Stock code:5263

Brogent Technologies Inc.
2021 Annual Shareholders’ Meeting Minutes
Time: 9:00AM, Tuesday, August 31, 2021
Venue: No. 9, Fuxing 4th Road, Qianzhen District, Kaohsiung City
(Assembly Hall, Building A, Brogent Technologies)
Total Outstanding Brogent shares: 56,831,797 shares
Total shares represented by shareholders present in person or by proxy: 34,295,035 shares(among them14,490,574 shares voted via electronic transmission.), percentage of shares heldby shareholders present in person or by proxy: 60.34%.
Chairman: Chih-Hung Ouyang , the Chairman of the Board of Directors
Presenters: Chih-Hung Ouyang (C.E.O.), Chin-Huo Huang (Director),
Lewis Lee (Independent Director), Jih-Ching Chiu (Independent Director),
Chiu-Yen Wu ( CPA of Deloitte & Touche. Taiwan),
Kalvin Huang (Lawyer of Formosan Brothers),
Hui-Chuang Lin (C.F.O.)
Minutes Recorder: Shu-Ching Lin
The aggregate shareholding of the shareholders present in person or by proxy constituted aquorum. The Chairman called the meeting to order.

A. Chairman's Address (omitted)
B.Reports
I: The 2020 Business Report is hereby submitted for review.
Explanation: Please refer to Attachment 1 for the Business Report.
II: The 2020 Audit Committee Audit Report is hereby submitted for review.
Explanation: Please refer to Attachment 2 for the Audit Committee Audit Report.
III: The status of issuing corporate bonds is hereby submitted for review.
Explanation: The status of issuing corporate bonds is as follows:1Third domestic unsecured
convertible bonds

Forth domestic unsecured
convertible bonds

Issue date2020.10.12

2020.10.15

Par value

NTD$100,000

NTD$100,000

Issue price

Issued by 101.64% of par value

Issued by par value

Total value

NTD$700,000,000

NTD$500,000,000

Interest rate

0%0%

Expiration date

5 yearExpiration date：Oct. 12, 2025

4 yearExpiration date：Oct. 15, 2024

None

None

Type

Assurance
institution

Repayment

Outstanding
principal

Except for the repayment by the Except for the repayment by thecompany, sell of the bondcompany, sell of the bondholders or person who convert, holders or person who convert,
when it comes to expiration, the when it comes to expiration, thecompany will repay per parcompany will repay per parvalue along with interest by cash. value along with interest by cash.
NTD$630,600,000 元NTD$454,900,000

Till March 30, 2021
book closing dateAmount of execution on conversion Amount of execution on conversion
amount of thebonds: NT$69,400,000; totalbonds: NT$45,100,000; total
corporate bonds(converted) common shares: 660,927 (converted) common shares: 423,460
convertible intosharesThe possible
dilution conditions
and influence onshareholders' equity
No great influences yet
caused by theissuance andconversion and theterms of issuanceNo great influences yet

2

C.Ratifications
Item 1: The 2020 Business Report and Financial Report are hereby submitted for
ratification. (Proposed by the Board of Directors)
Explanation: 1.The Company's 2020 Financial Report has been audited by CPAs
Chiu-Yen Wu and Li-Yuan Kuo of Deloitte & Touche. The Financial Reportand Business Report have been forwarded to the Audit Committee forreview, and the written Audit Report is submitted for approval.
2.The Company's 2020 Business Report (please refer to Attachment 1 of
the Manual) and Financial Report (please refer to Attachment 3 of theManual).
3.The reports are hereby submitted for ratification.
Resolution: The balloting outcome including votes exercised through electronic voting:
31,918,033 pro votes, accounting for 96.72% of the aggregate total votes;
3,891 disapproval votes, 0 invalid vote, abstention/ Non-voting votes:
1,076,697 votes. The present issue is duly resolved exactly as proposed.
Item 2: The 2020 Deficit Compensation Statement is hereby submitted for ratification.
(Proposed by the Board of Directors)
Explanation: 1. The Company's 2020 Deficit Compensation Statement is as follows:
BROGENT TECHNOLOGIES INC.
Deficit Compensation Statement
2020

UNIT：NT$
AmountItem

Subtotal

Accumulated earnings at beginning of 2020

Total
2,720,302

ADD(LESS)：
Remeasurement of defined benefit plan

(720,607)

Retained earnings adjusted for investments
accounted for using equity method(1,787,284)

Net loss of 2020

(49,184,019)

accumulated deficit(51,691,910)

Deficit un-compensated at end of 2020

(48,971,608)

Chairman:
General Manager:
Accounting Manager:
2. The reports are hereby submitted for ratification.
Resolution: The balloting outcome including votes exercised through electronic voting:
31,926,529 pro votes, accounting for 96.75% of the aggregate total votes;
2,396 disapproval votes, 0 invalid vote, abstention/ Non-voting votes:
1,069,696 votes. The present issue is duly resolved exactly as proposed.
3

D. Extempore motions
There being no other business and special motion, upon a motion duly made and seconded,
the meeting was adjourned.

E. Meeting adjourned
Meeting adjourned at 9:14 AM Tuesday, August 31, 2021.

4

(Attachment 1)

Brogent Technologies Inc.
Business Report

1) Operating policies
In 2021, Brogent Group will step forward toward the following directions: 1.
Diverse and flexible product lines: to increase the sales of small and medium sized
equipment by the worldwide reputation for i-Ride quality. 2. Design and planning: thedemand of turnkey solution service is soaring. With the integration advantages, Brogent
will continue expanding the business scope. 3. Implement of new technologies, suchas artificial intelligence, Internet of Things, 5G high-speed networks, Augmented
Reality/Virtual Reality, real-time interaction, LED Dome Screen to integrate
online and offline activities, and further upgrade theme park experience.

2) Business Plan Implementation Results:
The Company's net operating revenue in 2020 amounted to NT$1,062.899 million,a decrease of approximately 48.91% from the net operating revenue of NT$2,080.441
million in 2019. The Company's net loss in the current period amounted to NT$51.758
million, a decrease of 113.49% from the net income of NT$383.810 million in 2019.

3) Operating Income and Budget Execution(1) Operating Income
The categories of consolidated operating revenue in 2020 included project revenue,
service revenue, ticket revenue and other operations, and the total amount was
NT$1,062.899 million. Affected by COVID-19, the progress of projects and new orders
was relatively delayed; as a result, the income recognition was postponed.
(2) Operating Expenses
Total consolidated operating expenses in 2020 amounted to NT$524.940 million, adecrease of NT$39.930 million from the NT$564.870 million of 2019. Through the
integration of the group resources, the consolidated operating expenses of the overall
group were reduced in 2020 compared to 2019.

4) Profitability Analysis
The Company's operating expense ratio decreased 7.07% and net profits decreased
113.49% compared with 2019, mainly affected by COVID-19. The Company will
maximize shareholder’s value through product diversification, revenue diversification,
high-end technology, and high competitiveness in 2021.

5) Research and Development
With the Company’s R&D and system integration capabilities, we continue toprovide customers with the best services. The R&D expenses decreased NT$5.090
million compared with 2019. The R&D expenditures were mainly to refine our
mid-sized and small-sized products, by optimizing product design to reduce thecapital expenditures. Through securing our patents various countries, we are able to5enhance the technology entry barrier for competitors and reinforce the competitivenessof the company. Furthermore, the implementation of advanced technology andinnovative application help us retain the worldwide leading position of Brogent.

Chairman:

General Manager:

Accounting Manager:

6

(Attachment 2)

Brogent Technologies Inc.
Audit Committee Audit Report
The Business Report, Financial statements and Deficit Compensation Statementof 2020 prepared by the Board of Directors have been audited and certified
by Chiu-Yen Wu and Li-Yuan Kuo of Deloitte & Touche. After reviewing such
documents, this Audit Committee found no nonconformity, in accordance with
Article 14-4 of the Securities and Exchange Act and Article 219 of the Company
Act.
To

2021 Annual Shareholders Meeting of Brogent Technologies Inc.

Audit Committee Convener:

March 10, 2021

7

(Attachment 3)
INDEPENDENT AUDITORS’ REPORTThe Board of Directors and Shareholders
Brogent Technologies Inc.
OpinionWe have audited the accompanying consolidated financial statements of Brogent Technologies Inc. (the“Corporation”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidatedbalance sheet as of December 31, 2020, the consolidated statements of comprehensive income, changes inequity and cash flows for the year then ended, and the notes to the consolidated financial statements, including asummary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements referred to above present fairly, in allmaterial respects, the consolidated financial position of the Group as of December 31, 2020, and its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance with theRegulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial
Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC
Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republicof China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial
Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China.
Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of
the Consolidated Financial Statements section of our report. We are independent of the Group in accordancewith The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we havefulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2020 isstated as follows:
The recognition of construction contract revenue
Construction contract revenue, the main operating revenue of the Group, is recognized over time. The Group
recognizes revenue upon satisfaction of a performance obligation based on the input method. Due to the manual
calculation and management’s judgment, which involves critical accounting estimates, accuracy of the9recognition of construction contract revenue is deemed to be a key audit matter.
Refer to Notes 4, 5 and 23 for accounting policy on construction contract, accounting estimates and assumptions,and details of construction revenue.
We performed the following audit procedures on the above key audit matter:
1. We understood and tested the design and operating effectiveness of the internal control relevant to theaccuracy of recognition of the construction contract revenue, including the measurement of the percentage
of completion.
2. We verified and recalculated, on a sampling basis, the accuracy of the percentage of completion, including
the related supporting documents.
3. We recalculated the sampled construction contract revenue measured by the percentage of completion, andchecked whether it was recognized correctly.
Other Matter
The consolidated financial statements of the Group and the parent company only financial statements of the
Corporation as of and for the year ended December 31, 2019 were audited by other auditors, who expressed anunmodified opinion with other matter paragraph on those statements on March 9, 2020.
We have also audited the parent company only financial statements of the Corporation as of and for the year
ended December 31, 2020 on which we have issued an unmodified opinion with other matter paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the
IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the
Republic of China, and for such internal control as management determines is necessary to enable thepreparation of consolidated financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s
financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the auditing standards generally accepted in the Republic of China will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.

10

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditors’ report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions andevents in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision, and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the consolidated financial statements for the year ended December 31, 2020
and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

11

The engagement partners on the audit resulting in this independent auditors’ report are Chiu-Yen Wu and
Li-Yuan Kuo.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 10, 2021

Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial
position, financial performance and cash flows in accordance with accounting principles and practices
generally accepted in the Republic of China and not those of any other jurisdictions. The standards, proceduresand practices to audit such consolidated financial statements are those generally applied in the Republic ofChina.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial
statements have been translated into English from the original Chinese version prepared and used in the
Republic of China. If there is any conflict between the English version and the original Chinese version or any
difference in the interpretation of the two versions, the Chinese-language independent auditors’ report andconsolidated financial statements shall prevail.
12

13

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2020
Amount%2019
Amount%$ 1,062,899

100$ 2,080,441

100

OPERATING COSTS (Notes 10 and 24)

560,48353

1,094,762

53

GROSS PROFIT

502,41647

985,67947

OPERATING EXPENSES (Note 24)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (Notes 9 and 23)

55,382
240,125
167,313
62,120522
16
682,691
289,170
172,403
20,6064
14
8
1

Total operating expenses

524,940

49

564,87027

OPERATING INCOME (LOSS)(22,524)(2)

420,809

20

NON-OPERATING INCOME AND EXPENSES(Note 24)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates accounted forusing the equity method (Note 12)

8,493
38,687(38,434)(29,202)

1
4
(4)
(3)

10,331
43,17826,845(23,727)

2
1
(1)

1,142

-

(5,535)-(19,314)(2)

51,092

2(41,838)(4)

471,901

22

INCOME TAX EXPENSE (Note 25)

9,920

1

88,091

4

NET PROFIT (LOSS) FOR THE YEAR

(51,758)(5)

383,810

18

(484)

-

(501)

-

(237)

-

100

-

(10,173)(1)

NET OPERATING REVENUE (Notes 4, 5, 23 and 30)

Total non-operating income and expenses
PROFIT (LOSS) BEFORE INCOME TAXOTHER COMPREHENSIVE INCOME (Note 22)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 20)
Income tax relating to items that will not bereclassified subsequently to profit or loss (Note25)
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of thefinancial statements of foreign operations

14(21,883)(1)(Continued)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2020
AmountShare of the other comprehensive income (loss) of
associates accounted for using the equity
method

$

(840)

-

(11,734)(1)$(63,492)(6)

NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests$(49,184)(2,574)$TOTAL COMPREHENSIVE INCOME (LOSS)ATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests

EARNINGS (LOSS) PER SHARE (Note 26)
Basic
Diluted-(22,242)(1)$

361,568

17

(5)
-

$

366,525
17,28517
1(51,758)(5)$

383,810

18$(61,512)(1,980)(6)-$

344,255
17,31316
1$(63,492)(6)$

361,56817$$(0.88)(0.88)

The accompanying notes are an integral part of the consolidated financial statements.

15

$

%

42

Other comprehensive income (loss) for the year,
net of income tax
TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

2019
Amount

%

$
$

6.57
6.57

(Concluded)

16

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)

2020
CASH FLOWS FROM OPERATING ACTIVITIESIncome (loss) before income tax
Adjustments for:
Income and expenses
Depreciation expense
Amortization expense
Expected credit loss
Net (gain) loss on fair value changes of financial assets andliabilities at fair value through profit or loss
Finance cost
Interest income
Compensation cost of employee share options
Share of (profit) loss of associates accounted for using the equity
methodGain on disposal of property, plant and equipment
Loss on inventories
OthersChanges in operating assets and liabilities
Financial assets mandatorily classified as at fair value throughprofit or loss
Notes receivable
Accounts receivable
Contract assets
Inventories
Prepayments
Other current assets
Notes payable
Accounts payable
Contract liabilities
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities
Cash generated from operations
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
incomePurchase of financial assets at amortized cost
Proceeds from sale of financial assets at amortized cost
Acquisition of investments accounted for using equity method
Increase in prepayments for investments$(41,838)2019$

471,901

113,739
30,841
62,120111,161
30,866
20,606

10,097
29,202(8,493)281(55,727)
23,727(10,331)335(1,142)(192)
1,456(1,505)

5,535
(554)
24,840(126,926)(21,093)
70,955(134,880)
55,556
94,511
16,256(2,430)16,911(26,029)(70,540)52(30)
71
66,950(68,156)

225,594(23)(206)(413,184)(30,742)(66,486)(5,959)2,673(23,211)
10,69824,199(1,535)74344,251(64,576)(1,206)279,675(795,765)
887,365-(138,690)(7,645)
20,138(5,539)(4,537)(Continued)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)

2020
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease (increase) in other noncurrent assets
Interest received$

Net cash generated from (used in) investing activities(48,077)
2,435
(887)
(40,291)
6,219
8,493

2019
$

(58,420)
1,249(1,006)(50,730)(39,698)
10,485

19,492(274,393)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Issuance of convertible bonds
Proceeds from long-term borrowings
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Cash dividends distributed
Acquisition of subsidiaries
Interest paid
Changes in non-controlling interest

24,8671,206,229
25,895(737,527)(34,980)(312,186)(70,506)(25,102)-

191,340
320,050(120,153)(29,378)(212,371)(16,293)(2,335)

Net cash generated from financing activities

76,690130,860

EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH AND CASH EQUIVALENTS HELD IN FOREIGNCURRENCIES(5,452)(21,674)

NET INCREASE IN CASH AND CASH EQUIVALENTS

89,524

114,468

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

774,817660,349

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR$

864,341

The accompanying notes are an integral part of the consolidated financial statements.

18$774,817(Concluded)