the existence of any significant exception; on a sample basis, inspecting contracts with customers or customers’ orders, and assessing whether the accounting treatment of the related contracts is applied appropriately, and performing test of details on sales to assess the existence, accuracy and appropriateness of revenue recognition, and performing sales cut-off test of a period before and after the financial position date by vouching related document of sales transactions to determine whether revenue have been appropriately recognized.
2. Inventory Valuation
Please refer to Note 4(h) to the consolidated financial statements for accounting policy of inventory; Note 5(b) for accounting estimations and assumptions of valuation of inventory, and Note 6(e) for explanation of valuation of inventory.
Description of key audit matter:
The Group’s belongs to precision machining of castings industry. The Group’s inventories are measured at the lower of cost and net realizable value. However, the cost of inventory might exceed its net realizable value due to the rapid advancement of technology and the changes in market demand. Therefore, inventory evaluation is one of our key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures, included reasonable assessing the Group’ s allowance amount of inventory according to its characteristic; conducting sampling to examine accuracy of inventory aging; examine whether the Group has conduct accounting policy of inventory valuation; compare and examine past allowance method of inventory with current year, to confirm whether the assumption of allowance of inventory method are in appropriate.
3. Accounts Receivable Valuation
Please refer to Note 4(g) to the consolidated financial statements for accounting policy of assessment of accounts receivable impairment; Note 5(a) to the consolidated financial statements for accounting estimations and assumptions of assessment of accounts receivable, and Note 6(c) to the consolidated financial statements for impairment of accounts receivable.
Description of key audit matter:
The Group’s accounts receivable are concentrate among some customers. Allowance evaluation on accounts receivable contains management’ s subjective judgment. Therefore, the assessment on accounts receivable is one of the key audit matters.
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How the matter was addressed in our audit:
In velation to the key audit matter above, our principal audit procedure included reasonable assessing the group’s allowance amount of accounts receivable according to its characteristic; analyze aging of accounts receivable, receive records and customers’ credit risk concentration. Assessed whether estimation method and the amount of accounts receivable this period present fairly.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the supervisors) are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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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 appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Hsueh, Chen and Tsu-Hsin, Chang.
KPMG
Taipei, Taiwan (Republic of China) March 24, 2021
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries
Consolidated Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1150 Notes receivables, net(note 6(c)) 1170 Accounts receivable, net (note 6(c)) 1180 Accounts receivable due from related parties, net (note 6(c) and 7) 1200 Other receivables (note 6(d)) 1210 Other receivables from related parties (note 6(d) and 7) 1220 Current tax assets 1310 Inventories (note 6(e)) 1476 Other financial assets - current (note 6(i) and 8) 1470 Other current assets (note 6(i)) Non-current assets: 1541 Non-current financial assets at amortized cost(note 6(b)) 1600 Property, plant and equipment (note 6(f) and 8) 1755 Right-of-use assets (note 6(g) and 8) 1780 Intangible assets (note 6(h)) 1840 Deferred income tax assets (note 6(p)) 1900 Other non-current assets (note 6(i)) Total assets |
December 31, 2020 Amount % $ 281,626 21 17,585 1 134,858 10 17 - 14,319 1 98 - 315 - 218,692 17 34,176 3 10,105 1 711,791 54 262,622 20 269,694 20 70,204 5 10,265 1 1,024 - 3,734 - 617,543 46 $ 1,329,334 100 |
December 31, 2019 Amount % 351,402 31 10,931 1 132,280 11 6 - 11,112 1 98 - 315 - 225,057 20 - - 12,189 1 743,390 65 - - 316,550 27 78,330 7 6,513 1 1,359 - 2,209 - 404,961 35 1,148,351 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(j) and 8) 2130 Current contract liabilities(note 6(t)) 2170 Accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (note 6(k) and (o)) 2220 Other payables to related parties (note 7) 2230 Current income tax liabilities 2280 Current lease liabilities (note 6(n) and 7) 2300 Other current liabilities (note 6(l)) 2322 Long-term borrowings, current portion (note 6(m) and 8) Non-Current liabilities: 2540 Long-term borrowings (note 6(m) and 8) 2580 Non-current lease liabilities(note 6(n) and 7) Total liabilities Equity attributable to owners of parent: (note 6(q)) 3100 Capital stock 3211 Capital surplus 3300 Retained earnings 3400 Other equity Total equity attributable to owners of parent: 36XX Non-controlling interests Total equity attributable to owners of parent Total liabilities and equity |
December 31, 2020 | December 31, 2020 | December 31, 2019 Amount % 35,000 3 682 - 101,173 9 42,798 3 115,368 10 2,556 - 33,012 3 7,041 1 6,916 1 5,149 - 349,695 30 2,391 - 51,593 5 53,984 5 403,679 35 300,000 26 216,423 19 255,975 22 (28,021) (2) 744,377 65 295 - 744,672 65 1,148,351 100 |
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|---|---|---|---|---|---|---|
| Amount | % |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Operating revenue(note 6(t) and 7) 5000 Operating costs(note6(e), (h), (o) and 7) 5900 Gross profit from operations 6000 Operating expenses(note6(c), (h), (o), (u) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment (reversal gain) loss determined in accordance with IFRS 9 6900 Net operating income 7000 Non-operating income and expenses(note 6(f), (n) and (v)) : 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7900 Profit before income tax 7950 Income tax expenses (note 6(p)) Profit 8300 Other comprehensive income: 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8341 Exchange differences on translation of foreign financial statements 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income (loss) for the period, net of tax 8500 Total comprehensive income for the period Profit (loss) attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income (loss) attributable to: 8710 Owners of parent 8720 Non-controlling interests Earnings per share (NT dollars) (Note 6(s)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2020 Amount % $ 863,749 100 661,949 77 201,800 23 39,741 4 65,715 8 18,754 2 (1,249) - 122,961 14 78,839 9 7,962 1 13,170 1 (11,175) (1) (1,987) - 7,970 1 86,809 10 18,244 2 68,565 8 (43,456) (5) - - (43,456) (5) 48,796 6 - - 48,796 6 5,340 1 $ 73,905 9 $ 68,566 8 (1) - $ 68,565 8 $ 73,920 9 (15) - $ 73,905 9 $ 2.06 $ 2.06 |
2019 Amount % 1,035,899 100 768,598 74 267,301 26 48,122 4 88,205 9 19,697 2 269 - 156,293 15 111,008 11 1,145 - 14,790 1 138 - (1,591) - 14,482 1 125,490 12 32,419 3 93,071 9 (18,319) (2) - - (18,319) (2) (3,207) - - - (3,207) - (21,526) (2) 71,545 7 92,821 9 250 - 93,071 9 71,511 7 34 - 71,545 7 3.09 3.09 |
|---|---|---|
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries
Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
Equity attributable to owners of parent
| Balance at January 1, 2019 Appropriation and distribution of retained earnings: Cash dividends of ordinary shares Profit for the year Other comprehensive income for the year Total comprehensive income for the year Balance at December 31, 2019 Balance at January 1, 2020 Appropriation and distribution of retained earnings: Legal reserve Special reserve Cash dividends of ordinary shares Profit for the year Other comprehensive income for the year Total comprehensive income for the year Capital increase by cash Employee share options-compensation cost Balance at December 31, 2020 |
Capital Stock | Capital surplus | Capital surplus | Retained earnings | Retained earnings | Retained earnings | Other equity interest |
Total equity attributable to owners of parent |
Total equity attributable to owners of parent |
Non-controlling interests |
Non-controlling interests |
Total equity 718,127 (45,000) (45,000) 93,071 (21,526) 71,545 744,672 744,672 - - (101,697) (101,697) 68,565 5,340 73,905 156,720 212 873,812 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve |
Special reserve |
Unappropriated retained earnings |
Total | |||||||||||||||
| Exchange differences on translation of foreign financial statements |
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| $ 300,000 - - - - - $ 300,000 $ 300,000 - - - - - - - 38,990 - $ 338,990 |
216,423 | - | - | 208,154 | 208,154 | (6,711) - - - (21,310) (21,310) (28,021) (28,021) - - - - - 5,355 5,355 - - (22,666) |
717,866 | 261 - - 250 (216) 34 295 295 - - - - (1) (15) (16) - - 279 |
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| - | - | - | ||||||||||||||||
| - | - | - | ||||||||||||||||
| - - |
- - |
- - |
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| - | - | - | ||||||||||||||||
| 216,423 216,423 |
- - |
- - |
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| - - - |
9,282 - - |
- 28,021 - |
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| - | 9,282 | 28,021 | ||||||||||||||||
| - - |
- - |
- - |
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| - | - | - | ||||||||||||||||
| 117,730 212 |
- - |
- - |
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| 334,365 | 9,282 | 28,021 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit from continuing operations before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) reversal of provision for bad debt expense Interest expense Interest income Employee share options-compensation cost (Gain) loss on disposal of property, plant and equipment Allowance for inventory valuation and obsolescence loss Impairment (reversal gain) loss on non-financial assets Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Increase in notes receivable Increase (decrease) in accounts receivable Increase (decrease) in accounts receivable from related parties Increase (decrease) in other receivables Decrease in other receivable from related parties Decrease in inventories Decrease in prepayments Decrease in other current assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in current contract liabilities Increase (decrease) in accounts payable Decrease in accounts payable to related parties Decrease in other payables (Decrease) increase in other payables to related parties (Decrease) increase in other current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of other financial assets Acquisition of financial assets at amortized cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in payments for business facilities Decrease (increase) in refundable deposits Increase in non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term loans borrowings Proceeds from long-term borrowings Repayments of lease liabilities Capital increase by cash Cash dividends paid Net cash flows from (used in) investing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ 86,809 66,345 2,825 (1,249) 1,987 (7,962) 212 62 5,212 - 67,432 (6,654) (1,329) (11) (3,207) - 1,153 1,223 861 (7,964) 962 41,023 (19,984) (1,139) (653) (1,862) 18,347 10,383 164,624 7,962 (1,995) (22,850) 147,741 (34,176) (262,622) (11,859) 69 (6,529) (1,355) 484 (654) (316,642) 158,522 (105,000) (5,149) (7,099) 156,720 (101,697) 96,297 2,828 (69,776) 351,402 $ 281,626 |
2019 125,490 70,519 2,726 269 1,591 (1,145) - (366) 6,688 (1,589) 78,693 (424) 46,320 2 8,976 76 19,216 4,037 2,257 80,460 (6,802) (66,603) (1,344) (6,069) 1,902 2,231 (76,685) 3,775 207,958 1,145 (1,573) (46,218) 161,312 - - (62,707) 738 (3,979) - (1,477) (542) (67,967) 85,000 (60,000) (5,148) (5,731) - (45,000) (30,879) (12,110) 50,356 301,046 351,402 |
|---|---|---|
See accompanying notes to consolidated financial statements.
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Attachment 4
World Known MFG (Cayman) Limited Earnings Distribution Table 2020
| Beginning retained earnings Add:2019 net profit after tax Less:10% legal reserve Add: special reserve was reduction of shareholder's equity-other equity items. Distributable net profit Distributable items: Less:Dividend to shareholders-Cash(NT$2/per share) Unappropriated retained earnings |
Unit:NT$Amount $116,974,33668,565,474(6,856,547)5,355,864184,039,127(67,798,000)$116,241,127 |
|---|---|
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Attachment 5
World Known MFG (Cayman) Limited
Comparison Table of Amended “ Rules Governing the Election of Directors ”
| No. of Article | Current Clause | Proposal of amendment | Reason of amendment |
|---|---|---|---|
| Article 4 | During the Listing PeriodElection of independent directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.and may not arbitrarily add requirements for documentation of other qualification.The list of candidates for directors and their academic qualifications and |
Election of directors (including independent directors) at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. |
To coordinate with the amendment to Article 192-1 of the Company Law to simplify the procedures for appointing directors and amend the paragraph. |
| experience shall be announced, and shareholders shall select the list of candidates for directors |
|||
| Article 5 | Paragraph 1 (omit) When the number of independent directors falls below that required under paragraph 1 of Article 14-2 of the Securities and Exchange Act, listing rules of TWSE-listed companies, or item 8 of the “Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx”, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. |
Paragraph 1 (omit) When the number of independent directors falls below that required under paragraph 1 of Article 14-2 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. |
Amendment of this clauseto coordinate with and the Financial Regulatory Commission’s order Jin Guan Zheng Jiao Zi No. 1070345233 issued on December 19, 2018. |
| Article 11 | If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the"candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. When the candidate is a juristic-person shareholder, the name of the juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the juristic-person shareholder and the name of its representative may be entered. When there are multiple |
Delete | 1.Deleted in accordance with the Financial Regulatory 2.Commission’s order Jin Guan Zheng Jiao Zi No. 1080311451 issued on April 25, 2019 |
representatives, the names of each respective representative shall be |
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| No. of Article | Current Clause | Proposal of amendment | Reason of amendment |
|---|---|---|---|
| entered. | |||
| Article 12 | A ballot is invalid under any of the following circumstances: A. The ballot was not prepared by the Company. B. A blank ballot is placed in the ballot box. C. The writing is unclear and indecipherable or has been altered. D. The candidate whose name is entered in the ballot is a shareholder,but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and ID number/UBNdo not match. E. Other words or marks are entered in addition to the candidate's account name (title or name) or shareholder account number (ID number/UBN) and the number of voting rights allotted. F.The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or ID number/UBN is provided in the ballot to identify such individual. |
A ballot is invalid under any of the following circumstances: A. The ballot was not prepared by a person with the right to convene. B. A blank ballot is placed in the ballot box. C. The writing is unclear and indecipherable or has been altered. D. The candidate whose name is entered in the ballot does not conform tothe director candidate list. E. Other words or marks are entered in addition to the number of voting rights allotted. |
Amendment of this clause in accordance with the regulations of Article 173 of the Company Act, and the Financial Regulatory Commission’s order Jin Guan Zheng Jiao Zi No. 1080311451 issued on April25, 2019. |
| Article 17 | Paragraph 1and 2 is not amended. | Paragraph 1and 2 is not amended. The second amendment was made on June 28,2021 |
Added the article and the date of this amendment. |
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Attachment 6
World Known MFG (Cayman) Limited List of Candidates of Directors (Including Independent Directors).
| Title | Name | Education | Experience | shares |
|---|---|---|---|---|
| Director | Lu, Huang-Fu | 1.The College of Law, Tunghai University 2.School of Management Development, Feng Chia University |
Vice President of World Known Mfg. Co., Ltd. |
1,352,000 |
| Director | Lu, Chung-Wen | Ming-Der Vocational School |
1.Director of Board, Lucky Bank, Inc. 2.Officer of Taichung Credit Union |
894,000 |
| Director | Chang, Wu-Lung | Department of Mechanical Engineering, Provincial Taipei Vocational School of Industry |
1.Singer Taiwan Limited. 2.President of World Know Precision Industry (Fuzhou) Co., Ltd. |
666,000 |
| Director | AmTrust Investment Consulting Corp. |
NA | Director of World Known MFG (Cayman) Limited |
2,000,000 |
| Director | Sheng, Chien-Chih | MBA, Peter F. Drucker and Masatoshi Ito Graduate School of Management |
1.Director of Board, Hota Industrial MFG. Co., Ltd. 2.Manager of Tong-An Investment Co., Ltd. |
0 |
| Director | Lin, Yen-Huey | Department of Business Administration, Pacific Western University |
Vice President of Hota Industrial MFG. Co., Ltd. |
0 |
| Independent Director |
Wang, Wei | Phd, Master Program of Agricultural Economics and Marketing, National Chung Hsing Univeristy |
1.Dean of College of Business, Feng Chia University 2.Diector of Taiwan Economic Association 3.Committee member of Internationtal Trade Commission Ministry of ~~Ei Affi~~ |
0 |
| Independent Director |
Hon, Jau-Shin | Phd, Department of Management science, National Chiao Tung University |
~~conomc ars~~ 1.Chair / Associate Professor of Department of Industrial Engineering and Enterprise Information, Tunghai University 2.CEO of School of Exterrsion, Tunghai University |
0 |
| Independent Director |
Hsu, Fu-Hsiung | Master of Department of Financial & Economic Law, Chung Yuan Christian University |
1.Lin,Zih-Ying Law Firm 2. Chen,Yi-Cheng Law Firm 3. DingLui Law Firm |
0 |
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Attachment 7
World Known MFG (Cayman) Limited
List of removal of the restrictions on non-competition of candidates
| NO | Title | Name | A detailed statement of removal of the restrictions on non-competition of candidates |
|
|---|---|---|---|---|
| 1 | Director | Lu, Chung-Wen | Director of World Known MFG Co., Ltd. | |
| 2 | Director | Chang, Wu-Lung | Chairman of World Known MFG Co., Ltd. | |
| 3 | Director | Sheng, Chien-Tsi | Executive Director of Hota Industrial MFG Co., Ltd. Director of Kao Fong Machinery Co., Ltd. Director Of Jyu Da Smart Technology Co.,Ltd Independent director of Orange Electronic Co., Ltd. |
|
| 4 | Director | Lin, Yen-Hui | Vice President of Hota Industrial MFG. Co., Ltd. Chairman of wuxi Hota Precision Gear Co., Ltd Chairman of Howon Powertrain Co.,Ltd Chairman Of Jyu Da Smart Technology Co.,Ltd Supervisor of Howin Precision Co., Ltd. |
|
| 5 | Independent Director |
Hung, Yao-Hsun | Independent Director of Giantplus Technology Co.,Ltd |
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