Commission File Number 001-31335 |
AU Optronics Corp.
|
(Translation of registrant’s name into English)
|
No. 1 Li-Hsin Road 2
|
Hsinchu Science Park
|
Hsinchu, Taiwan
|
(Address of principal executive offices)
|
Form 20-F X Form 40-F
|
Yes ...... No ...X...
|
1.
|
Press release entitled, “AU Optronics Corp. Files 2009 Annual Report on Form 20-F”, dated May 11 2010.
|
2.
|
Agenda of AUO’s 2010 Annual General Shareholders’ Meeting dated June 18, 2010
|
AU Optronics Corp.
|
||||
Date: May 11, 2010
|
By:
|
/s/ Andy Yang
|
||
Name:
|
Andy Yang
|
|||
Title:
|
Chief Financial Officer
|
News Release
|
Freda Lee
|
Yawen Hsiao
|
|
Corporate Communications Division
|
Corporate Communications Division
|
|
AU Optronics Corp.
|
AU Optronics Corp.
|
|
Tel: +886-3-5008800 ext 3206
|
+886-3-5008800 ext 3211
|
|
Fax: +886-3-5772730
|
+886-3-5772730
|
|
Email: freda.lee@auo.com
|
yawen.hsiao@auo.com
|
1.
|
For the Company’s 2009 annual report on Form 20-F, which includes an explanation of the main differences between ROC GAAP and US GAAP affecting the Company’s consolidated financial statements, please refer to the “U.S. SEC filings” section under “Financial Information” of the Company’s website at http://auo.com/auoDEV/investors.php?sec=usSecFilings&func=ussecfilings&ls=en after May 11, 2010.
|
2.
|
Shareholders who wish to obtain the 2009 annual report on Form 20-F may request a copy to be sent free of charge by contacting the Depositary at 1-888-301-0508 after June 30, 2010.
|
3.
|
For the significant differences in the corporate governance between the practices of US and ROC, please refer to the “Co. Governance” section under “Financial Information” of the Company’s website at http://auo.com/auoDEV/investors.php?sec=invCG&func=governance_info&serial=52 .
|
4.
|
The Company’s resolution notice of 2010 Annual General Shareholders’ Meeting will be accessible on the Company’s website within 20 days after the Meeting at http://auo.com/auoDEV/investors.php?sec=invMeeting&func=shareholders&ls=en.
|
I.
|
Meeting Procedure
|
II.
|
Meeting Agenda
|
III.
|
Attachments
|
1.
|
2009 Business Report
|
2.
|
Audit Committee’s Report
|
3.
|
English Translation of Independent Auditors’ Report and 2009 Financial Statements
|
4.
|
English Translation of Independent Auditors’ Report and 2009 Consolidated Financial Statements
|
5.
|
2009 Deficit Compensation Statement
|
6.
|
List of Director Candidates
|
7.
|
Comparison table for the “Handling Procedures for Providing Endorsements and Guarantees for Third Parties” before and after amendments
|
8.
|
Comparison table for the “Handling Procedures for Capital Lending” before and after amendments
|
IV.
|
Appendices
|
1.
|
Shareholding of Directors
|
2.
|
AUO Rules and Procedures for Shareholders’ Meeting
|
3.
|
Articles of Incorporation
|
4.
|
Rules for the Election of Directors
|
5.
|
Influence of Proposed Stock Dividend Distribution upon 2010 Operating Performance, EPS, and Return on Investment
|
6.
|
The Distribution for Employee Bonus and Remunerations for Directors
|
-
|
Commencement
|
-
|
Chairman’s Address
|
-
|
Report Items
|
-
|
Acceptance Items
|
-
|
Election of Directors
|
-
|
Discussion Items
|
-
|
Extraordinary Motions
|
-
|
Adjourn Meeting
|
Place:
|
No. 2, Jhongke Rd., Situn District, Taichung City, Taiwan R.O.C. (Meeting Room in the Central Taiwan Science Park Administration)
|
1.
|
Chairman’s Address
|
2.
|
Report Items
|
(1)
|
2009 Business Report
|
(2)
|
Audit Committee’s Report
|
(3)
|
Report of indirect investments in China in 2009
|
3.
|
Acceptance Items
|
(1)
|
To accept 2009 Business Report and Financial Statements
|
(2)
|
To accept the appropriation of retained earnings for 2009 losses
|
4.
|
Election of Directors
|
5.
|
Discussion Items
|
(1)
|
To approve the proposal for the revisions to “Handling Procedures for Providing Endorsements and Guarantees for Third Parties” and “Handling Procedures for Capital Lending”
|
(2)
|
To approve the proposal of releasing Directors from non-competition restrictions
|
6.
|
Extraordinary Motions
|
7.
|
Adjourn Meeting
|
1.
|
2009 Business Report
|
2.
|
Audit Committee’s Report
|
3.
|
Report of indirect investments in China in 2009
|
|
Explanation: The status of the Company’s indirect investments in China as of December 31, 2009:
|
Investee
|
Method of
|
Accumulated investment
|
Limit for total
|
investment
|
amount form R.O.C.
|
investment amount in
|
|
(Note 1)
|
China (Note 2)
|
||
AU Optronics (Suzhou) Corp.
|
NT$6,705,733 thousand
|
||
(or US$200,000 thousand)
|
|||
AU Optronics (Shanghai) Corp.
|
NT$33,400 thousand
|
||
(or US$1,000 thousand)
|
|||
AU Optronics (Xiamen) Corp.
|
NT$5,840,550 thousand
|
||
Indirect
|
(or US$180,000 thousand)
|
||
Darwin Precisions (Suzhou)
|
NT$ 245,362 thousand
|
NT$ 157,252,282
|
|
Corp.
|
investment
|
(or US$7,500 thousand)
|
|
Darwin Precisions (Xiamen)
|
through an
|
NT$1,807,615 thousand
|
thousand
|
Corp.
|
offshore entity
|
(or US$55,000 thousand)
|
|
AU Optronics Manufacturing
|
NT$2,647,920 thousand
|
||
(Shanghai) Corp.
|
(or US$80,000 thousand)
|
||
Darwin Precisions (Hong
|
NT$1,313,800 thousand
|
||
Kong) Limited
|
(or US$40,000 thousand)
|
||
BVCH Optronics (Sichuan)
|
NT$243,970 thousand
|
||
Corp.
|
(or US$7,470 thousand)
|
Note 2:
|
As per the regulations of R.O.C., the limit is calculated based on AUO’s net worth as of December 31, 2009 as follows (Amount in NT$ thousand): 262,087,137* 60%.
|
1.
|
To accept 2009 Business Report and Financial Statements (proposed by the Board of Directors)
|
(1)
|
The 2009 Financial Statements were audited by the independent auditors, Shing-Hai Wei and Chung-Hwa Wei, of KPMG.
|
(2)
|
The 2009 Business Report and Financial Statements have been adopted by the Board of Directors and reviewed by the Audit Committee.
|
(3)
|
For 2009 Business Report, Audit Committee’s Report, and Financial Statements thereto, please refer to Attachments 1-4 (pages 11-29).
|
2.
|
To accept the appropriation of retained earnings for 2009 losses (proposed by the Board of Directors)
|
(1)
|
In 2009, the Company reported net loss of NT$ 26,769,334,733. After adjusting of the disproportionate participation in long-term investments, the deficit yet to be compensated is NT$ 28,819,408,454. It is proposed to compensate the deficit by the unappropriated retained earnings from previous years. The accumulated unappropriated retained earnings is NT$ 40,863,051,041 after the appropriation.
|
(2)
|
It is proposed not to distribute dividend for 2009.
|
(3)
|
For the 2009 Deficit Compensation Statement, please refer to Attachment 5 (page 30).
|
(1)
|
The term of the office of the fifth term of directors expired on June 12, 2010. Thus, it is proposed that the 2010 Annual General Shareholders’ Meeting elect eleven directors (including three independent directors). The term of office of the new directors (including independent directors) is three years from the date on which they are elected at the 2010 Annual General Shareholders’ Meeting. The old directors will leave their office on the date the new directors are elected.
|
(2)
|
In accordance with the Company’s Article of Incorporation, the election of directors shall be conducted under the Candidate Nomination and the directors shall be elected from the nominated candidates. The academic background, experience and relevant information of the nominated candidates are attached hereto as Attachment 6 (page 31).
|
1.
|
To approve the proposal for the revisions to “Handling Procedures for Providing Endorsements and Guarantees for Third Parties” and “Handling Procedures for Capital Lending”(proposed by the Board of Directors)
|
(1)
|
It is proposed to revise the “Handling Procedures for Providing Endorsements and Guarantees for Third Parties” and “Handling Procedures for Capital Lending” to accommodate the revision of law and regulation.
|
(2)
|
For the Company’s operation needs, the aggregate limit of the Company, and the Company and its subsidiaries as a whole, shall not exceed the Company’s net worth.
|
(3)
|
The comparison tables for the “Handling Procedures for Providing Endorsements and Guarantees for Third Parties” and “Handling Procedures for Capital Lending” before and after amendments are attached hereto as Attachments 7-8 (pages 32-34).
|
2.
|
To release the Directors from non-competition restrictions (proposed by the Board of Directors)
|
(1)
|
According to Article 209 of the Company Law, any Director conducting business for himself/herself or on another’s behalf and the scope of the business coincides with the Company’s business scope shall explain at the Shareholders’ Meeting the essential contents of such conduct, and obtain approval from shareholders in the Meeting.
|
(2)
|
It is proposed to release the newly-elected Directors from non-competition restrictions.
|
1.
|
LCD TV Assembly Service: Representing a brand-new integration of technology and design, AUO entered into a new era of systems applications from its original position in panel manufacturing. Additionally, through moves such as joint ventures and strategic alliances, AUO is poised to cultivate the market and strengthen cooperative relationships with its customers.
|
2.
|
Globalization of Operations: AUO formally expanded beyond Asia by establishing two manufacturing bases in Europe to provide faster, more direct customer support and to enhance our service links around the globe. In addition, our operations in Mainland China will gradually transform from production-oriented to market-oriented business operations.
|
3.
|
The Launch of Energy Business: AUO formally established the Solar-Photovoltaic Business Unit, a step which facilitates our cultivation of and investment in the solar power industry. Based on AUO’s “Total Solution” strategy, we plan to integrate leading technology and services within the energy industry value chain, including actively collaborating with terminal solar system integrators to rapidly build our competencies in system integration and design capabilities and acquiring silicon wafer manufacturing resources to secure two key ends of the value chain, materials and sales channels. As a result of our successful efforts, AUO’s first batch of solar-photovoltaic modules was shipped to Europe in June of 2009.
|
4.
|
The Release of Electronic Paper: We formally stepped into the electronic paper market by supplying electronic paper display for use in labels and e-books. We continue to strive for innovation in product applications for TFT technologies.
|
2.
|
Actively Increasing our Asset Turnover Rates
|
3.
|
Stressing Both Technology Upgrades and Product Quality
|
4.
|
Providing Comprehensive Green Solutions
|
2009
|
2008
|
||||
NT$
|
NT$
|
||||
Assets
|
|||||
Current assets:
|
|||||
Cash and cash equivalents
|
57,114,009
|
67,727,081
|
|||
Notes and accounts receivable, net
|
54,053,574
|
22,124,194
|
|||
Receivables from related parties, net
|
5,519,632
|
1,771,500
|
|||
Other receivables from related parties
|
115,116
|
226,314
|
|||
Other financial assets—current
|
1,709,721
|
555,930
|
|||
Inventories, net
|
29,873,827
|
19,456,400
|
|||
Prepayments and other current assets
|
1,388,474
|
5,121,371
|
|||
Deferred tax assets, net
|
5,138,814
|
5,389,803
|
|||
Financial assets measured at fair value—current
|
377,587
|
1,046,711
|
|||
Available-for-sale financial assets—current
|
-
|
470,301
|
|||
Total current assets
|
155,290,754
|
123,889,605
|
|||
Long-term investments:
|
|||||
Equity-method investments
|
53,038,883
|
40,770,003
|
|||
Hedging derivative financial assets—noncurrent
|
3,829
|
5,398
|
|||
Total long-term investments
|
53,042,712
|
40,775,401
|
|||
Property, plant and equipment:
|
|||||
Land
|
6,273,615
|
6,273,615
|
|||
Buildings
|
67,406,083
|
55,140,996
|
|||
Machinery and equipment
|
541,382,06
|
457,853,881
|
|||
Other equipment
|
23,092,503
|
19,890,736
|
|||
638,154,26
|
539,159,228
|
||||
Less: accumulated depreciation
|
337,112,061
|
264,887,921
|
|||
Construction in progress
|
9,108,906
|
11,875,684
|
|||
Prepayments for purchases of land and equipment
|
10,553,228
|
58,059,509
|
|||
Net property, plant and equipment
|
320,704,335
|
344,206,500
|
|||
Intangible assets:
|
|||||
Goodwill
|
11,280,595
|
11,280,595
|
|||
Deferred pension cost
|
-
|
9,509
|
|||
Core Technologies
|
-
|
918,925
|
|||
Technology-related fees
|
2,772,872
|
3,089,547
|
|||
Total intangible assets
|
14,053,467
|
15,298,576
|
|||
Other assets:
|
|||||
Idle assets, net
|
1,638,186
|
2,353,680
|
|||
Refundable deposits
|
26,631
|
119,603
|
|||
Deferred charges, net
|
1,333,408
|
1,462,286
|
|||
Deferred tax assets, net
|
2,549,726
|
1,748,336
|
|||
Restricted cash in bank
|
128,645
|
24,500
|
|||
Long-term prepayments for materials
|
1,609,640
|
-
|
|||
Prepaid pension cost
|
375,910
|
223,397
|
|||
Total other assets
|
7,662,146
|
5,931,802
|
|||
Total Assets
|
550,753,414
|
530,101,884
|
2009
|
2008
|
|||||||
NT$
|
NT$
|
|||||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Short-term borrowings
|
-
|
3,700,000
|
||||||
Accounts payable
|
36,175,165
|
22,684,280
|
||||||
Payables to related parties
|
57,182,539
|
36,808,623
|
||||||
Accrued expenses and other current liabilities
|
24,398,034
|
18,683,581
|
||||||
Financial liabilities measured at fair value—current
|
829,865
|
24,059
|
||||||
Other payables to related parties
|
122,492
|
94,918
|
||||||
Equipment and construction in progress payable
|
18,361,269
|
19,571,806
|
||||||
Current installments of long-term borrowings
|
31,357,405
|
26,154,542
|
||||||
Current installments of bonds payable
|
8,190,900
|
13,093,382
|
||||||
Total current liabilities
|
176,617,669
|
140,815,191
|
||||||
Long-term liabilities:
|
||||||||
Financial liabilities measured at fair value—noncurrent
|
10,450
|
40,711
|
||||||
Bonds payable, excluding current installments
|
9,500,000
|
15,000,000
|
||||||
Convertible bonds payable
|
-
|
2,690,900
|
||||||
Long-term borrowings, excluding current installments
|
102,042,707
|
80,705,445
|
||||||
Hedging derivative financial liabilities—noncurrent
|
493,805
|
788,678
|
||||||
Total long-term liabilities
|
112,046,962
|
99,225,734
|
||||||
Other liabilities
|
1,646
|
1,988
|
||||||
Total liabilities
|
288,666,277
|
240,042,913
|
||||||
Stockholders’ equity:
|
||||||||
Capital stock:
|
||||||||
Common stock, NT$10 par value
|
88,270,455
|
85,057,196
|
||||||
Capital surplus
|
114,972,148
|
113,651,334
|
||||||
Retained earnings:
|
||||||||
Legal reserve
|
15,206,106
|
13,079,368
|
||||||
Unappropriated retained earnings
|
40,863,051
|
76,912,630
|
||||||
56,069,157
|
89,991,998
|
|||||||
Others:
|
||||||||
Cumulative translation adjustments
|
1,685,733
|
2,330,858
|
||||||
Net loss not recognized as pension cost
|
-
|
(40,252
|
) | |||||
Unrealized gains (losses) on financial instruments
|
1,089,644
|
(932,163
|
) | |||||
2,775,377
|
1,358,443
|
|||||||
Total stockholders’ equity
|
262,087,137
|
290,058,971
|
||||||
Commitments and contingent liabilities
|
||||||||
Total Liabilities and Stockholders’ Equity
|
550,753,414
|
530,101,884
|
2009
|
2008
|
|||||
NT$
|
NT$
|
|||||
Net sales
|
350,179,130
|
421,957,440
|
||||
Cost of goods sold
|
352,327,368
|
373,339,435
|
||||
Gross profit (loss)
|
(2,148,238
|
) |
48,618,005
|
|||
Operating expenses:
|
||||||
Selling
|
6,604,245
|
8,316,697
|
||||
General and administrative
|
5,251,219
|
5,579,352
|
||||
Research and development
|
6,029,428
|
5,335,196
|
||||
17,884,892
|
19,231,245
|
|||||
Operating income (loss)
|
(20,033,130
|
) |
29,386,760
|
|||
Non-operating income and gains:
|
||||||
Interest income
|
115,551
|
1,646,423
|
||||
Investment gains recognized by equity method, net
|
3,440,325
|
1,659,804
|
||||
Foreign currency exchange gains, net
|
310,235
|
-
|
||||
Gains on valuation of financial instruments, net
|
661,752
|
3,904,202
|
||||
Other income
|
1,423,516
|
1,309,666
|
||||
5,951,379
|
8,520,095
|
|||||
Non-operating expenses and losses:
|
||||||
Interest expenses
|
2,545,738
|
3,040,828
|
||||
Foreign currency exchange losses, net
|
-
|
5,159,888
|
||||
Depreciation of idled assets
|
891,389
|
633,110
|
||||
Asset impairment losses
|
40,022
|
474,927
|
||||
Provisions for potential litigation losses and others
|
9,686,537
|
2,668,010
|
||||
13,163,686
|
11,976,763
|
|||||
Income (loss) before income tax
|
(27,245,437
|
) |
25,930,092
|
|||
Income tax expense (benefit)
|
(476,102
|
) |
4,662,706
|
|||
Net income (loss)
|
(26,769,335
|
) |
21,267,386
|
|||
Earnings (Loss) per share:
|
||||||
Basic (L)EPS-net income (loss)
|
(3.04
|
) |
2.50
|
|||
Basic (L)EPS- retroactively adjusted
|
2.43
|
|||||
Diluted (L)EPS-net income (loss)
|
(3.04
|
) |
2.41
|
|||
Diluted (L)EPS-retroactively adjusted
|
2.34
|
Retained earnings
|
Others
|
|||||||||||||||||||||||||||||||||||
Capital
stock
|
Capital
in advance
|
Capital
surplus
|
Legal
reserve
|
Unappropriated
retained
earnings
|
Cumulative
translation
adjustments
|
Net loss not recognized as pension cost
|
Unrealized
gains (losses)
on financial
instruments
|
Total
|
||||||||||||||||||||||||||||
Balance at January 1, 2008
|
78,177,055 | 474,951 | 113,808,167 | 7,437,591 | 89,092,396 | 1,050,051 | - | 1,738,754 | 291,778,965 | |||||||||||||||||||||||||||
Appropriation for legal reserve
|
- | - | - | 5,641,777 | (5,641,777 | ) | - | - | - | - | ||||||||||||||||||||||||||
Issuance of employee stock bonus
|
2,437,247 | - | - | - | (2,437,247 | ) | - | - | - | - | ||||||||||||||||||||||||||
Employees’ profit sharing—cash
|
- | - | - | - | (1,624,832 | ) | - | - | - | (1,624,832 | ) | |||||||||||||||||||||||||
Remuneration to directors and supervisors
|
- | - | - | - | (138,604 | ) | - | - | - | (138,604 | ) | |||||||||||||||||||||||||
Cash dividends
|
- | - | - | - | (19,670,577 | ) | - | - | - | (19,670,577 | ) | |||||||||||||||||||||||||
Stock dividends to shareholders
|
3,934,115 | - | - | - | (3,934,115 | ) | - | - | - | - | ||||||||||||||||||||||||||
Issuance of stock for conversion of bonds
|
488,289 | (460,668 | ) | 100,418 | - | - | - | - | - | 128,039 | ||||||||||||||||||||||||||
Issuance of stock for employee stock option exercised
|
20,490 | (14,283 | ) | 20,402 | - | - | - | - | - | 26,609 | ||||||||||||||||||||||||||
Adjustments to capital surplus and unrealized gains (losses) on financial instruments for changes in investees’ equity
|
- | - | (277,653 | ) | - | - | - | - | (1,833,156 | ) | (2,110,809 | ) | ||||||||||||||||||||||||
Net income
|
- | - | - | - | 21,267,386 | - | - | - | 21,267,386 | |||||||||||||||||||||||||||
Unrealized losses on available-for-sale financial assets, net
|
- | - | - | - | - | - | - | (132,636 | ) | (132,636 | ) | |||||||||||||||||||||||||
Unrealized losses on cash flow hedges, net
|
- | - | - | - | - | - | - | (705,125 | ) | (705,125 | ) | |||||||||||||||||||||||||
Cumulative translation adjustments
|
- | - | - | - | - | 1,280,807 | - | - | 1,280,807 | |||||||||||||||||||||||||||
Net loss not recognized as pension cost
|
- | - | - | - | - | - | (40,252 | ) | - | (40,252 | ) | |||||||||||||||||||||||||
Balance at December 31, 2008
|
85,057,196 | - | 113,651,334 | 13,079,368 | 76,912,630 | 2,330,858 | (40,252 | ) | (932,163 | ) | 290,058,971 |
Retained earnings
|
Others
|
|||||||||||||||||||||||||||||||||||
Capital
stock
|
Capital
in advance
|
Capital
surplus
|
Legal
reserve
|
Unappropriated
retained
earnings
|
Cumulative
translation
adjustments
|
Net loss not recognized as pension cost
|
Unrealized
gains (losses)
on financial
instruments
|
Total
|
||||||||||||||||||||||||||||
Balance at January 1, 2009
|
85,057,196 | - | 113,651,334 | 13,079,368 | 76,912,630 | 2,330,858 | (40,252 | ) | (932,163 | ) | 290,058,971 | |||||||||||||||||||||||||
Appropriation for legal reserve
|
- | - | - | 2,126,738 | (2,126,738 | ) | - | - | - | - | ||||||||||||||||||||||||||
Cash dividends
|
- | - | - | - | (2,551,716 | ) | - | - | - | (2,551,716 | ) | |||||||||||||||||||||||||
Stock dividends to shareholders
|
2,551,716 | - | - | - | (2,551,716 | ) | - | - | - | - | ||||||||||||||||||||||||||
Issuance of employee stock bonus
|
661,543 | - | 1,348,225 | - | - | - | - | - | 2,009,768 | |||||||||||||||||||||||||||
Adjustments to capital surplus, retained earnings and unrealized gains (losses) on financial instruments for changes in investees’ equity
|
- | - | (27,411 | ) | - | (2,050,074 | ) | - | - | 1,645,550 | (431,935 | ) | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | (26,769,335 | ) | - | - | - | (26,769,335 | ) | |||||||||||||||||||||||||
Unrealized losses on available-for-sale financial assets, net
|
- | - | - | - | - | - | - | 171,253 | 171,253 | |||||||||||||||||||||||||||
Unrealized gains on cash flow hedges, net
|
- | - | - | - | - | - | - | 205,004 | 205,004 | |||||||||||||||||||||||||||
Cumulative translation adjustments
|
- | - | - | - | - | (645,125 | ) | - | - | (645,125 | ) | |||||||||||||||||||||||||
Net loss not recognized as pension cost
|
- | - | - | - | - | - | 40,252 | - | 40,252 | |||||||||||||||||||||||||||
Balance at December 31, 2009
|
88,270,455 | - | 114,972,148 | 15,206,106 | 40,863,051 | 1,685,733 | - | 1,089,644 | 262,087,137 |
2009
|
2008
|
|||||||
NT$
|
NT$
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
(26,769,335
|
) |
21,267,386
|
|||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
77,643,190
|
71,421,068
|
||||||
Losses (gains) from disposal and write-off of property, plant and equipment and others
|
(71,118
|
) |
22,439
|
|||||
Amortization of premium for convertible bonds and commercial paper
|
30,588
|
(3,732)
|
||||||
Unrealized foreign currency exchange losses (gains), net
|
(2,192,839
|
) |
2,293,513
|
|||||
Loss (gain) from disposal of available-for-sale financial assets
|
(213,295
|
) |
142,247
|
|||||
Loss from disposal of equity-method investments
|
28,323
|
-
|
||||||
Proceeds from cash dividends
|
55,731
|
16,918
|
||||||
Asset impairment losses
|
40,022
|
474,927
|
||||||
Investment gains recognized by equity method, net
|
(3,440,325
|
) |
(1,659,804)
|
|||||
Losses (gains) on valuation of financial instruments
|
1,418,312
|
(1,077,211)
|
||||||
Decrease (increase) in accounts receivable (including related parties)
|
(36,227,337
|
) |
51,567,911
|
|||||
Decrease (increase) in inventories, net
|
(10,417,427
|
) |
12,860,700
|
|||||
Decrease (increase) in deferred tax assets, net
|
(398,197
|
) |
2,602,621
|
|||||
Increase in prepaid pension assets
|
(102,752
|
) |
(106,035)
|
|||||
Decrease (increase) in prepayments (including long-term prepayments for materials) and other current assets
|
(81,504
|
) |
2,427,068
|
|||||
Increase (decrease) in accounts payable (including related parties)
|
37,290,465
|
(38,893,490)
|
||||||
Increase (decrease) in accrued expenses and other current liabilities
|
7,730,329
|
(1,824,593)
|
||||||
Net cash provided by operating activities
|
44,322,831
|
121,531,933
|
||||||
Cash flows from investing activities:
|
||||||||
Acquisition of property, plant and equipment
|
(51,813,816
|
) |
(86, 251,194
|
) | ||||
Proceeds from disposal of property, plant and equipment and idle assets
|
224,248
|
472,954
|
||||||
Proceeds from disposal of available-for-sale financial assets
|
854,849
|
270,250
|
||||||
Purchase of long-term investments
|
(11,279,837
|
) |
(8,489,167
|
) | ||||
Proceeds from disposal of long-term investments
|
1,036,000
|
29,069
|
||||||
Increase in intangible assets and deferred charges
|
(886,088
|
) |
(1,405,387
|
) | ||||
Decrease (increase) in restricted cash in bank
|
(104,145
|
) |
9,000
|
|||||
Decrease (increase) in refundable deposits
|
92,972
|
(89,208
|
) | |||||
Net cash used in investing activities
|
(61,875,817
|
) |
(95,453,683
|
) | ||||
Cash flows from financing activities:
|
||||||||
Decrease in guarantee deposits
|
(342
|
) |
(3,292
|
) | ||||
Increase (decrease) in short-term borrowings
|
(3,700,000
|
) |
3,700,000
|
|||||
Repayment of long-term borrowings and bonds payable
|
(39,236,028
|
) |
(50,998,999
|
) | ||||
Proceeds from long-term borrowings and bonds payable
|
52,750,000
|
30,000,000
|
||||||
Proceeds from issuance of stock for employee stock options exercised
|
-
|
26,609
|
||||||
Cash dividends
|
(2,551,716
|
) |
(19,670,577
|
) | ||||
Remuneration to directors and supervisors, and employees’ profit sharing
|
-
|
(1,763,436
|
) | |||||
Net cash provided by (used in) financing activities
|
7,261,914
|
(38,709,695
|
) | |||||
Effect of exchange rate change on cash
|
(322,000
|
) |
(173,293
|
) | ||||
Net decrease in cash and cash equivalents
|
(10,613,072
|
) |
(12,804,738)
|
|||||
Cash and cash equivalents at beginning of year
|
67,727,081
|
80,531,819
|
||||||
Cash and cash equivalents at end of year
|
57,114,009
|
67,727,081
|
2009
|
2008
|
|||||||
NT$
|
NT$
|
|||||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for interest expense (excluding interest capitalized)
|
2,583,390
|
2,937,960
|
||||||
Cash paid for income taxes
|
1,429,470
|
4,967,882
|
||||||
Additions to property, plant and equipment:
|
||||||||
Increase in property, plant and equipment
|
51,330,666
|
91,949,275
|
||||||
Decrease (increase) in construction-in-progress and prepayments
|
483,150
|
(5,698,081
|
) | |||||
51,813,816
|
86,251,194
|
|||||||
Supplementary disclosure of non-cash investing and financing activities:
|
||||||||
Current installments of long-term liabilities
|
39,548,305
|
39,247,924
|
||||||
Issuance of common stock for bond conversion rights exercised
|
-
|
128,039
|
||||||
Adjustment to valuation allowance on deferred tax assets with a corresponding decrease in goodwill
|
-
|
2,740,367
|
2009
|
2008
|
|||||||
Assets
|
NT$
|
NT$
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
85,443,311 | 83,434,697 | ||||||
Notes and accounts receivable, net
|
57,025,944 | 22,225,324 | ||||||
Accounts receivables from related parties, net
|
5,272,388 | 1,638,801 | ||||||
Other receivables from related parties
|
47,168 | 34,952 | ||||||
Other financial assets—current
|
1,867,294 | 3,082,294 | ||||||
Inventories, net
|
39,229,916 | 23,610,687 | ||||||
Prepayments and other current assets
|
1,280,206 | 5,348,063 | ||||||
Noncurrent assets held-for-sale
|
707,175 | - | ||||||
Deferred tax assets, net
|
5,199,265 | 5,380,440 | ||||||
Financial assets measured at fair value—current
|
388,129 | 1,067,531 | ||||||
Available-for-sale financial assets—current
|
- | 470,301 | ||||||
Total current assets
|
196,460,796 | 146,293,090 | ||||||
Long-term investments:
|
||||||||
Equity-method investments
|
9,706,574 | 6,651,601 | ||||||
Available-for-sale financial assets—noncurrent
|
2,012,265 | 595,750 | ||||||
Hedging derivative financial assets—noncurrent
|
3,829 | 5,398 | ||||||
Financial assets carried at cost—noncurrent
|
484,009 | 583,197 | ||||||
Total long-term investments
|
12,206,677 | 7,835,946 | ||||||
Property, plant and equipment
|
||||||||
Land
|
7,780,680 | 6,273,615 | ||||||
Buildings
|
90,379,997 | 73,598,148 | ||||||
Machinery and equipment
|
621,880,340 | 513,629,547 | ||||||
Other equipment
|
29,729,246 | 25,143,816 | ||||||
Less: accumulated depreciation
|
749,770,263 | 618,645,126 | ||||||
395,405,471 | 301,831,632 | |||||||
Construction in progress
|
9,773,502 | 12,312,856 | ||||||
Prepayments for purchases of land and equipment
|
26,611,776 | 60,221,909 | ||||||
Net property, plant and equipment
|
390,750,070 | 389,348,259 | ||||||
Intangible assets:
|
||||||||
Goodwill
|
11,464,947 | 11,280,595 | ||||||
Deferred pension cost
|
- | 9,509 | ||||||
Core technologies
|
- | 918,925 | ||||||
Technology-related fees
|
2,828,307 | 3,339,120 | ||||||
Total intangible assets
|
14,293,254 | 15,548,149 | ||||||
Other assets:
|
||||||||
Idle assets, net
|
1,797,158 | 2,612,320 | ||||||
Deferred charges, net
|
2,765,980 | 2,815,010 | ||||||
Deferred tax assets, net
|
3,053,319 | 2,005,382 | ||||||
Other assets
|
1,285,504 | 477,482 | ||||||
Total other assets
|
8,901,961 | 7,910,194 | ||||||
Total Assets
|
622,612,758 | 566,935,638 |
2009
|
2008
|
|||||||
NT$
|
NT$
|
|||||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Short-term borrowings
|
1,945,227
|
4,857,260
|
||||||
Notes and accounts payable
|
69,779,706
|
45,929,222
|
||||||
Payables to related parties
|
22,684,161
|
12,186,541
|
||||||
Accrued expenses and other current liabilities
|
36,528,777
|
24,471,869
|
||||||
Financial liabilities measured at fair value—current
|
1,087,827
|
28,831
|
||||||
Other payables to related parties
|
66,617
|
62,462
|
||||||
Equipment and construction in progress payable
|
23,788,714
|
21,363,213
|
||||||
Current installments of long-term borrowings
|
38,537,926
|
30,491,872
|
||||||
Current installments of bonds payable
|
8,306,408
|
13,093,382
|
||||||
Total current liabilities
|
202,725,363
|
152,484,652
|
||||||
Long-term liabilities:
|
||||||||
Financial liabilities measured at fair value—noncurrent
|
10,450
|
40,711
|
||||||
Bonds payable, excluding current installments
|
9,655,160
|
15,000,000
|
||||||
Convertible bonds payable
|
-
|
2,690,900
|
||||||
Long-term borrowings, excluding current installments
|
123,424,152
|
96,650,642
|
||||||
Hedging derivative financial liabilities—noncurrent
|
505,372
|
788,678
|
||||||
Long-term accounts payable and capital lease liabilities, excluding current installments
|
1,611,653
|
-
|
||||||
Unearned revenue
|
9,622,370
|
-
|
||||||
Total long-term liabilities
|
144,829,157
|
115,170,931
|
||||||
Other liabilities
|
139,246
|
21,319
|
||||||
Total liabilities
|
347,693,766
|
267,676,902
|
||||||
Stockholders’ equity:
|
||||||||
Capital stock:
|
||||||||
Common stock, NT$10 par value
|
88,270,455
|
85,057,196
|
||||||
Capital surplus
|
114,972,148
|
113,651,334
|
||||||
Retained earnings:
|
||||||||
Legal reserve
|
15,206,106
|
13,079,368
|
||||||
Unappropriated retained earnings
|
40,863,051
|
76,912,630
|
||||||
56,069,157
|
89,991,998
|
|||||||
Others:
|
||||||||
Cumulative translation adjustments
|
1,685,733
|
2,330,858
|
||||||
Net loss not recognized as pension cost
|
-
|
(40,252
|
) | |||||
Unrealized gains (losses) on financial instruments
|
1,089,644
|
(932,163
|
) | |||||
2,775,377
|
1,358,443
|
|||||||
262,087,137
|
290,058,971
|
|||||||
Minority interests
|
12,831,855
|
9,199,765
|
||||||
Total stockholders’ equity
|
274,918,992
|
299,258,736
|
||||||
Commitments and contingent liabilities
|
||||||||
Total Liabilities and Stockholders’ Equity
|
622,612,758
|
566,935,638
|
2009
|
2008
|
||||||
NT$
|
NT$
|
||||||
Net sales
|
359,331,345
|
423,928,193
|
|||||
Cost of goods sold
|
352,290,469
|
368,600,330
|
|||||
Gross profit
|
7,040,876
|
55,327,863
|
|||||
Operating expenses:
|
|||||||
Selling
|
8,000,028
|
8,992,831
|
|||||
General and administrative
|
8,094,414
|
7,907,578
|
|||||
Research and development
|
6,185,485
|
5,335,196
|
|||||
22,279,927
|
22,235,605
|
||||||
Operating income (loss)
|
(15,239,051
|
) |
33,092,258
|
||||
Non-operating income and gains:
|
|||||||
Interest income
|
265,975
|
1,845,712
|
|||||
Investment gains recognized by equity method, net
|
139,635
|
-
|
|||||
Foreign currency exchange gains, net
|
236,909
|
-
|
|||||
Gains on valuation of financial instruments
|
813,152
|
3,902,317
|
|||||
Other income
|
1,953,635
|
1,709,071
|
|||||
3,409,306
|
7,457,100
|
||||||
Non-operating expenses and losses:
|
|||||||
Interest expenses
|
3,446,588
|
4,203,946
|
|||||
Investment losses recognized by equity method, net
|
-
|
313,621
|
|||||
Foreign currency exchange losses, net
|
-
|
4,994,189
|
|||||
Depreciation of idle assets
|
1,102,132
|
654,639
|
|||||
Asset impairment losses
|
1,192,807
|
1,394,297
|
|||||
Provisions for potential litigation losses and others
|
9,696,129
|
2,717,755
|
|||||
15,437,656
|
14,278,447
|
||||||
Earnings (losses) before income tax
|
(27,267,401
|
) |
26,270,911
|
||||
Income tax expense (benefit)
|
(22,587
|
) |
4,629,066
|
||||
Net income (loss)
|
(27,244,814
|
) |
21,641,845
|
||||
Attributable to:
|
|||||||
Equity holders of the parent company
|
(26,769,335
|
) |
21,267,386
|
||||
Minority interests
|
(475,479
|
) |
374,459
|
||||
Net income (loss)
|
(27,244,814)
|
21,641,845
|
|||||
Earnings (losses) per share:
|
|||||||
Basic (L)EPS—net income (loss)
|
(3.04)
|
2.50
|
|||||
Basic EPS—retroactively adjusted
|
2.43
|
||||||
Diluted (L)EPS—net income (loss)
|
(3.04)
|
2.41
|
|||||
Diluted EPS—retroactively adjusted
|
2.34
|
Retained earnings
|
Others
|
|||||||||||||||||||||||||||||||||||||||
Capital
stock
|
Capital
in advance
|
Capital
surplus
|
Legal
reserve
|
Unappropriated
retained
earnings
|
Cumulative
translation
adjustments
|
Net loss not recognized as pension cost
|
Unrealized
gains (losses)
on financial
instruments
|
Minority
interests
|
Total
|
|||||||||||||||||||||||||||||||
Balance at January 1, 2008
|
78,177,055 | 474,951 | 113,808,167 | 7,437,591 | 89,092,396 | 1,050,051 | - | 1,738,754 | 9,040,900 | 300,819,865 | ||||||||||||||||||||||||||||||
Appropriation for legal reserve
|
- | - | - | 5,641,777 | (5,641,777 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||
Issuance of employee stock bonus
|
2,437,247 | - | - | - | (2,437,247 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||
Employees’ profit sharing—cash
|
- | - | - | - | (1,624,832 | ) | - | - | - | - | (1,624,832 | ) | ||||||||||||||||||||||||||||
Remuneration to directors and supervisors
|
- | - | - | - | (138,604 | ) | - | - | - | - | (138,604 | ) | ||||||||||||||||||||||||||||
Cash dividends
|
- | - | - | - | (19,670,577 | ) | - | - | - | - | (19,670,577 | ) | ||||||||||||||||||||||||||||
Stock dividends to shareholders
|
3,934,115 | - | - | - | (3,934,115 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||
Issuance of stock for conversion of bonds
|
488,289 | (460,668 | ) | 100,418 | - | - | - | - | - | - | 128,039 | |||||||||||||||||||||||||||||
Issuance of stock for employee stock option exercised
|
20,490 | (14,283 | ) | 20,402 | - | - | - | - | - | - | 26,609 | |||||||||||||||||||||||||||||
Adjustments to capital surplus and unrealized gains (losses) on financial instruments for changes in investees’ equity
|
- | - | (277,653 | ) | - | - | - | - | (202,187 | ) | - | (479,840 | ) | |||||||||||||||||||||||||||
Net income
|
- | - | - | - | 21,267,386 | - | - | - | 374,459 | 21,641,845 | ||||||||||||||||||||||||||||||
Unrealized losses on available-for-sale financial assets, net
|
- | - | - | - | - | - | - | (1,763,605 | ) | - | (1,763,605 | ) | ||||||||||||||||||||||||||||
Unrealized losses on cash flow hedges, net
|
- | - | - | - | - | - | - | (705,125 | ) | - | (705,125 | ) | ||||||||||||||||||||||||||||
Cumulative translation adjustments
|
- | - | - | - | - | 1,280,807 | - | - | - | 1,280,807 | ||||||||||||||||||||||||||||||
Net loss not recognized as pension cost
|
- | - | - | - | - | - | (40,252 | ) | - | - | (40,252 | ) | ||||||||||||||||||||||||||||
Adjustments for changes in minority interests
|
- | - | - | - | - | - | - | - | (215,594 | ) | (215,594 | ) | ||||||||||||||||||||||||||||
Balance at December 31, 2008
|
85,057,196 | - | 113,651,334 | 13,079,368 | 76,912,630 | 2,330,858 | (40,252 | ) | (932,163 | ) | 9,199,765 | 299,258,736 | ||||||||||||||||||||||||||||
Retained earnings
|
Others
|
|||||||||||||||||||||||||||||||||||||||
Capital
stock
|
Capital
in advance
|
Capital
surplus
|
Legal
reserve
|
Unappropriated
retained earnings
|
Cumulative translation djustments
|
Net loss not recognized as pension cost
|
Unrealized
gains (losses) on financialinstruments
|
Minority
interests
|
Total
|
|||||||||||||||||||||||||||||||
Balance at January 1, 2009
|
85,057,196 | - | 113,651,334 | 13,079,368 | 76,912,630 | 2,330,858 | (40,252 | ) | (932,163 | ) | 9,199,765 | 299,258,736 | ||||||||||||||||||||||||||||
Appropriation for legal reserve
|
- | - | - | 2,126,738 | (2,126,738 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||
Cash dividends
|
- | - | - | - | (2,551,716 | ) | - | - | - | - | (2,551,716 | ) | ||||||||||||||||||||||||||||
Stock dividends to shareholders
|
2,551,716 | - | - | - | (2,551,716 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||
Issuance of employee stock bonus
|
661,543 | - | 1,348,225 | 2,009,768 | ||||||||||||||||||||||||||||||||||||
Adjustments to capital surplus, retained earnings and unrealized gains (losses) on financial instruments for changes in investees’ equity
|
- | - | (27,411 | ) | - | (2,050,074 | ) | - | - | 190,312 | - | (1,887,173 | ) | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | (26,769,335 | ) | - | - | - | (475,479 | ) | (27,244,814 | ) | |||||||||||||||||||||||||||
Unrealized losses on available-for-sale financial assets, net
|
- | - | - | - | - | - | - | 1,637,350 | - | 1,637,350 | ||||||||||||||||||||||||||||||
Unrealized losses on cash flow hedges, net
|
- | - | - | - | - | - | - | 194,145 | - | 194,145 | ||||||||||||||||||||||||||||||
Cumulative translation adjustments
|
- | - | - | - | - | (645,125 | ) | - | - | - | (645,125 | ) | ||||||||||||||||||||||||||||
Reversal of net loss not recognized as pension cost
|
- | - | - | - | - | - | 40,252 | - | - | 40,252 | ||||||||||||||||||||||||||||||
Adjustments for changes in minority interests
|
- | - | - | - | - | - | - | - | 4,107,569 | 4,107,569 | ||||||||||||||||||||||||||||||
Balance at December 31, 2009
|
88,270,455 | - | 114,972,148 | 15,206,106 | 40,863,051 | 1,685,733 | - | 1,089,644 | 12,831,855 | 274,918,992 |
2009
|
2008
|
|||||||
NT$
|
NT$
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
(27,244,814
|
) |
21,641,845
|
|||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
90,107,611
|
81,188,432
|
||||||
Unrealized foreign currency exchange losses (gains), net
|
(2,192,835
|
) |
2,298,557
|
|||||
Asset impairment losses
|
1,192,807
|
1,394,297
|
||||||
Losses (gains) on valuation of financial instruments
|
1,336,469
|
(1,075,326
|
) | |||||
Investment (losses) gains recognized by equity method, net
|
(139,635
|
) |
313,621
|
|||||
Proceeds from cash dividends
|
142,096
|
142,368
|
||||||
Losses (gains) on sale of investment securities
|
(384,186
|
) |
142,267
|
|||||
Losses from disposal and write-off of property, plant and equipment, and others
|
23,248
|
29,899
|
||||||
Decrease (increase) in accounts receivable (including related parties)
|
(39,564,516
|
) |
51,485,303
|
|||||
Decrease (increase) in inventories, net
|
(12,708,862
|
) |
11,831,747
|
|||||
Decrease (increase) in deferred tax assets, net
|
(716,548
|
) |
2,411,066
|
|||||
Decrease in prepayments (including long-term prepayments for materials) and other current assets
|
4,535,738
|
1,625,308
|
||||||
Increase (decrease) in accounts payable (including related parties)
|
32,455,076
|
(39,799,729
|
) | |||||
Increase (decrease) in accrued expenses and other current liabilities
|
10,297,563
|
(1,453,395
|
) | |||||
Increase in prepaid pension assets
|
(98,193
|
) |
(118,750
|
) | ||||
Net cash provided by operating activities
|
57,041,019
|
132,057,510
|
||||||
Cash flows from investing activities:
|
||||||||
Acquisition of property, plant and equipment
|
(61,046,891
|
) |
(98,355,181
|
) | ||||
Proceeds from disposal of property, plant and equipment, noncurrent assets held-for-sale, and idle assets
|
235,562
|
1,344,356
|
||||||
Purchase of convertible bonds embedded in options
|
(500,002
|
) |
-
|
|||||
Proceeds from disposal of available-for-sale financial assets
|
854,849
|
270,250
|
||||||
Purchase of long-term investments
|
(5,804,295
|
) |
(2,889,016
|
) | ||||
Proceeds from disposal of long-term investments
|
299,203
|
378
|
||||||
Decrease (increase) in restricted cash in bank
|
(425,799
|
) |
7,999
|
|||||
Increase in intangible assets and deferred charges
|
(1,121,028
|
) |
(1,502,092
|
) | ||||
Decrease (increase) in refundable deposits
|
52,404
|
(134,105
|
) | |||||
Net cash used in investing activities
|
(67,455,997
|
) |
(101,257,411
|
) | ||||
Cash flows from financing activities:
|
||||||||
Increase (decrease) in short-term borrowings
|
(4,901,690
|
) |
4,720,666
|
|||||
Increase (decrease) in guarantee deposits
|
(5,758
|
) |
2,912
|
|||||
Repayment of long-term borrowings and bonds payable
|
(49,291,812
|
) |
(57,993,509
|
) | ||||
Proceeds from long-term borrowings and bonds payable
|
66,844,430
|
37,299,393
|
||||||
Proceeds from issuance of stock for employee stock options exercised
|
-
|
26,609
|
||||||
Cash dividends
|
(2,551,716
|
) |
(19,670,577
|
) | ||||
Remuneration to directors and supervisors, and employees’ profit sharing
|
- |
(1,763,436
|
) | |||||
Adjustments for changes in minority interests
|
1,831,886
|
(57,667
|
) | |||||
Net cash provided by (used in) financing activities
|
11,925,340
|
(37,435,609
|
) | |||||
Effect of exchange rate change on cash
|
(341,084
|
) |
180,600
|
|||||
Cash increase resulting from change in consolidated entity
|
839,336
|
-
|
||||||
Net increase (decrease) in cash and cash equivalents
|
2,008,614
|
(6,454,910
|
) | |||||
Cash and cash equivalents at beginning of year
|
83,434,697
|
89,889,607
|
||||||
Cash and cash equivalents at end of year
|
85,443,311
|
83,434,697
|
2009
|
2008
|
|||||||
NT$
|
NT$
|
|||||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for interest expense (excluding interest capitalized)
|
3,459,032
|
4,112,907
|
||||||
Cash paid for income taxes
|
2,127,321
|
5,179,223
|
||||||
Additions to property, plant and equipment:
|
||||||||
Increase in property, plant and equipment
|
62,430,334
|
103,289,880
|
||||||
Increase in construction-in-progress and prepayments
|
(1,383,443
|
) |
(4,934,699
|
) | ||||
61,046,891
|
98,355,181
|
|||||||
Supplementary disclosure of non-cash investing and financing activities:
|
||||||||
Current installments of long-term borrowings
|
46,844,334
|
43,585,254
|
||||||
Issuance of common stock for bond conversion rights exercised
|
-
|
128,039
|
||||||
Adjustment to valuation allowance on deferred tax assets with a corresponding decrease in goodwill
|
-
|
2,740,367
|
||||||
Conversion of convertible bonds embedded in options to long-term investments
|
618,065
|
-
|
||||||
Impact of change in consolidated entities:
|
||||||||
Cash
|
839,336
|
|||||||
Non-cash assets
|
34,416,206
|
|||||||
Liabilities
|
(30,541,846
|
) | ||||||
Minority interests
|
(482,658
|
|||||||
4,231,038
|
Items
|
Amount (NT$)
|
Net loss, 2009
|
(26,769,334,733)
|
Less:
|
|
Disproportionate participation in long-term investments
|
2,050,073,721
|
Deficit yet to be compensated – at the end of 2009
|
(28,819,408,454)
|
Plus:
|
|
Un-appropriated retained earnings from previous years
|
69,682,459,495
|
Un-appropriated retained earnings up to Dec. 31, 2009
|
40,863,051,041
|
Name
|
ID No.
|
Shareholding
(Note)
|
Education & Current/Selected Past Positions
|
(Independent Director)
Vivien Huey-Juan Hsieh
|
P200062523
|
0
|
u Ph.D., Finance, University of Houston, U.S.A.
u Independent Director, AU Optronics Corp.
u Independent Supervisor, Chief Telecom Inc.
u President, Co-Operative Asset Management Corp.
|
(Independent Director)
Mei-Yue Ho
|
Q200495032
|
0
|
u B.S., Agricultural Chemistry, National Taiwan University
u Independent Director, Bank of Kaohsiung,LTD.
u Minister, Ministry of Economic Affairs, R.O.C.
u Council Minister, Council for Economic Planning and Development, R.O.C.
|
(Independent Director)
Bing-He Yang
|
E101549010
|
0
|
u Ph.D., Electrical Engineering, Princeton University, U.S.A.
u Chairman, UniSVR Global Information Technology Corp.
u Supervisor, Applied Vacuum Coating Technologies Co., Ltd.
u Vice Chairman and President, Windbond Electronics Corp.
|
Kuen-Yao (K.Y.) Lee
|
K101577037
|
10,532,153
|
u M.B.A., International Institute for Management Development, Switzerland
u Chairman, AU Optronics Corp.
u Chairman, Qisda Corporation
|
Hsuan Bin (H.B.) Chen
|
J101514119
|
6,197,633
|
u B.S. Communications Engineering, National Chiao Tung University
u Vice Chairman, AU Optronics Corp.
u Chairman, Wellypower Optronics Corporation
u Chairman, Lextar Electronics Corp.
|
Lai-Juh Chen
|
A121498798
|
2,959,118
|
u Ph.D., Chemical Engineering, National Tsing Hua University
u President and CEO, AU Optronics Corp.
u Director, Lextar Electronics Corp.
|
Shuang-Lang Peng
|
J120870365
|
2,533,660
|
u M.B.A., Heriot-Watt University, U.K.
u Executive Vice President, AU Optronics Corp.
u Chairman, Taiwan Nano Electro-Optical Technology Co. Ltd
u Director, Qisda Corporation
|
Ko-Yung (Eric) Yu
– Representative of Qisda Corporation
|
M101480996
|
663,598,620
|
u M.B.A., University of Strathclyde, U.K.
u Director, AU Optronics Corp.
u Chairman, Daxon Technology Inc.
|
Hui Hsiung
– Representative of Qisda Corporation
|
Y100138545
|
663,598,620
|
u Ph.D., Physics, University of California, Berkeley, U.S.A.
u Director, AU Optronics Corp.
u Director and CEO, Qisda Corporation
|
Ronald Jen-Chuan Chwang
– Representative of BenQ Foundation
|
A125990480
|
100,000
|
u Ph.D., Electrical Engineering, University of Southern California, U.S.A.
u Director, AU Optronics Corp.
u Chairman, iD Ventures America, Inc.
|
Chang-Hai Tsai
– Representative of An Ji Biomedical Corporation
|
Q100928070
|
200,000
|
u M.D., Teikyo University, Japan
u Chairman, China Medical University Hospital
u Chairman, China Medical University
u Founder and Chairman, Asia University,Taiwan R.O.C.
|
Before Amendment
|
After Amendment
|
Reason for Amendment
|
||
Article 2 The Party for Whom the Endorsement/Guarantee to be Provided by the Company
The Company may only provide endorsement or guarantee for its subsidiaries in which the Company directly or indirectly holds more than 50% of such subsidiaries’ total outstanding voting shares.
The subsidiaries, 100% outstanding voting shares are directly or indirectly held by the Company, may provide endorsement or guarantee among others.
Companies in which the public company holds, directly or indirectly, 100% of the voting shares may make endorsements/guarantees for each other.
|
Article 2 The Party for Whom the Endorsement/Guarantee to be Provided by the Company
The Company may only provide endorsement or guarantee for its subsidiaries in which the Company directly or indirectly holds more than 50% of such subsidiaries’ total outstanding voting shares.
The subsidiaries, more than 90100% outstanding voting shares are directly or indirectly held by the Company, may provide endorsement or guarantee among others, provided that the amount of such endorsement or guarantee shall not exceed 10% of the Company’s net worth (“Limit”) except that the endorsements/guarantees provided by and among subsidiaries in which 100% outstanding voting shares are directly or indirectly held by the Company, is free of the preceding restriction of the Limit.
|
To accommodate the amendment of law and regulation
|
||
Article 4 The amount of an endorsement/guarantee
(1) The limit on the aggregate amount of endorsements and/or guarantees and the limit on the amount of endorsements and/or guarantees provided for any individual subsidiary in which the Company directly or indirectly holds more than 50% of such subsidiary’s total outstanding voting shares shall be first approved by the Board of Directors and submitted to shareholders’ meeting for approval.
(2) The limit on the aggregate amount of endorsements and/or guarantees (“ aggregate limit”) and the limit on the amount of endorsements and/or guarantees provided for any individual (“individual limit”) are as follows:
i) the aggregate limit shall not exceed the Company’s net worth as shown in the Company’s latest financial statements audited by the certified public accountant; and
ii) the individual limit shall not exceed 50% of the Company’s net worth as shown in the Company’s latest financial statements audited by the certified public accountant.
|
Article 4 The amount of an endorsement/guarantee
(1) The limit on the aggregate amount of endorsements and/or guarantees and the limit on the amount of endorsements and/or guarantees provided for any individual subsidiary in which the Company directly or indirectly holds more than 50% of such subsidiary’s total outstanding voting shares shall be first approved by the Board of Directors and submitted to shareholders’ meeting for approval.
(2) The limit on the aggregate amount of endorsements and/or guarantees (“ aggregate limit”) and the limit on the amount of endorsements and/or guarantees provided for any individual (“individual limit”) are as follows:
i) (1) the aggregate limit of the Company, and the Company and its subsidiaries as a whole, shall not exceed the Company’s net worth as shown in the Company’s latest financial statements audited by the certified public accountant; and
ii) (2) the individual limit of the Company, and the Company and its subsidiaries as a whole, shall not exceed 50% of the Company’s net worth as shown in the Company’s latest financial statements audited by the certified public accountant.
|
To accommodate the amendment of law and regulation and to meet the Company’s operation needs to modify the aggregate limit of the Company, and the Company and its subsidiaries as a whole, shall not exceed the Company’s net worth.
|
||
Article 6 The Procedures for Reviewing and Approving Endorsements or Guarantees
Prior to providing endorsement or guarantee, the Company shall request the subsidiary (“applicant”) which applies for endorsement or guarantee to provide the Company with the certificate of company registrations, ID certificate of its responsible person, and necessary financial information for the Company to conduct evaluation of the following:
(1) evaluate the financial and business conditions of the applicant and the necessity and reasonableness of
|
Article 6 The Procedures for Reviewing and Approving Endorsements or Guarantees
Prior to providing endorsement or guarantee, the Company shall request the subsidiary (“applicant”) which applies for endorsement or guarantee to provide the Company with the certificate of company registrations, ID certificate of its responsible person, and necessary financial information for the Company to conduct evaluation of the following:
(1) evaluate the financial and business conditions of the applicant and the necessity and reasonableness of
|
To accommodate the amendment of law and regulation
|
Before Amendment
|
After Amendment
|
Reason for Amendment
|
providing such endorsement and/or guarantee;
(2) conduct credit checking based on the information and material provided by the applicant and evaluate the risks of providing such endorsement and/or guarantee;
(3) check whether the aggregate amount of endorsements and/or guarantees exceed the aggregate limit or not and evaluate the impact on the Company’s operation risk, financial conditions and the shareholders equity caused by such endorsement or guarantee; and
(4) considering to what extent the Company will be able to accept the risk associated with such endorsement or guarantee and evaluate whether it is necessary for the Company to require collateral or not.
|
providing such endorsement and/or guarantee;
(2) conduct credit checking based on the information and material provided by the applicant and evaluate the risks of providing such endorsement and/or guarantee;
(3) check whether the aggregate amount of endorsements and/or guarantees exceed the aggregate limit or not and evaluate the impact on the Company’s operation risk, financial conditions and the shareholders equity caused by such endorsement or guarantee; and
(4) considering to what extent the Company will be able to accept the risk associated with such endorsement or guarantee and evaluate whether it is necessary for the Company to require collateral or not.
(5) if the applicant is the Company’s subsidiary with net worth less than half of its paid in capital, the Company shall periodically review such endorsement or guarantee in accordance with this article and report the review results to the Audit Committee.
|
|||
Article 9 The Management level Responsible for Decision-Making and Authorization
(1) Providing endorsements and/or guarantees by the Company shall be subject to the resolution adopted by the Board of Directors, except that the endorsement or guarantee the amount of which is less than NT$100,000,000 may be decided by the Chairman of the Board of Directors but such shall be submitted to the next meeting of the Board of Directors for ratification.
(2) ……………………..
(3) ……………………..
(4) ……………………..
|
Article 9 The Management level Responsible for Decision-Making and Authorization
(1) Providing endorsements and/or guarantees by the Company shall be subject to the resolution adopted by the Board of Directors, except that the endorsement or guarantee the amount of which is less than NT$100,000,000 may be decided by the Chairman of the Board of Directors but such shall be submitted to the next meeting of the Board of Directors for ratification.
(2) Before the subsidiaries in which more than 90% outstanding voting shares are directly or indirectly held by the Company provide endorsement or guarantee among others in accordance with Article 2, it shall be reported and approved by the Board of Directors of the Company (“Requirement”). The endorsements/guarantees provided by and among subsidiaries, 100% outstanding voting shares directly or indirectly held by the Company, is free of the tpreceding restriction of the Requirement.
(23) ……………………..
(34) ……………………..
(45) ……………………..
|
To accommodate the amendment of law and revise the referred Item No. accordingly
|
||
Article 15
The Handling Procedures were enacted on October 9, 1998; the first amendment was made on May 29, 2003; the second amendment was made on June 15, 2006 and the third amendment was made on June 13, 2007; the fourth amendment was made on June 19, 2009 and the fifth amendment was made on June 18, 2010.
|
Article 15
The Handling Procedures were enacted on October 9, 1998; the first amendment was made on May 29, 2003; the second amendment was made on June 15, 2006; the third amendment was made on June 13, 2007 and; the fourth amendment was made on June 19, 2009 and the fifth amendment was made on June 18, 2010.
|
To add the date of amendment
|
Before Amendment
|
After Amendment
|
Reason for Amendment
|
Article 3 The aggregate amount of loans and the maximum amount permitted to a single borrower
(1) The aggregate outstanding amount of capital lending shall not exceed forty percent (40%) of the Company’s net worth as shown in the Company’s latest financial statements.
(2) The limit on the amount of capital lending to the each individual borrower is as follows:
i) If there is any business transaction between the Company and other company or firm which calls for capital lending, the amount of capital lending for each individual company or firm shall not exceed the amount of the transactions between the Company and the borrower. The term “the amount of the transactions” as used herein means the higher of the purchase amount or sale amount of the business transactions between the Company and such borrower.
(ii) The maximum amount of loan which provides the Company’s subsidiary, which calls for short-term financing needs, shall not exceed 10 percent of the Company’s net worth as stated in its latest financial statement.
(iii) The overseas subsidiaries, whose 100% outstanding voting shares are directly or indirectly held by the Company, loan their funds among others shall not be subject to the limitation of 40 percent of the Company’s net worth
|
Article 3 The aggregate amount of loans and the maximum amount permitted to a single borrower
(1) The aggregate outstanding amount of capital lending shall not exceed forty percent (40%) of the Company’s net worth as shown in the Company’s latest financial statements.
(2) The limit on the amount of capital lending to the each individual borrower is as follows:
i) If there is any business transaction between the Company and other company or firm which calls for capital lending, the amount of capital lending for each individual company or firm shall not exceed the amount of the transactions between the Company and the borrower. The term “the amount of the transactions” as used herein means the higher of the purchase amount or sale amount of the business transactions between the Company and such borrower.
(ii) The maximum amount of loan which provides the Company’s subsidiary, which calls for short-term financing needs, shall not exceed 10 percent of the Company’s net worth as stated in its latest financial statement.
(iii) The overseas subsidiaries, whose 100% outstanding voting shares are directly or indirectly held by the Company, loan their funds among others shall not be subject to the limitation of 40 percent of the Company’s net worth
(3) The capital lending between the Company and its subsidiaries, or among the Company’s subsidiaries shall be approved by the Board of Directors. The Board of Directors may authorize the Chairman to approve to loan a single borrower within a specific limit resolved by the Board of Directors, and for a period not more than one year, allow such borrower to make drawdown for several times or have revolving loan.
The term "specific limit set" set forth in the preceding sub-paragraph shall be pursuant to paragraph (2), sub-paragraph (iii) and the outstanding balance of loans made by the Company and its subsidiaries to a single borrower shall not exceed 10 percent or more of the borrower’s net worth as stated in its latest financial statement.
|
To accommodate the amendment of law and regulation
|
Article 12
The Handling Procedures were enacted on October 9, 1998; first amendment was made on April 11, 2002; second amendment was made on May 29, 2003; the third amendment was made on June 13, 2007 and the fourth amendment was made on June 19, 2009.
|
Article 12
The Handling Procedures were enacted on October 9, 1998; first amendment was made on April 11, 2002; second amendment was made on May 29, 2003; the third amendment was made on June 13, 2007 and; the fourth amendment was made on June 19, 2009 and the fourth amendment was made on June 18, 2010.
|
To add the amendment date
|
(1)
|
As of April 20, 2010, the first date of local bookclose period for the 2010 Annual Shareholders’ Meeting, AUO has issued capital stock for NT$88,270,455,350 representing 8,827,045,535 common shares. In accordance with the Article 26 of ROC Securities & Exchange Act, the minimum requirements of the collective shareholding for directors are 141,232,728 common shares.
|
(2)
|
As of April 20, 2010, the actual collective shareholdings of directors were shown as below:
|
Title
|
Name of Representative
|
Shareholders Represented
|
No. of Shareholding
|
Shareholding %
|
Chairman
|
Kuen-Yao (K.Y.) Lee
|
10,532,153
|
0.12
|
|
Vice Chairman
|
Hsuan Bin (H.B.) Chen
|
6,197,633
|
0.07
|
|
Director
|
Hui Hsiung
|
2,790,877
|
0.03
|
|
Director
|
Ronald Jen-Chuan Chwang
|
Qisda Corporation
|
663,598,620
|
7.52
|
Director
|
Ko-Yung (Eric) Yu
|
Qisda Corporation
|
663,598,620
|
7.52
|
Director
|
Ching-Shih Han
|
China Development Industrial Bank
|
44,929,277
|
0.51
|
Independent Director
|
Vivien Huey-Juan Hsieh
|
-
|
-
|
|
Independent Director
|
Tze-Kaing Yang
|
-
|
-
|
|
Independent Director
|
Chieh-Chien Chao
|
-
|
-
|
|
Total
|
728,048,560
|
8.25
|
1.
|
Shareholders’ meeting of the Company shall be conducted in accordance with the Rules and Procedures.
|
2.
|
Shareholders or their proxies attending the shareholders’ meeting (the “Meeting”) shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders or their proxies attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders or their proxies.
|
3.
|
The quorum required for the Meeting and the votes cast by the shareholders shall be calculated in accordance with the number of shares representing by shareholders attending the Meeting.
|
4.
|
The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
|
5.
|
The chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. In case the chairman of the Board of Directors is on leave or cannot exercise his power and authority for any reason, the vice chairman shall act on behalf of the chairman. In case the Company has no vice chairman, or the vice chairman is also on leave or unable to exercise his and authority for any reason, the chairman of the Board of Directors shall designate one of the directors to act on behalf of the chairman. If the chairman does not make such designation, the directors shall elect from and among themselves an acting chairman of the Board of Directors. If the Meeting is convened by the person other than the Board of Directors who is permitted to convene such Meeting, such person shall be the chairman presiding the Meeting.
|
6.
|
The Company may appoint designated counsel, Certified Public Accountant or other related persons to attend the Meeting.
|
7.
|
The process of the Meeting shall be tape-recorded or videotaped and these tapes or videos shall be preserved for at least one year.
|
8.
|
Chairman shall call the Meeting to order at the time scheduled for the meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the 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 no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares of the Company, tentative resolutions may be made in accordance with Paragraph 1, Article 175 of the Company Law of the Republic of China. If during the process of the Meeting the number of shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company law of the Republic of China.
|
9.
|
The agenda of the Meeting shall be set by the Board of Directors, if the Meeting is convened by the Board of Directors. The Meeting shall proceed in accordance with the agenda unless otherwise resolved at the Meeting. During the Meeting, the chairman may, at his/her discretion, set time for intermission. Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items listed in the agenda are resolved. The shareholders cannot designated any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.
|
10.
|
When a shareholder present at the Meeting wishes to speak, a speech note should be filled out with summary of the speech, the shareholder’s number, and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. If any shareholder presenting the Meeting submits a speech note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the speech note, the contents of actual speech shall prevail. Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall
|
11.
|
Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times or longer than 5 minutes each time. In case the speech of any shareholder violates this provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.
|
12.
|
Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting. If a legal entity designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
|
13.
|
After the speech of a shareholder, the chairman may respond him/herself or appoint an appropriate person to respond.
|
14.
|
The chairman may announce to end the discussion of any discussion item and go into voting if the chairman deems it appropriate.
|
15.
|
The person(s) to monitor and the person(s) to count the ballots shall be appointed by the chairman. The person(s) monitoring the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and recorded in the minutes of the Meeting.
|
16.
|
Except otherwise provided in the Company Law of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
|
17.
|
If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any of them has been adopted, the other shall be deemed vetoed and no further voting is necessary.
|
18.
|
The chairman may require or supervise the disciplinary officers or the security guards to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officer” for identification purpose.
|
19.
|
In case of incident due to force majeure, the chairman may decide to temporarily suspend the Meeting or to announce adjournment and decide the day to reconvene the Meeting.
|
20.
|
Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Law of Republic of China and the Articles of Incorporation of the Company.
|
21.
|
The Rules and Procedures shall become effective from the date on which the Rules and Procedures are approved by the Meeting. The same shall apply to amendments to the Rules and Procedures.
|
1. |
CC01080
|
Electronic parts and components manufacturing business
|
2. |
F119010
|
Electronic material wholesale business
|
3. |
CC01030
|
Electronic appliances and AV electronics products manufacturing business (foro perations within Central Taiwan Science Park only)
|
4.
|
CC01010
|
Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
|
5. |
CC01090
|
Batteries Manufacturing
|
6.
|
IG03010
|
Energy Technical Services
|
7. |
ZZ99999
|
All business items that are not prohibited or restricted by law, except those that are subject to special approval. (for operations outside the Science Park only)
|
(1)
|
Plasma display and related systems
|
(2)
|
Liquid crystal display and related systems
|
(3)
|
Organic light emitting diodes and related systems
|
(4)
|
Amorphous silicon photo sensor device parts and components
|
(5)
|
Thin film photo diode sensor device parts and components
|
(6)
|
Thin film transistor photo sensor device parts and components
|
(7)
|
Touch imaging sensors
|
(8)
|
Full color active matrix flat panel displays
|
(9)
|
Field emission displays
|
(10)
|
Single crystal liquid crystal displays
|
(11)
|
Original equipment manufacturing for amorphous silicon thin film transistor process and flat panel display modules
|
(12)
|
Original design manufacturing and original equipment manufacturing business for flat panel display modules
|
(13)
|
Solar Cell, modules, and related system and service.
|
(14)
|
New green energy related system and service (for operations outside the Science Park only)
|
(15)
|
The simultaneous operation of a trade business relating to the Company’s business
|
1.
|
employee bonus: not less than 5%;
|
2.
|
remuneration of directors: no more than 1%; and
|
3.
|
all or a portion of the remaining balance shall be distributed as shareholders’ dividends.
|
1.
|
is not a ballot provided under the Rules;
|
2.
|
is placed into the ballot box blank;
|
3.
|
contains illegible words or corrections;
|
4.
|
contains a name or shareholder’s number in the “candidate” column which is inconsistent with the shareholder’s register if the candidate is a shareholder of the Company; Contains a name or ID number in the “candidate” column which is incorrect if the candidate is not a shareholder of the Company;
|
5.
|
contains any words or marks other than those specified in Article 9;
|
6.
|
is not filled out in accordance with Article 9 or is filled incompletely; or
|
7.
|
contains two or more candidates.
|
(1)
|
It was proposed by the Board of Directors, held on March 12, 2010, not to distribute employee bonus and remunerations for directors. The proposal will be brought to be discussed and resolved at the Company’s Annual General Shareholders’ Meeting dated June 18, 2010.
|
(2)
|
The amount, reason and countermeasures for the discrepancy between the distribution of employee bonus and remunerations for directors resolved by the Board of Directors and those accrued as expense in book: No difference between the amounts resolved by the Board of Directors and the amounts accrued as expense in book.
|