UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2023
Commission File Number 001-37928
ChipMOS TECHNOLOGIES INC.
(Translation of Registrant’s Name Into English)
No. 1, R&D Rd. 1, Hsinchu Science Park
Hsinchu, Taiwan
Republic of China
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Copies of notices of ChipMOS TECHNOLOGIES INC.’s 2023 annual general meeting of shareholders and related materials are attached as Exhibits 99.1 through 99.4 to this Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: April 28, 2023 |
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ChipMOS TECHNOLOGIES INC. (Registrant) |
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By: |
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/S/ S. J. Cheng |
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Name: |
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S. J. Cheng |
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Title: |
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Chairman & President |
Exhibit 99.1
Time Sensitive Materials |
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Depositary’s Notice of
2023 Annual Shareholders’ Meeting of
ChipMOS TECHNOLOGIES INC.
ADSs: |
American Depositary Shares evidenced by American Depositary Receipts (“ADRs”). |
ADS CUSIP No.: |
16965P202. |
ADS Record Date: |
March 31, 2023. |
Meeting Specifics: |
2023 Annual Shareholders’ Meeting - May 30, 2023 at 9:00 A.M. (local time) at the Hsinchu Science Park Life Hub, Einstein Hall, 2F, No. 1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu, Taiwan (the "Meeting"). |
Meeting Agenda: |
Please refer to the Company’s Meeting Handbook which is available at https://www.chipmos.com/english/ir/info.aspx. |
ADS Voting Instructions Deadline: |
On or before 10:00 A.M. (New York City time) on May 24, 2023. |
Deposited Securities: |
Common shares, par value NT$10 per share ("Share"), of ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of the Republic of China (the “Company”). |
ADS Ratio: |
20 Shares to 1 American Depositary Share ("ADS"). |
Depositary: |
Citibank, N.A. |
Custodian of Deposited Securities: |
First Commercial Bank. |
Deposit Agreement: |
Deposit Agreement, dated October 31, 2016 by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder. |
To be counted, your Voting Instructions need to be received by the Depositary prior to 10:00 A.M. (New York City time) on May 24, 2023.
Note that if you do not timely return the Voting Instructions to the Depositary, the Deposited Securities represented by your ADSs may nevertheless be voted upon the terms set forth in the Deposit Agreement.
The Company has announced that an Annual Shareholders’ Meeting will be held at the date, time and location identified above. A copy of the Company's Meeting Handbook which includes the agenda for such Meeting is available at https://www.chipmos.com/english/ir/info.aspx. Additionally, the Company's annual and financial reports are available on the Company's corporate website at https://www.chipmos.com. As set forth in the Section 4.10(a) of the Deposit Agreement, Holders of record of ADSs as of the close of business on the ADS Record Date, will be entitled, subject to applicable provisions of the laws of the Republic of China, the provisions of the Deposit Agreement, the Articles of Incorporation of the Company and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights pertaining to the Deposited Securities represented by such Holders’ ADSs.
Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.
In accordance with and subject to the terms of Section 4.10 of the Deposit Agreement, upon timely receipt of signed and completed Voting Instructions from a Holder of ADSs, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement and the Deposited Securities, to vote, or cause the Custodian to vote (in person or by proxy), the Deposited Securities in respect of which Voting Instructions have been received in accordance with the instructions contained therein.
Please note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, the Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Deposited Securities represented by ADSs other than in accordance with the instructions of Holders as of the ADS Record Date or as provided below. The Depositary shall not exercise any voting discretion over the Deposited Securities.
Please also note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, if the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be adversely affected.
Please further note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, if the Depositary timely receives voting instructions from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Notwithstanding anything else contained herein, the Depositary shall represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at the relevant meeting. For the avoidance of doubt, if the Depositary has given a discretionary proxy to a person designated by the Company to vote the Deposited Securities, that person shall be free to exercise the votes attaching to those Deposited Securities in any manner he or she wishes, which may not be in the best interests of the Holders.
Please also note that pursuant to Section 3.5 of the Deposit Agreement, the Company may restrict transfers of ADSs where such transfer may result in the total number of Deposited Securities represented by such ADSs owned by a single Holder or Beneficial Owner to exceed limits imposed by applicable law or the Articles of Incorporation of the Company, and may instruct the Depositary to take action including, but not limited to, the removal or limitation of voting rights with respect to any Holder or Beneficial Owner of ADSs representing Deposited Securities in excess of such limits.
Please also note that the Company has informed the Depositary that pursuant to Article 165 of the Company Act, the registration of shareholders of the Company will cease from April 1, 2023 to May 30, 2023.
The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligation of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions about the way in which Voting Instructions may be delivered to the Depositary, please contact Citibank, N.A. - ADR Shareholder Services at (877-248-4237).
Citibank, N.A., as Depositary
Exhibit 99.2
2023 Annual Shareholders’ Meeting |
The Voting Instructions must be signed, completed and received at the indicated address prior to
10:00 A.M. (New York City time) on May 24, 2023 for action to be taken.
2023 VOTING INSTRUCTIONS |
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AMERICAN DEPOSITARY SHARES |
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ChipMOS TECHNOLOGIES INC. (the “Company”) |
ADS CUSIP No.: |
16965P202. |
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ADS Record Date: |
March 31, 2023. |
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Meeting Specifics: |
2023 Annual Shareholders’ Meeting - May 30, 2023 at 9:00 A.M. (local time) at the Hsinchu Science Park Life Hub, Einstein Hall, 2F, No. 1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu, Taiwan (the "Meeting"). |
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Meeting Agenda: |
Please refer to the Company’s Meeting Handbook which is available at https://www.chipmos.com/english/ir/info.aspx. |
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Depositary: |
Citibank, N.A. |
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Deposit Agreement: |
Deposit Agreement, dated October 31, 2016. |
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Deposited Securities: |
Common shares, par value NT$10 per share, of the Company. |
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Custodian: |
First Commercial Bank. |
The undersigned holder, as of the ADS Record Date, of the American Depositary Receipt(s) issued under the Deposit Agreement and evidencing the American Depositary Shares identified on the reverse side hereof (such American Depositary Shares, the “ADSs”), hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof.
Please note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, the Depositary agrees not to, and shall take reasonable steps to ensure that the Custodian and each of its nominees, if any, do not, vote the Deposited Securities represented by ADSs other than in accordance with the instructions of Holders as of the ADS Record Date or as provided below. The Depositary shall not exercise any voting discretion over the Deposited Securities.
Please also note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, if the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be adversely affected.
Please further note that, in accordance with and subject to the terms of Section 4.10(b) of the Deposit Agreement, if the Depositary timely receives voting instructions from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Notwithstanding anything else contained herein, the Depositary shall represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at the relevant meeting. For the avoidance of doubt, if the Depositary has given a discretionary proxy to a person designated by the Company to vote the Deposited Securities, that person shall be free to exercise the votes attaching to those Deposited Securities in any manner he or she wishes, which may not be in the best interests of the Holders.
Please also note that pursuant to Section 3.5 of the Deposit Agreement, the Company may restrict transfers of ADSs where such transfer may result in the total number of Deposited Securities represented by such ADSs owned by a single Holder or Beneficial Owner to exceed limits imposed by applicable law or the Articles of Incorporation of the Company, and may instruct the Depositary to take action including, but not limited to, the removal or limitation of voting rights with respect to any Holder or Beneficial Owner of ADSs representing Deposited Securities in excess of such limits.
Please also note that the Company has informed the Depositary that pursuant to Article 165 of the Company Act, the registration of shareholders of the Company will cease from April 1, 2023 to May 30, 2023.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.
Proposals
The Company has informed the Depositary that its Board of Directors recommends a "FOR" vote for all proposals.
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Issues |
ChipMOS TECHNOLOGIES INC. |
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For |
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Against |
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Abstain |
Proposal III(1) |
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☐ |
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☐ |
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☐ |
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Proposal III(2) |
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☐ |
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☐ |
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☐ |
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Proposal IV(1) |
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☐ |
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☐ |
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☐ |
B |
Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. |
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give Voting Instructions “FOR” the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such issue.
Please be sure to sign and date this Voting Instructions Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.
Signature 1 - Please keep signature within the line |
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Signature 2 - Please keep signature within the line |
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Date (mm/dd/yyyy) |
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Exhibit 99.3
Meeting Notice for Annual Shareholders’ Meeting
(Summary Translation)
(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)
The 2023 Annual Shareholders’ Meeting (the “Meeting”) of ChipMOS TECHNOLOGIES INC. (the “Company”) will be convened at 9:00 a.m., May 30, 2023 (Tuesday) at the Einstein Hall of the Hsinchu Science Park Life Hub (located at 2F, No. 1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu City, Taiwan).
Sincerely,
The Board of Directors
ChipMOS TECHNOLOGIES INC.
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Exhibit 99.4 Stock Code: 8150 ChipMOS TECHNOLOGIES INC. 2023 Annual Shareholders’ Meeting Meeting Handbook Time: May 30, 2023 Place: Hsinchu Science Park Life Hub (Einstein Hall, 2F, No. 1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu, Taiwan) (This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)
Table of Contents
A. |
Meeting Procedure |
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B. |
Meeting Agenda |
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I. |
Chairman’s Opening Remarks |
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II. |
Report Items |
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III. |
Matters for Ratification |
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IV. |
Matters for Discussion |
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V. |
Extemporary Motions |
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C. |
Attachments |
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1. |
Business Report |
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2. |
Audit Committee’s Review Report |
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3. |
Report of Independent Accountants and Financial Statements |
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4. |
Earnings Distribution Proposal |
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5. |
List of Release the Prohibition on Directors from Participation in Competitive Business |
27 |
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D. |
Appendix |
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1. |
Rules of Procedure for Shareholders’ Meeting |
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2. |
Articles of Incorporation |
36 |
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3. |
Shareholdings of All Directors |
42 |
A. Meeting Procedure
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B. Meeting Agenda
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Shareholders’ meeting will be held by means of: Physical shareholders’meeting Time: 9:00 a.m., May 30, 2023 (Tuesday)
Place: Hsinchu Science Park Life Hub
(Einstein Hall, 2F, No. 1, Industry E. 2nd Rd., Hsinchu Science Park, Hsinchu, Taiwan) Chairman: Mr. Shih-Jye Cheng, Chairman of the Board of Directors
Item 1
Subject: Company’s Business Report for fiscal year 2022.
Explanatory Note:
Please refer to Attachment 1, page 6~7, for 2022 Business Report.
Item 2
Subject: Audit Committee’s Review Report of the Financial Statements.
Explanatory Note:
Please refer to Attachment 2, page 8, for Audit Committee’s Review Report.
Item 3
Subject: Report of the status of distributable compensation for employees and directors for fiscal year 2022.
Explanatory Note:
Item 1 Proposed by the Board of Directors
Subject: Adoption of the Business Report and Financial Statements for fiscal year 2022. Explanatory Note:
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Resolution:
Item 2 Proposed by the Board of Directors
Subject: Adoption of the earnings distribution plan for fiscal year 2022. Explanatory Note:
Resolution:
Item 1 Proposed by the Board of Directors
Subject: Release the prohibition on directors from participation in competitive business under Article 209 of the Company Act.
Explanatory Note:
Resolution:
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Attachment 1
Business Report
Operation challenges in 2022 are unprecedented, under the influences of geopolitics, global inflationary pressures, pandemic lock downs and semiconductor supply chain imbalance. In the first half of year, the operation momentum continued growth, driven by the semiconductor supply chain shortage from 2021. However, the semiconductor supply chain inventory level increases and end-demand rapidly decrease influenced by geopolitics and global inflationary pressures. Demand soft caused customers’ inventory adjustments and macro weakness. China COVID lock downs have further aggravated the problem of consumer electronics macro softness. These macro headwinds impacted our 2022 results, including revenue and profit both declined compared to 2021. By cautiously stable operating strategy, in line with industry trend and customer requirements, ChipMOS will keep moving forward expanding the core technologies and product developments to maintain growth momentum and improve profitability. The followings are the major operating results of 2022:
Operating Result
Consolidated revenue for the fiscal year ended December 31, 2022 was NT$23.52 billion, which reflects 14.2% down from 2021. The consolidated gross margin for the year was 20.9%. In individual product lines, memory product revenue decreased 15.6% from 2021, and represented 41.8% of 2022 total revenue. The revenue of flat panel display driver IC (DDIC) related products, including gold bump declined 13.2% and represented 47.3% of 2022 total revenue. Driven by automotive and smart mobile, OLED panel driver IC revenue grew more than 35% from 2021.
Financial Performance
The profit attributable to equity holders of the Company and the basic earnings per share were NT$3.37 billion and NT$4.64. Till the end of 2022, the aggregated amount of ChipMOS’ consolidated assets was NT$44.94 billion and the cash and cash equivalents was NT$9.90 billion. The consolidated liabilities was NT$20.13 billion with the consolidated liabilities to assets ratio of 44.8%. The equity attributable to equity holders of the Company was NT$24.81 billion with the Return on Equity (ROE) was 13.7% for 2022. Overall, ChipMOS had strengthened financial structure.
Technological Developments
Single integrated device and the thinning & small foot print requirements are driving the packaging technology development with the rising of emerging applications such as AI and 5G, and the popularity of mobile devices. We completed the following technologies development results in 2022:
Honors and Awards
ChipMOS is committed to improving the quality of corporate governance and perform corporate social responsibility. In the meantime, we integrated our core business and sustainability vision of ChipMOS to support the UN's sustainable development goals (SDGs) by specific solid actions. ChipMOS honored 2022 National Sustainable Development Awards, and awarded 2022 TCSA “Top 100 Corporates” and “Corporate Sustainable Report - Platinum Grade”. And honored 8th Corporate Governance Evaluation, ranked among the top 5% of all TWSE-listed companies and top 10% of electronics companies, which market cap above NT$10 billion. Also awarded the Top 10% of electronics companies of 2022 Occupational Health and Safety Indicators Disclosed in the ESG Reports.
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Outlook
Keep moving forward to deliver high technology, outstanding quality with reliable packaging and testing solutions are the unwavering principles of ChipMOS since its inception. By catching up the industry trend, grasping the opportunity of product growth and continuously consolidating the company's product line, ChipMOS could continue to keep moving forward and growing in the intensified market competition under the influence of down cycle and other external issues. In face of more and more severe industrial environments and challenges, ChipMOS will continuously focus on the core technology development and innovation, to cooperate with customers for reducing operating costs. According to our global business strategies, we remain alongside our strategic customers for supporting their product development roadmap to make progress and grow with them. To maximize value for our shareholders is our endeavor goal.
Looking ahead to 2023 and beyond, ChipMOS will continue to focus on the niche market about automotive electronics, as well as high-growth markets about smart mobile devices which are driven by the automation and intellectualized in industrial. By offering leading edge and reliable semi-conductor back end turnkey solutions that integrated wafer bumping and assembly, to meet the industry demand and customers’ requirements. ChipMOS is also driving higher efficiency and profit through increased AI and automation to further reduce the operating cost to be able to drive growth in revenue and profitability. We thank you for your continuous support.
Chairman: Shih-Jye Cheng |
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President: Shih-Jye Cheng |
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Accounting Officer: Silvia Su |
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Attachment 2
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and proposal for allocation of earnings. The audit firm PricewaterhouseCoopers, Taiwan was retained to audit the Company’s Financial Statements and has issued an audit report. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee of the Company. According to relevant requirements of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, the Audit Committee hereby submits this report.
ChipMOS TECHNOLOGIES INC.
Convener of the Audit Committee: Chin-Shyh Ou
February 23, 2023
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Attachment 3-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of ChipMOS TECHNOLOGIES INC.
Opinion
We have audited the accompanying consolidated balance sheets of ChipMOS TECHNOLOGIES INC. and its subsidiaries (the “Group”) as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of other independent accountants, as described in the Other matters section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Independent accountants’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2022 consolidated financial statements. 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.
Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:
Measuring progress towards satisfaction of performance obligation
Description
Please refer to Note 4(26) to the consolidated financial statements for the accounting policies on revenue recognition; Note 5 for uncertainty of accounting estimates and assumptions of revenue recognition; and Note 6(18) for details of the revenue.
The Group’s revenue is primarily generated from the assembly and testing services of high-integration and high-precision integrated circuits based on customer’s specification, and is recognized based on measuring progress towards satisfaction of performance obligation during the service period. The Group recognized revenue associated with assembly services, services for Liquid Crystal Display and other Flat-Panel Display Driver Semiconductors and Bumping totaling NT$18,273,067 thousand for the year ended December 31, 2022. Such revenue is recognized over a period of time, during which the Group satisfied its performance obligations to the customer. The Group used an input method (input costs incurred as a percentage of total expected input costs) to measure the progress towards satisfaction of performance obligation and determine the amount of related revenue. Since the measurement of the progress towards satisfaction of performance obligation is complex and subject
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to management’s significant estimation, measuring progress towards satisfaction of performance obligation was identified as a key audit matter.
How our audit addressed the matter
Our key audit procedures performed in respect of the above included the following:
Other matters
Report of other independent accountants
We did not audit the financial statements of a certain investment accounted for using the equity method which were audited by other independent accountants. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements and the information on the investee disclosed in Note 13 is based solely on the reports of the other independent accountants. The balance of this investment accounted for using the equity method amounted to NT$267,070 thousand and NT$304,437 thousand, constituting 0.6% and 0.7% of the consolidated total assets as of December 31, 2022 and 2021, respectively, and total net comprehensive (loss) income including the share of profit and other comprehensive income of associate accounted for using the equity method amounted to (NT$20,919) thousand and NT$61,284 thousand, constituting (0.6%) and 1.2% of the consolidated total comprehensive income for the years then ended, respectively.
Parent company only financial reports
We have audited and expressed an unmodified opinion with other matters paragraph on the parent company only financial statements of ChipMOS TECHNOLOGIES INC. as of and for the years ended December 31, 2022 and 2021.
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 that came into effect as endorsed by the Financial Supervisory Commission, and for such internal controls as management determines are 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.
Independent accountants' reponsibilities 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 a report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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We communicate with those charged with governance regarding 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 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.
/s/ Chien-Yeh Hsu |
|
/s/ Yi-Chang Liang |
Chien-Yeh Hsu |
|
Yi-Chang Liang |
For and on behalf of PricewaterhouseCoopers, Taiwan |
|
|
February 23, 2023 |
|
|
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 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.
-10-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
|
|
|
|
|
December 31, 2022 |
|
December 31, 2021 |
||||||
Assets |
|
Notes |
|
|
Amount |
|
% |
|
|
Amount |
|
% |
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
1100 |
Cash and cash equivalents |
|
6(1) |
|
$ |
9,896,604 |
|
22 |
|
$ |
5,906,176 |
|
14 |
1110 |
Current financial assets at fair value through profit or loss |
|
6(2) |
|
|
128,224 |
|
- |
|
|
359,960 |
|
1 |
1136 |
Current financial assets at amortized cost |
|
6(3) |
|
|
98,731 |
|
- |
|
|
29,239 |
|
- |
1140 |
Current contract assets |
|
6(18) |
|
|
381,358 |
|
1 |
|
|
400,255 |
|
1 |
1150 |
Notes receivable, net |
|
|
|
|
- |
|
- |
|
|
1,035 |
|
- |
1170 |
Accounts receivable, net |
|
6(4) |
|
|
4,381,563 |
|
10 |
|
|
6,344,246 |
|
15 |
1200 |
Other receivables |
|
|
|
|
131,863 |
|
- |
|
|
86,879 |
|
- |
1220 |
Current tax assets |
|
|
|
|
- |
|
- |
|
|
389 |
|
- |
130X |
Inventories |
|
6(5) |
|
|
3,210,409 |
|
8 |
|
|
3,207,177 |
|
8 |
1410 |
Prepayments |
|
|
|
|
123,377 |
|
- |
|
|
149,947 |
|
- |
11XX |
Total current assets |
|
|
|
|
18,352,129 |
|
41 |
|
|
16,485,303 |
|
39 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
1517 |
Non-current financial assets at fair value through other comprehensive income |
|
6(6) |
|
|
338,102 |
|
1 |
|
|
384,521 |
|
1 |
1535 |
Non-current financial assets at amortized cost |
|
6(3) and 8 |
|
|
37,362 |
|
- |
|
|
37,539 |
|
- |
1550 |
Investments accounted for using equity method |
|
6(7) |
|
|
4,353,448 |
|
10 |
|
|
3,900,449 |
|
9 |
1600 |
Property, plant and equipment |
|
6(8) and 8 |
|
|
20,446,205 |
|
45 |
|
|
20,111,121 |
|
47 |
1755 |
Right-of-use assets |
|
6(9) |
|
|
898,992 |
|
2 |
|
|
835,805 |
|
2 |
1840 |
Deferred tax assets |
|
6(26) |
|
|
159,286 |
|
- |
|
|
180,598 |
|
1 |
1920 |
Refundable deposits |
|
|
|
|
21,771 |
|
- |
|
|
21,278 |
|
- |
1990 |
Other non-current assets |
|
|
|
|
335,650 |
|
1 |
|
|
565,970 |
|
1 |
15XX |
Total non-current assets |
|
|
|
|
26,590,816 |
|
59 |
|
|
26,037,281 |
|
61 |
1XXX |
Total assets |
|
|
|
$ |
44,942,945 |
|
100 |
|
$ |
42,522,584 |
|
100 |
(Continued)
-11-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
|
|
|
|
|
December 31, 2022 |
|
December 31, 2021 |
||||||
Liabilities and Equity |
|
Notes |
|
|
Amount |
|
% |
|
|
Amount |
|
% |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
2100 |
Short-term bank loans |
|
6(10)(29) |
|
$ |
- |
|
- |
|
$ |
731,751 |
|
2 |
2150 |
Notes payable |
|
|
|
|
132 |
|
- |
|
|
23 |
|
- |
2170 |
Accounts payable |
|
|
|
|
560,802 |
|
1 |
|
|
1,012,391 |
|
2 |
2200 |
Other payables |
|
6(11) |
|
|
3,796,481 |
|
9 |
|
|
4,378,439 |
|
10 |
2230 |
Current tax liabilities |
|
|
|
|
202,026 |
|
1 |
|
|
814,053 |
|
2 |
2250 |
Current provisions |
|
|
|
|
26,643 |
|
- |
|
|
4,281 |
|
- |
2280 |
Current lease liabilities |
|
6(29) |
|
|
160,955 |
|
- |
|
|
169,782 |
|
1 |
2320 |
Long-term bank loans, current portion |
|
6(12)(29) and 8 |
|
|
1,522,917 |
|
3 |
|
|
46,826 |
|
- |
2365 |
Current refund liabilities |
|
|
|
|
37,123 |
|
- |
|
|
9,849 |
|
- |
2399 |
Other current liabilities |
|
|
|
|
22,318 |
|
- |
|
|
14,221 |
|
- |
21XX |
Total current liabilities |
|
|
|
|
6,329,397 |
|
14 |
|
|
7,181,616 |
|
17 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
2540 |
Long-term bank loans |
|
6(12)(29) and 8 |
|
|
12,444,884 |
|
28 |
|
|
9,366,539 |
|
22 |
2570 |
Deferred tax liabilities |
|
6(26) |
|
|
188,812 |
|
- |
|
|
261,973 |
|
1 |
2580 |
Non-current lease liabilities |
|
6(29) |
|
|
759,447 |
|
2 |
|
|
681,469 |
|
2 |
2630 |
Long-term deferred revenue |
|
|
|
|
127,657 |
|
- |
|
|
120,188 |
|
- |
2640 |
Net defined benefit liability, non-current |
|
6(13) |
|
|
259,215 |
|
1 |
|
|
503,288 |
|
1 |
2645 |
Guarantee deposits |
|
6(29) |
|
|
21,600 |
|
- |
|
|
21,625 |
|
- |
25XX |
Total non-current liabilities |
|
|
|
|
13,801,615 |
|
31 |
|
|
10,955,082 |
|
26 |
2XXX |
Total liabilities |
|
|
|
|
20,131,012 |
|
45 |
|
|
18,136,698 |
|
43 |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock |
|
6(14) |
|
|
|
|
|
|
|
|
|
|
3110 |
Capital stock—common stock |
|
|
|
|
7,272,401 |
|
16 |
|
|
7,272,401 |
|
17 |
|
Capital surplus |
|
6(15) |
|
|
|
|
|
|
|
|
|
|
3200 |
Capital surplus |
|
|
|
|
6,064,637 |
|
13 |
|
|
6,064,485 |
|
14 |
|
Retained earnings |
|
6(16) |
|
|
|
|
|
|
|
|
|
|
3310 |
Legal reserve |
|
|
|
|
2,575,987 |
|
6 |
|
|
2,070,505 |
|
5 |
3350 |
Unappropriated retained earnings |
|
|
|
|
8,657,696 |
|
19 |
|
|
8,740,451 |
|
20 |
|
Other equity interest |
|
6(17) |
|
|
|
|
|
|
|
|
|
|
3400 |
Other equity interest |
|
|
|
|
241,212 |
|
1 |
|
|
238,044 |
|
1 |
31XX |
Equity attributable to equity holders of the Company |
|
|
|
|
24,811,933 |
|
55 |
|
|
24,385,886 |
|
57 |
3XXX |
Total equity |
|
|
|
|
24,811,933 |
|
55 |
|
|
24,385,886 |
|
57 |
|
Significant contingent liabilities and unrecognized contract commitments |
|
9 |
|
|
|
|
|
|
|
|
|
|
3X2X |
Total liabilities and equity |
|
|
|
$ |
44,942,945 |
|
100 |
|
$ |
42,522,584 |
|
100 |
The accompanying notes are an integral part of these consolidated financial statements.
-12-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except earnings per share)
|
|
|
|
|
|
|
Years ended December 31, |
|
||||||||||
|
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|||||||
Items |
|
Notes |
|
|
Amount |
|
|
% |
|
|
|
Amount |
|
|
% |
|
||
4000 |
|
Revenue |
|
6(18) |
|
$ |
23,517,064 |
|
|
100 |
|
|
$ |
27,400,035 |
|
|
100 |
|
5000 |
|
Cost of revenue |
|
6(5)(24)(25) |
|
|
(18,605,007 |
) |
|
(79 |
) |
|
|
(20,146,057 |
) |
|
(74 |
) |
5900 |
|
Gross profit |
|
|
|
|
4,912,057 |
|
|
21 |
|
|
|
7,253,978 |
|
|
26 |
|
|
|
Operating expenses |
|
6(24)(25) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6100 |
|
Sales and marketing expenses |
|
|
|
|
(128,029 |
) |
|
(1 |
) |
|
|
(73,928 |
) |
|
‑ |
|
6200 |
|
General and administrative expenses |
|
|
|
|
(538,684 |
) |
|
(2 |
) |
|
|
(604,029 |
) |
|
(2 |
) |
6300 |
|
Research and development expenses |
|
|
|
|
(1,158,598 |
) |
|
(5 |
) |
|
|
(1,139,219 |
) |
|
(4 |
) |
6000 |
|
Total operating expenses |
|
|
|
|
(1,825,311 |
) |
|
(8 |
) |
|
|
(1,817,176 |
) |
|
(6 |
) |
6500 |
|
Other income (expenses), net |
|
6(19) |
|
|
129,933 |
|
|
1 |
|
|
|
125,587 |
|
|
‑ |
|
6900 |
|
Operating profit |
|
|
|
|
3,216,679 |
|
|
14 |
|
|
|
5,562,389 |
|
|
20 |
|
|
|
Non-operating income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7100 |
|
Interest income |
|
6(20) |
|
|
57,199 |
|
|
‑ |
|
|
|
9,980 |
|
|
‑ |
|
7010 |
|
Other income |
|
6(21) |
|
|
66,991 |
|
|
‑ |
|
|
|
34,496 |
|
|
‑ |
|
7020 |
|
Other gains and losses |
|
6(22) |
|
|
386,567 |
|
|
2 |
|
|
|
(65,829 |
) |
|
‑ |
|
7050 |
|
Finance costs |
|
6(23) |
|
|
(153,279 |
) |
|
(1 |
) |
|
|
(131,184 |
) |
|
‑ |
|
7060 |
|
Share of profit of associates and joint ventures accounted for using equity method |
|
6(7) |
|
|
453,715 |
|
|
2 |
|
|
|
625,733 |
|
|
2 |
|
7000 |
|
Total non-operating income (expenses) |
|
|
|
|
811,193 |
|
|
3 |
|
|
|
473,196 |
|
|
2 |
|
7900 |
|
Profit before income tax |
|
|
|
|
4,027,872 |
|
|
17 |
|
|
|
6,035,585 |
|
|
22 |
|
7950 |
|
Income tax expense |
|
6(26) |
|
|
(655,898 |
) |
|
(3 |
) |
|
|
(976,516 |
) |
|
(3 |
) |
8200 |
|
Profit for the year |
|
|
|
$ |
3,371,974 |
|
|
14 |
|
|
$ |
5,059,069 |
|
|
19 |
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8311 |
|
Gain (loss) on remeasurements of defined benefit plans |
|
6(13) |
|
$ |
222,234 |
|
|
1 |
|
|
($ |
14,999 |
) |
|
‑ |
|
8316 |
|
Unrealized (loss) gain on valuation of equity instruments at fair value through other comprehensive income |
|
6(6)(17) |
|
|
(46,419 |
) |
|
‑ |
|
|
|
122,514 |
|
|
‑ |
|
8320 |
|
Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method that will not be reclassified to profit or loss |
|
6(7) |
|
|
(28,254 |
) |
|
‑ |
|
|
|
28,843 |
|
|
‑ |
|
8349 |
|
Income tax effect on components that will not be reclassified to profit or loss |
|
6(26) |
|
|
(35,163 |
) |
|
‑ |
|
|
|
(21,504 |
) |
|
|
|
8310 |
|
Components of other comprehensive income that will not be reclassified to profit or loss |
|
|
|
|
112,398 |
|
|
1 |
|
|
|
114,854 |
|
|
‑ |
|
8361 |
|
Exchange differences on translation of foreign operations |
|
6(17) |
|
|
68,656 |
|
|
‑ |
|
|
|
(24,695 |
) |
|
‑ |
|
8360 |
|
Components of other comprehensive income (loss) that will be reclassified to profit or loss |
|
|
|
|
68,656 |
|
|
‑ |
|
|
|
(24,695 |
) |
|
‑ |
|
8300 |
|
Other comprehensive income, net of income tax |
|
|
|
$ |
181,054 |
|
|
1 |
|
|
$ |
90,159 |
|
|
‑ |
|
8500 |
|
Total comprehensive income for the year |
|
|
|
$ |
3,553,028 |
|
|
15 |
|
|
$ |
5,149,228 |
|
|
19 |
|
9750 |
|
Earnings per share – basic |
|
6(27) |
|
$ |
4.64 |
|
|
$ |
6.96 |
|
||||||
9850 |
|
Earnings per share – diluted |
|
6(27) |
|
$ |
4.54 |
|
|
$ |
6.81 |
|
The accompanying notes are an integral part of these consolidated financial statements.
-13-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)
|
Equity attributable to equity holders of the Company |
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Retained earnings |
|
Other equity interest |
|
|
|||||||||||
|
Notes |
|
Capital stock common stock |
|
Capital surplus |
|
Legal reserve |
|
Special reserve |
|
Unappropriated retained earnings |
|
Financial statements translation differences of foreign operations |
|
Unrealized gain (loss) on valuation of financial assets at fair value through other comprehensive income |
|
Total equity |
||||||||
Year 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2021 |
|
|
$ |
7,272,401 |
|
$ |
6,059,651 |
|
$ |
1,837,894 |
|
$ |
19,802 |
|
$ |
5,498,370 |
|
($ |
61,330) |
|
$ |
204,964 |
|
$ |
20,831,752 |
Profit for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
5,059,069 |
|
|
- |
|
|
- |
|
|
5,059,069 |
Other comprehensive (loss) income |
6(17) |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(4,251) |
|
|
(24,695) |
|
|
119,105 |
|
|
90,159 |
Total comprehensive income (loss) for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
5,054,818 |
|
|
(24,695) |
|
|
119,105 |
|
|
5,149,228 |
Appropriation of prior year’s earnings: |
6(16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve |
|
|
|
- |
|
|
- |
|
|
232,611 |
|
|
- |
|
|
(232,611) |
|
|
- |
|
|
- |
|
|
- |
Special reserve |
|
|
|
- |
|
|
- |
|
|
- |
|
|
(19,802) |
|
|
19,802 |
|
|
- |
|
|
- |
|
|
- |
Cash dividends |
6(15) |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(1,599,928) |
|
|
- |
|
|
- |
|
|
(1,599,928) |
Changes in associates accounted for using equity method |
|
|
|
- |
|
|
4,834 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
4,834 |
Balance at December 31, 2021 |
|
|
$ |
7,272,401 |
|
$ |
6,064,485 |
|
$ |
2,070,505 |
|
$ |
- |
|
$ |
8,740,451 |
|
($ |
86,025) |
|
$ |
324,069 |
|
$ |
24,385,886 |
Year 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2022 |
|
|
$ |
7,272,401 |
|
$ |
6,064,485 |
|
$ |
2,070,505 |
|
$ |
- |
|
$ |
8,740,451 |
|
($ |
86,025) |
|
$ |
324,069 |
|
$ |
24,385,886 |
Profit for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3,371,974 |
|
|
- |
|
|
- |
|
|
3,371,974 |
Other comprehensive income (loss) |
6(17) |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
177,886 |
|
|
68,656 |
|
|
(65,488) |
|
|
181,054 |
Total comprehensive income (loss) for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3,549,860 |
|
|
68,656 |
|
|
(65,488) |
|
|
3,553,028 |
Appropriation of prior year’s earnings: |
6(16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve |
|
|
|
- |
|
|
|
|
|
505,482 |
|
|
- |
|
|
(505,482 ) |
|
|
- |
|
|
|
|
|
- |
Cash dividends |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(3,127,133) |
|
|
- |
|
|
- |
|
|
(3,127,133) |
Changes in associates accounted for using equity method |
6(15) |
|
|
- |
|
|
152 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
152 |
Balance at December 31, 2022 |
|
|
$ |
7,272,401 |
|
$ |
6,064,637 |
|
$ |
2,575,987 |
|
$ |
- |
|
$ |
8,657,696 |
|
($ |
17,369) |
|
$ |
258,581 |
|
$ |
24,811,933 |
The accompanying notes are an integral part of these consolidated financial statements.
-14-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
|
|
|
|
|
Years ended December 31, |
|
||||
|
|
Notes |
|
|
2022 |
|
|
|
2021 |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
Profit before income tax |
|
|
|
$ |
4,027,872 |
|
|
$ |
6,035,585 |
|
Adjustments to reconcile profit (loss) |
|
|
|
|
|
|
|
|
|
|
Depreciation expenses |
|
6(8)(9)(24) |
|
|
4,751,902 |
|
|
|
4,634,112 |
|
Expected credit losses |
|
|
|
|
897 |
|
|
|
299 |
|
Interest expense |
|
6(23) |
|
|
142,439 |
|
|
|
120,998 |
|
Interest income |
|
6(20) |
|
|
(57,199 |
) |
|
|
(9,980 |
) |
Dividend income |
|
6(21) |
|
|
(9,816 |
) |
|
|
(4,690 |
) |
Share of profit of associates and joint ventures accounted for using equity method |
|
6(7) |
|
|
(453,715 |
) |
|
|
(625,733 |
) |
Loss (gain) on valuation of financial assets at fair value through profit or loss |
|
6(2)(22) |
|
|
69,404 |
|
|
|
(15,262 |
) |
Gain on disposal of property, plant and equipment |
|
6(19) |
|
|
(74,548 |
) |
|
|
(33,935 |
) |
Gain from lease modifications |
|
6(19) |
|
|
(139 |
) |
|
|
(891 |
) |
Impairment loss on property, plant and equipment |
|
6(8)(19) |
|
|
12,721 |
|
|
|
4,843 |
|
Deferred income |
|
|
|
|
(17,859 |
) |
|
|
(12,389 |
) |
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
Changes in operating assets |
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
|
|
|
|
162,332 |
|
|
|
(290,637 |
) |
Current contract assets |
|
|
|
|
18,788 |
|
|
|
(11,242 |
) |
Notes receivable |
|
|
|
|
1,035 |
|
|
|
(436 |
) |
Accounts receivable |
|
|
|
|
1,961,924 |
|
|
|
(980,380 |
) |
Other receivables |
|
|
|
|
15,849 |
|
|
|
(46,089 |
) |
Inventories |
|
|
|
|
(3,232 |
) |
|
|
(1,105,102 |
) |
Prepayments |
|
|
|
|
37,748 |
|
|
|
(67,401 |
) |
Other non-current assets |
|
|
|
|
- |
|
|
|
6,915 |
|
Changes in operating liabilities |
|
|
|
|
|
|
|
|
|
|
Notes payable |
|
|
|
|
109 |
|
|
|
(2,876 |
) |
Accounts payable |
|
|
|
|
(451,589 |
) |
|
|
45,570 |
|
Other payables |
|
|
|
|
(161,212 |
) |
|
|
471,766 |
|
Current provisions |
|
|
|
|
22,362 |
|
|
|
818 |
|
Current refund liabilities |
|
|
|
|
27,274 |
|
|
|
(15 |
) |
Other current liabilities |
|
|
|
|
8,097 |
|
|
|
(6,838 |
) |
Net defined benefit liability, non-current |
|
|
|
|
(21,839 |
) |
|
|
(23,362 |
) |
Cash generated from operations |
|
|
|
|
10,009,605 |
|
|
|
8,083,648 |
|
Interest received |
|
|
|
|
42,170 |
|
|
|
10,344 |
|
Dividend received |
|
|
|
|
26,416 |
|
|
|
17,140 |
|
Interest paid |
|
|
|
|
(107,210 |
) |
|
|
(99,857 |
) |
Income tax paid |
|
|
|
|
(1,354,548 |
) |
|
|
(691,566 |
) |
Net cash generated from operating activities |
|
|
|
|
8,616,433 |
|
|
|
7,319,709 |
|
(Continued)
-15-
ChipMOS TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
|
|
|
|
Years ended December 31, |
|
||||
|
Notes |
|
|
2022 |
|
|
|
2021 |
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Acquisition of financial assets at amortized cost |
|
|
$ |
(133,182 |
) |
|
$ |
- |
|
Proceeds from repayments of financial assets at amortized cost |
|
|
|
69,022 |
|
|
|
188,023 |
|
Proceeds from disposal of financial assets at fair value through profit or loss |
|
|
|
- |
|
|
|
9,427 |
|
Acquisition of property, plant and equipment |
6(28) |
|
|
(4,699,369 |
) |
|
|
(5,881,506 |
) |
Proceeds from disposal of property, plant and equipment |
|
|
|
77,339 |
|
|
|
120,586 |
|
Increase in refundable deposits |
|
|
|
(493 |
) |
|
|
(92 |
) |
Increase in other non-current assets |
|
|
|
(400,569 |
) |
|
|
(501,177 |
) |
Increase in long-term deferred revenue |
|
|
|
25,328 |
|
|
|
49,349 |
|
Net cash used in investing activities |
|
|
|
(5,061,924 |
) |
|
|
(6,015,390 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
6(29) |
|
|
|
|
|
|
|
|
Proceeds from short-term bank loans |
|
|
|
348,006 |
|
|
|
2,195,726 |
|
Payments on short-term bank loans |
|
|
|
(1,079,757 |
) |
|
|
(1,463,975 |
) |
Payments on lease liabilities |
|
|
|
(237,869 |
) |
|
|
(289,668 |
) |
Proceeds from long-term bank loans |
|
|
|
4,567,672 |
|
|
|
4,908,782 |
|
Payments on long-term bank loans |
|
|
|
(54,000 |
) |
|
|
(3,256,450 |
) |
Decrease in guarantee deposits |
|
|
|
(25 |
) |
|
|
(45 |
) |
Cash dividend paid |
6(16) |
|
|
(3,127,133 |
) |
|
|
(1,599,928 |
) |
Net cash generated from financing activities |
|
|
|
416,894 |
|
|
|
494,442 |
|
Effect of foreign exchange rate changes |
|
|
|
19,025 |
|
|
|
(6,236 |
) |
Net increase in cash and cash equivalents |
|
|
|
3,990,428 |
|
|
|
1,792,525 |
|
Cash and cash equivalents at beginning of year |
|
|
|
5,906,176 |
|
|
|
4,113,651 |
|
Cash and cash equivalents at end of year |
|
|
$ |
9,896,604 |
|
|
$ |
5,906,176 |
|
The accompanying notes are an integral part of these consolidated financial statements.
-16-
Attachment 3-2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of ChipMOS TECHNOLOGIES INC.
Opinion
We have audited the accompanying parent company only balance sheets of ChipMOS TECHNOLOGIES INC. (the “Company”) as of December 31, 2022 and 2021, 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 parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of other independent accountants, as described in the Other matters section of our report, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Independent accountants’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, 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 Company’s 2022 parent company only financial statements. 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.
Key audit matters for the Company’s 2022 parent company only financial statements are stated as follows:
Measuring progress towards satisfaction of performance obligation
Description
Please refer to Note 4(25) to the parent company only financial statements for the accounting policies on revenue recognition; Note 5 for uncertainty of accounting estimate and assumptions of revenue recognition; and Note 6(18) for details of the revenue.
The Company’s revenue is primarily generated from the assembly and testing services of high- integration and high-precision integrated circuits based on customer’s specification, and is recognized based on measuring progress towards satisfaction of performance obligation during the service period. The Company recognized revenue associated with assembly services, services for Liquid Crystal Display and other Flat-Panel Display Driver Semiconductors and Bumping totaling NT$18,273,067 thousand for the year ended December 31, 2022. Such revenue is recognized over a period of time, during which the Company satisfied its performance obligations to the customer. The Company used an input method (input costs incurred as a percentage of total expected input costs) to measure the progress towards satisfaction of performance obligation and determine the amount of related revenue. Since the measurement of the progress towards satisfaction of performance obligation is complex and subject to management’s significant estimation, measuring progress towards satisfaction of performance obligation was identified as a key audit matter.
How our audit addressed the matter
Our key audit procedures performed in respect of the above included the following:
-17-
Other matters
Report of other independent accountants
We did not audit the financial statements of a certain investment accounted for using the equity method which were audited by other independent accountants. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in the parent company only financial statements and the information on the investee disclosed in Note 13 is based solely on the reports of the other independent accountants. The balance of this investment accounted for using the equity method amounted to NT$267,070 thousand and NT$304,437 thousand, constituting 0.6% and 0.7% of the total assets as of December 31, 2022 and 2021, respectively, and total net comprehensive (loss) income including the share of profit and other comprehensive income of associate accounted for using the equity method amounted to (NT$20,919) thousand and NT$61,284 thousand, constituting (0.6%) and 1.2% of the total comprehensive income for the years then ended, respectively.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal controls as management determines are necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Company’s financial reporting process.
Independent accountants’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-18-
We communicate with those charged with governance regarding 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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
/s/ Chien-Yeh Hsu |
|
/s/ Yi-Chang Liang |
Chien-Yeh Hsu |
|
Yi-Chang Liang |
For and on behalf of PricewaterhouseCoopers, Taiwan |
|
|
February 23, 2023 |
|
|
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.
-19-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
|
|
|
|
|
|
December 31, 2022 |
|
December 31, 2021 |
||||||
Assets |
|
Notes |
|
|
Amount |
|
% |
|
|
Amount |
|
% |
||
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
1100 |
|
Cash and cash equivalents |
|
6(1) |
|
$ |
9,719,007 |
|
22 |
|
$ |
5,687,767 |
|
13 |
1110 |
|
Current financial assets at fair value through profit or loss |
|
6(2) |
|
|
128,224 |
|
- |
|
|
359,960 |
|
1 |
1140 |
|
Current contract assets |
|
6(18) |
|
|
381,358 |
|
1 |
|
|
400,255 |
|
1 |
1150 |
|
Notes receivable, net |
|
|
|
|
- |
|
- |
|
|
1,035 |
|
- |
1170 |
|
Accounts receivable, net |
|
6(4) |
|
|
4,381,563 |
|
10 |
|
|
6,344,246 |
|
15 |
1200 |
|
Other receivables |
|
|
|
|
129,695 |
|
- |
|
|
86,569 |
|
- |
130X |
|
Inventories |
|
6(5) |
|
|
3,210,409 |
|
7 |
|
|
3,207,177 |
|
8 |
1410 |
|
Prepayments |
|
|
|
|
122,370 |
|
- |
|
|
148,937 |
|
- |
11XX |
|
Total current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
18,072,626 |
|
40 |
|
|
16,235,946 |
|
38 |
1517 |
|
Non-current financial assets at fair value through other comprehensive income |
|
6(6) |
|
|
338,102 |
|
1 |
|
|
384,521 |
|
1 |
1535 |
|
Non-current financial assets at amortized cost |
|
6(3) and 8 |
|
|
37,362 |
|
- |
|
|
37,539 |
|
- |
1550 |
|
Investments accounted for using equity method |
|
6(7) |
|
|
4,607,173 |
|
10 |
|
|
4,146,429 |
|
10 |
1600 |
|
Property, plant and equipment |
|
6(8) and 8 |
|
|
20,445,571 |
|
46 |
|
|
20,110,329 |
|
47 |
1755 |
|
Right-of-use assets |
|
6(9) |
|
|
896,759 |
|
2 |
|
|
830,264 |
|
2 |
1840 |
|
Deferred tax assets |
|
6(26) |
|
|
159,286 |
|
- |
|
|
180,598 |
|
1 |
1920 |
|
Refundable deposits |
|
|
|
|
20,368 |
|
- |
|
|
19,960 |
|
- |
1990 |
|
Other non-current assets |
|
|
|
|
335,650 |
|
1 |
|
|
565,970 |
|
1 |
15XX |
|
Total non-current assets |
|
|
|
|
26,840,271 |
|
60 |
|
|
26,275,610 |
|
62 |
1XXX |
|
Total assets |
|
|
|
$ |
44,912,897 |
|
100 |
|
$ |
42,511,556 |
|
100 |
(Continued)
-20-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
|
|
|
|
|
|
December 31, 2022 |
|
December 31, 2021 |
||||||
Liabilities and Equity |
|
Notes |
|
|
Amount |
|
% |
|
|
Amount |
|
% |
||
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
2100 |
|
Short-term bank loans |
|
6(10)(29) |
|
$ |
- |
|
- |
|
$ |
731,751 |
|
2 |
2150 |
|
Notes payable |
|
|
|
|
132 |
|
- |
|
|
23 |
|
- |
2170 |
|
Accounts payable |
|
|
|
|
560,802 |
|
1 |
|
|
1,012,391 |
|
2 |
2200 |
|
Other payables |
|
6(11) |
|
|
3,777,177 |
|
9 |
|
|
4,369,890 |
|
10 |
2220 |
|
Other payables—related parties |
|
|
|
|
4,000 |
|
- |
|
|
3,200 |
|
- |
2230 |
|
Current tax liabilities |
|
|
|
|
201,521 |
|
1 |
|
|
814,053 |
|
2 |
2250 |
|
Current provisions |
|
|
|
|
26,643 |
|
- |
|
|
4,281 |
|
- |
2280 |
|
Current lease liabilities |
|
6(29) |
|
|
158,678 |
|
- |
|
|
164,133 |
|
1 |
2320 |
|
Long-terms bank loans, current portion |
|
6(12)(29) and 8 |
|
|
1,522,917 |
|
3 |
|
|
46,826 |
|
- |
2365 |
|
Current refund liabilities |
|
|
|
|
37,123 |
|
- |
|
|
9,849 |
|
- |
2399 |
|
Other current liabilities |
|
|
|
|
22,279 |
|
- |
|
|
14,191 |
|
- |
21XX |
|
Total current liabilities |
|
|
|
|
6,311,272 |
|
14 |
|
|
7,170,588 |
|
17 |
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
2540 |
|
Long-term bank loans |
|
6(12)(29) and 8 |
|
|
12,444,884 |
|
28 |
|
|
9,366,539 |
|
22 |
2570 |
|
Deferred tax liabilities |
|
6(26) |
|
|
176,889 |
|
- |
|
|
261,973 |
|
1 |
2580 |
|
Non-current lease liabilities |
|
6(29) |
|
|
759,447 |
|
2 |
|
|
681,469 |
|
2 |
2630 |
|
Long-term deferred revenue |
|
|
|
|
127,657 |
|
- |
|
|
120,188 |
|
- |
2640 |
|
Net defined benefit liability, non-current |
|
6(13) |
|
|
259,215 |
|
1 |
|
|
503,288 |
|
1 |
2645 |
|
Guarantee deposits |
|
6(29) |
|
|
21,600 |
|
- |
|
|
21,625 |
|
- |
25XX |
|
Total non-current liabilities |
|
|
|
|
13,789,692 |
|
31 |
|
|
10,955,082 |
|
26 |
2XXX |
|
Total liabilities |
|
|
|
|
20,100,964 |
|
45 |
|
|
18,125,670 |
|
43 |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock |
|
6(14) |
|
|
|
|
|
|
|
|
|
|
3110 |
|
Capital stock—common stock |
|
|
|
|
7,272,401 |
|
16 |
|
|
7,272,401 |
|
17 |
|
|
Capital surplus |
|
6(15) |
|
|
|
|
|
|
|
|
|
|
3200 |
|
Capital surplus |
|
|
|
|
6,064,637 |
|
13 |
|
|
6,064,485 |
|
14 |
|
|
Retained earnings |
|
6(16) |
|
|
|
|
|
|
|
|
|
|
3310 |
|
Legal reserve |
|
|
|
|
2,575,987 |
|
6 |
|
|
2,070,505 |
|
5 |
3350 |
|
Unappropriated retained earnings |
|
|
|
|
8,657,696 |
|
19 |
|
|
8,740,451 |
|
20 |
|
|
Other equity interest |
|
6(17) |
|
|
|
|
|
|
|
|
|
|
3400 |
|
Other equity interest |
|
|
|
|
241,212 |
|
1 |
|
|
238,044 |
|
1 |
3XXX |
|
Total equity |
|
|
|
|
24,811,933 |
|
55 |
|
|
24,385,886 |
|
57 |
|
|
Significant contingent liabilities and unrecognized contract commitments |
|
|
|
|
|
|
|
|
|
|
|
|
3X2X |
|
Total liabilities and equity |
|
9 |
|
$ |
44,912,897 |
|
100 |
|
$ |
42,511,556 |
|
100 |
The accompanying notes are an integral part of these financial statements.
-21-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except earnings per share)
|
|
|
|
|
|
Years ended December 31, |
|
|||||||||||||
|
|
|
|
|
|
2022 |
|
|
2021 |
|
||||||||||
Items |
|
Notes |
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
||||||
4000 |
|
Revenue |
|
6(18) |
|
$ |
23,517,064 |
|
|
100 |
|
|
$ |
27,400,035 |
|
|
100 |
|
||
5000 |
|
Cost of revenue |
|
6(5)(24)(25) |
|
|
(18,605,007 |
) |
|
|
(79 |
) |
|
|
(20,146,057 |
) |
|
|
(74 |
) |
5900 |
|
Gross profit |
|
|
|
4,912,057 |
|
|
21 |
|
|
7,253,978 |
|
|
26 |
|
||||
|
|
Operating expenses |
|
6(24)(25) and 7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6100 |
|
Sales and marketing expenses |
|
|
|
|
(130,676 |
) |
|
|
(1 |
) |
|
|
(117,750 |
) |
|
- |
|
|
6200 |
|
General and administrative expenses |
|
|
|
|
(528,924 |
) |
|
|
(2 |
) |
|
|
(553,235 |
) |
|
|
(2 |
) |
6300 |
|
Research and development expenses |
|
|
|
|
(1,158,598 |
) |
|
|
(5 |
) |
|
|
(1,139,220 |
) |
|
|
(4 |
) |
6000 |
|
Total operating expenses |
|
|
|
|
(1,818,198 |
) |
|
|
(8 |
) |
|
|
(1,810,205 |
) |
|
|
(6 |
) |
6500 |
|
Other income (expenses), net |
|
6(19) |
|
129,933 |
|
|
1 |
|
|
125,587 |
|
|
- |
|
||||
6900 |
|
Operating profit |
|
|
|
3,223,792 |
|
|
14 |
|
|
5,569,360 |
|
|
20 |
|
||||
|
|
Non-operating income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7100 |
|
Interest income |
|
6(20) |
|
54,785 |
|
|
- |
|
|
8,763 |
|
|
- |
|
||||
7010 |
|
Other income |
|
6(21) |
|
66,991 |
|
|
- |
|
|
34,496 |
|
|
- |
|
||||
7020 |
|
Other gains and losses |
|
6(22) |
|
385,322 |
|
|
2 |
|
|
64,334) |
|
|
- |
|
||||
7050 |
|
Finance costs |
|
6(23) |
|
|
(153,139 |
) |
|
|
(1 |
) |
|
|
(131,089 |
) |
|
- |
|
|
7070 |
|
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method |
|
|
|
436,790 |
|
|
2 |
|
|
617,594 |
|
|
2 |
|
||||
7000 |
|
Total non-operating income (expenses) |
|
|
|
790,749 |
|
|
3 |
|
|
465,430 |
|
|
2 |
|
||||
7900 |
|
Profit before income tax |
|
|
|
4,014,541 |
|
|
17 |
|
|
6,034,790 |
|
|
22 |
|
||||
7950 |
|
Income tax expense |
|
6(26) |
|
|
(642,567 |
) |
|
|
(3 |
) |
|
|
(975,721 |
) |
|
|
(3 |
) |
8200 |
|
Profit for the year |
|
|
|
$ |
3,371,974 |
|
|
|
14 |
|
|
$ |
5,059,069 |
|
|
|
19 |
|
(Continued)
-22-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except earnings per share)
|
|
|
|
|
|
Years ended December 31, |
||||||||||
|
|
|
|
|
|
|
2022 |
|
2021 |
|||||||
Items |
|
Notes |
|
Amount |
|
|
% |
|
Amount |
|
|
% |
||||
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8311 |
|
Gain (loss) on remeasurements of defined benefit plans |
|
6(13) |
|
$ |
222,234 |
|
|
1 |
|
$ |
(14,999 |
) |
|
- |
8316 |
|
Unrealized (loss) gain on valuation of equity instruments at fair value through other comprehensive income |
|
6(6)(17) |
|
|
(46,419 |
) |
|
- |
|
|
122,514 |
|
|
- |
8330 |
|
Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures accounted for using equity method that will not be reclassified to profit or loss |
|
6(7) |
|
|
(28,254 |
) |
|
- |
|
28,843 |
|
|
- |
|
8349 |
|
Income tax effect on components that will not be reclassified to profit or loss |
|
6(26) |
|
|
(35,163 |
) |
|
- |
|
|
(21,504 |
) |
|
- |
8310 |
|
Components of other comprehensive income that will not be reclassified to profit or loss |
|
|
|
112,398 |
|
|
1 |
|
114,854 |
|
|
- |
||
8361 |
|
Exchange differences on translation of foreign operations |
|
6(17) |
|
68,656 |
|
|
- |
|
(24,695 |
) |
|
- |
||
8360 |
|
Components of other comprehensive income (loss) that will be reclassified to profit or loss |
|
|
|
68,656 |
|
|
- |
|
|
(24,695 |
) |
|
- |
|
8300 |
|
Other comprehensive income, net of income tax |
|
|
|
181,054 |
|
|
1 |
|
90,159 |
|
|
- |
||
8500 |
|
Total comprehensive income for the year |
|
|
|
3,553,028 |
|
|
15 |
|
5,149,228 |
|
|
19 |
||
9750 |
|
Earnings per share-basic |
|
6(27) |
|
$ |
|
|
|
4.64 |
|
$ |
6.96 |
|||
9850 |
|
Earnings per share-diluted |
|
6(27) |
|
$ |
4.54 |
|
$ |
6.81 |
The accompanying notes are an integral part of these financial statements.
-23-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars, except earnings per share)
|
|
|
|
|
|
|
|
Retained earnings |
|
Other equity interest |
|
|
|||||||||||||
|
Notes |
|
Capital stock— common stock |
|
Capital surplus |
|
Legal reserve |
|
Special reserve |
|
Unappropriated retained earnings |
|
Financial statements translation differences of foreign operations |
|
Unrealized gain (loss) on valuation of financial assets at fair value through other comprehensive income |
|
Total equity |
||||||||
Year 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2021 |
|
|
$ |
7,272,401 |
|
$ |
6,059,651 |
|
$ |
1,837,894 |
|
$ |
19,802 |
|
$ |
5,498,370 |
|
$ |
(61,330) |
|
$ |
204,964 |
|
$ |
20,831,752 |
Profit for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
5,059,069 |
|
|
- |
|
|
- |
|
|
5,059,069 |
Other comprehensive (loss) income |
6(17) |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(4,251) |
|
|
(24,695) |
|
|
119,105 |
|
|
90,159 |
Total comprehensive income (loss) for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
5,054,818 |
|
|
(24,695) |
|
|
119,105 |
|
|
5,149,228 |
Appropriation of prior year’s earnings: |
6(16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve |
|
|
|
- |
|
|
- |
|
|
232,611 |
|
|
- |
|
|
(232,611) |
|
|
- |
|
|
- |
|
|
- |
Special reserve |
|
|
|
- |
|
|
- |
|
|
- |
|
|
(19,802) |
|
|
19,802 |
|
|
- |
|
|
- |
|
|
- |
Cash dividends |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(1,599,928) |
|
|
- |
|
|
- |
|
|
(1,559,928) |
Changes in associates accounted for using equity method |
6(15) |
|
|
- |
|
|
4,834 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
4,834 |
Balance at December 31, 2021 |
|
|
$ |
7,272,401 |
|
$ |
6,064,485 |
|
$ |
2,070,505 |
|
$ |
- |
|
$ |
8,740,451 |
|
$ |
(86,025) |
|
$ |
324,069 |
|
$ |
24,385,886 |
Year 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2022 |
|
|
$ |
7,272,401 |
|
$ |
6,064,485 |
|
$ |
2,070,505 |
|
$ |
- |
|
$ |
8,740,451 |
|
$ |
(86,025) |
|
$ |
324,069 |
|
$ |
24,385,886 |
Profit for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3,371,974 |
|
|
- |
|
|
- |
|
|
3,371,974 |
Other comprehensive income (loss) |
6(17) |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
177,886 |
|
|
68,656 |
|
|
(65,488) |
|
|
181,054 |
Total comprehensive income (loss) for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3,549,860 |
|
|
68,656 |
|
|
(65,488) |
|
|
3,553,028 |
Appropriation of prior year’s earnings: |
6(16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve |
|
|
|
- |
|
|
- |
|
|
505,482 |
|
|
- |
|
|
(505,482) |
|
|
- |
|
|
- |
|
|
- |
Cash dividends |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(3,127,133) |
|
|
- |
|
|
- |
|
|
(3,127,133) |
Changes in associates accounted for using equity method |
6(15) |
|
|
- |
|
|
152 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
152 |
Balance at December 31, 2022 |
|
|
$ |
7,272,401 |
|
$ |
6,064,637 |
|
$ |
2,575,987 |
|
$ |
- |
|
$ |
8,657,696 |
|
$ |
(17,369) |
|
$ |
258,581 |
|
$ |
24,811,933 |
The accompanying notes are an integral part of these financial statements.
-24-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
|
|
|
|
Years ended December 31, |
||||
|
|
Notes |
|
|
2022 |
|
|
2021 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Profit before income tax |
|
|
|
$ |
4,014,541 |
|
$ |
6,034,790 |
Adjustments to reconcile profit (loss) |
|
|
|
|
|
|
|
|
Depreciation expenses |
|
6(8)(9)(24) |
|
|
4,743,449 |
|
|
4,626,307 |
Expected credit losses |
|
|
|
|
897 |
|
|
299 |
Interest expense |
|
6(23) |
|
|
142,299 |
|
|
120,903 |
Interest income |
|
6(20) |
|
|
(54,785) |
|
|
(8,763 ) |
Dividends income |
|
6(21) |
|
|
(9,816 ) |
|
|
(4,690 ) |
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method |
|
|
|
|
(436,790 ) |
|
|
(617,594 ) |
Loss (gain) on valuation of financial assets at fair value through profit or loss |
|
6(2)(22) |
|
|
69,404 |
|
|
(16,203) |
Gain on disposal of property, plant and equipment |
|
6(19) |
|
|
(74,548 ) |
|
|
(33,935 ) |
Gain from lease modifications |
|
6(19) |
|
|
(139 ) |
|
|
(891 ) |
Impairment loss on property, plant and equipment |
|
6(8)(19) |
|
|
12,721 |
|
|
4,843 |
Deferred income |
|
|
|
|
(17,859 ) |
|
|
(12,389 ) |
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Changes in operating assets |
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
|
|
|
|
162,332 |
|
|
(290,637 ) |
Current contract assets |
|
|
|
|
18,788 |
|
|
(11,242 ) |
Notes receivable |
|
|
|
|
1,035 |
|
|
(436 ) |
Accounts receivable |
|
|
|
|
1,961,924 |
|
|
(980,380 ) |
Other receivables |
|
|
|
|
17,340 |
|
|
(47,242 ) |
Inventories |
|
|
|
|
(3,232 ) |
|
|
(1,105,102 ) |
Prepayments |
|
|
|
|
37,745 |
|
|
(67,223 ) |
Other non-current assets |
|
|
|
|
— |
|
|
6,915 |
Changes in operating liabilities |
|
|
|
|
|
|
|
|
Notes payable |
|
|
|
|
109 |
|
|
(2,876 ) |
Accounts payable |
|
|
|
|
(451,589 ) |
|
|
45,570 |
Other payables |
|
|
|
|
(172,107 ) |
|
|
463,551 |
Other payables — related parties |
|
|
|
|
800 |
|
|
(158) |
Current provisions |
|
|
|
|
22,362 |
|
|
818 |
Current refund liabilities |
|
|
|
|
27,274 |
|
|
(15 ) |
Other current liabilities |
|
|
|
|
8,088 |
|
|
(6,859 ) |
Net defined benefit liability, non-current |
|
|
|
|
(21,839) |
|
|
(23,362 ) |
Cash generated from operations |
|
|
|
|
9,998,404 |
|
|
8,074,000 |
Interest received |
|
|
|
|
40,123 |
|
|
9,115 |
Dividend received |
|
|
|
|
26,416 |
|
|
17,140 |
Interest paid |
|
|
|
|
(107,070 ) |
|
|
(99,762 ) |
Income tax paid |
|
|
|
|
(1,354,034) |
|
|
(691,050 ) |
Net cash generated from operating activities |
|
|
|
|
8,603,839 |
|
|
7,309,443 |
(Continued)
-25-
ChipMOS TECHNOLOGIES INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
|
|
|
|
Years ended December 31, |
||||
|
|
Notes |
|
|
2022 |
|
|
2021 |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Acquisition of financial assets at amortized cost |
|
|
|
$ |
(37,362) |
|
$ |
— |
Proceeds from repayments of financial assets at amortized cost |
|
|
|
|
37,539 |
|
|
10,780 |
Acquisition of property, plant and equipment |
|
6(28) |
|
|
(4,699,369 ) |
|
|
(5,881,085) |
Proceeds from disposal of property, plant and equipment |
|
|
|
|
77,339 |
|
|
120,586 |
(Increase) decrease in refundable deposits |
|
|
|
|
(408 ) |
|
|
460 |
Increase in other non-current assets |
|
|
|
|
(400,569 ) |
|
|
(501,177 ) |
Increase in long-term deferred revenue |
|
|
|
|
25,328 |
|
|
49,349 |
Net cash used in investing activities |
|
|
|
|
(4,997,502 ) |
|
|
(6,201,087 ) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
6(29) |
|
|
|
|
|
|
Proceeds from short-term bank loans |
|
|
|
|
348,006 |
|
|
2,195,726 |
Payments on short-term bank loans |
|
|
|
|
(1,079,757 ) |
|
|
(1,463,975 ) |
Payments on lease liabilities |
|
|
|
|
(229,860 ) |
|
|
(281,782 ) |
Proceeds from long-term bank loans |
|
|
|
|
4,567,672 |
|
|
4,908,782 |
Payments on long-term bank loans |
|
|
|
|
(54,000 ) |
|
|
(3,256,450 ) |
Decrease in guarantee deposits |
|
|
|
|
(25 ) |
|
|
(45 ) |
Cash dividend paid |
|
6(16) |
|
|
(3,127,133 ) |
|
|
(1,599,928 ) |
Net cash generated from financing activities |
|
|
|
|
424,903 |
|
|
502,327 |
Net increase in cash and cash equivalents |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
|
|
4,031,240 |
|
|
1,610,683 |
Cash and cash equivalents at end of year |
|
|
|
|
5,687,767 |
|
|
4,077,084 |
|
|
|
|
$ |
9,719,007 |
|
$ |
5,687,767 |
The accompanying notes are an integral part of these financial statements.
-26-
Attachment 4
ChipMOS TECHNOLOGIES INC.
Earnings Distribution Proposal
2022
Unit: NT$
Items |
|
Total |
|
|
Amount |
|
Note |
Unappropriated retained earnings at January 1, 2022 |
|
|
|
$ |
5,107,836,952 |
|
|
|
|
|
|
|
|
|
|
After tax earnings of year 2022 |
|
3,371,973,718 |
|
|
|
|
|
Add:Remeasurement of defined benefit plans |
|
177,787,098 |
|
|
|
|
|
Add:Impact from investment accounted for using equity method |
|
98,067 |
|
|
|
|
|
After tax earnings of year plus items other than after tax earnings of year |
|
|
|
|
3,549,858,883 |
|
|
Less:Appropriation of legal reserve |
|
|
|
|
(354,985,888) |
|
|
Retained earnings available for distribution as of December 31, 2022 |
|
|
|
|
8,302,709,947 |
|
|
Distribution items |
|
|
|
|
|
|
|
Dividends to shareholders (NT$2.3 per share) |
|
|
|
|
(1,672,652,290) |
|
|
Unappropriated retained earnings at December 31, 2022 |
|
|
|
$ |
6,630,057,657 |
|
|
|
|
|
|
|
|
|
|
Note 1: As of December 31, 2022, the number of the Company’s outstanding shares entitled to participate in distribution is 727,240,126 shares.
Note 2: The distribution of less than $1 (fractional share) cash dividends are recognized as other income.
Chairman: Shih-Jye Cheng |
President: Shih-Jye Cheng |
Accounting Officer: Silvia Su |
-27-
Attachment 5
ChipMOS TECHNOLOGIES INC.
List of Release the Prohibition on Directors from Participation in Competitive Business
No |
|
Title |
|
Name |
|
Current positions at the other company |
1 |
|
Director |
|
David Chang (representative, Siliconware Precision Industries Co., Ltd.) |
|
Vice President of Siliconware Precision Industries Co., Ltd. |
2 |
|
Independent Director |
|
Hui-Fen Chan |
|
Independent Director / Audit Committee Member / Compensation Committee Member of Taiwan Mask Corp. |
3 |
|
Independent Director |
|
Hong-Tzer Yang |
|
Independent Director of China Leasing Company Limited (candidate) |
-28-
Appendix 1
ChipMOS TECHNOLOGIES INC.
Rules of Procedure for Shareholders’ Meeting
The time of shareholders’ sign-in shall be 30 minutes or earlier before the Meeting begins. The place for sign-in shall be indicated expressly and operated by adequate staff.
For the virtual shareholders meeting, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend the Meeting upon the attendance certificate, attendance card, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders.
Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card instead of signing in.
The Company shall furnish attending shareholders with the meeting agenda, annual report, attendance certificate, speech note, ballots and other related meeting documents. Election ballots shall be furnished as well in the event that director(s) will be elected in that Meeting.
Any government or juristic person shareholder which is a shareholder of the Company may designate more than one person as its representatives to attend the Meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
-29-
With respect to resolutions of shareholders meeting, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.
The director who assumes the acting chair of the Meeting pursuant to the preceding paragraph shall hold an office at least 6 months above and fully understand the situation of finance and business of the Company. The same applies in the case which the chairman is the representative of juristic person shareholder.
-30-
It is advisable that shareholders meeting convened by the board of directors be chaired by the chairman in person and attended by a majority of the directors, and Audit Committee convener in person and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If the Meeting is convened by any other person entitled to convene the Meeting instead of the Board, such person shall preside over the Meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The recording referred to in the preceding paragraph shall be preserved for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
The chairman shall call the Meeting to order at the time scheduled for the Meeting. and announce relevant information such as the number of non-voting rights and the number of shares present.
However, when the attending shareholders do not represent a majority of the total issued shares of the Company, the chairman may postpone the time for Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If, after two postponements, the attending shareholders still represent less than one third of the total issued shares of Company, the chairman shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another Meeting shall be convened within 1 month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article II.
When, prior to conclusion of the Meeting, the attending shareholders represent a majority of the total issued shares, the chairman may resubmit the tentative resolution for a vote by the Meeting pursuant to Article 174 of the Company Act.
Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election
-31-
or dismissal of directors and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the “Securities Exchange Act”, Articles 56-1 and 60-2 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding 1% or more of the total issued shares of the Company may submit to the Company a written proposal for discussion at an annual Meeting. However, each of such shareholders can only submit 1 proposal. Otherwise, all of his/her proposals shall not be included in the meeting agenda. In the event that any proposal made by a shareholder falls within the scope of the circumstances set forth in any subparagraph of Paragraph 4 of Article 172-1 of the Company Act, the Board may exclude such proposal from the meeting agenda. A shareholder may submit a proposal for urging a company to promote public interests or fulfill its social responsibilities and the number of proposal proposed is limited to one only and no proposal containing more than one will be included in the meeting agenda under Article 172-1 of the Company Act.
The Company shall, prior to the date on which transfer registration is suspended for the convention of an annual Meeting, give a public announcement regarding the period, method and places for shareholders to submit proposals in writing or electronically. Such period shall not be less than 10 days.
A shareholder’s proposal shall be limited to 300 words. Any proposal with a text length that exceeds 300 words shall be excluded from the agenda. The shareholder who submitted a proposal shall attend the annual Meeting in person or by his/her proxy to participate in the discussion regarding the proposal made by him/her.
-32-
The Company shall, prior to the date of Meeting notice issuance, inform the shareholders who submitted proposals the proposal screening result, and shall list the proposals that conform to this Article in the Meeting notice. At the Meeting, the Board shall explain the reasons for exclusion of any shareholder’s proposal in the meeting agenda.
If a Meeting is convened by the Board, the meeting agenda shall be provided by the Board, The meeting shall proceed in the order set by the agenda (including extraordinary motions and revision of original proposal) which may not be changed without a resolution of the shareholders meeting.
The preceding paragraph shall apply mutatis mutandis to cases where the Meeting is convened by a person, other than the Board, who is entitled to convene such Meeting. The chairman shall not announce adjournment of the Meeting until the agenda set in the two preceding paragraphs (including the special motions) is duly resolved by the Meeting. However, in the event that the chairman violates the Rules and Procedures and announces the adjournment of the Meeting, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of votes represented by shareholders present at the Meeting to act as the chairman and continue the Meeting.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Articles X to XII do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
on-site immediately and recorded in the Meeting minutes.
The election of directors at a shareholder’s meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the name and the number of voting rights by each candidate.
-33-
The ballots for the elections set forth in the preceding paragraph shall be sealed and signed by the persons monitoring the ballots and properly kept for at least 1 year.
However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, such ballots shall be kept until the conclusion of such litigation.
If a Meeting cannot be finished with the agenda (including special motions) while the arranged venue of the Meeting can no longer be used, a resolution to find another place to continue the Meeting may be adopted.
A resolution may be adopted to postpone or continue the Meeting within 5 days according to Article 182 of the Company Act.
Shareholders of the Company should exercise their voting rights by electronic and in writing means. When voting rights are exercised in writing or by electronic method, the method of exercise shall be specified in the meeting notice. Shareholders who exercised their voting rights in writing or by electronic method shall be deemed as attended the Meeting in person. However, such shareholders' voting rights in respect to the special motions and amendments to the original proposals at the Meeting shall be deemed to be waived by such shareholders; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
The shareholder who intends to exercise his/her voting rights in writing or by electronic method as stated in the preceding paragraph shall serve the Company his/her voting rights exercising result in writing (the “Voting Exercising”) no later than two (2) days prior to the Meeting. If two or more Voting Exercising is received by the Company from one shareholder, the first one received by the Company shall prevail, unless the later one is sent to revoke the previous one.
The shareholder who has exercised his/her voting rights in writing or by electronic method and thereafter wants to attend the Meeting in person or online shall revoke his/her Voting. Exercising via the same method he/she took previously to serve his/her Voting.
Exercising to the Company by at least two (2) day before the Meeting. In the event that the shareholder fails to revoke his/her Voting Exercising on time, the Voting Exercising shall prevail. If a shareholder has exercised his/her voting right in writing or by electronic method but also appoints a proxy by power of attorney to attend the Meeting, the voting rights exercised by the proxy shall prevail.
Unless otherwise provided in the Company Act or the Company’s Articles of Incorporation, a resolution of the Meeting shall be adopted by a majority of votes represented by shareholders present at the Meeting.
At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article II decide to attend the physical shareholders meeting in person, they shall revoke their
-34-
registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair’s and secretary’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
During the Company’s virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
-35-
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors. When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the “Regulations Governing the Administration of Shareholder Services of Public Companies”.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the “Regulations Governing the Administration of Shareholder Services of Public Companies”, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
-36-
Appendix 2
ChipMOS TECHNOLOGIES INC.
Articles of Incorporation
SECTION I GENERAL PROVISIONS
Article 1
The Company has been incorporated as a company limited by shares under the Company Act. The name of the Company is "南茂科技股份有限公司" in Chinese, and "ChipMOS TECHNOLOGIES INC." in English.
Article 2
The scope of business of the Company shall be as follows:
CC01080 Electronic Parts and Components Manufacturing,
I501010 Product Designing,
F119010 Wholesale of Electronic Materials,
CC01120 Data Storage Media Manufacturing and Duplicating, and
F401010 International Trade (limited to the import and export of the registered business items)
The research, development, production, manufacturing, and sales of the products listed below:
Article 3
The Company may conduct investment which is necessary for its business operations, and may act as a shareholder with limited liability of another company by the resolution of the Board of Directors. The total amount of the Company’s investment shall not be subject to the restriction of the total amount of the investment provided in Article 13 of the Company Act.
Article 4
The Company may provide guarantee as required by its business operations in accordance with the Operational Procedures for Endorsements and Guarantees.
Article 5
The Company establishes its head office in Hsinchu Science Park, and may, when necessary, establish branches domestically or abroad in accordance with the laws and regulations by the resolution of the board of directors and with the approval of the competent authorities.
Article 6
Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.
-37-
SECTION II CAPITALSTOCK
Article 7
The total capital of the Company shall be in the amount of 9,700,000,000 New Taiwan Dollars, divided into 970,000,000 shares, of which the par value is 10 New Taiwan Dollars per share. For the shares not yet issued, the board of directors is authorized to issue such shares in installments based on the actual need.
970,000,000 New Taiwan Dollars included in the total capital under paragraph 1, which is equivalent to 97,000,000 shares at a par value of 10 New Taiwan Dollars each, shall be reserved for the employee stock options. The board of directors is authorized to issue such shares in installments based on the actual need.
Article 7-1
If the Company issues the employee stock options after the Company has been listed on a stock exchange, the Company may issue the employee stock options at a price below the market price; provided however, that such issuance shall be adopted by two-thirds or more of the shareholders present at a shareholders' meeting who represent the majority of the total number of issued shares. The employee stock options may be issued in installments within a year after the resolution of the shareholders' meeting.
In the event that the Company buys back treasury stocks and transfers them to the employees at a price below the average buy-back price, before making the transfer, the Company shall obtain the approval of two-thirds or more of the shareholders present at a shareholders' meeting who represent the majority of the total number of issued shares.
Article 7-2
The employees entitled to receive treasury stock bought back by the company in accordance with the Company Act may include employees of parents or subsidiaries of the Company meeting certain specific requirements.
The employees entitled to receive share subscription warrants may include employees of parents or subsidiaries of the Company meeting certain specific requirements.
When the Company issues new shares, the employees entitled to subscribe the new shares may include employees of parents or subsidiaries of the Company meeting certain specific requirements.
The employees entitled to receive restricted stock may include employees of parents or subsidiaries of the Company meeting certain specific requirements.
Article 8
The stock certificates of the Company shall be in a name-bearing form, and shall be made in accordance with the relevant regulations of the Company Act. The shares may be issued without printing share certificates; provided however, that the shares issued without share certificates shall be registered with a centralized securities depository enterprise.
Article 9
The matters related to the shares of the Company shall be conducted in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies and other related laws and regulations.
Article 10
Registration for transfer of shares shall be suspended sixty days prior to the date of an annual meeting of the shareholders, thirty days prior to the date of a special meeting of the shareholders, or five days prior to the record day for the distribution of dividend, bonus, or any other benefit by the Company.
SECTION III SHAREHOLDERS’ MEETING
Article 11
Meetings of the shareholders are of two kinds: annual meetings and special meetings. Annual meetings shall be held at least once a year and shall be convened within six months after the close of each fiscal year in accordance with the law. Special meetings shall be held when necessary according to the law.
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In case a shareholder is unable to attend the shareholders’ meeting, he or she may appoint a representative to attend the meeting by issuing a letter of proxy prepared by the Company in which the scope of proxy shall be indicated with the signature or chop affixed that comply with Article 177 of the Company Act.
Article 11-1
The Company shall notify the shareholders of the shareholders' meetings thirty days in advance of an annual meeting, and fifteen days in advance of a special meeting. The meeting notice shall set forth the date, time, place and purposes of the meeting.
Article 11-2
Shareholders who hold 1% or more of the total issued shares may propose a matter to be discussed at the annual shareholders' meeting in writing. The relevant matters shall be handled in accordance with Article 172-1 of the Company Act.
Article 11-3
The shareholders’ meeting of the Company can be held by means of visual communication network or other methods promulgated by the central competent authority.
In case a shareholders’ meeting is preceded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 12
For shareholders of the Company, each share shall be entitled to one vote. However, shares held in accordance with Article 179 of the Company Act or relevant laws and regulations do not have any voting right.
Article 13
Except as otherwise provided by the relevant laws and regulations, the resolution of a shareholders' meeting shall be adopted by a majority vote of the shareholders present who represent the majority of the total number of the issued shares.
Article 13-1
In case the Company plans to revoke its public company status, the revocation shall be subject to a resolution of the shareholders' meeting. This provision shall not be modified when the stocks of the Company are registered with the Emerging Stock Market or the Company is listed on a stock exchange.
Article 14
The shareholders’ meeting convened by the board of directors shall be presided over by the Chairperson of the board of directors. In case of his or her absence, a proxy shall be designated in accordance with Article 208 of the Company Act.
Article 15
The resolutions of a shareholders' meeting shall be recorded in the meeting minutes, which shall be signed or stamped by the chairperson of the meeting and shall be distributed to the shareholders within twenty days after the meeting.
The making and distribution of the meeting minutes in the preceding paragraph may be made by electronic methods. The company which is a public company may distribute the meeting minutes by making a public announcement.
SECTION IV DIRECTORS
Article 16
The Company shall have nine to eleven directors to be elected by the shareholders' meeting from among candidates of legal capacity. The term of the directors shall be three years. The directors may be re-elected and re-appointed. The Company adopts the candidate nomination system under Article 192-1 of the Company Act for the election of directors and independent directors. The directors and independent directors shall be elected by the shareholders from the list of candidates. The matters regarding the acceptance and the announcement of the nomination of directors and independent directors shall be handled in accordance with the laws and regulations related to the Company Act and the Securities and Exchange Act, and in accordance with the Company's rules related to the election of directors and independent directors.
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Article 16-1
The Company shall have independent directors in accordance with Article 14-2 of the Securities and Exchange Act. Among the directors, there shall be three to five independent directors, the total number of which shall not be less than one-fifth of the directors.
The chairman and president or the same position are the same person or spouse or first-degree relatives. There must be at least four independent directors and more than half of the directors should not serve as employees or managers.
The professional qualifications, shareholding, term, restrictions on holding concurrent positions, and other requirements of the independent directors shall be handled in accordance with relevant laws and regulations promulgated by securities authorities.
Article 16-2
The Company shall establish an audit committee in accordance with Articles 14-4 of the Securities and Exchange Act, which shall consist of all independent directors.
Article 17
The board of directors consists of directors. The chairperson of the board of directors shall be elected from among the directors by a majority vote at a meeting attended by two-thirds or more of the directors. The chairperson of the board of directors shall act in his capacity to represent the Company externally and shall comply with Article 195 of the Company Act.
The chairperson of the board of directors shall preside over the shareholders' meeting and the board of directors meeting, and shall externally represent the company to perform his or her duties accorded by law. In his or her absence, a proxy shall be designated in accordance with Article 208 of the Company Act. If the board of directors meeting is held via visual communication meeting, the directors who attend the meeting via visual communication meeting shall be deemed as attending the meeting in person.
Article 18
Except as otherwise provided by the Company Act, a resolution of the board of directors is adopted if it is approved by the majority of the directors present at a meeting attended by the majority of the directors. The board of directors meeting shall be held at least quarterly. A director may appoint another director to attend the board of directors meeting on his or her behalf; provided however that a letter of proxy listing the scope of authorization with regard to the agenda of the meeting is issued. Each director may only act as the proxy for one director.
The stipulation regarding the meeting minutes for shareholders' meeting under Article 15 shall be applied to the board of directors meetings, mutatis mutandis.
Article 19
The board of directors has the authority to:
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Article 20
The scope of authority of the audit committee shall be the performance of the responsibilities of supervisors specified under the Company Act, Securities and Exchange Act and other relevant laws and regulations, and the authorities stipulated under the charter document in respect of the audit committee of the Company.
Article 21
The resolution of the audit committee shall be adopted with the consent of the majority of the committee members.
Article 21-1
The board of directors is authorized to determine the remuneration of all directors based on the level of involvement of and the value of contribution by the directors, taking into account the level of remuneration given by companies in the same industry.
Article 21-2
The Company should purchase liability insurance for its directors and independent directors in relation to the liabilities to be borne by them under the law for the performance of their responsibilities during the office term.
SECTION V OFFICERS
Article 22
The Company shall appoint one president and one or more vice presidents based on its business needs.
The president shall be nominated by the chairperson of the board of directors and comply with Article 29 of the Company Act.
Article 23
The president shall act in accordance with the instructions of the chairperson of the board of directors and manage the business of the Company in accordance with the resolutions of the board of directors and shareholders' meeting and these Articles of Incorporation. Except for the vice presidents, the president may nominate other officers and has the right of performance evaluation. The vice presidents shall assist the president in the daily operation of the Company.
SECTION VI ACCOUNTING
Article 24
The fiscal year of the Company shall commence from January 1 of each year and end on December 31 of the same year, and shall conduct the assessment of settlement of accounts after the close of each fiscal year. The board of directors shall prepare the following reports and shall send such reports to the audit committee for review thirty days before the annual shareholders' meeting, and then submit such reports to the annual shareholders' meeting for recognition:
Article 25
If there is profit in any given year, the Company shall set aside 10% thereof as employee compensation. The board of directors may resolve to pay said compensation in the form of shares or cash. Such compensation may be paid to the employees of an affiliated company who meet the conditions set by the board of directors. The board of directors may resolve to set aside no more than 0.5% of the above-mentioned profit as the remuneration of the directors. A proposal on the compensation for the employees and remuneration of the directors shall be presented at the shareholders' meeting. If the Company has accumulated losses, the amount for making up said losses shall be reserved before setting aside the compensation for the employees and the remuneration of directors at the rates stated above.
Article 25-1
Upon the final settlement of accounts, if there is net profit, the Company shall first set aside the tax payable and offset its losses before setting aside a legal capital reserve at 10% of the remaining profit. The Company shall then set aside or reverse the special
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capital reserve in accordance with the laws and regulations and as requested by the competent authorities. The remaining profit of that fiscal year, as well as the accumulated undistributed profit at the beginning of the same year and the adjusted undistributed profit of the given fiscal year, shall be distributable profit. If there is any surplus distributable profit after the board of directors sets aside a reserve based on the Company's operational needs, such surplus profit may be distributed in full or in part to shareholders as dividends, subject to the approval of the shareholders' meeting.
A proposal on the distribution of dividends shall be submitted by the board of directors annually to the shareholders' meeting, and be based on factors such as past years' profit, the current and future investment environment, the Company's capital needs, competition in the domestic and foreign markets, and budgets, with an aim to pursuing shareholders' interests and balancing the dividend distribution and the long-term financial plan of the Company. The distribution of profits of the Company can be made in the form of cash dividends or stock dividends, provided that the cash dividend shall account for at least 10% of the total profit distributed as dividends in the given year.
SECTION VII SUPPLEMENTARYPROVISIONS
Article 26
The internal organization of the Company and the detailed procedures of business operation shall be determined separately by the board of directors.
Article 27
Matters not provided for in these Articles of Incorporation shall be handled in accordance with the Company Act.
Article 28
These Articles of Incorporation are agreed upon and signed by all the promoters of the Company on July 17, 1997. The first amendment was made on April 27, 1998. The second amendment was made on May 18, 2000. The third amendment was made on June 5, 2002. The fourth amendment was made on June 26, 2003. The fifth amendment was made on June 11, 2004. The sixth amendment was made on June 15, 2005. The seventh amendment was made on August 2, 2005. The eighth amendment was made on June 15, 2006. The ninth amendment was made on April 12, 2007. The tenth amendment was made on June 28, 2007. The eleventh amendment was made on December 17, 2007. The twelfth amendment was made on March 30, 2010. The thirteenth amendment was made on June 22, 2012. The fourteenth amendment was made on June 17, 2013. The fifteenth amendment was made on December 30, 2014.
The sixteenth amendment was made on January 28, 2016. The seventeenth amendment was made on May 26, 2017. The eighteenth amendment was made on June 10, 2019. The nineteenth amendment was made on June 9, 2020. The twentieth amendment was made on July 12, 2021. The twenty-first amendment was made on May 26, 2022.
ChipMOS TECHNOLOGIES INC.
Chairman: Shih-Jye Cheng
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Appendix 3
ChipMOS TECHNOLOGIES INC.
Shareholdings of All Directors
Record date: April 1, 2023
Title |
|
Name |
|
Number of shares held at present |
|
Percentage of issued shares |
|
Chairman |
|
Shih-Jye Cheng |
|
6,150,161 |
|
0.85 |
% |
Director |
|
Siliconware Precision Industries Co., Ltd. Representative : Kun-Yi Chien |
|
78,910,390 |
|
10.85 |
% |
Director |
|
Siliconware Precision Industries Co., Ltd. Representative : David Chang (Note 3) |
|
||||
Director |
|
Silvia Su |
|
340,101 |
|
0.05 |
% |
Independent Director |
|
Chin-Shyh Ou |
|
― |
|
― |
|
Independent Director |
|
Kuei-Ann Wen |
|
― |
|
― |
|
Independent Director |
|
Hui-Fen Chan |
|
― |
|
― |
|
Independent Director |
|
Yeong-Her Wang |
|
― |
|
― |
|
Independent Director |
|
Hong-Tzer Yang |
|
― |
|
― |
|
Shareholdings of All Directors |
|
85,400,652 |
|
11.75 |
% |
Note: |
1. |
As of April 1, 2023, the total amount of issued shares of the Company is 727,240,126 shares. |
|
2. |
The number of independent directors exceeds half of the total number of directors of the Company and Audit Committee is set up pursuant to the laws. Therefore, the provisions of minimum percentage requirements for the shareholding of directors and supervisors shall not be applied. |
|
3. |
The Director, Siliconware Precision Industries Co., Ltd. reassigned Mr. David Chang as the representative on October 3, 2022. (The original representative was Mr. Bright Yeh). |
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ChipMOS [ELIGIBLE]