AI assistant
X-FAB — Annual Report 2020
Mar 30, 2021
9898_rns_2021-03-30_6c95e457-357a-482c-b37c-12392b0207fc.PDF
Annual Report
Open in viewerOpens in your device viewer
| 40 NAT. |
Filing date | N°. 0882.390.885 |
P. | 1 U. |
EUR D. |
C-c 1 | |||
|---|---|---|---|---|---|---|---|---|---|
| ANNUAL ACCOUNTS AND OTHER DOCUMENTS TO BE FILED IN ACCORDANCE WITH THE BELGIAN COMPANIES AND ASSOCIATIONS CODE |
|||||||||
| IDENTIFICATION DETAILS (at the filing date) | |||||||||
| NAME: | X-FAB SILICON FOUNDRIES | ||||||||
| Legal form: | SE | ||||||||
| Address: | TRANSPORTSTRAAT | N°. 1 |
|||||||
| Postal code: | 3980 | Town: Tessenderlo |
|||||||
| Country: | Belgium | ||||||||
| Website : | 1 | Register of legal persons - commercial court: | Antwerpen, Division Hasselt | ||||||
| Company registration number | 0882.390.885 | ||||||||
| DATE | 7-4-2017 | of filing the most recent document mentioning the date of publication of the deed of incorporation and of the deed of amendment of the articles of association. |
|||||||
| ANNUAL ACCOUNTS | IN EURO (2 decimals) | 2 | |||||||
| approved by the general meeting of | 29-4-2021 | ||||||||
| regarding the period from | 1-1-2020 | to | 31-12-2020 | ||||||
| Preceding period from | 1-1-2019 | to | 31-12-2019 | ||||||
| The amounts for the preceding period | 3 are are not identical to the ones previously published. / |
||||||||
| Total number of pages filed: 67 Numbers of the sections of the standard model form not filed because they serve no useful purpose: 6.1, 6.2.1, 6.2.2, 6.2.3, 6.2.4, 6.2.5, 6.3.1, 6.3.4, 6.3.5, 6.3.6, 6.4.2, 6.4.3, 6.5.2, 6.6, 6.8, 6.17, 6.18.2, 6.19, 6.20, 9, 11, 12, 13, 14, 15 |
|||||||||
| Signature Signature (name and position) (name and position) Rudi De Winter |
|||||||||
Optional mention. 1
If necessary, change to currency in which the amounts are expressed. 2
3 Strike out what does not apply.
LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS AND DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT
LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS
COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and town) and position within the company
KPMG Bedrijfsrevisoren BV 0419.122.548
Luchthaven Brussel Nationaal 1K, 1930 Zaventem, Belgium
Title : Auditor, Membership number : B00001
Mandate : 30-4-2020- 27-4-2023
Represented by :
Carmans Herwig 1.
Luchthaven Brussel Nationaal 1K , 1930 Zaventem, Belgium
, Membership number : A02326
Iacona Estelle
Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium
DUCHATELET ROLAND
Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium
Verschaeren Christel Constancia C.
Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium
STRAUB HANS-JÜRGEN
Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium
TARMIZI BIN SULAIMAN AHMAD
Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium
BIN BUGO HAMID
Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium
LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS (continued from previous page)
Sensinnovat BV 0884.338.607
Boektlaan 14, 3550 Heusden-Zolder, Belgium
Title : Delegated director
Mandate : 17-3-2017- 29-4-2021
Represented by :
- De Winter Rudi 1.
- Transportstraat 1 , 3980 Tessenderlo, Belgium
Aurore NV 0445.038.572
Beigemsesteenweg 55, 1850 Grimbergen, Belgium
Title : Director
Mandate : 26-4-2018- 28-4-2022
Represented by :
Juliame Christine 1.
Beigemsesteenweg 55 , 1850 Grimbergen, Belgium
VLINVLIN BV 0723.452.427
Lege Veldkantlaan 18, 2540 Hove, Belgium
Title : Director
Mandate : 25-4-2019- 27-4-2023
Represented by :
QI Lin 1.
Lege Veldkantlaan 18 , 2540 Hove, Belgium
DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT
The managing board declares that not a single audit or correction assignment has been given to a person not authorized to do so by law, pursuant to articles 34 and 37 of the law of 22 April 1999 concerning accounting and tax professions.
The annual accounts were / were not * or corrected by an external accountant or by a company auditor who is not the statutory auditor.
If affirmative, should be mentioned hereafter: surname, first names, profession and address of each external accountant or company auditor and their membership number at their Institute, as well as the nature of their assignment:
- A. Bookkeeping of the company **,
- B. Preparing the annual accounts **,
- C. Auditing the annual accounts and/or
- D. Correcting the annual accounts.
If the tasks mentioned under A or B are executed by certified accountants or certified bookkeepers - tax experts, the following information can be mentioned hereafter: surname, first names, profession and address of each certified accountant or certified bookkeeper-tax expert and their membership number at the Institute of Accounting professionals and Tax Experts, as well as the nature of their assignment.
| Surname, first names, profession and address | Membership number | Nature of the assignment (A, B, C and/or D) |
|---|---|---|
* Strike out what does not apply.
** Optional mention.
ANNUAL ACCOUNTS
BALANCE SHEET AFTER APPROPRIATION
| Notes | Codes | Period | Preceding period | |
|---|---|---|---|---|
| ASSETS | ||||
| FORMATION EXPENSES |
6.1 | 20 | ||
FIXED ASSETS |
21/28 | 873.292.809,85 | 850.000.317,41 | |
Intangible fixed assets |
6.2 | 21 | ||
Tangible fixed assets |
6.3 | 22/27 | 23.616,06 | 31.123,62 |
| Land and buildings | 22 | |||
| Plant, machinery and equipment | 23 | 103,20 | 185,76 | |
| Furniture and vehicles | 24 | 23.512,86 | 30.937,86 | |
| Leasing and other similar rights | 25 | |||
| Other tangible fixed assets | 26 | |||
| Assets under construction and advance payments | 27 | |||
| Financial fixed assets |
6.4 / 6.5.1 |
28 | 873.269.193,79 | 849.969.193,79 |
Affiliated Companies |
6.15 | 280/1 | 873.269.193,79 | 849.969.193,79 |
| Participating interests | 280 | 847.250.020,65 | 822.250.020,65 | |
| Amounts receivable | 281 | 26.019.173,14 | 27.719.173,14 | |
| Other companies linked by participating interests | 6.15 | 282/3 | ||
| Participating interests | 282 | |||
| Amounts receivable | 283 | |||
| Other financial fixed assets | 284/8 | |||
| Shares | 284 | |||
| Amounts receivable and cash guarantees | 285/8 | |||
| Notes | Codes | Period | Preceding period | |
|---|---|---|---|---|
| CURRENT ASSETS |
29/58 | 72.793.563,07 | 49.054.613,93 | |
Amounts receivable after more than one year |
29 | |||
Trade debtors |
290 | |||
| Other amounts receivable |
291 | |||
| Stocks and contracts in progress |
3 | |||
Stocks |
30/36 | |||
| Raw materials and consumables | 30/31 | |||
| Work in progress | 32 | |||
| Finished goods | 33 | |||
| Goods purchased for resale | 34 | |||
| Immovable property intended for sale | 35 | |||
| Advance payments | 36 | |||
| Contracts in progress | 37 | |||
| Amounts receivable within one year |
40/41 | 36.795.165,87 | 17.285.128,35 | |
Trade debtors |
40 | |||
| Other amounts receivable | 41 | 36.795.165,87 | 17.285.128,35 | |
| Current investments |
6.5.1 / 6.6 |
50/53 | ||
Own shares |
50 | |||
| Other investments | 51/53 | |||
| Cash at bank and in hand |
54/58 | 35.991.009,55 | 31.769.485,58 | |
Accruals and deferred income |
6.6 | 490/1 | 7.387,65 | |
| TOTAL ASSETS |
20/58 | 946.086.372,92 | 899.054.931,34 |
| Notes | Codes | Period | Preceding period | |
|---|---|---|---|---|
| EQUITY AND LIABILITIES | ||||
| EQUITY |
10/15 | 941.160.942,86 | 891.340.577,18 | |
| Contributions |
6.7.1 | 10/11 | 750.358.942,84 | 750.358.942,84 |
Capital |
10 | 657.456.850,68 | 657.456.850,68 | |
| Issued capital | 100 | 657.456.850,68 | 657.456.850,68 | |
| 4 Uncalled capital |
101 | |||
| Beyond capital | 11 | 92.902.092,16 | 92.902.092,16 | |
| Share premium account | 1100/10 | 92.902.092,16 | 92.902.092,16 | |
| Other | 1109/19 | |||
| Revaluation surpluses |
12 | |||
| Reserves |
13 | 10.110.616,84 | 7.058.043,56 | |
Reserves not available |
130/1 | 10.110.616,84 | 7.058.043,56 | |
| Legal reserve | 130 | 9.549.061,84 | 7.058.043,56 | |
| Reserves not available statutorily | 1311 | |||
| Purchase of own shares | 1312 | 561.555,00 | ||
| Financial support | 1313 | |||
| Other | 1319 | |||
| Untaxed reserves | 132 | |||
| Available reserves | 133 | |||
| Accumulated profits (losses) (+)/(-) |
14 | 180.691.383,18 | 133.923.590,78 | |
| Capital subsidies |
15 | |||
Advance to shareholders on the distribution of net 5 assets |
19 | |||
PROVISIONS AND DEFERRED TAXES |
16 | |||
Provisions for liabilities and charges |
160/5 | |||
Pensions and similar obligations |
160 | |||
Taxes |
161 | |||
| Major repairs and maintenance | 162 | |||
| Environmental obligations | 163 | |||
| Other liabilities and charges | 6.8 | 164/5 | ||
| Deferred taxes |
168 |
Amount to be deducted from the issued capital. 4
Amount to be deducted from the other components of equity. 5
| Notes | Codes | Period | Preceding period | |
|---|---|---|---|---|
| AMOUNTS PAYABLE |
17/49 | 4.925.430,06 | 7.714.354,16 | |
Amounts payable after more than one year |
6.9 | 17 | ||
Financial debts |
170/4 | |||
Subordinated loans |
170 | |||
| Unsubordinated debentures | 171 | |||
| Leasing and other similar obligations | 172 | |||
| Credit institutions | 173 | |||
| Other loans | 174 | |||
| Trade debts | 175 | |||
| Suppliers | 1750 | |||
| Bills of exchange payable | 1751 | |||
| Advance payments on contracts in progress | 176 | |||
| Other amounts payable | 178/9 | |||
| Amounts payable within one year | 6.9 | 42/48 | 4.897.322,86 | 7.714.354,16 |
Current portion of amounts payable after more than one year falling due within one year |
42 | |||
| Financial debts | 43 | |||
| Credit institutions | 430/8 | |||
| Other loans | 439 | |||
| Trade debts | 44 | 14.299,80 | 445.920,39 | |
| Suppliers | 440/4 | 14.299,80 | 445.920,39 | |
| Bills of exchange payable | 441 | |||
| Advance payments on contracts in progress | 46 | |||
| Taxes, remuneration and social security | 6.9 | 45 | 149.302,71 | 498.054,93 |
| Taxes | 450/3 | 116.067,00 | 474.802,00 | |
| Remuneration and social security | 454/9 | 33.235,71 | 23.252,93 | |
| Other amounts payable | 47/48 | 4.733.720,35 | 6.770.378,84 | |
| Accruals and deferred income |
6.9 | 492/3 | 28.107,20 | |
TOTAL LIABILITIES |
10/49 | 946.086.372,92 | 899.054.931,34 |
PROFIT AND LOSS ACCOUNT
| Notes | Codes | Period | Preceding period | |
|---|---|---|---|---|
| Operating income |
70/76A | 9.932.875,87 | 8.981.676,86 | |
Turnover |
6.10 | 70 | 9.920.344,33 | 8.975.365,31 |
| Stocks of finished goods and work and contracts in progress: increase (decrease) (+)/(-) |
71 | |||
| Produced fixed assets | 72 | |||
| Other operating income | 6.10 | 74 | 12.531,54 | 6.311,55 |
| Non-recurring operating income | 6.12 | 76A | ||
| Operating charges |
60/66A | 9.853.505,56 | 11.456.186,43 | |
Goods for resale, raw materials and consumables |
60 | |||
| Purchases | 600/8 | |||
| Stocks: decrease (increase) (+)/(-) | 609 | |||
| Services and other goods | 61 | 9.682.874,65 | 9.063.571,79 | |
| Remuneration, social security and pensions (+)/(-) | 6.10 | 62 | 162.728,20 | 170.919,72 |
| Amortisations of and other amounts written down on formation expenses, intangible and tangible fixed assets |
630 | 7.507,56 | 6.249,29 | |
| Amounts written down on stocks, contracts in progress and trade debtors: additions (write-backs) (+)/(-) |
6.10 | 631/4 | ||
| Provisions for liabilities and charges: appropriations (uses and write-backs) (+)/(-) |
6.10 | 635/8 | ||
| Other operating charges | 6.10 | 640/8 | 395,15 | 129.478,50 |
| Operating charges reported as assets under restructuring costs (-) |
649 | |||
| Non-recurring operating charges | 6.12 | 66A | 2.085.967,13 | |
| Operating profit (loss) (+)/(-) |
9901 | 79.370,31 | -2.474.509,57 |
| Notes | Codes | Period | Preceding period | |
|---|---|---|---|---|
| Financial income |
75/76B | 50.229.751,50 | 69.282.287,19 | |
Recurring financial income |
75 | 50.229.751,50 | 69.282.287,19 | |
| Income from financial fixed assets | 750 | 50.212.198,71 | 66.300.347,37 | |
| Income from current assets | 751 | 337,32 | 274.776,01 | |
| Other financial income | 6.11 | 752/9 | 17.215,47 | 2.707.163,81 |
| Non-recurring financial income | 6.12 | 76B | ||
| Financial charges |
6.11 | 65/66B | 488.756,13 | 2.224,21 |
Recurring financial charges |
65 | 488.756,13 | 2.224,21 | |
| Debt charges | 650 | 1.283,99 | 2.224,21 | |
| Amounts written down on current assets other than stocks, contracts in progress and trade debtors: additions (write-backs) (+)/(-) |
651 | |||
| Other financial charges | 652/9 | 487.472,14 | ||
| Non-recurring financial charges | 6.12 | 66B | ||
| Profit (Loss) for the period before taxes (+)/(-) |
9903 | 49.820.365,68 | 66.805.553,41 | |
| Transfer from deferred taxes | 780 | |||
Transfer to deferred taxes |
680 | |||
Income taxes on the result(+)/(-) |
6.13 | 67/77 | 967.392,03 | |
| Taxes | 670/3 | 967.392,03 | ||
| Adjustment of income taxes and write-back of tax provisions |
77 | |||
| Profit (Loss) of the period (+)/(-) |
9904 | 49.820.365,68 | 65.838.161,38 | |
| Transfer from untaxed reserves | 789 | |||
Transfer to untaxed reserves |
689 | |||
Profit (Loss) of the period available for appropriation (+)/(-) |
9905 | 49.820.365,68 | 65.838.161,38 |
APPROPRIATION ACCOUNT
| Profit (Loss) to be appropriated (+)/(-) |
|
|---|---|
| Profit (Loss) of the period available for appropriation (+)/(-) | |
| Profit (Loss) of the preceding period brought forward (+)/(-) | 14P |
| Transfers from equity |
|
| from contributions | 791 |
| from reserves | 792 |
| Appropriations to equity |
|
| to contributions | 691 |
| to legal reserve | |
| to other reserves | |
| Profit (loss) to be carried forward (+)/(-) |
(14) |
| Shareholders' contribution in respect of losses |
794 |
Profit to be distributed |
|
Compensation for contributions |
694 |
| Directors or managers | 695 |
| Employees | 696 |
| Other beneficiaries | 697 |
| Codes | Period | Preceding period |
|---|---|---|
| 9906 | 183.743.956,46 | 137.215.498,85 |
| (9905) | 49.820.365,68 | 65.838.161,38 |
| 14P | 133.923.590,78 | 71.377.337,47 |
| 791/2 | ||
| 791 | ||
| 792 | ||
| 691/2 | 3.052.573,28 | 3.291.908,07 |
| 691 | ||
| 6920 | 2.491.018,28 | 3.291.908,07 |
| 6921 | 561.555,00 | |
| (14) | 180.691.383,18 | 133.923.590,78 |
| 794 | ||
| 694/7 | ||
| 694 | ||
| 695 | ||
| 696 | ||
| Codes | Period | Preceding period | |
|---|---|---|---|
| PLANT, MACHINERY AND EQUIPMENT | |||
| Acquisition value at the end of the period |
8192P | xxxxxxxxxxxxxxx | 247,65 |
Movements during the period |
|||
| Acquisitions, including produced fixed assets | 8162 | ||
| Sales and disposals | 8172 | ||
| Transfers from one heading to another (+)/(-) | 8182 | ||
| Acquisition value at the end of the period |
8192 | 247,65 | |
Revaluation surpluses at the end of the period |
8252P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8212 | ||
| Acquisitions from third parties | 8222 | ||
| Cancelled | 8232 | ||
| Transferred from one heading to another (+)/(-) | 8242 | ||
| Revaluation surpluses at the end of the period |
8252 | ||
| Amortisations and amounts written down at the end of the period |
8322P | xxxxxxxxxxxxxxx | 61,89 |
Movements during the period |
|||
Recorded |
8272 | 82,56 | |
Written back |
8282 | ||
Acquisitions from third parties |
8292 | ||
| Cancelled owing to sales and disposals |
8302 | ||
| Transferred from one heading to another (+)/(-) | 8312 | ||
| Amortisations and amounts written down at the end of the period |
8322 | 144,45 | |
NET BOOK VALUE AT THE END OF THE PERIOD |
(23) | 103,20 |
| Codes | Period | Preceding period | |
|---|---|---|---|
| FURNITURE AND VEHICLES | |||
| Acquisition value at the end of the period |
8193P | xxxxxxxxxxxxxxx | 37.125,26 |
Movements during the period |
|||
| Acquisitions, including produced fixed assets | 8163 | ||
| Sales and disposals | 8173 | ||
| Transfers from one heading to another (+)/(-) | 8183 | ||
| Acquisition value at the end of the period |
8193 | 37.125,26 | |
Revaluation surpluses at the end of the period |
8253P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8213 | ||
| Acquisitions from third parties | 8223 | ||
| Cancelled | 8233 | ||
| Transfers from one heading to another (+)/(-) | 8243 | ||
| Revaluation surpluses at the end of the period |
8253 | ||
| Amortisations and amounts written down at the end of the period |
8323P | xxxxxxxxxxxxxxx | 6.187,40 |
Movements during the period |
|||
Recorded |
8273 | 7.425,00 | |
Written back |
8283 | ||
Acquisitions from third parties |
8293 | ||
| Cancelled owing to sales and disposals | 8303 | ||
| Transfers from one heading to another (+)/(-) | 8313 | ||
| Amortisations and amounts written down at the end of the period |
8323 | 13.612,40 | |
NET BOOK VALUE AT THE END OF THE PERIOD |
(24) | 23.512,86 |
STATEMENT OF FINANCIAL FIXED ASSETS
| Codes | Period | Preceding period | |
|---|---|---|---|
| AFFILIATED COMPANIES - PARTICIPATING INTERESTS AND SHARES |
|||
| Acquisition value at the end of the period |
8391P | xxxxxxxxxxxxxxx | 822.250.020,65 |
Movements during the period |
|||
| Acquisitions | 8361 | 25.000.000,00 | |
| Sales and disposals | 8371 | ||
| Transfers from one heading to another (+)/(-) | 8381 | ||
| Acquisition value at the end of the period |
8391 | 847.250.020,65 | |
Revaluation surpluses at the end of the period |
8451P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8411 | ||
| Acquisitions from third parties | 8421 | ||
| Cancelled | 8431 | ||
| Transferred from one heading to another (+)/(-) | 8441 | ||
| Revaluation surpluses at the end of the period | 8451 | ||
Amounts written down at the end of the period |
8521P | xxxxxxxxxxxxxxx | |
Movements during the period |
|||
| Recorded | 8471 | ||
| Written back | 8481 | ||
| Acquisitions from third parties | 8491 | ||
| Cancelled owing to sales and disposals | 8501 | ||
| Transferred from one heading to another (+)/(-) | 8511 | ||
| Amounts written down at the end of the period |
8521 | ||
Uncalled amounts at the end of the period |
8551P | xxxxxxxxxxxxxxx | |
Movements during the period (+)/(-) |
8541 | ||
| Uncalled amounts at the end of the period | 8551 | ||
NET BOOK VALUE AT THE END OF THE PERIOD |
(280) | 847.250.020,65 | |
AFFILIATED COMPANIES - AMOUNTS RECEIVABLE |
|||
| NET BOOK VALUE AT THE END OF THE PERIOD | 281P | xxxxxxxxxxxxxxx | 27.719.173,14 |
Movements during the period |
|||
| Appropriations | 8581 | 23.300.000,00 | |
| Repayments | 8591 | ||
| Amounts written down | 8601 | ||
| Amounts written back | 8611 | ||
| Exchange differences (+)/(-) | 8621 | ||
| Other movements (+)/(-) | 8631 | -25.000.000,00 | |
| NET BOOK VALUE AT THE END OF THE PERIOD |
(281) | 26.019.173,14 | |
ACCUMULATED AMOUNTS WRITTEN DOWN ON AMOUNTS RECEIVABLE AT END OF THE PERIOD |
8651 |
PARTICIPATING INTERESTS INFORMATION
PARTICIPATING INTERESTS AND OTHER RIGHTS IN OTHER COMPANIES
The following list mentions the companies in which the company holds a participating interest (recorded in headings 280 and 282 of assets), as well as the companies in which the company holds rights (recorded in headings 284 and 51/53 of assets) for an amount of at least 10% of the capital, the equity or a class of shares of the company.
| NAME, full address of the REGISTERED | Rights held | Data extracted from the most recent annual accounts | ||||||
|---|---|---|---|---|---|---|---|---|
| OFFICE and, for an entity governed by Belgian law, the COMPANY |
Directly | Subs idiaries |
Annual | Cur | Equity | Net result | ||
| REGISTRATION NUMBER | Nature | Number | % | % | accounts as per |
rency code |
(+) or (-) (in units) |
|
| X-FAB SEMICONDUCTOR FOUNDRIES AG HAARBERGSTRASSE 67 99097 ERFURT Germany |
31/12/2019 | EUR | 363.769.176 | 5.163.264 | ||||
| X-FAB SARAWAK SDH. BDH. SILICON DRIVE 1 93350 KUCHING Malaysia |
REGISTERED SHARES |
21.564.560 | 97,20 | 2,80 | 31/12/2019 | USD | 318.355.411 | 88.262.529 |
| X-FAB JAPAN KK SHIN YOKOHAMA DAINI CENTER BUILDING 10F 3-19-5 SHIN YOKOHAMA Japan |
REGISTERED SHARES |
2.184.594.83 5 |
100,00 | 0,00 | 31/12/2019 | USD | -1.283.483 | 13.171 |
| X-FAB MEMS FOUNDRY GMBH Haarbergstrasse 67 99097 ERFURT Germany |
REGISTERED SHARES |
160 | 100,00 | 0,00 | 31/12/2019 | EUR | 26.697.680 | -7.225.781 |
| X-Fab France SAS NV Rue du Faubourg Saint Honore 72 75008 Parijs France |
REGISTERED SHARES |
0 | 100,00 | 0,00 | 31/12/2019 | EUR | 76.528.264 | -49.858.296 |
| REGISTERED SHARES |
60.574.261 | 100,00 | 0,00 |
STATEMENT OF CAPITAL AND SHAREHOLDERS' STURCTURE
| STATEMENT OF CAPITAL | Period | Preceding period | |
|---|---|---|---|
| Capital | |||
| Issued capital at the end of the period | 100P | XXXXXXXXXXXXXX | 657.456.850,68 |
| Issued capital at the end of the period | (100) | 657.456.850,68 | |
| Codes | Period | Number of shares | |
Modifications during the period
Composition of the capital Share types
| Registered shares |
|---|
| Shares dematerialized |
| Shares without nominal value. | 657.456.850,68 | 130.781.669 | |
|---|---|---|---|
| Registered shares | 8702 | XXXXXXXXXXXXXX | 76.089.834 |
| Shares dematerialized | 8703 | XXXXXXXXXXXXXX | 54.691.835 |
| Codes | Uncalled amount | Called up amount, unpaid |
| Codes | Uncalled amount | Called up amount, unpaid | |
|---|---|---|---|
| Unpaid capital | |||
| Uncalled capital | (101) | XXXXXXXXXXXXXX | |
| Called up capital, unpaid | 8712 | XXXXXXXXXXXXXX | |
| Shareholders that still need to pay up in full | |||
| Codes | Period | |
|---|---|---|
| Own shares | ||
| Held by the company itself | ||
| Amount of capital held |
8721 | |
Number of shares |
8722 | |
Held by a subsidiary |
||
| Amount of capital held |
8731 | 561.555,00 |
Number of shares |
8732 | 149.748 |
| Commitments to issuing shares | ||
| Owing to the exercise of conversion rights | ||
| Amount of outstanding convertible loans |
8740 | |
Amount of capital to be subscribed |
8741 | |
Corresponding maximum number of shares to be issued |
8742 | |
Owing to the exercise of subscription rights |
||
| Number of outstanding subscription rights |
8745 | |
Amount of capital to be subscribed |
8746 | |
Corresponding maximum number of shares to be issued |
8747 | |
Authorised capital not issued |
8751 |
| Codes | Period | |
|---|---|---|
| Shares issued, non-representing capital | ||
| Distribution | ||
| Number of shares |
8761 | |
Number of voting rights attached thereto |
8762 | |
Allocation by shareholder |
||
| Number of shares held by the company itself |
8771 | |
Number of shares held by its subsidiaries |
8781 | |
ADDITIONAL NOTES REGARDING CONTRIBUTIONS (INCLUDING CONTRIBUTIONS IN THE FORM OF SERVICES OR KNOW-HOW)
| Period | |
|---|---|
SHAREHOLDERS' STRUCTURE OF THE COMPANY AT YEAR-END CLOSING DATE
As reflected in the notifications received by the company pursuant to article 7:225 of the Belgian Companies and Associations Code, article 14 fourth paragraph of the law of 2 May 2007 on the publication of major holdings and article 5 of the Royal Decree of 21 August 2008 on further rules for certain multilateral trading facilities.
| NAME AND ADDRESS | Kind of shares | Total voting rights |
$\frac{9}{6}$ |
|---|---|---|---|
| XTRION NV TRANSPORTSTRAAT 1 3980 TESSENDERLO 0878.389.438 |
Registered shares Dematerialized shares |
61.141.179 2.192.384 |
48.4 |
| SARAWAK TECHNOLOGY HOLDINGS Sdn. Bhd., MALAYSIA |
Registered shares | 14.948.655 | 11,4 |
| OTHERS (Private & Public) | Registered shares / Dematerialized shares |
52.499.451 | 40,2 |
STATEMENT OF AMOUNTS PAYABLE AND ACCRUALS AND DEFERRED INCOME (LIABILITIES)
| Codes | Period | |
|---|---|---|
| BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL TERM OF MORE THAN ONE YEAR, ACCORDING TO THEIR RESIDUAL MATURITY |
||
| Current portion of amounts payable after more than one year falling due within one year | ||
| Financial debts | 8801 | |
| Subordinated loans | 8811 | |
| Unsubordinated debentures | 8821 | |
| Leasing and other similar obligations | 8831 | |
| Credit institutions | 8841 | |
| Other loans | 8851 | |
| Trade debts ……………………………………………………………………………………………… | 8861 | |
| Suppliers | 8871 | |
| Bills of exchange payable | 8881 | |
| Advance payments on contracts in progress | 8891 | |
| Other amounts payable | 8901 | |
| Total current portion of amounts payable after more than one year falling due within one year | (42) | |
| Amounts payable with a remaining term of more than one year, yet less than 5 years | ||
| Financial debts | 8802 | |
| Subordinated loans | 8812 | |
| Unsubordinated debentures | 8822 | |
| Leasing and other similar obligations | 8832 | |
| Credit institutions | 8842 | |
| Other loans | 8852 | |
| Trade debts ……………………………………………………………………………………………… | 8862 | |
| Suppliers | 8872 | |
| Bills of exchange payable | 8882 | |
| Advance payments on contracts in progress | 8892 | |
| Other amounts payable | 8902 | |
| Total amounts payable with a remaining term of more than one year, yet less than 5 years Amounts payable with a remaining term of more than 5 years |
8912 | |
| Financial debts | 8803 | |
| Subordinated loans | 8813 | |
| Unsubordinated debentures | 8823 | |
| Leasing and other similar obligations | 8833 | |
| Credit institutions | 8843 | |
| Other loans | 8853 | |
| Trade debts | 8863 | |
| Suppliers ……………………………………………………………………………………………… | 8873 | |
| Bills of exchange payable | 8883 | |
| Advance payments on contracts in progress | 8893 | |
| Other amounts payable | 8903 | |
| Amounts payable with a remaining term of more than 5 years | 8913 |
| Codes | Period | |
|---|---|---|
| AMOUNTS PAYABLE GUARANTEED (included in accounts 17 and 42/48 of liabilities) | ||
| Amounts payable guaranteed by the Belgian government agencies | ||
| Financial debts | 8921 | |
| Subordinated loans ……………………………………………………………………………………………… | 8931 | |
| Unsubordinated debentures | 8941 | |
| Leasing and other similar obligations | 8951 | |
| Credit institutions | 8961 | |
| Other loans | 8971 | |
| Trade debts | 8981 | |
| Suppliers ……………………………………………………………………………………………… | 8991 | |
| Bills of exchange payable | 9001 | |
| Advance payments on contracts in progress | 9011 | |
| Remuneration and social security | 9021 | |
| Other amounts payable | 9051 | |
| Total of the amounts payable guaranteed by the Belgian government agencies | 9061 | |
| Amounts payable guaranteed by real securities given or irrevocably promised by the company on its own assets |
||
| Financial debts | 8922 | |
| Subordinated loans | 8932 | |
| Unsubordinated debentures | 8942 | |
| Leasing and other similar obligations | 8952 | |
| Credit institutions ……………………………………………………………………………………………… | 8962 | |
| Other loans ……………………………………………………………………………………………… | 8972 | |
| Trade debts | 8982 | |
| Suppliers | 8992 | |
| Bills of exchange payable | 9002 | |
| Advance payments on contracts in progress | 9012 | |
| Taxes, remuneration and social security | 9022 | |
| Taxes ……………………………………………………………………………………………… | 9032 | |
| Remuneration and social security | 9042 | |
| Other amounts payable | 9052 | |
| Total amounts payable guaranteed by real securities given or irrevocably promised by the company on its own assets |
9062 |
| Codes | Period | |
|---|---|---|
| TAXES, REMUNERATION AND SOCIAL SECURITY | ||
| Taxes (headings 450/3 and 178/9 of liabilities) | ||
| Outstanding tax debts | 9072 | |
| Accruing taxes payable | 9073 | |
| Estimated taxes payable | 450 | 116.067.00 |
| Remuneration and social security (headings 454/9 and 178/9 of liabilities) | ||
| Amounts due to the National Social Security Office | 9076 | |
| Other amounts payable in respect of remuneration and social security | 9077 | 33.235.71 |
$\mathbf +$
ACCRUALS AND DEFERRED INCOME
Allocation of heading 492/3 of liabilities if the amount is significant
Period
OPERATING RESULTS
| Codes | Period | Preceding period | |
|---|---|---|---|
| OPERATING INCOME | |||
| Net turnover | |||
| Allocation by categories of activity | |||
| Allocation by geographical market | |||
| Other operating income | |||
| Operating subsidies and compensatory amounts received from public authorities |
740 | ||
| OPERATING CHARGES | |||
| Employees for whom the company submitted a DIMONA declaration or who are recorded in the general personnel register |
|||
| Total number at the closing date | 9086 | 1 | 2 |
| Average number of employees calculated in full-time equivalents | 9087 | 1,5 | 2,0 |
| Number of actual hours worked | 9088 | 2.614 | 3.754 |
| Personnel costs | |||
| Remuneration and direct social benefits | 620 | 137.718,62 | 137.133,19 |
| Employers' contribution for social security | 621 | 25.009,58 | 33.786,53 |
| Employers' premiums for extra statutory insurance | 622 | ||
| Other personnel costs | 623 | ||
| Retirement and survivors' pensions | 624 | ||
| Codes | Period | Preceding period | |
|---|---|---|---|
| Provisions for pensions and similar obligations | |||
| Appropriations (uses and write-backs) (+)/(-) | 635 | ||
| Depreciations | |||
| On stock and contracts in progress | |||
| Recorded | 9110 | ||
| Written back | 9111 | ||
| On trade debtors | |||
| Recorded | 9112 | ||
| Written back | 9113 | ||
| Provisions for liabilities and charges | |||
| Appropriations | 9115 | ||
| Uses and write-backs | 9116 | ||
| Other operating charges | |||
| Taxes related to operation | 640 | 395,15 | 129.478,50 |
| Other | 641/8 | ||
| Hired temporary staff and personnel placed at the company's disposal |
|||
| Total number at the closing date | 9096 | ||
| Average number calculated in full-time equivalents | 9097 | ||
| Number of actual hours worked | 9098 | ||
| Costs to the company | 617 | ||
| N°. | 0882.390.885 | C-c 6.11 | |
|---|---|---|---|
| ----- | -------------- | -- | ---------- |
FINANCIAL RESULTS
| Codes | Period | Preceding period | |
|---|---|---|---|
| RECURRING FINANCIAL INCOME | |||
| Other financial income | |||
| Subsidies paid by public authorities, added to the profit and loss account |
|||
| Capital subsidies | 9125 | ||
| Interest subsidies | 9126 | ||
Allocation of other financial income |
|||
| Exchange differences realized | 754 | 17.215,47 | 1.981.753,00 |
| Other | |||
| Unrealised exchange rate gain | 725.411,00 | ||
| RECURRING FINANCIAL CHARGES | |||
| Depreciation of loan issue expenses |
6501 | ||
Capitalised interests |
6502 | ||
Depreciations on current assets |
|||
| Recorded | 6510 | ||
| Written back | 6511 | ||
| Other financial charges | |||
| Amount of the discount borne by the company, as a result of negotiating amounts receivable |
653 | ||
| Provisions of a financial nature | |||
| Appropriations | 6560 | ||
| Uses and write-backs | 6561 | ||
| Allocation of other financial costs | |||
| Exchange differences realized | 654 | ||
| Results from the conversion of foreign currencies | 655 | ||
| Other | |||
| Unrealised exchange rate loss | 487.472,14 |
INCOME AND CHARGES OF EXCEPTIONAL SIZE OR FREQUENCY
| Codes | Period | Preceding period | |
|---|---|---|---|
| NON-RECURRING INCOME |
76 | ||
| Non-recurring operating income |
(76A) | ||
Write-back of depreciation and of amounts written off intangible and tangible fixed assets |
760 | ||
| Write-back of provisions for extraordinary operating liabilities and charges |
7620 | ||
| Capital profits on disposal of intangible and tangible fixed assets | 7630 | ||
| Other non-recurring operating income | 764/8 | ||
| Non-recurring financial income |
(76B) | ||
Write-back of amounts written down financial fixed assets |
761 | ||
| Write-back of provisions for extraordinary financial liabilities and charges |
7621 | ||
| Capital profits on disposal of financial fixed assets | 7631 | ||
| Other non-recurring financial income | 769 | ||
| NON-RECURRING CHARGES |
66 | 2.085.967,13 | |
Non-recurring operating charges |
(66A) | 2.085.967,13 | |
Non-recurring depreciation of and amounts written off formation expenses, intangible and tangible fixed assets |
660 | ||
| Provisions for extraordinary operating liabilities and charges: appropriations (uses) (+)/(-) |
6620 | ||
| Capital losses on disposal of intangible and tangible fixed assets | 6630 | ||
| Other non-recurring operating charges | 664/7 | 2.085.967,13 | |
Non-recurring operating charges carried to assets as restructuring costs (-) |
6690 | ||
| Non-recurring financial charges |
(66B) | ||
Amounts written off financial fixed assets |
661 | ||
| Provisions for extraordinary financial liabilities and charges - appropriations (uses) (+)/(-) |
6621 | ||
| Capital losses on disposal of financial fixed assets | 6631 | ||
| Other non-recurring financial charges | 668 | ||
| Non-recurring financial charges carried to assets as restructuring costs (-) |
6691 |
TAXES
Period
| Codes | Period | |
|---|---|---|
| INCOME TAXES | ||
| Income taxes on the result of the period |
9134 | |
Income taxes paid and withholding taxes due or paid |
9135 | |
| Excess of income tax prepayments and withholding taxes paid recorded under assets | 9136 | |
| Estimated additional taxes | 9137 | |
| Income taxes on the result of prior periods |
9138 | |
Additional income taxes due or paid |
9139 | |
| Additional income taxes estimated or provided for | 9140 | |
| Major reasons for the differences between pre-tax profit, as it results from the annual accounts, and estimated taxable profit |
||
| Disallowed expenses | 6.000,00 | |
| DRD | 50.000.000,00 | |
Influence of non-recurring results on income taxes on the result of the period
| Codes | Period | |
|---|---|---|
| Sources of deferred taxes | ||
| Deferred taxes representing assets | 9141 | |
| Accumulated tax losses deductible from future taxable profits | 9142 | |
| Other deferred taxes representing assets Other |
173.500,00 | |
| Deferred taxes representing liabilities | 9144 | |
| Allocation of deferred taxes representing liabilities |
| Codes | Period | Preceding period | |
|---|---|---|---|
| VALUE-ADDED TAXES AND TAXES BORNE BY THIRD PARTIES | |||
| Value-added taxes charged | |||
| To the company (deductible) | 9145 | 1.959.844,51 | 816.176,57 |
| By the company | 9146 | 1.816.141,01 | 639.555,20 |
| Amounts withheld on behalf of third party by way of | |||
| Payroll withholding taxes | 9147 | 54.400,40 | 57.063,18 |
| Withholding taxes on investment income | 9148 |
RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET
| Codes | Period | |
|---|---|---|
| PERSONAL GUARANTEES PROVIDED OR IRREVOCABLY PROMISED BY THE COMPANY AS SECURITY FOR DEBTS AND COMMITMENTS OF THIRD PARTIES |
9149 | 89.700.000,00 |
Of which |
||
Bills of exchange in circulation endorsed by the company |
9150 | |
| Bills of exchange in circulation drawn or guaranteed by the company | 9151 | |
| Maximum amount for which other debts or commitments of third parties are guaranteed by the company |
9153 | 89.700.000,00 |
| REAL GUARANTEES | ||
| Real guarantees provided or irrevocably promised by the company on its own assets as security of debts and commitments of the company |
||
| Mortgages | ||
| Book value of the immovable properties mortgaged | 91611 | |
| Amount of registration | 91621 | |
| For irrevocable mortgage mandates, the amount for which the agent can take registration |
91631 | |
| Pledging of goodwill | ||
| Maximum amount up to which the debt is secured and which is the subject of registration |
91711 | |
| For irrevocable mandates to pledge goodwill, the amount for which the agent can take the inscription |
91721 | |
| Pledging of other assets or irrevocable mandates to pledge other assets | ||
| Book value of the immovable properties mortgaged | 91811 | |
| Maximum amount up to which the debt is secured | 91821 | |
| Guarantees provided or irrevocably promised on future assets | ||
| Amount of assets in question | 91911 | |
| Maximum amount up to which the debt is secured | 91921 | |
| Vendor's privilege | ||
| Book value of sold goods | 92011 | |
| Amount of the unpaid price | 92021 |
| Codes | Period | |
|---|---|---|
| Real guarantees provided or irrevocably promised by the company on its own assets as security of debts and commitments of third parties |
||
| Mortgages | ||
| Book value of the immovable properties mortgaged | 91612 | |
| Amount of registration | 91622 | |
| For irrevocable mortgage mandates, the amount for which the agent can take registration |
91632 | |
| Pledging of goodwill | ||
| Maximum amount up to which the debt is secured and which is the subject of registration | 91712 | |
| For irrevocable mandates to pledge goodwill, the amount for which the agent can take the inscription |
91722 | |
| Pledging of other assets or irrevocable mandates to pledge other assets | ||
| Book value of the immovable properties mortgaged | 91812 | |
| Maximum amount up to which the debt is secured | 91822 | |
| Guarantees provided or irrevocably promised on future assets | ||
| Amount of assets in question | 91912 | |
| Maximum amount up to which the debt is secured | 91922 | |
| Vendor's privilege | ||
| Book value of sold goods | 92012 | |
| Amount of the unpaid price | 92022 |
| Codes | Period | |
|---|---|---|
| GOODS AND VALUES, NOT REFLECTED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR OWN NAME BUT FOR THE BENEFIT AND AT THE RISK OF THE COMPANY |
||
| SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS | ||
| SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS | ||
| FORWARD TRANSACTIONS | ||
| Goods purchased (to be received) |
9213 | |
Goods sold (to be delivered) |
9214 | |
Currencies purchased (to be received) |
9215 | |
Currencies sold (to be delivered) |
9216 | |
Period COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES
| N°. | 0882.390.885 | C-c 6.14 | ||
|---|---|---|---|---|
| AMOUNT, NATURE AND FORM CONCERNING LITIGATION AND OTHER IMPORTANT COMMITMENTS | Period | |||
| MEMBERS | Brief description Measures taken to cover the related charges |
SETTLEMENT REGARDING THE COMPLEMENTARY RETIREMENT OR SURVIVORS' PENSION FOR PERSONNEL AND BOARD | ||
| Code | Period | |||
| PENSIONS FUNDED BY THE COMPANY ITSELF Methods of estimation |
Estimated amount of the commitments resulting from past services |
9220 | ||
| the balance sheet or income statement | NATURE AND FINANCIAL IMPACT OF SIGNIFICANT EVENTS AFTER THE CLOSING DATE not reflected in | Period | ||
| SALE OR PURCHASE | COMMITMENTS TO PURCHASE OR SALE AVAILABLE TO THE COMPANY AS ISSUER OF OPTIONS FOR | Period | ||
| REFLECTED IN THE BALANCE SHEET | NATURE, COMMERCIAL OBJECTIVE AND FINANCIAL CONSEQUENCES OF TRANSACTIONS NOT If the risks and benefits resulting from such transactions are of any meaning and if publishing such risks and benefits is necessary to appreciate the financial situation of the company |
Period | ||
| cannot be calculated) | OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET (including those that | Period | ||
| support and to guarantee the continuity. | X-FAB SE has signed a comfort letter for X-FAB France SAS and X-FAB MEMS Foundry GmbH for financial |
RELATIONSHIPS WITH AFFILIATED COMPANIES, ASSOCIATED COMPANIES AND OTHER COMPANIES LINKED BY PARTICIPATING INTERESTS
| Codes | Period | Preceding period | |
|---|---|---|---|
| AFFILIATED COMPANIES | |||
| Financial fixed assets |
(280/1) | 873.269.193,79 | 849.969.193,79 |
Participating interests |
(280) | 847.250.020,65 | 822.250.020,65 |
| Subordinated amounts receivable | 9271 | ||
| Other amounts receivable | 9281 | 26.019.173,14 | 27.719.173,14 |
| Amounts receivable | 9291 | 36.278.747,75 | 16.880.628,67 |
Over one year |
9301 | ||
| Within one year | 9311 | 36.278.747,75 | 16.880.628,67 |
| Current investments |
9321 | ||
Shares |
9331 | ||
| Amounts receivable | 9341 | ||
| Amounts payable | 9351 | 4.733.720,35 | 7.072.623,45 |
Over one year |
9361 | ||
| Within one year | 9371 | 4.733.720,35 | 7.072.623,45 |
| Personal and real guarantees | |||
| Provided or irrevocably promised by the company as security for debts or commitments of affiliated companies |
9381 | ||
| Provided or irrevocably promised by affiliated companies as security for debts or commitments of the company |
9391 | ||
| Other significant financial commitments | 9401 | ||
Financial results |
|||
| Income from financial fixed assets | 9421 | 50.212.198,71 | 65.871.921,04 |
Income from current assets |
9431 | 270.445,64 | |
Other financial income |
9441 | 17.215,47 | 2.707.163,81 |
Debt charges |
9461 | 1.283,99 | 2.224,21 |
Other financial charges |
9471 | 487.472,14 | |
Disposal of fixed assets |
|||
| Capital profits realised |
9481 | ||
Capital losses realised |
9491 | ||
RELATIONSHIPS WITH AFFILIATED COMPANIES, ASSOCIATED COMPANIES AND OTHER COMPANIES
LINKED BY PARTICIPATING INTERESTS
| Codes | Period | Preceding period | |
|---|---|---|---|
| ASSOCIATED COMPANIES | |||
| Financial fixed assets | 9253 | ||
| Participating interests | 9263 | ||
| Subordinated amounts receivable | 9273 | ||
| Other amounts receivable | 9283 | ||
| Amounts receivable | 9293 | ||
| Over one year | 9303 | ||
| Within one year | 9313 | ||
| Amounts payable | 9353 | ||
| Over one year | 9363 | ||
| Within one year | 9373 | ||
| Personal and real guarantees | |||
| Provided or irrevocably promised by the company as security for debts or commitments of affiliated companies |
9383 | ||
| Provided or irrevocably promised by affiliated companies as security for debts or commitments of the company |
9393 | ||
| Other significant financial commitments | 9403 | ||
| COMPANIES LINKED BY PARTICIPATING INTERESTS | |||
| Financial fixed assets | 9252 | ||
| Participating interests | 9262 | ||
| Subordinated amounts receivable | 9272 | ||
| Other amounts receivable | 9282 | ||
| Amounts receivable | 9292 | ||
| Over one year | 9302 | ||
| Within one year | 9312 | ||
| Amounts payable | 9352 | ||
| Over one year | 9362 | ||
| Within one year | 9372 | ||
RELATIONSHIPS WITH AFFILIATED COMPANIES, ASSOCIATED COMPANIES AND OTHER COMPANIES LINKED BY PARTICIPATING INTERESTS
TRANSACTIONS WITH AFFILIATED PARTIES BEYOND NORMAL MARKET CONDITIONS
Mention of these transactions if they are significant, including the amount of the transactions, the nature of the link, and all information about the transactions that should be necessary to get a better understanding of the financial situation of the company
Due to the absence of legal criteria to assess the related party transactions at market conditions, no information can be given.
FINANCIAL RELATIONSHIPS WITH
| Codes | Period | |
|---|---|---|
| DIRECTORS AND MANAGERS, INDIVIDUALS OR LEGAL PERSONS WHO CONTROL THE COMPANY DIRECTLY OR INDIRECTLY WITHOUT BEING ASSOCIATED THEREWITH, OR OTHER COMPANIES CONTROLLED DIRECTLY OR INDIRECTLY BY THESE PERSONS |
||
| Amounts receivable from these persons | 9500 | |
Principal conditions regarding amounts receivable, rate of interest, duration, any amounts repaid, cancelled or written off |
||
| Guarantees provided in their favour | 9501 | |
Other significant commitments undertaken in their favour |
9502 | |
Amount of direct and indirect remunerations and pensions, reflected in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person |
||
| To directors and managers | 9503 | |
| To former directors and former managers | 9504 | |
| Codes | Period | |
|---|---|---|
| THE AUDITOR(S) AND THE PERSONS WHOM HE (THEY) IS (ARE) COLLABORATING WITH |
||
| Auditors' fees |
9505 | 129.400,00 |
| Fees for exceptional services or special assignments executed within the company by the auditor |
||
| Other audit assignments |
95061 | 23.550,00 |
Tax consultancy assignments |
95062 | |
Other assignments beyondthe audit |
95063 | |
| Fees for exceptional services or special assignments executed within the company by people the auditor(s) is (are collaborating with |
||
| Other audit assignments |
95081 | |
Tax consultancy assignments |
95082 | |
Other assignments beyondthe audit |
95083 | |
Mentions related to article 3:64, § 2 and § 4 of the Belgian Companies and Associations Code
DECLARATION WITH REGARD TO THE CONSOLIDATED ANNUAL ACCOUNTS
INFORMATION TO DISCLOSE BY EACH COMPANY GOVERNED BY THE BELGIAN COMPANIES AND ASSOCIATIONS CODE ON THE CONSOLIDATED ANNUAL ACCOUNTS
The company has prepared and published consolidated annual accounts and a consolidated annual report*
The company has not prepared consolidated annual accounts and a consolidated annual report, because of an exemption for the following reason(s)*
The company and its subsidiaries exceed, on a consolidated basis, not more than one of the criteria mentioned in article 1:26 of the Belgian Companies and Associations Code*
The company only has subsidiaries that, considering the evaluation of the consolidated capital, the consolidated financial position or the consolidated result, individually or together, are of negligible interestError! Bookmark not defined. (article 3:23 of the Belgian Companies and Associations Code)
The company itself is a subsidiary of a parent company that prepares and publishes consolidated annual accounts, in which the annual accounts are integrated by consolidation*
INFORMATION TO BE PROVIDED BY THE COMPANY IN CASE IT IS A SUBSIDIARY OR A JOINT SUBSIDIARY
Name, full address of the registered office and, if it concerns companies under Belgian law, the company registration number of the parent company(ies) and the indication if this (these) parent company(ies) prepares (prepare) and publishes (publish) consolidated annual accounts, in which the annual accounts are included by means of consolidation**:
XTRION NV
Transportstraat 1
3980 Tessenderlo, Belgium
0878.389.438
The enterprise draws up consolidated annual accounts data for the major part of the enterprise
If the parent company(ies) is (are) (a) company(ies) governed by foreign law, the location where the abovementioned annual accounts are available**:
* Strike out what does not apply.
** Where the annual accounts of the company are consolidated at different levels, the information should be given, on the one hand at the highest and on the other at the lowest level of companies of which the company is a subsidiary and for which consolidated accounts are prepared and published.
ANNUAL REPORT
X-Fab Silicon Foundries
Societas Europæa
Public European limited company
Transportstraat 1
3980 Tessenderlo
Register Legal Persons Hasselt 0882.390.885
ANNUAL REPORT CONCERNING THE FINANCIAL YEAR ENDED AT DECEMBER 31, 2020
According legal requirements, we have the honour to report to you on the economic situation of the company concerning the financial year covering the period from January 1st, 2020 till December 31st, 2020.
This Annual Report and also the Annual Accounts will be made available to you.
$\mathbf{1}$ Comments on the Annual Accounts
X-FAB Silicon Foundries SE was founded on July 5th, 2006 as X-FAB Silicon Foundries NV. On November 4th, 2011 it changed its form to a European Company (Societas Europaea/SE). The company currently still takes the form of a European Company and acts as a holding company, mainly investing in 'pure-play semiconductor wafer' companies. The registered office of the company is located at Transportstraat 1, 3980 Tessenderlo, Belgium.
These comments are based on the balance sheet after appropriation and are consequently valid under reservation of approval of the proposed appropriation by the ordinary general meeting.
The draft of the annual accounts has been drawn up in accordance with the provisions of the Royal Decree of 29 April, 2019 concerning the implementation of the Companies and Associations Code and in accordance with the special legal and regulatory provisions applying to the Company.
The company realized a turnover of 10 mio EUR. The total turnover increased by 10,5% compared to 2019.
The operating gain in 2020 amounted to 80 thousand EUR, while the operating loss last year was 2,5 mio EUR. This change can mainly be attributed to, on the one hand, a decrease of non-recurring operating expenses amounting to 2,1 mio Euro and on the other hand, on an increased Turnover of 1 mio EUR.
The profit to be appropriated for this financial year amounts to 49,8 mio EUR since the financial result is positive by 49,7 mio EUR. This positive result is mainly attributable to the dividend payment by X-FAB Sarawak Sdn. Bhd. Together with the Profit to be carried forward from the previous financial year (133,9 mio EUR), the total Profit to be appropriated amounts to 183,7 mio EUR.
The total balance sheet increased with 47 mio EUR.
$\mathbf{1}$
ANNUAL REPORT
The Financial fixed assets increased with 23,3 mio EUR. The Current assets increased with 23,7 mio EUR as a result of the increase in Other amounts receivable with 19,5 mio EUR on the one hand and an increase in Cash at bank and in hand of 4,2 mio EUR on the other hand.
At the Equity and liabilities side, the total increase of 47 mio EUR can mainly be attributed to an increase in Issued capital as a result of a profit to be appropriated of the financial year for an amount of 49,8 mio EUR. Furthermore, the Amounts payable within one year decreased with 2,8 mio EUR.
$2.$ Appropriation of the results
The Board of Directors proposes to present the profit to be appropriated of 183.743.956 EUR as follows:
| Dividends | 0 EUR |
|---|---|
| - Tranfer to legal reserves | 2.491.018 EUR |
| - Transfer to other reserves | 561.555 EUR |
| Profit to be carried forward | 180.691.383 EUR |
3. Important events after the closing of the financial year
After the close of 2020, there have been no major events that would require disclosure.
4. Research and Development
The research and development expenses made during the financial year by the X-FAB group are described in section 6.3 of chapter 5 of the consolidated report.
5. Branch Offices
The company has no branch offices.
6. Information about the circumstances that could have a considerable impact on the development of the company
We do not expect any circumstances that could have a considerable impact on the evolution of our company.
7. Risks and uncertainties related to the company and its subsidiaries
An investment in shares involves risks and uncertainties. Prior to making a decision to invest in shares of X-FAB, the information provided in this annual report and, in particular, the risks and uncertainties described below should be read and considered carefully. The occurrence of any of these risks could adversely affect the Company's business, results of operations, and/or financial condition.
Risks relating to X-FAB's business and the semiconductor industry
ANNUAL REPORT
X-FAB may face increasing competition.
Although X-FAB operates in a narrow market segment within the broader semiconductor manufacturing industry, the Group faces competition from other semiconductor producers, some of which have greater manufacturing, financial, research and development, and marketing resources than X-FAB does. In the long term, these competitors may win a higher portion of new customers than X-FAB, or win existing customers from X-FAB. If X-FAB cannot provide the same level of design and engineering support, capacity, or advanced capabilities as competitors, it may have a material adverse effect on X-FAB.
X-FAB may face competitive pricing pressures.
Competitors may have an impact on X-FAB's selling prices and demand for its services. Although X-FAB has not experienced significant pricing pressure in the past, there can be no assurance this will be the case in the future. Significant declines in average selling prices (ASPs) could have a material adverse effect on X-FAB.
X-FAB may face raw material price increases.
X-FAB manufactures analog/mixed-signal ICs, utilizing proprietary process technologies and third-party silicon wafers and other raw materials. Changes in the availability or prices of such wafers and raw materials can have an effect on the operating margin if the additional costs cannot be included in the prices for X-FAB's own customers.
In 2020, raw wafer costs accounted for 12% of total cost of sales. For most raw wafer types, X-FAB uses more than one supplier to secure availability of required volumes but also to remain flexible. However, having several suppliers per wafer type also means a greater effort to acquire the necessary qualifications for these suppliers.
X-FAB is subject to risks associated with currency fluctuations.
X-FAB records its financial results in US dollars but receives revenues and incurs costs in a variety of currencies, including euros and Malaysian ringgit. Changes in the exchange rate of the US dollar to the euro or Malaysian ringgit could result in translational losses in a given year, as compared to prior operating periods, or a mismatch between local currency expenses and US dollar revenues. X-FAB makes an effort to increase its share of euro-denominated revenues in order to achieve a better natural hedge; however, this may not be effective in preventing exchange rate losses.
For price, credit, liquidity, and cash flow risks as well as the use of financial instruments, please refer to section 10 of the notes in chapter 5, X-FAB Consolidated Financial Statements.
X-FAB is subject to risks associated with any form of cyber criminality.
X-FAB's operations may be disrupted due to the unauthorized use or theft of critical data as well as sabotage, viruses, or any other malicious activity targeted at the Company's IT infrastructure. This could have an impact on the confidentiality, integrity, and availability of data and/or IT systems of the Company. X-FAB has taken measures to make the Company's IT infrastructure robust and secure and has implemented state-of-the-art security and control frameworks and technology. Any significant interruption or failure of X-FAB's IT systems or any significant breach of security could have an adverse effect on the Company's business, operational results, financial condition, and cash flows.
X-FAB is also subject to the following risks:
- X-FAB depends on successful technological advances.
- X-FAB depends on successful materials, machinery, and component procurement for its manufacturing processes.
- X-FAB's business may temporarily be negatively impacted due to disruptions in the supply chain or market demand caused by a pandemic or epidemic.
- X-FAB may be unable to recruit or retain the personnel required for its growth strategy.
- X-FAB may be affected by reductions in government subsidies and grants and could fail to comply with the conditions and obligations under such subsidy programs.
ANNUAL REPORT
- Industry studies, forecasts, and growth rates relating to the semiconductor market as a whole may not be indicative of X-FAB's operations within the analog/mixed-signal semiconductor market.
- X-FAB's ability to compete successfully and achieve future growth will depend, in part, on its ability to protect its proprietary technology.
- X-FAB may be subject to claims for alleged infringement of third parties' intellectual property rights.
- X-FAB depends on intellectual property rights of third parties, and failure to maintain or acquire licenses could harm the Group's business.
- X-FAB could be adversely affected by manufacturing interruptions.
- If X-FAB experiences difficulty in achieving acceptable device yields or process performance as a result of manufacturing problems, it could result in delayed deliveries.
- X-FAB's insurance coverage may not be adequate to compensate for any interruptions or loss of business
- X-FAB could incur material costs to comply with regulation, including environmental and health and safety laws, especially as a result of climate change. Changes in such regulations could require significant changes in the production process or could even require purchasing additional equipment.
- X-FAB may be subject to litigation, disputes, or other legal proceedings.
- X-FAB carries a significant amount of deferred tax assets on its balance sheet.
- Low or negligible employee motivation as well as the occurrence of accidents due to human failure may negatively impact X-FAB's business.
- Cultural differences may lead to misalignment among X-FAB sites, negatively impacting X-FAB's business.
- X-FAB may be subject to penalty payments if labor rights or environmental provisions are being violated.
- X-FAB's public image may be adversely affected based on the impact of its business on the environment.
Risks related to the shares
- The interests of X-FAB's principal shareholder may not necessarily be aligned with X-FAB's interests or the interests of the holders of the shares.
- Future sales of substantial amounts of X-FAB's ordinary shares, or the perception that such sales could occur, could adversely affect the market value of the shares.
- X-FAB may not be able to pay dividends.
- Investors with a reference currency other than euros will become subject to foreign exchange rate risk when investing in shares.
- Any sale, purchase, or exchange of shares may become subject to financial transaction tax.
- Certain provisions of the Belgian Code on Companies and Associations and the Articles of Association may affect potential takeover attempts and may affect the market price of the shares
Forward-looking information
This annual report may include forward-looking statements. Forward-looking statements are statements regarding or based upon management's current intentions, beliefs, or expectations relating to, among other things, X-FAB's future results of operations, financial condition, liquidity, prospects, growth, strategies, or developments in the industry in which it operates. By their nature, forward-looking statements are subject to risks, uncertainties, and assumptions that could cause actual results or future events to differ materially from those expressed or implied thereby. These risks, uncertainties, and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.
Forward-looking statements contained in this annual report regarding trends or current activities should not be taken as a report that such trends or activities will continue in the future. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless legally required. You should not
| Name | Age | Mandate expires | Position |
|---|---|---|---|
| Datuk Amar Ahmad Tarmizi bin Haji Sulaiman | 58 | 2021 | Chairman of the Board (non- executive director) |
| Sensinnovat BV (Represented by Rudi De Winter) |
60 | 2021 | Managing Director, CEO |
| Roland Duchâtelet | 74 | 2021 | Non-executive director |
| Thomas Hans-Jürgen Straub | 66 | 2021 | Non-executive director |
| Tan Sri Dr. Hamid Bin Bugo | 75 | 2021 | Non-executive director |
| Aurore NV (Represented by Christine Juliam) |
60 | 2022 | Non-executive and independent director |
| Christel Verschaeren | 56 | 2021 | Non-executive and independent director |
| Estelle lacona | 48 | 2021 | Non-executive and independent director |
| Vlinvlin BV (Represented by Ling Qi) | 50 | 2023 | Non-executive and independent director |
ANNUAL REPORT
If and when a position of a director prematurely becomes vacant within the Board, the remaining directors have the right to temporarily appoint a new director until the next general meeting which shall confirm such appointment. Said appointment will then be included in the agenda of the next general meeting.
The Remuneration and Nomination Committee makes recommendations to the Board with regard to the appointment of directors, the CEO, and the other members of the Executive Management. The Committee will consider proposals made by the members of the Board or other relevant parties.
Functioning of the Board
The internal regulation of the Board is part of the Corporate Governance Charter. In principle, the Board of Directors meets on a quarterly basis. Additional meetings may be called with appropriate notice at any time to address specific needs of the business. A meeting of the Board of Directors must in any event be convened if requested by at least two directors.
The Board convened nine times in 2020 and discussed, among others, the following topics:
- financial results of the Group;
- Covid-19 impact;
- cost savings;
- cybersecurity;
- budget for the financial years 2021-2023; and
- changes in the Executive Management.
Datuk Amar Ahmad Tarmizi Bin Sulaiman attended one meeting of the Board and was represented by proxy at one other meeting of the Board. All other Board members attended all meetings. Under the lead of the Chairman, the Board regularly evaluates its scope, composition, and performance and that of its committees, as well as the interaction with the Executive Management. The next evaluation will be performed in 2022.
10.4 Committees
Audit Committee
The Audit Committee advises the Board of Directors on accounting, audit, and internal control matters as further detailed in the Company's Corporate Governance Charter. The Audit Committee also assists the Executive Management in its assessment and follow-up of the auditor's recommendations.
The Audit Committee is composed of four non-executive members: Tan Sri Hamid Bin Bugo, Chairman; Aurore NV, represented by Christine Juliam, independent director; Christel Verschaeren, independent director; and Estelle lacona, independent director.
| Name | Age | Position |
|---|---|---|
| Rudi De Winter | 60 | Chief Executive Officer |
| Alba Morganti | 52 | Chief Financial Officer |
| Dr. Manfred Riemer | 65 | Chief Operating Officer (until December 31, 2020) |
| Dr. Jens Kosch | 60 | Chief Technology Officer (until June 30, 2020) |
| Jörg Doblaski | 42 | Chief Technology Officer (as from July 1, 2020) |
| Lee Boon Chun | 51 | Chief Executive Officer, X-FAB Sarawak |
| Dr. Dirk Drescher | 55 | Chief Executive Officer, X-FAB France (until September 18, 2020) |
| Dr. Jocelyne Wasselin | 62 | Chief Executive Officer, X-FAB France (as of September 19, 2020) |
| Lloyd Whetzel | 63 | Chief Executive Officer. X-FAB Texas |
| Dr. Gabriel Kittler | 42 | Chief Executive Officer, X-FAB Erfurt (as of September 1, 2020) |
| Rico Tillner | 38 | Chief Executive Officer, X-FAB Dresden |
| 6. Proportion of 2. Variable fixed and 5. Total Name, 4. Pension 3. Extraordinary items 1. Fixed remuneration position variable remuneration expense remuneration remuneration One-year Multi-year Other benefits Base salary Fees variable variable Datuk Amar Ahmad Tarmizi bin Haji Sulaiman - Non-executive director \$ 34,237.80 Fixed: 100% Ś. 17,118.90 $\mathsf{s}$ . Ś 17,118.90 Variable: 0% Roland Duchâtelet - Non-executive director Ś \$ $\dot{\mathsf{s}}$ . Ś Fixed: Variable: Thomas Hans-Jürgen Straub - Non-executive director 17.118.90 $S -$ $\mathsf{S}$ 60,450.00 $\mathsf{S}$ 77,568.90 Fixed: 100% Ś. 0% Variable: Tan Sri Dr. Hamid Bin Bugo - Non-executive director $\mathsf{s}$ $\overline{\mathbf{s}}$ $\dot{s}$ . 17,118.90 $\zeta$ 45,650.40 Fixed: 100% 28,531.50 and and construction of the order and company control or services and one of the order or and constructions of the original control of the states of the states of the states of the states of the states of the states of the Variable: 0% . Aurore NV (Represented by Christine Juliam) - Independent director 28.531.50 100% 28.531.50 $S -$ \$ Fixed: s Ś 0% Variable: Christel Verschaeren - Independent director \$ \$. $\ddot{s}$ . \$ 28,531.50 100% 28,531.50 Fixed: ÷ Variable: 0% Estelle Iacona - Independent director $S -$ \$ $\mathsf{\dot{S}}$ 28.531.50 Ś. Fixed: 100% 28,531.50 × . Variable: 0% Vlinvlin BV (Represented by Ling Qi) - Independent director Ś 17,118.90 $S -$ $\mathsf{S}$ 17,118.90 Fixed: 100% \$. ×. as máiste tráisiú a chairte máiste ná con náisteo náiste a chiad seo máiste na chiadraíonta na máiste na cásan máisteoir a chaith na chiadacha na chiadraíonta náisteoir an máisteoir an ch Variable: 0% Sensinnovat BV, permanently represented by Rudi De Winter - Executive, CEO $\ddot{s}$ - Ś Ś. \$ \$ \$. 285,310.43 \$ 285,310.43 Ś Fixed: 100% Variable: 0% Executive Management excl. Sensinnovat BV $\mathsf{s}$ Ś. $5 -$ Ś. \$. \$1,326,706.93 100% \$1,159,551.89 97,429.00 \$69,726.04 Fixed: ٠ Variable: 0% |
Tabel 1 - Total remuneration | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1.872.187.87 |
| 2017 | 2018 | 2019 | 2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Annual change of remuneration | ||||||||
| ٠ | Fixed remuneration | - 15.8% |
$-4.4%$ | $-21.7%$ | ||||
| ٠ | Variable remuneration | 40.4% | 10.2% | 100.0% | ||||
| Annual change in the developments and performances (in | ||||||||
| thousands of USD) | ||||||||
| ٠ | Performance criteria (EBIT) | 50,489 | 32,919 | 43,865 | 14,617 | |||
| ٠ | Net profit | 89.758 | 22,554 | 48,540 | 13,530 | |||
| Annual change in the average remuneration of employees on consolidated basis* | ||||||||
| 2.26% | 6.06% | 0.91% |
Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020
FREE TRANSLATION OF UNQUALIFIED STATUTORY AUDITOR'S REPORT ORIGINALLY PREPARED IN DUTCH
In the context of the statutory audit of the annual accounts of X-FAB Silicon Foundries SE ("the Company"), we provide you with our statutory auditor's report. This includes our report on the annual accounts for the year ended December 31, 2020, as well as other legal and regulatory requirements. Our report is one and indivisible.
We were appointed as statutory auditor by the general meeting of April 30, 2020, in accordance with the proposal of the board of directors issued on the recommendation of the audit committee. Our mandate will expire on the date of the general meeting deliberating on the annual accounts for the year ended December 31, 2022. We have performed the statutory audit of the annual accounts of X-FAB Silicon Foundries SE for 13 consecutive financial years.
Report on the annual accounts
Unqualified opinion
We have audited the annual accounts of the Company as of and for the year ended December 31, 2020, prepared in accordance with the financial reporting framework applicable in Belgium. These annual accounts comprise the balance sheet as at December 31, 2020, the income statement for the year then ended and notes. The balance sheet total amounts to EUR 946.086.373 and the income statement shows a profit for the year of EUR 49.820.366.
In our opinion, the annual accounts give a true and fair view of the Company's equity and financial position as at December 31, 2020 and of its financial performance for the year then ended in accordance with the financial reporting framework applicable in Belgium.
Basis for our unqualified opinion
We conducted our audit in accordance with International Standards on Auditing ("ISAs") as adopted in Belgium. In addition, we have applied the ISAs as issued by the IAASB and applicable for the current accounting year while these have not been adopted in Belgium yet. Our responsibilities under those standards are further described in the "Statutory auditors' responsibility for the audit of the annual accounts" section of our report. We have complied with the ethical requirements that are relevant to our audit of the annual accounts in Belgium, including the independence requirements.
We have obtained from the board of directors and the Company's officials the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KPMG Bedrijfsrevisoren - KPMG Réviseurs d'Entreprises, a Belgian BV/SRL and
a member firm of the KPMG global organization of independent member firms
affiliated with KPMG international Limited, a private English company li uarantee. All rights reserved.
ocument Classification: KPMG Public
Zetel - Siège:
Luchthaven Brussel Nationaal 1K
B-1930 Zaventem
KPMG Bedrijfsrevisoren - KPMG
Réviseurs d'Entreprises BV/SRL
Ondernemingsnummer / Numéro imingsnummer / M
rise 0419.122.548 d'entreprise 0419.122.548
BTW - TVA BE 0419.122.548
RPR Brussel - RPM Bruxelles
IBAN : BE 95 0018 4771 0358
BIC : GEBABEBB
Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We did not identify key audit matters to report.
Board of directors' responsibilities for the preparation of the annual accounts
The board of directors is responsible for the preparation of these annual accounts that give a true and fair view in accordance with the financial reporting framework applicable in Belgium, and for such internal control as board of directors determines, is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the board of directors 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 the board of directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Statutory auditor's responsibilities for the audit of the annual accounts
Our objectives are to obtain reasonable assurance as to whether the annual accounts 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 ISAs 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 the users taken on the basis of these annual accounts.
When performing our audit we comply with the legal, regulatory and professional requirements applicable to audits of the annual accounts in Belgium. The scope of the statutory audit of the annual accounts does not extend to providing assurance on the future viability of the Company nor on the efficiency or effectivity of how the board of directors has conducted or will conduct the business of the Company. Our responsibilities regarding the going concern basis of accounting applied by the board of directors are described below
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also perform the following procedures:
— Identify and assess the risks of material misstatement of the annual accounts, 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
Document Classification: KPMG Public
Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
- Obtain an understanding of internal controls 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 board of directors;
- Conclude on the appropriateness of board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern;
- Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the audit committee 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 the audit committee 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.
For the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the annual accounts 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.
Other legal and regulatory requirements
Responsibilities of the Board of Directors
The board of directors is responsible for the preparation and the content of the board of directors' annual report on the annual accounts, of the documents required to be filed in accordance with the legal and regulatory requirements, for maintaining the Company's accounting records in compliance with the applicable legal and regulatory requirements, as well as for the Company's compliance with the Companies' Code or, as from January 1, 2020, the Companies' and Associations' Code and the Company's articles of association.
3
Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020
Statutory auditor's responsibilities
In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, the board of directors' annual report on the annual accounts, certain documents to be filed in accordance with legal and regulatory requirements and compliance with certain requirements of the Companies' Code or, as from January 1, 2020, the Companies' and Associations' Code and with the Company's articles of association, and to report on these matters.
Aspects concerning the board of directors' annual report on the annual accounts
Based on specific work performed on the board of directors' annual report on the annual accounts, we are of the opinion that this report is consistent with the annual accounts for the same period and has been prepared in accordance with articles 3:5 and 3:6 of the Companies' and Associations' Code.
In the context of our audit of the annual accounts, we are also responsible for considering, in particular based on the knowledge gained throughout the audit, whether the board of directors' annual report on the annual accounts contains material misstatements, that is information incorrectly stated or misleading. In the context of the procedures carried out, we did not identify any material misstatements that we have to report to you.
The non-financial information required by article 3:6 §4 of the Companies' and Associations' Code has been included in the board of directors' annual report on the annual accounts. The Company has prepared this non-financial information based on Global Reporting Initiative ("GRI") standards. In accordance with art 3:75 §1, 1st paragraph, 6° of the Companies' and Associations' Code, we do not comment on whether this non-financial information has been prepared in accordance with the mentioned GRI standards.
Information regarding the social balance sheet
The social balance sheet, which is to be filed with the National Bank of Belgium in accordance with article 3:12 §1 8° of the Companies' and Associations' Code, includes, with respect to form and content, the information required by law, including the information regarding salaries and training, and does not present any material inconsistencies with the information that we became aware of during the performance of our engagement.
Information about the independence
- Our audit firm and our network have not performed any engagement which is incompatible with the statutory audit of the annual accounts and our audit firm remained independent of the Company during the term of our mandate.
- The fees for the additional engagements which are compatible with the statutory audit of the annual accounts referred to in article 3:65 of the Companies' and Associations' Code were correctly stated and disclosed in the notes to the annual accounts.
Document Classification: KPMG Public
4
Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020
Other aspects
- Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium.
- The appropriation of results proposed to the general meeting complies with the legal provisions and the provisions of the articles of association.
- Except for complying with the provisions of article 3:10 of the Companies' and Associations' Code with respect to the filing of the 2019 annual accounts within 30 days after approval, we do not have to inform you of any other transaction undertaken or decision taken in breach of the Company's articles of association or the Companies' and Associations' Code.
- This report is consistent with our additional report to the audit committee on the basis of Article 11 of Regulation (EU) No 537/2014.
Hasselt, March 29, 2021
KPMG Bedrijfsrevisoren - Réviseurs d'Entreprises Statutory Auditor represented by
Herwig Carmans Bedrijsfrevisor / Réviseur d'Entreprises
5
Numbers of the joint industrial committees competent for the company:
STATEMENT OF THE PERSONS EMPLOYED
EMPLOYEES FOR WHOM THE COMPANY SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER
| During the period Codes |
Total | 1. Men | 2. Women | |
|---|---|---|---|---|
| Average number of employees | ||||
| Full-time |
1001 | 1,5 | 1,5 | |
| Part-time |
1002 | |||
| Total in full-time equivalents (FTE) |
1003 | 1,5 | 1,5 | |
| Number of actual hours worked | ||||
| Full-time |
1011 | 2.614 | 2.614 | |
| Part-time |
1012 | |||
| Total |
1013 | 2.614 | 2.614 | |
| Personnel costs | ||||
| Full-time |
1021 | 162.728,20 | 162.728,20 | |
| Part-time |
1022 | |||
| Total |
1023 | 162.728,20 | 162.728,20 | |
| Benefits in addition to wages |
1033 |
| During the preceding period Codes |
P. Total | 1P. Men | 2P. Women | |
|---|---|---|---|---|
Average number of employees in FTE |
1003 | 2,0 | 2,0 | |
| Number of actual hours worked |
1013 | 3.754 | 3.754 | |
| Personnel costs |
1023 | 170.919,72 | 170.919,72 | |
| Benefits in addition to wages |
1033 |
EMPLOYEES FOR WHOM THE COMPANY SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER (continuation)
| Codes | 1. Full-time | 2. Part-time | 3. Total in full-time equivalents |
|
|---|---|---|---|---|
| At the closing date of the period | ||||
| Number of employees |
105 | 1 | 1,0 | |
By nature of the employment contract |
||||
| Contract for an indefinite period | 110 | 1 | 1,0 | |
| Contract for a definite period | 111 | |||
| Contract for the execution of a specifically assigned work | 112 | |||
| Replacement contract | 113 | |||
| According to gender and study level | ||||
| Men | 120 | 1 | 1,0 | |
| primary education | 1200 | |||
| secondary education | 1201 | |||
| higher non-university education | 1202 | |||
| university education | 1203 | 1 | 1,0 | |
| Women | 121 | |||
| primary education | 1210 | |||
| secondary education | 1211 | |||
| higher non-university education | 1212 | |||
| university education | 1213 | |||
| By professional category | ||||
| Management staff | 130 | |||
| Salaried employees | 134 | 1 | 1,0 | |
| Hourly employees | 132 | |||
| Other | 133 |
HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE DISPOSAL OF THE COMPANY
| During the period | Codes | 1. Hired temporary staff |
2. Hired temporary staff and personnel placed at the company's disposal |
|---|---|---|---|
| Average number of persons employed |
150 | ||
Number of actual hours worked |
151 | ||
Costs to the company |
152 | ||
LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD
| ENTRIES | Codes | 1. Full-time | 2. Part-time | 3. Total in full-time equivalents |
|---|---|---|---|---|
| Number of employees for whom the company submitted a DIMONA declaration or who have been recorded in the general personnel register during the period |
205 | |||
| By nature of the employment contract | ||||
| Contract for an indefinite period | 210 | |||
| Contract for a definite period | 211 | |||
| Contract for the execution of a specifically assigned work | 212 | |||
| Replacement contract | 213 |
| DEPARTURES | Codes | 1. Full-time | 2. Part-time | 3. Total in full-time equivalents |
|---|---|---|---|---|
| Number of employees whose contract-termination date has been included in the DIMONA declaration or in the general personnel register during the period |
305 | 1 | 1,0 | |
| By nature of the employment contract | ||||
| Contract for an indefinite period | 310 | 1 | 1,0 | |
| Contract for a definite period | 311 | |||
| Contract for the execution of a specifically assigned work . | 312 | |||
| Replacement contract | 313 | |||
| By reason of termination of contract | ||||
| Retirement | 340 | |||
| Unemployment with extra allowance from enterprise | 341 | |||
| Dismissal | 342 | |||
| Other reason | 343 | 1 | 1,0 | |
| Of which: the number of persons who continue to render services to the company at least half-time on a self-employment basis |
350 | 1 | 1,0 | |
INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD
| Total of initiatives of formal professional training at the expense of the employer |
Codes | Men | Codes | Women |
|---|---|---|---|---|
| Number of employees involved | 5801 | 5811 | ||
| Number of actual training hours | 5802 | 5812 | ||
| Net costs for the company | 5803 | 5813 | ||
| of which gross costs directly linked to training | 58031 | 58131 | ||
| of which contributions paid and payments to collective funds | 58032 | 58132 | ||
| of which grants and other financial advantages received (to deduct) | 58033 | 58133 | ||
| Total of initiatives of less formal or informal professional training at the expense of the employer |
||||
| Number of employees involved | 5821 | 5831 | ||
| Number of actual training hours | 5822 | 5832 | ||
| Net costs for the company | 5823 | 5833 | ||
| Total of initial initiatives of professional training at the expense of the employer |
||||
| Number of employees involved | 5841 | 5851 | ||
| Number of actual training hours | 5842 | 5852 | ||
| Net costs for the company | 5843 | 5853 |