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WPG — AGM Information 2020
Jul 3, 2020
52368_rns_2020-07-03_1088e0d7-4e94-4c24-815e-507a6312e32e.pdf
AGM Information
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WPG HOLDINGS LIMITED
______________
2020 ANNUAL SHAREHOLDERS’ MEETING
MEETING MINUTES
(Translation)
Date: June 24, 2020
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WPG HOLDINGS LIMITED 2020 Annual Shareholders’ Meeting Minutes
Time and Date: 9:00 a.m., June 24, 2020 (Wednesday)
Place: B1F, Conference Hall, No.76, Sec. 1, Chenggong Rd., Nangang Dist., Taipei City, Taiwan
Quorum: The Shareholders present in person or by proxy collectively held 1,473,782,975 Shares, including 988,991,119 Shares voted via electronic transmission, representing 87.77% of the total 1,679,056,833 issued and outstanding Shares.
Directors Present: Simon Huang, K.D. Tseng, T.L. Lin, Mike Chang, K.Y. Chen, Frank Yeh,
Fullerton Technology Co., Ltd. (Representative: Richard Wu), Rong-Ruey Duh (Independent Director), Jack J. T. Huang (Independent Director), Yung-Hong Yu (Independent Director). 10 members of the Board of Directors (including 3 Independent Directors) are present.
Chairman: Simon Huang, the Chairman of the Board of Directors
Recorder: Vicky Kuo
A. Chairman Remarks (omitted)
B. Report Items
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I. Reported the business of 2019 (see Attachment I)
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II. Audit Committee’s review report (see Attachment II)
III. Reported 2019 employees' and directors' compensation
C. Resolutions
- I. To accept 2019 Business Report and Financial Statements (including Parent Company only and Consolidated Financial Statements)
(Proposed by the Board of Directors)
Explanatory Notes:
- (1) WPG HOLDINGS LIMITED 2019 Financial Statements, including Balance Sheets,
Statements of Comprehensive Income, Statements of Changes in Equity, and
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Statements of Cash Flows, were audited by independent auditors, Lin, Chun-Yao and Chou, Chien-hung, of PricewaterhouseCoopers, Taiwan.
- (2) 2019 Business Report, Independent Auditors’ Report, and the above-mentioned Financial Statements are attached hereto as Attachments I, III and IV.
Voting Results:
Shares represented at the time of voting: 1,473, 328,267 Shares
% of the total represented Voting Results* shares present Votes in favor: 1,347,849,224 votes 91.48% (864,018,018 votes) Votes against: 10,668 votes 0.00% (10,668 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 125,468,375 votes 8.51% (124,962,433 votes)
- including votes casted electronically (number in brackets)
RESOLVED, that the 2019 Business Report and Financial Statements be and hereby were accepted as proposed.
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II. To approve 2019 profits distribution proposal
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(Proposed by the Board of Directors)
Explanatory Notes:
- (1) The Board has adopted 2019 profits distribution proposal in accordance with the Company Act and Articles of Incorporation. Please refer to the 2019 PROFIT DISTRIBUTION TABLE below.
WPG HOLDINGS LIMITED
2019 PROFIT DISTRIBUTION TABLE
( Unit: NTD$ )
Beginning retained earnings
7,558,793,433
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| ADD : 2019 Net Profit after Tax ADD : Adjustment for the Retained Earnings in 2019 (Note1) LESS : Legal Reserve (Note2) LESS : Amount appropriated as Special Reserve Accumulated Retained Earnings Available for Distribution Distributable Items: Dividends to Preferred Shares A (Note 3) Cash Dividends to Common Shareholders |
6,453,400,944 10,035,961 (646,343,691) (2,818,011,746) |
|---|---|
| 10,557,874,901 115,068,493 (NT$2.4 per share) 4,029,736,399 |
|
| Unappropriated Retained Earnings at the end of the period (Note 4) |
6,413,070,009 |
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Note 1: The increase in 2019 retained earnings by remeasuring defined benefit plans amounted to NT$10,035,961.
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Note 2: (NT$6,453,400,944 + NT$10,035,961) * 10% = NT$646,343,691.
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Note 3: The Company issued 200,000,000 shares of preferred shares A on September 18, 2019. As per the issuance price of NT$50 and the actual number of days issued in 2019 (a total of 105 days), the dividend for the preferred shares A based on the earnings in 2019 amounted to NT$115,068,493 (200,000,000 shares * 50 * 4% * 105 / 365).
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Note 4: This year’s earnings assignment sequence is based on the calculation in Article 66-9 of the Income Tax Act. Thus, the 2019 earnings will be assigned first.
Chairman President Accounting supervisor
- (2) From the Company’s accumulated retained earnings available for distribution in 2019, NT$115,068,493 is proposed to be distributed as dividend for preferred shares A, and NT$4,029,736,399 is proposed to be distributed as dividend for common shares (The aforesaid dividend for individual shareholders are rounded down to a New Taiwan Dollar, and the total amount of the fractional sums should be listed as other income in our business ledger). Upon the approval of the Shareholders' Meeting, it is proposed to distribute such amount as cash dividend, and to authorize the Chairman of the Board to determine record date, distribution date and other relevant matters. (Please refer to Letter No. 10002407180 issued by Ministry of Economic Affairs on April 7, 2011).
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- (3) In case of share capital change which causes an impact on the number of outstanding shares, and thus impacts dividend payout ratio, it is proposed that the Shareholders' Meeting authorizes the Chairman of the Board to handle related matters in comply with the Company Law or related laws and regulations. (Please refer to the circular letter No. 09800189600 issued by Ministry of Economic Affairs, R.O.C. on January 11, 2010)
Voting Results:
Shares represented at the time of voting: 1,473,328,267 Shares
% of the total represented shares Voting Results* present Votes in favor: 1,351,346,125 votes 91.72% (867,514,919 votes) Votes against: 1,085,341 votes 0.07% (1,085,341 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 120,896,801 votes 8.20% (120,390,859 votes)
- including votes casted electronically (number in brackets)
RESOLVED, that the above proposal be and hereby were approved as proposed.
D. Discussion Matters
- I. To revise the Articles of Incorporation.
(Proposed by the Board of Directors)
Explanatory Notes:
Amend the Articles of Incorporation to comply with regulations and for actual need. For article amendment details and comparison. (see Attachment V)
Voting Results:
Shares represented at the time of voting: 1,473,329,267 Shares
| Voting Results* | % of the total represented shares present |
|---|---|
| Votes in favor: 1,343,410,209 votes | 91.18% |
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(859,579,003 votes) Votes against: 244,208 votes 0.01% (244,208 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 129,674,850 votes 8.80% (129,167,908 votes)
- including votes casted electronically (number in brackets)
RESOLVED, that the above proposal be and hereby were approved as proposed.
E. Director Election
- I. Sixth Board of Directors Election
(Proposed by the Board of Directors)
Explanatory Notes:
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(1) The term of the current Fifth Board of Directors of the Company is originally scheduled to expire on June 18, 2020. In accordance with the provisions of Article 195, Paragraph 2 of the Company Act, in case no election of new directors is effected after expiration of the existing directors office term, the executive duties of the current Directors are extended to the date when Directors newly elected take office. The Sixth Board of Directors (totaling 11 Directors, including 4 Independent Directors) are to be elected at the 2020 annual Shareholders' Meeting.
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(2) The newly-elected Sixth Board of Directors will take office upon the election of the 2020 annual Shareholders' Meeting, with a term of 3 years ranging from June 24, 2020 to June 23, 2023; the Fifth Board of Directors will be relieved of office upon the completion of the election in the 2020 annual Shareholders' Meeting.
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(3) In accordance with the Articles of Incorporation of the Company, the candidate nomination system is adopted for the election. Directors shall be selected from the list of Director Candidates. Please refer to Attachment VI.
Chairman’s Explanatory Notes: The independent director candidate, Mr. Chun Lin, declined his nomination as member of the Sixth Board of Directors and expressed his intention not to participate in the election the day before yesterday due to his busy
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schedule. Thus, a total number of 10 directors (including 3 independent directors) will be elected in the Sixth Board of Directors election. As consulted with counsel, the number of votes received by Mr. Chun Lin through electronic or physical voting will be deemed abstained. The Company will by-elect an independent director in the next Shareholders’ Meeting.
Election Result:
List of the Sixth Board of Directors and votes received:
| Classification | Nominee | Votes Received | |
|---|---|---|---|
| Shareholder No. or ID No. |
Name | ||
| Director | 1 | Simon Huang | 1,082,523,347 |
| Director | 134074 | K.D. Tseng | 1,025,132,367 |
| Director | 14 | Frank Yeh | 1,024,361,101 |
| Director | 5 | Mike Chang | 1,020,478,628 |
| Director | 2 | T.L. Lin | 1,019,198,976 |
| Director | 3 | K.Y. Chen | 1,018,120,283 |
| Director | 4 | Fullerton Technology Co., Ltd. (Representative: Richard Wu) |
1,017,835,212 |
| Independent Director | 7 | Jack, J. T. Huang | 1,013,948,829 |
| Independent Director | A100XXXXXX | Yung-Ching Chen | 1,012,715,776 |
| Independent Director | 1970XXXXXX | Wei-Ju Chen | 1,011,053,905 |
F. Other Proposals
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I. To release Directors of the Company from Non-Compete Restriction
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(Proposed by the Board of Directors)
Explanatory Notes:
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(1) According to Article 209 of the Company Act, "A Director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”
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(2) The details of the newly elected Directors and their representatives to be released from Non-Compete Restriction is attached herewith.
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| Discussion No. |
Director Classification |
Director Nominee | Company where position is held concurrently |
Title | Remarks |
|---|---|---|---|---|---|
| 1 | Non-Independent | T.L. Lin | Trigold Holdings Limited |
Director (Corporate Representative) |
Elected on June 18, 2020 |
| 2 | Non-Independent | K.Y. Chen | Chiayang Biotech Inc. |
Director | Assuming office |
| LeadSun New Star Corp. |
Director | Assuming office |
|||
| 3 | Non-Independent | Simon Huang | Trigold Holdings Limited |
Director (Corporate Representative) |
Elected on June 18, 2020 |
| Phoenix Innovation and Entrepreneurship Investment Inc. |
Director | Assuming office |
|||
| 4 | Non-Independent | K.D. Tseng | Trigold Holdings Limited |
Director (Corporate Representative) |
Elected on June 18, 2020 |
| Qleap Accelerators Limited |
Director (Corporate Representative) |
Assuming office |
|||
| Ability I Venture Capital Corporation |
Director (Corporate Representative) |
Assuming office |
|||
| 5 | Non-Independent | Fullerton Technology Co., Ltd. (Representative: Richard Wu) |
British Cayman Islands CloudMile |
Director (Corporate Representative) |
Assuming office |
Voting Results:
To release Director T.L. Lin from Non-Compete Restriction: Shares represented at the time of voting: 1,454,133,697 Shares
% of the total represented shares Voting Results* present Votes in favor: 1,235,574,670 votes 84.96% (770,939,034 votes) Votes against: 3,096,127 votes 0.21% (3,096,127 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 215,462,900 votes 14.81% (214,955,958 votes)
- including votes casted electronically (number in brackets)
To release Director K.Y. Chen from Non-Compete Restriction:
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Shares represented at the time of voting: 1,468,714,609 Shares
% of the total represented Voting Results* shares present Votes in favor: 1,252,080,618 votes 85.25% (772,864,070 votes) Votes against: 1,167,448 votes 0.07% (1,167,448 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 215,466,543 votes 14.67% (214,959,601 votes)
- including votes casted electronically (number in brackets)
To release Director Simon Huang from Non-Compete Restriction:
Shares represented at the time of voting: 1,431,917,760 Shares
Voting Results* Votes in favor: 1,213,420,328 votes (771,000,629 votes) Votes against: 3,096,127 votes (3,096,127 votes) Votes invalid: 0 votes (0 votes) Votes abstained: 215,401,305 votes (214,894,363 votes)
% of the total represented shares present 84.74% 0.21% 0.00% 15.04%
- including votes casted electronically (number in brackets)
To release Director K.D. Tseng from Non-Compete Restriction:
Shares represented at the time of voting: 1,463,674,787 Shares
| Voting Results* | % of the total represented sharespresent |
|---|---|
| Votes in favor: 1,247,040,796 votes (772,864,070 votes) |
85.19% |
| Votes against: 1,167,332 votes (1,167,332 votes) |
0.07% |
| Votes invalid: 0 votes | 0.00% |
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(0 votes) Votes abstained: 215,466,659 votes 14.72% (214,959,717 votes)
- including votes casted electronically (number in brackets)
To release Director Fullerton Technology Co., Ltd. Representative, Richard Wu, from
Non-Compete Restriction:
Shares represented at the time of voting: 1,438,873,027 Shares
% of the total represented Voting Results* shares present Votes in favor: 1,221,124,813 votes 84.86% (771,749,847 votes) Votes against: 2,280,422 votes 0.15% (2,280,422 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 215,467,792 votes 14.97% (214,960,850 votes)
- including votes casted electronically (number in brackets)
RESOLVED , that the above proposal be and hereby were accepted as proposed.
G. Special Motions: None.
H. Meeting Adjourned: June 24, 2020 at 9:50 a.m.
(This 2020 AGM Minutes set forth the main points of the meeting. Actual meeting procedure and contents shall subject to the video recording of the Meeting.)
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Business Report
Thanks to accurate product portfolio, growing productivity, and continuous operation expansion, WPG was named second largest semiconductor components distributor in revenue globally, and the largest in Asia Pacific in 2019. We are expanding our operation globally. Currently, our main sales locations are Taiwan, China, Hong Kong, and South Asia, but we are gradually expanding our sales locations to Northeast Asia, ASEAN countries, India, and North America. Looking into 2020 global semiconductor revenue growth, 5G mobile communication, servers, memory, IoT, automobiles, and industrial electronics remain to be the market mainstay. After years of active deployment, WPG sufficiently grasps market growth opportunities by continue growing in market applications, offering supply chain management service with added value, providing components and turnkey solution with competitive advantage, and helping our customers develop and invest in future markets. We aim to create win-winwin situations with our vendors and customers.
1. 2019 Review
WPG’s consolidated revenue in 2019 reached NT$527.6 billion (US$17.07 billion), operating income and net income reached NT$9.71 billion and NT$6.45 billion, respectively. Basic earnings per share were NT$3.84. Key performance indicator return on working capital (ROWC) was 8.31%. Parent company’s shareholder’s return on equity (ROE) was 10.95%.
In 2019, WPG developed diverse product structure. Core 3C products showed stable growth while non-3C fields such as IoT, automobiles, and industrial electronics grew rapidly, accounted for 25% of the total revenue. We have approximately 5,400 employees in total, of which field applications engineers (FAE) account for 16% and offered 240 “online solutions.” WPG has approximately 104 operating locations worldwide, including 76 in Asia Pacific and 28 in North America. Our global supply chain supported approximately 469 VMI logistic projects cross-regions, and our Hong Kong smart warehouse construction was completed to realize one-stop service. We believe the added-value service we provided is highly recognized in semiconductor supply chain.
WPG has been ranked top 20% of listed companies in corporate governance evaluation, as well as nominated for the Taiwan Corporate Governance 100 Index for 5 consecutive years. We participated in the TCSA Taiwan Corporate Sustainability Award CSR Competition in 2019 and won the Merit Award in the service and telecommunication group of Taiwan sustainable enterprise and the silver medal in service group of corporate sustainability report.
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2020 Outlook
Having digital transformation as the foundation, WPG actively cooperates with vendors and customers regarding supply chain transfer plan through both online platforms and offline teams, and searches for new product lines based on customer needs in various regions. We face the challenge of important vendor terminating cooperation positively as well. Apart from continue improving sales of new product lines, we fully prepare ourselves for different possible outcomes no matter from product line, customer, or manpower allocation standpoint. When facing dynamic changes in the market, we always aim to seek for maximum company interest.
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Key financial indicators: Increase net income and effectively control operating costs. Use ROWC as the key financial indicator to continuously optimize product mix. Improve account receivable and collateral management to ensure asset quality and liquidity. Utilize financial leverage discreetly to lower debt ratio. Enhance asset structure and profitability to improve shareholders’ return on equity and dividend distribution.
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Active deployment and expansion: Gather, analyze, and coordinate information actively in regards to target market, as well as utilize various resources such as product line and sales among WPG subsidiaries to strengthen our position in the market. Optimize overall business process through systematization and risk control. Increase global market penetration through improved customer service quality and market influence. Optimize management capability for better productivity regarding target customers. Strictly manage business development strategy schedule and resource allocation to serve customers globally.
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Product portfolio management and enhancement: Propose corresponding resource allocation plan and communication strategy considering the advantages/disadvantages of various product lines to improve operating efficiency and operating profit model. Strengthen WPG brand image in service and promote WPGDADAWANT service platform. Conduct internal and external promotions online and offline (O2O) to strengthen brand identification and value-added synergy, as well as utilize forum management techniques and knowledge sharing communities to develop loyal fan base and usage habits, hence increasing interaction with our customers, and creating long-term value.
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Risk management: WPG risk management department is determined to promote and maintain high standards of corporate governance and sustainable development concepts. The department conducts enterprise risk management (ERM) in comply with the operating objectives and risks. Risks are identified through risk item identification as well as both quantitative and qualitative evaluations. Key risk indicators (KRIs) are introduced to prevent risks in early stage. In addition, risk management training and related practices are conducted regularly every year for all employees to strengthen awareness and understanding of such topic.
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Integration process and information platform: In response to digital transformation, WPGDADAWANT, Business Process as a Service (BPaaS), and Data Intelligence as a Service (DIaaS) are emphasized. Operation process optimization and smart warehouse and platform
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construction for cross-region logistics management are continue implemented in accordance with WPG development strategy. We aim to improve quality and efficiency to meet the needs of company operation and to face the rapidly changing environment.
- Corporate governance and CSR: Continue to increase information transparency and improve in the corporate governance evaluation held by the authorities. We aim to be ranked top 5% of listed companies in the evaluation. Continue the implementation of board meetings, audit committees, remuneration committees, and new business strategy committees, and execute work plans as scheduled. The key emphasis of 2020 WPG Corporate Social Responsibility and Sustainability Report (CSR) includes stakeholder interaction, honest governance and sustainability, talent development and friendly workplace, innovative supply chain and partnerships, green management, and local care.
In the future, WPG shall maintain global leading position, continue expansion, and develop healthy product revenue structure through digital transformation projects, including customer needs integration and analysis, upstream and downstream integration, and supply chain management. We aim to create innovative business model and provide higher added-value services to customers.
We, the management team, as well as all WPG employees thank you for the support and encouragement, and look forward to the continuous guidance and advice in the coming year. With our vision “To Become the First Choice of Industry. To Become the Benchmark of Distribution.” in mind, we will remain consistent in our business philosophy and services, and promote the core value of “Teamwork, Integrity, Professionalism and Effectiveness” comprehensively. We will strive to create win-win solutions with our vendors, customers, and shareholders, and wish to share exceptional business results with you.
We sincerely welcome all our peers and shareholders to share their concerns and advice with us.
Chairman: Simon Huang
Chief Executive Officer: Frank Yeh Chief Financial Officer: Cliff Yuan
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Audit Committee’s Review Report
The Board of Directors has prepared the 2019 Business Report, Financial Statements,
and proposal for allocation of profits. The aforementioned 2019 Business Report, Financial Statements, and proposal for allocation of profits have been reviewed and determined to be correct and accurate by the Audit Committee members of WPG HOLDINGS LIMITED. According to Article 14-4, 14-5 of the Securities and Exchange
Act and Article 219 of the Company Act, we hereby submit this report.
AUDIT COMMITTEE OF WPG HOLDINGS LIMITED
Independent Director Rong-Ruey Duh
Independent Director Jack J. T. Huang
Independent Director Yung-Hong Yu
April 28, 2020
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AUDIT REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE
To the Board of Directors and Stockholders of WPG Holdings Limited
Opinion
We have audited the accompanying parent company only balance sheets of WPG Holdings Limited (the “Company”) as at December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the 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 for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
The key audit matters in relation to the parent company only financial statements for the year ended December 31, 2019 are outlined as follows:
Impairment assessment of investments accounted for under equity method
Description
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Refer to Note 4(10) for accounting policy on investments accounted for under equity method, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to impairment assessment of investments accounted for under equity method, and Note 6(3) for details of investments accounted for under equity method.
In 2010, the Company acquired 100% shareholding of Yosun Industrial Corp. (referred herein as “Yosun Industrial”) amounting to $12,939,060 thousand, and was recognized as investments accounted for under equity method. The Company uses the estimated future cash flows of each cash-generating unit and proper discount rate to assess whether the investment may be impaired. Given that the assumptions used in the calculation of recoverable amount requires significant management judgement with respect to the discount rate and the underlying cash flows, we consider impairment assessment of the investment a key audit matter.
How our audit addressed the matter
Our audit procedures in relation to the above key audit matter included:
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Assessing the process in which management evaluates the estimated future cash flows of each cash generating unit, and reconciling the input data used in the valuation model to the approved operational plan by management.
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Evaluating the reasonableness of the estimated growth rate, gross rate, discount rate and other significant assumptions used in the valuation model, by:
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(1) Comparing estimated growth rate and gross rate with historical data and our knowledge of the business and industry;
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(2) Comparing discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and
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(3) Checking the setting of valuation model’s calculation formula.
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Comparing the recoverable value and book value of each cash-generating unit.
Valuation of investments accounted for under equity method
Description
Refer to Note 4(10) for accounting policy on investments accounted for under equity method, and Note 6(3) for details of investments accounted for under equity method.
As at December 31, 2019, the balance of the Company’s investments in its subsidiaries, World Peace Industrial Co., Ltd. (referred herein as “World Peace Industrial”), Yosun Industrial, Silicon Application Corp. (referred herein as “Silicon Application”) and Asian Information Technology Inc. (referred herein as “Asian Information Technology”) amounted to $26,017,736 thousand, $12,581,042 thousand, $7,074,395 thousand and $6,178,954 thousand, respectively, and the investment income amounted to $3,335,885 thousand, $1,030,929 thousand, $920,534 thousand and $1,012,977 thousand, respectively
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for the year then ended. As the balance of investments accounted for under equity method constituted 71% of the Company’s total assets, and investment income constituted 95% of the Company’s profit before tax, we consider the assessment of investments accounted for under equity method, valuation of allowance for uncollectible accounts receivable, and recognition of purchase discounts and allowances of these subsidiaries as key audit matters as summarised below:
Valuation of allowance for uncollectible accounts receivable - World Peace Industrial, Yosun Industrial, Silicon Application and Asian Information Technology (collectively referred herein as the “Subsidiaries”)
Description
Refer to Note 4(10) of consolidated financial statements for accounting policy on accounts receivable, Note 5(2) of consolidated financial statements for uncertainty of accounting estimates and assumptions in relation to provision for uncollectible accounts receivable, and Note 6(5) of consolidated financial statements for details of accounts receivable and overdue receivables.
The Subsidiaries assess the collectibility of accounts receivable based on historical experience with its customers. As the estimation of allowance for uncollectible accounts is subject to management’s judgment in estimating future recovery, such as management’s assessment of customer’s credit risk, we consider the valuation of allowance for uncollectible accounts receivable a key audit matter.
How our audit addressed the matter
Our audit procedures in relation to the above key audit matter included:
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Obtaining an understanding of, and evaluating the formal approval process for the customer’s credit limit application.
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Checking the provision policy on allowance for uncollectible accounts, and assessing the reasonableness of provision policy.
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Checking the adequacy of the loss rate calculation by sampling the historical accounts receivable aging data and verifying the formula for the calculation of expected credit loss rate.
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Comparing the classification of accounts receivable aging with current year and prior year, and checking subsequent collections after balance sheet date to confirm recovery of outstanding receivables.
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For those accounts receivable specifically identified by management to have been impaired, evaluating propriety of impairment assessment against related supporting documents.
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Recognition of purchase discounts and allowances - subsidiaries
Description
Refer to Note 4(13) of the consolidated financial statements for accounting policy on recognition of purchase discounts and allowances.
The Subsidiaries are engaged in operating sales channel for various electronic components. In line with industry practice, the Subsidiaries have entered into purchase discounts and allowances agreements with
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suppliers for various kinds and quantities of inventories. The Subsidiaries calculate and recognize the amount of purchase discounts and allowances in accordance with the agreement. The Subsidiaries negotiate the amount with the supplier, and after receiving credit note from supplier, the Subsidiaries pay the net amount.
The discounts and allowances from supplier are calculated either automatically by the system or manually. The Subsidiaries have to gather a lot of information to input in the system, such as the items subject to discount and corresponding discount rate, etc. Given that the Subsidiaries have a large volume of purchases, and have entered into various purchase discounts and allowances agreements with terms and conditions that vary with each agreement, we consider the recognition of purchase discounts and allowances a key audit matter.
How our audit addressed the matter
Our audit procedures in relation to the above key audit matter included:
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Understanding the process in recognizing purchase discounts and allowances, evaluating related internal control procedures and testing its effectiveness, checking the basic information set up in the computer system with respect to discount and allowance calculation randomly, and selecting samples to determine whether purchase discounts and allowances recognized were reviewed by an authorised supervisor.
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Selecting samples of purchase discounts and allowances, obtaining confirmed documents and approved credit note from supplier for selected commodity’s part number, and checking whether the part number and discount and allowance amount in obtained vouchers were consistent with the amounts recognized.
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Performing confirmation of selected material accounts payable, checking whether there is a difference between the amount of purchase discounts and allowances recognized based on credit note from supplier with the amount confirmed by the supplier, and investigating differences, if any. Selecting samples of outstanding accounts payable and checking whether subsequent payments were made after the balance sheet date.
Responsibilities of management and those charged with governance for financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease
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operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
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 auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the financial statements to express an opinion on the financial statements.
-
19 -
We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lin, Chun-Yao Chou, Chien-hung
for and on behalf of PricewaterhouseCoopers, Taiwan March 24, 2020
- 20 -
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers, Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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WPG HOLDINGS LIMITED
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Assets | Notes 6(1) 7(3) 7(3) 6(2) 6(3) and 8 6(4) 6(5) and 7(3) 6(6) and 8 6(7) 6(23) 6(8) |
December 31, 2019 Amount % $ 1,983,588 3 105,022 - 56 - 803,118 1 23,269 - 537 - 2,915,590 4 594,615 1 58,854,405 81 1,427,534 2 15,819 - 709,805 1 15,419 - 15,437 - 8,111,638 11 10,045 - 69,754,717 96 $ 72,670,307 100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|---|
| Amount $ 1,983,588 105,022 56 803,118 23,269 537 2,915,590 594,615 58,854,405 1,427,534 15,819 709,805 15,419 15,437 8,111,638 10,045 69,754,717 $ 72,670,307 |
Amount $ 52,637 81,425 56 350,349 17,416 296 502,179 547,357 55,235,857 1,181,993 - 715,151 7,691 12,134 - 5,245 57,705,428 $ 58,207,607 |
% | ||
| Current assets 1100 Cash and cash equivalents 1180 Accounts receivable - related parties, net 1200 Other receivables 1210 Other receivables - related parties 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non- current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1960 Prepayment for investments 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
- - - 1 - - |
|||
| 1 | ||||
| 1 95 2 - 1 - - - - |
||||
| 99 | ||||
| 100 |
(Continued)
- 22 -
WPG HOLDINGS LIMITED
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Liabilities andEquity | December 31, 2019 December 31, 2018 Notes Amount % Amount % 6(9) $ 7,200,000 10 $ 1,995,000 3 6(10) 998,987 1 619,593 1 1,603 - 1,018 - 288,929 1 281,344 1 7(3) 133,802 - 14,685 - 430,090 1 413,503 1 7,013 - - - 6(11) 4,664 - 55,145 - 9,065,088 13 3,380,288 6 6(11) and 8 - - 358,577 1 6(23) 78,413 - 73,873 - 8,890 - - - 6(12) 45,759 - 36,100 - 133,062 - 468,550 1 9,198,150 13 3,848,838 7 6(13) 16,790,568 23 16,790,568 29 6(13) 2,000,000 3 - - 6(14) 27,456,298 38 19,454,882 33 6(15) 6,021,073 8 5,274,872 9 2,602,682 4 4,124,936 7 14,022,230 19 11,316,193 19 6(16) ( 5,420,694)( 8)( 2,602,682)( 4) 63,472,157 87 54,358,769 93 9 11 $ 72,670,307 100 $ 58,207,607 100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2150 Notes payable 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Current lease liabilities 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Capital 3110 Common stock 3120 Preference stock Capital reserve 3200 Capital reserve Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
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WPG HOLDINGS LIMITED
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)
| 4000 5000 5900 7010 7020 7050 7000 7900 7950 8200 8311 8330 8349 8310 8361 8380 8399 8360 8300 8500 9750 9850 |
20192018Items Notes Amount % Amount % Operating revenues 6(17) and 7(3) $ 7,384,531100$ 8,212,827100Operating costs 6(21)(22)and 7(3) (732,414)( 10)(697,955)( 8)Gross profit 6,652,117907,514,87292Non-operating income and expenses Other income 6(18) 26,127-27,248-Other gains or losses 6(19) 2,884-(7,282) -Financial costs 6(20) (26,166)-(23,702)-Total non-operating income and expenses 2,845-(3,736)-Income before income tax 6,654,962907,511,13692Income tax expense 6(23) (201,561)( 3)(49,126)( 1)Profit for the year $ 6,453,40187$ 7,462,01091Other comprehensive income / (loss), net Components of other comprehensive income (loss) that will not be reclassified to profit or loss Loss on remeasurement of defined benefit plan 6(12) ($1,702)-($5,479) -Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for under equity method 11,399-(107,723) ( 1)Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(23) 339-1,841-Other comprehensive income (loss) that will not be reclassified to profit or loss 10,036-(111,361)( 1)Components of other comprehensive income (loss) that will be reclassified to profit or loss Exchange differences on translation of foreign financial statements ( 200,675) ( 3) ( 26,739)-Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures accounted for under equity method ( 2,620,770) ( 35)1,683,77220Income tax related to components of other comprehensive income that will be reclassified to profit or loss 6(23) 3,433-564-Other comprehensive income (loss) that will be reclassified to profit or loss ( 2,818,012)( 38)1,657,59720Other comprehensive income (loss), net ($ 2,807,976)( 38)$ 1,546,23619Total comprehensive income $ 3,645,42549$ 9,008,246110Earnings per share (in dollars) Basic earnings per share 6(24) $3.84$4.22Diluted earnings per share 6(24) $3.84$4.22 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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WPG HOLDINGS LIMITED
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2019 AND 2018
| 2018 Balance at January 1, 2018 Effect of retrospective application of new standards Balance after restatement on January 1, 2018 Net income Other comprehensive income (loss) Total comprehensive income Appropriation and distribution of 2017 retained earnings Legal reserve Special reserve Cash dividends Capital reduction payments to shareholders Disposal of investments accounted for under equity method Reorganisation Difference between consideration and carrying amount of subsidiaries acquired or disposed Balance at December 31, 2018 2019 Balance at January 1, 2019 Net income Other comprehensive income (loss) Total comprehensive income (loss) Appropriation and distribution of 2018 retained earnings Legal reserve Reversal of special reserve Cash dividends Issuance of preference stock Changes in equity of associates and joint ventures accounted for under equity method Balance at December 31, 2019 |
Notes | Share | (EXPRESSED IN THOUSANDS OF NEW capital Preference stock Capital reserve Legal reserve $ - $ 19,569,525 $ 4,544,073 - - - - 19,569,525 4,544,073 - - - - - - - - - - - 730,799 - - - - - - - - - - ( 112,053 ) - - ( 2,590 ) - - - - $ - $ 19,454,882 $ 5,274,872 $ - $ 19,454,882 $ 5,274,872 - - - - - - - - - - - 746,201 - - - - - - 2,000,000 7,994,638 - - 6,778 - $ 2,000,000 $ 27,456,298 $ 6,021,073 |
(EXPRESSED IN THOUSANDS OF NEW capital Preference stock Capital reserve Legal reserve $ - $ 19,569,525 $ 4,544,073 - - - - 19,569,525 4,544,073 - - - - - - - - - - - 730,799 - - - - - - - - - - ( 112,053 ) - - ( 2,590 ) - - - - $ - $ 19,454,882 $ 5,274,872 $ - $ 19,454,882 $ 5,274,872 - - - - - - - - - - - 746,201 - - - - - - 2,000,000 7,994,638 - - 6,778 - $ 2,000,000 $ 27,456,298 $ 6,021,073 |
(EXPRESSED IN THOUSANDS OF NEW capital Preference stock Capital reserve Legal reserve $ - $ 19,569,525 $ 4,544,073 - - - - 19,569,525 4,544,073 - - - - - - - - - - - 730,799 - - - - - - - - - - ( 112,053 ) - - ( 2,590 ) - - - - $ - $ 19,454,882 $ 5,274,872 $ - $ 19,454,882 $ 5,274,872 - - - - - - - - - - - 746,201 - - - - - - 2,000,000 7,994,638 - - 6,778 - $ 2,000,000 $ 27,456,298 $ 6,021,073 |
(EXPRESSED IN THOUSANDS OF NEW capital Preference stock Capital reserve Legal reserve $ - $ 19,569,525 $ 4,544,073 - - - - 19,569,525 4,544,073 - - - - - - - - - - - 730,799 - - - - - - - - - - ( 112,053 ) - - ( 2,590 ) - - - - $ - $ 19,454,882 $ 5,274,872 $ - $ 19,454,882 $ 5,274,872 - - - - - - - - - - - 746,201 - - - - - - 2,000,000 7,994,638 - - 6,778 - $ 2,000,000 $ 27,456,298 $ 6,021,073 |
(EXPRESSED IN THOUSANDS OF NEW capital Preference stock Capital reserve Legal reserve $ - $ 19,569,525 $ 4,544,073 - - - - 19,569,525 4,544,073 - - - - - - - - - - - 730,799 - - - - - - - - - - ( 112,053 ) - - ( 2,590 ) - - - - $ - $ 19,454,882 $ 5,274,872 $ - $ 19,454,882 $ 5,274,872 - - - - - - - - - - - 746,201 - - - - - - 2,000,000 7,994,638 - - 6,778 - $ 2,000,000 $ 27,456,298 $ 6,021,073 |
(EXPRESSED IN THOUSANDS OF NEW capital Preference stock Capital reserve Legal reserve $ - $ 19,569,525 $ 4,544,073 - - - - 19,569,525 4,544,073 - - - - - - - - - - - 730,799 - - - - - - - - - - ( 112,053 ) - - ( 2,590 ) - - - - $ - $ 19,454,882 $ 5,274,872 $ - $ 19,454,882 $ 5,274,872 - - - - - - - - - - - 746,201 - - - - - - 2,000,000 7,994,638 - - 6,778 - $ 2,000,000 $ 27,456,298 $ 6,021,073 |
(EXPRESSED IN THOUSANDS OF NEW capital Preference stock Capital reserve Legal reserve $ - $ 19,569,525 $ 4,544,073 - - - - 19,569,525 4,544,073 - - - - - - - - - - - 730,799 - - - - - - - - - - ( 112,053 ) - - ( 2,590 ) - - - - $ - $ 19,454,882 $ 5,274,872 $ - $ 19,454,882 $ 5,274,872 - - - - - - - - - - - 746,201 - - - - - - 2,000,000 7,994,638 - - 6,778 - $ 2,000,000 $ 27,456,298 $ 6,021,073 |
TAIWAN DOLLARS) Retained earnings |
TAIWAN DOLLARS) Retained earnings |
TAIWAN DOLLARS) Retained earnings |
O | therequityinterest | Totalequity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commonstock | Preference stock | Legal reserve | Special reserve | Unappropriated earnings |
Exchange differences of foreign financial statements |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Unrealized gain or loss or available- for-sale financial assets |
|||||||||||||
| 6(15) 6(13) 6(14) 6(14) 6(25) 6(15) 6(13) 6(14) |
$ 18,250,618 - 18,250,618 - - - - - - ( 1,460,050 ) - - - $ 16,790,568 $ 16,790,568 - - - - - - - - $ 16,790,568 |
$ - - - - - - - - - - - - - $ - $ - - - - - - - 2,000,000 - $ 2,000,000 |
$ 19,569,525 - 19,569,525 - - - - - - - ( 112,053 ) ( 2,590 ) - $ 19,454,882 $ 19,454,882 - - - - - - 7,994,638 6,778 $ 27,456,298 |
$ 4,544,073 - 4,544,073 - - - 730,799 - - - - - - $ 5,274,872 $ 5,274,872 - - - 746,201 - - - - $ 6,021,073 |
$ - - - - - - - 4,124,936 - - - - - $ 4,124,936 $ 4,124,936 - - - - ( 1,522,254 ) - - - $ 2,602,682 |
$ 13,279,694 ( 49,737 ) 13,229,957 7,462,010 ( 111,361 ) 7,350,649 ( 730,799 ) ( 4,124,936 ) ( 4,380,148 ) - - - ( 28,530 ) $ 11,316,193 $ 11,316,193 6,453,401 10,036 6,463,437 ( 746,201 ) 1,522,254 ( 4,533,453 ) - - $ 14,022,230 |
($ 4,254,279 ) - ( 4,254,279 ) - 1,657,597 1,657,597 - - - - - - - ($ 2,596,682 ) ($ 2,596,682 ) - ( 2,818,012 ) ( 2,818,012 ) - - - - - ($ 5,414,694 ) |
$ - ( 6,000 ) ( 6,000 ) - - - - - - - - - - ($ 6,000 ) ($ 6,000 ) - - - - - - - - ($ 6,000 ) |
$ 129,342 ( 129,342 ) - - - - - - - - - - - $ - $ - - - - - - - - - $ - |
$ 51,518,973 ( 185,079 ) 51,333,894 7,462,010 1,546,236 9,008,246 - - ( 4,380,148 ) ( 1,460,050 ) ( 112,053 ) ( 2,590 ) ( 28,530 ) $ 54,358,769 $ 54,358,769 6,453,401 ( 2,807,976 ) 3,645,425 - - ( 4,533,453 ) 9,994,638 6,778 $ 63,472,157 |
The accompanying notes are an integral part of these parent company only financial statements.
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WPG HOLDINGS LIMITED
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Cash flows from operating activities Income before income tax Adjustments Income and expenses Depreciation Amortization Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for under the equity method Gains on financial assets at fair value through profit or loss Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Accounts receivable - related parties, net Other receivables Other receivables - related parties Prepayments Other current assets Changes in operating liabilities Notes payable Other payables Other payables - related parties Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest paid Income tax paid Interest received Dividends received Net cash provided by operating activities |
Notes 2019 2018 $ 6,654,962 $ 7,511,136 6(21) 25,133 18,611 6(21) 8,174 8,827 6(20) 23,279 30,650 6(18) ( 1,263 ) ( 127 ) 6(18) ( 4,128 ) ( 3,900 ) 6(17) ( 6,580,682 ) ( 7,486,801 ) 6(19) ( 12,602 ) ( 2,935 ) ( 23,597 ) ( 48,467 ) 8,584 ( 8 ) 640,097 451,045 ( 5,853 ) ( 3,888 ) ( 241 ) 193 585 - 7,990 20,947 ( 5,883 ) 480 141 666 7,957 ( 152 ) 742,653 496,277 ( 22,133 ) ( 20,123 ) ( 681,415 ) ( 469,496 ) 1,263 127 4,662,994 4,691,336 4,703,362 4,698,121 |
|---|---|
(Continued)
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WPG HOLDINGS LIMITED
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Cash flows from investing activities Increase in prepayments for investments Acquisition of property, plant and equipment Acquisition of intangible assets Increase in guarantee deposits paid Proceeds from capital reduction of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through profit or loss - non-current Capital increase in investees Proceeds from capital reduction of investments accounted for under equity method Net cash (used in) provided by investing activities Cash flows from financing activities Principal repayment of lease liability Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payables Decrease in short-term notes and bills payables Decrease in long-term borrowings (including current portion of long-term borrowings) Increase (decrease) in other payables - related parties Distribution of cash dividends Issuance of preference stock Capital reduction payments to shareholders Net cash provided by (used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Notes 2019 2018 6(8) ( $ 8,111,638 ) $ - 6(26) ( 259,836 ) ( 257,524 ) 6(26) ( 15,902 ) ( 245 ) ( 4,800 ) ( 5,235 ) 22,666 - ( 57,322 ) ( 55,254 ) 7(3) ( 5,100,000 ) - 7(3) - 1,500,000 ( 13,526,832 ) 1,181,742 ( 6,959 ) - 6(27) 35,270,000 16,165,000 6(27) ( 30,065,000 ) ( 15,915,000 ) 6(27) 4,391,097 4,457,772 6(27) ( 4,011,703 ) ( 4,567,783 ) 6(27) ( 409,199 ) ( 47,242 ) 125,000 ( 110,000 ) 6(15) ( 4,533,453 ) ( 4,380,148 ) 6(13) 9,994,638 - 6(13) - ( 1,460,050 ) 10,754,421 ( 5,857,451 ) 1,930,951 22,412 52,637 30,225 $ 1,983,588 $ 52,637 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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AUDIT REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE
To the Board of Directors and Stockholders of WPG Holdings Limited
Opinion
We have audited the accompanying consolidated balance sheets of WPG Holdings Limited and its subsidiaries (the “Group”) as at December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the 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 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 of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
The key audit matters in relation to the consolidated financial statements for the year ended December 31, 2019 are outlined as follows:
Impairment assessment of goodwill
Description
Refer to Note 4(20) for accounting policy on goodwill impairment, Note 5(2) for uncertainty of
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accounting estimates and assumptions in relation to goodwill impairment, and Note 6(13) for details of intangible assets.
The Group acquired shares of stock of target companies by cash or through exchange of shares of stock. The purchase price is allocated to the net identifiable assets acquired at fair value in accordance with the accounting policies on business combinations. The Group uses the estimated future cash flows of each cash-generating unit and proper discount rate to determine recoverable amount of goodwill, and assesses whether goodwill may be impaired. Given that the assumptions used in the calculation of recoverable amount requires significant management judgement with respect to the discount rate and the underlying cash flows, we consider impairment assessment of goodwill a key audit matter.
How our audit addressed the matter
Our audit procedures in relation to the above key audit matter included:
-
Assessing the process in which management evaluates the estimated future cash flows of each cash generating unit, and reconciling the input data used in the valuation model to the approved operational plan by management.
-
Evaluating the reasonableness of the estimated growth rate, gross rate, discount rate and other significant assumptions used in the valuation model, by:
-
(1) Comparing estimated growth rate and gross rate with historical data and our knowledge of the business and industry;
-
(2) Comparing discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and
-
(3) Checking the setting of valuation model’s calculation formula.
-
Comparing the recoverable value and book value of each cash-generating unit.
-
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Valuation of allowance for uncollectible accounts receivable
Description
Refer to Note 4(10) for accounting policy on accounts receivable, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to provision for uncollectible accounts receivable, and Notes 6(5)(15) for details of accounts receivable and overdue receivables.
The Group assesses the collectability of accounts receivable based on historical experience with its customers. As the estimation of allowance for uncollectible accounts is subject to management’s judgment in estimating future recovery, such as management’s assessment of customer’s credit risk, we consider the valuation of allowance for uncollectible accounts receivable a key audit matter.
How our audit addressed the matter
Our audit procedures in relation to the above key audit matter included:
-
Obtaining an understanding of, and evaluating the formal approval process for the customer’s credit limit application.
-
Checking the provision policy on allowance for uncollectible accounts, and assessing the reasonableness of provision policy.
-
Checking the adequacy of the loss rate calculation by sampling the historical accounts receivable aging data and verifying the formula for the calculation of expected credit loss rate.
-
Comparing the classification of accounts receivable aging with current year and prior year, and checking subsequent collections after balance sheet date to confirm recovery of outstanding receivables.
-
For those accounts receivable specifically identified by management to have been impaired, evaluating propriety of impairment assessment against related supporting documents.
Recognition of purchase discounts and allowances
Description
Refer to Note 4(13) for accounting policy on recognition of purchase discounts and allowances. The Group is engaged in operating sales channel for various electronic components. In line with industry practice, the Group has entered into purchase discounts and allowances agreements with suppliers for various kinds and quantities of inventories. The Group calculates and recognizes the amount of purchase discounts and allowances in accordance with the agreement. The Group negotiates the amount with the supplier, and after receiving credit note from supplier, the Group pays the net amount.
The discounts and allowances from supplier are calculated either automatically by the system or manually. The Group has to gather a lot of information to input in the system, such as the items subject to discount and corresponding discount rate, etc. Given that the Group has a large volume of purchases, and has entered into various purchase discounts and allowances agreements with terms and conditions that vary with each argument, we consider the recognition of purchase discounts and allowances a key audit matter.
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How our audit addressed the matter
Our audit procedures in relation to the above key audit matter included:
-
Understanding the process in recognizing purchase discounts and allowances, evaluating related internal control procedures and testing its effectiveness, checking the basic information set up in the computer system with respect to discount and allowance calculation randomly, and selecting samples to determine whether purchase discounts and allowances recognized were reviewed by an authorized supervisor.
-
Selecting samples of purchase discounts and allowances, obtaining confirmed documents and approved credit note from supplier for selected commodity’s part number, and checking whether the part number and discount and allowance amount in obtained vouchers were consistent with the amounts recognized.
-
Performing confirmation of selected material accounts payable, checking whether there is a difference between the amount of purchase discounts and allowances recognized based on credit note from supplier with the amount confirmed by the supplier, and investigating differences, if any. Selecting samples of outstanding accounts payable and checking whether subsequent payments were made after the balance sheet date.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion on the parent company only financial statements of WPG Holdings Limited as at and for the years ended December 31, 2019 and 2018.
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Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
32 -
-
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 auditor’s 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
- 33 -
Lin, Chun-Yao
Chou, Chien-hung
For and on behalf of PricewaterhouseCoopers, Taiwan March 24, 2020
----------------------------------------------------------------------------------
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and audit report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the consolidated financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
- 34 -
WPG HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Assets | Notes 6(1) 6(2) 6(4) and 8 6(5) 6(5) 7(3) 6(7) 7(3) 6(8) 6(2) and 8 6(3) 6(9) 6(10) and 8 6(11) 6(12) and 8 6(13) 6(31) 6(14) 6(15) |
December31,2019 Amount % $ 9,992,582 4 339,649 - 84,055 - 1,977,097 1 110,656,082 48 98,292 - 11,428,975 5 1,208 - 27,980 - 67,721,637 29 2,242,687 1 1,396,017 1 205,966,261 89 1,315,509 1 32,035 - 586,142 - 5,735,417 3 1,129,079 1 1,060,115 - 5,568,851 2 506,897 - 8,142,688 4 303,826 - 24,380,559 11 $ 230,346,820 100 |
December31,2018 | December31,2018 |
|---|---|---|---|---|
| Amount $ 9,992,582 339,649 84,055 1,977,097 110,656,082 98,292 11,428,975 1,208 27,980 67,721,637 2,242,687 1,396,017 205,966,261 1,315,509 32,035 586,142 5,735,417 1,129,079 1,060,115 5,568,851 506,897 8,142,688 303,826 24,380,559 $ 230,346,820 |
Amount $ 7,116,888 28,469 197,942 2,884,889 95,258,035 82,590 8,531,684 1,610 77,016 64,772,967 1,507,232 515,584 180,974,906 1,276,064 32,035 617,491 5,701,436 - 1,107,246 5,567,934 482,037 - 301,715 15,085,958 $ 196,060,864 |
% | ||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Current financial assets at amortized cost Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Current income tax assets Inventory Prepayments Other current assets Non-current assets Financial assets at fair value through profit or loss - non-current Financial assets at fair value through other comprehensive income - non-current Investments accounted for under equity method Property, plant and equipment Right-of-use assets Investment property - net Intangible assets Deferred income tax assets Prepayments for investments Other non-current assets TOTAL ASSETS |
4 - - 1 49 - 4 - - 33 1 - |
|||
| 92 | ||||
| 1 - - 3 - 1 3 - - - |
||||
| 8 | ||||
| 100 |
(Continued)
-35-
WPG HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Liabilities and Equity | December31,2019 December31,2018 Notes Amount % Amount % 6(16) $ 68,891,614 30 $ 57,221,436 29 6(17) 5,555,424 2 4,957,027 3 6(2) 16,051 - 5,660 - 34,642 - 35,497 - 63,588,170 28 53,161,904 27 7(3) 653 - 401 - 5,697,289 2 5,333,973 3 1,310,711 1 803,225 - 416,902 - - - 6(18)(19) 11,447,611 5 4,945,142 2 156,959,067 68 126,464,265 64 6(18) 7,330,788 3 13,366,171 7 6(31) 499,268 - 496,996 - 740,641 - - - 6(20) 849,961 1 909,437 1 9,420,658 4 14,772,604 8 166,379,725 72 141,236,869 72 1 and 6(21) 16,790,568 7 16,790,568 8 2,000,000 1 - - 6(22) 27,456,298 12 19,454,882 10 6(23) 6,021,073 3 5,274,872 3 2,602,682 1 4,124,936 2 14,022,230 6 11,316,193 6 6(24) ( 5,420,694) ( 2) ( 2,602,682 ) ( 1 ) 63,472,157 28 54,358,769 28 494,938 - 465,226 - 63,967,095 28 54,823,995 28 7(3) and 9 11 $ 230,346,820 100 $ 196,060,864 100 |
|---|---|
| Current liabilities Short-term borrowings Short-term notes and bills payable Financial liabilities at fair value through profit or loss - current Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Current lease liabilities Other current liabilities Non-current liabilities Long-term borrowings Deferred income tax liabilities Non-current lease liabilities Other non-current liabilities Total liabilities Equity attributable to owners of parent Capital Common stock Preference stock Capital reserve Capital reserve Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity interest Other equity interest Total equity attributable to owners of parent Non-controlling interest Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date TOTAL LIABILITIES AND EQUITY |
The accompanying notes are an integral part of these consolidated financial statements.
- 36 -
WPG HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)
| Year | ended December | ended December | 31 | |||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||||
| Items | Notes | Amount | % | Amount | % | |||
| Operating revenue | 6(25) and 7(3) | $ | 527,601,353 | 100 | $ | 545,127,804 | 100 | |
| Operating costs | 6(8) and 7(3) | ( | 505,173,257 ) ( | 96) | ( | 521,497,383) ( | 96 ) | |
| Gross profit | 22,428,096 | 4 | 23,630,421 | 4 | ||||
| Operating expenses | 6(29)(30) and 7(3) | |||||||
| Selling and marketing expenses | ( | 9,030,334 ) ( | 1) | ( | 9,183,915) ( | 1 ) | ||
| General and administrative expenses | ( | 3,777,517 ) ( | 1) | ( | 3,687,165) ( | 1 ) | ||
| Expected credit impairment gain (loss) | 92,319 | - | ( | 182,803) | - | |||
| Total operating expenses | ( | 12,715,532 ) ( | 2) | ( | 13,053,883) ( | 2 ) | ||
| Operating profit | 9,712,564 | 2 | 10,576,538 | 2 | ||||
| Non-operating income and expenses | ||||||||
| Other income | 6(26) | 283,658 | - | 336,343 | - | |||
| Other gains and losses | 6(27) | 516,634 | - | 731,477 | - | |||
| Finance costs | 6(28) | ( | 2,347,372 ) ( | 1) | ( | 2,489,578) | - | |
| Share of profit of associates and joint | ||||||||
| ventures accounted for under equity | ||||||||
| method | 22,118 | - | 46,400 | - | ||||
| Total non-operating income and | ||||||||
| expenses | ( | 1,524,962 ) ( | 1) | ( | 1,375,358) | - | ||
| Income before income tax | 8,187,602 | 1 | 9,201,180 | 2 | ||||
| Income tax expense | 6(31) | ( | 1,681,643 ) | - | ( | 1,686,163) | - | |
| Consolidated net income | $ | 6,505,959 | 1 | $ | 7,515,017 | 2 |
(Continued)
- 37 -
WPG HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)
| Items | Year ended December 31 2019 2018 Notes Amount % Amount 6(20) $ 8,849 - ($ 150,756) ( 72 ) - ( 16) 6(31) ( 1,771) - 37,295 7,006 - ( 113,477) ( 2,814,019 ) - 1,624,228 ( 5,027 ) - 24,929 6(31) 3,218 - 502 ( 2,815,828) - 1,649,659 ($ 2,808,822) - $ 1,536,182 $ 3,697,137 1 $ 9,051,199 $ 6,453,401 1 $ 7,462,010 52,558 - 53,007 $ 6,505,959 1 $ 7,515,017 $ 3,645,425 1 $ 9,008,246 51,712 - 42,953 $ 3,697,137 1 $ 9,051,199 6(32) $ 3.84 $ $ 3.84 $ |
Year ended December 31 | Year ended December 31 | Year ended December 31 | |
|---|---|---|---|---|---|
| 2019 | 2018 % Amount - ($ 150,756) - ( 16) - 37,295 - ( 113,477) - 1,624,228 - 24,929 - 502 - 1,649,659 - $ 1,536,182 1 $ 9,051,199 1 $ 7,462,010 - 53,007 1 $ 7,515,017 1 $ 9,008,246 - 42,953 1 $ 9,051,199 3.84 $ 3.84 $ |
2018 | |||
| % | |||||
| Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss Other comprehensive income before tax, actuarial gain (loss) on defined benefit plans Share of other comprehensive loss of associates and joint ventures accounted for under equity method that will not be reclassified to profit or loss Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Other comprehensive income (loss) that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation of foreign financial statements Share of other comprehensive (loss) income of associates and joint ventures accounted for under equity method Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive (loss) income that will be reclassified to profit or loss Total other comprehensive (loss) income Total comprehensive income Consolidated net income attributable to: Owners of the parent Non-controlling interest Comprehensive income attributable to: Owners of the parent Non-controlling interest Earnings per share Basic earnings per share Diluted earnings per share |
- - - |
||||
| - | |||||
| - - - |
|||||
| - | |||||
| - | |||||
| 2 | |||||
| 2 - |
|||||
| 2 | |||||
| 2 - |
|||||
| 2 | |||||
| 4.22 | |||||
| $ | $ | 4.22 |
The accompanying notes are an integral part of these consolidated financial statements.
- 38 -
WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Year ended December 31, 2018 Balance at January 1, 2018 Effects of retrospective application of new standards Balance after restatement on January 1, 2018 Total consolidated profit Net other comprehensive income (loss) Total comprehensive income Appropriation and distribution of 2017 retained earnings Legal reserve Special reserve Cash dividends Capital reduction payments to shareholders Disposal of investments accounted for using equity method Reorganization Difference between consideration and carrying amount of subsidiaries acquired or disposed Acquisition of non-controlling interest Changes in non-controlling interests Balance at December 31, 2018 Year ended December 31, 2019 Balance at January 1, 2019 Total consolidated profit Net other comprehensive income (loss) Total comprehensive income Appropriation and distribution of 2018 retained earnings Legal reserve Reversal of special reserve Cash dividends Issuance of preference stock Changes in equity of associate and joint ventures accounted for using equity method Changes in non-controlling interests Balance at December 31, 2019 |
Notes | Equityattributable to | Equityattributable to | owners of theparent | Total $ 51,518,973 ( 185,079 ) 51,333,894 7,462,010 1,546,236 9,008,246 - - ( 4,380,148 ) ( 1,460,050 ) ( 112,053 ) ( 2,590 ) ( 28,530 ) - - $ 54,358,769 $ 54,358,769 6,453,401 ( 2,807,976 ) 3,645,425 - - ( 4,533,453 ) 9,994,638 6,778 - $ 63,472,157 |
Non-controlling interest |
Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Common stock Preference stock $ 18,250,618 $ - - - 18,250,618 - - - - - - - - - - - - - ( 1,460,050 ) - - - - - - - - - - - $ 16,790,568 $ - $ 16,790,568 $ - - - - - - - - - - - - - - 2,000,000 - - - - $ 16,790,568 $ 2,000,000 |
Capital reserve | RetainedEarnings | Unappropriated earnings |
O | ther EquityInterest | Unrealized gain or loss on available- for- sale financial assets |
|||||||
| Common stock $ 18,250,618 - 18,250,618 - - - - - - ( 1,460,050 ) - - - - - $ 16,790,568 $ 16,790,568 - - - - - - - - - $ 16,790,568 |
Legal reserve | Special reserve | Exchange differences of foreign financial statements |
Unrealized gains (loss) on financial assets at fair value through other comprehensive income $ - ( 6,000 ) ( 6,000 ) - - - - - - - - - - - - ($ 6,000 ) ($ 6,000 ) - - - - - - - - - ($ 6,000 ) |
|||||||||
| 6(23) 6(21) 6(22) 6(23) 6(21) 6(22) |
$ - - - - - - - - - - - - - - - $ - $ - - - - - - - 2,000,000 - - $ 2,000,000 |
$ 19,569,525 - 19,569,525 - - - - - - - ( 112,053 ) ( 2,590 ) - - - $ 19,454,882 $ 19,454,882 - - - - - - 7,994,638 6,778 - $ 27,456,298 |
$ 4,544,073 - 4,544,073 - - - 730,799 - - - - - - - - $ 5,274,872 $ 5,274,872 - - - 746,201 - - - - - $ 6,021,073 |
$ - - - - - - - 4,124,936 - - - - - - - $ 4,124,936 $ 4,124,936 - - - - ( 1,522,254 ) - - - - $ 2,602,682 |
$ 13,279,694 ( 49,737 ) 13,229,957 7,462,010 ( 111,361 ) 7,350,649 ( 730,799 ) ( 4,124,936 ) ( 4,380,148 ) - - - ( 28,530 ) - - $ 11,316,193 $ 11,316,193 6,453,401 10,036 6,463,437 ( 746,201 ) 1,522,254 ( 4,533,453 ) - - - $ 14,022,230 |
($ 4,254,279 ) - ( 4,254,279 ) - 1,657,597 1,657,597 - - - - - - - - - ($ 2,596,682 ) ($ 2,596,682 ) - ( 2,818,012 ) ( 2,818,012 ) - - - - - - ($ 5,414,694 ) |
$ 129,342 ( 129,342 ) - - - - - - - - - - - - - $ - $ - - - - - - - - - - $ - |
$ 536,465 ( 298 ) 536,167 53,007 ( 10,054 ) 42,953 - - - - - 2,590 ( 18,627 ) ( 72,714 ) ( 25,143 ) $ 465,226 $ 465,226 52,558 ( 846 ) 51,712 - - - - - ( 22,000 ) $ 494,938 |
$ 52,055,438 ( 185,377 ) 51,870,061 7,515,017 1,536,182 9,051,199 - - ( 4,380,148 ) ( 1,460,050 ) ( 112,053 ) - ( 47,157 ) ( 72,714 ) ( 25,143 ) $ 54,823,995 $ 54,823,995 6,505,959 ( 2,808,822 ) 3,697,137 - - ( 4,533,453 ) 9,994,638 6,778 ( 22,000 ) $ 63,967,095 |
The accompanying notes are an integral part of these consolidated financial statements.
-39-
WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Cash flows from operating activities Income before income tax Adjustments Income and expenses Depreciation Amortization Expected credit impairment (gain) loss Interest expense Net gain on financial assets or liabilities at fair value through profit or loss Interest income Dividend income Share of profit of associates and joint ventures accounted for under equity method Loss on disposal of property, plant and equipment Loss (gain) on disposal of investments Changes in assets/liabilities relating to operating activities Changes in assets relating to operating activities Financial assets (liabilities) at fair value through profit or loss - current Notes receivable Accounts receivable Accounts receivable - related parties, net Other receivables Other receivables - related parties Inventories Prepayments Other current assets Changes in liabilities relating to operating activities Notes payable Accounts payable Accounts payable - related parties Other payables Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest paid Income tax paid Interest received Income tax refund Dividends received Net cash used in operating activities |
Year ended December 31 Notes 2019 2018 $ 8,187,602 $ 9,201,180 6(29) 724,256 216,436 6(13)(29) 16,303 19,364 ( 92,319 ) 182,803 6(28) 2,145,552 2,286,498 6(27) ( 83,921 ) ( 499,433 ) 6(26) ( 55,365 ) ( 41,585 ) 6(26) ( 17,285 ) ( 24,724 ) ( 22,118 ) ( 46,400 ) 6(27) 1,939 10,297 6(27) 8 ( 57,613 ) ( 300,736 ) 7,551 907,790 1,293,315 ( 15,305,726 ) ( 6,010,219 ) ( 15,702 ) 192,138 ( 2,896,080 ) ( 2,821,645 ) 402 436 ( 2,950,244 ) ( 7,300,703 ) ( 735,455 ) ( 14,534 ) 15,541 137,213 ( 855 ) ( 178,850 ) 10,426,266 4,252,282 252 ( 911 ) 412,201 244,656 1,491,128 1,281,210 ( 48,588 ) 119,466 1,804,846 2,448,228 ( 2,193,406 ) ( 2,241,241 ) ( 1,173,322 ) ( 1,542,453 ) 54,154 42,959 21,779 2,681 72,431 75,131 ( 1,413,518 ) ( 1,214,695 ) |
|---|---|
(Continued)
-40-
WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2019 AND 2018
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Year ended | December | 31 | ||||
|---|---|---|---|---|---|---|
| Notes | 2019 | 2018 | ||||
| Cash flows from investing activities | ||||||
| Acquisition of investments accounted for under equity | ||||||
| method | $ | - | ( $ | 86,663 ) | ||
| Increase in prepayments for investments | 6((14) | ( | 8,142,688 ) | - | ||
| Proceeds from disposal of investments accounted for under | ||||||
| equity method | - | 183,453 | ||||
| Acquisition of property, plant and equipment and intangible | ||||||
| assets | 6(34) | ( | 358,755 ) | ( |
837,503 ) | |
| Proceeds from disposal of property, plant and equipment and | ||||||
| intangible assets | 4,097 | 3,102 | ||||
| Increase in guarantee deposits paid | ( | 30,566 ) | ( |
207,923 ) | ||
| Decrease in guarantee deposits paid | 32,765 | 275,841 | ||||
| Increase in other financial assets - current | ( | 895,975 ) | ( |
59,240 ) | ||
| Increase in other financial assets - non-current | - | ( | 12,567 ) | |||
| Decrease in other financial assets - non-current | - | 11,375 | ||||
| Increase in other non-current assets | ( | 5,394 ) | ( |
71,970 ) | ||
| Acquisition of financial assets at fair value through profit or | ||||||
| loss - non-current | ( | 102,096 ) | ( |
83,175 ) | ||
| Proceeds from disposal of financial assets at fair value | ||||||
| through profit or loss - non-current | 14,971 | 791,259 | ||||
| Proceeds from capital reduction of financial assets at fair | ||||||
| value through profit or loss | 38,203 | - | ||||
| Increase in current financial assets at amortized cost | ( | 11,583 ) | ( |
160,853 ) | ||
| Decrease in current financial assets at amortized cost | 124,325 | 15,674 | ||||
| Acquisition of subsidiaries | 6(33) | - | ( | 119,871 ) | ||
| Net cash used in investing activities | ( | 9,332,696 ) | ( |
359,061 ) | ||
| Cash flows from financing activities | ||||||
| Principal repayment of lease liability | 6(35) | ( | 432,770 ) | - | ||
| Increase in short-term borrowings | 6(35) | 745,217,964 | 716,529,261 | |||
| Decrease in short-term borrowings | ( | 733,547,786 ) | ( |
713,081,432 ) | ||
| Increase in long-term borrowings (including current portion | 6(35) | |||||
| of long-term liabilities) | 2,415,923 | 8,755,065 | ||||
| Decrease in long-term borrowings (including current portion | ||||||
| of long-term liabilities) | ( | 3,439,965 ) | ( |
7,223,686 ) | ||
| Increase in short-term notes and bills payable | 6(35) | 39,514,147 | 31,336,877 | |||
| Decrease in short-term notes and bills payable | ( | 38,915,715 ) | ( |
30,267,455 ) | ||
| Increase in guarantee deposit received | 9,118 | 82,580 | ||||
| Decrease in guarantee deposit received | ( | 8,571 ) | ( |
26,797 ) | ||
| Issuance of preference stock | 6(21) | 9,994,638 | - | |||
| Cash dividends paid | 6(23) | ( | 4,533,453 ) | ( |
4,380,148 ) | |
| Capital reduction | 6(21) | - | ( | 1,460,050 ) | ||
| Change in non-controlling interest | ( | 22,000 ) | ( |
25,143 ) | ||
| Net cash provided by financing activities | 16,251,495 | 239,072 | ||||
| Effect of exchange rate changes on cash and cash equivalents | ( | 2,629,587 ) | 1,353,658 | |||
| Net increase in cash and cash equivalents | 2,875,694 | 18,974 | ||||
| Cash and cash equivalents at beginning of year | 7,116,888 | 7,097,914 | ||||
| Cash and cash equivalents at end of year | $ | 9,992,582 | $ | 7,116,888 |
The accompanying notes are an integral part of these consolidated financial statements.
-41-
WPG HOLDINGS LIMITED
Comparison Table for Amendments to the Articles of Incorporation
| Original Article | Amended Article | Explanation |
|---|---|---|
| Article 31 Where the financial results for the fiscal year show a profit, the Company shall, by the resolution of Board of Directors, distribute not less than 0.01% and not more than 5% of the profit as employees’ compensation, and distribute not more than 3% of the foresaid profit as remuneration of Directors and Supervisors. Reports of such distribution shall be submitted to the shareholders’ meeting. However, in case of the accumulated losses, certain profits shall first be reserved to cover them. The employees’ compensation could be distributed in the form of shares or in cash and the employees of subsidiaries meeting certain specific requirements shall be entitled to receive shares or cash. The profits stated in the first paragraph represent the pre-tax income of current |
Article 31 Where the financial results for the fiscal year show a profit, the Company shall, by the resolution of Board of Directors, distribute not less than 0.01% and not more than 5% of the profit as employees’ compensation, and distribute not more than 3% of the foresaid profit as remuneration of Directors and Supervisors. Reports of such distribution shall be submitted to the shareholders’ meeting. However, in case of the accumulated losses, certain profits shall first be reserved to cover them. The employees’ compensation could be distributed in the form of shares or in cash and the employees of subsidiaries meeting certain specific requirements shall be entitled to receive shares or cash. The profits stated in the first paragraph represent the pre-tax income of current |
Amendment made for actual needs. |
- 42 -
Original Article year before deducting distributed employees' compensation and Directors' remuneration. When the Company has no surplus, it shall not pay dividends and bonuses. If the Company has surplus at the end of the year, after tax payment and recovery of losses over the years, 10% of the amount shall be appropriated as legal capital reserve; if there is any balance after setting aside or reversion to special capital reserve in accordance with laws and regulations, the dividends for special shares in the current year shall be paid in priority. The remaining balance (hereinafter referred to as "surplus earnings of the year") plus the retained earnings at the beginning of the year is deemed as the surplus earnings available for distribution that are to be distributed as the dividends and bonuses to shareholders. The distribution plan shall be proposed by the Board of Directors and subject to the resolution of the shareholders' meeting.
Amended Article Explanation year before deducting distributed employees' compensation and Directors' remuneration. When the Company has no surplus, it shall not pay dividends and bonuses. If the Company has surplus earnings at the end of the year, after tax payment and recovery of losses over the years, 10% of the amount shall be appropriated as legal capital reserve; the balance after the special capital reserve is set aside or reversed in accordance with laws and regulations (hereinafter referred to as "surplus earnings of the year") plus the retained earnings at the beginning of the year shall be used to pay the dividends for preferred shares in priority as the surplus earnings available for distribution. The distribution plan shall be proposed by the Board of Shareholders and subject to the resolution of the shareholders' meeting. This Company’s dividend policy and dividend distribution shall consider the Company’s profitability, future operation funding needs, and changes in
- 43 -
| Original Article | Amended Article | Explanation |
|---|---|---|
| This Company’s dividend policy and dividend distribution shall consider the Company’s profitability, future operation funding needs, and changes in industry environment, as well as the shareholders’ rights and the Company’s long-term financial plans. This Company’s yearly total dividend distribution amount shall not be less than 50% of the year’s earnings. The distributed cash dividend shall not be less than 20% of the total dividend distribution amount. |
industry environment, as well as the shareholders’ rights and the Company’s long-term financial plans. This Company’s yearly total dividend distribution amount shall not be less than 50% of the year’s earnings. The distributed cash dividend shall not be less than 20% of the total dividend distribution amount. |
|
| Article 34 The Articles were formulated on June 14, 2005. The first amendment was made on June 14, 2006. The second amendment was made on June 13, 2007. The third amendment was made on June 25, 2008. The fourth amendment was made on June 16, 2009. The fifth amendment was made on June 21, 2010. The sixth amendment was made on June 22, 2012. The seventh amendment was made on June 19,2013. |
Article 34 The Articles were formulated on June 14, 2005. The first amendment was made on June 14, 2006. The second amendment was made on June 13, 2007. The third amendment was made on June 25, 2008. The fourth amendment was made on June 16, 2009. The fifth amendment was made on June 21, 2010. The sixth amendment was made on June 22, 2012. The seventh amendment |
Added date of amendment. |
- 44 -
| Original Article | Amended Article | Amended Article | Explanation |
|---|---|---|---|
| The eighth amendment was made on June 18, 2014. The ninth amendment was made on June 22, 2016. The tenth amendment was made on June 28, 2019. |
was made on June 19, 2013. The eighth amendment was made on June 18, 2014. The ninth amendment was made on June 22, 2016. The tenth amendment was made on June 28, 2019. The eleventh amendment was made on June 24, 2020. |
- 45 -
List of Director Candidates
| Type of Nominee |
Nominee Name |
Education Background | Experience | Current Position | Board Meeting Attendance Rate (Note 3) |
|---|---|---|---|---|---|
| Director | T.L. Lin | Department of Electrical Engineering, National Taipei Institute of Technology (Department of Electrical Engineering, National Taipei University of Technology) |
Director, Trigold Holdings Limited (2017- present); Executive Director, Taipei Electronic Components Suppliers' Association (TECSA); Chairman, WPG Investment Co., Ltd. (2010-2016); President, World Peace Industrial Co., Ltd. (1991- 2009) |
Director, WPG Holdings; Director, Trigold Holdings Limited; Executive Director, TECSA |
80% |
| Director | K.Y. Chen | Department of Electronic Physics, National Chiao- Tung University; |
Chairman, Silicon Application Corp. (1987- present); Director, TECSA; Director, Trigold Holdings Limited (2017-present); Director, LeadSun New Star Corp. (2016-present); Director, Chiayang Biotech Inc. (2013-present) |
Chairman, Silicon Application Corp.; Director, Chiayang Biotech Inc.; Director, LeadSun New Star Corp.; Director, TECSA; |
90% |
| Director | Mike Chang | Department of Electrical Engineering, National Taipei Institute of Technology (Department of Electrical Engineering, National Taipei University of Technology) |
Chairman,World PeaceIndustrial Co., Ltd. (2008-present); Supervisor, TECSA; CEO, World Peace Industrial Co., Ltd. (1997- 2008); Vice President of Marketing, World Peace Industrial Co., Ltd. (1994-1997); |
Chairman, World Peace Industrial Co., Ltd.; Supervisor, TECSA |
100% |
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| Executive Assistant to CEO, World Peace Industrial Co., Ltd. (1993-1994); President of Far East Dist., TXC Corporation. (1988-1993); Sales Manager, Texas Instruments Taiwan Limited (1980-1988) |
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|---|---|---|---|---|---|
| Director | Simon Huang | Department of Engineering Science, National Cheng- Kung University |
Chairman, WPG Holdings Ltd. (2005-present); Chairman, Trigold Holdings Limited (2017- present); Executive Director, TECSA |
Chairman, WPG Holdings Ltd.; Chairman, Trigold Holdings Limited; Executive Director, TECSA |
90% |
| Director | K.D. Tseng | Department of Electronics Engineering, National Taiwan Ocean University |
Chairman, Yosun Industrial Corp. (1999-present); Vice President, WPG Holdings Ltd. (2011- present); Director, Trigold Holdings Limited (2017-present); President, TECSA (2014-present) |
Chairman, Yosun Industrial Corp.; Vice President, WPG Holdings Ltd.; Director, Trigold Holdings Limited; President, TECSA; President, Management Intelligence Sharing Association |
100% |
| Director | Richard Wu, Representative, Fullerton Technology Co. |
Department of Electronics, Feng Chia University |
Chairman & President, Fullerton Technology Co. (2016-present); Director (Corporate Representative), Fullerton Digital Co. Ltd. (2016- present); Chairman (Corporate Representative), Niceday IT Co. Ltd. (2016-present); Director (Corporate Representative), British Cayman Islands CloudMile (2018-present); Director (Corporate Representative), Udar Digital Inc. (2016-present); Director (Corporate Representative), Spire Technology Limited (2016-present); |
Chairman & President, Fullerton Technology Co.; Director (Corporate Representative), Fullerton Digital Co. Ltd.; Chairman (Corporate Representative), Niceday IT Co. Ltd.; Director (Corporate Representative), British Cayman Islands CloudMile; Director (Corporate Representative), Udar Digital Inc.; Director (Corporate Representative), Spire Technology Limited; Director |
90% |
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| Director (Corporate Representative), D. Cinema Technology Co., Ltd. (2016-present); Director, Bestek Corp. (2015-present) |
(Corporate Representative), D. Cinema Technology Co., Ltd.; Director, Bestek Corp. |
||||
|---|---|---|---|---|---|
| Director | Frank Yeh | Department of Electronic Engineering, Feng Chia University |
President, WPG Holdings Ltd. (2013-present); Independent Director, BenQ Materials Corp. (2007-present); President, Asian Information Technology Inc. (2007-2018); President, Arrow Electronics, Inc.; Chairman, Shuangmeng Network Technology Co., Ltd.; Vice President, Acer Incorporated |
President, WPG Holdings Ltd.; Independent Director, BenQ Materials Corp. |
100% |
| Independent Director |
Chun Lin | University of Chicago (MBA); University of Massachusetts (Master of Science in Electrical and Computer Engineering) |
Vice Chairman, Lotus Pharmaceutical Co., Ltd.(2018-present); Independent Director, Fubon Life Insurance Co., Ltd. (2017-present); Chairman, Lotus Pharmaceutical Co., Ltd. (2016- 2018); Strategy Officer, Chicony Group Corporate (2012-2016); President of the Greater China area, Macquarie Capital (2008-2012); Chief Financial Officer, LITE-ON Technology Corporation (2003-2008); Chief Investment Officer, ABN AMRO Asset Management; President, J.P. Morgan Securities; McKinsey & Company; AT&T Nokia Bell Labs |
Vice Chairman, Lotus Pharmaceutical Co., Ltd.; Independent Director, Fubon Life Insurance Co., Ltd. |
Newly nominated |
| Independent Director |
Yung-Ching Chen |
Master of Science in Accounting, Soochow University; Certified Public Accountant of R.O.C. |
Director, Prime Oil Chemical Service Corporation; Independent Director, China Television Company, Ltd.; Independent Director, Delta |
Vice President, United Way of Taiwan; Director, Prime Oil Chemical Service Corporation; Independent Director, China |
Newly nominated |
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| Electronics, Inc.; President, United Way of Taiwan (2014-2020); Chairman, Wei Chuan Foods Corporation (2016- 2019); Independent Director, HeySong Corporation (2016-2019); Assistant Professor, Soochow University (2004-2008); PwC Taiwan (1977-2010); Lecturer, Soochow University (1977-1997) |
Television Company, Ltd.; Independent Director, Delta Electronics, Inc. |
||||
|---|---|---|---|---|---|
| Independent Director |
Wei-Ju Chen | Doctor of Strategic Management, Purdue University; Master of Business Administration, Tamkang University; Bachelor of Business Administration, National Taiwan University |
Independent Director, Beijing Century Good Future Education Technology Co., Ltd. (2015- present); Independent Non-executive Director, Country Garden Holdings Co. Ltd. (2018-present); Independent Director, Shenzhen Fangdd Network Technology Co., Ltd. (2019-present); Independent Director, Dian Diagnostics Co., Ltd. (2017-present); Director, Alibaba Business School Industry Network Center (2019-present); Chief Strategy Officer, Zhejiang Cuisine Bird Supply Chain Management Co., Ltd. (2017- 2019); Associate Professor in Science of Strategy, China Europe International Business School (2011- 2017); |
Director, Alibaba Business School Industry Network Center Independent Director, Beijing Century Good Future Education Technology Co., Ltd.; Independent Non-executive Director, Country Garden Holdings Co. Ltd.; Independent Director, Shenzhen Fangdd Network Technology Co., Ltd.; Independent Director, Dian Diagnostics Co., Ltd. |
Newly Nominated |
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| Assistant Professor in Strategy, INSEAD (2003- 2011) |
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|---|---|---|---|---|---|
| Independent Director |
Jack J. T. Huang (Note 1) |
Harvard University (S.J.D.); Northwestern University (LL.M.); National Taiwan University (LL.B.); R.O.C. lawyer (1976); New York State lawyer (1983) |
Founder & Chairman, Taiwan Renaissance Platform; Special Adviser to the CEO, Yulon Group; Special Adviser to the CEO, Tai Yuen Textile Co., Ltd.; Independent Director, Taiwan Mobile Co., Ltd. (2014-present); Independent Director, SYSTEX Corporation (2007-present); Independent Director, CTCI Corporation (2014- present); Corporate Director Representative, Yulon Motor Co., Ltd. (2016-present); Corporate Director Representative, Taiwania Capital (2017-present) |
Chairman, Taiwan Renaissance Platform; Special Adviser to the CEO, Yulon Group; Special Adviser to the CEO, Tai Yuen Textile Co., Ltd.; Independent Director, Taiwan Mobile Co., Ltd.; Independent Director, SYSTEX Corporation; Independent Director, CTCI Corporation; Corporate Director Representative, Yulon Motor Co., Ltd.; Corporate Director Representative, Taiwania Capital |
90% |
Note 1:
Nomination rationale of independent director serving for 3 consecutive terms or more:
Mr. Jack, J.T. Huang has served on the board for more than 3 consecutive terms, yet based upon the Board of Directors’ assessment of Mr. Huang’s attendance of Board meetings, it is believed that Mr. Huang holds the qualification of independence and capability of fair judgement. Given Mr. Huang’s expertise in law and business mergers and acquisitions, as well as his extensive experience in related law practice and business management, Mr. Huang’s forward looking and fair advices are often applied. The Company also relies on Mr. Huang’s professional advices and supervision toward functional committees under Board of Directors to continually improve corporate governance through experience. Mr. Huang’s presence at the board significantly benefits the Company, and therefore the Company would like to nominate Mr. Huang as independent director for the Company’s Sixth Board of Directors.
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Note 2:
To strengthen corporate governance and diverse functional knowledge and expertise of the Board of Directors, the director candidates’ skill and experience are shown below:
| Director Nominee | Director Classification |
Business Management |
Leadership | Industry Knowledge and experience |
Financial, accounting, or financial reporting |
Law | Human Resources |
Risk Management |
Global Business |
Investment Management |
|---|---|---|---|---|---|---|---|---|---|---|
| T.L. Lin | Non-Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| K.Y. Chen | Non-Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||
| Mike Chang | Non-Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||
| Simon Huang | Non-Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| K.D. Tseng | Non-Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||
| Richard Wu, Representative, Fullerton Technology Co. |
Non-Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Frank Yeh | Non-Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Chun Lin | Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Yung-Ching Chen | Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Wei-Ju Chen | Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
| Jack J. T. Huang | Independent | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Note 3: Nominated directors’ rate of attending board meeting in person during the fiscal year of 2019. Calculated period: from Jan 1, 2019 to Dec 31, 2019.
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