FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
June 29, 2011
| Commission File Number 001-31335 |
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AU Optronics Corp.
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(Translation of registrant’s name into English)
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No. 1 Li-Hsin Road 2
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Hsinchu Science Park
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Hsinchu, Taiwan
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(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
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Form 20-F X Form 40-F
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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):
____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):
____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes ....... No ...X... |
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable
INDEX TO EXHIBITS
Item
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1.
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Meeting Minutes of AUO’s 2011 Annual General Shareholders’ Meeting dated June 10, 2011.
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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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AU Optronics Corp.
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||||
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Date: June 29, 2011
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By:
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/s/ Andy Yang
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Name:
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Andy Yang
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|||
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Title:
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Chief Financial Officer
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AU OPTRONICS CORP.
Meeting Minutes
Of
2011 Annual General Shareholders’ Meeting
(Translation)
Time and date of the Meeting: June 10, 2011 at 9:30 A.M. (Local time)
Venue of the Meeting: No. 2, Jhongke Rd., Situn District, Taichung City, Taiwan R.O.C.
Total shares represented by shareholders present: 6,830,306,224 shares
Percentage of shares held by shareholders present: 77.37% of total outstanding shares
Resolution Notice
Dear Shareholders:
We are pleased to inform you that the following items were approved or acted as proposed at our 2011 Annual General Shareholders’ Meeting held on June 10, 2011.
Truly yours,
Kuen-Yao (K.Y.) Lee
Chairman
- 1 -
AU OPTRONICS CORP.
2011 ANNUAL GENERAL SHAREHOLDERS' MEETING
MINUTES
Time: 9:30 a.m., June 10, 2011
Place: No. 2, Jhongke Rd., Situn District, Taichung City, Taiwan R.O.C. (Meeting Room in the Central Taiwan Science Park Administration)
Total outstanding AUO shares: 8,827,045,535 shares
Total shares represented by shareholders present in person or by proxy: 6,830,306,224 shares Percentage of shares held by shareholders present in person or by proxy: 77.37 %
Chairman: Kuen-Yao (K.Y.) Lee, Chairman of the Board of Directors Recorder: Andy Yang
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1.
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Commencement (The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.)
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2.
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Chairman’s Address (omitted)
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3.
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Report Items
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(1)
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2010 Business Report (omitted)
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(2)
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Audit Committee’s Report (omitted)
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(3)
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To report the indirect investments in China in 2010 (omitted)
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(4)
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To report the issuance of Euro Convertible Bonds in 2010 (omitted)
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(5)
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To report the completion of the improvement plan of the guarantee of M.Setek Co., Ltd., the subsidiary of AUO (omitted)
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4.
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Acceptance Items
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(1)
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To accept the 2010 Business Report and Financial Statements (proposed by the Board of Directors)
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Explanation:
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A.
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The 2010 Financial Statements were audited by the independent auditors, Shing-Hai Wei and Yiu-Kwan Au of KPMG.
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B.
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The 2010 Business Report and Financial Statements have been adopted by the Board of Directors and reviewed by the Audit Committee.
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C.
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For the 2010 Business Report, Audit Committee’s Report, and Financial Statements thereto, please refer to Attachments 1-4.
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Resolution:
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Upon solicitation of comments by the Chairman, there was no objection voiced and the resolution was adopted unanimously by the shareholders present:
RESOLVED, that the above proposals be and hereby were approved as proposed.
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- 2 -
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(2)
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To accept the proposal for the distribution of 2010 profits (proposed by the Board of Directors)
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Explanation:
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A.
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The proposed distributions are allocated from the 2010 earnings available for distribution. For the 2010 Earnings Distribution Statement, please refer to Attachment 5.
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B.
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The total number of common shares outstanding may change and the ultimate amount of cash to be distributed to each common share may need to be adjusted accordingly should the Company subsequently issue new common shares as a result of the conversion of convertible bonds. It is proposed that the Board of Directors of the Company be authorized by the 2011 Annual General shareholders’ Meeting to adjust the amount of cash to be distributed to each common share based on the total amount resolved to be distributed and the number of actual common shares outstanding on the record date for the distribution.
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C.
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The dividend distribution will be based on the list of shareholders registered as of the record date of cash dividends. The cash dividend distribution will be paid to the rounded-down full NT dollar.
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Resolution:
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Upon solicitation of comments by the Chairman, there was no objection voicedand the resolution was adopted unanimously by the shareholders present:
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RESOLVED, that the above proposals be and hereby were approved as proposed.
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5.
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Discussion Items
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(1)
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To approve the revisions to the Articles of Incorporation (proposed by the Board of Directors)
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Explanation:
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A.
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To comply with the relevant laws and regulations and meet the Company’s operation needs, it is proposed that the Company’s authorized capital, the insurance for the Directors, the method of Board of Directors’ meeting notice, the number of managerial personnel and the distribution of profits stipulated in the Company’s Articles of Incorporation be amended.
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B.
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A comparison table for the Articles of Incorporation before and after the amendments is attached hereto as Attachment 6.
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Resolution:
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Upon solicitation of comments by the Chairman, there was no objection voicedand the resolution was adopted unanimously by the shareholders present:
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RESOLVED, that the above proposals be and hereby were approved as proposed.
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(2)
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To approve the proposal of releasing Directors from non-competition restrictions (proposed by the Board of Directors)
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Explanation:
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A.
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According to Article 209 of the Company Law, any Director conducting business for himself/herself or on another’s behalf, in which 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.
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- 3 -
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B.
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It is proposed to release Directors from non-competition restrictions as follows.
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Title
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Name
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Released restriction
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Director
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Lai-Juh (L.J.) Chen
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Director of AUO Green Energy America Corp.
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Director of AUO Green Energy Europe B.V.
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||
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Director
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Paul Peng
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Director of Huizhou Bri-King Optronics Co., Ltd.
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Independent
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Ding-Yuan Yang
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Independent Director of Goyatek Technology Inc.
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Director
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||
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Resolution:
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Upon solicitation of comments by the Chairman, there was no objection voicedand the resolution was adopted unanimously by the shareholders present:
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RESOLVED, that the above proposals be and hereby were approved as proposed.
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6.
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Extraordinary Motions: No.
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7.
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Adjourn Meeting : The meeting were adjourned at a.m. 10:01.
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- 4 -
Attachment 1:
2010 Business Report
For AUO, 2010 was a year full of challenges. We faced difficult political, legal, and economic problems, but we were still able to calmly consolidate our resources and progress determinedly at our own pace. We closed 2010 with an annual revenue of NT$467.2 billion, a 30% increase from 2009. We also turned loss into profit with an annual net profit of NT$7.4 billion and a basic EPS of NT$0.76.
During the turbulent year 2010, the management team utilized its adaptive and resilient qualities to face an unfavorable and challenging business environment as difficult as the one we faced during 2008 financial crisis. By adjusting the company’s organization into dual business units to simultaneously focus on the development of flat panel display and solar photovoltaic (“solar PV”) industries, and relying on the strategy of “Concurrent Development of Display and Solar Businesses”, we intend to achieve further growth and firmly face an increasingly complex and competitive industry.
Looking back at 2010, a year in which we gradually realized our vision, AUO had made the following business arrangements:
1. Expanded sales channels through global deployment:
Established strategic alliances with brand customers and system integrators to expand our business coverage from China all the way to Europe and South America, which increased and secured our flat panel downstream sales and provided local customers with prompt and value-added services.
2. Introduced new technologies and applications:
Through the acquisition of the low-temperature polysilicon (LTPS) capacity and technical alliances with respect to 3D and Touch panel technologies, we ignited the transformation of our existing capacity to a “high value” and “high turnover” capacity. The goal is to enhance AUO’s competitiveness in the high-end products market as well as the new TFT technologies application market.
3. Consolidated a complete value chain in the solar PV market:
Embarked on the vertical integration of the solar PV supply chain and established a crystalline silicon value chain with a high conversion efficiency, from crystalline silicon raw materials, solar cells, modules, and solar PV projects, in order to prepare for the coming “grid parity” and to provide customers with complete, total product solutions with high cost-competitives.
4. Reduced our carbon footprint:
Introduced innovative energy conservation technologies into product design and R&D, actively worked to realize our green promise, and reduced the impact on the environment of carbon emissions from our electronic products. We also integrated solar PV technologies and used the rooftops of plants to generate solar PV energy, which helped realize our goals of utilizing renewable energy and building plants with low-carbon emissions.
In 2011 we will continue to build our efforts toward our existing strategic deployment, implementing lean management and enriching our corporate capabilities:
- 5 -
1. Aggressively enter into emerging markets:
By adopting a flexible and diversified business model, we will accelerate our entrance into emerging markets, strengthen our cooperative relationships with local partners, and realize our global operation blueprint.
2. Full-scale enhancement of capacity value:
Continue introducing advanced display technology, and innovating product R&D and designs in order to boost our capacity value with high value-added products and control the product value chain.
3. Optimize organizational efficiency:
Our operations are divided into the “Display business” and “Solar business”, which focus on the development of LCD panels and solar PV industries, respectively. Through clear management duties and efficient operating mechanisms, we expect the new organizational arrangement to boost our operating performance in both panel and solar PV industries.
AUO will adopt the “value-oriented” business model to its competitive advantage in the flat panel industry and will employ a business strategy of “value chain integration” to secure a niche in the solar PV industry. And our grand strategy of the “Concurrent Development of Display and Solar Businesses” will enable us to conserve our required strengths for the next ten years. AUO’s management team will uphold our never-changing core value of “integrity”, maintain our passion and focus on core competencies, pursue excellence, continue honoring our green promise and fulfill our responsibilities as good corporate citizens in order to make AUO the leader in both, the optoelectronics and green energy industries.
Kuen-Yao (K.Y.) Lee, Chairman
Max Cheng, Acting President
Andy Yang, Chief Financial Officer
- 6 -
Attachment 2:
Audit Committee’s Report
The Board of Directors has prepared the Company’s Business Report, Financial Statements, and Earnings Distribution Statement for the year of 2010. Shing-Hai Wei and Yiu-Kwan Au, Certified Public Accountants of KPMG, have audited the Financial Statements and issued an opinion. The 2010 Business Report, Financial Statements, and Earnings Distribution Statement have been reviewed and determined to be correct and accurate by the Audit Committee of AU Optronics Corp. I, as the Chairwoman of the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law.
AU Optronics Corp.
Chairwoman of the Audit Committee
Vivien Huey-Juan Hsieh
March 11, 2011
- 7 -
Attachment 3:
English Translation of Audit Report Originally Issued in Chinese
Independent Auditors’ Report
The Board of Directors
AU Optronics Corp.:
We have audited the accompanying balance sheets of AU Optronics Corp. (the Company) as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the Republic of China and the “Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants.” Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AU Optronics Corp. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, requirements of the Business Accounting Act and Regulations Governing Business Accounting with respect to financial accounting standards, and accounting principles generally accepted in the Republic of China.
We have also audited the consolidated financial statements of AU Optronics Corp. as of and for the years ended December 31, 2010 and 2009, and have expressed an unqualified opinion on such financial statements.
KPMG Certified Public Accountants
Hsinchu, Taiwan (Republic of China)
March 1, 2011
- 8 -
English Translation of Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP.
Balance Sheets
December 31, 2010 and 2009(Expressed in thousands of New Taiwan dollars)
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2010
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2009
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|||||||
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NT$
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NT$
|
|||||||
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Assets
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||||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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52,460,444 | 57,114,009 | ||||||
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Accounts receivable, net
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46,791,857 | 54,053,574 | ||||||
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Receivables from related parties, net
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6,492,237 | 5,519,632 | ||||||
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Other receivables from related parties
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283,440 | 115,116 | ||||||
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Other current financial assets
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836,294 | 1,709,721 | ||||||
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Inventories, net
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34,416,003 | 29,873,827 | ||||||
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Prepayments and other current assets
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1,305,061 | 1,388,474 | ||||||
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Deferred tax assets, net
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5,216,493 | 5,138,814 | ||||||
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Financial assets measured at fair value—current
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415,727 | 377,587 | ||||||
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Total current assets
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148,217,556 | 155,290,754 | ||||||
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Long-term investments:
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||||||||
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Equity-method investments
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72,340,382 | 53,038,883 | ||||||
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Hedging derivative financial assets—noncurrent
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- | 3,829 | ||||||
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Total long-term investments
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72,340,382 | 53,042,712 | ||||||
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Property, plant and equipment:
|
||||||||
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Cost
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||||||||
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Land
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6,273,615 | 6,273,615 | ||||||
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Buildings
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83,765,228 | 67,406,083 | ||||||
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Machinery and equipment
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558,602,180 | 541,382,061 | ||||||
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Other equipment
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27,080,867 | 23,092,503 | ||||||
| 675,721,890 | 638,154,262 | |||||||
|
Less: accumulated depreciation
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(404,575,500 | ) | (337,112,061 | ) | ||||
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Construction in progress
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32,371 | 9,108,906 | ||||||
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Prepayments for purchases of land and equipment
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34,505,237 | 10,553,228 | ||||||
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Net property, plant and equipment
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305,683,998 | 320,704,335 | ||||||
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Intangible assets:
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||||||||
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Goodwill
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11,280,595 | 11,280,595 | ||||||
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Technology-related fees
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2,600,362 | 2,772,872 | ||||||
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Total intangible assets
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13,880,957 | 14,053,467 | ||||||
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Other assets:
|
||||||||
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Idle assets, net
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1,370,299 | 1,638,186 | ||||||
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Refundable deposits
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16,334 | 26,631 | ||||||
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Deferred charges, net
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953,078 | 1,333,408 | ||||||
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Deferred tax assets, net
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3,103,223 | 2,549,726 | ||||||
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Restricted cash in bank
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36,372 | 128,645 | ||||||
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Long-term prepayments for materials
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- | 1,609,640 | ||||||
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Prepaid pension cost
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461,912 | 375,910 | ||||||
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Total other assets
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5,941,218 | 7,662,146 | ||||||
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Total Assets
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546,064,111 | 550,753,414 | ||||||
- 9 -
English Translation of Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP.
Balance Sheets (continued)
December 31, 2010 and 2009
(Expressed in thousands of New Taiwan dollars, except for par value)
|
2010
|
2009
|
|||||
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NT$
|
NT$
|
|||||
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Liabilities and Stockholders’ Equity
|
||||||
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Current liabilities:
|
||||||
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Accounts payable
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38,249,912
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36,175,165
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||||
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Payables to related parties
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50,969,044
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57,182,539
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||||
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Accrued expenses and other current liabilities
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26,630,160
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24,398,034
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||||
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Financial liabilities measured at fair value—current
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76,976
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829,865
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||||
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Other payables to related parties
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407,560
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122,492
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||||
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Equipment and construction in progress payable
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16,410,269
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18,361,269
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||||
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Current installments of long-term borrowings
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24,287,000
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31,357,405
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||||
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Current installments of bonds payable
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6,000,000
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8,190,900
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||||
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Total current liabilities
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163,030,921
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176,617,669
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||||
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Long-term liabilities:
|
||||||
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Financial liabilities measured at fair value—noncurrent
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217,023
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10,450
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||||
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Bonds payable, excluding current installments
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3,500,000
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9,500,000
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||||
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Convertible bonds payable
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23,951,212
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-
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||||
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Long-term borrowings, excluding current installments
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86,018,200
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102,042,707
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||||
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Hedging derivative financial liabilities—noncurrent
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271,225
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493,805
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||||
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Long-Term deferred Revenue
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793,993
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-
|
||||
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Total long-term liabilities
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114,751,653
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112,046,962
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||||
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Other liabilities
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120,604
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1,646
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||||
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Total liabilities
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277,903,178
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288,666,277
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||||
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Stockholders’ equity:
|
||||||
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Capital stock:
|
||||||
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Common stock, NT$10 par value
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88,270,455
|
88,270,455
|
||||
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Capital surplus
|
115,947,805
|
114,972,148
|
||||
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Retained earnings:
|
||||||
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Legal reserve
|
15,206,106
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15,206,106
|
||||
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Unappropriated retained earnings
|
47,116,043
|
40,863,051
|
||||
|
62,322,149
|
56,069,157
|
|||||
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Others:
|
||||||
|
Cumulative translation adjustments
|
1,053,896
|
1,685,733
|
||||
|
Unrealized gains on financial instruments
|
566,628
|
1,089,644
|
||||
|
1,620,524
|
2,775,377
|
|||||
|
Total stockholders’ equity
|
268,160,933
|
262,087,137
|
||||
|
Commitments and contingent liabilities
|
||||||
|
Total Liabilities and Stockholders’ Equity
|
546,064,111
|
550,753,414
|
- 10 -
English Translation of Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP.
Statements of Operations
Years ended December 31, 2010 and 2009
(Expressed in thousands of New Taiwan dollars, except for per share data)
|
2010
|
2009
|
|||||||
|
NT$
|
NT$
|
|||||||
|
Net sales
|
442,996,298 | 350,179,130 | ||||||
|
Cost of goods sold
|
416,614,357 | 352,327,368 | ||||||
|
Gross profit (loss)
|
26,381,941 | (2,148,238 | ) | |||||
|
Operating expenses:
|
||||||||
|
Selling
|
6,787,766 | 6,604,245 | ||||||
|
General and administrative
|
5,793,469 | 5,251,219 | ||||||
|
Research and development
|
5,913,840 | 6,029,428 | ||||||
| 18,495,075 | 17,884,892 | |||||||
|
Operating income (loss)
|
7,886,866 | (20,033,130 | ) | |||||
|
Non-operating income and gains:
|
||||||||
|
Interest income
|
155,849 | 115,551 | ||||||
|
Investment gains recognized by equity method, net
|
2,211,912 | 3,440,325 | ||||||
|
Foreign currency exchange gains, net
|
- | 310,235 | ||||||
|
Gains on valuation of financial instruments, net
|
3,874,081 | 661,752 | ||||||
|
Other income
|
1,181,570 | 1,423,516 | ||||||
| 7,423,412 | 5,951,379 | |||||||
|
Non-operating expenses and losses:
|
||||||||
|
Interest expenses
|
3,389,234 | 2,545,738 | ||||||
|
Foreign currency exchange losses, net
|
3,290,918 | - | ||||||
|
Depreciation of idled assets
|
635,120 | 891,389 | ||||||
|
Asset impairment losses
|
- | 40,022 | ||||||
|
Provisions for potential litigation losses and others
|
1,612,840 | 9,686,537 | ||||||
| 8,928,112 | 13,163,686 | |||||||
|
Earnings (loss) before income taxes
|
6,382,166 | (27,245,437 | ) | |||||
|
Income tax expense (benefit)
|
(310,491 | ) | (476,102 | ) | ||||
|
Net income (loss)
|
6,692,657 | (26,769,335 | ) | |||||
|
Earnings (loss) per share:
|
||||||||
|
Basic (L) EPS-net income (loss)
|
0.76 | (3.04 | ) | |||||
|
Diluted (L) EPS-net income (loss)
|
0.70 | (3.04 | ) | |||||
- 11 -
English Translation of Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP.
Statements of Stockholders' Equity
Years ended December 31, 2009
(Expressed in thousands of New Taiwan dollars)
|
Retained earnings
|
Others | |||||||||||||||||||||||||||||||
|
Unrealized
|
||||||||||||||||||||||||||||||||
|
Unappropriated
|
Cumulative
|
Minimum
|
gains (losses)
|
|||||||||||||||||||||||||||||
|
Capital
|
Capital
|
Legal
|
retained
|
translation
|
pension
|
on financial
|
||||||||||||||||||||||||||
|
stock
|
surplus
|
reserve
|
earnings
|
adjustments
|
liability
|
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 | ) | - | - | - | - | |||||||||||||||||||||||
|
Capitalization of employee stock
|
||||||||||||||||||||||||||||||||
|
bonus
|
661,543 | 1,348,225 | - | - | - | - | - | 2,009,768 | ||||||||||||||||||||||||
|
Cash dividends
|
- | - | - | (2,551,716 | ) | - | - | - | (2,551,716 | ) | ||||||||||||||||||||||
|
Stock dividends to shareholders
|
2,551,716 | - | - | (2,551,716 | ) | - | - | - | - | |||||||||||||||||||||||
|
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 gains on
|
||||||||||||||||||||||||||||||||
|
available-for-sale financial
|
||||||||||||||||||||||||||||||||
|
assets, net
|
- | - | - | - | - | - | 171,253 | 171,253 | ||||||||||||||||||||||||
|
Unrealized gains on cash flow
|
||||||||||||||||||||||||||||||||
|
hedges, net
|
- | - | - | - | - | - | 205,004 | 205,004 | ||||||||||||||||||||||||
|
Foreign currency translation
|
||||||||||||||||||||||||||||||||
|
adjustments
|
- | - | - | - | (645,125 | ) | - | - | (645,125 | ) | ||||||||||||||||||||||
|
Reversal of minimum pension
|
||||||||||||||||||||||||||||||||
|
liability
|
- | - | - | - | - | 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 | ||||||||||||||||||||||||
Note: Remuneration to directors of NT$57,422 thousand and employee bonuses of NT$2,871,097 thousand were deducted from the statement of operations of 2008.
- 12 -
English Translation of Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP.
Statements of Stockholders' Equity (continued)
Years ended December 31, 2010
(Expressed in thousands of New Taiwan dollars)
|
Retained earnings
|
Others | |||||||||||||||||||||||||||||||
|
Unrealized
|
||||||||||||||||||||||||||||||||
|
Unappropriated
|
Cumulative
|
Minimum
|
gains (losses)
|
|||||||||||||||||||||||||||||
|
Capital
|
Capital
|
Legal
|
retained
|
translation
|
pension
|
on financial
|
||||||||||||||||||||||||||
|
stock
|
surplus
|
reserve
|
earnings
|
adjustments
|
liability
|
instruments
|
Total
|
|||||||||||||||||||||||||
|
Balance at January 1, 2010
|
88,270,455 | 114,972,148 | 15,206,106 | 40,863,051 | 1,685,733 | - | 1,089,644 | 262,087,137 | ||||||||||||||||||||||||
|
Embedded conversion options
|
||||||||||||||||||||||||||||||||
|
derived from convertible bonds
|
- | 101,787 | - | - | - | - | - | 101,787 | ||||||||||||||||||||||||
|
Adjustments to capital surplus,
|
||||||||||||||||||||||||||||||||
|
retained earnings and unrealized
|
||||||||||||||||||||||||||||||||
|
gains (losses) on financial
|
||||||||||||||||||||||||||||||||
|
instruments for changes in
|
||||||||||||||||||||||||||||||||
|
investees’ equity
|
- | 873,870 | - | (439,665 | ) | - | - | (709,609 | ) | (275,404 | ) | |||||||||||||||||||||
|
Net income
|
- | - | - | 6,692,657 | - | - | - | 6,692,657 | ||||||||||||||||||||||||
|
Unrealized gains on cash flow
|
||||||||||||||||||||||||||||||||
|
hedges, net
|
- | - | - | - | - | - | 186,593 | 186,593 | ||||||||||||||||||||||||
|
Foreign currency translation
|
||||||||||||||||||||||||||||||||
|
adjustments
|
- | - | - | - | (631,837 | ) | - | - | (631,837 | ) | ||||||||||||||||||||||
|
Balance at December 31, 2010
|
88,270,455 | 115,947,805 | 15,206,106 | 47,116,043 | 1,053,896 | - | 566,628 | 268,160,933 | ||||||||||||||||||||||||
- 13 -
English Translation of Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP.
Statements of Cash Flows
Years ended December 31, 2010 and 2009
(Expressed in thousands of New Taiwan dollars)
|
2010
|
2009
|
|||||||
|
NT$
|
NT$
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income (loss)
|
6,692,657 | (26,769,335 | ) | |||||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
|
Depreciation
|
74,708,596 | 75,394,433 | ||||||
|
Amortization of intangible assets and deferred charges
|
1,182,868 | 2,248,757 | ||||||
|
Gains from disposal and write-off of property, plant and equipment, idle assets and others
|
(86,694 | ) | (71,118 | ) | ||||
|
Amortization of discounts for convertible bonds and others
|
156,020 | 30,588 | ||||||
|
Unrealized foreign currency exchange gains, net
|
(940,903 | ) | (2,192,839 | ) | ||||
|
Gains from disposal of available-for-sale financial instruments
|
- | (213,295 | ) | |||||
|
Losses from disposal of equity-method of investments
|
- | 28,323 | ||||||
|
Proceeds from of cash dividends
|
373,768 | 55,731 | ||||||
|
Assets impairment losses
|
- | 40,022 | ||||||
|
Investment gains recognized by equity method, net
|
(2,211,912 | ) | (3,440,325 | ) | ||||
|
Losses (gains) on valuation of financial instruments
|
(727,324 | ) | 1,418,312 | |||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Decrease (increase) in accounts receivable, net
|
7,800,474 | (32,590,403 | ) | |||||
|
Increase in related parties receivables
|
(1,140,929 | ) | (3,636,934 | ) | ||||
|
Increase in inventories, net
|
(4,542,176 | ) | (10,417,427 | ) | ||||
|
Increase in deferred tax assets, net
|
(642,743 | ) | (398,197 | ) | ||||
|
Increase in prepaid pension assets
|
(86,002 | ) | (102,752 | ) | ||||
|
Decrease (increase) in prepayments (including long-term prepayments for materials) and other current assets
|
2,566,480 | (81,504 | ) | |||||
|
Increase in accounts payable
|
1,039,594 | 16,888,975 | ||||||
|
Increase (decrease) in related parties payables
|
(5,928,427 | ) | 20,401,490 | |||||
|
Increase in accrued expenses and other current liabilities
|
2,059,519 | 7,730,329 | ||||||
|
Net cash provided by operating activities
|
80,272,866 | 44,322,831 | ||||||
|
Cash flows from investing activities:
|
||||||||
|
Acquisition of property, plant and equipment
|
(62,535,711 | ) | (51,813,816 | ) | ||||
|
Proceeds from disposal of property, plant and equipment and idle assets
|
1,056,293 | 224,248 | ||||||
|
Proceeds from disposal of available-for-sale financial assets
|
- | 854,849 | ||||||
|
Purchase of long-term investments
|
(17,424,587 | ) | (11,279,837 | ) | ||||
|
Proceeds from disposal of long-term investments
|
- | 1,036,000 | ||||||
|
Increase in intangible assets and deferred charges
|
(631,563 | ) | (886,088 | ) | ||||
|
Decrease (increase) in restricted cash in bank
|
92,273 | (104,145 | ) | |||||
|
Decrease in refundable deposits
|
10,297 | 92,972 | ||||||
|
Net cash used in investing activities
|
(79,432,998 | ) | (61,875,817 | ) | ||||
|
Cash flows from financing activities:
|
||||||||
|
Increase (decrease) in guarantee deposits
|
116,751 | (342 | ) | |||||
|
Decrease in short-term borrowings
|
- | (3,700,000 | ) | |||||
|
Repayment of long-term borrowings
|
(43,274,829 | ) | (26,096,208 | ) | ||||
|
Repayment of bonds payable
|
(8,190,900 | ) | (13,139,820 | ) | ||||
|
Proceeds from long-term borrowings
|
20,250,000 | 52,750,000 | ||||||
|
Proceeds from convertible bonds payable
|
24,703,380 | - | ||||||
|
Cash dividends
|
- | (2,551,716 | ) | |||||
|
Net cash provided by (used in) financing activities
|
(6,395,598 | ) | 7,261,914 | |||||
- 14 -
English Translation of Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP.
Statements of Cash Flows (continued)
Years ended December 31, 2010 and 2009
(Expressed in thousands of New Taiwan dollars)
|
2010
|
2009
|
|||||||
|
NT$
|
NT$
|
|||||||
|
Effect of exchange rate change on cash
|
902,165 | (322,000 | ) | |||||
|
Net decrease in cash and cash equivalents
|
(4,653,565 | ) | (10,613,072 | ) | ||||
|
Cash and cash equivalents at beginning of year
|
57,114,009 | 67,727,081 | ||||||
|
Cash and cash equivalents at end of year
|
52,460,444 | 57,114,009 | ||||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash paid for interest expense (excluding interest capitalized)
|
3,277,726 | 2,583,390 | ||||||
|
Cash paid for income taxes
|
21,644 | 1,429,470 | ||||||
|
Additions to property, plant and equipment:
|
||||||||
|
Increase in property, plant and equipment
|
60,389,971 | 51,330,666 | ||||||
|
Decrease in construction-in-progress and prepayments
|
2,145,740 | 483,150 | ||||||
| 62,535,711 | 51,813,816 | |||||||
|
Supplementary disclosure of non-cash investing and financing activities:
|
||||||||
|
Current installments of long-term liabilities
|
30,287,000 | 39,548,305 | ||||||
- 15 -
Attachment 4:
English Translation of Audit Report Originally Issued in Chinese
Independent Auditors’ Report
The Board of Directors
AU Optronics Corp.:
We have audited the accompanying consolidated balance sheets of AU Optronics Corp. and subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the Republic of China and the “Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants.” Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AU Optronics Corp. and subsidiaries as of December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and accounting principles generally accepted in the Republic of China.
KPMG Certified Public Accountants
Hsinchu, Taiwan (Republic of China)
March 1, 2011
- 16 -
English Translation of Consolidated Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2010 and 2009
(Expressed in thousands of New Taiwan dollars)
|
2010
|
2009
|
|||||||
|
NT$
|
NT$
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
89,498,491 | 85,443,311 | ||||||
|
Notes and accounts receivable, net
|
50,595,501 | 57,025,944 | ||||||
|
Receivables from related parties, net
|
9,320,432 | 5,272,388 | ||||||
|
Other receivables from related parties
|
72,696 | 47,168 | ||||||
|
Other current financial assets
|
2,169,281 | 1,791,637 | ||||||
|
Inventories, net
|
44,568,106 | 39,229,916 | ||||||
|
Prepayments and other current assets
|
2,958,200 | 1,355,863 | ||||||
|
Equity investments held-for-sale
|
- | 707,175 | ||||||
|
Deferred tax assets, net
|
5,375,623 | 5,199,265 | ||||||
|
Financial assets measured at fair value—current
|
427,265 | 388,129 | ||||||
|
Total current assets
|
204,985,595 | 196,460,796 | ||||||
|
Long-term investments:
|
||||||||
|
Equity-method investments
|
15,540,959 | 9,706,574 | ||||||
|
Available-for-sale financial assets—noncurrent
|
1,373,687 | 2,012,265 | ||||||
|
Hedging derivative financial assets—noncurrent
|
- | 3,829 | ||||||
|
Financial assets carried at cost—noncurrent
|
896,294 | 484,009 | ||||||
|
Total long-term investments
|
17,810,940 | 12,206,677 | ||||||
|
Property, plant and equipment:
|
||||||||
|
Cost
|
||||||||
|
Land
|
8,052,370 | 7,780,680 | ||||||
|
Buildings
|
113,542,262 | 90,379,997 | ||||||
|
Machinery and equipment
|
661,815,861 | 621,880,340 | ||||||
|
Other equipment
|
37,144,773 | 29,729,246 | ||||||
| 820,555,266 | 749,770,263 | |||||||
|
Less: accumulated depreciation
|
(493,695,739 | ) | (395,405,471 | ) | ||||
|
Construction in progress
|
2,714,407 | 9,773,502 | ||||||
|
Prepayments for purchases of land and equipment
|
54,293,812 | 26,611,776 | ||||||
|
Net property, plant and equipment
|
383,867,746 | 390,750,070 | ||||||
|
Intangible assets:
|
||||||||
|
Goodwill
|
11,454,512 | 11,464,947 | ||||||
|
Technology-related fees
|
2,607,455 | 2,828,307 | ||||||
|
Total intangible assets
|
14,061,967 | 14,293,254 | ||||||
|
Other assets:
|
||||||||
|
Idle assets, net
|
1,760,638 | 1,797,158 | ||||||
|
Deferred charges, net
|
2,593,372 | 2,765,980 | ||||||
|
Deferred tax assets, net
|
3,379,370 | 3,053,319 | ||||||
|
Others
|
856,141 | 1,285,504 | ||||||
|
Total other assets
|
8,589,521 | 8,901,961 | ||||||
|
Total Assets
|
629,315,769 | 622,612,758 | ||||||
- 17 -
English Translation of Consolidated Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP. AND SUBSIDIARIES
Consolidated Balance Sheets (continued)
December 31, 2010 and 2009
(Expressed in thousands of New Taiwan dollars, except for par value)
|
2010
|
2009
|
|||||||
|
NT$
|
NT$
|
|||||||
|
Liabilities and Stockholders’ Equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Short-term borrowings
|
1,183,248 | 1,945,227 | ||||||
|
Notes payable and accounts payable
|
73,657,842 | 69,779,706 | ||||||
|
Payables to related parties
|
20,124,665 | 22,684,161 | ||||||
|
Accrued expenses and other current liabilities
|
38,233,627 | 36,528,777 | ||||||
|
Financial liabilities measured at fair value—current
|
268,827 | 1,087,827 | ||||||
|
Other payables to related parties
|
98,601 | 66,617 | ||||||
|
Equipment and construction in progress payable
|
19,881,973 | 23,788,714 | ||||||
|
Current installments of long-term borrowings
|
29,824,179 | 38,537,926 | ||||||
|
Current installments of bonds payable
|
6,105,621 | 8,306,408 | ||||||
|
Total current liabilities
|
189,378,583 | 202,725,363 | ||||||
|
Long-term liabilities:
|
||||||||
|
Financial liabilities measured at fair value—noncurrent
|
230,699 | 10,450 | ||||||
|
Bonds payable, excluding current installments
|
3,561,149 | 9,655,160 | ||||||
|
Convertible bonds payable
|
23,951,212 | - | ||||||
|
Long-term borrowings, excluding current installments
|
117,123,895 | 123,424,152 | ||||||
|
Hedging derivative financial liabilities—noncurrent
|
287,706 | 505,372 | ||||||
|
Long-term payables and capital lease liabilities—excluding
|
||||||||
|
current installments
|
1,766,626 | 1,611,653 | ||||||
|
Unearned revenue
|
10,365,760 | 9,622,370 | ||||||
|
Total long-term liabilities
|
157,287,047 | 144,829,157 | ||||||
|
Other liabilities
|
325,582 | 139,246 | ||||||
|
Total liabilities
|
346,991,212 | 347,693,766 | ||||||
|
Stockholders’ equity:
|
||||||||
|
Capital stock:
|
||||||||
|
Common stock, NT$10 par value
|
88,270,455 | 88,270,455 | ||||||
|
Capital surplus
|
115,947,805 | 114,972,148 | ||||||
|
Retained earnings:
|
||||||||
|
Legal reserve
|
15,206,106 | 15,206,106 | ||||||
|
Unappropriated retained earnings
|
47,116,043 | 40,863,051 | ||||||
| 62,322,149 | 56,069,157 | |||||||
|
Others:
|
||||||||
|
Cumulative translation adjustments
|
1,053,896 | 1,685,733 | ||||||
|
Unrealized gains on financial instruments
|
566,628 | 1,089,644 | ||||||
| 1,620,524 | 2,775,377 | |||||||
| 268,160,933 | 262,087,137 | |||||||
|
Minority interests
|
14,163,624 | 12,831,855 | ||||||
|
Total stockholders’ equity
|
282,324,557 | 274,918,992 | ||||||
|
Commitments and contingent liabilities
|
||||||||
|
Total Liabilities and Stockholders’ Equity
|
629,315,769 | 622,612,758 | ||||||
- 18 -
English Translation of Consolidated Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP. AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended December 31, 2010 and 2009
(Expressed in thousands of New Taiwan dollars, except for per share data)
|
2010
|
2009
|
|||||||
|
NT$
|
NT$
|
|||||||
|
Net sales
|
467,157,964 | 359,331,345 | ||||||
|
Cost of goods sold
|
430,859,371 | 352,290,469 | ||||||
|
Gross profit
|
36,298,593 | 7,040,876 | ||||||
|
Operating expenses:
|
||||||||
|
Selling
|
8,641,453 | 8,000,028 | ||||||
|
General and administrative
|
10,736,924 | 8,094,414 | ||||||
|
Research and development
|
6,423,552 | 6,185,485 | ||||||
| 25,801,929 | 22,279,927 | |||||||
|
Operating income (loss)
|
10,496,664 | (15,239,051 | ) | |||||
|
Non-operating income and gains:
|
||||||||
|
Interest income
|
286,798 | 265,975 | ||||||
|
Investment gains recognized by equity method, net
|
681,331 | 139,635 | ||||||
|
Foreign currency exchange gains, net
|
- | 236,909 | ||||||
|
Gains on valuation of financial instruments, net
|
3,986,083 | 813,152 | ||||||
|
Gains on sale of investment securities, net
|
1,527,229 | 384,186 | ||||||
|
Other income
|
2,302,755 | 1,569,449 | ||||||
| 8,784,196 | 3,409,306 | |||||||
|
Non-operating expenses and losses:
|
||||||||
|
Interest expenses
|
4,233,127 | 3,446,588 | ||||||
|
Foreign currency exchange losses, net
|
3,581,120 | - | ||||||
|
Depreciation of idle assets
|
859,193 | 1,102,132 | ||||||
|
Asset impairment losses
|
- | 1,192,807 | ||||||
|
Provisions for potential litigation losses and others
|
2,011,439 | 9,696,129 | ||||||
| 10,684,879 | 15,437,656 | |||||||
|
Earnings (loss) before income taxes
|
8,595,981 | (27,267,401 | ) | |||||
|
Income tax expense (benefit)
|
1,187,894 | (22,587 | ) | |||||
|
Net income (loss)
|
7,408,087 | (27,244,814 | ) | |||||
|
Attributable to:
|
||||||||
|
Equity holders of the parent company
|
6,692,657 | (26,769,335 | ) | |||||
|
Minority interest
|
715,430 | (475,479 | ) | |||||
|
Net income (loss)
|
7,408,087 | (27,244,814 | ) | |||||
|
Earnings (loss) per share:
|
||||||||
|
Basic (L) EPS—net income (loss)
|
0.76 | (3.04 | ) | |||||
|
Diluted (L) EPS—net income (loss)
|
0.70 | (3.04 | ) | |||||
- 19 -
English Translation of Consolidated Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended December 31, 2009
(Expressed in thousands of New Taiwan dollars)
|
Retained earnings
|
Others | |||||||||||||||||||||||||||||||||||
|
Unrealized
|
||||||||||||||||||||||||||||||||||||
|
Unappropriated
|
Cumulative | Minimum |
gains (losses)
|
|||||||||||||||||||||||||||||||||
| Capital |
Capital
|
Legal
|
retained
|
translation
|
pension
|
on financial
|
Minority
|
|||||||||||||||||||||||||||||
|
stock
|
surplus
|
reserve
|
earnings
|
adjustments
|
liability
|
instruments
|
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 | ) | - | - | - | - | - | |||||||||||||||||||||||||||
|
Capitalization of employee stock bonus
|
661,543 | 1,348,225 | - | - | - | - | - | - | 2,009,768 | |||||||||||||||||||||||||||
|
Unrealized gains on available-for-sale financial assets, net
|
- | - | - | - | - | - | 1,637,350 | 135 | 1,637,485 | |||||||||||||||||||||||||||
|
Unrealized losses on cash flow hedges, net
|
- | - | - | - | - | - | 194,145 | 123 | 194,268 | |||||||||||||||||||||||||||
|
Foreign currency translation adjustments
|
- | - | - | - | (645,125 | ) | - | - | 658,348 | 13,223 | ||||||||||||||||||||||||||
|
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 | (2,383,727 | ) | (4,270,900 | ) | |||||||||||||||||||||||
|
Net loss
|
- | - | - | (26,769,335 | ) | - | - | - | (475,479 | ) | (27,244,814 | ) | ||||||||||||||||||||||||
|
Reversal of minimum pension liability
|
- | - | - | - | - | 40,252 | - | - | 40,252 | |||||||||||||||||||||||||||
|
Adjustments for changes in minority interests
|
- | - | - | - | - | - | - | 5,832,690 | 5,832,690 | |||||||||||||||||||||||||||
|
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 | |||||||||||||||||||||||||||
Note: Remuneration to directors of NT$57,422 thousand and employee bonuses of NT$2,871,097 thousand were deducted from the consolidated statement of operations of 2008.
- 20 -
English Translation of Consolidated Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (continued)
Years ended December 31, 2010
(Expressed in thousands of New Taiwan dollars)
|
Retained earnings
|
Others | |||||||||||||||||||||||||||||||||||
|
Unrealized
|
||||||||||||||||||||||||||||||||||||
|
Unappropriated
|
Cumulative
|
Minimum |
gains (losses)
|
|||||||||||||||||||||||||||||||||
| Capital |
Capital
|
Legal
|
retained
|
translation
|
Pension |
on financial
|
Minority
|
|||||||||||||||||||||||||||||
|
stock
|
surplus
|
reserve
|
earnings
|
adjustments
|
liability |
instruments
|
interests
|
Total
|
||||||||||||||||||||||||||||
|
Balance at January 1, 2010
|
88,270,455 | 114,972,148 | 15,206,106 | 40,863,051 | 1,685,733 | - | 1,089,644 | 12,831,855 | 274,918,992 | |||||||||||||||||||||||||||
|
Embedded conversion options derived from convertible bonds
|
- | 101,787 | - | - | - | - | - | - | 101,787 | |||||||||||||||||||||||||||
|
Unrealized gains on available-for-sales financial assets, net
|
- | - | - | - | - | - | (747,324 | ) | 592 | (746,732 | ) | |||||||||||||||||||||||||
|
Unrealized gains (losses) on cash flow hedges, net
|
- | - | - | - | - | - | 181,415 | 34 | 181,449 | |||||||||||||||||||||||||||
|
Foreign currency translation adjustments
|
- | - | - | - | (631,837 | ) | - | - | 12,458 | (619,379 | ) | |||||||||||||||||||||||||
|
Adjustments to capital surplus, retained earnings and unrealized gains (losses) on financial instruments for changes in investees’ equity
|
- | 873,870 | - | (439,665 | ) | - | - | 42,893 | 701,735 | 1,178,833 | ||||||||||||||||||||||||||
|
Net income
|
- | - | - | 6,692,657 | - | - | - | 715,430 | 7,408,087 | |||||||||||||||||||||||||||
|
Adjustments for changes in minority interests
|
- | - | - | - | - | - | - | (98,480 | ) | (98,480 | ) | |||||||||||||||||||||||||
|
Balance at December 31, 2010
|
88,270,455 | 115,947,805 | 15,206,106 | 47,116,043 | 1,053,896 | - | 566,628 | 14,163,624 | 282,324,557 | |||||||||||||||||||||||||||
- 21 -
English Translation of Consolidated Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2010 and 2009
(Expressed in thousands of New Taiwan dollars)
|
2010
|
2009
|
|||||||
|
NT$
|
NT$
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income (loss)
|
7,408,087 | (27,244,814 | ) | |||||
|
Adjustments to reconcile net income (loss) to net cash provided by
|
||||||||
|
operating activities:
|
||||||||
|
Depreciation
|
87,748,809 | 87,512,945 | ||||||
|
Amortization of intangible assets and deferred charges
|
1,386,893 | 2,594,666 | ||||||
|
Unrealized foreign currency exchange gains, net
|
(940,903 | ) | (2,192,835 | ) | ||||
|
Asset impairment losses
|
- | 1,192,807 | ||||||
|
Losses (gains) on valuation of financial instruments, net
|
(781,930 | ) | 1,336,469 | |||||
|
Investment gains recognized by equity method, net
|
(681,331 | ) | (139,635 | ) | ||||
|
Proceeds from cash dividends
|
437,801 | 142,096 | ||||||
|
Gain on disposal of investment securities
|
(1,527,229 | ) | (384,186 | ) | ||||
|
Amortization of financial liabilities
|
- | (3,813 | ) | |||||
|
Amortization of discounts for bonds payable and others
|
154,485 | 28,778 | ||||||
|
Amortization of bonds issuance expenses
|
1,535 | 1,809 | ||||||
|
Gain from disposal and write-off of property, plant and equipment, and others
|
(93,084 | ) | (9,347 | ) | ||||
|
Loss from disposal and write-off of idle assets
|
14,387 | 5,821 | ||||||
|
Change in operating assets and liabilities:
|
||||||||
|
Decrease (increase) in accounts receivable
|
6,936,041 | (34,883,079 | ) | |||||
|
Decrease (increase) in notes receivable
|
3,250 | (3,512 | ) | |||||
|
Increase in related parties receivables
|
(4,877,688 | ) | (3,645,802 | ) | ||||
|
Increase in inventory, net
|
(6,197,038 | ) | (12,708,862 | ) | ||||
|
Increase in deferred tax assets, net
|
(535,267 | ) | (716,548 | ) | ||||
|
Decrease (increase) in prepayments and other current assets
|
(2,017,877 | ) | 4,535,738 | |||||
|
Increase in notes payable
|
1,008,135 | 3,215,530 | ||||||
|
Increase (decrease) in notes payable-related parties
|
(9,401 | ) | 16,158 | |||||
|
Increase in accounts payable
|
4,113,881 | 18,737,998 | ||||||
|
Increase (decrease) in related parties payables
|
(2,380,135 | ) | 10,485,390 | |||||
|
Increase in accrued expenses and other current liabilities
|
958,950 | 10,297,563 | ||||||
|
Increase (decrease) in unearned revenue
|
671,170 | (1,032,123 | ) | |||||
|
Increase in prepaid pension assets
|
(65,954 | ) | (98,193 | ) | ||||
|
Net cash provided by operating activities
|
90,735,587 | 57,041,019 | ||||||
|
Cash flows from investing activities:
|
||||||||
|
Acquisition of property, plant and equipment
|
(84,620,951 | ) | (61,046,891 | ) | ||||
|
Proceeds from disposals of property, plant and equipment
|
4,816 | 115,189 | ||||||
|
Proceeds from disposal of idle assets
|
69,142 | 120,373 | ||||||
|
Purchase of financial assets measured at fair value
|
- | (49,000 | ) | |||||
|
Purchase of bonds investments with no active market
|
- | (451,002 | ) | |||||
|
Proceeds from disposal of available-for-sale financial assets and financial
|
||||||||
|
assets carried at cost
|
716,751 | 854,849 | ||||||
|
Purchase of long-term investments
|
(1,258,811 | ) | (5,763,950 | ) | ||||
|
Purchase of financial assets carried at cost
|
(658,959 | ) | (40,345 | ) | ||||
|
Proceeds from disposal of long-term investments
|
1,360,447 | 293,784 | ||||||
|
Proceeds from disposal of financial assets carried at cost
|
424 | 5,419 | ||||||
|
Proceeds capital decrease from long-term investment
|
18,677 | - | ||||||
|
Decrease (increase) in restricted cash in bank
|
429,733 | (425,799 | ) | |||||
|
Increase in intangible assets
|
(452,778 | ) | (268,131 | ) | ||||
|
Increase in deferred charges
|
(961,694 | ) | (852,897 | ) | ||||
|
Decrease in refundable deposits
|
18,346 | 52,404 | ||||||
|
Net cash used in investing activities
|
(85,334,857 | ) | (67,455,997 | ) | ||||
- 22 -
English Translation of Consolidated Financial Statements Originally Issued in Chinese
AU OPTRONICS CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
Years ended December 31, 2010 and 2009
(Expressed in thousands of New Taiwan dollars)
|
2010
|
2009
|
|||||||
|
NT$
|
NT$
|
|||||||
|
Cash flows from financing activities:
|
||||||||
|
Decrease in short-term borrowings
|
(4,938,767 | ) | (4,901,690 | ) | ||||
|
Increase (decrease) in guarantee deposits
|
164,757 | (5,758 | ) | |||||
|
Repayment of long-term borrowings
|
(52,295,860 | ) | (36,102,859 | ) | ||||
|
Repayment of bonds payable
|
(8,315,051 | ) | (13,188,953 | ) | ||||
|
Proceeds from long-term borrowings
|
37,906,538 | 66,844,430 | ||||||
|
Proceeds from convertible bonds payable
|
24,703,380 | - | ||||||
|
Cash dividends
|
- | (2,551,716 | ) | |||||
|
Proceeds from issuance of subsidiary shares to minority interests
|
4,338,348 | 2,445,262 | ||||||
|
Cash dividends to minority interests and others
|
(685,129 | ) | (613,376 | ) | ||||
|
Net cash provided by financing activities
|
878,216 | 11,925,340 | ||||||
|
Effect of exchange rate change on cash
|
(340,284 | ) | (341,084 | ) | ||||
|
Cash increase (decrease) resulting from change in consolidated entity
|
(1,883,482 | ) | 839,336 | |||||
|
Net increase in cash and cash equivalents
|
4,055,180 | 2,008,614 | ||||||
|
Cash and cash equivalents at beginning of year
|
85,443,311 | 83,434,697 | ||||||
|
Cash and cash equivalents at end of year
|
89,498,491 | 85,443,311 | ||||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash paid for interest expense (excluding interest capitalized)
|
4,260,269 | 3,459,032 | ||||||
|
Cash paid for income taxes
|
803,775 | 2,127,321 | ||||||
|
Supplementary disclosure of non-cash investing and financing activities:
|
||||||||
|
Current installments of long-term liabilities
|
35,929,800 | 46,844,334 | ||||||
|
Conversion of convertible bonds into equity method investments
|
- | 618,065 | ||||||
|
Reclassification of equity method investments from equity investments held-for-sale
|
707,175 | - | ||||||
|
Additions to property, plant and equipment:
|
||||||||
|
Increase in property, plant and equipment
|
79,143,746 | 62,430,334 | ||||||
|
Decrease (increase) in equipment and construction-in-progress payables
|
5,477,205 | (1,383,443 | ) | |||||
| 84,620,951 | 61,046,891 | |||||||
|
Impact of change in consolidated entities:
|
||||||||
|
Cash
|
(1,883,482 | ) | 839,336 | |||||
|
Non-cash assets
|
(3,914,044 | ) | 34,416,206 | |||||
|
Liabilities
|
(1,599,359 | ) | (30,541,846 | ) | ||||
|
Minority interests
|
3,982,504 | (482,658 | ) | |||||
| (3,414,381 | ) | 4,231,038 | ||||||
- 23 -
Attachment 5:
2010 Earnings Distribution Statement
|
Amount in NT$
|
|
|
Items
|
Amount
|
|
Net income of 2010
|
6,692,656,753
|
|
Less:
|
|
|
10% provisioned as legal reserve
|
669,265,675
|
|
2010 earnings available for distribution
|
6,023,391,078
|
|
Plus:
|
|
|
Un-appropriated retained earnings from previous years
|
40,863,051,041
|
|
Less:
|
|
|
Disproportionate participation on investees’ capital injection in cash
|
439,664,441
|
|
Un-appropriated retained earnings up to Dec. 31, 2010
|
46,446,777,678
|
|
Earnings distribution items:
|
|
|
Cash dividends to common shareholders (NT$0.4 per common share,
i.e., NT$400 for every 1,000 common shares)
|
3,530,818,214
|
|
Un-appropriated retained earnings after earnings distribution
|
42,915,959,464
|
|
Notes:
|
|
|
The following items had been expensed and deducted from the Net income of 2010：
|
|
|
Cash bonus to employees：NT$891,461,869
|
|
|
Cash remunerations to directors：NT$30,116,955
|
|
- 24 -
Attachment 6:
Comparison Table for the Articles of Incorporation
Before and After the Amendments
|
Before Amendment
|
After Amendment
|
Reason for
Amendment
|
| Article 5
The total capital of the Company is One Hundred Billion New Taiwan Dollars (NT$100,000,000,000), divided into Ten Billion (10,000,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) each and in registered form. The Board of Directors is authorized to issue the un-issued shares in installments. A total of 100,000,000 shares among the above total capital should be reserved for issuance of employee stock options, which may be issued in installments.
|
Article 5
The total capital of the Company is One Hundred and Ten Billion New Taiwan Dollars (NT$110,000,000,000), divided into Eleven Billion (11,000,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) each and in registered form. The Board of Directors is authorized to issue the un-issued shares in installments. A total of 100,000,000 shares among the above total capital should be reserved for issuance of employee stock options, which may be issued in installments.
|
To increase the authorized capitalization to meet the operation need
|
|
Article 10
The Company shall have nine to eleven directors. Directors shall be elected from a slate of director candidates, which are nominated under the Candidate Nomination System, at shareholders’ meetings. With in the entire Board, the Company shall have three to six independent directors on the Board. The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations. The term of office for all directors shall be three (3) years. The directors are eligible for re-election. The number of the directors shall be decided by the Board of Directors.
The Board is authorized to determine the compensation for the directors, taking into account the extent and value of the services provided for the Company’s operation and with reference to the standards of local and overseas industry.
|
Article 10
The Company shall have nine to eleven directors. Directors shall be elected from a slate of director candidates, which are nominated under the Candidate Nomination System, at shareholders’ meetings. With in the entire Board, the Company shall have three to six independent directors on the Board. The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations. The term of office for all directors shall be three (3) years. The directors are eligible for re-election. The number of the directors shall be decided by the Board of Directors.
The Board is authorized to determine the compensation for the directors, taking into account the extent and value of the services provided for the Company’s operation and with reference to the standards of local and overseas industry.
The Company may take out liability insurance for the directors with respect to the liabilities resulting from exercising their duties during their terms of office.
|
To meet the operation need
|
|
Article 12
Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy in accordance with Article 205 of the Company Law. Each director may act as a proxy for one other director only.
|
Article 12
Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy in accordance with Article 205 of the Company Law. Each director may act as a proxy for one other director only.
The meeting of the Board of Directors shall be convened in accordance with the Company Law. In calling a meeting of the Board of Directors, a notice may be given to each directors by means of electronic mail or facsimile.
|
To accommodate the provision of laws and regulations and to meet the operation need
|
|
Article 13
The Company shall have a president and several vice presidents. Appointment, dismissal, and remuneration of the president and vice presidents shall be subject to the provisions of the Company Law.
|
Article 13
The Company shall have a president and several vice presidents one or more managerial personnel. Appointment, dismissal, and remuneration of the president and vice presidents shall be subject to the provisions of the Company Law.
|
To meet the operation need |
- 25 -
|
Article 15
Where the Company has a profit at the end of each fiscal year, the Company shall first allocate the profit to recover losses for preceding years. Ten percent of any remaining net earnings shall be allocated as the Company’s legal reserve and a certain amount shall be allocated as special reserve in accordance with applicable laws and regulations or as requested by the competent authority. The balance shall be distributed as follows:
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.
The Company’s dividend policy will be to pay dividends from surplus. Upon consideration of factors such as the Company’s current and future investment environment, cash requirements, competitive conditions inside and outside of the R.O.C. and capital budget requirements, the shareholders’ interest, maintenance of a balanced dividend and the Company’s long term financial plan, the Board shall propose the profit allocation each year subject to relevant laws, then submit such proposal to the shareholders’ meeting for approval. No less than 10% of the total dividend to be paid with respect to any fiscal year shall be paid in the form of cash.
|
Article 15
Where the Company has a profit at the end of each fiscal year, the Company shall first allocate the profit to recover losses for preceding years. Ten percent of any remaining net earnings shall be allocated as the Company’s legal reserve and a certain amount shall be allocated or reversed as special reserve in accordance with applicable laws and regulations or as requested by the competent authority. The balance shall be distributed as follows:
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.
The Company’s dividend policy will be to pay dividends from surplus. Upon consideration of factors such as the Company’s current and future investment environment, cash requirements, competitive conditions inside and outside of the R.O.C. and capital budget requirements, the shareholders’ interest, maintenance of a balanced dividend and the Company’s long term financial plan, the Board shall propose the profit allocation each year subject to relevant laws, then submit such proposal to the shareholders’ meeting for approval. No less than 10% of the total dividend to be paid with respect to any fiscal year shall be paid in the form of cash.
|
To meet the operation need
|
|
Article 17
These Articles of Incorporation were enacted by the promoters in the promoters meeting held on July 18, 1996 and were effectively approved by the competent authority.
The first amendment was made on September 18, 1996.
The second amendment was made on September 15, 1997.
The third amendment was made on April 23, 1998.
The fourth amendment was made on April 23, 1999.
The fifth amendment was made on March 9, 2000.
The sixth amendment was made on May 10, 2001.
The seventh amendment was made on May 10, 2001.
The eighth amendment was made on October 17, 2001.
The ninth amendment was made on May 21, 2002.
The tenth amendment was made on May 29, 2003.
The eleventh amendment was made on April 29, 2004.
The twelfth amendment was made on June 14, 2005.
The thirteenth amendment was made on June 15, 2006.
The fourteenth amendment was made on June 13, 2007.
The fifteenth amendment was made on June 19, 2009.
|
Article 17
These Articles of Incorporation were enacted by the promoters in the promoters meeting held on July 18, 1996 and were effectively approved by the competent authority.
The first amendment was made on September 18, 1996.
The second amendment was made on September 15, 1997.
The third amendment was made on April 23, 1998.
The fourth amendment was made on April 23, 1999.
The fifth amendment was made on March 9, 2000.
The sixth amendment was made on May 10, 2001.
The seventh amendment was made on May 10, 2001.
The eighth amendment was made on October 17, 2001.
The ninth amendment was made on May 21, 2002.
The tenth amendment was made on May 29, 2003.
The eleventh amendment was made on April 29, 2004.
The twelfth amendment was made on June 14, 2005.
The thirteenth amendment was made on June 15, 2006.
The fourteenth amendment was made on June 13, 2007.
The fifteenth amendment was made on June 19, 2009.
The fifteenth amendment was made on June 10, 2011.
|
To add amendment date
|
- 26 -