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ASUSTeK Computer Inc.

2009 ANNUAL REPORT

Taiwan Stock Exchange Market Observation Post System:http://newmops.twse.com.tw


ASUS annual report is available at http://taiwan.asus.com.tw/investor.aspx

Printed on March 22, 2010

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I. SPOKESPERSON & DEPUTY SPOKESPERSON
Spokesperson: David Chang
Title: Chairman Office - Chief Special Assistant
Tel.: 886(2)2894-3447 EXT: 2330
E-mail: investor@asus.com

Deputy Spokesperson: Nick Wu


Title: Management Headquarters - Finance Division - Deputy Director
Tel.: 886(2) 2894-3447 EXT: 2343
E-mail: investor@asus.com

II. HEADQUARTERS AND PLANTS


Taipei Headquarters: 15, Li-Te Road, Beitou District, Taipei City
Tel.: 886(2) 2894-3447
Address: 4F, 150, Li-Te Road, Beitou District, Taipei City

III.SECURITIES DEALING INSTITUTE


Name : Grand Cathy Securities Corporation, Registrar and Transfer Services
Address : 5F, 2, Sec. 1, Chung-Chin S. Road, Taipei City
Tel. : 886(2) 2389-2999
Website : http://www.toptrade.com.tw

IV. AUDITORS
Name : CPA: HSIN-FU YEN & JUI-LAN LO
CPA Firm : KPMG
Address : 68F, TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City
Tel. : 886(2)8101-6666
E-mail : http://www.kpmg.com.tw

V. EXCHANGEABLE BOND EXCHANGE MARKETPLACE


Marketable security: GDR
London Stock Exchange: http://www.londonstockexchange.com

VI. COMPANY WEBSITE


http://www.asus.com

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�� CONTENTS ��
Page
I. Letter to shareholders ……………………………………………………………………… 1
II. Introduction of the company ……………………………………………………………… 3
1. Establishment date ………………………...……………………………………………….. 3
2. Development history ……………………………………………………………………… 3
III. Corporate governance report ……………………………………………………………... 14
1. Organization of company ………………………………………………………………… 14
2. Directors, Supervisors, President, Vice President, Assistant V.P., and department heads.... 16
3. Corporate governance …………………………………………………………………….. 27
4. CPAs fees …………...…..………………………………………………………………….. 38
5. CPA’s information …………………………………………………………………………. 39
6. The chairman, president, and financial or accounting manager of the company who had
worked for the independent auditor or the related party in the most recent years ………… 40
7. Information on Net Change in Shareholding and Net Change in Shares Pledged by
Directors, Supervisors, Department Heads, and Shareholders of 10% shareholding or
more ……………………………………………………………………………………….. 40
8. The relation of the top ten shareholders as the definition of Finance Standard Article 6 …. 41
9. Investment from Directors, Supervisors, Managers, and directly or indirectly controlled
businesses ………………………………………………………………………………… 42
IV. Stock subscription …………………………………………………………………………. 50
1. Capital and shares …………………………………………………………………………. 50
2. Corporate bonds …………………………………………………………………………… 56
3. Preferred stock ……………………………………………………………………………. 58
4. Issuance of global depository receipts …………………………………………………….. 59
5. Employees stock option certificates ………………………………………………………. 60
6. Merger and acquisition (including merger, acquisition, and split) ……………………….. 60
7. Fund implementation plan ………………………………………………………………… 60
V. Overview of business operation………………………………..…………………………… 61
1. Principal activities ………………………………………………………………………… 61
2. Market analysis and the condition of sale and production ………………………………… 65
3. Status of employees ……………………………………………………………………….. 71
4. Expenditure on environmental protection ………………………………………………… 72
5. Employee / employer relation …………………………………………………………….. 75
6. Important agreements ……………………………………………………………………… 80

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VI. Financial information ………………………………………………………………. 81

1. Condensed balance sheet and income statement over the last five years …………………. 81
2. Financial analysis in the past five years …………………………………………………… 83

3. Supervisor’s report in the most recent years ………………………………………………. 87

4. Financial statements in the most recent years …………………………………………….. 90

5. Consolidated financial statements in the most recent years ………………………………. 90

6. Impact of financial difficulties of the Company and related party on the Company’s
financial position ………………………………………………………………………….. 90

VII. Review of financial position, management performance and risk management ………. 197
1. Financial position ………………………………………………………………………….. 197

2. Management performance …………………………………………………………………. 197

3. Analysis of cash flows ……………………………………………………………………... 199

4. Impact of major capital expenditure on finance and business …………………………….. 199

5. Policies, reasons for gain or loss and action plan in regard to investment plans in current
year and the next year…………………………………………………………………….. 199

6. Risk management …………………………………………………………………………. 200

7. Other important matters …………………………………………………………………… 203

VIII Special disclosures …………………………………………………………………………. 204


1. Related party ……………………………………………………………………………… 204
2. Subscription of marketable securities privately in the most recent years …………………. 204

3. The stock shares of the company held or disposed by the subsidiaries in the most recent
years ……………………………………………………………………………………… 204

4. Supplementary disclosures ……………………………………………………………….. 204

5. Occurrence of events defined in Securities Transaction Law Article 36.2.2 that has great
impact on shareholder’s equity or security price in the most recent years and up to the
date of the report printed …………………………………………………………………. 204

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I. Letter to Shareholders
First of all, I would like to thank you for your continuing support to ASUS. The global economy for the
first half of last year continued to be unstable. Following the large scale proposals for saving the
developed economy of Europe and U.S. etc., and the success of various currencies and treasury policies,
the international economy slowly recovered from the financial crisis, and the global industrial production
and trade rose again. From the second quarter of 2009, the global economic recession slowed down and
the information industry gradually showed hope. Although the operating profit of ASUSTeK and
shipment quantity increased significantly for the second half of last year compared to the first half of last
year, the 2009 Brand consolidated revenue reached NTD 248.2 billion which is 7% less than 2008 due to
the impact of the first half of last year. The 2009 standalone revenue of the parent company of ASUSTeK
is NTD 232.6 billion; net profit before tax and net profit after tax were NTD 12,821 million and NTD
12,479 million respectively. The net profit after tax decreased by 24.2% from 2008.

In 2009, the quality of the products of ASUSTeK were recognized by the professional service provider
SquareTrade which conducted a survey of 30,000 laptops based on users' review of the reliability of
notebook products, and ASUSTeK notebook is ranked No. 1 for reliability out of the global brands; and
ASUSTek reliability of products with three years usage is 40% ahead of other first tier suppliers. In
addition, the professional service provider, Rescuecom, ranked ASUSTeK as No. 1 for reliability. The
website indicated that the reason that ASUS could surpass major brands with a high score is that
ASUSTek is able to increase dramatically the shipment and the market share in U.S. while remain low
maintenance ratio. At the same time, the well-known PC Magazine also appreciated ASUSTeK as No. 1
in quality.

As for environmental friendliness, ASUSTeK continued to take lead in obtaining the EU Flower after
2008, and was even the first notebook supplier of the world to be awarded the Environmental Product
Declaration last year. It was also the first notebook supplier worldwide to acquire the recognition of
Product Carbon Footprint. Furthermore, many of its products were awarded environmental friendly marks,
including EeePC, EeeBox PC, LCD Monitor, etc.

In 2009, ASUSTeK was awarded a total of 3,268 domestically and internationally well-known awards,
average 9 international awards every day. These honors were attributed to the result of the hardworking of
ASUSTeK employees and are also the strongest evidence of ASUSTeK's outstanding product quality. Last
year, ASUSTeK was awarded the Excellence in Corporate Social Responsibility by CommonWealth
magazine due to ASUSTeK's performance in exercising its corporate social responsibility. Moreover,
ASUS continued to remain in the top 3 international brands in Taiwan for seven years in the Top Ten
Taiwan International Brands Value Review conducted by Interbrand, the internationally well-known
research unit appointed by the Bureau of Trade of Ministry of Economic Affairs. In January 2010,
ASUSTeK was also the biggest winner in the 18th Annual Taiwan Excellence Award where a total of 36
products received the Excellence Award due to its excellent technical development, in-depth humanity
consideration, and continuous innovation.

In January 2010, ASUSTeK once again attracted international attention at the CES in U.S. ASUSTeK
displayed the fashionable notebooks ASUS NX90 and Eee PC designed with the worldwide known
designers David Lewis and KarimRashid. ASUSTeK invited the chief designer of B&O, David Lewis, to
design ASUS NX90 with polished aluminum finish and misty black keyboard, and equipped with B&O's
dual-channel high audio amplifier using ICEpower sound technique, together with the exclusive Sonic
Master sound adjustment technique to ensure the perfect reproduction of the original sound. Furthermore,
Karmin Rashid whom is known as the head of the top ten designers in New York turned EeePC into a
fashionable look using "waves" as inspiration. ASUSTeK also showed many new innovative products,

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including the gaming notebook ASUS ROG G73Jh which adopts the latest Intel Core i7 processor, ATI
Radeon HD5870 display card, 8GB DDR3 memory and supports Direx 11, equipped with eight-channel
stereo and EAX 4.0 surround sound effect. ASUSTeK also designed ASUS Bamboo U33Jt, a notebook
using environmental friendly as inspiration, which combines environmental friendly bamboo materials
and crystal pattern techniques. Each notebook has its own unique natural patterns, showing the distinctive
taste and care for the environment of the user.

Based on past experiences, we discovered that "hit rate" is most important after a new product is
introduced. ASUSTeK's tactic for this year is clear, that is, concentrating on popular consumer computer
market to seize the market share. The four new notebooks announced at CES are products used for battle
and will be fully introduced before the second quarter of this year at the latest.

The global economy is anticipated to continue to recover in the following year, and we will continue
to strive to implement the value of thoroughness, innovative and detail thoughts on each employee. We
believe that with the efforts of all ASUSTeK employees, we are able to expand our market share with our
excellent products. Based on the global economic outlook, industry conditions and forecast institutions,
the goal is to sell 12 million units of NB (included Eee PC). We would like to thank you for your support.
ASUS will sure work hard to achieve the sales target for the benefit of shareholders.

Wish you a good health and good life!

Sincerely yours,

---------------------
Chairman

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II. Introduction of the Company
I. Establishment date: April 2, 1990

II. Development history

April 1990 ASUS was incorporated at 2F, 14-2, Sec. 2, Chung-Young S. Road, Beitou District,
Taipei City and with a paid-in capital of NT$30 million collected.
April 1990 Became a direct customer of Intel (U.S.A.)
May 1990 Cache 386/33 and 486/25 personal computer motherboard was popular. 486/25 was
market launched with IBM and ALR synchronously and it was the milestone of
computer development in Taiwan.
May 1990 Expanded the instrument and equipment of R&D department and recruited R&D
talents progressively for the development of EISA 486 motherboard.
July 1990 ASUS completed the registration of the manufacturing facility and with production
initiated. The in-house made quality products were popular.
October 1990 The head office and manufacturing facilities were relocated to 4F, 10, Alley 25,
Lane 425, Sec. 4, Chung-Young N. Road (changed name to “Li-Te Road” by Taipei
City Government in 1993) with an area of 602 pings due to business expansion.
November 1990 EISA 486 motherboard was market launched officially and became a market-leading
product while attending COMDEX exhibition in early November.
December 1990 Increased the paid-in capital to NT$80 million by cash capitalization for an amount
of NT$50 million.
December 1990 Generated sales revenue of NT$230 million in the first year of the incorporation and
16.01% net income for an amount of NT$36.82 million.

January 1991 The 286 and 386SX were popular in 1990 while the 486-mother board technology
was difficult and expensive. ASUS was in control of advanced product technology
and marketing. The market demand for advanced motherboard was growing this
year.
March 1991 The profit of 486 in this month exceeded the profit of 386 for the first time that
meant the 486 advanced products had become the major product of the company.
April 1991 Substantiated management team and reinforced marketing ability with multiple
marketing and sales talents recruited by the company.
August 1991 The sales of high unit price EISA 486 product were satisfactory and the said
product had helped the company generate millions of dollars of profit.
December 1991 INTEL (USA) provided the company with O/A credit quota for over five times.
December 1991 Increased the paid-in capital to NT$150 million with retained earnings for an
amount of NT$30 million and with cash for an amount of NT$40 million.
December 1991 The sales revenue of this year amounted to NT$1.399 billion and net income
amounted to NT$116 million.

January 1992 Monthly production exceeded 30,000 units.


March 1992 Attended an exhibition in Hanover Germany to present the 32-bit SCSI interface
EISA-SC100. The said product was popular with the IC developed in-house by
ASIC, the self-developed software, and driver software.
April 1992 Signed an agreement with AWARD for software authorization.
April 1992 The business development of the company was reported in the electronic industry
section of Economic Daily News.

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June 1992 Sales had gone up dramatically in the year before and were ranked in the 372nd
place of the Top 500 Industries in Taiwan by China Credit Information Service
Ltd., ranked in the 193rd place by manufacturing index, and ranked in the 92nd
place of information electronics by Excellence Monthly.
June 1992 Management Magazine had the company’s Return of Net Worth ranked in the 6th
place, the company’s Return of Assets in the 2nd place, the Employee’s Average
Earnings in the 19th place, and the Earnings per Dollar in the 10th place.
December 1992 Monthly production of motherboard and interface card exceeded 75,000pcs
representing 132% growth from the same month of the prior year.
December 1992 Sales revenue of the year amounted to NT$2.18 billion representing 55.8% growth
from the year before and the net income amounted to NT$205 million.

March 1993 Promoted PENTIUM (586) motherboard. ASIAN SOURCES Magazine had the
company recognized as one of the few manufacturers that was able to have this
advanced mother board promoted.
April 1993 Increased the paid-in capital to NT$199 million with cash for an amount of
NT$49 million.
May 1993 Invested to have SMT production line setup.
May 1993 China Credit Information Service Ltd. had the company’s business performance
ranked in the 7th place of the TOP-500 Manufacturers in 1992 and the company’s
sales revenue ranked in the 263rd place of the TOP-500 Manufacturers.
June 1993 Increased the paid-in capital to NT$308.45 million with retained earnings. Public
offering was arranged accordingly.
June 1993 Bureau of Foreign Trade MOEA ranked the company’s importing/exporting
business in the 168th place in 1992.
July 1993 The Ministry of Finance awarded the company as an honest taxpayer.
October 1993 The mass production of PCI486 was initiated. PCI was the new generation bus
structure standard and it was a high-speed and high-tech product.
November 1993 The company and the head engineer, Mr. Ted Hsu, were awarded with the “32-bit
personal computer milestone award” of “Taiwan personal computer ten-year
milestone award” that was organized by Commonwealth Magazine, co-organized
by the Institute for Information Industry, and sponsored by Intel for “having
high-speed 486 advanced mother board developed successfully” and “the first
Taiwanese information business to develop the fastest personal computer
synchronized with the world that has helped Taiwan open up a path to the
successes and helped define the competition of speed and flexibility in technology
development.”
November 1993 Mass production of PCI486 and Pentium motherboard was initiated. Pentium was
the new generation of CPU and was the PC compatible with the highest speed.
December 1993 The first SMT production line was completed with pilot run and put into service.
Another set of SMT was acquired in response to the expansion of production.
December 1993 Sales revenue of the year amounted to NT$2.303 billion representing 5.6% growth
from the year before and the net income amounted to NT$220.7 million.

January 1994 ASIAN SOURCES Magazine had the company’s technological innovation ranked
in the first place of The TOP-10 mother board manufacturers in Taiwan and the
company’s quality ranked in the second place that was “second to ACER only” in
1993.
February 1994 C.T.Mag. (Germany) had the company’s PCI rated and with the capacity and
memory of PCI Pentium and 486 awarded with an honorary rating.
March 1994 Attended Cebit Show in Hanover Germany and was the only motherboard
manufacturer at the show having Dual Pentium manufactured successfully and
recognized by the industry and Intel.
May 1994 Bureau of Foreign Trade MOEA ranked the company’s importing/exporting
business in the 161st place in 1993.

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July 1994 ASUS’s initial name was Hung-Shuo Computer Inc., in July gets up changes the
name officially as ASUSTeK Computer Inc.
August 1994 Increased the paid-in capital to NT$450.337 million with retained earnings.
August 1994 Setup subsidiary in the United States and Germany for marketing, service, and
repair and maintenance.
October 1994 China Development Industrial Bank became the institute shareholder of the
company.
November 1994 PCI Pentium and Dual Pentium were popular in market and with monthly sales
exceeding NT$300 million for the first time.
December 1994 Taipei Factory was certified with ISO 9002.
December 1994 Purchased Taoyuan Lu-Chu Plant with an area of 2,417 pings and a constructed
area of 1,200 pings that was put into service in mid-1995.
December 1994 Sales revenue of the year amounted to NT$3.36 billion representing 45.9% growth
from the year before and the net income amounted to NT$756 million.

January 1995 ASIAN SOURCES Magazine had the company’s quality ranked in the first place
and the company’s technological innovation in the first place of the Top-10
mother board manufacturers in 1994 ahead of First International Computer Inc.
and Acer.
May 1995 China Credit Information Service, Ltd. had the company’s business performance
ranked in the 5th place of the TOP-500 Manufacturers in 1994.
May 1995 Taoyuan Lu-Chu Plant was put into service for production officially.
June 1995 Increased the paid-in capital to NT$600 million with retained earnings.
September 1995 CitiSelect Asia Tilt Growth Portfolio became the institute shareholder of the
company.
October 1995 Monthly income exceeded NT$1 billion for the first time.
November 1995 Presented Pentium Pro server, work station, and motherboard.
December 1995 Sales revenue of the year amounted to NT$7.87 billion representing 134% growth
from the year before and the net income amounted to NT$1.95 billion.

January 1996 Purchased the head office on Li-Te Road and the building that was rented for
Taipei Plant with an area of 3,159 pings.
April 1996 Chung-Hua Institution for Economic Research awarded the company with
“Product of the Year Award” and “Enterprise of the Year Award.”
June 1996 China Credit Information Service Ltd. had the company’s business performance
ranked in the 1st place of The TOP-500 Manufacturers in 1995.
August 1996 SEC had the company authorized as Class II stock listing company.
August 1996 Increased the paid-in capital to NT$1.2 billion with retained earnings.
November 1996 ASUS went public at Taiwan Stock Exchange Corporation officially.
December 1996 Sales revenue of the year amounted to NT$13.327 billion representing 69% growth
from the year before and the net income amounted to NT$3.808 billion.

January 1997 Taoyuan Lu-Chu Plant was certified with ISO-9002.


February 1997 Leased Taoyuan Nan-Kan Plant with an area of 4,400 pings ready for production.
February 1997 P/I-P65UP5 of the company was awarded with the “5th Symbol of Excellence”
award.
April 1997 Setup Nan-Kan Plant with an area of 4,400 pings right next to Lu-Chu Plant for a
total monthly production of 800,000 motherboards.
May 1997 Increased the paid-in capital to NT$3.23 billion with retained earnings and cash.

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May 1997 Collected funds for US$230 million with cash in the form of overseas depository
receipt GDR.
September 1997 Acquired automation SMT for expanding automatic production scale over three
times.
September 1997 Monthly income exceeded NT$2 billion for the first time.
October 1997 Purchased Quay-Sun Plant with an area of 7,900 pings for the production of new
NB and CD-ROM.
November 1997 Held new product presentation including NB and CD-ROM.
December 1997 Sales revenue of the year amounted to NT$21.371 billion representing 60.4%
growth from the year before and the net income amounted to NT$7.038 billion.

February 1998 Asiamoney awarded the company as “Best Managed Companies in Taiwan.”
April 1998 Finance Asia awarded the company as “Asia’s Strongest Companies.”
June 1998 Increased the paid-in capital to NT$8.115 billion with retained earnings.
June 1998 Monthly income exceeded NT$3 billion for the first time.
October 1998 Increased the paid-in capital to NT$8.135 billion with cash for an amount NT$20
million and with NT$420 million collected.
October 1998 Acquired automation SMT for expanding automatic production scale and with
over one million motherboards manufactured monthly.
October 1998 Presented the lightest all-in-one NB.
November 1998 The company was certified with ISO-14000.
November 1998 Asia Week had the company ranked in the first place of The International Chinese
Enterprises 500 & Top-10 Manufacturer in 1998.
November 1998 Asia Week had the company’s business performance in the first three quarters of
1998 ranked in the first place of The InfoTech 100.
November 1998 Business Week (U.S.A.) had the company ranked in the 18th place worldwide and
the first place in Asia of The InfoTech 100.
December 1998 Completed the construction of Lu-Chu Plant with an area of 3,600 pings ready for
use.
December 1998 Sales revenue of the year amounted to NT$35.2 billion representing 64.7% growth
from the year before and the net income amounted to NT$11.575 billion.

March 1999 Initiated the construction of Beitou II Plant for an area of 1,453 pings planned for
use.
May 1999 Ranked in the 21st place of Top-1000 Manufacturers in the special issue of
Commonwealth Magazine.
Ranked in the 2nd place of Top-50 Enterprises 50 for three consecutive years
(2007~2009) in the special issue of Commonwealth Magazine.
Ranked in the 6th place of Top-1000 Manufacturers as the most profitable
operation in the special issue of Commonwealth Magazine (hit the mark of NT$10
billion and become the leader of information and telecommunication industry).
Ranked as one of the National Top-20 Private Businesses in the special issue of
Commonwealth Magazine.
June 1999 China Credit Information Service Ltd. awarded the company with the honorary
citation of “1999 Taiwan TOP 500.”
China Credit Information Service Ltd. ranked the company in the fourth place as
the most profitable business of “1999 Taiwan TOP 500.”
China Credit Information Service Ltd. ranked the company in the third place as
the highest earnings business of “1999 Taiwan TOP 500.”
China Credit Information Service Ltd. ranked the company in the third place as
the best assets-management business of “1999 Taiwan TOP 500.”
China Credit Information Service Ltd. ranked the company in the fourth place as
the most productive employees of “1999 Taiwan TOP 500.”
Increased the paid-in capital to NT$11.449 billion with retained earnings.
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July 1999 Presented ASUS super thin NB.
October 1999 Increased the paid-in capital to NT$11.464 billion with cash for an amount NT$15
million and with NT$300 million collected.
December 1999 Sales revenue of the year amounted to NT$49 billion representing 39.2% growth
from the year before.

January 2000 Purchased the eight pieces of land of the 4th lot, Fong-Nien Lot, Beitou District,
Taipei where adjacent to the head office on Li-Te road for business expansion
with an area of 7,186 pings.
Asiamoney ranked the company in the second place of “Best Managed Companies
in Taiwan.”
February 2000 Presented new NB L8400.
May 2000 Completed the construction of Beitou II Plant with an area of 1,453 pings for use.
June 2000 Increased the paid-in capital to NT$15.671 billion with retained earnings.
August 2000 Ranked in the first place of Tech 200 by Globalviews Magazine.
September 2000 China Credit Information Service Ltd. ranked the company’s business performance
in the third place of Top-10 Manufacturers in 1990-1999.
October 2000 Commonwealth Magazine ranked the company in the first place of Taiwan
Electronics and in the seventh place nationwide.
November 2000 Business Week (U.S.A.) had the company ranked the 44th place worldwide of The
InfoTech 100.
December 2000 Sales revenue of the year amounted to NT$70.7 billion representing 44.38%
growth from the year before.

March 2001 ODC (ODC is for the certification of environmental protection without using any
material that is dangerous to Ozone layer) was awarded to ASUS.
June 2001 Increased the paid-in capital to NT$19.769 billion with retained earnings.
June 2001 Business Weekly ranked ASUS in the 26th place of World Business 100.
November 2001 Business Week ranked ASUS in the 28th place of The InfoTech 100.
November 2001 Completed the construction of Taipei Plant with an area of 9,073 pings for use.
December 2001 Readers of PC Magazine had awarded ASUS with the “Product of the Year
Award” for the motherboard, NB, CD-ROM, and VGA in 2001.
December 2001 Far Eastern Economic Review ranked the quality service/product of ASUS in the
fourth place.
December 2001 Sales revenue of the year amounted to NT$77.9 billion representing 10.16%
growth from the year before.

January 2002 Seventeen products of the company were awarded with the “Symbol of
Excellence” this year; therefore, the company was the biggest winner of the 10th
national “Symbol of Excellence” award.
April 2002 Awarded as the excellent health and safe institute by Taipei City Government.
April 2002 Ranked in the Top-10 of Manufacturers 1000 by Commonwealth Magazine, the
Top-3 of computer and elements, and the Top-3 of most profitable business.
June 2002 Launched MyPal A600 that was the first PDA supporting Intel’s 400MHz
PXA250CPU; also, it was the most light weighted, thin, and functional pocket PC.
July 2002 Increased the paid-in capital to NT$19.988 billion with retained earnings.
October 2002 Awarded as the excellent health and safe institute nationwide.
October 2002 Asia Week ranked ASUS in the Top-10 of Chinese Businessmen 500.
December 2002 The company had 17 million mother boards shipped this year; therefore, one out of
six computers was built with ASUS mother board.

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December 2002 The consolidated income of the year amounted to NT$114.7 billion representing a
substantial growth in sales.

January 2003 Constructed Quay-Sun Plant with 16,976.8 pings available for use.
February 2003 The design of super-thin portable dual CD-R & CD-REW SCB-2408-D was
awarded with the Industrie Forum (iF) in Germany.
March 2003 ASUS had based on the powerful R&D capability and the excellent cooperation
with Intel to have Centrino NB market launched with attention drawn upon.
May 2003 After receiving the award of “Symbol of Excellence” with 20 citations that was
beyond the reach of competitors, ASUS was awarded with the “11th Branding
Taiwan” with three citations that was beyond the reach of competitors. It
evidenced the good quality and image of ASUS to compete in the world on behalf
of Taiwan.
June 2003 Purchased the assets of Elite Group in Chungli Plant including land, manufacturing
facilities and equipment, and specific raw material through the subsidiary,
ASUSALPHA COMPUTER INCORPORATION
August 2003 Increased the paid-in capital to NT$22.817 billion with retained earnings.
September 2003 Presented S200N Centrino NB that weighted 905g and was the most
light-weighted NB in the world.
October 2003 Presented the first 3G foldable color phone J100.
November 2003 DiGiMatrix was awarded with “Taiwan Outstanding Design Award” in 2003.
December 2003 The consolidated income of the year amounted to NT$195.889 billion representing
a substantial growth in sales.

April 2004 Setup TPC product line (thermal conduction, power, and chassis) to provide
consumers with comprehensive system solution.
May 2004 ASUS W1 NB with built-in TV card and powerful multimedia software was
market launched. The outstanding hair-like pattern design was awarded with
multiple global awards.
June 2004 Presented the small and with big screen ASUS J101 phone.
June 2004 The industrial design team received eleven G-Mark in Japan, five iF awards in
Germany and five Red Dot design awards.
December 2004 Awarded with 1,048 global professional media and networking awards that were
second to none.
December 2004 ASUS was the largest motherboard and VGA manufacturer; therefore, one out of
three computers was made with ASUS motherboard in the world.
December 2004 The company had 42 million motherboards and 7.8 million VGA shipped in 2004.
December 2004 ASUS became the Top-10 NB brands and the Top-5 NB manufacturers.
December 2004 The consolidated income of the year amounted to NT$250.042 billion representing
a substantial growth of 26% from the year of 2003.

January 2005 ASUS was the biggest winner of “Symbol of Excellence” award for two
consecutive years and with all forty nominated products awarded.
March 2005 ASUS W1 NB was awarded by iF (Germany) with industrial design award that
was known as Oscar Award in computer business. This was the first Chinese
design awarded with iF.
Invested in AzureWave Technologies, Inc., the subsidiary, to manufacture office
machine, electronic components, and computer and peripheral equipment; also, to
conduct the wholesales and retails of precision instrument and camera equipment.

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October 2005 ASUS had the first environment-friendly mother board developed successfully in
Taiwan.
Invested in AMA PRECISION INC., the subsidiary, to conduct computer elements
R&D.
November 2005 ASUS was awarded with thirteen awards in 2005 “Channel Award” that was
second to none.
Invested in Enertronix, Inc., the subsidiary, to conduct R&D and manufacture
radio receiver and wireline communication equipment.
December 2005 The company issued 59,592,835 stock shares in exchange for 15% stock shares of
Advantech Co., Ltd. to achieve the goal of stock exchange and strategic alliance;
then, the company entered industrial computer field.
ASUS entered CES exhibition for the first time to take advantage of the wave of
digital family. W5A NB was awarded with CES Innovative Design & Technology
Award.
The consolidated income of the year amounted to NT$357.8 billion representing a
substantial growth of 43.11% from the year of 2004.

January 2006 The company and Advantech Co., Ltd. each acquired 50% shareholding of
Advansus Corp. on January 3, 2006 with cash capitalization.
January 2006 The company’s R&D was trusted by the industry. ASUS AS-D770 was crowned
as Top-50 Industrial Purchasers.
March 2006 The company had stock exchanged with Askey Computer Corporation according
to Merger Law and with 73,662,961 shares issued for merger. Askey Computer
Corporation had become a subsidiary of the company.
March 2006 The company had organizational structure adjusted in response to business
development. Most of the BU was defined as the Business Division for the
realization of process-oriented and customer-oriented service.
April 2006 ASUS W3A, W5A, and V600V were awarded with Red Dot Award for the
outstanding function and fashionable and elegant design.
May 2006 ASUS NB W2, W3, and V6 were nominated for “iF China, Design award”
Top-10. A great achievement of the company to share and it did evidence the
leading position of ASUS in computer world.
June 2006 Business Weekly awarded ASUS with InfoTech 100 for eight consecutive years.
October 2006 ASUS that was known for creating trust and sentiment was awarded with the
“2005 Top-10 Taiwan Brand Value.”
December 2006 ASUS ATEC was awarded with the “7th Management of Technology Award” by
Chinese Society for Management of Technology.
December 2006 The consolidated income of the year amounted to NT$560.235 billion representing
a substantial growth of 45.49% from the year of 2005.

January 2007 ASUS worked with Automobili Lamborghini to present ASUS Lamborghini VX
series NB high-speed version.
January 2007 ASUS AS-D770 and NB were crowned for Top-50 Industrial Purchasers in 2005.
ASUS products were the first choice of industry, professionals, and networking
users for consumption.
February 2007 ASUS was awarded with three citations in MIS Best Choice by Institute for
Information Industry: Barebones and server were ranked in the first place and
advanced NB was ranked in the second place.
March 2007 ASUS presented the first 3.5G NB in Taiwan that led consumers entering new
mobile phone era.
June 2007 ASUS were awarded with 39 citations in the 15th “Symbol of Excellence” award
for its excellent quality and innovation that was second to none.
June 2007 ASUS was recognized by Mercedes-Benz and with ASUS P526 “C-Class Mobile
9

9
Phone” promoted.
July 2007 AUSU announced to have brand name business and OEM/ODM business divided
at the press conference of SEC in July 2007. ASUS was dividend into three
divisions, in which, brand name business was the responsibility of ASUS while
OEM/ODM was the responsibility of Pegatron Corporation and Unihan
Corporation on the baseline date of January 1, 2008.
July 2007 ASUS was crowned for the “2007 Top-10 Brands Taiwan” with a brand value of
US$1.196 billion recognized representing a growth of 166% from the year of
2003.
October 2007 ASUS Eee PC was market launched in Taiwan for the satisfaction of consumers.
ASUS Eee PC was popular worldwide and was sold at the rate of one Eee PC per
five-second.
November 2007 Oekom, an international reputable institute for environmental protection valuation,
ranked ASUS in the first place of “2007 Environmental Protection.” The
environmental protection effort of ASUS was awarded for the first time; also,
ASUS was the first Chinese IT industry received such honor in the last fifty years.
December 2007 ASUS was ranked in the first place of “Sustainability Award” by the Executive
Yuan and with the award presented to the Chairman of ASUS by the Minister.
December 2007 President Republic of the Gambia, Dr. Jammeh, and his 32 officers visited the
head office of ASUS and shown strong interest in Eee PC.
December 2007 Chunghwa Telecom and ASUS announced a strategic alliance to integrate the
resources for the construction of a perfect digital center and to get involved in
charity activity with 1,000 Eee PC donated to schools in the remote area of north,
center, south, and east Taiwan for narrowing down Taiwan’s digital divide.
December 2007 ASUS entered optical field for the first time and with BrightCam AF-200 and
MF-200 presented.
December 2007 The consolidated income of the year amounted to NT$755.361 billion representing
a substantial growth of 34.83% from the year of 2006.

January 2008 ASUS had brand name business and OEM/ODM business divided officially. The
brand name business was the responsibility of ASUS while OEM/ODM was the
responsibility of Pegatron Corporation and Unihan Corporation for value
generation.
March 2008 The “Dual Hundred-Million-Plan” of ASUS was to have one hundred million
NTD budgeted to win over the heart of one hundred million customers. The goal
was to provide professional repair and maintenance and consulting service to
more customers of ASUS.
April 2008 ASUS had the second-generation 8.9’ Eee PC 900 market launched.
April 2008 Intel and ASUS held the “Recycling Computer, Project of Hope” press conference
to demonstrate the collaboration between businesses and the determination and
action of enterprises in saving energy and recycling for the good of the earth.
April 2008 Setup ASUS Foundation to have resources integrated effectively to feedback
society and to fulfill social responsibility.
May 2008 ASUS Computer was awarded with the 16th “Symbol of Excellence” this year and
ASUS was the biggest winner. The excellent technology R&D, humanity
technology, and innovation of ASUS have helped have fifty-one products of the
company been awarded with the “Product of the year award” at the “Symbol of
Excellence” this year, in which, EeePC and R700t navigator were awarded with
the “gold medal” award. Six products of ASUS were awarded with the “silver
medal” awards. ASUS is second to none in the industry in the sense of quality and
quantity.
June 2008 10” Eee PC1000 was market launched officially with a great appreciation received
from international and domestic media while attending Computex exhibition in
Taipei.
July 2008 Enforced “Reverse Recycling Green Marketing Business Plan”
August 2008 ASUS was the designated hardware brand for Advanced Overlocking
Championship (AOCC) in 2008 and with great response received to the products.
10

10
The combination of ASUS P5Q3 Deluxe, Striker II Extreme, and ENGTX280 had
broken the record successfully at the extreme temperature of 100℃ below.
October 2008 ASUS has Eee PC market launched for one year. The sales of Eee PC are growing
worldwide that has overturned the imagination of the world about mobile
communication and has lead the minicomputer market successfully. EeePC is
elected as the best seller of 3C product this year. ASUS has Eee PC S101, the
stat-of-the-art; market launched this month targeting on global business
commuters and fashion Yapese.
November 2008 ASUS Eee Family promoted new products, all-in-one touch-panel screen
computer Eee Top ET16 series with 15.6” touch big screen. The computer can be
operated with a screen touch for an effective interaction and operation with the
computer that is different from convention table-top computer.
November 2008 The tough Japanese market was conquered by the easy-to-learn and easy-to-use
Eee PC! According to the survey in November of the most creditable 3C survey
company, Business Computer News (BCN), EeePC was the champion in sales of
Notebook and the most popular product of the year by the Japanese lifestyle and
fashion magazine DIME.
December 2008 ASUS Eee PC was named the product of the year by Forbes and Stuff Magazine
in the U.K., the Japanese lifestyle and fashion magazine Dime gave the Eee PC
top product honors. Sweeping from the west side to the east side of the Atlantic,
America’s benchmark on-line retailer Amazon also selected the Eee PC as the
most popular Christmas gift and recommended by 13 medias as the best gifts to
give noted how consumers loved the high mobility of the Eee PC. Spanning
Japan, Taiwan, Europe and the U.S., there is no place in the world that has not felt
the effect of the Eee PC.

January 2009 According to the 24th “ideal brand in the mind of consumers” survey of
Management Magazine V. 451 and the “ideal brand in the mind of businessmen”
of Today V. 626,
February 2009 ASUS Computer and the world leading GPS brand Garmin announced the
establishment of a strategic alliance to launch a joint Garmin-ASUS brand smart
phone that combines leading smart phone and GPS technology.
March 2009 Eee PC™ series had been the top-three models on the shopping list of the
benchmark online mall “AMAZON” for more than once. The newly launched
1000HE model of Eee PC™ had taken up the top-two spots with successful
pre-order. It had evidenced the popularity of Eee PC and ASUS had owned the
heart of American consumers with Eee PC™.
March 2009 Global design prize “reddot” was awarded in Germany. ASUSTeK had been
awarded with industrial design awards in recent years including “Product Design
2009 Winners” this year for the five products of Eee PC S101, Eee Keyboard PC
innovative computer, S121 notebook, P30 notebook, and innovative “chocolate
keyboard.”
April 2009 ASUSTeK was the biggest winner in the 3rd Annual Taiwan Excellence Award for
three consecutive years where a total of 53 products received the Excellence
Award, in which, Eee PC S101 was awarded with the “Gold Award” this year
while ASUS Bamboo U6V and P552w smart phone were warded with “Silver
Award.”
April 2009 ASUSTeK launched the energy-saving motherboards P5Q PRO Turbo and P5Q
Turbo on the Earth Day. P5Q PRO Turbo and P5Q Turbo were designed with
unique Xtreme Phase power design and ASUS 2nd generation EPU smart
energy-saving chips to save power consumption; also, allow the system to monitor
automatically, adjust power supply, reduce temperature, and increase power
efficiency up to 96%.
April 2009 ASUSTeK was reckoned as the canon of green products to the world by CNN and
TIME Magazine. Eee PC 1000HE was appraised by CNN in the program of ”Your
Green World”. ASUS Bamboo U6V was awarded”Green Design 100” by TIME
Magazine for the artistic design and environmental protection value.
11

11
May 2009 ASUSTeK introduced the thinnest mini notebook – Eee PC 1008HA seashell!
Seamless Eee PC 1008HA seashell gave a sense of fashion, which was originated
from the idea of seashell, weighted only 1.1kgs, sexy slim body with only 18mm
in thickness, 92% Baby Touch keyboard, and power-saving 10.1” LED display.
May 2009 ASUSTeK was ranked No. 1 for “product and service quality” and “innovation” in
the “Asian Business 200” by Wall Street Journal in Asia. ASUSTeK was ranked
No. 2 for “domestic industry” in the “Asian Business 200,” which was the highest
ranking in the 3C industry.
June 2009 ASUSTeK was the winner with three products including “Game Republic” ASUS
G51 Notebook, digital Eee family member EeeNAS PC, and Garmin-Asus
nüvifone G60 navigator mobile phone awarded in the “Best Choice of
COMPUTEX.”
June 2009 ASUS motherboard was pioneering and was the first to pass Energy Star 5.0
certification. ASUSTeK was certified for professional energy-saving for the
second time since the first recognition as the canon of green products
manufacturer by CNN and TIME Magazine.
September 2009 ASUSTeK introduced brand new ASUS UL Series demonstrating Turbo 33
duo-core effect, 12-hour long-lasting power, 1” super-thin notebook, broke the
myth of permanence and efficiency conflict, and setup a brand new standard of
mobile computation.
October 2009 ASUSTeK was awarded for innovation in energy-saving effort. ASUS computer
was the first one in the world to receive the validation of “Environmental Product
Declaration (EPD)” and “carbon footprint.” ASUSTeK was the first enterprise in
Taiwan to receive gold environmental protection logo of EPEAT of the United
States; also, first top-ten computer brand in the world to receive the “EU Flower”
certification. ASUSTeK has dedicated itself to the efforts of green environment,
carbon-reduction, and care for the Earth.
December 2009 The consolidated sales revenue for the ASUS Computer brand was NT$248.2
billion from the year of 2009.

January 2010 Five ASUS products were awarded with the innovation award of the CES in 2010
including ASUS Videophone Touch AiGuru SV1T Skype, ASUS MATRIX
GTX285/HTDI/1GD3 video graphics array, Disney Netpal™ Eee PC MK90H
notebook, ASUS MS238H super thin LED display, and ASUS RT-N16 flagship
wireless router.
January 2010 ASUS P6X58D Premium was the first USB 3.0 motherboard in the world to
receive USB-IF (USB Implementers Forum) certification and to lead consumers
entering USB3.0 high-speed transmission era.
February 2010 The Company held its extraordinary shareholders’ meeting on February 9, 2010,
and passed a resolution for the spin-off of its ODM business. Such resolution
requires the Company to spin off the ODM assets and business (the Company's
100%-owned long-term equity investment in Pegatron) to the Company's wholly
owned existing subsidiary Pegatron International Investment Co., Ltd. Pegatron
International Investment Co., Ltd. will issue new shares to the Company and the
shareholders of the Company as consideration. The Company will have a capital
reduction of $36,097,609 or a capital reduction of approximately 85%. It is
expected that the Company will acquire approximately 25% of the equity in
Pegatron International Investment Co., Ltd. and that the shareholders of the
Company will in total acquire approximately 75% of the equity in Pegatron
International Investment Co., Ltd. The spin-off date is expected to be June 1, 2010.
February 2010 ASUSTeK introduced the first Smart3 Garmin-Asua M10 perfect smart phone for
navigation, daily life, superpower community function, and multi-functional
Windows smart phone.
February 2010 ASUSTeK introduced the first USB 3.0 ASUS N series mobile video flagship
notebook with built-in SonicMaster sound technology. It is the canon of mobile
video and audio theater.

12

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March 2010 ASUSTeK was awarded with industrial design prize again – the chocolate
keyboard was awarded with the gold medal of iF design in Germany. ASUS
EeePC™ seashell, excellent superlight US series and UX30 notebook,
EddKeyboard PC, fashionable CG 5290, super thin blue burner SBC-04D1S-U,
and professional and compact P30 notebook seven in total were awarded with the
product design prize of iF award. ASUS quality in design is seen in the world
again!

13

13
III. Corporate governance report

I. Corporate Organization
(I) Organization Chart

14

14
(II) Department Function Description

Chairman
Plan and control the vision of the company. Shape industrial culture and operating
concept.
CSO
Integrate green environment, social charity, and international enterprise ongoing
protocol to construct the core competence of an enterprise for long-lasting business
operation.
CEO & President
Plan and manage the company’s strategies, draft up operating objectives, direct and supervise
the operation of business units.
Lean Management Headquarters
Establish and substantiate lean six-sigma management system.
Audit Office
Audit the company’s system and enforcement of internal regulations, procedures, and
authorization with corrective actions offered.
Management Headquarters
Arrange the planning and enforcement of the company’s finance, accounting, regulatory,
administration, and public works.
Human Resources
Human Resources are responsible for the development and management of the company’s
manpower planning, recruitment, training, personnel administration, career development,
salary welfare, and employee’s public relation.
Investment Division
Arrange planning and investment in accordance with the company’s vision and development.
MIS
Take charge of information planning and integration of the company’s business, finance,
bookkeeping, and raw materials; also, maintain and control global networking linking and
safety control mechanism.
CSC
Provide customers with comprehensive service and total solutions.
Corporate Quality Assurance Center
Establish, improve, and maintain ISO9000, GreenASUS (green products) and SERASUS
(responsibility for social environment) system, procedure, and document control system; also,
study GreenASUS regulatory supervision and GreenASUS technology.
R&D Center
Develop the common R&D technology need by each business unit.
Handheld Business
Handheld Business is responsible for the R&D and operation of handheld business.
Open Platform Business
Open Platform Business is responsible for the R&D and operation of open platform business.
Systems Business
System Business is responsible for the R&D and operation of the Systems.

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15
II. Directors, Supervisors, President, Vice President, Junior VP, and department heads
(I) Directors and Supervisors
1. Directors and Supervisors
February 22, 2010
Shares held by Current
Date of Shareholding when Shareholding of Executives who are spouses or second
Title Date elected Current shareholding other persons in position
Name Term first elected spouse and minors Experience (Education) consanguinity
(Note 1) (appointed) their name with other
elected
Shares % Shares % Shares % Shares % company Title Name Relation
MBA of National Chiao Tung University Vice Jonathan
2nd
Chairman Jonny Shih 2008.06 3 1994.04 87,948,617 2.34 97,230,543 2.29 0 0 0 0 Business Division’s President of ACER Note 1 Chairman Tsang,
consanguinity
Supervisor L.H. Yang
Vice Jonathan MBA of Houston University Chairman Jonney Shih 2nd
2008.06 3 1999.04 5,726,127 0.15 6,509,803 0.15 0 0 0 President of Youngmen Computer Co., Ltd. Note 2
Chairman Tsang Supervisor L.H. Yang consanguinity
Electrical Engineering Graduate Institute,
Director Jerry Shen 2008.06 3 2002.05 4,786,767 0.13 6,647,705 0.16 838,332 0.02 0 0 National Taiwan University Note 3 None None None
Manager of ACER
Department of Applied Mathematics,
National Chiao Tung University
Director H.C. Hung 2008.06 3 2002.05 1,712,599 0.05 2,084,163 0.05 0 0 0 0 Junior VP of R&D Department of Lycer Note 4 None None None
Technology
NCTU Electrophysics
Director Ivan Ho 2008.06 3 2008.06 1,148,287 0.03 1,324,325 0.03 20,100,489 0.47 0 0 Junior V.P. of Sales, Silicon Integrated Note 5 None None None
Systems Corp.

16
Electronics Engineering Graduate
Director Tony Chen 2008.06 3 2008.06 657,117 0.02 907,894 0.02 0 0 0 0 Institute, Tufus University (USA) None None None None
Junior V.P. of ACER
Department Of Mathematics, Tamkang
Director Eric Chen 2008.06 3 2008.06 432,509 0.01 716,166 0.02 67,081 0.00 0 0 University Note 6 None None None
Specialist of Shi-Chin Industry
Ph.D of Business Management, National
Supervisor Tze-Kaing 2008.06 3 2005.06 0 0.00 0 0.00 0 0 0 0 Cheng Chi University Note 7 None None None
Yang
President of Hui-Young Venture Capital
Ph.D of Law, Stanford University (U.S.A.)
Supervisor Chung-Jen 2008.06 3 2005.06 8,002 0.00 8,816 0.00 0 0 0 0 Professor of Law School, The World Note 8 None None None
Cheng
University of Journalism
Department of Medicine, China Medical Chairman Jonney
University Shih, 2nd
Supervisor L.H. Yang 2008.06 3 2005.12 20,647,919 0.55 13,385,759 0.32 64,269 0.00 0 0 None
Maternity Director of Shalu Kwong-Tien Vice Jonathan consanguinity
Hospital Chairman Tsang

16
Note 1: Chairman of the following companies: Axus Microsystems Inc., Hua-Cheng Venture Capital Corp., Hua-Min Investment Co., Ltd., GREENASUS RECYCLING CO., LTD(be liquidated), , AGAiT Technology Corp.,
Asustek Holdings, Asus INTL, Asus Holland B.V., Asus Computer Corporation, Central Tec, South Tec, Deep Delight, ASUSCHANNEL, Channel Pilot Limited, Mobostar, and Unimax Holdings
Director of the following companies: ASKEY, SHINEWAVE INTERNATIONAL INC., ASUS TECHNOLOGY INCORPORATION, ACI, SITI,, Youngmen Computer Co., Ltd., TeYang Tech Inc., Ming-Chun
Computer(*), AsiaPacific Intellectual Property Association, SINOCON Industrial Standards Foundation and ASUS EGYPT L.L.C.
Note 2: Chairman of the following companies: ASUS TECHNOLOGY INCORPORATION, UNIMAX ELECTRONICS INC., ASUS TECHNOLOGY PTE LTD., ASUS TECHNOLOGY (HONG KONG) LIMITED, ASUS
Technology Holland B.V., ASUS Technology (Vietnam) Co., LTD., ASUS Middle East FZCO, ASUS KOREA Co., Ltd., ASUS TECHNOLOGY PRIVATE LIMITED and ASUS EGYPT L.L.C.
Director of the following companies: Axus Microsystems Inc., Hua-Cheng Venture Capital Corp. and Hua-Min Investment Co., Ltd.
Note 3: Chairman of the following companies: ASMEDIA TECHNOLOGY INC., Enertronix, Inc., International United Technology Co., Ltd., AGAiT Technology Corp., International United, Enertronix Holding, , Enertronix
International Limited, Aslink Precision Co., Ltd., ASLINK (H.K.) PRECISION CO., LIMITED and AGAiTech Holding Ltd.
Director of the following companies: Axus Microsystems Inc., ASUS TECHNOLOGY INCORPORATION, Hua-Cheng Venture Capital Corp. and Hua-Min Investment Co., Ltd
Supervisor of the following companies: PEGATRON CORPORATION and UNIHAN CORPORATION
Note 4: Current position with the following companies: Chairman of SHINEWAVE INTERNATIONAL INC
Note 5: Director of Asus Computer International, Chairman of PEGATRON TECHNOLOGY SERVICE INC, Director of ASUS SERVICE CANADA and Director of KINSUS CORPORATION.
Director of ASUSTeK who had resigned on March 1, 2010.
Note 6: Chairman of the following companies: ASUS IBERICA S.L., eCareme Technologies, Inc., ASUS COMPUTER GmbH, ASUS COMPUTER Benelux B.V., ASUS POLSKA SP.z.o.o., ASUS Marketing Services Kft.,
ASUSTEK ITALY S.R.L and ASUS SWIZERLAND GmbH.
Note 7: Director of the following companies: Yangtze Associates, Huiyang Private Equity Fund Co., Ltd, RITEK CORPORATION, Bridgewell Incorporation, eTurboTouch Technology Inc.;Independent Supervisor of ASROCK
Incorporation and AUO, Director of TWSE.
Note 8: Independent Director of Wistron, supervisor of Apacer Taiwan, Director of LOTES, and supervisor of Chant Sincere Co., Ltd., and Kinsus Interconnect Technology Corp.
Note 9: The shareholdings stated in the table exclude trust shareholdings that are with the “rights to use” reserved.
Note 10: (*) Standards for the English transliteration of company’s name or individual’s name.

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17
2. Professional knowledge and independence of Directors and Supervisors

With over five years of job experience and the


Independence (Note)
Condition following business qualification
Teachers of Judge, prosecutor, Also an
public or attorney, With job independent
private colleges accountant, or experience in director of
for the subject business commerce, other public
of commerce, salespersons passed law, finance, 1 2 3 4 5 6 7 8 9 10 company
Name
law, finance, national exam & accounting, or
accounting, or certified specialists business
business or technicians
Jonney Shih     0
Jonathan Tsang      0
Jerry Shen        0
H.C. Hung        0
Ivan Ho        0
Tony Chen        0
Eric Chen        0
Tze-Kaing
Yang              2

Chung-Jen
Cheng            1

L.H. Yang        0

Note: Directors and supervisors who have qualified the following conditions two years before being elected and
during the term are to tick the box (“”) of the corresponding condition.
(1)Not an employee of the company or any related party;
(2)Not a director or supervisor of the company or any related party (except for being an independent director of
the company or any related party, or, the subsidiary that is with over 50% shareholding with voting rights held
directly or indirectly by the company);
(3)Does not hold more than 1% of total stock issued directly or indirectly nor a natural shareholder on the top-ten
shareholdings list;
(4)Not the spouse nor a relative within two degrees of lineal consanguinity of an individual falling in the first
three categories;
(5)Not a Director, Supervisor, or employee of the legal shareholder that holds over 5% of total stock issued
directly or indirectly; or on the top-five shareholdings list of the Company;
(6)Not a Director (executive), Supervisor, management, or a shareholder with over 5% shareholdings of a
company or organization that is in business with the Company;
(7)Not an owner, partner, Director, Supervisor, management of a partnership or institution and his/her spouse that
provides commerce, law, finance, accounting and consulting service to the Company or related party;
(8) Not the spouse nor a relative within two degrees of lineal consanguinity of an individual;
(9)Free of any of the behaviors as defined in Article 30 of Company Act;
(10)Not a governmental officer, juridical person or its representative as defined in Article 27 of Company Act.

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18
3. Education and training of directors and supervisors

Training date
Title Name Sponsor Course
Start End
Chairman Jonney Shih Oct 28, 2009 Oct 28, 2009
Vice
Jonathan Tsang Oct 28, 2009 Oct 28, 2009 Accounting The legal obligation,
Chairman
Research and responsive measures, and
Director Jerry Shen Oct 28, 2009 Oct 28, 2009
Development practice analysis for
Director Ivan Ho Oct 28, 2009 Oct 28, 2009
Foundation in “inside trade” of the public
Director H.C. Hung Oct 28, 2009 Oct 28, 2009 Taiwan offering company’s staff
Director Tony Chen Oct 28, 2009 Oct 28, 2009
Supervisor Tze-Kaing Yang Oct 28, 2009 Oct 28, 2009

4. State the name and shareholdings ratio of the directors and supervisors who are an
institutional shareholder; also, the name and shareholding ratio of the top-ten shareholders:
Not applicable since the company’s directors and supervisors are nature persons.

19
19
(II) Information of the management
February 22, 2010
Shareholding Shares held
by other Current Executives who are spouses
Date Shareholding of spouse and persons in position or second consanguinity
Title Name minor Experience (Education) with other
Elected their name
companies
Shares % Shares % Shares % Title Name Relation
Deputy
Chief
Jonney MBA of National Chiao Tung University Chief Jonathan 2nd
Branding 04.30.1994 97,230,543 2.29 0 0 0 0 Note 1
Shih Business Division’s President of ACER Branding Tsang consanguinity
Officer
Officer
Deputy Chief Chief
Jonathan MBA of Houston University Jonney 2nd
Branding 01.12.1999 6,509,803 0.15 0 0 0 0 Note 2 Branding
Tsang President of Youngmen Computer Co., Ltd. Shih consanguinity
Officer Officer
Electrical Engineering Graduate Institute,
President Jerry Shen 04.12.2002 6,647,705 0.16 838,332 0.02 0 0 National Taiwan University Note 3 None None None
Manager of ACER
Department of Applied Mathematics,
National Chiao Tung University
V.P. H.C. Hung 04.12.2002 2,084,163 0.05 0 0 0 0 Note 4 None None None
Junior V.P. of R&D Department of Lycer
Technology
Electronics Engineering Graduate Institute,

20
V.P. Tony Chen 03.10.2008 907,894 0.02 0 0 0 0 Tufus University (USA) None None None None
Junior V.P. of ACER
Department of Electronic Engineering,
V.P. S.Y. Shian 03.10.2008 571,830 0.01 49,995 0.00 0 0 Taiwan industrial Institute College Note 5 None None None
Engineer of Won-Chuan Co. Ltd.
MBA of Santa Clarita University (USA)
V.P. Joe Hsieh 03.10.2008 464,633 0.01 4,406 0.00 0 0 None None None None
Engineer of ASUS (USA)
Electrical Engineering Graduate Institute,
V.P. PC Wang 09.10.2008 528,351 0.01 0 0 0 0 National Taiwan University None None None None
V.P. of MiTAC
Department of Electrical Engineering,
V.P. Henry Yeh 09.10.2008 716,299 0.02 18,655 0.00 0 0 National Taiwan University None None None None
V.P. of TwinHead
Department of Computer Science, National
V.P. Samson Hu 09.10.2008 123,046 0.00 0 0 0 0 Chiao Tung University Note 6 None None None
Junior V.P. of Acer
EMBA, National Chiao Tung University Note 7 None None None
V.P. Benson Lin 06.01.2009 329,617 0.01 30,000 0.00 0 0
Junior V.P. of IBM
Finance & Department of Finance, Drexel University
David
Accounting 07.07.2006 152,329 0.00 246 0.00 0 0 (Philadelphia Pennsylvania) Note 8 None None None
Chang
Officer Staff of Ernst & Young
20
Note 1: Chairman of the following companies: Axus Microsystems Inc., Hua-Cheng Venture Capital Corp., Hua-Min Investment Co., Ltd., GREENASUS RECYCLING CO., LTD(be liquidated), , AGAiT
Technology Corp., Asustek Holdings, Asus INTL, Asus Holland B.V., Asus Computer Corporation, Central Tec, South Tec, Deep Delight, ASUSCHANNEL, Channel Pilot Limited, Mobostar, and Unimax
Holdings
Director of the following companies: ASKEY, SHINEWAVE INTERNATIONAL INC., ASUS TECHNOLOGY INCORPORATION, ACI, SITI,, Youngmen Computer Co., Ltd., TeYang Tech Inc.,
Ming-Chun Computer(*), AsiaPacific Intellectual Property Association, SINOCON Industrial Standards Foundation and ASUS EGYPT L.L.C.
Note 2: Chairman of the following companies: ASUS TECHNOLOGY INCORPORATION, UNIMAX ELECTRONICS INC., ASUS TECHNOLOGY PTE LTD., ASUS TECHNOLOGY (HONG KONG) LIMITED,
ASUS Technology Holland B.V., ASUS Technology (Vietnam) Co., LTD., ASUS Middle East FZCO, ASUS KOREA Co., Ltd., ASUS TECHNOLOGY PRIVATE LIMITED and ASUS EGYPT L.L.C.
Director of the following companies: Axus Microsystems Inc., Hua-Cheng Venture Capital Corp. and Hua-Min Investment Co., Ltd.
Note 3: Chairman of the following companies: ASMEDIA TECHNOLOGY INC., Enertronix, Inc., International United Technology Co., Ltd., International United, Enertronix Holding,, Enertronix International
Limited, Aslink Precision Co., Ltd., ASLINK (H.K.) PRECISION CO., LIMITED and AGAiTech Holding Ltd.
Director of the following companies: Axus Microsystems Inc., ASUS TECHNOLOGY INCORPORATION, Hua-Cheng Venture Capital Corp. and Hua-Min Investment Co., Ltd
Supervisor of the following companies: PEGATRON CORPORATION and UNIHAN CORPORATION
Note 4: Current position with the following companies: Chairman of SHINEWAVE INTERNATIONAL INC.
Note 5: Director of Enertronix Inc.
Note 6: Director of eCareme Technologies, Inc.
Note 7: Director of the following companies: ASUS TECHNOLOGY PTE. LTD., ASUS TECHNOLOGY (HONG KONG) LIMITED, ASUS KOREA CO and Asus Middle East FZCO.
Note 8: Supervisor of the following companies: Hua-Min Investment Co., Ltd. and Hua-Cheng Venture Capital Corp.
Note 9: The shareholdings stated in the table exclude trust shareholdings that are with the “rights to use” reserved.
Note 10: The company did not have stock option issued up to the date of the annual report issued; therefore, the company’s management did not have stock option shares.
Note 11: (*) Standards for the English transliteration of company’s name or individual’s name.

21
21
Education and training of the management

Training Date
Title Name Sponsor Course
Start End
Chief Branding Officer Jonney Shih Oct 28, 2009 Oct 28, 2009
Deputy Chief Branding
Jonathan Tsang Oct 28, 2009 Oct 28, 2009
Officer
President Jerry Shen Oct 28, 2009 Oct 28, 2009
Vice President H.C. Hung Oct 28, 2009 Oct 28, 2009 Accounting Research The legal obligation, responsive measures, and
Vice President Tony Chen Oct 28, 2009 Oct 28, 2009 and Development practice analysis for “inside trade” of the public
Vice President S.Y. Shian Oct 28, 2009 Oct 28, 2009 Foundation in Taiwan offering company’s staff
Vice President Samson Hu Oct 28, 2009 Oct 28, 2009
Vice President Joe Hsieh Oct 28, 2009 Oct 28, 2009
Finance & Accounting
David Chang Oct 28, 2009 Oct 28, 2009
Officer
The competent authorities enforced the “IFRS”
Accounting Research
policy – responsive measures of directors,
Oct 28, 2009 Oct 28, 2009 and Development
supervisors, and advanced management and IFRS
Finance & Accounting Foundation in Taiwan
David Chang advantage study
Officer

22
Accounting Research The impact of minimum tax policy on business and
Oct 28, 2009 Oct 28, 2009 and Development personal wealth & financial planning and practice
Foundation in Taiwan study

22
(III) Remuneration of Directors, Supervisors, President, and Vice President
1. Remuneration of Directors
Remuneration of Directors Remuneration of part-time employees Ratio of
Ratio of A+B+C+D A+B+C+D+E
Employees’ Cash Bonus Derived Employee Stock
Remuneration Pension Remuneration from Business expense to Net income (%) Salary, bonus, and +F+G to Net
Pension (F) From Distributable Earnings (G) Option Remuneration
(A) (B) retained earnings (C) (D) compensation (E) income (%) from the
(Estimated amount) Certificates (H) invested
Name
Title company other
Companies in the
(Note 1) than the
Companies Companies Companies Companies Companies Companies Companies in consolidated Companies Companies in company’s
in the in the in the in the in the in the the The company in the the subsidiary
The The The The The The consolidated
The
consolidated financial The
consolidated
The
consolidate consolidate consolidate consolidate consolidated company
consolidated
company d financial company d financial company d financial company d financial company financial company financial financial statements
company financial company
financial
statements statements statements statements statements statements statements statements
statements
Cash Stock Cash Stock
dividend dividend dividend dividend
Chairman Jonney Shih
Vice
Jonathan Tsang
Chairman

Director Jerry Shen


65,909 65,909 16,745 20,075 37,995 42,903
Director H.C. Hung 0 0 0 0 0 0 0.53% 0.53% 0 0 0 0 0 0 0.97% 1.03% None
thousand thousand thousand thousand thousand thousand
Director Ivan Ho

Director Tony Chen

Director Eric Chen

23
Remuneration Bracket
Name of Directors
Remuneration to directors A+B+C+D A+B+C+D+E+F+G
The company Companies in the consolidated The company Companies in the consolidated
financial statements (I) financial statements (J)
Below 2,000,000
2,000,000~5,000,000 H.C. Hung, Tony Chen H.C. Hung, Tony Chen
5,000,000~10,000,000 Ivan Ho, Eric Chen Ivan Ho, Eric Chen Ivan Ho, Eric Chen Ivan Ho
10,000,000~15,000,000 Jonathan Tsang, Jerry Shen Jonathan Tsang, Jerry Shen H.C. Hung, Tony Chen H.C. Hung, Tony Chen, Eric Chen
15,000,000~30,000,000 Jonney Shih Jonney Shih Jonney Shih, Jonathan Tsang Jonney Shih, Jonathan Tsang
30,000,000~50,000,000 Jerry Shen Jerry Shen
50,000,000~100,000,000
Over 100,000,000
Total
* The content of remuneration disclosed in this table is different from the income defined by Income Tax Law; therefore, this table is used for the purpose of disclosure instead of tax levy.
23
2. Remuneration of Supervisors

Remuneration of Supervisors
Remuneration from Ratio of A+B+C to Net
Remuneration retained earnings Business expense
(A) (C) income
(B) Remuneration from the invested
Title Name company other than the company’s
Companies in Companies in Companies in Companies in
The the consolidated The the consolidated The the consolidated The the consolidated subsidiary
company financial company financial company financial company financial
statements statements statements statements

Supervisor Tze-Kaing Yang

Chung-Jen Cheng 3,935 4,253


Supervisor 0 0 0 0 0.03% 0.03% None
thousand thousand
Supervisor L.H. Yang

Remuneration Bracket
Name of Supervisors

24
Remuneration to supervisors A+B+C
The Company Companies in the consolidated financial statements (E)
Below 2,000,000 Tze-Kaing Yang, Chung-Jen Cheng, L.H. Yang Tze-Kaing Yang, Chung-Jen Cheng, L.H. Yang
2,000,000~5,000,000
5,000,000~10,000,000
10,000,000~15,000,000
15,000,000~30,000,000
30,000,000~50,000,000
50,000,000~100,000,000
Over 100,000,000
Total
*The content of remuneration disclosed in this table is different from the income defined by Income Tax Law; therefore, this table is used for the purpose of disclosure instead
of tax levy.

24
3. Remuneration of President and V.P.

Remuneration Pension Bonus and Employees’ Cash Bonus Derived From Ratio of A+B+C to Employee Stock
(A) (B) compensation (C) Distributable Earnings (G) (Estimated amount) Net income Remuneration
Option Certificates
from the
Companies in the Companies invested
Companies Companies in
Title Name Companies in Companies in The company consolidated in the company other
in the the
The the consolidated The the consolidated The financial statements The The consolidat than the
consolidated consolidated company’s
company financial company financial company financial company company ed
statements statements Cash Stock Cash Stock financial subsidiary
statements financial
dividend dividend dividend dividend statements
statements
Chief Branding
Jonney Shih
Officer
Deputy Chief
Jonathan Tsang
Branding Officer
President Jerry Shen
V.P. H.C. Hung
26,551 27,786 6,373 6,498 69,741 69,741
V.P. Tony Chen 0 0 0 0 0.82% 0.83% 0 0 None
thousand thousand thousand thousand thousand thousand
V.P. S.Y. Shian
V.P. Joe Hsieh
V.P. PC Wang
V.P. Henry Yeh

25
V.P. Samson Hu
V.P. Benson Lin

Remuneration Bracket
Name of President and V.P.
Remuneration of President and V.P.
The Company Companies in the consolidated financial statements (D)
Below 2,000,000
2,000,000~5,000,000
Jonney Shih, Jonathan Tsang, H.C. Hung, Tony Chen, S.Y. Shian, Jonney Shih, Jonathan Tsang, H.C. Hung, Tony Chen, S.Y. Shian,
5,000,000~10,000,000
Joe Hsieh, PC Wang, Henry Yeh, Samson Hu, Benson Lin Joe Hsieh, PC Wang, Henry Yeh, Samson Hu, Benson Lin
10,000,000~15,000,000
15,000,000~30,000,000 Jerry Shen Jerry Shen
30,000,000~50,000,000
50,000,000~100,000,000
Over 100,000,000
Total
*The content of remuneration disclosed in this table is different from the income defined by Income Tax Law; therefore, this table is used for the purpose of disclosure instead of tax levy.

25
�� ���� �� �������� ��� �������� �������� ��� ��� ������������ �� ��������

Cash Dividend
Title Name Stock Dividend Total Ratio of total amount to net income (%)
(estimated amount)
Chief Branding Officer Jonney Shih
Deputy Chief Branding
Jonathan Tsang
Officer
President Jerry Shen
V.P. H.C. Hung
V.P. Tony Chen
V.P. S.Y. Shian
Managers 0 73,096 thousand 73,096 thousand 0.59%
V.P. Joe Hsieh
V.P. PC Wang
V.P. Henry Yeh
V.P. Samson Hu
V.P. Benson Lin
Finance & Accounting
David Chang
Officer

26
(IV) Compare and state the ratio of total remuneration paid to the company’s Directors, Supervisors, President, and V.P. by the company and the companies
in the consolidated financial statements to net income in the last two years; also, describe the policy, standard, and combination of remuneration paid;
moreover, the procedure of defining remuneration and its relation to business performance:
A. Analyze the ratio of the total remuneration paid to the company’s Directors, Supervisors, President, and V.P. in the last two years to net income:
Ratio of the total remuneration paid to the company’s Directors, Supervisors, President,
Year (Note 1)
and V.P. in the last two years to net income
2008 0.86%
2009 1.38%

Note 1: It meant for the year of the income generated.

B. In terms of the company’s remuneration policy, a reasonable remuneration is based on the salary level of the industry and the responsibility and
contribution of each employee.

26
III. Corporate governance

(I) Board of Directors


Board of Directors
The attendance of Directors for the 8 (A) Board Meeting in 2009:
Frequency of
Attendance
Title Name Proxy attendance (%) Remarks
(B)
(B/A)
Chairman Jonney Shih 8 0 100.00
Vice Jonathan
7 1 87.50
Chairman Tsang
Director Jerry Shen 8 0 100.00
Director H.C. Hung 7 1 87.50
Director Ivan Ho 4 2 50.00
Director Tony Chen 7 0 87.50
Director Eric Chen 3 2 37.50
Remarks:
1. For the events stated in SEC Article 14.3 and other opposing or qualified opinion of independent
directors that are recorded or declared in writing: Not applicable since the company does not
have independent directors appointed.
2. Directors who have excused themselves from the meeting due to a conflict of interest: Not
applicable since the company does not have directors who need to have themselves
excluded from the meeting due to a conflict of interest.
3. The goal and the enforcement of reinforcing the function of the board of directors in the most
recent years (for example, setup an Auditing Committee, upgrade information transparency,
etc.): The board of directors had the “Rules Governing the Conduct of Board Meetings”
amended and resolved on April 24, 2008.

(II) The operation of the Auditing Committee or the attendance of supervisors at the board
meeting:

1. Attendance of supervisors at the board meeting


Attendance of supervisors at the board meeting
The attendance of Supervisors for the 8 (A) Board Meeting in 2009:
Frequency of
Attendance
Title Name attendance (%) Remark
(Times) (B)
(B/A)
Supervisor Tze-Kaing Yang 8 100.00
Chung-Jen
Supervisor 7 87.50
Cheng
Supervisor L.H. Yang 4 50.00

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27
Remarks:
I. Composition and responsibility of Supervisors:
(I) Communication between the company’s supervisors and employees and
shareholders: Supervisors may contact and communicate with employees and
shareholders if it is necessary.
(II) Communication between the company’s supervisors and internal chief director and
CPA:
1. Chief auditor is to have the auditing report submitted to the supervisors in the
following month upon the completion of the audit; also, the chief auditor is to
report the audit at the board meeting.
2. Supervisors may communicate with the CPA if it is necessary.
II. For the opinions of the supervisors stated in the board meeting, the date, term, the content of
the case, the resolution reached, and the company’s response to the supervisor’s opinion must
be stated in details:

Statement of Resolution of the


Time Term Subject
supervisors board of directors

Internal control
Proposed
The 2008 evaluation was to
corrective action
9th board “International establish a
Apr 22, was agreed upon
2009
meeting of Control System corrective action
unanimously by
the 8th year Declaration” mechanism for the
the presenting
proposal remedy of
directors
reoccurring events

It was Proposed
Discussed the
recommended in corrective action
10th board bank’s “General
Jul 8, the meeting to was agreed upon
2009
meeting of financing
have the loan unanimously by
the 8th year agreement”
interest rate the presenting
renewal proposal
disclosed directors

2. Operation of audit committee: Not applicable since the Company did not have an
audit committee setup.

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28
(III) Corporate governance and the deviation from the Rules Governing Listed & OTC corporate governance and the causes

Deviation from the Rules Governing Listed


Item Operation
& OTC corporate governance and the causes
1. Equity structure and shareholders’ equity
(1) The way the company processes the suggestion and 1. The spokesman is designated. Stock agent is to process stock affairs. No deviation
disputes of shareholders
2. The main shareholders of the company and the responsible personnel
(2) The main shareholders of the company and the responsible of the main shareholders are in the shareholders’ roster and the No deviation
personnel of the main shareholders company is to have a good relation kept with them.

(3) The company establishes the business risk control 3. The company has established risk control mechanism and firewall in No deviation
mechanism and firewall with the related party accordance with the “Corporate Governance Law of Subsidiary,”
“Loans and Endorsement and Guarantee Procedures,” and “Assets
Acquisition and/or Disposition Procedure.”
2. The formation and the responsibility of the board of directors
(1) The independent directors of the company 1. Not yet setup Under consideration

(2) Evaluate the independence of the independent auditor 2. The CPA’s independence must be evaluated periodically. The No deviation
periodically company’s Board of Directors has the CPAs contracted.

29
3. Establish a communication channel with the related party There are proper communication channels available by phone and No deviation
e-mail.
4. Publication of information
(1) The company has a website setup to disclose financial 1. The company has a website (http://www.asus.com) setup to disclose No deviation
information and business management financial information and business management (relationship with
investors) and to explain the corporate governance of the company
to the investors in the shareholders meeting and public offering
meeting.
(2) The company has adopted other information disclosure No deviation
methods (for example, setup website in English, designate 2. Designate personnel to collect and disclose information of the
personnel to collect and disclose information of the company; also, substantiate the spokespersons system to
company, substantiate the spokesman system, and publish communicate to the public.
the public offering meeting on the website)
5. The operation of the company’s nomination, remuneration, The company has not had a nomination or remuneration committee Under consideration
and other functional committees organized.

29
Deviation from the Rules Governing Listed
Item Operation
& OTC corporate governance and the causes
6. If the company has corporate governance rules stipulated according to the “Rules governing Listed/OTC corporate governance,” please state the variation of the business operation
from the rules:
The company’s corporate governance rules are in planning; however, directors and supervisors have exercised their obligations and internal control system in accordance with the
spirit and regulation of the “Rules governing Listed/OTC corporate governance.”
7. Other information that helps understand the corporate governance (for example, advanced study of directors and supervisors, attendance of directors and supervisors for board
meeting, enforcement of risk management policy and risk measurement standards, protection for consumers and customers, director’s excusing himself/herself from a case involving
conflict of interest, liability insurance acquired for directors and supervisors, and corporate social responsibilities):
1. Directors and supervisors usually attend the board meeting for discussion unless there is a reason not to. Directors must be excused from a case involving conflict of interest
according to the “Rules Governing the Conduct of Board Meetings.” The resolutions of the Board of Directors are disclosed in the Market Observation Post System by law.
2. Liability insurance is acquired for directors and supervisors according to the Articles of Incorporation.
3. In order to improve the governance of the Board of Directors, substantiate the function of supervision, and reinforce the mechanism of governance, the company has the
“Regulations Governing the Conduct of Board Meetings” stipulated in accordance with “Rules Governing the Conduct of Board Meeting by Public Company” for the
reference of the competent authority.
4. The company has repair and maintenance stations and consumer’s hot line setup nationwide for protecting the interest of consumers. The company has an agreement signed
with each customer before providing services and products to them.
5. The company obeys law, maintains a good labor relation, provides job opportunity, builds up brand name, expands exporting business, and fulfills corporate social
responsibility.
6. The company is to have other corporate governances promoted and substantiated gradually in accordance with the current condition and regulations.
8. If there is an internal evaluation report or an independent appraisal report furnished on corporate governance, the internal (external) performance evaluation report must be furnished

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with the nonconformities (or suggestions) and corrective actions detailed: N/A

30
(IV) Operation of the remuneration committee: Not applicable since the company did not
have a remuneration committee setup.

(V) Fulfillment of social responsibility


Since Corporate Social Responsibility (CSR) is becoming one of the indexes used for
assessing enterprise’s perpetual development, ASUS’s responsibility for social
environment, in addition to the original environmental management including air,
sewage, waste, hazard substance, noise, and energy-saving measures and control
includes labor safety and health risk evaluation and measures, labor’s interest promotion,
balanced work and leisure, free of discrimination, free of sexual harassment and abuse,
occupational safety and employee’s mental and physical health, obedience of business
morale, intellectual property right, the protection of business secrets, and community
watch. ASUS had SERASUS organized in July 2006 to promote corporate social
responsibility with the international certification of ISO14001 Environmental
Management System and OHSAS 18001 Occupational Safety and Health Management
System.

The scope of SERASUS is based on the spirit of EICC to integrate the standard
requirements of environment, safety, and health, labor and business moral as the
structure of management system and is in conformity with the company’s social
responsibility policy:
1. Obeying environmental protection and labor safety and health regulations
2. Cherishing natural resources and enforcing pollution prevention aggressively
3. Minimizing environmental impact and safety and health risk
4. Satisfying customer’s demand and realizing green enterprises
5. Promote corporate social responsibility comprehensively
6. Full participation and continuing improvement
The company’s promoting corporate social responsibility:
(1) Establish SERASUS organization and promote corporate social responsibility
(2) Complete SERASUS regulations and enforce internal audit
(3) Conduct supplier’s promotion, investigation, and consultation
(4) Continuing improvement and perpetual operation

In terms of human right, ASUS has strong belief in humanity and care for employees.
ASUS has honored the requirement of age, local regulations, and EIC in recruitment and
without discrimination of race, sex, age, political party, religion, and handicap. ASUS
takes good care of and protect the work and living conditions of employees and with
comprehensive training and self-development provided to employees. ASUS has
declared the human right policy in accordance with the Declaration of Human Right of
the United Nations:
1.No child labor: In conformity with the low and requirement of minimum age;
therefore, no child labor.
2.In conformity with the minimum wage: Provide employees with the minimum wage
or better than local minimum wage and welfare.
3.Working hours: Provide employees with the benefit of leave with pay periodically.
Labor will not be forced to work over the maximum working hours regulated by
local law. In conformity with the requirement of overtime wages or necessary
compensation.

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4.No discrimination: No discrimination of race, skin color, age, sex, sexual orientation,
race, religion, disability, union, or political preference. All men and women are equal
and are entitled to protection and free of discrimination.
5. Free of inhuman treatment: Harassment and/or physical abuse is prohibited.
6.No forced labor: ASUS products or service will not be provided by forced, restrained,
or involuntary prison workers. All employed workers for ASUS products and service
work at their own free will.
7.Health and safety: Provide employees with a trustworthy, respectful, healthy, and
safe working environment.
8.Employee’s training and self-development: Provide facility, training program, time,
and grants to support employee’s occupational development.

ASUS has taken part of social charity activity from time to time to fulfill corporate
social responsibility in addition to providing basic protection. ASUS has based its
long-term orientation and goal on “shortening digital gap,” “upgrading innovative
ability,” “incubating science and technology talents,” “promoting industry and
academy collaboration,” and “promoting environmental protection and energy saving.”
ASUS has ASUS Foundation setup in 2008 to have resources integrated effectively
and to feedback the society with substantiated action for the fulfillment of corporate
social responsibility. Activities promoted by ASUS and ASUS Foundation in 2009:

1. Sponsoring culture/art/music activities:


(1) Sponsor Daai TV for the production and educational promotion of humanity
cleansing programs.
(2) Cooperate with Public TV arranging the 2010 2nd 99 series national
documentary tournament with the theme of “Heart Touching – Taiwan’s
Vitality.”
(3) Duplicating the successful sponsorship with the Museum of Contemporary Art
Taipei in 2008, ASUS Foundation loans ASUS products free of charge to the
artists and organizers of the Museum of Contemporary Art Taipei. ASUS
Foundation had sponsored eleven domestic and international contemporary art
exhibitions in 2009 with 270,000 visitors recorded including the most
representatives of “Taipei Arts Festival – 4th” and “Between the Strait Visual
Attack and Animation Team Exhibition.”
(4) Work with the Cowparada Taipei 2009 held by Council for Cultural Affairs /
Department of Cultural Affairs Taipei City Government / Taichung City
Government to promote public arts. ASUS Foundation offers financial
sponsorship and the “three encierro” design by ASUS MID to the activities and
children beauty and art promotion programs.
(5) Take part in “PayEasy taking care of farmers” activity continuously. ASUS
Foundation adopted oranges in 2008; toxic-free 0.5-heacter rice field of Farmer
L.B. Wang in 2009 that was scheduled for delivery on February 25, 2010.
2. Shortening digital divide:
(1) Overseas
a. Work with ADOC Secretary General and local nonprofit organization to
setup one digital learning center in Indonesia and two digital learning centers
and two digital learning automobiles in Philippines to offer equal
opportunities to minority and youth and children in remote area in order to
shorten digital divide.

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32
b. Sponsor ADOC private office producing documentary and publishing books
to promote and share experience in shortening digital divide nationally and
internationally.
(2) Domestic
a. Work with ETMALL arranging “Infinite love, online tribe” activity to
donate 135 computers to 17 tribe elementary schools in order to help
modernize and better computer teaching equipment of schools in remote
area.
b. Work with National Tsing Hua University to arrange “2009 Indigene ASUS
Science Teaching Award – Online Science Exhibition” in order to combine
and promote indigene culture with science education.
c. Work with Microsoft to promote digital phoenix plan with 55 AUSU
notebooks donated by ASUS Foundation, teaching materials provided by
Microsoft, and teachers assigned by R.O.C. eCommerce Development
Association. The digital phoenix plan was to help female inmates in the three
jailhouse of Taoyuan, Taichung, and Kaohsiung learns computer skills so
they could earn a living after returning to the society. The class was
scheduled in February 2010.
d. The company had enforced the “Recycling Green Marketing Ongoing
Development Plan” in July 2008 ~ December 2009 to provide consumers in
Taiwan with B2C and state-run and private groups with B2B computer
recycling service. The recycled computers were repaired and tested before
donating them to elementary school and junior high school students in
remote area in order to help upgrade information availability in remote areas
and shorten digital divide. ASUSTeK promoted the “Computer Recycling
Project of Hope” to combine environmental protection and social charity;
also, to substantiate enterprises’ social responsibility. Please refer to the
website at (http://recycling.asus.com) for the “Computer Recycling Project
of Hope” in details.
3. Environmental conservation:
(1) Sponsor Public TV with NT$500,000 to film a documentary “Eight Thousand
Miles Away From Home” on black-faced spoonbill for promoting green
environment education.
(2) Work with Public TV to hold national environmental protection documentary
tournament “Environmental Protection 99 for Beautiful Earth” to upgrade
environmental awakening. There were close to one thousand contestants with
500 works submitted for competition in February and award ceremony in April.
The awarded works were filmed in a DVD for free circulation to environmental
protection and education institutes.
(3) Hold environmental protection and recycling, prize contests, environmental
protection hand-made soap, and mercy donation… activities on 422 “Global
Earth Day” every year.
(4) Work with Forestry Bureau on Arbor Day to hold plantation, green environment
activities.
(5) Summon employees to join the “Clean Coastline and Beautiful Home” voluntary
activity and work with the community to clean up the neighborhood and to care
of the earth.
4. Cooperation between industry and academia
(1)Offer scholarship and financial aid to Tsing Hua University and Zhejiang
University to help incubate science and technology talents for the nation.

33
(2) Work with Public TV to host 2010 Campus Speech activities; also, upgrade and
inspire young individual’s creativity and potential.
5. Care for employees:
Arrange Employee Assistance Program (EAP) psychological counseling, free
eyesight, muscle, and bones check up, arranging H1N1 vaccine injection onsite, and
obeying the operating concept of “incubation, cherish, and care for employees.”
6. Care for minority:
(1) “Children Are Us” Bakery stationed in the food court of the headquarters with
job opportunities for minority. ASUSTeK included “Children Are Us” on the
payroll as a way to care for and feedback the society.
(2) Sponsor the Matthew Lien concert of HiNet for fund raising for children who
need help. ASUS Foundation donated ASUS Bamboo Notebook for rummage
sales.
(3) Take care of senior citizens in remote community. Work with Hondao Senior
Citizen’s Welfare Foundation and Taiwan Cycling & Health R&D Center to
host the “Community Digital Exercise Group, Senior Citizen eCommunity.” The
first class was held in Taichung Sunchaio Community with the ASUS products
provided by ASUS Foundation, health equipment developed by Taiwan Cycling
& Health R&D Center, and exercise courses designed by volunteers and social
workers of Hondao Senior Citizen’s Welfare Foundation to help senior citizens
stretch out and stay healthy.
(4) For helping local enterprises fulfill social responsibility, invite social welfare and
charity groups and minority to hold rummage sales at the company.
7. Offer aids:
(1) ASUSTeK announced to join the “August 8 Flood Relief Program” on August
12, 2009. ASUS fellows initiated the “donating one-day income” activity
voluntarily.
(2) Make an announcement with Acer, INTC-US Taiwan, and MSFT-US Taiwan to
donate 4,500 computers and software to the schools and communities destructed
by Typhoon Morakot in seven schools and communities. Assist with the
education and community development of the disaster area after Typhoon
Morakot through the assistance of The Red Cross Society of the Republic of
China and Taiwan Association for Educational Communications and
Technology.

ASUS’s fulfillment of corporate social responsibility:


1. ASUSTeK was awarded with the “Enterprise Health Excellence Award” of Taipei
City in 2009 and the “Health Promotion Logo” of Bureau of Health Promotion,
Department of Health R.O.C. (Taiwan); also, was the first enterprise to receive the
“Nutrition Health Award”.
2. ASUSTeK attended Taiwan’s enterprise ongoing report contest and was awarded
with the “Award of Excellence.”
3. ASUSTeK published the 2008 ASUS Ongoing Report in accordance with Global
Reporting Initiative G3, GRI G3 in 2009. GRI verified the 2008 ASUS Ongoing
Report in conformity with GRI B Standard and it was affixed with the
GRI-checked logo.
4. ASUS joined the “CSR Taiwanese Enterprises’ Social Responsibility” rating by
Cheers for the first time in 2008 and it was awarded with the CSR Excellence

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34
Award in the category of technology; also, ASUS attended the “Enterprises
Citizens” rating by Cheers and was ranked the TOP-50 Enterprises Citizen.
5. ASUS published the “2007 Enterprise Ongoing Report” for the first time in 2008 in
accordance with GRI G3; also, online questionnaires were made available to
inspire the stakeholders getting involved.
6. ASUS was invited to attend the Carbon Disclosure Project (CDP) in 2008 and with
the CDP questionnaires replied for the first time disclosing ASUSTeK’s responsive
measures to global warming issue.
7. ASUSTek was awarded with the “Enterprises Ongoing Business Development
First Prize” by the Executive Yuan on December 3, 2007. Consumers’ faith in
ASUSTeK’s products was reinforced with the said award. ASUSTeK’s quality is
as sound as a rock and does meet environmental protection standards. It is the way
ASUSTeK fulfilled its business commitment to consumers.
8. ASUSTeK was awarded with a “B+” of the “computer and computer peripherals”
category in Oekom in 2007, which was the highest rank among the international
brands in competition.
Please visit the website of ASUS at http://csr.asus.com/english/ for the updated
information of corporate social responsibility.
Please refer to the following website for ASUS’s 2008 business operation report
(Chinese) (English)
http://csr.asus.com/english/file/ASUS_CSR_2008_CHN.pdf
http://csr.asus.com/english/file/ASUS_CSR_2008_EN.pdf

(VI) The company does not have corporate governance rules and regulations defined; therefore, it is
not applicable.

(VII) Other important information that helps understand corporate governance:


ASUSTeK has the “International Material Information Processing Procedure”
stipulated for establishing excellence internal material data processing and disclosure
mechanism, avoiding unauthorized information disclosure, and ensuring ASUSTeK’s
information published in consistence and accurately. The “International Material
Information Processing Procedure” was resolved by the directors of board on
December 25, 2009. ASUSTeK informs directors, supervisors, managers, and
employees at least once a year by the company’s internet, agreement and education
and training courses notice regarding the education of the operating procedure and
governing regulations.

Please refer to the “internal rules” of “corporate governance” on the company’s


homepage for the operating procedure in details: http://tw.asus.com/investor.aspx

(VIII) Enforcement of internal control


1. Declaration of Internal Control: Please refer to Page 234.
2. If the company is requested by the SEC to retain CPA’s service for examining internal
control system, the Independent Auditor’s Report must be disclosed: None

(IX) The punishment delivered to the company and the staff of the company, or, the punishment
delivered by the company to the staff for a violation of internal control system, the major
nonconformity, and the corrective action in the most recent years and up to the date of the
annual report printed: None

35
(X) Resolutions reached in the Shareholders’ Meeting or by the board of directors in the most recent
years and up to the date of the annual report printed:
1. The important resolutions of the general shareholder meeting:
Time Subjects Enforcement
06.16.2009 1. The company’s 2008 financial statements
were resolved in the board meeting and
audited by the supervisors and CPAs.
The proposal was passed in the meeting
unanimously upon the inquiry of the
presiding chairman.
2. The company’s 2008 distribution of The base date for
retained earnings was presented for dividend distribution was
recognition. scheduled on August 24,
The proposal was passed in the meeting 2009 and with cash
unanimously upon the inquiry of the dividend distributed on
presiding chairman. September 30, 2009.
3. The company’s 2008 issuance of stock The base date for
shares for capitalization from employee’s dividend distribution was
bonus was presented for recognition. scheduled on August 24,
The proposal was passed in the meeting 2009 and with stock
unanimously upon the inquiry of the certified listed on
presiding chairman. September 30, 2009 for
the capitalization.
4. Some provisions of the”Operating It is operated in
procedure for Loaning of Funds and accordance with the
Making of Endorsement” would be amended operating
amended in accordance with the procedure.
amendment of the governing regulations.
The proposal was passed in the meeting
unanimously upon the inquiry of the
presiding chairman.
02.09.2010 1. The OEM business of the company that It was enforced in
was held in the form of long-term equity accordance with the
investment was planned for business splitting proposal
splitting. resolved.
The proposal was passed in the meeting
unanimously upon the inquiry of the
presiding chairman.
2. The company’s splitting and It was enforced in
de-capitalization proposal accordance with the
The proposal was passed in the meeting de-capitalization proposal
unanimously upon the inquiry of the resolved. The base date
presiding chairman. for de-capitalization was
temporarily scheduled on
June 01, 2010 up to the
print of the annual report.

36
36
2. The important resolutions of the Board of Directors:
Time Subjects
07.08.2009 1. The base date for de-capitalization from the cancellation of the
company’s Treasury stock was scheduled on July 07, 2009.
2. The base date for the issuance of stock share and the distribution of cash
dividend for the capitalization from retained earnings in 2008 was
scheduled on August 24, 2009.
08.26.2009 1. Recognized the company’s financial statements and consolidated
financial statements in the first half year of 2009.
2. It was resolved to retain the service of KPMG International Standards
Group with CPA S.F. Yeng and CPA G.L. Yu retained since the second
half year of 2009.
3. The company’s IFRS transfer plan and progress report
10.28.2009 Defined loan interest rate of loans granted to CastleNet Technology, Nova,
and Cosmos by ASUSTeK’s subsidiary, ATEN (Soochow).
12.11.2009 1. Resolved to have the OEM business of the company held in the form of
long-term equity investment and with the related business splitting
processed; also, proposed it to the shareholders meeting for discussion.
2. Resolved the company’s splitting and de-capitalization proposal; also,
proposed it to the shareholders meeting for discussion.
3. Resolved to pass the Articles of Incorporation of the new incorporation;
also, proposed it to the shareholders meeting for discussion.
4. Resolved to elect the directors and supervisors for the new
incorporation; also, proposed it to the shareholders meeting for
discussion.
5. 5. Resolved to summon the company’s first extraordinary shareholders
meeting in 2010.
12.25.2009 1. Resolved to have the Company invested indirectly to setup “ASUS
(China) Holdings.”
2. Resolved to pass the company’s “Internal Material Information
Processing Procedure.”
3. 3. Resolved to pass the company’s “2010 Auditing Plan” proposed.
01.01.2010 1. Resolved to revoke the company’s directors and supervisors of the new
incorporation elected in the board meeting dated December 11, 2009.
2. Resolved to modify the reasons for summoning the company’s first
extraordinary shareholders meeting in 2010.
01.28.2010 1. Resolved the date and subjects of general shareholders meeting in 2010.
2. Resolved the company was to process shareholder’s proposal in the
shareholders meeting in 2010.
3. Resolved to have the company’s first convertible bond in Taiwan ceased
transferring.
03.12.2010 1. Briefed the company’s 2009 business operation report.
2. Briefed the shareholder’s proposals processed in the company’s general
shareholders meeting.
3. Passed the proposal for the replacement of the company’s CPAs (due to
the internal restructure of the CPA Firm).
4. Recognized the company’s 2009 financial statements and consolidated
financial statements.
5. Recognized the company’s 2009 distribution of retained earrings.
6. Passed the company’s “Articles of Incorporation” amendment.

37
Time Subjects
7. Passed the company’s 2009 “Declaration of Internal Control System.”
8. Resolved to change the reasons for summoning shareholders meeting in
2010.

(XI) The directors or supervisors who have objected to the resolutions reached by the board of
directors and the objections are recorded or declared in writing in the most recent years and up
to the date of the annual report printed: None

(XII) The resignation or discharge of personnel who are responsible for financial statements in the
most recent years and up to the date of the annual report printed: None

IV. CPAs fees


CPA firm CPA Auditing period Note
ERNST & YANG ASUSTek has
LEE MING-YU Jan 1, 2009~Jun 30, 2009
YOUNG CHIH-HUEI retained the
KPMG YEN HSIN-FU YU CHI-LUNG Jul 1, 2009~Sep 30, 2009 service of KPMG
in response to the
consideration of
Oct 1, 2009~Dec 31, integrated
KPMG YEN HSIN-FU LO JUI-LAN buisness
2009
management and
development.

The tem of CPAs fee


Amount bracket Auditing fees Non-auditing fees Total

1 Below 2,000 thousand


2 2,000 thousands(included)~4,000 thousand
3 4,000 thousands(included)~6,000 thousand V
4 6,000 thousands(included)~8,000 thousand V
5 8,000 thousands(included)~10,000 thousand
6 Over 10,000 thousand(included) V

(I) The non-auditing fees paid to CPAs, CPA firm, and the CPA firm’s related party accounted for
over a quarter of the total auditing fees, the auditing amount and non-auditing amount; also, the
non-auditing service must be disclosed:

Non-auditing fees
CPA firm Auditing Auditing
CPA Industrial Note
(Note 1) fees Others period
System and Human
design commercial resources (Note 2) Total
registration
1. ASUSTek has retained the
service of KPMG in response
LEE to the consideration of
Jan 1,
ERNST & MING-YU integrated buisness
2,700 0 226 0 200 426 2009~Jun 30, management and development.
YOUNG
2009 2. Non-auditing service includes
YANG profit business income tax
CHIH-HUEI withhelding
YEN Jul 1, 2009~ Non-auditing service includes
KPMG 3,850 0 0 0 5,500 5,500
HSIN-FU Dec 31, 2009 spliting service, pricing transfer,

38
38
YU and administrative measures
CHI-LUNG

LO JUI-LAN

Note 1: If the company has retained the service of another CPA Firm or CPAs, the auditing period must
be detailed and with the reason for the change of CPA service detailed in the note. The
infomraiton of auditing fees, the auditing amount and non-auditing amount; also, the
non-auditing service must be disclose.
Note 2: The information of non-auditing service must be disclosed in details. If the “others” of the
non-auditing service amounts over 25% of the non-auditing amount, the content of service
must be detailed in the note.

(II) If the auditing fee paid in the year retaining service from another CPA Firm is less than the
auditing fee paid in the year before, the amount of auditing fee before and after the change of
CPA Firm and the reasons for the said change must be disclosed: None

(III) If the auditing fee paid in the year retaining service from another CPA Firm is over 15% less
than the auditing fee paid in the year before, the amount and ratio of auditing fee reduced and
the reasons for the said change must be disclosed: Not applicable since the company’s auditing
fee paid in 2009 was not over 15% less than the auditing fee paid in 2008.

V. CPA’s information:
(I) Former CPAs
Date of change Aug 26, 2009
Reasons and explanation In response to the company’s integrated business management and
of changes development

Client
State whether the CPA Consignor
appointment is Status
terminated or rejected by Appointment terminated V
the consignor or CPAs automatically
Appointment rejected
(discontinued)
The opinions other than
unqualified opinion
issued in the last two None
years and the reasons for
the said opinions
Accounting principle or practice
Disclosure of financial statements
Yes
Auditing scope or procedures
Is there any difference in
opinion with the issuer Others
No V

Explanation

Supplementary disclosure
None
(disclosures specified in Article 10.5.1.4 of the standards)

39
(II) Successor CPAs

CPA firm KPMG

CPA YEN HSIN-FU, YU CHI-LUNG

Date of Appointment Oct 6, 2009

Inquiry made on the accounting process of specific None


transactions, accounting principle, and possible opinions
issued on the financial statements, and the result

Written opinions of the successing CPAs that are different


from the former CPA’s opinions None

(III) The reply of former CPAs on Article 10.5.1 and Article 10.5.2.3 of the standards: None

VI. If the chairman, president, and financial or accounting manager of the company who
had worked for the independent auditor or the related party in the most recent year,
the name, title, and the term with the independent auditor or the related party must be
disclosed: None

VII. Information on Net Change in Shareholding and Net Change in Shares Pledged by
Directors, Supervisors, Department Heads and Shareholders of 10% Shareholding or
More:
(1) Information on Net Change in Shareholding
2009 As of February 22 (Note 2)
Title Name Net Change in Net Change in Net Change in Net Change in
Shareholding Share Pledged Shareholding Share Pledged
Chairman & Chief
Jonney Shih 413,633 0 0 0
Branding Officer
Vice Chairman &
Deputy Chief Jonathan Tsang 112,794 0 0 0
Branding Officer
Director & President Jerry Shen 445,020 0 0 0

Director & V.P. H.C. Hung 73,815 0 0 0


Director Ivan Ho 62,523 0 0 0
Director & V.P. Tony Chen 75,191 0 0 0
Director Eric Chen 130,464 0 0 0
Supervisor Tze-Kaing Yang 0 0 0 0

Supervisor Chung-Jen Cheng 17 0 0 0

Supervisor L.H. Yang 26,718 0 0 0

V.P. S.Y. Shian (62,726) 0 (54,000) 0

V.P. Joe Hsieh 45,016 0 (36,000) 0

V.P. PC Wang 151,509 0 (10,000) 0

V.P. Henry Yeh 71,019 0 0 0

40
2009 As of February 22 (Note 2)
Title Name Net Change in Net Change in Net Change in Net Change in
Shareholding Share Pledged Shareholding Share Pledged

V.P. Samson Hu (175,285) 0 0 0

V.P. Benson Lin 111,579 0


Finance &
David Chang 78,620 0 0 0
Accounting Officer
Note 1: The parties involved in shares transfer or equity pledge are known as the related party and they must
have the following forms filled out.
Note 2: The data collected up to February 22, 2010 were included in the report that was printed on March 22,
2010 for data accuracy.
Note 3: V.P., Samson Hu, filed the transfer of trusted 300,000 shares on December 8, 2009. Vice President, Mr.
C.L. Lin reported to duty on June 1, 2009.

(2) Information of shares transferred: There is no party involved in shares transfer known as the
related party.

(3) Information of equity pledged: There is no party involved in equity pledge knows as the related
party.

VIII. The relation of the top ten shareholders as defined in the Finance Standard Article 6:
The relation and
Shares held name of the top
Shareholding of by other ten shareholders as
Shareholding spouse and minor persons in defined in the
Name
their name Finance Standard
Article 6
Shares % Shares % Shares % Name Relation
ASUS’s
Certificate of
Depository with 169,065,935 3.98% 0 0 0 0 None None
CitiBank
Ted Hsu 130,349,192 3.07% 52,364,252 1.23% 0 0 None None

Wayne Hsieh 101,129,266 2.38% 0 0 0 0 None None

Jonney Shih 97,230,543 2.29% 0 0 0 0 None None

T.H. Tung 84,303,938 1.99% 28,438,228 0.67% 0 0 None None

ChungHwa Post
69,731,172 1.64% 0 0 0 0 None None
Co., Ltd.
Jonney Shih’s
trust account
60,000,000 1.41% 0 0 0 0 None None
with the First
Bank
Rabobank’s
investment
account of 55,062,713 1.30% 0 0 0 0 None None
CitiBank
(Taiwan)

41
41
The relation and
Shares held name of the top
Shareholding of by other ten shareholders as
Shareholding spouse and minor persons in defined in the
Name
their name Finance Standard
Article 6
Shares % Shares % Shares % Name Relation
Civil Servants
Pension Fund 51,575,426 1.21% 0 0 0 0 None None
Commission
T.S. Tong’s trust
account with 50,000,000 1.18% 0 0 0 0 None None
Chinatrust
Note: The shareholdings stated in the table exclude trust shareholdings that are with the “rights to
use” reserved.

IX. Investments of Directors, Supervisors, Managers and directly or indirectly controlled


business on the reinvested business and the total shareholding ratio:

Total Shareholding Ratio


Baseline date: 12.31.2009, Unit: Share; %
Investments from
Directors, Supervisors,
Investment of the
Managers and directly Total Investment
Reinvestment Company
or Indirectly Controlled
Business
Shares % Shares % Shares %
ASUS TECHNOLOGY
19,000,000 100.00 19,000,000 100.00
INCORPORATION
PEGATRON CORPORATION 2,286,053,935 100.00 2,286,053,935 100.00
Pegatron International Investment Co.,
10,000 100.00 10,000 100.00
Ltd.
Askey Computer Corporation 815,640,733 100.00 815,640,733 100.00
Enertronix, Inc. 40,238,437 100.00 40,238,437 100.00
AGAiT Technology Corporation 20,000,000 100.00 20,000,000 100.00
Hua-Cheng Venture Capital Corp. 80,000,000 100.00 80,000,000 100.00
Hua-Min Investment Co., Ltd. 20,000,000 100.00 20,000,000 100.00
AXUS MICROSYSTEMS INC. 10,046,980 85.00 10,046,980 85.00
eCareme Technologies, Inc. 7,700,000 77.00 7,700,000 77.00
ASMEDIA TECHNOLOGY INC. 24,193,000 60.48 24,193,000 60.48
International United Technology Co., Ltd. 14,181,707 56.73 14,181,707 56.73
SHINEWAVE INTERNATIONAL INC. 5,469,750 51.00 5,469,750 51.00
ADVANTECH Co., Ltd. 76,109,051 14.75 76,109,051 14.75
UNIMAX ELECTRONICS INC. 21,300,000 100.00 21,300,000 100.00
AzureWave Technologies, Inc. 7,800,000 8.64 42,895,846 47.52 50,695,846 56.16
GREENASUS RECYCLING CO., LTD.
100,000 100.00 100,000 100.00
(be liquidated)
Jie-Li Technology Co., Ltd. 2,425,000 9.70 4,850,000 19.40 7,275,000 29.10

42
42
Investments from
Directors, Supervisors,
Investment of the
Managers and directly Total Investment
Reinvestment Company
or Indirectly Controlled
Business
Shares % Shares % Shares %
Yu-Lian Technology Co., Ltd. 5,000,000 25.00 5,000,000 25.00
United Microelectronics Corporation 4,142,260 0.03 4,142,260 0.03
ENE Technology Inc. 1,658,776 2.22 1,105,851 1.48 2,764,627 3.70
Alcor Micro Corp. 1,099,879 1.46 2,349,879 3.12 3,449,758 4.58
Kwong-Yuan Investment Co., Ltd. 10,000,000 7.81 10,000,000 7.81
D-LINK CORPORATION 12,116,840 1.87 12,424,740 1.92 24,541,580 3.79
PRIME VIEW INTERNATIONAL CO.,
621,084 0.07 621,084 0.07
LTD.
Edison Opto Corporation 500,000 0.75 500,000 0.75
Nuvoton Technology Corporation 2,500,000 1.25 2,500,000 1.25 5,000,000 2.50
YUAN-SHENG Technology Co., Ltd.(*) 1,500,000 10.00 1,500,000 10.00
APAQ Technology Co., Ltd. 11,063,163 18.91 11,063,163 18.91
uPI Semiconductor Corp. 1,500,000 6.00 1,500,000 6.00
MStar Semiconductor Inc. 2,798,000 0.79 2,798,000 0.79
Pu-Chi Technology Co., Ltd. - 100.00 - 100.00
ASUS COMPUTER INTERNATIONAL 50,000 100.00 50,000 100.00
Asus Holland B. V. 3,000,000 100.00 3,000,000 100.00
ASUS INTERNATIONAL LTD 89,730,042 100.00 89,730,042 100.00
Asustek Holdings Limited 53,452,104 100.00 53,452,104 100.00
ASUSCHANNEL Corp. 50,000 100.00 50,000 100.00
Azurewave (Cayman) Holding Inc.
- 9.13 - 51.32 - 60.45
(be liquidated)
CHANNEL PILOT LIMITED 30,033,000 100.00 30,033,000 100.00
ASUS TECHNOLOGY PTE. LIMITED 30,002,500 100.00 30,002,500 100.00
Asus Middle East FZCO 5 100.00 5 100.00
ASUS COMPUTER GmbH - 100.00 - 100.00
ASUS COMPUTER Benelux B.V. - 100.00 - 100.00
ASUS FRANCE SARL - 100.00 - 100.00
ASUSTEK (UK) LIMITED - 100.00 - 100.00
ASUS TECHNOLOGY (HONG KONG)
500,000 100.00 500,000 100.00
LIMITED
ASUS KOREA Co., Ltd. 358,433 100.00 358,433 100.00
ASUSTEK COMPUTER (SINGAPORE)
20,002 100.00 20,002 100.00
PTE, LTD.
ASUS Polska Sp. z o.o. 1,000 100.00 1,000 100.00
ASUS Technology Private Limited 8,040,797 100.00 8,040,797 100.00
ASUS Technology Holland B.V. 200,000 100.00 200,000 100.00
ASUS Technology (Vietnam) Co., LTD. - 100.00 - 100.00

43
Investments from
Directors, Supervisors,
Investment of the
Managers and directly Total Investment
Reinvestment Company
or Indirectly Controlled
Business
Shares % Shares % Shares %
ASUSTEK ITALY S.R.L. - 100.00 - 100.00
ASUS IBERICA S.L. 3,000 100.00 3,000 100.00
ASUS Technology (Suzhou) Co. Ltd. - 100.00 - 100.00
Asus Japan Incorporation 500 100.00 500 100.00
ASUS COMPUTER Czech Republic s.r.o. - 100.00 - 100.00
ASUSTEK COMPUTER (SHANGHAI) CO.
LTD.
- 100.00 - 100.00
ASUS EGYPT L.L.C. - 100.00 - 100.00
ASUS Hungary Services Limited Liability
- 100.00 - 100.00
Company
ASUS PORTUGAL, SOCIEDADE
30,000 100.00 30,000 100.00
UNIPESSOAL LDA
Asus Switzerland GmbH 800 100.00 800 100.00
Askey International Corp. 3,700,000 100.00 3,700,000 100.00
Dynalink International Corp. 39,160,172 100.00 39,160,172 100.00
Magic International Co., Ltd. 82,525,738 100.00 82,525,738 100.00
Askey (Vietnam) Company Limited
2,883,359 100.00 2,883,359 100.00
(be liquidated)
Double Tech Ltd. 50,000 100.00 50,000 100.00
Big Profit Limited 50,000 100.00 50,000 100.00
Famous Star Investments Limited 20,050,000 100.00 20,050,000 100.00
Magicom International Corp. 71,030,000 100.00 71,030,000 100.00
Askey Technology (Shanghai) Limited - 100.00 - 100.00
Openbase Limited 50,000 100.00 50,000 100.00
Goodsmart International Ltd. 50,000 100.00 50,000 100.00
Leading Profit Co., Ltd. 50,000 100.00 50,000 100.00
UNI Leader International Ltd. 50,000 100.00 50,000 100.00
Askey Technology (Jiangsu) Limited - 100.00 - 100.00
ASON TECHNOLOGY (SUZHOU) LTD - 100.00 - 100.00
ASHINE TECHNOLOGY (SUZHOU)
- 100.00 - 100.00
LTD.
WUJIANG WILL
- 100.00 - 100.00
STAR INVESTMENTS LIMITED
eMES (SHUZHOU) CO., LTD. - 100.00 - 100.00
GREAT EXTEND INVESTMENT CORP. 412,662 100.00 412,662 100.00
International United Technology Co., Ltd. - 100.00 - 100.00
AGAiTech Holding Limited 1,000,000 100.00 1,000,000 100.00
SOUTH TEC ASIA LIMITED 5,660,000 100.00 5,660,000 100.00
CENTRAL TEC ASIA LIMITED 2,020,000 100.00 2,020,000 100.00

44
44
Investments from
Directors, Supervisors,
Investment of the
Managers and directly Total Investment
Reinvestment Company
or Indirectly Controlled
Business
Shares % Shares % Shares %
ENERTRONIX HOLDING LIMITED 12,835,000 100.00 12,835,000 100.00
ENERTRONIX INTERNATIONAL
10,000 100.00 10,000 100.00
LIMITED
ASUS COMPUTER (SHANGHAI) CO., LTD. - 100.00 - 100.00
Shandong Enertronix Electronic Co., Ltd.
- 100.00 - 100.00
(be liquidated)
Enertronix (HuiZhou) Co., Ltd. - 100.00 - 100.00
DEEP DELIGHT LIMITED 11,422,000 100.00 11,422,000 100.00
UNIMAX HOLDINGS LIMITED 6,500,000 100.00 6,500,000 100.00
Potix Corporation (Cayman) 5,000,000 22.22 5,000,000 22.22
ASUS COMPUTER CORPORATION 3,000,000 100.00 3,000,000 100.00
MOBOSTAR TECHNOLOGY LIMITED 50,000 100.00 50,000 100.00
Investar Burgeon Venture Capital Inc. 379 10.84 379 10.84
UNIHAN CORPORATION 840,105,000 100.00 840,105,000 100.00
AMA PRECISION INC. 52,000,000 100.00 52,000,000 100.00
Advansus Corp. 18,000,000 50.00 18,000,000 50.00
ASROCK Incorporation 67,462,159 58.65 67,462,159 58.65
KINSUS Interconnect Technology
173,917,729 39.00 173,917,729 39.00
Corporation
ABILITY ENTERPRISE CO., LTD. 55,247,023 13.00 55,247,023 13.00
Lumens Digital Optics Inc. 11,305,180 56.52 11,305,180 56.52
STARLINK ELECTRONICS CORP. 69,000,000 100.00 69,000,000 100.00
ASUSPOWER INVESTMENT
841,900,000 100.00 841,900,000 100.00
INCORPORATION
ASUS INVESTMENT
908,600,000 100.00 908,600,000 100.00
INCORPORATION
ASUSTEK INVESTMENT
872,700,000 100.00 872,700,000 100.00
INCORPORATION
ASFLY TRAVEL SERVICE LIMITED - 100.00 - 100.00
HUA-YUAN Investment Limited - 100.00 - 100.00
PEGAVISION CORPORATION 30,400,000 84.56 30,400,000 84.56
EzWAVE Technology Inc. 500,000 100.00 500,000 100.00
Yo-Far Technologies Co., Ltd. 1,050,000 17.50 1,050,000 17.50
AzureLighting Technologies, Inc. 2,000,000 100.00 2,000,000 100.00
AVY Precision Technology INC. 15,115,631 20.39 15,115,631 20.39
Ability International Investment Co., Ltd. 57,313,286 100.00 57,313,286 100.00
Wai-Gin Industry Co. 3,000,000 7.50 3,000,000 7.50
The Infopro Group 446,805 4.60 446,805 4.60
Terax Communication Technologies Inc. 12,140 0.08 12,140 0.08

45
45
Investments from
Directors, Supervisors,
Investment of the
Managers and directly Total Investment
Reinvestment Company
or Indirectly Controlled
Business
Shares % Shares % Shares %
Hua-Wei Investment Co., Ltd. - 48.78 - 48.78
PEGA INTERNATIONAL LIMITED - 100.00 - 100.00
Zowie Technology Co., Ltd. 472,000 1.72 472,000 1.72
Ralink Technology Corp. 4,886,720 3.89 4,886,720 3.89
Mobitek Communication Corp. 5,662,500 14.01 5,662,500 14.01
LOTES Co., Ltd. 1,883,485 2.47 1,883,485 2.47
TrendChip Technologies Corp. 2,952,351 8.30 2,952,351 8.30
YOUNG FAST OPTOELECTRONICS
248,547 0.19 248,547 0.19
CO., LTD
WIN Semiconductors Corp. 7,500,000 1.26 7,500,000 1.26

PEGATRON HOLDING LIMITED 660,197,567 100.00 660,197,567 100.00

UNIHAN HOLDING LIMITED 211,600,026 100.00 211,600,026 100.00


PEGATRON USA 50,000 100.00 50,000 100.00
Asuspower Corp. 349,000,000 100.00 349,000,000 100.00
Pegatron Japan Inc. - 100.00 - 100.00
MAGNIFICENT BRIGHTNESS
177,961,090 100.00 177,961,090 100.00
LIMITED
BOARDTEK HOLDINGS LIMITED 52,085,790 100.00 52,085,790 100.00
BOARDTEK HOLDINGS
100,000,000 100.00 100,000,000 100.00
LTD.(Cayman)
BOARDTEK (H.K.) TRADING
200,000 100.00 200,000 100.00
LIMITED
PROTEK GLOBAL HOLDINGS
233,050,000 100.00 233,050,000 100.00
LIMITED
ASLINK PRECISION CO., LTD. 19,093,263 100.00 19,093,263 100.00
NORTH TEC ASIA LIMITED 75,050,000 100.00 75,050,000 100.00
DIGITEK GLOBAL HOLDINGS
50,000 100.00 50,000 100.00
LIMITED
POWTEK HOLDINGS LIMITED 8,050,000 100.00 8,050,000 100.00
CASETEK HOLDINGS LIMITED 138,099,685 100.00 138,099,685 100.00
MAINTEK COMPUTER (SUZHOU)
- 100.00 - 100.00
CO., LTD.
BOARDTEK COMPUTER (SUZHOU)
- 100.00 - 100.00
CO., LTD.
CASETEK COMPUTER (SUZHOU)
- 100.00 - 100.00
CO., LTD.
Powtek (Shanghai) Co., Ltd. - 100.00 - 100.00
UNITED NEW LIMITED 17,396,100 51.00 17,396,100 51.00
AVY PRECISION ELECTROPLATING
- 100.00 - 100.00
(SUZHOU) CO., LTD.
SLITEK HOLDINGS LIMITED 1,210,000 100.00 1,210,000 100.00
PROTEK (SHANGHAI) LIMITED - 100.00 - 100.00

46
Investments from
Directors, Supervisors,
Investment of the
Managers and directly Total Investment
Reinvestment Company
or Indirectly Controlled
Business
Shares % Shares % Shares %
LINKTEK PRECISION (SUZHOU) CO.,
- 100.00 - 100.00
LIMITED
TOPTEK PRECISION INDUSTRY CO.,
- 100.00 - 100.00
LIMITED
ASAP INTERNATIONAL CO.,
8,875,000 51.00 8,875,000 51.00
LIMITED
AMA Technology Corporation 300,000 100.00 300,000 100.00
AMA Holdings Limited 5,131,948 100.00 5,131,948 100.00
EXTECH LTD. 1,908,000 90.51 1,908,000 90.51
METAL TRADINGS LTD. 2,107,000 100.00 2,107,000 100.00
FENGSHUO TRADING (TONGZHOU)
- 100.00 - 100.00
CO., LTD.
Grandtech Precision Ltd. - 100.00 - 100.00
KINSUS INVESTMENT CO.,LTD. 50,000,000 100.00 50,000,000 100.00
KINSUS CORP. (USA) 500,000 100.00 500,000 100.00
KINSUS HOLDING (SAMOA)
50,000,000 100.00 50,000,000 100.00
LIMITED
KINSUS HOLDING (CAYMAN)
50,000,000 100.00 50,000,000 100.00
LIMITED
KINSUS INTERCONNECT TECH.
- 100.00 - 100.00
(SUZHOU) CORP.
PEGATRON TECHNOLOGY SERVICE INC. 2,800 100.00 2,800 100.00

ASUS SERVICE CANADA 500 100.00 100.00


500
STRATEGY Technology Co., Ltd. 1 100.00 1 100.00
COTEK HOLDINGS LIMITED 12,260,000 100.00 12,260,000 100.00
Top Quark Limited 7,550,000 100.00 7,550,000 100.00
RUNTOP (SHANGHAI) CO., LTD. - 100.00 - 100.00
COTEK ELECTRONICS (SUZHOU)
- 100.00 - 100.00
CO., LTD.
PEGATRON Mexico, S.A. DE C.V - 100.00 - 100.00
ASUS HOLLAND HOLDING B.V. - 100.00 - 100.00
Pegatron Czech s.r.o. - 100.00 - 100.00
Azwave Holding (Samoa) Inc. 12,000,000 100.00 12,000,000 100.00
AzureWave Technologies (Shanghai) Inc. - 100.00 - 100.00
AZURELIGHTING TECHNOLOGIES
- 100.00 - 100.00
INC.
Eminent Star Company Limited 387,923 100.00 387,923 100.00
Jade Technologies Limited 44,781 100.00 44,781 100.00
Hannex International Limited 178,235 100.00 178,235 100.00
AzureWave Technologies (ShenZhen) Inc. - 100.00 - 100.00
YEH-HUA Technologies (Nanjing) Inc. - 100.00 - 100.00

47
47
Investments from
Directors, Supervisors,
Investment of the
Managers and directly Total Investment
Reinvestment Company
or Indirectly Controlled
Business
Shares % Shares % Shares %
ASLINK (H.K.) PRECISION CO., LTD. 4,785,010 100.00 4,785,010 100.00
ASIAROCK TECHNOLOGY LIMITED 40,000,000 100.00 40,000,000 100.00
Leader Insight Holdings Ltd. 2,100,000 100.00 2,100,000 100.00
ASROCK EUROPE B.V. 200,000 100.00 200,000 100.00
CalRock Holdings, LLC. 2,000,000 100.00 2,000,000 100.00
Firstplace International Ltd. 2,050,000 100.00 2,050,000 100.00
ASRock America, Inc. 2,000,000 100.00 2,000,000 100.00
Lumens Europe BVBA 20 100.00 20 100.00
Lumens Integration Inc. 1,222,000 100.00 1,222,000 100.00
Lumens Digit Image Inc.(SAMOA) - 100.00 - 100.00
CHIEH-HSIN INTERNATIONAL INC. 94,000 94.00 94,000 94.00
Lumens (Suzhou) Digital Image Inc. - 100.00 - 100.00
ABILITY ENTERPRISE (BVI) CO., LTD - 100.00 - 100.00
ASSOCIATION
- 100.00 - 100.00
INTERNATIONAL LTD.
VIEWQUEST TECHNOLOGIES
- 100.00 - 100.00
INTERNATIONAL INC.
VIEWQUEST TECHNOLOGIES (BVI) INC. - 100.00 - 100.00
ACTION PIONEER INTERNATIONAL LTD. - 100.00 - 100.00
Ability Technology (Dongguan) Co., Ltd. - 100.00 - 100.00
EVER PINE INTERNATIONAL
- 34.65 - 34.65
LTD.(BVI)
SHIN-EI YORKEY INTERNATIONAL
- 50.00 - 50.00
LTD.(BVI)
YORKEY OPTICAL
- 17.37 - 17.37
INTERNATIONAL(CAYMAN)
PENTAX VQ CO., LTD. - 40.00 - 40.00
ASAP TECHNOLOGY (JIANGXI) CO.,
- 100.00 - 100.00
LIMITED.
KAEDAR TRADING LTD. 5,000,000 100.00 5,000,000 100.00
KAEDAR HOLDINGS LIMITED 25,000,000 100.00 25,000,000 100.00
KAEDER ELECTRONICS (KUNSHAN)
- 100.00 - 100.00
CO., LTD
Core-Tek (Shanghai) Limited - 100.00 - 100.00
GHING HONG PRECISE MOULD
- 100.00 - 100.00
INDUSTRY (SUZHOU)
HONG HUA TECHNOLOGY
- 100.00 - 100.00
(SUZHOU) CO., LTD
Bao-Yi Enterprise Co., Ltd. 200,000 100.00 200,000 100.00
SHANGHAI INDEED TECHNOLOGY
- 100.00 - 100.00
CORPORATION
Zhangjiagang E. Kao-Shin Metal Products
- 20.00 - 20.00
Co., Ltd.

48
Investments from
Directors, Supervisors,
Investment of the
Managers and directly Total Investment
Reinvestment Company
or Indirectly Controlled
Business
Shares % Shares % Shares %
Atheros Communications Inc. 503,741 1.00 503,741 1.00
WILSON HOLDINGS LIMITED 4,000,000 49.00 4,000,000 49.00
INDEED HOLDINGS LIMITED 19,600,000 49.00 19,600,000 49.00
Asia Cement Corporation 275,525 0.01 275,525 0.01
China Steel Corporation 426,587 0.00 426,587 0.00
CHROMA ATE INC. 190,359 0.05 190,359 0.05
CHUNG HUNG STEEL CO.,LTD. 700,377 0.04 700,377 0.04
Tripod Technology Corporation 101,000 0.02 101,000 0.02

49
49
IV. Stock Subscription
I. Capital and shares
(1) History of capitalization
1. Type of shares
February 22, 2010 / Unit: Shares
Authorized Shares
Type of Shares Listed Remarks
(Available for trading on the Unissued shares Total
TSE) (Note)
Order common
4,246,777,484 503,222,516 4,750,000,000
stock
Note: Listed stock

2. Stock capital
Authorized shares Issued shares Remarks
Month / Par value Approval date and
Year (NT$) Shares Amount Shares Amount Non-monetary approval no. of
Source of capital
(1,000) ($1,000) (1,000) ($1,000) capital capitalization by the SEC,
Ministry of Finance
1990.03 10 3,000 30,000 3,000 30,000 Incorporation - -
1990.11 10 8,000 80,000 8,000 80,000 Cash $50 million - -
Cash $40 million
1991.12 10 15,000 150,000 15,000 150,000 Retained earnings $30 - -
million
1993.04 10 19,900 199,000 19,900 199,000 Cash $49 million - -
1993.08.27 SFE Ruling
Retained earnings
1993.09 10 30,845 308,450 30,845 308,450 - (82) Tai-Tsai-Cheng (1)
$109.45 million
No. 30832
1994.07.21 SFE Ruling
Retained earnings
1994.08 10 45,033.7 450,337 45,033.7 450,337 - (83) Tai-Tsai-Cheng (1)
$141.887 million
No. 32675
1995.06.15 SFE Ruling
Retained earnings
1995.06 10 60,000 600,000 60,000 600,000 - (84) Tai-Tsai-Cheng (1)
$149.663 million
No. 35196
Cash $12 million 1996.06.28 SFE Ruling
1996.09 10 200,000 2,000,000 120,000 1,200,000 Retained earnings $588 - (85) Tai-Tsai-Cheng (1)
million No. 40947
1997.05.05 SFE Ruling
Cash (GDR) $210 (86) Tai-Tsai-Cheng (1)
million No. 30903
1997.05 10 650,000 6,500,000 323,000 3,230,000 -
Retained earning $1.82 1997.04.17 SFE Ruling
billion (86) Tai-Tsai-Cheng (1)
No. 30279
1998.05.21 SFE Ruling
Retained earning $4.885
1998.06 10 1,400,000 14,000,000 811,500 8,115,000 - (87) Tai-Tsai-Cheng (1)
billion
No. 44748
1998.08.30 SFE Ruling
1998.10 10 1,400,000 14,000,000 813,500 8,135,000 Cash $20 million - (87) Tai-Tsai-Cheng (1)
No. 35007
1999.05.20 SFE Ruling
Retained earning $3.314
1999.06 10 1,400,000 14,000,000 1,144,900 11,449,000 - (88) Tai-Tsai-Cheng (1)
billion
No. 47786
1999.06.16 SFE Ruling
1999.08 10 1,400,000 14,000,000 1,146,400 11,464,000 Cash $15 million - (88) Tai-Tsai-Cheng (1)
No. 53605
2000.05.26 SFE Ruling
Retained earnings
2000.06 10 2,000,000 20,000,000 1,567,104 15,671,040 - (89) Tai-Tsai-Cheng (1)
$4.20704 billion
No. 45450
1,976,880 2001.06.06 SFE Ruling
Retained earnings
2001.06 10 2,100,000 21,000,000 19,768,800 - (90) Tai-Tsai-Cheng (1)
$4.09776 billion
No. 135654
2002.06.26 SFE Ruling
Retained earnings $220
2002.07 10 2,100,000 21,000,000 1,998,880 19,988,800 - (91) Tai-Tsai-Cheng (1)
million
No. 0910134921

50
Authorized shares Issued shares Remarks
Month / Par value Approval date and
Year (NT$) Shares Amount Shares Amount Non-monetary approval no. of
Source of capital
(1,000) ($1,000) (1,000) ($1,000) capital capitalization by the SEC,
Ministry of Finance
2003.07.08 SFE Ruling
Retained earnings
2003.07 10 2,450,000 24,500,000 2,281,740 22,817,400 - Tai-Tsai-Cheng (1) No.
$2.8286 billion
0920130466
2004.07.12 FSC Ruling
Retained earnings
2004.08 10 2,872,000 28,720,000 2,552,914 25,529,140 - Jin-Kwong-Cheng (1) No.
$2.71174 billion
0930130836
2005.06.23 FSC Ruling
Retained earnings
2005.07 10 3,380,000 33,800,000 2,861,205 28,612,054 - Jin-Kwong-Cheng (1) No.
$3.082914 billion
0940125161
2005.12.22 FSC Ruling
Stock shares
2005.12 10 3,380,000 33,800,000 2,920,798 29,207,982 - Jin-Kwong-Cheng (1) No.
$595,928,350
0940157381
Convertible bond for 2006.02.03 Jin-So-Son-Tzi
2006.01 10 3,380,000 33,800,000 2,924,521 29,245,209 -
stock $37,226,200 No. 09501019910
2006.01.13 FSC Ruling
Jin-Kwong-Cheng (1) No.
Stock shares 0940161197
2006.03 10 3,380,000 33,800,000 2,998,184 29,981,838 -
$736,629,610 2006.02.27 FSC Ruling
Jin-Kwong-Cheng (1) No.
0950106726
Convertible bond for 2006.04.21 Jin-So-Son-Tzi
2006.04 10 3,380,000 33,800,000 3,040,064 30,400,638 -
stock $418,799,510 No. 09501073310
2006.06.27 FSC Ruling
Retained earnings
2006.08 10 3,860,000 38,600,000 3,407,070 34,070,701 - Jin-Kwong-Cheng (1) No.
$3.67006377 billion
0950126632
Convertible bond for 2007.04.26 Jin-So-Son-Tzi
2007.04 10 3,860,000 38,600,000 3,412,083 34,120,829 -
stock $50,127,660 No. 09601090540
2007.06.29 FSC Ruling
Retained earnings
2007.09 10 4,250,000 42,500,000 3,652,687 36,526,871 - Jin-Kwong-Cheng (1) No.
$2.40604146 billion
0960033204
2007.08.27 FSC Ruling
Stock share
2007.09 10 4,250,000 42,500,000 3,682,512 36,825,116 - Jin-Kwong-Cheng (1) No.
$298,245,610
0960044647
Convertible bond for 2007.10.22 Jin-So-Son-Tzi
2007.10 10 4,250,000 42,500,000 3,708,507 37,085,068 -
stock $259,951,830 No. 09601256950
Convertible bond for 2008.01.17 Jin-So-Son-Tzi
2008.01 10 4,250,000 42,500,000 3,728,359 37,283,589 -
stock $198,521,460 No. 09701012350
Convertible bond for 2008.05.13 Jin-So-Son-Tzi
2008.04 10 4,250,000 42,500,000 3,740,652 37,406,517 -
stock $122,927,710 No. 09701109460
Convertible bond for 2008.08.19 Jin-So-Son-Tzi
2008.08 10 4,250,000 42,500,000 3,751,832 37,518,315 -
stock $111,798,020 No. 09701207890
Retained earnings 2008.07.17 Jin-So-Son-Tzi
2008.09 10 4,750,000 47,500,000 4,245,897 42,458,967 -
$4.94065172 billion No. 0970036193
Convertible bond for 2008.10.22 Jin-So-Son-Tzi
2008.10 10 4,750,000 47,500,000 4,246,051 42,460,513 -
stock $1,545,780 No. 09701269640
Purchased Treasury
stock for cancellation 2009.07.15 Jin-So-Son-Tzi
2009.07 10 4,750,000 47,500,000 4,219,926 42,199,262 -
with decrease of No. 09801153240
$261,250,000
Retained earnings 2009.07.01 Jin-So-Son-Tzi
2009.08 10 4,750,000 47,500,000 4,246,777 42,467,77 -
$268,512,150 No. 0980032762

3. Self-registration system: None

(2) Status of shareholders


Status of Shareholders
February 22, 2010
Status of Domestic Foreign
Government Financial Other Juridical
shareholders Natural Institutions & Total
Agencies Institutions Persons
QTY Persons Natural Persons
Number of
10 23 568 228,239 1,190 230,030
Shareholders
Shareholding 41,866,536 77,272,772 606,210,846 1,804,066,508 1,717,360,822 4,246,777,484

51
51
Shareholding ratio (%) 0.99 1.82 14.28 42.47 40.44 100.00

(3) Status of Shareholding Distributed

1. Status of Shareholding Distributed


(The par value of each share is NT$10) February 22, 2010
Number of Shareholding
Classification Shareholding
Shareholder Ratio
1- 999 87,517 16,216,240 0.38%
1,000- 5,000 99,738 215,610,210 5.08%
5,001- 10,000 21,781 151,241,341 3.56%
10,001- 15,000 8,207 96,490,355 2.27%
15,001- 20,000 3,506 61,169,693 1.44%
20,001- 30,000 3,613 86,284,181 2.03%
30,001- 50,000 2,449 93,039,671 2.19%
50,001- 100,000 1,614 109,955,374 2.59%
100,001- 200,000 618 84,581,807 1.99%
200,001- 400,000 336 94,691,100 2.23%
400,001- 600,000 155 77,241,913 1.82%
600,001- 800,000 91 64,442,410 1.52%
800,001-1,000,000 51 46,556,003 1.10%
Over 1,000,001 354 3,049,257,186 71.80%
Total 230,030 4,246,777,484 100.00%

2. Preferred Stock Shares: None

(4) Roster of Major Shareholders

Roster of Major Shareholders

As of February 22, 2010


Shareholding Shareholding Shareholding Ratio (%)
Shareholder’s Name
ASUS’s Certificate of Depository with CitiBank 169,065,935 3.98%

Ted Hsu 130,349,192 3.07%

Wayne Hsieh 101,129,266 2.38%

Jonney Shih 97,230,543 2.29%

T.H. Tung 84,303,938 1.99%

Chunghwa Post Co., Ltd. 69,731,172 1.64%

52
Shareholding Shareholding Shareholding Ratio (%)
Shareholder’s Name
Jonney Shih’s trust account with the First Bank 60,000,000 1.41%
Rabobank’s investment account of CitiBank
55,062,713 1.30%
(Taiwan)
Civil Servants Pension Fund Commission 51,575,426 1.21%

T.S. Tong’s trust account with Chinatrust 50,000,000 1.18%

(5) Market Price, Net Worth, Earnings & Dividend per Share of the Last Two Years
Market Price, Net Worth, Earnings & Dividend per Share
Unit: NT$/Share
As of February
Fiscal year
2008 2009 28, 2010
Item
(Note 9)
Max. 101.00 66.50 70.60
Market price per
Min. 32.05 29.50 56.00
share (Note 1)
Average 73.60 47.66 63.59
Net worth per Before appropriation 39.40 40.78
-
share (Note 2) After appropriation 37.18 (Note 8)
4,245,535 4,242,156
Weighted average shares thousand thousand -
Earnings per share shares shares
Earnings per Before adjustment 3.88 2.94
-
shares (Note 3) After adjustment 3.88 (Note 8)
Cash dividends 2.00 (Note 8) -
Stock dividends
from Retained 0.02 (Note 8) -
Stock earnings
Dividends per
share dividends Stock dividends
from Additional 0 (Note 8) -
paid-in capital
Accumulated unpaid dividends
- - -
(Note 4)
Price/Earning Ratio (Note 5) 18.97 16.21 -
Analysis of return
Price/Dividend Ratio (Note 6) 36.80 (Note 8) -
on investment
Cash dividends yield rate (Note 7) 2.72% (Note 8) -
*For the stock distribution from the capitalization with retained earnings or additional pain-in capital, the information of
market price and cash dividend adjusted retroactively in accordance with the stock shares issued must be disclosed.
Note 1: List the highest and lowest market price per share; also, calculate the average market price per share in accordance
with the trade amount and shares.
Note 2: Please base the information on the shares issued at yearned and the resolution for stock distribution in shareholders
meeting.
Note 3: If the stock dividend is to be adjusted retroactively, please list the earnings per share before and after the
adjustment.
Note 4: According to the regulations of security issuance, if the dividend that is not distributed can be accumulated till
the year with retained earnings, the accumulated unpaid dividend of the year must be disclosed.
Note 5: Profit ratio = Closing price per share of the year / Earning per share
Note 6: Earning ratio = Closing price per share of the year / Cash dividend per share
Note 7: Cash dividend yield rate = Cash dividend per share / Closing price per share of the year
Note 8: Subject to the approval of the annual shareholders meeting.
Note 9: The data collected up to February 28, 2010 were included in the report printed on March 22, 2010 for data
accuracy.

53
53
(6) Execution of Dividend Policy

1. Dividend Policy
The company is in a changing industrial environment and a growing industrial life cycle. For the
company’s long-term financial planning and the shareholder’s need for cash inflow, the annual
distribution of cash dividend may not be for an amount below 10% of cash dividend and stock
dividend together.
2. Proposed Distribution of Dividends:
(1) The company’s had appropriated legal surplus for an amount of $1,247,906,564 equivalent to
10% of net income, $12,479,065,636, in 2009. Therefore, an amount of $11,231,150,072 was
available for distribution in 2009 and with the retained earnings of prior periods available for
distribution amounted $65,136,092,187 for a grand total of $76,367,251,259 at yearend that
was distributed in accordance with the “Articles of Incorporation” as follows (Please refer to
the distribution of retained earrings table for details):
i. Shareholder dividend: NT$ 4,246,777,484, distributed in cash.
ii. Shareholder cash dividends: NT$ 4,671,455,232.
(2) If shareholder’s cash dividend is less than NT$ 1, the distribution will be made in the form of
cash rounded and adjusted by a specific represent arranged by the Chairman of the Board of
Directors.
(3) The distribution of retained earnings was scheduled before the base date for dividend
distribution. If the dividend distribution rate is affected by the changes in outstanding stock
shares due to the conversion of convertible bond to stock shares or the purchase of Treasury
stock, the shareholders meeting may be authorize the board of directors to handle it.
(4) The board of directors is authorized to schedule the base date for dividend distribution and
handle the process upon a resolution is reached in the shareholders meeting.

Distribution of Retained Earnings


2009 /Unit: NT$
Account Name Amount Remarks

Unappropriated Earning, Beginning (Before


65,568,784,392
adjusted)

(-)Cancelled Treasury stock 440,173,025


(+)Effect of Changes of The Investee
7,480,820
Companies' Equity
Unappropriated Earning 65,136,092,187
FY2009 Profit After Tax 12,479,065,636
(-)10% Legal Reserve 1,247,906,564
FY2009 Distributable Profit 11,231,159,072
FY2009 Distributable Earnings 76,367,251,259
Appropriation Items:
Dividend Interest (10%) 4,246,777,484 NTD$1.0 / share
Cash Dividend 4,671,455,232 NTD$1.1 / share
FY2009 Undistributed Profit 2,312,926,356
FY2009 Unappropriated Earnings, Ending 67,449,018,543
Notes:
Employee’s Bonus 698,438,530
Remuneration for Directors and Supervisors 69,843,815
Note: The proposed profit distribution is allocated from 2009 retained earnings available for distribution.

(7) Impact of the proposed stock dividend in shareholders meeting on business performances and EPS:
Not Applicable
Note: The Company did not have financial forecast proposed up to the date of the annual report

54
54
printed.

(8) Bonus to employees and remuneration to directors and supervisors


1. Information of dividend to employee and remuneration to directors and supervisors was
prescribed in the Articles of Incorporation.
The Company's net income before tax must be used to pay tax and make up accumulated loss
first, then with 10% legal reserve and 10% special reserve appropriated; also, 10% dividend
interest paid thereafter; also, an amount not less than 1% of the balance thereafter is
appropriated for the distribution of dividend to employees, an amount not over 1% of the
balance thereafter is appropriated for the distribution of remuneration to directors and
supervisors. The subsidiary’s employees are entitled to the distribution of stock dividend of
the parent company. The board of directors is then proposed the distribution of the net
balance in shareholders meeting for approval.

2. Accounting process applied to the estimation base of dividend to employee and


remuneration to directors and supervisors, outstanding shares computing base for
stock dividend distribution, and the spread between amount distributed and
estimated:
For the estimation base of dividend to employee and remuneration to directors and
supervisors, net income is used to pay tax and make up loss first, appropriating 10%
legal surplus thereafter and 10% dividend afterwards. Employee bonus is for an
amount equivalent to 10% of the net income thereafter and the remuneration to
Directors and Supervisors is for an amount equivalent to 1% of the net income. The
outstanding shares computing base for stock dividend distribution is based on the
closing price of the day before the shareholders meeting and the ex-right and
ex-dividend effect. The spread between amount distributed and estimated is deemed
as changes in accounting estimation and debited or credited to the profit and loss
account upon in the distributing year.

3. Dividend distribution of employees in 2009 resolved by the board of directors


(1)Distribution amount of cash dividend and stock dividend to employees and
remuneration to directors and supervisors proposed:
Amount of Distribution (NTD)
Cash dividend to
698,438,530
employees
Stock dividend to
0
employees
Remuneration to
69,843,815
directors and supervisors
The spread amount between the expense accrued and estimated must be disclosed
and with the causes and processes detailed: None
(2) Proposed stock dividend amount to employees and the ratio of that amount to the
total amount of net income and total dividend to employees
(3) Earnings per share including the proposed stock dividend to employees and
remuneration to directors and supervisors: Not applicable since the stock dividend
to employees and remuneration to directors and supervisors is expensed in
accounting books.

4. The distribution of dividend to employees and remuneration to directors and


supervisors (including shares and amount distributed and stock price) in 2008; the

55
spread between the accrued amount and estimated amount must be disclosed and
with the causes and processes detailed:
(1) Distribution of dividend to employees and remuneration to directors and
supervisors in the year:
Cash dividend to employees: NTD250,837,320
Stock dividend to employees: NTD700,000,000
For the capitalization of dividend to employees, it was computed in accordance
with the closing price $40.10 on June 15, 2009 and the ex-right and ex-dividend
effect. 18,411,362 shares were issued from the capitalization of dividend to
employees for an amount of $700,000,000 and with cash dividend of $16
distributed to odd shares.
Remuneration to directors and supervisors: NTD52,824,296
(2) The spread between the accrued amount and estimated amount of dividend to
employees and remuneration to directors and supervisors must be disclosed and
with the causes and processes detailed: None

(9) Purchase of Treasury stock:

Term of call 1st time in 2009


For protecting the company’s credit and
Purpose of call shareholder’s interest
Call period February 19, 2009 ~ April 18, 2009
Call price NT$23 ~ 48
Type and volume of stock shares called Common stock 26,125,000 shares
Amount of call NT$873,459,789
Stock shares written off and transferred None
Shareholdings 26,125,000 shares
Ratio of shareholdings to total shares issued 0.62 %

II. Arrangement of corporate bond:

(I) Arrangement of corporate bond:


1. CB

Type of corporate bond The 1st domestic convertible bond


Date of issuance (process) November 7, 2006
Face value NT$100 thousand
Location of issuance and trade Taiwan, GreTai securities market
Issuing price Issued at the face value 100%
Total amount NT$12,000,000 thousand
Interest rate 0%
Five-year term
Term
Due date: November 7, 2011
Guarantee institute -
Trust Department of TAIPEIFUBON COMMERCIAL
Trustee
BANK CO., LTD
Underwriter Fubon Securities Co., Ltd.

56
Type of corporate bond The 1st domestic convertible bond
Attorney -
CPA -
Unless the bondholders have the corporate bonds converted to
the company’s common stock in accordance with Article 11
of Corporate Bond Issuance & Conversion Act, or, the
corporate bonds are “put” in accordance with Article 20 of
Solvency Corporate Bond Issuance & Conversion Act, or, the company
has the corporate bonds “called” in accordance with Article
11 of Corporate Bond Issuance & Conversion Act, the
corporate bonds are liquidated at the face value on the due
date.
Outstanding Principal NT$3,805,900,000 (up to the date of the report printed)
(a)The company may have the convertible bonds “called”
from the 31st day of the issuance date to forty days
before the due date. If the closing price of the
company’s common stock at SEC exceeds the
conversion price for over 50% for thirty working days
consecutively, the company may send a “bond call
notice” (the said period starts from the date of notice
sent by the company; also, the baseline date for “call”
is on the last day of the period; moreover, the baseline
date for “call” may not fall in the no-conversion
period of this convertible bond) in thirty working days
to creditors (based on the roster on the fifth working
day before sending the “Bond Call Notice; however, a
notice is published for the knowledge of investors who
have acquired the convertible bond by trade or other
means) by certified mail. Inform GreTai in writing to
Redeemed or liquidated before maturity have it published; also, the convertible bonds are
date “called” at face value on the due date.
(b)From the 31st day of the bond issuance to forty days
before the due date, if the convertible bond in
circulation is for an amount less than 10% of total
issuance, the company may send a “bond call notice”
(the said period starts from the date of notice sent by
the company; also, the baseline date for “call” is on
the last day of the period; moreover, the baseline date
for “call” may not fall in the no-conversion period of
this convertible bond) to creditors (based on the
roster on the fifth working day before sending the
“Bond Call Notice;” however, a notice is published
for the knowledge of investors who have acquired the
convertible bond by trade or other means) by
certified mail. Inform GreTai in writing to have it
published; also, the convertible bonds are “called” at
face value on the due date.
Restrictive clauses -
Rating institute, rating date, corporate -
bond rating
Converted NT$7,000,000 (up to the date of the report printed)
Other rights
(exchanged or

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Type of corporate bond The 1st domestic convertible bond
subscribed) common
stock, GDR, or
marketable security
up to the date of the
report printed
Except for periods of (1) the no-conversion period defined by
law (2) from three working days prior to ex-right date for
stock dividend registered with SEC by the company to the
baseline date of equity distribution; from three working days
prior to ex-dividend date for cash capitalization to the
baseline date of stock distribution; three working days prior
Issuance &
to cut-off date for cash capitalization to the baseline date of
conversion (exchange
equity distribution; and three working days prior to the
or subscription) Act
baseline day for merger or stock split to the baseline date,
creditors may request the company to have convertible bonds
converted to the company’s common stock in accordance
with Article 11, Article 12, and Article 17 of this Act at any
time from the 31st day of the issuance date to ten days before
the due date.
(a)The convertible bond helps avoid profit erosion and
minimize the dilution of shareholder’s equity and ERP
ssuance and conversion, exchange or resulted from the substantial increase of stock shares;
subscription measures; the influence of therefore, it is to the best interest of shareholders.
issuance conditions on the dilution of (b)Based on the conversion price of NT$105.4, the dilution
equity and shareholder’s equity of shareholder’s equity caused by the convertible
corporate bond is 3.23%; therefore, the dilution effect is
insignificant.
Depository institute -

(II) Convertible Bonds

1st domestic convertible bond


Type of Corporate Bond 1st domestic convertible bond
Year 2009 As of March 22, 2010
Item
Max. NT$108.00 NT$109.95
Market price of
convertible bond Min. NT$98.05 NT$104.00
Average NT$100.33 NT$106.92
Conversion price NT$68.7
Issuing (processing) date & conversion price November 7, 2006 NT$105.4
Obligation of Conversion New stock issuance

(III) Information of CB: None

(IV) Self registration of CB: None

(V) Bond with stock option: None

III. Preferred stock (with stock option): None

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IV. Issuance of global depository receipts:

GDR
Date of issuance (process)
May 30, 1997
Item

Date of issuance (process) May 30, 1997


Location of issuance and trade London
Total amount US$235, 830,000
Unit Price US$11.23 / GDR
Total issuance 21,000,000 GDRS
One GDR stands for one common stock share of ASUS
(The Company’s stock exchange ratio has changed from one
Source of common stock recognition
GDR for one common stock share to one GDR to five common
stock shares since January 2, 2008.)
Total marketable security shares recognized Stands for 21,000,000 common stock shares of ASUS
Rights and obligations of GDR holders Please refer to Attachment A
Trustee None
GDR institute CITIBANK, NA
Depository institute Citibank Taiwan Limited
Outstanding GDR 34,177,885 GDRS (December 31, 2009)
Issuance and expense amortization throughout the It is to be amortized in three years on average after issuance
issuance period according to Article 243 of Company Law
GDR agreement and depository agreement Please refer to Attachment B
Max. US$10.42

2008 Min. US$4.00


Market price Average US$7.16
per unit
(US$) Max. US$11.04

As of April 23, 2009 Min. US$8.75


Average US$9.43

Attachment A

1. Voting rights: May not exercise voting rights directly but instructing the GDR institute to
exercise voting rights according to the GDR agreement.
2. Dividend distribution, stock option, and other rights:
(1) Entitled to distribution of dividend and stock shares just like the common shareholders of
ASUS. GDR institute may have GDR issued proportionally to shareholdings or increase
the common stock shares recognized with each GDR or have stock dividend sold on
behalf of GDR holders and with the income distributed to GDR holders proportionally.
(2) GDR institute may have the said rights provided to GDR holders within the scope defined
by the law of R.O.C. or international law, or, GDR institute may have the said rights sold
on behalf of GDR holder and with the income distributed to GDR holders proportionally.

Attachment B

1. GDR agreement:

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(1) Transfer/split: The ownership of GDR is evidenced by EUROCLEAR and CEDEL book
transaction and split system.
(2) Dividend and others:
 Cash dividend in US$ net of GDR institute fees and tax withholding is distributed to
GDR holders proportionally to their holdings.
 For the distribution of stock dividend, GDR holders are to have the total GDR adjusted
proportionally to the shareholding ratio recognized with GDR holdings; also, adjusted
the GDR of GDR holders accordingly. GDR institute may have the income distributed
to GDR holders proportionally.
 While having new stock shares issued for cash capitalization or arranging stock option,
GDR institute may (I) arrange stock subscription or (II) entrust the said right to GDR
holders; however, the new stock shares for cash capitalization are limited to the
exemption registered with SFC.
 GDR institute must strive to have cash dividend and stock dividend distributed to GDR
holders.
(3) Voting rights: Unless otherwise agreed upon, GDR institute must base on the GDR
agreement, law of R.O.C., and the instruction of GDR holders to exercise the voting
rights of the marketable security recognized with GDR.
2. Depository agreement:
(1) Submit marketable security for the issuance of GDR.
(2) Inform GDR institute to have GDR issued.
(3) Deliver marketable security for the exchange of GDR
(4) Confirm the volume of GDR monthly
(5) Confirm the volume of GDR on the registration date

V. Employee stock option certificates: None

VI. Merger and acquisition (including merger, acquisition, and split):


(1) The merger completed, stock shares transferred, and new stock shares issued in recent years and
up to the date of the annual report printed:
1. The opinions of the security underwriter who is responsible for merger, accepting other
company’s stock share, and issuing new stock shares in the most recent quarter: None
2. If the business performance of the last quarter does not meet the expectation, please state the
impact on shareholder’s equity and the corrective action proposed: None
(2) If the merger is completed, stock shares is transferred, and new stock shares are issued in recent
years and up to the date of the annual report printed, the information of the merger and the
merged or acquired company must be disclosed: None

VII. Fund implementation plan


Up to the last quarter before the printing of the financial statements, outstanding equity
issuance or marketable security subscription or the completed equity issuance or subscribed
marketable security without success: Not Applicable

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V. Overview of Business Operation

I. Principal activities
(I) Operating Scope

The company’s 3C integrated products are awarded with many honors for the excellent
quality and advanced technology this year. ASUS received 3,268 awards worldwide from
media and professional rating institutes in 2009. ASUS has been selected by Business
Week as the Top-100 science and technology companies for eleven years straight from
1998.

ASUSTeK had generated sales revenue of NTD248.2 billion in 2009. In terms of sales
generated from branded products, 22 million pieces motherboards, 6.8 million notebooks,
and 5.4 million EeePC were sold. ASUSTeK sold the largest quantity of motherboard and
Video Graphics Array (VGA) in the world while the volume sale of notebook was ranked
in the 6th place worldwide. ASUSTeK is determined to make record sales in the coming
year to show our appreciation to the supportive and inspirational shareholders.

1. Product lines of the company


a. Desktop / server
b. 3D AutoCAD
c. Advanced sound blaster
d. NB
e. EeePC computer and Eee series Eee PC
f. Intelligent Navigation phone
g. LED display
h Broadband & communication products
i. Advanced server

2. Product development projects


a. Digital control wireless transmission technology dual core CPU MB
b. Advanced 3D image display and wireless TV transmission graphic card
c. Intelligent phone GPS
d. Ultra Mobile PC
e. High-speed router / exchanger / firewall / VPN
f. New-generation advanced server
g. Professional LED display
h. WiMAX broadband products
i. EeePC touch, long-lasting computer
j. Eee Top PC、Eee Box PC、Eee Keyboard PC

(II) Industry Overview


1. Progress and development of the industry
The market demand for light-weighted and thin notebook will continue to grow.
The surface of digital content industry and multimedia entertainment; also, the
increasing demands of game players, demand for 3D-multimedia and

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high-performance video and audio will be activated. Multimedia entertainment will
sure increase the demand of high quality notebook accessories. The development of
notebook goes for not only the quality of “light-weighted, thin, small, and look” but
also “personalization, video and audio entertainment, wireless communication, and
green environment.”

2. Correlation of the upper-stream, mid-stream, and down-stream of the industry


In terms of the correlation of upper-stream, mid-stream, and down-stream of the
industry, upper-stream industry includes semiconductor (IC design, wafer foundry,
and testing and packaging), electronic parts (passive components, rectifier diode,
etc.), and others (LED, printed circuit board, connector, etc.). Mid-stream industry
includes optoelectronic (monitor, LCD, etc.), electronic parts (motherboard, VGA,
etc.), and computer peripherals (computer case, mouse, keyboard, etc.).
Down-stream industry includes the business of table-top computer and notebook
computer.

3. Product development trends


(1) USB3.0
AUSU 3.0 transmission technology reaches 5Gb per second transmission speed,
which is ten times faster than ASUS USB 2.0 and three times faster than USB
2.0 in transmission large files. Moreover, ASUS USB 3.0 supplies 900mAh
power to support more computer peripherals and to recharge power faster.

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ASUS has demonstrated excellent R&D capability to launch the first notebook
compatible with USB3.0 in the world and the first motherboard with USB-IF
(USB Implementers Forum) official certificate received. ASUSTeK has done it
again pioneering market trends and technology.
(2) Cloud Computing
Cloud Computing is to provide data access and/or application service by
terminal installation and through Internet connection to remote server or device.
Cloud Computing is the next innovative technology for the world after Web
2.0/3.0.
On the arrival of Cloud Computing era, ASUSTeK plans to introduce a series of
Cloud Computing related services and products with the quality of portability,
easy to use, connection, and service in depth reinforced in order to provide the
more comprehensive products and solutions: notebook, nettop, e-books, super
personal computer, home server, storage equipment, and communication
products that allow users enjoying the convenience provided by Cloud
Computing and information flowing through the diversified equipment freely.

4. Competition
The continuing volume growth of notebook is expected; however, low-price effect
remains in effect due to severe market competition; therefore, product design is
focusing on personalization to stimulate demands. ASUSTeK goes for product
differentiation and segmentation in accordance with the demand of each consumer.
The importance of marketing strategy is more than ever in order to create profit
niche for each enterprise.
At the same time, the development of notebook is moving towards upgrading
product value by integrating it with new technology, for example, light-weighted,
thin, portable, energy and power saving, and green environment to help ASUSTeK
outperform competitors in the minds of consumers. In addition to the quality of
light-weighted, thin, and long-lasting effect, ASUS notebook is designed with
unique power management technology to increase using time and power efficiency;
also, is with LED and nature material such as bamboo blended in response to the
calling for environmental protection.

MB, VGA, and CD-ROM are computer elements industry that has a supply chain
formed with CPU, module, PCB, and Connector. ASUS has kept a profound and
excellent relationship with the aforementioned businesses currently. ASUS has setup
subsidiaries to manufacture the aforementioned components for refining product
development technology and securing stable supply of components. Therefore,
ASUS has a comprehensive deployment of vertical integration substantiated. In
terms of global distribution structure, ASUS has worked with over 300 agents and
over twenty thousand distributors closely worldwide. ASUS is the world number one
brand in Europe, Asia, and America; in other words, ASUS is a dominant brand
name in market.

(III) Research and Development


ASUS has striven in R&D since the day of incorporation to control self-developed
technology for the R&D, production, and marketing of advanced MB, Graphics Cards,
Notebook, Eee PC, Server, mobile phone and to develop 4C (computer, communication,
consumer electronics, and automobile electronics) integrated products. ASUS has ATEC

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setup in 2003 and with three R&D divisions setup including broadband wireless
communication, wireline / wireless exchanger, and VCD / DVD key technology. For
ASUS, R&D Division and R&D Center work together reciprocally. R&D Center focuses
on technology study and commercialization of creativity. R&D Center is entrusted with
the responsibility to conduct preliminary study and assessment on the software and
hardware key technology, module, and applied program development platform in depth
for the reference of R&D director in judging technology movement and selecting partners.
R&D Division focuses on system integration and product introduction and
commercialization. Technology is transformed into income eventually; also, part of the
income is contributed to the creativity or technology supplier reasonably. R&D Center
will be operated permanently under such a positive cycle. The attention of and incentives
provided by the company’s management will allow ASUS to recruit R&D talents for
technology R&D continuously. In the constantly changing computer world, the company
has key technologies and leading products to compete in market and to create product
value. ASUS was with a R&D expense of $3,967,382 thousand booked in 2009.

ASUS is known for fast product R&D and Time to Volume. ASUS leads the industry to
develop advanced products successfully and with the following new products to show
for:

1. Product R&D in 2009:


a. Eee PC touch computer
b. Eee PC long-lasting computer
c. Eee PC - New Generation Simple Series for home use
d. Intelligent Navigation phone GPS
e. LED TV with built-in Set-up box
f. Advanced energy-saving MB
g. Ultra Mobile PC

2. R&D planned in 2010:


a. Super thin high-performance notebook
b. Multimedia video and audio entertainment notebook
c. Advanced 3D imagery display notebook
d. Advanced 3D imagery LCD screen
e. Hybrid phase design advanced energy-saving motherboard
f. GPS smart phone
g. EeeTop new generation All-in-one computer
h. EeePC touch panel and long-lasting simple computer
i. Eee Keyboard PC home computer
j. New Eee series playstation

(IV) Long-term and short-term development plan


1. Short-term development plan
ASUSTeK will continue to exercise the brand spirit of “fabulous innovation and
quality perfection” to develop products with the quality of green technology,
multimedia video and audio entertainment, and Cloud Computing. The product
development cover three platforms with advanced digital technology and user’s

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life experienced blend in: Open platform products including motherboard,
drawing card, play station, LCD, and network server; system products including
notebook and Eee PC™ Eee series; and handheld products including smart
navigation phone for consumer’s innovative design.

2. Long-term development plan


ASUS has become a 100% brand name company since 2008. For long-term
planning, the development of Digital Home and Media Center will be a new stage
for ASUS. ASUS is moving toward the integration of 4C communication,
information, consumer electronics, and automobile electronics. ASUS will stay
competing in the second-generation information war since Digital Home, Digital
Office, and Digital Person are the future.

II. Market analysis and the conditions of sales and production


(1) Market analysis
1. Sales regions
Unit: NT$ thousands
Year 2008 2009
Item Subtotal Total Subtotal Total
Domestic operating income 18,795,920 16,244,005

Internal operating income 230,555,031 216,332,899


America / Canada 15,042,211 2,170,317
Asia Pacific 209,371,978 213,630,267
Europe 5,835,153 244,216
Africa 305,689 288,099
Net operating income 249,350,951 232,576,904

2. Market share and market demand and supply and market growth
(1) Market demand and supply of computer components
The MB of ASUS took up the largest market share worldwide in 2009 with the
strength of excellent R&D capability, scale of mass production, comprehensive
supply chain of upper-stream and down-stream components, product quality, and
competitive production cost.

ASUS USB 3.0 is made as the global standard for new generation digital data
transmission. ASUSTeK is the technology leader having the motherboard
transformed perfectly, in which, P6X58D Premium with advanced function and
design is the first motherboard with USB-IF(USB Implementers Forum) certification.
ASUSTeK has done it again pioneering market trends and technology.

ASUSTeK had sold 22 million pieces motherboards in 2009. If motherboard is the


soul of a computer, VGA drawing card and CD ROM are the body and extremes of a
computer. ASUSTeK had managed to kept competitors in distance in 2009 by the
“Lion King” strategy. ASUSTeK had led VGA and CD ROM to a new territory that
symbolized several more “Lion Kings” of the enterprise. ASUSTeK has declared to
activate the “55 Project” aiming to take up 50% market share of motherboards in

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2014. ASUSTeK has introduced excellent products with high quality, high
performance, and high cost-performance value to the upper-stream, mid-stream, and
lower-stream market. ASUSTeK is determined to be dominant in global motherboard
market and construct its lion kingdom of technology.

(2) Market demand and supply of NB:


Made-in-Taiwan notebook has experienced tremendous growth in recent years.
Global Top-Ten notebook vendors have worked with Taiwanese manufacturers one
way or the other. Taiwan is now officially the largest production base for notebook
computer. The prevailing rate of notebook is growing rapidly in the world. ASUSTeK
has been in the business for twelve years and has performed wonderfully in the sense
of product quality, R&D technology, and business development. According to the
statistical data of 2009Q4 of international market survey institutes, ASUS notebook is
on the Top-Six list with 6.8 million notebook computers shipped in 2009 representing
17% growth from the year before; also, 5.4 million EeePC in 2009 representing 10%
growth from the year before. ASUSTeK had done well with both products in market.
ASUS notebook aims high in market share this year on the way to the Top-Four list
in 2010 and then the Top-Three list in 2011.

(3) Short-term development of IT industry:


On the arrival of Cloud Computing era, ASUSTeK plans to introduce a series of
Cloud Computing related services and products with a specific solution designed for
the cloud computing of mobile computation, multimedia entertainment, and
eCommerce and the quality of portability, easy to use, connection, and service in
depth reinforced in order to provide users with a boundary-free and timeless
convenient life and information at fingertip. Professionals may apply cloud
computing business tool freely to explore business opportunities, upgrade
competitiveness, and share rich and diversified multimedia entertainment with family
members.
ASUSTeK has managed to introduce pioneering convenient service in the field of
cloud computing since the introduction of Eee PC™ in 2007. ASUSTeK is a leading
brand in cloud computing terminal installation and with the most comprehensive
product solutions: notebook, nettop, e-books, super personal computer, home server,
storage equipment, video and audio player, and state-of-the-art communication
products that allow users enjoying the convenience provided by cloud computing and
information flowing through the diversified equipment freely.

3. Business goals
The company’s strategic planning has matched up to market development trend in recent
years. ASUSTeK had generated sales revenue of NTD248.2 billion in 2009. In addition
to care for the core businesses, ASUSTeK will initiate diversified business operation
carefully too. Sales of new products have grown by several folds. ASUSTeK will
continue to serve customers with practical and stable business operation; also,
world-class technology innovation, and excellent product quality.

4. Competitiveness, advantages and disadvantages of development, and responsive


strategies

Industrial development and vision

(1) Advantages

66
a. Intel’s promoting the energy-saving platform of CULV and Microsoft introduces
the Windows 7 processing system has helped bring IT industry new business
opportunities. The business that controls the most advanced key technology, rapid
R&D, and flexibility will be the market leader. ASUS is confident in becoming
the leader in market.
b. The production value of hardware is expected to grow in 2010. NB and MB are
two indexes for the development of global information industry. The said two
products are expected with positive development; therefore, they are the focus of
ASUS in business. The combination of product and market is one of the
advantages of ASUS.

(2) Disadvantages and responsive strategies

Global warming is getting worse. The awareness of environmental protection is


awakening; therefore, power saving is the notion shared by the world. Governments
announce strict environmental protection provisions on electronic products for
power saving effort to the industry; therefore, enterprises must be able to respond to
global environmental protection polices for smooth business development.
ASUSTeK, a global citizen, has been researching and developing lead-free and
cadmium-free green motherboard since the year of 2002; moreover, the concept of
environmental protection has been introduced into other product lines and with the
first power-saving motherboard with “smart EPU” introduced in 2007 to save CO2
emission throughout the power-on process. ASUSTeK has become the benchmark
of green industry and has substantiated the responsibility of a business citizen.
While the surge of green production takes up the world, for solving the problem of
global warming and environmental issues, green technology is the driving force of
economy. Products in conformity with EuP directive are “green products with
environmental protection design” that can be circulated freely in European
Community and demonstrate ASUSTeK’s green competition advantage.

ASUSTek was awarded with the “Enterprises Ongoing Business Development First
Prize” in Taiwan in 2007; also, the company was the first technology enterprise in
the world to receive the EuP directive certification. AUSUTeK notebook was the
first product to receive Environmental Product Declaration (EPD), BSI Carbon
Footprint, and EU Flower certification in 2009 evidencing ASUSTeK’s endless
effort in power saving and environmental protection.

Moreover, ASUSTeK expects have a more flexible and efficient organizational


operation with three business groups formed including: System business group, open
platform business, and handheld business in order to collect recourses and respond
to market changes with responsive measures. Each business group will then be able
to focus on improving procedure, form optimal strategy, and execute strategy
completely.

ASUS will continue to have recourses used for the products with economic scale
and competition advantage; also, to support the three business groups with the most
competitive product lines and sales channels. ASUS is dedicating itself to provide
consumers with better products and services; also, to upgrade the brand value in the
mind of consumers, finally, to turn consumer’s brand recognition into market share.

Operating environment

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(1) Advantages
a. ASUSTeK demonstrates R&D capability and introduces the first notebook and
motherboard compatible with USB 3.0 ahead of competitors in the sense of
advanced technology development with business opportunity and leading position
secured.
b. Comprehensive notebook and motherboard related components industry is
constructed breaking free from the technology restriction of Japan and Korea.
ASUSTeK is able to cope with the rapid growth of motherboard and notebook
computer in the sense of production.
c. ASUSTeK dedicates itself to the tasks of environmental protection, power saving,
and earth ongoing concern. Several innovative products are launched at CES and
Cebit international exhibitions this year with the core green technology for the
appreciation of the media from all over the world. ASUSTeK has innovative green
energy applied to the R&D and production of notebook computer, Eee PC™,
EeeBox, LED backlight screen, and motherboard that shall help gain leverage in
business opportunity and market under the surge of green environmental
protection.

(2) Disadvantages
The significant fluctuation of exchange rate in both directions has affected exporting
business negatively.

(3) Responsive strategies


Monitor exchange rate closely and adjust the position of foreign exchange to the
optimal level.

Internal conditions

(1) Advantages
a. Profound finance and sufficient funds
b. Profound inventory control and healthy turnover rate
c. The R&D technologies and talents of ASUS are world class; also, the technology
of ASUS dominants the industry.
d. The strategic planning of ASUS is with profound and moderate vision; also,
market trend matches up industrial development.
e. Talents are assets of ASUS. ASUS has improved employee’s welfare and salary
and welfare facilities constantly to keep employee’s morale high and employee’s
performance outstanding.

(2) Disadvantages
ASUS grows significantly in both business operation and organizational structure;
therefore, it is crucial to improve the management effectively.

Product and technological development

(1) Advantages
a. ASUS is with a strong R&D team for the development of MB, Graphics Cards,
CD-ROM, NB, server, desktop computer, Intelligent Navigation phone, wireless
broadband mobile device, and Eee series. The excellent R&D talents of ASUS are

68
known in the industry and with many patents received and many products in
development constantly.
b. The department heads and the management of ASUS are mostly with technological
background; moreover, they understand industrial trend and product development
technology well; therefore, they are able to take advantage of the development, to
plan product lines in depth, to apply recourses effectively, and to generate added
value.
c. ASUS has contributed significant R&D and marketing resources to promote the
star product Eee PC and Eee series in order to develop products with the merits of
good price, cosmetic design, industrial design, light weight, and easy interface.

(2) Disadvantages
The sales channel of mobile device is different from the one for information products;
therefore, it is necessary to have the sales channel for mobile device developed.

Sales and marketability

(1) Advantages
a. Under a profound sales management plan, ASUS has products distributed to all
areas evenly; therefore, negative economic development in any area will not cause
critical loss to ASUS. The said balanced market development does provide ASUS
with the best risk management.
b. Chinese and Russian market are with significant growth in recent years; therefore,
ASUS has deployment arranged progressively and does expect to perform well
this year with the emerging business opportunities in the said areas.
c. French market, Italian market, German market, and Russian market are the
developed regions in Europe. ASUSTeK has deployed market for motherboard
for years and with a great success achieved in the year of 2008. In fact, ASUSTeK
has cornered the highest market share for motherboard in Europe. In terms of
notebook computer, ASUSTeK is ranked number one in Taiwan, number three in
Europe, number three in China, number one or two in Eastern Europe, and
number three or four in Western Europe; also, is ranked world number six
worldwide. In terms of global network service, forty-nine official websites are
constructed in twenty-six languages for substantiating localized operating strategy
and developing local market.

(2) Disadvantages
The availability of resources and the control of cost are crucial to the business
performance of the subsidiaries overseas; therefore, the head office must be able to
control the said key elements effectively.

(2) Application and production process of major products


1. Application of major products
a. MB, VGA, and CD-ROM are important elements to desktop computer and server.
ASUS is in a leading position with all the aforementioned products worldwide.
b. NB and PDA are with potential to grow in commercial market (governmental offices
and business) and home market (personal consumption and use). NB and PDA of
ASUS are with bright future along with the prevailing concept of mobile office.
c. For the development of information products, wireless broadband mobile device
should be linked to personal life; therefore, the most important communication

69
interface is wireless broadband communication technology. For the development of
the professional and star product, it is necessary to control the key technology for
developing marketable products and ASUS is moving towards the said direction.

2. Production Process of Major Products


a. MB and VGA: Automatic SMT →Pick and place→soldering pot→burning→test.
b. NB and other products: Automatic SMT→pick and place→soldering pot
→burning→PCB test→assemblying→system test。

(III) Supply of major raw materials


Major raw materials Suppliers
Chips AMD, Intel, Nvidia, SiS, VIA
Logic IC Winbond, Newland, RT
PCB HSB, GCE, Nova, Tzi-Yin
Connectors HON HAI, LOTES, Tyco)
DRAM ELPIDA、HYNIX、SAMSUNG、Nanya
LCD LGD, AUO, CMI, HannStar

Most of the aforementioned manufacturers are domestic and international with good
quality and reputation built; moreover, they have been in business with ASUS for years
in a good term with raw materials supplied to ASUS that help the company to stay
competitive.

(IV) Major Customers with over 10% net sales and Suppliers with over 10% total purchases
of the last two fiscal years
1. Major Suppliers of the last two fiscal years
Unit: NT$ thousands
2008 2009 2010Q1 (Note 1)
Percentage of Percentage of Relation Percentage of Relatio
Relation with
Item Name Amount net annual Name Amount net annual with Name Amount net purchase n with
issuer
purchase (%) purchase (%) issuer of Q1 (%) issuer
Invested
Invested
company
company
P valued
1 81,188,608 36 valued with P customer 60,554,197 31.83
Customer with
equity
equity
method
method
2 F customer 40,882,473 21.5 None
Others Others Others
Net Net Net
purchase 100 purchase 100 purchase 100
amount amount amount
Note 1: The 2010Q1 financial statements audited by the CPA were not yet available up to the print of annual
report on March 22, 2010.
Note 2: The aforementioned purchase amount excluded the raw material purchased on behalf of the related
party
Note 3: Causes of increase and decrease – for business operation

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2. Major Customers of the last two fiscal years
Unit: NT$ thousands
2008 2009 2010Q1 (Note 1)
Percentage Percentage Relati
Percentage
of annual Relation of annual Relation Name on
Item Name Amount Name Amount Amount of net sales
net sales with issuer net sales with issuer with
of Q1 (%)
(%) (%) issuer
Invested Invested
company company
A
1 203,543,087 82 valued with ASTP 210,597,333 91 valued with
customer
equity equity
method method
Others 45,807,864 18 Others 21,979,571 9 Others
Net Net
Net sales
249,350,951 100 sales 232,576,904 100 sales
amount
amount amount
Note 1: The 2010Q1 financial statements audited by the CPA were not yet available up to the print of annual
report on March 22, 2010.
Note 2: Causes of increase and decrease – for business operation

(V) Production/Sales Quantities and Value over the Past Two Year: N/A

(VI) Sales quantities and value of the last two fiscal years:

Unit: Piece (unit); NT$ thousands


Year
2008 2009
QTY Domestic Sales Export Sales Domestic Sales Export Sales
& Amount
Items
QTY Amount QTY Amount QTY Amount QTY Amount

Computer
753,088 11,417,890 12,937,840 161,222,785 779,560 9,484,706 12,309,452 159,289,851
system
3C products 1,713,058 2,453,463 38,444,080 65,182,573 1,847,744 3,763,793 32,910,343 51,875,178
Others - 4,924,567 - 4,149,673 - 2,995,506 - 5,167,870
Total - 18,795,920 - 230,555,031 - 16,244,005 - 216,332,899

III. Employees
Status of employees over the past two years and up to the date of the report printed
March 22, 2010
As of March
Year 2008 2009
22, 2010
Direct Labor 0 0 0
Employee Indirect labor 3,933 3,455 3,430
Total 3,933 3,455 3,430
Average age 30.61 31.44 31.60
Average years of service 3.13 3.92 4.02
Ph. D. 0.71% 0.70% 0.64%
Masters 44.95% 46.45% 46.73%
Education College /University 47.39% 47.03% 47.03%
(%) Senior High School 5.42% 4.05% 4.29%
Junior High School
1.53% 1.77% 1.31%
and below

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Note: ASUS had brand name business and OEM/ODM business divided officially on January 1, 2008.
The brand name business was the responsibility of ASUS while OEM/ODM was the responsibility of Pegatron
Corporation and Unihan Corporation.

IV. Expenditure on environmental protection


(I) Material capital expenditure invested in environmental protection activity:
1. ASUS is certified with ISO14001; also, bases on the spirit of reserving natural resources
moving towards the direction of preventing and improving pollution.
2. ASUS is certified with OHSAS18001; also, has safety and health risk in control and
goes for the on going concern of the company with zero disaster.
3. ASUSTeK completed the “ISO14064 Greenhouse Gas Emission Investigation”
certification in 2008. ASUSTeK has greenhouse gas emission investigation modified
since January 2008 in response to the reorganization. The “ISO14064 Greenhouse Gas
Emission Investigation” validation process has been passed in the year of 2009.
ASUSTeK has initiated the greenhouse gas emission reduction plan since the base year
of 2008. The goal is to reduce 15% gas emission by the year of 2015, reduce the impact
of business and office activities on the environment, and protect the earth.
4. ASUS fellows will join environmental protection organizations and get involved in
environmental protection activities.
5. ASUS has promoted green product and recycling mechanism in compliance with the
environmental requirement of RoHS and WEEE.
6. ASUS has joined Taipei Environmental Protection Volunteers Squad to help clean up
the beach and perform environmental protection community service in Beitou are.
ASUS has striven to fulfill social responsibility and protect our environment as a green
corporate should do.
7. Arrange environmental protection, recycling, and merciful donation activities from time
to time; also, contribute the income generated to charities activities.

(II) The total amount of loss and fine paid for environmental pollution in 2009 and up to the
date of the report printed: None

(III) Estimated environmental protection expenses:


1. ASUSTeK will continue to conduct ISO14064 Greenhouse Gas Emission Validation
and product carbon footprint validation process.
2. ASUS will introduce energy management system forcefully to save energy and reduce
green house gas emission.
3. ASUS will continue to invest in green design, green procurement, green production,
and green marketing for fulfilling corporate social responsibility to the earth.

(III) The responsive actions of ASUS to environmental regulations:


ASUS cares about environmental protection, perpetual application of resources, and
ecosystem issues; also, bases on the company’s environmental and occupational safety
and health policy to establish environmental protection and health management system in
order to substantiate ASUS’s on going concern with continuing improvement. ASUS
does not take the importance of “green design, green procurement, green production, and
green marketing” lightly and ASUS has initiated many tasks that are new in Taiwan and
leads to and activates the industry for on going concern. In addition to promoting
GreenASUS internally, the SERASUS is promoted to work with suppliers promoting
green supply chain, reinforcing green design, developing green products, encouraging
green products recycling mechanism and power-saving products design in compliance
with the global environmental protection equipments of WEEE, RoHS, and EuP; also,

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ASUS has received international environmental protection citation and awards as a
leading green high-tech enterprise should be.

1. ASUS has complied with global environmental regulations:


ASUS has GreenASUS setup to monitor and to respond to global environmental
protection regulations including RoHs, WEEE, EuP, battery and packing material
application and waste management in order to comply with the requirements for
products shipped to the world directly and indirectly. ASUS has RoHS test equipment
available to have the components, work-in-process goods, and by-product tested; also,
to ensure the finished goods shipped complying with international environmental
protection standard.

2. The certification of environmental protection system:


In fulfilling the quality assurance of environmental protection system, ASUS’s Quality
Management System is stipulated in accordance with ISO and HSPM of IECQ QC
080000. ASUS has received the certification of IECQ QC080000 and IECQ hazard
substances procedure management system.

3. International environmental protection citation and award:


ASUSTeK had continued aggressively to promote green products and demonstrate
excellent green design concept. In terms of EU Flower logo and Czechoslovakia
environmental protection logo, in addition to the awards to several models of notebook
computers again, EeeBox of ASUS received tabletop computer certificate. In addition
to the first award of EPEAT Gold Medal to the notebook computer made in Taiwan in
2008, EeePC, EeeBox, and display were also awarded. AUSUTeK were awarded with
28pcs of EPEAT Gold Medal and 12pcs of EPEAT Silver Medal in 2009.
ASUSTeK has enforced and received the “Class III Environmental Product
Declaration (EPD)”certification for the 15.6” notebook computer in accordance with
ISO14025 this year. Discussed product’s carbon footprint under the foundation of EPD;
also, conducted product’s carbon footprint investigation in accordance with BSI PAS
2050:2008 Directive. ASUS N51V notebook computer was the first to receive “Carbon
footprint” validation in October 2009.
On TIME Magazine’s “Green Design 10” technology product category list, ASUS
U6V notebook computer cover is made with environment-friendly bamboo material
instead of plastic or alloys. According to TIME Magazine, ASUS U6V notebook is
with excellent power saving advantage and helps minimize greenhouse gas emission.
That is why ASUS U6V notebook computer is the chosen one. The permanence,
deftness, and effectiveness of Eee PC 1000HE were complimented in the “Your Green
World” of CNN. ASUS Eee PC 1000HE was awarded with the title of “Deft Notebook
Computer” in the “Deft Notebook Computer Contest” with the merits of “practical
deign,” “comfortable keyboard,” and “5.1-hour permanence” by Money Magazine and
CNNMoney.com. ASUS U6V and Eee PC 1000HE are the canons of green technology
products.

Please visit ASUS’s website for more products awarded with environmental protection
citations: http://csr.asus.com/chinese/index.aspx#74

ASUS’s green achievements:


(1) The Halogen-free policy has been initiated since the year of 2008 and into the
year of 2009 with NB, PDAs, display, EeePC, and VGA marketed. Investigate

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components continuously for the realization of halogen-free of entire product
line.
(2) Construct ASUS corporate social responsibility website (http://csr.asus.com/) to
disclose the information related to the responsibility of ASUS for environmental
protection and society. It is the interaction platform for stakeholders who care
about information related to the environmental protection of ASUS.
(3) The green design and recycling system plan of ASUS is to establish “green
design and green recycling management platform” including establishing
international environmental protection regulations information control system,
green product easy-dismounting and easy recycling/reusing design and
validation system, and green recycling and processing control system. Moreover,
ASUS had submitted the green design and recycling system plan to attend
international environmental protection contest and was ranked by Oekom, a
reputable European institute, in the first place in the category of computer and
peripheral products in 2007. Integrate the achievements in promoting
environmental protection and add it with the image of brand name and
outstanding performance in environmental protection to demonstrate how the
visibility and value of brand name can be improved by taking advantage of
international green environment. The said project was awarded with the award
of demonstrative plan by MOEA.
(4) Developed the first lead-free and halogen-free MB in Taiwan (attended the
directive product development plan of Industrial Development Bureau MOEA
and was awarded in 2006). In assessing and selecting environmental material for
MB, testing and analyzing assembly features, establishing process technology
standard, and inspecting product function and validating quality, ASUS has
R&D, experiment, test, and application validated. ASUS has cherished natural
resources, fulfilled social responsibility and environmental protection, and
substantiated safety and health policy; also, has mass produced the first MB that
is compliance with the strict requirement of European Community on electrical
engineering and electronic materials.
(5) Constructed the first Green Product Management System (GPMS) in Taiwan
and it was the first management platform used for the prohibited substances to
shorten product development cycle, upgrade product quality, speed up Time to
Market effect, and activate consulting suppliers in the supply chain to comply
with RoHS and packaging directives of European Community. ASUS has
consulted over one thousand suppliers to supply green components and
encourage the application of green components as a good role model to the
industry.
(6) Established the first e-Material system and acceptance procedure to shorten the
time in accepting the banned material and component and product development
process.
(7) Constructed green supply chain e-platform and it was awarded with “IT Award”
by the MOEA.
(8) ASUS has conducted Quality Business Review (QBR) periodically and annually
to ensure suppliers, contractors, and new suppliers in conformity with ASUS’s
standards including writing review and annual audit. QBR suppliers and
contractors will receive further audit from ASUS including QC080000 and ISO
9001, ASUS’s technical standard, and three-in-one management including QSA
(Quality System Audit), QPA (Quality Process Audit), and GA (ASUS’s HSF

74
green components acceptance, Hazardous Substance Free) in order to have the
pursuit of perfect quality realized on ASUS’s green supply chain management.
(9) Joined the RoHS (Restriction of Hazardous Substances Directive, restriction on
hazardous substances directive) service of the MOEA to consult Taiwanese
manufacturers in green supply chain by sharing the experience in green design
and green supply chain management by speeches/seminars/media interview.
(10) Constructed recycling system in Europe and became the first Taiwanese
manufacturer in the United States providing consumers with free-of-charge
recycling service to have the recycled computers processed properly and
environment-friendly in order to minimize the impact of recycled products on
environment.
(11) Developed the first WEEE easy to dismounting and recycling Green Design
system in Taiwan in order to comply with the 3R recycling ratio of European
Community, construct green recycling IT platform, and monitor and control
recycling information.
(12) Conduct product’s life cycle investigation and assess and analyze environmental
impact; also, complete Class III EPD and Carbon Footprint PAS 2050.
Demonstrate and share Taiwan Mechanical Product Life Cycle Evaluation Table
and related experience with Taiwanese industry; also, construct product life
cycle investigation database with TEEMA in Taiwan.
(13) For the purposes of caring for environment, reducing garbage volume, disposing
waste effectively, and minimizing the burden of environmental pollution, ASUS
has focused on choosing environment-friendly material, environment-friendly
design, power-saving, longer life cycle, waste management, and product
packaging management to reduce environmental pollution and to apply for
environmental protection labels, for example, EPEAT, EU Flower, Czech
Republic, Energy Star of the United States, Taiwan Environmental Protection
Labels, J-MOSS of Japan, and Power-saving of China for promoting the concept
of environmental protection.

V. Employee/employer relations
The realization of business goals relies on the commitment, deduction, and effort of
employees; however, employees cannot exercise their talents without the support of the
employer; therefore, a harmonious employer-employee relation is what ASUS after. ASUS
has treated employees with an honest and open attitude; also, has working regulations and
rules defined in the company’s Work Code for the reference of employees. In terms of
salary, benefit, and training policy, it is designed to help employees realize their objectives;
therefore, they are able to have themselves heard and to have their working safety secured;
also, their work satisfaction and profound economic interest fulfilled without the need of
organizing an union. Employer and employees are unified and share the same concept to
work for the future of the organization.

(I) Employee’s welfare package


ASUS has made the “respecting humanity and caring for employees” one of the operating
concepts. For the purpose of taking care of employees sufficiently and protecting their
living security in order to work for the company worry-free, ASUS provides basic
protection to employees; also, provides or sponsors welfare projects specially.
Employee’s Welfare Committee is formed by the employees to plan and enforce welfare
activities as follows:

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1. ASUS has the following benefits provided in accordance with Company Law:
Health insurance, labor insurance, group insurance, pension reserve, accrual pension
reserve according to old contribution plan deposited in Bank of Taiwan, arrearage
reserve, and appropriating welfare fund with a percentage of sales revenue and paid-in
capital.
2. ASUS has the following benefits provided specially:
Season-greeting bonus and performance bonus, appropriating bonus to employees
with retained earnings, annual physical check up, libraries, EAP, and indoor warm
water swimming pool and gym; also, encouraging employees to propose their
advanced study plan for financial aid.
3. “Employee Welfare Committee”
Season-greeting bonus, wedding/funeral/celebration and emergency financial aid,
group activities, birthday, scholarship and financial aid to employee’s children, tours
and functions, and language classes

(II) Education and training


ASUS has years of experience in cultivating talents in accordance with operating
concepts of “cultivation, cherishment, caring for employees, and helping ASUS fellows
reaching their potential;” moreover, ASUS has a profound operating model setup in
education and training and with excellent internal tradition formed. The talents
cultivation and development is illustrated as follows:

1. Substantiate talents development mechanism: Learning process


The “cultivation, cherishment, and caring for employees” is illustrated in the
company’s operating concept. Therefore, the company’s talents development
mechanism is planned to help directors and talents build up the most needed ability in
fulfilling personal work objectives with a personal learning program drafted up.
Directors and employees are to discuss and plan personal learning program in
accordance with the concept of “job-oriented learning,” the company’s core value and
the occupational ability needed for job performance by each employee in order to carry
out learning systematically and effectively. There were 2,600 persons/times joined the
learning program in 2009.
2. Construct diversified learning resources
(1) Management and core vocational training
AUSUTeK plans comprehensive learning blueprint for each employee to help
build up their occupational competence. Annual management training program
including junior management training, management competency training in all
levels, management seminars, and elite management courses is to help the
management upgrade managing ability systematically and exercise management
effectiveness. Plan core value training courses to help staff generate ASUS DNA
and upgrade staff’s work skills and performance. Management competency and
core value training courses arranged in the year of 2009:
Time Expense
Item Type Course Person-time
(hr.) (NTD)
Management Classroom 39 259 1,098 1,175,576
training E-learning 24 28.5 810 -
Core
Classroom 114 904 9,242 1,261,383
vocational

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training E-learning 37 25 2,596 -
Total 225 1207.5 13,746 2,436,959
Note: Twenty-two management training courses (classrooms) and 92 core value training courses
(classrooms) were arranged by internal instructors; therefore, free of charge.
(2) Professional occupational training
ASUS has new recruits trained with various professional and practical courses to
help them adapt to working culture and accumulate professional skills in depth and
width. There were 537 professional courses arranged by each department in 2009.
(3) Self-development resources and seminars
ASUSTeK promotes digital learning system and resources to help staff worldwide
conduct voluntary learning wherever and whenever; also, plans Business English
courses, spiritual seminars, and physical library for the benefit of staff in learning,
upgrading personal competency, and building up proper work attitude and sense of
value. Four Business English seminars, nine Business English courses, and four
spiritual seminars were arranged in the year of 2009. There are over 700 books in
the physical library of ASUSTeK.
(4) External training
In addition to the internal training courses planned in accordance with the demands
of the staff taking as a whole, employees are assigned to be trained externally in
response to the demand of each individual in order to upgrade the professional
ability needed for performing the task. External training arranged in 2009:
Expense
Item Course
(NTD)
Professional 124 489,504
Management 42 302,555
Language 3 12,525
Others 26 206,240
Total 195 1,010,824
(5) On-job training
ASUSTeK offers diversified on-job training including project training, deputyship,
occupational coach, encourage, etc. to help staff learn at work and to reinforce
personal knowledge and skill. In order to help staff conduct on-job training
systematically and upgrade training effect, ASUSTeK encourages the management
to plan annual competency training programs for staff in the learning plan. The
2010 learning plan is with 443 on-job training programs planned.

(III) Code of employee’s conducts and ethics


The “sincerity, thrift, profundity, and practicality” is one of the company’s operating
concepts. For the common understanding of ASUS fellows, the company has the Chinese
traditions “modesty, sincerity, theft, swiftness, courage” made to be the code of
employee’s conduct socially and personally.
The importance of industry’s moral and social responsibility cannot be stressed enough
internationally; therefore, industry with the continuous trust and respect of consumers,
business partners, and the public will be able to operate permanently. For regulating
employee’s conducts in compliance with the company’s moral code and helping the

77
company’s related party understand the moral standard of the employees in performing
job responsibilities, ASUS has the “Code of Business Conducts” regulated to reinforce
the moral and professionalism of the company and the employees. The employees of
ASUS are expected to demonstrate work ethics and to help make ASUS a respectable
company.
The company’s “Code of Business Conducts” is structured in accordance with EICC and
“Reference for the Code of Conducts by Listed/OTC Companies” as follows:
Chapter 1 General rules
Chapter 2 Business integrity principle
Chapter 3 Preventing conflict of interest
Chapter 4 Gifts, business entertainment, and social standard
Chapter 5 Public information
Chapter 6 Fair trade, advertisement, and competition
Chapter 7 Community watch
Chapter 8 Punishment
Chapter 9 Others

(IV) Working environment and worker’s safety protection:


1. Establishment of Labor Health & Safety Committee:
The company has labor safety and health department setup according to the
regulations and with the responsible personnel designated to protect the working
environment and the safety and health of employees; also, to carry out labor safety
and health tasks in accordance with the regulations and governmental rules.
2. Arrange labor safety and health education and training and employee’s health check-up
periodically
In addition to having labor safety and health department organized, the company must
have labor safety and health education and training arranged for the new recruits. The
designated area for special working process is with directors assigned to monitor the
related activities. The company has arranged special education and training and
physical check up for the workers who are responsible for special working process
annually for their own protection and safety.
3. Establishment of medical units
There are nurses at the ASUS Medical Units to care for the staff; also, physicians are
there to provide outpatient and advisory service to the staff.
4. ASUSTeK constructs EAP psychological consultation, free eye sights examination and
muscles and bones check up, and arrange H1N1 vaccines injection onsite in
accordance with the operating concept of “incubation, cherish, and care for
employees.”
5. ASUSTeK was awarded with the “Enterprise Health Excellence Award” of Taipei City
in 2009 and the “Health Promotion Logo” of Bureau of Health Promotion, Department
of Health R.O.C. (Taiwan); also, was the first enterprise to receive the “Nutrition
Health Award”
6. Conduct fire drill and emergency evacuation training and hydrant equipment
inspection periodically
Draft up firefighting plan, organize firefighting team and rehearse firefighting
equipment application. ASUS will arrange in-house firefighters training, notice,
evacuation drill, rescue training, firefighting seminars and firefighting training in
accordance with regulations to substantiate firefighting tasks and protect the safety of
employees.
7. Conduct working environment inspection periodically, define safety and health goals,
and ensure employee’s safety and health

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ASUS conducts working environment inspection periodically in accordance with
domestic regulations and arrange special workers education and training and health
inspection to ensure the health of workers responsible for special working process.
8. Establish TOSHMS management and complete global chemicals control system
amendment
For the safety and health of the company’s employees and subcontractors; also, for
preventing accidents and environmental pollution from occurring effectively, ASUS
has procedures amended in accordance with the TOSHMS of the competent authority
and the amendment of global chemicals control system completed.
9. Charity activities
ASUSTeK has focused on “shortening digital divide,” “upgrading innovation ability,”
“incubating science and technology talents,” “encouraging cooperation between
industry and academia,” and “promoting environmental protection and power saving”
in a long run. ASUSTeK has ASUS Foundation setup in 2008 to have resources
integrated effectively, to feedback the society more effectively, and to fulfill corporate
social responsibility.
Activities promoted by ASUS and ASUS Foundation in 2009:
(1) Work with ETMALL arranging “Infinite love, online tribe” activity to donate 135
computers to 17 tribe elementary schools.
(2) Work with APEC on the shortening digital divide plan (ADOC 2.0); also,
construct the following digital learning centers with Institute for Information
Industry to help children in remote areas and on the street break free from poverty.
- Setup one digital learning center in Jakarta Indonesia
- Setup two digital learning centers and two digital learning automobiles in
Philippines
(3) Sponsor scholarship to colleges and universities in China for cultivating talents
(4) Sponsor eleven exhibitions including Cowparada public arts activities, Taipei 4th
Digital Art Festival, and Taipei Contemporary Art Gallery. Promote culture and
art business aggressively, recover traditional local art, and upgrade citizen’s
spiritual life.
(5) Sponsor Hondao Senior Citizen’s Welfare Foundation to promote digitalized
exercise in senior citizens community
(6) Cooperate with Public TV promoting environmental protection education and
arranging national environmental protection documentary tournament
(7) Sponsor Public TV to film a documentary on black-faced spoonbill for promoting
environmental conservation education.
(8) Sponsor ADOC 2.0 private office publishing books and filming documentary to
promote digital learning and shorten digital divide.
(9) HSBC and ASUS Foundation donated 16 computers together to the “Minority
Community Project” of EDEN Foundation
(10) Sponsor Matthew Lien to help Taiwan Fund for Children and Families raise funds
for concerts
(11) Sponsor farmers to adopt toxic-free rice field
(12) Work with National Tsing Hua University to arrange Indigene Science Internet
exhibition and help arrange indigene children education.
(13) Donate computers to help promote digital learning (Tzuchi, HongHua Children’s
Orphange, organic rice field…)
(14) ASUSTeK encouraged employees to donate money voluntarily and join disaster
relief program.

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(15) “Children Are Us” Bakery stationed in the food court of the headquarters with job
opportunities for minority. ASUSTeK included “Children Are Us” on the payroll
as a way to care for and feedback the society.

(V) Retirement plan


In response to the company’s having the business operation dividend into brand name
business and OEM/ODM since 2008, the seniority of the workers with ROC nationality
was settled and with the pension paid on the end of January 2008. Workers with ROC
nationality who have been employed in 2008 are entitled to the Defined Contribution
Pension Plan. White-collar workers without ROC nationality are entitled to the
prior-existing pension plan. Blue-collar workers are contracted for three years without the
concern of pension.

(VI) Other agreements


The company’s loss from employee-employer dispute in recent years and up to the date
of the report printed: None

VI. Major agreements:


March 22, 2010
Nature of Beginning and ending
Client Content Provisions
agreement date of agreement
Marketing 08.01.2008
Microsoft Project plan
agreement ~01.31.2010

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VI. Financial Information

I. Condensed balance sheet, income statement, and auditor’s opinions over the last five
years
(I) Summarized Balance Sheets
Unit: NT$ thousands
Summarized Balance sheets of
Year fiscal year 2005~2009 (Note 2) As of March 22,
2005 2006 2007 2008 2010
Item (adjusted) (adjusted) 2009 (Note3)
(adjusted) (Note 6)
Current Assets 117,694,105 191,989,157 184,002,080 94,196,563 99,144,691 -
Funds & -
76,808,799 96,622,084 105,954,737 121,141,147 121,788,684
investments
Fixed assets 8,720,196 8,958,559 8,582,153 4,710,986 4,273,269 -
Intangible Assets - - 233,383 223,647 174,074 -
Other Assets 1,646,016 1,560,487 1,703,097 301,871 3,548,961 -
Total Assets 204,869,116 299,130,287 300,475,450 220,574,214 228,929,679 -
Before
allocation
84,294,984 153,025,476 122,013,748 50,793,105 52,939,062 -
Current
Liabilities After
allocation
88,080,862 158,971,183 132,488,611 59,232,957 (Note1) -
Long-term
10,091,538 12,276,580 15,823,297 - - -
Liabilities
Other Liabilities 1,147,750 2,643,109 3,309,838 2,494,491 2,806,640 -
Before -
allocation
95,534,272 167,945,165 141,146,883 53,287,596 55,745,702
Total
Liabilities After -
allocation
99,320,150 173,890,872 151,621,746 61,727,448 (Note1)
Capital Stock 29,970,082 34,070,702 37,283,589 42,460,513 42,467,775 -
Additional paid-in
18,495,574 21,730,753 28,380,731 29,696,393 30,237,586 -
capital
Before
allocation
61,593,204 73,097,529 92,029,109 93,003,248 96,525,371 -
Retained
earnings After
allocation
54,137,262 64,745,781 76,613,594 84,478,998 (Note1) -
Unrealized gain -
from the financial (86,977) 2,724,181 511,248 (1,568,528) 2,159,201
assets for sales
Cumulative
translation (637,039) (435,027) 1,124,179 3,696,120 1,490,885 -
adjustments
Net loss not
recognized as - (3,016) (289) (1,128) (3,202) -
pension cost
Unrealized gains
on cash flow - - - - 306,361
hedges
Before -
Total allocation
109,334,844 131,185,122 159,328,567 167,286,618 173,183,977
Shareholder’s
Equity After -
allocation
105,548,966 125,239,415 148,853,704 158,846,766 (Note1)

Note 1: General shareholders meeting has not yet been summoned up to March 22, 2010; therefore, the amount after
adjustment is not disclosed.
Note 2: The financial information of the last five years is reviewed by CPA.
Note 3: The Q1 2010 financial statements have not yet been audited by CPA up to the date of the report printed on

81
March 22, 2010.
Note 4: ASUSTeK had acquired Askey by stock exchange and had the said acquisition processed with equity
combination method; therefore, financial statements of 2005 were recompiled under the circumstance.
Note 5: ASUS has adopted the principles under Accounting Research and Development Foundation in Taiwan (97)
Kee.mi.tzi No. 331 Letter and (98) Kee.mi.tzi No. 046 Letter to have the convertible bond adjusted
retroactively. Therefore, the 2006 and 007 financial information were adjusted retroactively.
Note 6: Some accounts and amounts in the financial statements of 2008 were adjusted in response to the
presentation of 2009 financial statements. The said reclassification did not have a material impact on the
financial statements.

(II) Summarized Income Statements


Unit: NT$ thousands

Summarized Income Statements of fiscal year 2005~2009 (Note 1) As of


Year
March 22,
2005 2006 2007 2008 2010
2009 (Note 2)
Item (adjusted) (adjusted) (adjusted) (Note 6)
Net sales 179,764,037 386,039,184 589,905,832 249,350,951 232,576,904 -
Gross Profit 23,000,841 27,462,425 41,209,222 16,382,030 11,965,792 -
Operating Income 11,079,873 9,376,688 16,032,957 7,187,803 3,545,695 -
Non-operating Income 7,396,713 14,800,872 18,436,763 14,063,659 9,764,265 -
Non-operating Expenses 1,120,977 499,665 1,418,726 694,914 489,190 -
Income from Continuing
17,355,609 23,677,895 33,050,994 20,556,548 12,820,770 -
Operations before Tax
Income from Continuing
15,277,112 18,951,364 27,283,328 16,456,567 12,479,066 -
Operations
Income from
- - - - - -
Discontinued Operations
Extraordinary Gain and
- - - - - -
Loss
Cumulative effect of
Change in Accounting - 8,903 - - - -
Principle
Net Income 15,277,112 18,960,267 27,283,328 16,456,567 12,479,066 -
Earnings per share
4.64 5.57 7.43 3.88 2.94 -
(non-retroactive)
Note 1: The financial information of the last five years is reviewed by CPA.
Note 2: The Q1 2010 financial statements have not yet been audited by CPA up to the date of the report printed
on March 22, 2010.
Note 3: No capitalized interest expenses booked in the last five years.
Note 4: ASUSTeK had acquired Askey by stock exchange and had the said acquisition processed with equity
combination method; therefore, financial statements of 2005 were recompiled under the circumstance.
Note 5: ASUS has adopted the principles under Accounting Research and Development Foundation in Taiwan
(97) Kee.mi.tzi No. 331 Letter and (98) Kee.mi.tzi No. 046 Letter to have the convertible bond adjusted
retroactively. Therefore, the 2006 and 007 financial information were adjusted retroactively.
Note 6: Some accounts and amounts in the financial statements of 2008 were adjusted in response to the
presentation of 2009 financial statements. The said reclassification did not have a material impact on the
financial statements.

(III) Auditing by CPAs


CPAs and their auditing opinions in the past five years
Auditing Year CPAs Opinions
2005 Ming-Yu Lee, Mushen Chen Modified unqualified

82
2006 Ming-Yu Lee, Mushen Chen Modified unqualified
2007 Ming-Yu Lee, Chih-Huei Yang Modified unqualified
2008 Ming-Yu Lee, Chih-Huei Yang Modified unqualified
2009 Hsin-Fu Yen, Jui-Lan Lo Modified unqualified

II. Financial analysis in the past five years

Year Financial analysis in the past five years


As of
March 22,
2005 2006 2007 2008 2010
2009 (Note 5)
Item (Note 2) (adjusted) (adjusted) (adjusted) (Note 10)

Financial Ratio of liabilities to assets 46.63 56.14 46.97 24.16 24.35 -


structure
(%) Ratio of long-term capital to fixed
assets
1369.54 1601.39 2040.88 3,550.99 4,052.73 -

Current ratio (%) 139.62 125.46 150.80 185.45 187.28 -


Solvency
(%)
Quick ratio (%) 83.73 77.60 105.90 126.91 154.53 -
Times interest earned ratio 10707.73 584.33 62.11 66.82 127.32 -
Account receivable turnover
(times)
6.23 5.11 5.56 3.38 5.41 -
Days sales in accounts receivable 58.58 71.42 65.64 107.98 67.46 -
Inventory turnover (times) 5.51 5.92 8.47 5.43 9.26 -
Operating
Account payable turnover (times) 3.79 3.76 5.50 4.41 7.20 -
ability
Average days in sales 66.24 61.65 43.09 67.21 39.41 -
Fixed assts turnover (times) 20.61 43.09 68.74 52.93 54.43 -
Total assets turnover (times) 0.88 1.29 1.96 1.13 1.02 -
Ratio of return on total assets (%) 9.68 7.54 9.24 6.41 5.60 -
Ratio of return on shareholders’
equity (%)
15.88 15.77 18.78 10.08 7.33 -
Operating income 36.97 27.52 43.00 16.93 8.35 -
Ratio to issued
Profitability capital stock (%)
Income before tax 57.91 69.50 88.65 48.41 30.19 -
Profit ratio (%) 8.50 4.91 4.62 6.60 5.37 -
Earnings per share ($) 4.64 5.57 7.43 3.88 2.94 -
Cash flow ratio (%) 11.32 1.97 9.44 34.82 46.17 -
Cash flow
(%) Cash flow adequacy ratio (%) 30.00 18.66 26.37 31.01 51.68 -
Cash reinvestment ratio (%) 4.65 (0.02) 3.54 4.86 9.01 -
Degree of operating leverage 1.52 1.88 1.62 1.26 2.60 -
Balance
Degree of financial leverage 1.00 1.00 1.03 1.05 1.03 -

83
83
The root causes of the financial ratio change in the last two years:
Ratio of liabilities to assets: Accounts payable for the inventory purchased was increased due to the economic
recovery in 2009Q4.
Ratio of long-term capital to fixed assets: Shareholders’ equity was up and change in fixed assets was insignificant
due to the increase of net income; therefore, Ratio of long-term capital to fixed assets was increased.
Current ratio: Accounts receivable from the sales of goods was increased due to the economic recovery in 2009Q4
and sales growth.
Quick ratio: Accounts receivable from the sales of goods was increased due to the economic recovery in 2009Q4 and
sales growth.
Times interest earned ratio: The amortization of CB in the year was decreased (ASUS CB and ECB were without
interest paid; however, CB discount expense was credited to interest expense in accordance with the new notice even
there was no cash actually paid); therefore, Times interest earned ratio was increased.
Account receivable turnover (times): ASUSTeK had OEM business spited to the subsidiary in the last year;
therefore, the beginning accounts receivable included OEM business and Account receivable turnover (times) of prior
period was low.
Inventory turnover (times): The management of ASUSTeK striven to control inventory level and with lower
inventory amount on the book; therefore, Inventory turnover (times) was low.
Account payable turnover (times): ASUSTeK had OEM business spited to the subsidiary in the last year; therefore,
the beginning accounts payable included OEM business and Account payable turnover (times) of prior period was low.
Total assets turnover (times): The sales revenue of 2009Q1~Q3 was decreased due to recession; therefore, Total
assets turnover (times) was decreased.
Ratio of return on total assets: The net income of was decreased due to recession in 2009Q1~Q3.
Ratio of return on shareholders’ equity: The net income of was decreased due to recession in 2009Q1~Q3.
Ratio of operating income to issued capital stock: The sales revenue was decreased and operating income was
decreased too due to recession in 2009Q1~Q3.
Profit ratio: Profit ratio was reduced due to the severe market competition, selling price adjusted down per the
company’s policy, and gross profit rate was decreased.
Cash flow ratio: Cash flow ratio was up from the year before due to the effort of the management in controlling
inventory level, reducing total amount of inventory, and causing net cash inflow from operating activity to go up.
Cash flow adequacy ratio: Cash flow adequacy ratio was up from the year before due to the effort of the management
in controlling inventory level, reducing total amount of inventory, and causing net cash inflow from operating activity
to go up.
Cash reinvestment ratio: Cash reinvestment ratio was up from the year before due to the effort of the management in
controlling inventory level, reducing total amount of inventory, and causing net cash inflow from operating activity to
go up.

Note 1: ASUS has adopted the principles under Accounting Research and Development Foundation in
Taiwan (97) Kee.mi.tzi No. 331 Letter and (98) Kee.mi.tzi No. 046 Letter to have the convertible
bond adjusted retroactively. Therefore, the 2006 and 007 financial information were adjusted
retroactively.
Note 2: The financial information is reviewed by CPA.
Note 3: Accounts receivable includes the amount of long-term accounts receivable- related party that is in
compliance with trade terms and conditions.
Note 4: ASUS had acquired Askey by stock exchange under Equity Method; therefore, the 2005 financial
statements were adjusted.
Note 5: The Q1 2010 financial statements have not yet been audited by CPA up to the date of the report
printed on March 22, 2010.
Note 6: Equations:
1. Financial structure
(1) Ratio of liabilities to assets = Total liability/Total assets
(2) Ratio of long-Term capital to fixed assets = (Net shareholders’ equity + Long-term liability)
/ Net fixed assets
2. Solvency

84
(1) Current ratio = Current assets / current liability
(2) Quick ratio = (Current assets – Inventory – Prepaid expense) / Current liability
(3) Times interest earned ratio = Net income before tax and interest expense / Interest expense
of the year
3. Operating ability
(1) Account receivable turnover (including accounts receivable and notes receivable derived
from business operation) = Net sales / Average accounts receivable (including accounts
receivable and notes receivable derived from business operation)
(2) Days sales in accounts receivable = 365 / Account receivable turnover
(3) Inventory turnover = Cost of goods sold / Average inventory amount
(4) Account payable turnover (including accounts payable and notes payable derived from
business operation) = Cost of goods sold/ Average accounts payable (including accounts
payable and notes payable derived from business operation)
(5) Average days in sales = 365 / Inventory turnover
(6) Fixed assts turnover = Net sales / Net fixed assets
(7) Total assets turnover = Net sales / Total assets
4. Profitability
(1) Return on assets = [Net income (loss) + interest expense x (1-tax rate)] / Average total assets
(2) Return on shareholder’s equity = Net income (loss) / Net average shareholders’ equity
(3) Ratio to issued capital stock = Net income before tax / Issued capital stock
(4) Profit ratio = Net income (loss) / Net sales
(5) Earnings per share = (Net income – preferred stock dividend) / Weighted average stock
shares issued
5. Cash flow
(1) Cash flow ratio = Net cash flow from operating activity / Current liability
(2) Cash flow adequacy ratio = Net cash flow from operating activity in the past five years /
(Capital expenditure + Inventory increase + Cash dividend) in the past five years
(3) Cash reinvestment ratio = (Net cash flow from operating activity – Cash dividend) / (Fixed
assets + Long-term investment + Other assets + Working capital)
6. Balance:
(1) Degree of operating leverage = (Net operating income – Variable operating cost and expense)
/ Operating income
(2) Degree of financial leverage = Operating income / (Operating income – interest expense)
Note 7: The following factors are to be included for consideration for the calculation of earnings per
share:
1. It is based on the weighted average common stock shares instead of the outstanding stock shares
at yearend.
2. For capitalization with cash or Treasury stock trade, the stock circulation must be included for
consideration to calculate weighted average stock shares.
3. For capitalization with retained earnings and additional paid-in capital, the earnings per share
calculated semi-annually and annually must be adjusted retroactively and proportionally to the
capitalization but without considering the issuance period of the capitalization.
4. If preferred stock shares are nonconvertible and cumulative, the dividend of the year (whether it
is distributed or not) should be deducted from net income or added to the net loss. If preferred
stock shares are not cumulative, preferred stock dividend should be deducted from net income if
there is any but it needs not be added to net loss if there is any.
Note 8: The following factors are to be included for consideration for the analysis of cash flow:
1. Net cash flow from operating activity meant for the net cash inflow from operating activity on
the Statement of Cash Flow.
2. Capital expenditure meant for the cash outflow of capita investment annually.

85
85
3. Increase of inventory is counted only when ending inventory exceeds beginning inventory. If the
ending inventory is decreased, it is booked as zero value.
4. Cash dividend includes the amount for common stock and preferred stock.
5. Gross fixed assets meant for the total fixed assets before deducting the cumulative depreciation.
Note 9: Issuers are to have operating cost and operating expenses classified into the category of fixed and
variable. If the classification of operating cost and operating expense involves estimation or
discretional judgment, it must be made reasonably and consistently.
Note 10: Some accounts and amounts in the financial statements of 2008 were adjusted in response to the
presentation of 2009 financial statements. The said reclassification did not have a material
impact on the financial statements.

86
86
III. Supervisors’ report in the most recent years

ASUSTek Computer Inc.


SUPERVISORS’ REPORT

ASUS SUPERVISORS’ REPORT

We have examined the accompanying financial statements and consolidated financial


statements as of 2009 that are composed by the Board of Directors, business report, and
distribution of retained earnings. In our opinion, it is in compliance with Company Law;
therefore, the Supervisor’s Report is hereby issued in accordance with Article 219 of
Company Law.

Sincerely yours,

2010 General Shareholders’ Meeting of ASUS

Supervisors: Tze-Kaing Yang

March 19, 2010

87
ASUSTek Computer Inc.
SUPERVISORS’ REPORT

ASUS SUPERVISORS’ REPORT

We have examined the accompanying financial statements and consolidated financial


statements as of 2009 that are composed by the Board of Directors, business report, and
distribution of retained earnings. In our opinion, it is in compliance with Company Law;
therefore, the Supervisor’s Report is hereby issued in accordance with Article 219 of
Company Law.

Sincerely yours,

2010 General Shareholders’ Meeting of ASUS

Supervisors: Chung-Jen Cheng

March 19, 2010

88
ASUSTek Computer Inc.
SUPERVISORS’ REPORT

ASUS SUPERVISORS’ REPORT

We have examined the accompanying financial statements and consolidated financial


statements as of 2009 that are composed by the Board of Directors, business report, and
distribution of retained earnings. In our opinion, it is in compliance with Company Law;
therefore, the Supervisor’s Report is hereby issued in accordance with Article 219 of
Company Law.

Sincerely yours,

2010 General Shareholders’ Meeting of ASUS

Supervisors: L.H. Yang

March 19, 2010

89
IV. Financial statements of the most recent years: Please refer to Page 91-130 for details.

V. Consolidated financial statements of the parent company and subsidiary in the most
recent years: Please refer to Page 131-196 for details.

VI. Financial difficulties faced by the company and the related party in the most recent
years and up to the date of the annual report printed: None

90
91
92
ASUSTeK COMPUTER INC.

Balance Sheets

December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars)

2009 2008 2009 2008


Assets Amount % Amount % Liabilities and Stockholders’ Equity Amount % Amount %

Current assets: Current liabilities:


Cash and cash in banks (note 4(1)) $ 16,402,090 7.2 10,778,309 4.9 Notes and accounts payable $ 23,251,045 10.2 13,573,906 6.2
Financial assets measured at fair value through profit or loss – Notes and accounts payable – related parties (note 5) 13,536,909 5.9 10,898,504 4.9
current (note 4(2)) 13,235,827 5.8 8,355,195 3.8 Income tax payable 2,477,253 1.1 3,760,131 1.7
Available-for-sale financial assets – current (note 4(2)) 408,338 0.2 252,588 0.1 Accrued expenses and other current liabilities (note 5) 9,179,685 4.0 8,533,806 3.9
Financial assets carried at cost – current (note 4(2)) 41,162 - - - Financial liabilities measured at fair value through profit or
Notes and accounts receivable, net (note 4(3)) 820,151 0.3 417,660 0.2 loss – current (notes 4(2) and 4(7)) 285,823 0.1 859,931 0.4
Notes and accounts receivable, net – related parties (note 5) 46,266,237 20.2 38,327,768 17.4 Receipts in advance (note 5) 561,051 0.2 956,724 0.4
Other receivables (note 5) 4,632,939 2.0 6,330,415 2.8 Bonds payable – current (note 4(7)) 3,647,296 1.6 12,210,103 5.5
Inventories, net (note 4(4)) 15,087,495 6.6 27,384,938 12.4 52,939,062 23.1 50,793,105 23.0
Prepaid and other current assets 1,058,208 0.5 1,079,395 0.5 Long-term and other liabilities:
Deferred income tax assets – current (note 4(10)) 1,192,244 0.5 1,270,295 0.6 Deferred credits (notes 4(2) and 5) 1,430,172 0.6 455,350 0.2
99,144,691 43.3 94,196,563 42.7 Deferred income tax liabilities and others (note 4(10)) 1,376,468 0.6 2,039,141 1.0
2,806,640 1.2 2,494,491 1.2
Investments: Total liabilities 55,745,702 24.3 53,287,596 24.2
Long-term investments under equity method (notes 4(5) and 5) 116,009,948 50.7 117,352,820 53.2 Stockholders’ equity:
Available-for-sale financial assets – non-current (note 4(2)) 5,535,877 2.4 3,709,117 1.7 Common stock (note 4(9)) 42,467,775 18.6 42,460,513 19.2
Financial assets carried at cost – non-current (note 4(2)) 242,859 0.1 79,210 - Additional paid-in capital (note 4(9))

93
121,788,684 53.2 121,141,147 54.9 Paid-in capital in excess of par value 28,274,481 12.4 27,861,248 12.6
Others 1,963,105 0.8 1,835,145 0.9
Property, plant and equipment (note 4(6)): 30,237,586 13.2 29,696,393 13.5
Land 981,191 0.4 1,019,424 0.5 Retained earnings (notes 4(9) and 10(3))
Buildings 2,421,641 1.1 2,429,897 1.1 Legal reserve 18,910,213 8.3 17,264,557 7.8
Machinery and equipment 866,628 0.4 848,082 0.4 Unappropriated retained earnings 77,615,158 33.9 75,738,691 34.3
Other equipment 1,494,377 0.7 2,142,475 1.0 96,523,610 42.2 93,003,248 42.1
5,763,837 2.6 6,439,878 3.0 Equity adjustment:
Less: accumulated depreciation (1,595,280) (0.7) (1,860,925) (0.8) Cumulative translation adjustments 1,490,885 0.7 3,696,120 1.7
Prepayments for purchase of equipment 104,712 - 132,033 - Net loss not recognized as pension cost (3,202) - (1,128) -
4,273,269 1.9 4,710,986 2.2 Unrealized gains (losses) on financial assets 2,159,201 0.9 (1,568,528) (0.7)
Unrealized gains on cash flow hedges 306,361 0.1 - -
Intangible assets and other assets: 3,953,245 1.7 2,126,464 1.0
Computer software 174,074 0.1 223,647 0.1 Total stockholders’ equity 173,183,977 75.7 167,286,618 75.8
Deferred expenses 119,016 0.1 156,875 0.1
Leased assets, net (note 4(6)) 98,909 - 41,866 -
Refundable deposits and others (note 6) 113,936 - 103,130 -
Other assets – others (notes 4(6) and 7) 3,217,100 1.4 - -
3,723,035 1.6 525,518 0.2
Total assets $ 228,929,679 100.0 220,574,214 100.0 Total liabilities and stockholders’ equity $ 228,929,679 100.0 220,574,214 100.0

See accompanying notes to financial statements.


ASUSTeK COMPUTER INC.

Statements of Income

For the years ended December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars, except earnings per share amounts)

2009 2008
Amount % Amount %

Sales revenue (note 5) $ 236,530,280 101.7 258,609,575 103.7


Less: sales returns and allowances 3,953,376 1.7 9,258,624 3.7
Net sales 232,576,904 100.0 249,350,951 100.0
Cost of sales (notes 4(4), 5 and 10) 220,611,112 94.9 232,968,921 93.4
Gross profit 11,965,792 5.1 16,382,030 6.6
Changes in unrealized inter-company profits (906,321) (0.4) 1,010,035 0.4
Realized gross profit 11,059,471 4.7 17,392,065 7.0
Operating expenses (notes 4(8), 5 and 10):
Selling 2,169,774 0.9 3,776,457 1.5
General and administrative 1,376,620 0.6 1,384,827 0.6
Research and development 3,967,382 1.7 5,042,978 2.0
7,513,776 3.2 10,204,262 4.1
Operating income 3,545,695 1.5 7,187,803 2.9
Non-operating income and gains:
Interest income 71,798 - 300,394 0.1
Investment income under the equity method, net
(note 4(5)) 7,572,667 3.2 9,039,978 3.6
Dividends 235,002 0.1 310,233 0.1
Foreign currency exchange gain, net 823,503 0.4 732,351 0.3
Gain on bad debt recovery - - 1,329,486 0.5
Gain on valuation of financial assets, net 143,601 0.1 12,256 -
Gain on valuation of financial liabilities, net (note 4(7)) 192,378 0.1 942,440 0.4
Others 725,316 0.3 1,396,521 0.6
9,764,265 4.2 14,063,659 5.6
Non-operating expenses and losses:
Interest expense (note 4(7)) 101,497 0.1 312,301 0.1
Impairment loss (notes 4(2) and (6)) 301,617 0.1 37,141 -
Others 86,076 - 345,472 0.1
489,190 0.2 694,914 0.2
Net income before income tax expense 12,820,770 5.5 20,556,548 8.3
Income tax expense (note 4(10)) 341,704 0.1 4,099,981 1.6
Net income $ 12,479,066 5.4 16,456,567 6.7

Before After Before After


income tax income tax income tax income tax
Earnings per share (note 4(11))
Basic earnings per share (in dollars) $ 3.02 2.94 4.84 3.88
Diluted earnings per share (in dollars) $ 2.95 2.87 4.45 3.54

See accompanying notes to financial statements.

94
ASUSTek COMPUTER INC.

Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars)

Retained earnings
Unrealized Unrealized
Additional Cumulative Net loss not gains (losses) gains
Common paid-in Legal translation recognized as on financial on cash Treasury
stock capital reserve Unappropriated adjustments pension cost assets flow hedge stock Total

Balance on January 1, 2008 (Adjusted) $ 37,283,589 28,380,731 14,502,229 77,526,880 1,124,179 (289) 511,248 - - 159,328,567
Appropriations and distributions of 2007 earnings
Legal reserve - - 2,762,328 (2,762,328) - - - - - -
Employee bonuses - - - (912,030) - - - - - (912,030)
Employee bonuses transferred to common stock 1,200,000 - - (1,200,000) - - - - - -
Dividends transferred to common stock 3,740,652 - - (3,740,652) - - - - - -
Cash dividends - - - (9,351,630) - - - - - (9,351,630)
Directors’ and supervisors’ remuneration - - - (211,203) - - - - - (211,203)
Cumulative translation adjustments - - - - 2,571,941 - - - - 2,571,941
Adjustments to investee company’s stockholders’ equity - (218,438) - (66,913) - (839) (126,995) - - (413,185)

95
Dividends on shares held in trust paid to employees - 286,223 - - - - - - - 286,223
Conversion of bonds payable 236,272 1,247,877 - - - - - - - 1,484,149
Changes in unrealized gains or losses on financial assets - - - - - - (1,952,781) - - (1,952,781)
Net income for the year ended December 31, 2008 - - - 16,456,567 - - - - - 16,456,567
Balance on December 31, 2008 $ 42,460,513 29,696,393 17,264,557 75,738,691 3,696,120 (1,128) (1,568,528) - - 167,286,618
Balance on January 1, 2009 $ 42,460,513 29,696,393 17,264,557 75,738,691 3,696,120 (1,128) (1,568,528) - - 167,286,618
Appropriations and distributions of 2008 earnings
Legal reserve - - 1,645,656 (1,645,656) - - - - - -
Dividends transferred to common stock 84,398 - - (84,398) - - - - - -
Cash dividends - - - (8,439,852) - - - - - (8,439,852)
Employee bonuses transferred to common stock and additional
paid-in capital 184,114 515,886 - - - - - - - 700,000
Cumulative translation adjustments - - - - (2,205,235) - - - - (2,205,235)
Adjustments to investee company’s stockholders’ equity - 127,960 - 7,480 - (2,074) 1,640,827 306,361 - 2,080,554
Dividends on shares held in trust paid to employees - 69,383 - - - - - - - 69,383
Changes in unrealized gains or losses on financial assets - - - - - - 2,086,902 - - 2,086,902
Purchase of treasury stock - - - - - - - - (873,459) (873,459)
Treasury stock retirement (261,250) (172,036) - (440,173) - - - - 873,459 -
Net income for the year ended December 31, 2009 - - - 12,479,066 - - - - - 12,479,066
Balance on December 31, 2009 $ 42,467,775 30,237,586 18,910,213 77,615,158 1,490,885 (3,202) 2,159,201 306,361 - 173,183,977

See accompanying notes to financial statements.


ASUSTeK COMPUTER INC.
Statements of Cash Flows

For the years ended December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars)

2009 2008

Cash flows from operating activities:


Net income $ 12,479,066 16,456,567
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,432,376 897,252
Bad debt expenses (gain on recovery) 68,302 (1,329,486)
Loss on impairment 301,617 37,141
Loss (gain) on valuation of financial liabilities (179,298) (942,440)
Amortization of discount on bonds 128,051 267,507
Dividends on shares held in trust paid to employees 26,339 112,124
Investment income under the equity method, net (7,572,667) (9,039,978)
Cash dividends received from long-term investment under the equity method 4,987,395 3,822,301
Decrease (increase) in financial assets measured at fair value through profit or loss – current (4,880,632) (1,098,026)
Decrease (increase) in notes and accounts receivable, net (8,081,853) 70,194,420
Decrease (increase) in inventories, net 12,297,443 (5,937,618)
Decrease (increase) in other receivables, net 2,514,791 (1,260,781)
Changes in deferred income tax assets and liabilities, net (623,462) (369,244)
Increase (decrease) in notes and accounts payable 11,170,820 (35,759,549)
Increase (decrease) in income tax payable (1,282,878) (2,035,341)
Increase (decrease) in deferred credits 906,321 (1,010,034)
Increase (decrease) in accrued expenses, receipts in advance, and other current liabilities 1,239,095 (14,377,956)
Others (491,507) (941,026)
Net cash provided by operating activities 24,439,319 17,685,833

Cash flows from investing activities:


Acquisition of investments (1,365,251) (1,849,206)
Proceeds from disposal of investments (including capital decrease) 5,507,318 14,245
Acquisition of property, plant and equipment (648,281) (396,749)
Additions to deferred expenses and intangible assets (630,062) (972,896)
Other assets and others (3,218,894) 190,127
Cash transferred to spun-off subsidiaries - (2,000,000)
Net cash used in investing activities (355,170) (5,014,479)

Cash flows from financing activities:


Employee bonuses and directors’ and supervisors’ remuneration - (1,220,106)
Redemption of bonds payable (9,147,365) (483,807)
Cash dividends (8,439,852) (9,351,630)
Increase (decrease) in deposits received 308 (11,721)
Redemption of treasury stock (873,459) -
Net cash used in financing activities (18,460,368) (11,067,264)

Net increase in cash and cash in banks 5,623,781 1,604,090


Cash and cash in banks at beginning of year 10,778,309 9,174,219
Cash and cash in banks at end of year $ 16,402,090 10,778,309
Supplementary disclosures of cash flow information:
Cash paid during the year for:
Interest $ 121,861 42,787
Income tax $ 2,595,706 6,530,673
Investing and financing activities not affecting cash flows:
Bonds payable converted to common stock and additional paid-in capital $ - 1,484,149
Employee bonuses payable transferred to common stock and additional paid-in capital $ 700,000 -
Employee bonuses payable - 47,623
Bonds payable – could be repaid within one year $ 3,647,296 12,210,103
Investing and financing activities partially affecting cash flows:
Items affected by spin-off of subsidiaries:
Non-cash assets transferred to spun-off subsidiaries $ 111,851,499
Liabilities transferred to spun-off subsidiaries (31,851,499)
Acquisition of long-term equity investments from spun-off subsidiaries (82,000,000)
Cash transferred to spun-off subsidiaries $ (2,000,000)

See accompanying notes to financial statements.

96
ASUSTeK COMPUTER INC.

Notes to Financial Statements

December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars unless otherwise specified)

1. Organization

ASUSTeK Computer Inc. (the Company) was established on April 2, 1990. The Company’s
common shares were listed on the Taiwan Stock Exchange (TSE). Its main activities are to produce,
design and sell notebook PCs, main boards, CD-ROMs and add-on cards.

The Company resolved to spin-off its OEM businesses on January 1, 2008. Pursuant to the Company’s
resolution, the Company transferred its computer and non-computer OEM businesses to its spun-off
subsidiaries PEGATRON CORPORATION (PEGATRON) and UNIHAN CORPORATION
(UNIHAN), respectively.

The Company’s headcounts aggregated 3,455 and 3,933 as of December 31, 2009 and 2008,
respectively.

2. Summary of Significant Accounting Policies

The financial statements are prepared in accordance with the Guidelines Governing the Preparation of
Financial Reports by Securities Issuers, the Business Accounting Law, the Criteria Governing
Handling of Commercial Accounting, and accounting principles and practices generally accepted in
the Republic of China. The significant accounting policies and measurement basis adopted in
preparing the accompanying financial statements are as follows:

(1) Use of estimates

The preparation of the accompanying financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting periods. Actual results could differ from these
estimates.

(2) Classification of current and non-current assets and liabilities

Cash or cash equivalents, and assets that are held primarily for the purpose of being traded or are
expected to be realized within 12 months after the balance sheet date are classified as current assets;
all other assets are classified as non-current.

Liabilities that are held primarily for the purpose of being traded or are expected to be settled
within 12 months after the balance sheet date are classified as current liabilities; all other liabilities
are classified as non-current.

(Continued)

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

(3) Foreign currency transactions and translation of financial statements in foreign currencies

Transactions involving non-derivative financial instruments denominated in foreign currencies are


recorded in New Taiwan dollars at the rates of exchange in effect when the transactions occurred.
Translation gains or losses arising from the settlement of assets and liabilities denominated in
foreign currencies are included in profit or loss in the year of actual settlement.

Monetary assets and liabilities denominated in foreign currencies are remeasured on the balance
sheet date using the exchange rates in effect as on that date, with related exchange gains and losses
included in the statements of income.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair
value through stockholders’ equity are remeasured at the exchange rate prevailing on the balance
sheet date, with related exchange gains or losses recorded as cumulative translation adjustment in
stockholders’ equity. Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value through profit or loss are remeasured at the exchange rate prevailing on the
balance sheet date, with related exchange gains or losses recorded in the statements of income.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at cost are
remeasured at the historical exchange rate.

Long-term investments in foreign investees, which are accounted for under the equity method, are
stated on the basis of stockholders’ equity in the foreign-currency financial statements of investees.
Translating gains or losses from long-term investments are recognized as cumulative transition
adjustment in stockholders’ equity.

(4) Impairment of assets

The Company assesses all applicable assets subject to R.O.C. Statement of Financial Accounting
Standard (‘SFAS’) No. 35 for indication of impairment on the balance sheet date. If any
indication of impairment exists, the Company then compares the carrying amount with the
recoverable amount of the assets or the cash-generating unit (“CGU”) and writes down the
carrying amount to the recoverable amount. If the recoverable amount of an asset other than
goodwill has increased as a result of the increase in its estimated service potential, the Company
reverses the impairment loss to the extent that the carrying amount after the reversal would not
exceed the amount (net of amortization or depreciation) that would otherwise result had no
impairment loss been recognized in prior periods.

The Company assesses the goodwill and intangible assets that have indefinite lives or that are not
yet available for use periodically and on an annual basis and recognizes an impairment loss on the
carrying value in excess of the recoverable amount. The loss is first recorded against the
goodwill allocated to the CGU, with any remaining loss allocated to other assets on a pro rata
basis proportionate to their carrying amounts. The write-down of goodwill is not reversed in
subsequent periods under any circumstances.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

(5) Financial instruments

In accordance with R.O.C. SFAS No. 34 “Financial Instruments: Recognition and Measurement”
and the “Criteria Governing the Preparation of Financial Reports by Securities Issuers”, financial
assets are classified as financial assets at fair value through profit or loss, financial assets carried at
cost, or available-for-sale financial assets, as appropriate. Financial liabilities are classified either
as financial liabilities at fair value through profit or loss, or as financial liabilities at cost.

The Company accounts for purchases and sales of financial assets on the trade date, or the date on
which the Company commits to purchase or sell the asset. At initial recognition, financial assets
are recognized at fair value plus, in the case of investments that are not reported at fair value
through profit or loss, directly attributable transaction costs.

A. Financial assets measured at fair value through profit or loss

These financial assets are subsequently measured at fair value with changes in fair value
recognized in profit and loss. Stocks of listed companies, convertible bonds and closed-end
funds are measured at closing prices on the balance sheet date. Open-end funds are measured at
the unit price of the net assets on the balance sheet date.

B. Financial assets carried at cost

Equity investments without reliable market prices, including emerging and other unlisted stocks,
are measured at cost. If objective evidence of impairment exists, the Company recognizes
impairment loss, which is not reversed in subsequent periods.

C. Available-for-sale financial assets

Available for sale financial assets are those non-derivative financial assets that are designated as
available for sale or not classified as financial assets at fair value through profit or loss, held-to-
maturity financial assets, or loans and receivables. These assets are then measured at fair
value. The gain or loss arising from change in fair value, excluding impairment loss and
exchange gain or loss from the translation of monetary financial assets denominated in foreign
currencies, is recognized in a separate component of stockholders’ equity until such investment
is reclassified or disposed of, upon which the cumulative gains or losses previously charged to
stockholders’ equity are transferred to current profit or loss.

Subsequent to initial recognition, the Company measures all financial liabilities at amortized
cost except for financial liabilities at fair value through profit or loss, which are measured at fair
value.

(6) Allowance for doubtful accounts

Allowance for doubtful accounts is recognized on the basis of the estimated collectability of
accounts receivable and other receivables.

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Notes to Financial Statements

(7) Inventories

The costs of inventories include those necessary expenditures incurred in bringing each item of
inventory to its usable condition and location. Cost is calculated on a weighted-average basis.

Up to December 31, 2008, inventories were valued at the lower of cost or market value using the
gross method. The market values of raw materials and supplies were based on the replacement
cost, while those of work in process and finished goods were based on net realizable value.

Effective January 1, 2009, inventories are valued at the lower of cost or net realizable value. Net
realizable value by item is determined based on the estimated selling price in the ordinary course
of business, less estimated costs of completion and costs incurred in order to make the sale.

(8) Long-term equity investments

Long-term investments are accounted for under the equity method when the percentage of
ownership held by the Company and its subsidiaries exceeds 20% or if the Company and its
subsidiaries own less than 20% of the investee’s common stock but have significant influence on
the investee’s operations. If an investee company accounted for under the equity method issues
new shares and the Company does not purchase new shares proportionately, then the investment
percentage, and therefore the equity in net assets of the investee, will be changed. The effect of
such change is adjusted against the additional paid-in capital resulting from long-term equity
investments or retained earnings.

The difference between the cost of the investment and the amount of underlying equity in net
assets of an investee attributed to depreciable, depletable, or amortizable assets is amortized over
the estimated remaining economic years. The difference attributed to the carrying amount in
excess of or lower than the fair value of assets is written off entirely when the difference
disappears. The cost of investment in excess of the fair value of identifiable net assets is
recognized as goodwill and is no longer amortized. The difference attributed to the fair value of
identifiable net assets in excess of the cost of investment causes a proportional decrease in the
carrying amount of non-current assets. When the carrying amount of non-current assets is
decreased to zero, the remaining difference is recorded as extraordinary gain or loss.

The difference between the disposal price and carrying amount of long-term equity investment
under the equity method on the disposal date is recognized as gain or loss from disposal of long-
term equity investment. The associated additional paid-in capital resulting from long-term equity
investment is reclassified into current gain or loss in proportion to disposal of long-term equity
investment.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

When the equity of long-term equity investment under the equity method including unrealized gain
on financial instruments, foreign currency translation adjustments, net loss not recognized as
pension cost, and unrealized losses on cash flow hedges is changed, the changes in percentage of
ownership are reflected in those related accounts and long-term equity investment under the equity
method.

Unrealized inter-company profits or losses resulting from transactions between the Company and
its subsidiaries and investees accounted for under the equity method are deferred until realized.

The investees over which the Company has control are consolidated into the Company’s financial
statements. The Company prepares consolidated financial statements on a quarterly basis.

(9) Property, plant and equipment, leased assets, idle assets, and depreciation

Property, plant and equipment are stated at cost. Cost associated with significant additions,
improvements, and replacements to property, plant and equipment are capitalized. Expenditures
for regular repairs and maintenance are charged against operating income.

Depreciation of property, plant and equipment is provided over the estimated useful lives of the
assets by using the straight-line method. If the property, plant and equipment have reached the
end of their estimated useful lives but are still in use, the Company will estimate their remaining
useful lives and residual value, and depreciate the residual value using the same method.
Property, plant and equipment leased to other parties under operating leases are classified as leased
assets. The related depreciation is accounted for as a reduction of rental income. The useful
lives of fixed assets, leased assets and idle assets are as follows:

A. Buildings and equipment: 3 to 50 years.

B. Machinery and equipment: 3 to 8 years.

C. Other equipment: 2 to 15 years.

Property, plant and equipment not currently used in operations are transferred to idle assets. The
cost, accumulated depreciation, and accumulated impairment of the original assets not currently
used in operations are all transferred to idle assets or other assets, and depreciated.

(10) Intangible assets and deferred expenses

Intangible assets represent computer software, which is amortized using the straight-line method
over 3 years.

Deferred expenses represent office decorations, which are amortized using the straight-line
method over 2 to 5 years.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

(11) Convertible bonds payable

According to R.O.C. SFAS No. 36 “Financial Instruments: Disclosure and Presentation” and
Interpretation (95) 078 by the Accounting Research and Development Foundation (ARDF),
convertible bonds with a put option issued by the Group before December 31, 2005, are accounted
for in accordance with SFAS No. 21. The derivative instrument embedded in a non-derivative host
debt instrument is not separated from the equity component of the instrument. Costs incurred for
the issuance of redeemable convertible bonds are deferred and amortized during the period
between the issuance date and the last redeemable date.

Bonds issued after January 1, 2006, are accounted for in accordance with R.O.C. SFAS No. 36 and
Interpretations (95) 290, (97) 331 and (98) 046 by the ARDF as follows:

A. The issuance costs are allocated to the related liability and equity components in proportion of
the initially recognized amounts.

B. Convertible bonds bearing a clause on conversion price adjustment based on stock market price
do not include the equity component. For the liability components, the fair value of the
conversion right and call/put option is determined first; then the book value of main debt
component is determined based on the net amount of the issuance price after deducting the fair
value of the call/put option and conversion right with a clause on price adjustment.

C. Convertible bonds are subsequently measured at amortized cost. Derivatives with call/put
options and conversion rights with a clause on price adjustment are recognized as “financial
liabilities at fair value through profit or loss” and are subsequently measured at fair value.
Movements in the fair value of the derivatives are recognized as “gain/ (loss) on valuation of
financial liabilities”.

D. If the bondholder exercises the right to convert the bonds ahead of the maturity date of the
bonds, the book value of the liability component i s a d j u s t e d to the value on the conversion
date, which serves as the basis for the recording of the issuance of common stock so that no
conversion gain and loss is recognized thereon.

E. If the bondholder is eligible to exercise the put option within one year, the bonds payable are
reclassified as current liability. When the put option expires, those bonds payable are reclassified
as long-term liability if the liability meets the definition of long-term liability.

(12) Retirement plan

The Company makes monthly contributions to the pension fund at 2% of the total monthly salaries
and wages as required by the Labor Standards Law. The fund is administrated by the Employees
Retirement Fund Committee. This pension fund is considered absolutely separate from the
Company after contribution; therefore, it is not included in the accompanying financial statements.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

Effective from 1995, the Company adopts R.O.C. SFAS No. 18 “Accounting for Pensions”. The
funding status of the pension plan as of December 31, 1995, was measured on an actuarial basis.
Because the accrued pension liability is equal to the funding status of the pension plan, no
unrecognized transitional net assets or net obligations shall be amortized in the future. In
accordance with R.O.C. SFAS No. 18, net pension cost was recognized from January 1, 1996. In
addition, except for a few foreign employees, the Company had settled its financial obligations to
its employees’ under the pension plan accounted for base on SFAS No. 18 as of December 31,
2007.

The new Labor Pension Act became effective on July 1, 2005, and prescribes a defined
contribution pension plan for all new employees and for any employees employed before that date
who opted to adopt it. Under this defined contribution pension plan, the Company contributes
monthly oat the rate of no less than 6% of salaries and wages to employees’ individual pension
fund accounts with the Bureau of Labor Insurance, and this contribution is recorded as pension
expenses in the accompanying statements of income.

(13) Revenue recognition

The Company recognizes revenue when the revenue earning process has been significantly
completed, which means the revenue has been realized or is readily realizable and earned. Cost is
recognized when the related revenue is accrued; expenses are recognized as current expenses when
incurred.

(14) Employees’ bonuses and directors’ and supervisors’ remuneration and share-based payment

Appropriation of earnings after January 1, 2008, for employees’ bonuses and directors’
remuneration according to the R.O.C. Company Act and each entity’s article of incorporation
accounts, is accounted for under Interpretation (96) 052 issued by the ARDF. Accordingly, the
Company and domestic subsidiaries estimate the amount of directors’ and supervisors’
remuneration according to the Interpretation and recognize it as expenses. Differences between the
amount approved in the shareholders’ meeting and recognized in the financial statements, if any,
are accounted for as changes in accounting estimates and recognized as profit or loss. The Group
adopts R.O.C. SFAS No. 39 to account for the transfer of equity instruments from shareholders
and the Group to the Group’s employees.

(15) Income taxes

Income tax is calculated on the basis of accounting income. The differences between the tax
bases and the book values of assets and liabilities are recorded as deferred tax using the enacted tax
rates for the periods in which the deferred tax is expected to be reversed. The tax effects from
taxable temporary differences are recognized as deferred tax liabilities, while the deductible
temporary differences, and investment tax credits are accounted for as deferred tax assets, which
are assessed an allowance for deferred tax assets based on further realization.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

Deferred income tax assets or liabilities are classified as current or non-current based on the
classification of items that resulted in the deferred item or based on the timing of the expected
reversal, for certain transactions not directly related to an asset or liability.

The 10% additional income tax on unappropriated earnings is recorded as current income tax
expense in the following year when the shareholders resolve not to distribute the earnings.

Current income tax is the higher of current income tax payable or the Alternative Minimum Tax
(“AMT”) calculated by applying the Income Basic Tax Act (“IBTA”). The Company has taken
into consideration the impact of the AMT in the determination of its current income tax expense
and its future impact when estimating the realizable value of the deferred tax assets.

(16) Treasury stock

The Company adopts R.O.C. SFAS No. 30 “Accounting for Treasury Stocks” to account for
treasury stock transaction and recognizes the treasury stock at purchase cost. A gain on the sale of
treasury stock is credited to additional paid-in capital – treasury stock. Losses are charged to
additional paid-in capital, but only to the extent of available net gains from previous sales or
retirements of the same class of stock; otherwise, losses are charged to retained earnings. The
cost of treasury stock is computed using the weighted-average method.

When treasury stock is retired, the weighted-average cost of the retired treasury stock is written off
against the par value of the shares and the paid-in capital derived from the issuance of shares in
excess of par value. If the weighted-average cost written off exceeds the sum of the par value and
the paid-in capital in excess of par value, the difference is debited to additional paid-in capital –
treasury stock arising from the same class of stock or to retained earnings, and if vice versa, the
difference is credited to additional paid-in capital – treasury stock.

(17) Earnings per share

Earnings per share of common stock are computed based on the weighted-average number of
common shares outstanding during the period. Earnings per share for the prior period are
retroactively adjusted to reflect the effects of new shares issued by transferring additional paid-in
capital, retained earnings, and employees’ bonuses approved in the annual stockholders’ meetings
held before and in 2008.

The convertible bonds and employee stock bonuses which have not yet been approved in the
stockholders’ meeting are potential common shares. Only basic earnings per share are disclosed
if there is no dilution effect. Otherwise, both basic and diluted earnings per share are disclosed.
For the purpose of calculating diluted earnings per share, the potential common shares are deemed
to have been converted into common stock at the beginning of the period, and the effect on net
income of the additional common shares outstanding is considered accordingly.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

(18) Spin-off transactions

The Company resolved to spin off its OEM businesses on January 1, 2008. The Company
transferred its computer and non-computer OEM businesses to its spun-off subsidiaries
PEGATRON and UNIHAN and obtained their issued equity. The Company adopts Interpretation
(91) 128 issued by the ARDF to account for its spin-off transactions. Because the transferor
company and the transferee company are affiliated, the transferor company shall recognize long-
term investment under the equity method based on the book value (if the transferor has any
impairment loss, the transferee shall recognize the book value based on impairment loss
recognized) of the assets and liabilities of the transferor company without any transfer gain/(loss).

3. Changes in Accounting Policy and Their Influence

(1) Effective from January 1, 2009, the Company measured its inventories initially and subsequently
in accordance with R.O.C. SFAS No. 10 “Inventories”. Accordingly, net income decreased by
$868,183 and basic earnings per share decreased by 0.2 dollars for the year ended December 31,
2009.

(2) Effective from January 1, 2008, the Company adopted R.O.C. SFAS No. 39 and Interpretation (96)
052 issued by the ARDF for share-based payment transaction. The adoption of these new
accounting principles decreased net income by $903,925 and basic earnings per share by NTD
0.21 for the year ended December 31, 2008. In accordance with Interpretation (97) 169 issued by
the ARDF, the new shares issued as employees’ bonuses in 2008 and later years are no longer
retroactively adjusted when calculating basic earnings per share and diluted earnings per share.
Employees’ bonuses issued in form of stock with dilutive effect are considered in the calculation
of diluted earnings per share. The Company adopted R.O.C. SFAS No. 39 “Share-based
payment” to account for the transfer of equity instruments from shareholders to the Company’s or
affiliated companies’ employees. Accordingly, net income decreased by $286,224 and basic
earnings per share decreased by 0.07 dollars for the year ended December 31, 2008.

4. Details of Significant Accounts

(1) Cash and cash in banks

2009/12/31 2008/12/31

Petty cash and cash on hand $ 265 264


Checking accounts and demand deposits 4,961 359,755
Time deposits 16,396,864 10,418,290
$ 16,402,090 10,778,309

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

(2) Financial instruments

The financial instruments held by the Company as of December 31, 2009 and 2008 were as
follows:

2009/12/31 2008/12/31
Financial assets measured at fair value through profit
or loss:
Open-end funds $ 13,183,532 8,344,301
Stocks of listed companies 52,295 -
Forward foreign currency exchange contracts - 10,894
$ 13,235,827 8,355,195
Financial liabilities measured at fair value through
profit or loss:
Current:
Call/put options and conversion right –
convertible bonds $ 285,823 859,931

Available-for-sale financial assets:


Current:
D-Link Corporation $ 408,338 252,588
Non-current:
Advantech Co., Ltd. $ 5,464,630 3,597,195
Others 71,247 111,922
$ 5,535,877 3,709,117
Financial assets carried at cost:
Current:
Edison Opto Corporation $ 40,000 -
GREENASUS RECYCLING CO., LTD.
(GREENASUS) 790 -
Asureware (Cayman) Holding Inc.
(Asureware Cayman) 372 -
$ 41,162 -
Non-current:

AmTrust Capital I Corp $ 62,859 62,859


ASUSCOM Network Inc. - 16,350
Nuvoton Technology Corporation 45,000 -
Others 135,000 1
$ 242,859 79,210

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

A. Forward foreign currency exchange contracts:

The forward foreign currency exchange contracts were intended mainly to hedge foreign
currency risk from operating activities. As of December 31, 2009 and 2008, the Company did
not meet the criteria for hedge accounting. The derivatives recognized as financial instruments
held for trading were as follows (in thousands of dollars):

2009/12/31 2008/12/31
Nominal Nominal
Amount Period Amount Period

Derivative financial liabilities:


USD forward foreign currency 2008.12.3~
exchange contracts sold USD - - USD 20,000 2009.1.22

The Company had settled all forward foreign currency exchange contracts and foreign currency
option contracts as of December 31, 2009. The gain (loss) resulting from changes in fair value
of forward foreign currency exchange contracts and option contracts amounted to $83,235 and
$(79,604) for the years ended December 31, 2009 and 2008, respectively.

B. Available-for-sale financial assets:

For the years ended December 31, 2009 and 2008, the unrealized gains (losses) on available-for-
sale financial assets amounted to $2,086,902 and $(1,952,781), respectively, and were recorded
as a separate component of stockholders’ equity.

C. Financial assets carried at cost:

(a) ASUSCOM Network Inc. a completed its liquidation in year 2009. GREENASUs and
Azureware Cayman began their liquidation procedures in December and October 2009,
respectively. The Company has stopped applying the equity method in accordance with
related regulations.

(b) The Company assessed and compared the book value and collectable amount of financial
assets carried at cost – non-current and recognized impairment loss amounting to $0 and
$37,141 for the years ended December 31, 2009 and 2008, respectively.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

(3) Notes and accounts receivable – non-related parties

2009/12/31 2008/12/31

Notes receivable $ 5 644


Accounts receivable 902,409 430,977
902,414 431,621
Less: allowance for doubtful accounts (82,263) (13,961)
$ 820,151 417,660

(4) Inventories

2009/12/31 2008/12/31

Finished goods $ 167,682 1,705,279


Merchandise inventory 13,379,163 22,136,644
Work in process 514,009 945,185
Raw materials 2,817,832 5,142,401
Inventories in transit 596,863 253,283
Less: allowance for inventory valuation loss and
obsolescence (2,388,054) (2,797,854)
$ 15,087,495 27,384,938

Inventories recognized as expenses and gains amounted to $406,281 and expenses of $1,609,516,
of which $(409,800) and $1,619,516 were a deduction from (addition to) the cost of sales due to a
write-down (reversal) of inventory cost to its net realizable value, for the years ended December 31,
2009 and 2008, respectively.

(5) Long-term equity investments

2009/12/31 2008/12/31
Interest Interest
Investee Company Owned Amount Owned Amount

PEGATRON 100% $ 95,397,920 100% 89,528,482


ASUS INTERNATIONAL
LIMITED (AIL) 100% 7,165,908 100% 14,914,064
Askey Computer Corp. (Askey) 100% 8,874,563 100% 9,285,216
ASUSTEK HOLDINGS LIMITED 100% 1,671,186 100% 1,821,172
Hua-Cheng Venture Capital Corp. 100% 1,056,282 100% 533,794
Others 1,844,089 1,270,092
$ 116,009,948 117,352,820

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

A. In order to enhance competitiveness and boost productivity, the Company’s shareholders


resolved, on October 30, 2007, to restructure the Company’s businesses into own-brand and
OEM. The date of the spin-off was January 1, 2008. Pursuant to the resolution, the
Company transferred its computer OEM business with estimated value of $70,000,000 to its
newly established subsidiary PEGATRON by subscribing 1,600,000,000 newly issued shares of
PEGATRON at $43.75 (dollars) per share. In addition, the Company transferred its non-
computer OEM business and machine hull and molding tool R&D business with estimated
value of $12,000,000 to its newly established subsidiary UNIHAN by subscribing 800,000,000
newly issued shares of UNIHAN at $15 (dollars) per share. The plan was approved by the
relevant authorities. The registration of changes was completed in January 2008. The assets
and liabilities for the spin-off were as follows:

PEGATRON UNIHAN Total

Assets
Current assets $ 21,999,830 12,555,287 34,555,117
Long-term investments 66,867,161 7,060,209 73,927,370
Property, plant and equipment 4,761,981 127,143 4,889,124
Other assets 353,066 126,822 479,888
93,982,038 19,869,461 113,851,499
Liabilities
Current liabilities (23,982,038) (7,869,461) (31,851,499)
Net Assets $ 70,000,000 12,000,000 82,000,000

In response to foreign currency risk resulting from changes in net assets and inventory
denominated in foreign currencies, the Company signed an agreement with PEGATRON and
UNIHAN requiring whoever benefited from foreign currency translation arising from the spin-
off transaction to compensate the other, where appropriate, for loss due to exchange rate
fluctuation, from December 28, 2007, to March 31, 2008. As of March 31, 2008, the Company
was compensated by PEGATRON and UNIHAN in the amount of $1,602,711 and $255,748,
respectively, and the compensation was recognized as “credit to foreign exchange loss”.
However, the Company also compensated PEGATRON and UNIHAN in the amount of
$365,523 and $109,050, respectively, for valuation loss on inventory, and the compensation
made was recognized as adjustment to “cost of sales”. The agreement was valid until March
31, 2008. The Company collected the aforementioned compensation during the fourth quarter
of 2008.

B. The investment income recognized from these investments under the equity method which
amounted to $7,572,667 and $9,039,978 for the years ended December 31, 2009 and 2008,
respectively, was determined based on the investee companies’ audited financial statements.

C. Some investee companies decreased their capital in 2009. The Company received a capital
refund of $5,093,110 accordingly.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

D. The Company received cash dividends in 2009 and 2008 amounting to $4,987,395 and
$3,822,301, respectively, stated as a deduction from long-term equity investment.

E. The unrealized gains (losses) on financial assets resulting from long-term equity investments
were $1,640,827 and $(126,995) for the years ended December 31, 2009 and 2008, respectively.

F. Long-term investment credit amounting to $225,515 and $157,013 was included in deferred
credits on December 31, 2009 and 2008, respectively.

(6) Property, plant and equipment, leased assets, and idle assets

A. The Company entered into agreements to lease a portion of its office space and plant facilities.
Under these agreements, the rental is payable monthly. As of December 31, 2009 and 2008,
the leased assets consisted of the following:

2009/12/31 2008/12/31

Land, buildings and others $ 118,964 75,331


Less: accumulated depreciation (20,055) (33,465)
$ 98,909 41,866

B. Idle assets consisted of the following:

2009/12/31 2008/12/31

Other equipment $ 1,330,660 -


Less: accumulated depreciation (1,029,043) -
accumulated impairment (301,617) -
$ - -

There is no indication of cash flow in future years for idle assets which are currently not used
for operation; therefore, the Group recognized the net fair value as the recoverable amount.
After evaluating and comparing the carrying value of idle assets and the recoverable amount,
the Company recognized loss on impairment of $301,617 for the year ended December 31,
2009.

C. Property, plant and equipment, leased assets, and idle assets are not pledged as collateral.

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Notes to Financial Statements

(7) Bonds payable

A. The Company issued the first Euro unsecured convertible bonds (ECB 1) on the Luxembourg
Stock Exchange on January 15, 2004, with a zero-coupon rate, a duration of five years, and a
face value of US$320,000,000. The details of ECB 1 are as follows:

2009/12/31 2008/12/31

Aggregate principal amount (USD 320,000,000) $ 10,822,400 10,822,400


Converted amount (USD 273,711,000) (9,256,906) (9,256,906)
Redeemed amount (USD 46,289,000) (1,565,494) -
Premium on bonds payable (USD 2,000) - 68
Foreign currency exchange gain - (113,797)
- 1,451,765
Less: Convertible bonds payable – due within
one year - (1,451,765)
Corporate bonds payable – net $ - -

The Company classified ECB 1 under current liabilities beginning March 31, 2008, since the
maturity date of convertible bonds was on January 15, 2009.

B. The Company issued redeemable domestic unsecured convertible bonds with a zero-coupon rate
and a face value of $12,000,000 on November 7, 2006. In accordance with SFAS No. 36, the
Company separated the embedded derivative debt and non-derivative debt components as
follows:

The main debt component at issuance $ 10,653,600


The embedded derivative debt at issuance 1,346,400
The total amount of the convertible bonds at issuance $ 12,000,000

The main issuance terms of the domestic unsecured convertible bonds are as follows:

(a) Duration of issuance: 5 years (from November 7, 2006, to November 7, 2011.)

(b) Conversion period: Each bondholder has the right to convert all or from time to time any
portion of its convertible bonds into common shares during the conversion period (up to 31
days after the original issued date to 10 days before the maturity date).

(c) Conversion price and adjustment: The conversion price is NT105.4 dollars per common
share initially. The conversion price will be adjusted upon the occurrence of an increase in
the number of common shares. The Company adjusted the conversion price to NT74.8
dollars on August 24, 2009. Furthermore, the conversion price was reset to NT68.7
dollars on October 1, 2009, in accordance with certain conversion terms.

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Notes to Financial Statements

(d) Call option: The Company could redeem the convertible bonds at par value at any time during
the period from December 8, 2006, to September 28, 2011, under the following conditions: the
closing price of the common shares on each of 30 consecutive trading days reaches or exceeds
50% of the conversion price, or the outstanding balance of the bonds is less than 10% of the
original issuance.

(e) Put option: Each bondholder has the right to put the convertible bonds at par value after the
3rd and 4th year.

The information on the above bonds payable is as follows:

2009/12/31 2008/12/31

Aggregate principal amount $ 12,000,000 12,000,000


Accumulated converted amount (7,000) (7,000)
Accumulated redeemed amount (8,187,100) (496,600)
Discount on bonds payable (158,604) (738,062)
3,647,296 10,758,338
Less: Convertible bonds payable –redeemable
within one year (3,647,296) (10,758,338)
Corporate bonds payable – net $ - -
Debt-component embedded derivative:
- call/put option and conversion price reset
option $ 9,515 193,140
- conversion rights 276,308 666,791
$ 285,823 859,931

2009/1/1~12/31 2008/1/1~12/31

Gain/(loss) on valuation of financial liabilities $ 179,298 942,440


Interest expense $ 128,051 267,507

The Company reclassified the convertible bonds and the related financial liabilities as current
liabilities as of December 31, 2009, because the bondholders could opt to request the Company
to redeem the convertible bonds on November 7, 2010.

(8) Pension

A. Because of the spin-off, except for a few foreign employees, the Company had settled its
financial obligation to employees under the pension plan accounted for based on SFAS No. 18
as of December 31, 2007. Thereafter, the Company is subject to the Labor Pension Act.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

B. The Company obtained permission from the Labor Affairs Bureau, Taipei, to suspend the
appropriation of pension funds for those foreign employees subject to the Labor Standards
Laws in 2009.

(9) Stockholders’ equity

A. Capital stock

On June 11, 2008, the stockholders resolved to increase capital by 494,065,000 shares by
capitalizing the retained earnings and employees’ bonuses of $4,940,652. The holders of ECB
1 had converted the bonds into 23,627,000 shares of common stock in 2008.

On June 16, 2009, the stockholders resolved to increase capital by 26,851,000 shares by
capitalizing the retained earnings and employees’ bonuses of $268,512. The record date of
this capital increase was set as August 24, 2009. The registration procedures related to the
issuance of shares were completed.

As of December 31, 2009 and 2008, the authorized capital of the Company was $47,500,000
($500,000 was reserved for employee stock options). Each share of this authorized capital has a
par value of $10 per share.

The Company issued Global Depositary Receipts (GDRs), and the GDRs are now listed on the
London Stock Exchange. The GDRs (originally 21,000,000 units issued and changed to
4,200,000 units from January 2, 2008) represent 21,000,000 shares of the Company’s common
stock.

B. Treasury stock

Movements of treasury stock were as follows:

2009/1/1~2009/12/31
Shares (in thousands) Amount

Beginning of the year $ - -


Addition 26,125 873,459
Retirement (26,125) (873,459)
Ending of the year $ - -

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Notes to Financial Statements

Pursuant to the Securities and Exchange Act, the total shares of treasury stock shall not
exceed 10% of the number of shares issued, and the total purchase cost shall not exceed the
sum of the retained earnings, additional paid-in capital-premiums, and realized additional paid-
in capital. For shares bought back with the intent of maintaining the Company’s credibility
and stockholders’ rights, the registration procedure must be completed within six months from
the date of buyback. Treasury stock held by the Company cannot be pledged and does not
have the right to receive dividends or vote until it is disposed of.

C. Additional paid-in capital

Pursuant to the Company Act, additional paid-in capital can only be used to offset a deficit or to
increase common stock. Cash dividends cannot be declared out of additional paid-in capital.
According to the Regulations Governing the Offering and Issuance of Securities by Securities
Issuers, capital increases through the capitalization of paid-in capital in excess of par value
should not exceed 10% of total common stock outstanding. In addition, capital increases
through the capitalization of paid-in capital in excess of par value can only commence in the
year following the initial year.

As of December 31, 2009 and 2008, due to the non-proportional investment in investee’s
increase in capital, additional paid-in capital amounting to $1,963,105 and $1,835,145,
respectively, was recognized, in accordance with SFAS. As this additional paid-in capital is
not regulated by the R.O.C. Company Act, Article 241, the transfer thereof to retained earnings
is prohibited.

D. Limitation on distribution of retained earnings

According to the Company’s articles of incorporation, annual net income after making up prior
years' losses, if any, should be distributed as follows: 10% as legal reserve, an appropriate
amount as special reserve according to relevant regulation or as required by the government,
10% of capital stock as capital interest, no less than 1% as employees’ bonuses, and no more
than 1% as directors’ and supervisors’ bonuses. When the employees’ bonuses are distributed
in stock, the recipients must include the employees of subsidiaries. After the distribution of
earnings, the remained earnings, if any, may be appropriated according to a resolution adopted
in a stockholders’ meeting.

The Company is facing a rapidly changing industrial environment, with the life cycle of the
industry in the growth phase. In light of the long-term financial plan of the Company and the
demand for cash by the stockholders, the Company should distribute cash dividends of no less
than 10% of the aggregate of all dividends.

E. Based on the resolutions approved by the stockholders during their annual stockholders’
meetings on June 16, 2009, and June 11, 2008, the employees’ bonuses and directors’ and
supervisors’ remuneration were appropriated from the distributable retained earnings of 2008
and 2007 as follows:

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Notes to Financial Statements

2008 2007

Employees’ bonuses – cash $ 250,837 912,030


Employees’ bonuses – stock (note) 700,000 1,200,000
Directors’ and supervisors’ remuneration 52,824 211,203
$ 1,003,661 2,323,233

Note: For 2007, employees’ bonuses – stock are presented based on par value of the shares..

There was no difference between the amount of earnings actually distributed for 2008 and that
accrued in the 2008 financial statements, and the earnings distribution for 2008 was recorded as
expense in 2008; the earnings distribution for 2007 was recorded as a deduction from
unappropriated retained earnings. The related information about the distribution of
employees’ bonuses and directors’ and supervisors’ remuneration determined by the meeting of
the board of directors and approved in the stockholders’ meeting can be accessed from the
Market Observation Post System.

F. According to the Company Act and the Company’s articles of incorporation, the employees’
bonuses and directors’ and supervisors’ remuneration were estimated and accrued in the 2009
and 2008 financial statements based on a fixed amount approved by the management. The
recognized employees’ bonuses amounted to $698,438 and $950,837, and directors’ and
supervisors’ remuneration amounted to $69,844 and $52,824 for the years ended December 31,
2009 and 2008, respectively. The number of shares distributable as stock dividend is
determined based on the closing price of the day before the shareholders’ meeting date and
considering the ex-rights and ex-dividends effects. Differences between the amount approved
in the shareholders’ meeting and recognized in the financial statements, if any, are accounted
for as changes in accounting estimates and recognized in profit or loss in the year of actual
distribution.

(10) Income taxes

A. The Company was certified to meet the definition of “Business Operation Headquarters” as
defined by the “Statute for Upgrading Industries,” Article 70-1. According to the statute, the
Company can obtain an income tax exemption on dividends declared by the board of directors
of an investee. The Company has obtained the exemption certificates for 2009 and 2008.

B. The Company are subject to income tax at a statutory rate of 25%. The Company is also subject
to the “Income Basic Tax Act” to calculate income tax. According to the amended tax law
issued on May 27, 2009, the statutory income rate will be reduced to 20% commencing from
2010. The components of income tax expense of the Company for the years ended December
31, 2009 and 2008, were as follows:

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

2009/1/1~12/31 2008/1/1~12/31

Current income tax expense $ 1,052,520 4,232,696


The 10% additional income tax on unappropriated
earnings 628,666 915,311
Investment tax credits (471,550) (678,782)
1,209,636 4,469,225
Deferred income tax expense (benefit):
Decrease (increase) in unrealized sales profit on
inter-affiliate accounts (204,075) 252,509
Increase in unrealized purchase discounts (228,945) -
Decrease in bad debt losses 2,195 86,128
Decrease (increase) in inventory valuation loss 46,424 (404,879)
Deferred tax effect resulting from change in income
tax rate (75,878) -
Increase (decrease) in investment income under (484,522) 229,851
equity method
Decrease (increase) in unrealized accrued expense 122,006 (373,160)
Others (45,137) (159,693)
(867,932) (369,244)
Income tax expense $ 341,704 4,099,981

C. The income tax computed on pre-tax financial income at the statutory rate was reconciled with
the income tax expense for the years ended December 31, 2009 and 2008, as follows:

2009/1/1~12/31 2008/1/1~12/31

Income tax calculated on pre-tax financial income $ 3,205,183 5,139,127


The 10% additional income tax on unappropriated
earnings 628,666 915,311
Investment tax credits (471,550) (678,782)
Estimated tax effect of tax exemption on investment
income, net (1,442,598) (1,002,305)
Business Operation Headquarters income tax
exemption on dividends declared by investees (806,620) (938,754)
The amount of basic income tax in excess of the
regular income tax - 1,001,819
Tax effect resulting from change in income tax rate (211,510) -
Tax-exempt cash dividend (58,750) (76,386)
Difference between prior years income tax estimation
and assessed results (648,538) 7,343
Others 147,421 (267,392)
Income tax expense $ 341,704 4,099,981

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

D. The components of deferred income tax assets (liabilities) as of December 31, 2009 and 2008,
were as follows:

2009/12/31 2008/12/31

Deferred income tax assets:


Unrealized sales profit $ 240,931 74,584
Inventory provisions 477,611 699,464
Unrealized accrued expense 248,764 468,645
Others 293,634 32,931
1,260,940 1,275,624
Deferred income tax liabilities:
Investment income recognized under the equity
method (overseas) (1,157,758) (2,039,488)
Others (282,115) -
(1,439,873) (2,039,488)
$ (178,933) (763,864)

2009/12/31 2008/12/31

Net deferred income tax assets – current $ 1,192,244 1,270,295


Net deferred income tax liabilities – non-current (1,371,177) (2,034,159)
$ (178,933) (763,864)

E. The R.O.C. tax authorities have examined the Company’s income tax returns through 2007
except for the year 2006. The Company disagreed with the assessment and filed formal tax
appeals for tax returns of years 1997, 1999, and 2000 through 2002. The total amounts of the
assessed additional income tax were recognized in the accompanying statements of income.
These tax appeals were resolved in 2009 and the Company adjusted income tax expense
according to the result thereof. In addition, the income tax return for the year 2005 was
examined in 2009, and the Company adjusted income tax expense accordingly. The tax
authorities assessed further the Company for additional income tax of $716,266 for the years
1996 and 1998. The Company disagreed with the assessment and filed formal tax appeals.
These additional income tax assessments were recognized in the accompanying statements of
income.

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

F. Imputation credit account and creditable ratio

2009/12/31 2008/12/31

Unappropriated retained earnings for 1997 and


prior years $ 2,858,766 3,298,939
Unappropriated retained earnings for 1998 and
thereafter 74,756,392 72,439,752
$ 77,615,158 75,738,691
ICA balance $ - 11,130,263

2009 2008

Creditable ratio for earnings distribution - % (expected) 18.12% (actual)

(11) Earnings per share

Earnings per share for the years ended December 31, 2009 and 2008, were computed as follows.
(All earnings per share amounts are expressed in dollars, and all shares are in thousand shares.)

2009/1/1~12/31 2008/1/1~12/31
Before After Before After
income tax income tax income tax income tax

Basic earnings per share:


Net income $ 12,820,770 12,479,066 20,556,548 16,456,567
Weighted-average number of shares
outstanding 4,242,156 4,242,156 4,245,535 4,245,535
Earnings per share $ 3.02 2.94 4.84 3.88
Diluted earnings per share:
Net income $ 12,820,770 12,479,066 20,556,548 16,456,567
Effects of dilutive potential common stock:
Convertible bonds payable (11,436) (21,389) (734,823) (711,705)
Net income for calculating diluted earnings
per share $ 12,809,334 12,457,677 19,821,725 15,744,862
Weighted-average number of shares
outstanding 4,242,156 4,242,156 4,245,535 4,245,535

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

2009/1/1~12/31 2008/1/1~12/31
Before After Before After
income tax income tax income tax income tax

Effects of dilutive potential common stock:


Convertible bonds payable 75,339 75,339 180,002 180,002
Employees’ bonuses that could be declared
in the form of stock bonus and have not
been approved by the stockholders’
meeting 22,764 22,764 25,890 25,890
Weighted-average shares for calculating
diluted earnings per share 4,340,259 4,340,259 4,451,427 4,451,427
Diluted earnings per share $ 2.95 2.87 4.45 3.54

(12) Related information about financial instruments

A. Fair value of financial instruments

As of December 31, 2009 and 2008, the details of fair value of financial assets and financial
liabilities, except for those close to the maturity date and therefore measured at book value, were
as follows:

2009/12/31 2008/12/31
Book Value Fair Value Book Value Fair Value
Financial assets:
Financial assets measured at $ 13,235,827 13,235,827 8,355,195 8,355,195
fair value through profit or
loss – current
Available-for-sale financial 408,338 408,338 252,588 252,588
assets – current
Financial assets carried at 41,162 - - -
cost – current
Available-for-sale financial 5,535,877 5,535,877 3,709,117 3,709,117
assets – non-current
Financial assets carried at 242,859 - 79,210 -
cost – non-current
Financial liabilities:
Financial liabilities 285,823 285,823 859,931 859,931
measured at fair value
through profit or loss –
current
Bonds payable – current 3,647,296 3,659,373 12,210,103 12,274,476

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Notes to Financial Statements

B. The following methods and assumptions were used in estimating fair values:

(a) The book value of short-term financial instruments is assessed to be the fair value due to
the short-term maturity periods of these instruments. Such method is applied to cash and
cash equivalents, notes and accounts receivable (payable), other current financial assets,
accrued expenses and other payables.

(b) Financial assets (or liabilities) measured at fair value through profit or loss and available-
for-sale financial assets: If public quote of financial assets and liabilities is available, then
the quoted price is adopted as the fair value. If market value is not available, an
assessment method that refers to quoted prices is used. The assumptions used are the
same as those used by financial market traders when quoting their prices.

(c) Financial assets carried at cost: Those are investments in companies whose shares are not
publicly listed and have no available market prices.

(d) The fair value of convertible bonds payable is not available, and a valuation technique is
used. The assumptions used in the said valuation are the same as those used by financial
market traders when quoting their prices. However, the fair value is not expected to equal
future cash outflow.

C. The fair value of financial assets and financial liabilities evaluated by the Company using public
quotes or an assessment method was as follows:

2009/12/31 2008/12/31
Public Assessment Public Assessment
quote value value quote value value

Financial assets:
Financial assets measured at
fair value through profit or
loss – current $ 13,235,827 - 8,344,301 10,894
Available-for-sale financial
assets – current 408,338 - 252,588 -
Available-for-sale financial
assets – non-current 5,535,877 - 3,709,117 -
Financial liabilities:
Financial liabilities measured
at fair value through profit
or loss – current - 285,823 - 859,931
Bonds payable – current - 3,659,373 - 12,274,476

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

The gains resulting from the valuation of financial instruments using a valuation technique
amounted to $210,629 and $862,836 for the years ended December 31, 2009 and 2008,
respectively.

D. Information about financial risk

(a) Market risk

(i) The main currency for purchases and sales of the Company is the US dollar. The
Company uses the principle of natural hedge to mitigate the risk and utilizes spot or
forward contracts to hedge foreign currency risk. The forward contracts’ duration
corresponds to the Company’s foreign currency assets’ and liabilities’ due date and
future cash flows. The exchange gains and losses resulting from foreign currency
assets and liabilities will be offset by the exchanges gains and losses resulting from the
forward contracts. Thus, the market risk of foreign currency exchange rate changes
does not have material impact on the Company.

(ii) The open-end funds and stocks of listed companies held by the Company are classified
as financial assets measured at fair value through profit or loss and available-for-sale
financial assets. As these assets are measured at fair value, the Company has risk
exposure related to changes in fair value in an equity securities market.

(b) Credit risk

(i) Credit risk means the potential loss of the Company if the counterpart involved in that
transaction defaults. Since the Company’s derivative financial instrument agreements
are entered into with financial institutions with good credit ratings, management
believes that there is no significant credit risk from these transactions.

(ii) The primary potential credit risk is from financial instruments like cash, bank deposits,
equity securities under non-equity method, and accounts receivable. The Company
deposits cash in different financial institutions. Equity securities under non-equity
method were funds and listed stock issued by companies with good credit ratings.
The Company manages credit risk exposure related to each financial institution and
believes that there is no significant concentration of credit risk of cash and equity
securities. The customers of the Company have good credit and profit records. The
Company is able to evaluate the financial condition of these customers in order to
reduce credit risk of accounts receivable.

(c) Liquidity risk

(i) The Company’s objective is to maintain a balance of funding continuity and flexibility
through the use of financial instruments such as cash and cash in bank, and bonds
payable.

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Notes to Financial Statements

(ii) The open-end funds and stocks of listed companies held by the Company have public
quoted prices and could be sold at the approximate market price. As to the forward
exchange contracts, there are no significant financing risks due to expected sufficient
capital. Management believes that the cash flow risk is not significant because
contracted foreign currency exchange rates are fixed.

(iii) Equity investments recorded as financial assets carried at cost do not have reliable
market prices and are expected to have liquidity risk.

5. Related-party Transactions

(1) Names and relationships of the related parties

Related Party Relationship with the Company

ASUS TECHNOLOGY INCORPORATION (ASUS Investee evaluated under the equity method
TECHNOLOGY)
PEGATRON Investee evaluated under the equity method
Azurewave Technologies, Inc. (Azurewave Investee evaluated under the equity method
Technologies)
Askey Investee evaluated under the equity method
Shinewave International Inc. Investee evaluated under the equity method
Enertronix, Inc. (Enertronix) Investee evaluated under the equity method
Asint Technology Corporation (Asint) Investee evaluated under the equity method
ASMEDIA TECHNOLOGY INC. Investee evaluated under the equity method
AGAiT Technology Corporation Investee evaluated under the equity method
eCareme Technologies, Inc. Investee evaluated under the equity method
Excelliance MOS Corporation Investee evaluated under the equity method
ASUS COMPUTER INTERNATIONAL Investee evaluated under the equity method
ASUS HOLLAND B.V. Investee evaluated under the equity method
Azurewave Cayman Investee evaluated under the equity method
(Begun liquidation from 2009)
ASUS TECHNOLOGY PTE. LIMITED (ASTP) Investee evaluated under the equity method
ASUS COMPUTER GmbH Investee evaluated under the equity method
ASUS IBERICA S.L. Investee evaluated under the equity method
ASUSTEK Italy S.R.L. Investee evaluated under the equity method
ASUSTEK COMPUTER (SINGAPORE) PTE, Ltd. Investee evaluated under the equity method
ASUS Technology (Suzhou) Co., Ltd. Investee evaluated under the equity method
UNIMAX ELECTRONICS INCORPORATION Investee evaluated under the equity method
ASUS Computer (Shanghai) Co., Ltd. Investee evaluated under the equity method
ASKEY TECHNOLOGY (JIANGSU) LTD. Investee evaluated under the equity method
ASHINE TECHNOLOGY (SUZHOU) LTD. Investee evaluated under the equity method
Double Tech Ltd. Investee evaluated under the equity method

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Notes to Financial Statements

Related Party Relationship with the Company

Openbase Limited Investee evaluated under the equity method


ASUSPOWER INVESTMENT CO., LTD. Investee evaluated under the equity method
(ASUSPOWER INVESTMENT)
ASUS INVESTMENT CO., LTD. (ASUS Investee evaluated under the equity method
INVESTMENT)
ASUSTEK INVESTMENT CO., LTD. (ASUSTEK Investee evaluated under the equity method
INVESTMENT)
ADVANSUS CORP. Investee evaluated under the equity method
UNIHAN Investee evaluated under the equity method
Ability Enterprise Co., Ltd. Investee evaluated under the equity method
AMA PRECISION INC. Investee evaluated under the equity method
CASETEK COMPUTER (SUZHOU) CO., LTD. Investee evaluated under the equity method
CORE-TEK (SHANGHAI) LIMITED Investee evaluated under the equity method
AVY PRECISION ELECTROPLATING Investee evaluated under the equity method
(SUZHOU) CO., LTD.
PEGATRON TECHNOLOGY SERVICE INC. Investee evaluated under the equity method
PEGATRON JAPAN INC. Investee evaluated under the equity method
ASFLY TRAVEL SERVICE LIMITED Investee evaluated under the equity method
KINSUS INTERCONNECT TECHNOLOGY Investee evaluated under the equity method
CORP.
STARLINK ELECTRONICS CORPORATION Investee evaluated under the equity method
ASROCK Incorporation Investee evaluated under the equity method
PEGATRON Mexico, S.A. DE C.V. Investee evaluated under the equity method
ASUSPOWER CORPORATION Investee evaluated under the equity method
BOARDTEK COMPUTER (SUZHOU) CO., LTD. Investee evaluated under the equity method
(BOARDTEK COMPUTER)
MAINTEK COMPUTER (SUZHOU) CO., LTD. Investee evaluated under the equity method
Protek (ShangHai) Limited Investee evaluated under the equity method
NORTH TEC ASIA (SHANGHAI) LIMITED Investee evaluated under the equity method
DIGITEK GLOBAL HOLDINGS LIMITED Investee evaluated under the equity method
BOARDTEK (H.K.) TRADING LIMITED Investee evaluated under the equity method
PEGATRON Czech s.r.o. Investee evaluated under the equity method
ASLINK PRECISION CO., LTD. Investee evaluated under the equity method
ASLINK (H.K.) PRECISION CO., LIMITED Investee evaluated under the equity method
(ASLINK H.K.)
ASAP INTERNATIONAL CO., LIMITED Investee evaluated under the equity method
ASIAROCK TECHNOLOGY LIMITED Investee evaluated under the equity method
STRATEGY Technology Co., Ltd. Investee evaluated under the equity method
AMA Technology Corporation Investee evaluated under the equity method
SHANGHAI INDEED TECHNOLOGY CO., LTD. Investee evaluated under the equity method

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Notes to Financial Statements

Related Party Relationship with the Company

ASUSALPHA Computer Inc. Investee evaluated under the equity method


(merged with PEGATRON on April 1, 2008)
The directors, supervisors and major management The directors, supervisors and major
management

(2) Summary of significant transactions with related parties

A. Sales

2009/1/1~12/31 2008/1/1~12/31
Amount % Amount %

ASTP $ 210,597,333 91 203,543,087 82


ASUS TECHNOLOGY 13,296,236 6 13,753,504 5
Others 1,713,538 1 5,549,224 2
$ 225,607,107 98 222,845,815 89

(a) The sales prices of related-party transactions were decided on the basis of the economic
environment and market competition in each sales area. The terms of the transactions are
O/A 90 days or open account 30 to 90 days. The terms of the above transactions are not
different from those with third parties.

(b) The unrealized gain resulting from the above transactions as of December 31, 2009 and
2008, was $1,204,657 and $298,337, respectively, which would be recognized as deferred
credits.

B. Purchases

2009/1/1~12/31 2008/1/1~12/31
Amount % Amount %

PEGATRON $ 60,544,197 32 81,188,608 36


BOARDTEK COMPUTER 1,516,942 1 - -
Asint 1,359,623 1 328,159 -
ASLINK (HK) 396,624 - 253,287 -
UNIHAN 43,520 - 2,796,491 1
Azurewave Technologies 56,386 - 1,492,002 1
Others 1,230,475 - 2,088,362 1
$ 65,147,767 34 88,146,909 39

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Notes to Financial Statements

Purchase terms are open account 30 to 60 days or 7 to 90 days from receipt of goods for related
parties and were similar to those for third-party customers. The purchase amount mentioned
above does not include purchase of raw materials on behalf of related parties.

C. Cost, and processing and testing expenses:

Items 2009/1/1~12/31 2008/1/1~12/31

PEGATRON Testing, processing $ 1,079,627 460,086


expenses and other costs
DIGITEK GLOBAL Processing expenses 26,245 1,430,579
HOLDINGS LIMITED
Others 15,869 100,682
$ 1,121,741 1,991,347

D. Notes and accounts receivable, notes and accounts payable, other receivables and other current
liabilities:

2009/12/31 2008/12/31
Amount % Amount %

Notes and accounts receivable:


ASTP $ 44,160,703 94 35,213,105 91
ASUS TECHNOLOGY 1,935,800 4 2,809,554 7
Others 169,734 - 305,109 1
$ 46,266,237 98 38,327,768 99
Notes and accounts payable:
PEGATRON $ 11,746,997 32 10,108,884 42
BOARDTEK COMPUTER 261,314 1 - -
Asint 753,128 2 - -
UNIHAN 20,601 - 267,057 1
Others 754,869 2 522,563 2
$ 13,536,909 37 10,898,504 45

Other receivables from affiliated companies (non-financing):

PEGATRON $ 25,306 1 1,142,696 18


Others 44,344 1 328,194 5
$ 69,650 2 1,470,890 23

125
30

ASUSTEK COMPUTER INC.

Notes to Financial Statements

2009/1/1~12/31 2008/1/1~12/31
Amount % Amount %

Accrued expense, other current liabilities,


and receipt in advance:

PEGATRON $ 764,417 8 251,633 3


Others 221,518 2 607,066 6
$ 985,935 10 858,699 9

The Company reclassified accounts receivable from related parties which were overdue for
three months to other receivable – related parties amounting to $4,218 and $331,627 as of
December 31, 2009 and 2008, respectively.

E. Securities transactions

The Company purchased 100% ownership of Enertronix from PEGATRON for $313,785 and
purchased 8.64% ownership of Azurewave Technologies from Azurewave Cayman for
$126,180 in the third quarter of 2009.

The Company purchased International United Technology (Taiwan) from ASUSPOWER


INVESTMENT, ASUS INVESTMENT and ASUSTEK INVESTMENT for $56,072, $55,307
and $10,850, respectively, on May 12, 2008. After acquiring the stock, the Company owned
56.73% of International United Technology (Taiwan).

F. Guarantees

2009/12/31 2008/12/31

PEGATRON $ 9,597,000 13,218,400


UNIHAN - 1,640,000
PEGATRON and UNIHAN - 629,760
$ 9,597,000 15,488,160

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ASUSTEK COMPUTER INC.

Notes to Financial Statements

G. Salaries and remuneration of key management

The salaries and remuneration the Company paid to the directors, supervisors and major
management in 2009 and 2008 were as follows:

2009/1/1~12/31 2008/1/1~12/31
(Estimated) (Actual)

Salaries $ 91,914 71,817


Incentives 22,527 53,698
Distribution of earnings 69,844 52,824
Employees’ bonus 160,671 84,115

For the explanation of estimation of directors’ and supervisors’ remuneration and employees’
bonus, please refer to the section on stockholders’ equity.

6. Pledged Assets

Assets Items 2009/12/31 2008/12/31

Guaranteed deposits – pledged Guarantee for import duty $ 82,079 87,825


time deposit

7. Commitments and Contingencies

As of December 31, 2009, the details of commitments and contingencies were as follows:

(1) See note 5 for guarantees made to related parties.

(2) Lawsuit for infringement of intellectual property rights

A. In October 2009, the Company and IBM entered into a cross license agreement, and all lawsuits
between the Company and IBM ceased with the agreement.

B. In January 2007, a Japanese company filed a lawsuit against the Company and its US subsidiary
for infringement of intellectual property rights. In May and September 2007, another plaintiff, a
US company, also filed a lawsuit against the Company and its US subsidiary for patent
infringement and violation of trade secrets. These lawsuits are currently under investigation in
a Utah court in the US. The outcome of these lawsuits is not certain. The Company
continuously evaluates the possible loss, and a provision has been estimated and recognized in
the books.

127
32

ASUSTEK COMPUTER INC.

Notes to Financial Statements

C. In September 2008, a US patentee filed a lawsuit against the Company’s US subsidiary alleging
that the subsidiary was engaged in patent infringement. This lawsuit is currently under
investigation in an East Texas court in the US and its outcome is not certain. The Company
continuously evaluates the possible loss, and a provision has been estimated and recognized in
the books.

D. Several patentees filed lawsuits or investigations for patent infringement against the Company.
These lawsuits or investigations are currently under investigation in a Delaware court, in an
East Texas court, and by the United States International Trade Commission. The outcome of
the lawsuits is not certain. The Company continuously evaluates the possible loss, and a
provision has been estimated and recognized in the books.

(3) To ensure the supply of raw materials, the Company has entered into an agreement with a supplier
for a guaranteed quantity of materials at a discount to market price. The Company prepaid
$3,217,000, recorded as other assets – others.

(4) The Company entered into operating lease contracts for its offices and parking spaces. Future lease
payments under those leases are as follows:

Year Amount

2010 $ 82,333
2011 74,202
2012 72,480
2013 20,558

8. Significant Disaster Loss: None.

9. Subsequent Events

The Company held its extraordinary shareholders’ meeting on February 9, 2010, and passed a
resolution for the spin-off of its ODM business. Such resolution requires the Company to spin off the
ODM assets and business (the Company's 100%-owned long-term equity investment in Pegatron) to
the Company's wholly owned existing subsidiary Pegatron International Investment Co., Ltd. Pegatron
International Investment Co., Ltd. will issue new shares to the Company and the shareholders of the
Company as consideration. The Company will have a capital reduction of $36,097,609 or a capital
reduction of approximately 85%. It is expected that the Company will acquire approximately 25% of
the equity in Pegatron International Investment Co., Ltd. and that the shareholders of the Company
will in total acquire approximately 75% of the equity in Pegatron International Investment Co., Ltd.
The spin-off date is expected to be June 1, 2010.

128
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ASUSTEK COMPUTER INC.

Notes to Financial Statements

10. Others

(1) Personnel expenses, depreciation, and amortization for the years ended December 31, 2009 and
2008, were as follows:

2009/1/1~12/31 2008/1/1~12/31
Cost of Operating Cost of Operating
sales expenses Total sales expenses Total

Personnel expenses
Salaries - 3,303,572 3,303,572 - 3,763,341 3,763,341
Labor and health
insurance - 193,355 193,355 - 162,570 162,570
Pension - 128,966 128,966 - 114,953 114,953
Other - 117,891 117,891 - 130,520 130,520
Depreciation 519,396 233,535 752,931 - 211,524 211,524
Amortization 481,644 197,801 679,445 507,969 177,739 685,728

(2) The Company’s significant agreement as of December 31, 2009, was as follows:

Name of Contract Party Content


Marketing Agreement Microsoft Corporation Project planning

(3) Reclassification

Certain accounts in the 2008 financial statements, have been reclassified to conform to the 2009
financial statements presentation. Such reclassification does not have any significant impact on
the accompanying financial statements.

11. Segment Information

A. Industrial information

The Company is engaged in a single industry and is mainly engaged in the design, production and
sale of main boards.

B. Geographic information

The Company has no foreign operation segment.

C. Export sales

Export sales to geographic areas in 2009 and 2008 were as follows:

129
34

ASUSTEK COMPUTER INC.

Notes to Financial Statements

Destination area 2008 2007

Asia Pacific $ 213,630,267 209,371,978


United States and Canada 2,170,317 15,042,211
Europe 244,216 5,835,153
Africa 288,099 305,689
$ 216,332,899 230,555,031

D. Major clients

Sales to individual customers constituting over 10% of the total revenue in 2009 and 2008 were as
follows:

Destination area 2009 2008

A Company $ 210,597,333 203,543,087

130
131
132
ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars)

2009 2008 2009 2008


Assets Amount % Amount % Liabilities and Stockholders’ Equity Amount % Amount %

Current assets: Current liabilities:


Cash and cash equivalents (note 4(1)) $ 66,253,202 17.9 49,718,467 13.9 Short-term debt and short-term notes and bills payable (notes 4(12)) $ 12,503,033 3.4 14,573,844 4.1
Financial assets measured at fair value through profit or loss – Notes and accounts payable (note 5) 98,634,612 26.7 84,892,167 23.7
current (note 4(2)) 21,657,195 5.9 13,295,479 3.7 Income tax payable 3,950,865 1.1 5,504,329 1.5
Available-for-sale financial assets – current (note 4(2)) 1,848,464 0.5 516,306 0.1 Accrued expenses and other current liabilities (note 4(17)) 36,306,121 9.8 31,292,346 8.7
Financial assets held to maturity – current (note 4(2)) 16,425 - - - Financial liabilities measured at fair value through profit or loss –
Derivative financial assets for hedging (note 4(3)) 306,361 0.1 - - current (notes 4(2) and 4(14)) 283,596 0.1 1,721,005 0.5
Financial assets carried at cost – current (note 4(2)) 41,162 - - - Receipts in advance 4,627,738 1.2 5,484,328 1.5
Notes and accounts receivable, net (notes 4(4), 5 and 6) 87,485,778 23.6 89,893,998 25.1 Bonds payable – current (note 4(14)) 3,609,633 1.0 11,988,037 3.4
Other receivables and other financial assets 6,123,019 1.7 8,615,382 2.4 Current portion of long-term loans payable (note 4(13)) 837,772 0.2 2,219,239 0.6
Inventories, net (notes 4(5) and 6) 87,737,192 23.7 97,457,070 27.2 160,753,370 43.5 157,675,295 44.0
Prepaid and other current assets (note 6) 4,211,029 1.1 4,219,874 1.2 Long-term and other liabilities:
Non-current assets held for sale (notes 4(9) and 5) - - 182,876 - Long-term debt (note 4(13)) 9,486,372 2.5 9,750,388 2.7
Deferred income tax assets – current (note 4(17)) 2,607,912 0.7 2,829,817 0.8 Deferred income tax liabilities and others (notes 4(15) and 4(17)) 2,116,396 0.6 2,680,167 0.8
278,287,739 75.2 266,729,269 74.4 11,602,768 3.1 12,430,555 3.5
Investments: Total liabilities 172,356,138 46.6 170,105,850 47.5
Long-term investments under equity method (notes 4(6) and 5) 2,145,776 0.6 2,773,575 0.9 Stockholders’ equity:
Available-for-sale financial assets – non-current (note 4(2)) 7,805,382 2.1 4,556,392 1.2 Common stock (note 4(16)) 42,467,775 11.5 42,460,513 11.8
Financial assets held to maturity – non-current (note 4(2)) - - 16,425 - Additional paid-in capital: (note 4(16))

133
Financial assets carried at cost – non-current (note 4(2)) 2,421,049 0.7 2,477,410 0.7 Paid-in capital in excess of par value 28,274,481 7.6 27,861,248 7.8
Investment – land use right (note 4(11)) 432,705 0.1 443,246 0.1 Others 1,963,105 0.5 1,835,145 0.5
12,804,912 3.5 10,267,048 2.9 30,237,586 8.1 29,696,393 8.3
Property, plant and equipment (notes 4(8), 5 and 6): Retained earnings: (note 4(16))
Land 4,349,763 1.2 4,725,655 1.3 Legal reserve 18,910,213 5.1 17,264,557 4.9
Buildings 29,872,128 8.1 27,110,509 7.6 Unappropriated retained earnings 77,615,158 21.0 75,738,691 21.1
Machinery and equipment 48,315,649 13.1 50,830,334 14.2 96,525,371 26.1 93,003,248 26.0
Instruments and equipment 3,603,244 0.9 3,330,385 0.9 Equity adjustment:
Other equipment 10,404,413 2.8 9,293,174 2.6 Cumulative translation adjustments 1,490,885 0.4 3,696,120 1.0
96,545,197 26.1 95,290,057 26.6 Net loss not recognized as pension cost (3,202) - (1,128) -
Less: accumulated depreciation (34,115,550) (9.2) (29,176,055) (8.1) Unrealized gains (losses) on financial assets 2,159,201 0.6 (1,568,528) (0.4)
Accumulated impairment – fixed assets (235,304) - (617,339) (0.2) Unrealized gains on cash flow hedges 306,361 0.1 - -
Prepayments for purchase of equipment 2,522,562 0.6 5,355,254 1.5 3,953,245 1.1 2,126,464 0.6
64,716,905 17.5 70,851,917 19.8 Minority interest 24,466,987 6.6 20,895,797 5.8
Intangible assets: Total stockholders’ equity 197,650,964 53.4 188,182,415 52.5
Computer software and others 741,168 0.2 853,108 0.2
Goodwill (note 4(10)) 962,876 0.3 890,146 0.3
Land use rights (note 6) 2,618,687 0.7 2,580,836 0.7
4,322,731 1.2 4,324,090 1.2
Other assets:
Leased assets, net (note 4(8)) 882,127 0.2 858,767 0.2
Idle assets (notes 4(8) and 6) 847,258 0.2 80,549 -
Deferred expenses 3,577,742 1.0 3,751,627 1.1
Other assets (notes 4(10), 4(15), 4(17), 6 and 7) 4,567,688 1.2 1,424,998 0.4
9,874,815 2.6 6,115,941 1.7
Total assets $ 370,007,102 100.0 358,288,265 100.0 Total liabilities and stockholders’ equity $ 370,007,102 100.0 358,288,265 100.0

See accompanying notes to financial statements.


ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Consolidated Statements of Income

For the years ended December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars, except earnings per share amounts)

2009 2008
Amount % Amount %

Net sales (note 5) $ 610,120,403 100.0 664,238,639 100.0


Cost of sales (notes 5 and 10) 548,105,350 89.8 591,506,247 89.1
Gross profit 62,015,053 10.2 72,732,392 10.9
Operating expenses: (notes 4(15), 5 and 10)
Selling 21,306,349 3.5 28,695,069 4.3
General and administrative 10,106,984 1.8 9,440,979 1.4
Research and development 14,867,522 2.4 13,950,877 2.1
46,280,855 7.7 52,086,925 7.8
Operating income 15,734,198 2.5 20,645,467 3.1
Non-operating income and gains:
Interest income 286,044 0.1 1,078,816 0.2
Investment income under the equity method, net
(note 4(6)) 332,956 0.1 52,249 -
Dividends 255,108 - 404,200 -
Gain on disposal of investments (note 5) 814,876 0.1 304,315 -
Foreign currency exchange gain, net - - 1,366,308 0.2
Gain on bad debt recovery - - 1,360,968 0.2
Gain on valuation of financial assets, net (note 4(2)) 1,339,020 0.2 - -
Gain on valuation of financial liabilities, net
(notes 4(2) and 4(14)) 192,867 - 68,979 -
Others (note 9) 3,476,936 0.6 3,266,980 0.5
6,697,807 1.1 7,902,815 1.1
Non-operating expenses and losses:
Interest expense (note 4(14)) 334,067 - 784,603 0.2
Impairment loss (notes 4(2), 4(8) and 4(10)) 958,461 0.2 952,215 0.1
Loss on valuation of financial assets - - 190,992 -
Others 1,843,317 0.3 2,083,633 0.3
3,135,845 0.5 4,011,443 0.6
Net income before income tax expense 19,296,160 3.1 24,536,839 3.6
Income tax expense (note 4(17)) 3,040,625 0.5 5,611,908 0.8
Consolidated net income $ 16,255,535 2.6 18,924,931 2.8
Distributed to:
Parent company’s shareholders $ 12,479,066 2.0 16,456,567 2.5
Minority interest 3,776,469 0.6 2,468,364 0.3
$ 16,255,535 2.6 18,924,931 2.8

Before After Before After


income tax income tax income tax income tax
Earnings per share (note 4(18))
Basic earnings per share (in dollars) $ 3.02 2.94 4.84 3.88
Diluted earnings per share (in dollars) $ 2.95 2.87 4.45 3.54

See accompanying notes to financial statements.

134
ASUSTek COMPUTER INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars)

Retained earnings
Unrealized Unrealized
Additional Cumulative Net loss not gains (losses) gains
Common paid-in Legal translation recognized as on financial on cash Treasury Minority
stock capital reserve Unappropriated adjustments pension cost assets flow hedge stock Interest Total

Balance on January 1, 2008 (Adjusted) $ 37,283,589 28,380,731 14,502,229 77,526,880 1,124,179 (289) 511,248 - - 20,352,462 179,681,029
Appropriations and distributions of 2007 earnings
Legal reserve - - 2,762,328 (2,762,328) - - - - - - -
Employee bonuses - - - (912,030) - - - - - - (912,030)
Employee bonuses transferred to common stock 1,200,000 - - (1,200,000) - - - - - - -
Dividends transferred to common stock 3,740,652 - - (3,740,652) - - - - - - -
Cash dividends - - - (9,351,630) - - - - - - (9,351,630)
Directors’ and supervisors’ remuneration - - - (211,203) - - - - - - (211,203)
Cumulative translation adjustments - - - - 2,571,941 - - - - - 2,571,941
Adjustments to investee company’s stockholders’ equity - (218,438) - (66,913) - (839) (126,995) - - - (413,185)
Dividends on shares held in trust paid to employees - 286,223 - - - - - - - - 286,223
Conversion of bonds payable 236,272 1,247,877 - - - - - - - - 1,484,149
Changes in unrealized gains or losses on financial assets - - - - - - (1,952,781) - - - (1,952,781)

135
Net consolidated income for the year ended December 31, 2008 - - - 16,456,567 - - - - - 2,468,364 18,924,931
Change in minority interest - - - - - - - - - (1,925,029) (1,925,029)
Balance on December 31, 2008 $ 42,460,513 29,696,393 17,264,557 75,738,691 3,696,120 (1,128) (1,568,528) - - 20,895,797 188,182,415
Balance on January 1, 2009 $ 42,460,513 29,696,393 17,264,557 75,738,691 3,696,120 (1,128) (1,568,528) - - 20,895,797 188,182,415
Appropriations and distributions of 2008 earnings
Legal reserve - - 1,645,656 (1,645,656) - - - - - - -
Dividends transferred to common stock 84,398 - - (84,398) - - - - - - -
Cash dividends - - - (8,439,852) - - - - - - (8,439,852)
Employee bonuses transferred to common stock and
additional paid-in capital 184,114 515,886 - - - - - - - - 700,000
Cumulative translation adjustments - - - - (2,205,235) - - - - - (2,205,235)
Adjustments to investee company’s stockholders’ equity - 127,960 - 7,480 - (2,074) 1,640,827 306,361 - - 2,080,554
Dividends on shares held in trust paid to employees - 69,383 - - - - - - - - 69,383
Change in unrealized gains or losses on financial assets - - - - - - 2,086,902 - - - 2,086,902
Purchase of treasury stock - - - - - - - - (873,459) - (873,459)
Treasury stock retirement (261,250) (172,036) - (440,173) - - - - 873,459 - -
Net consolidated income for the year ended December 31, 2009 - - - 12,479,066 - - - - - 3,776,469 16,255,535
Change in minority interest - - - - - - - - - (205,279) (205,279)
Balance on December 31, 2009 $ 42,467,775 30,237,586 18,910,213 77,615,158 1,490,885 (3,202) 2,159,201 306,361 - 24,466,987 197,650,964

See accompanying notes to financial statements.


ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars)

2009 2008

Cash flows from operating activities:


Net income $ 16,255,535 18,924,931
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 13,126,684 10,248,180
Loss on impairment 958,461 952,215
Loss (gain) on valuation of financial liabilities (179,298) (68,979)
Amortization of discount on bonds 128,051 267,507
Dividends on shares held in trust paid to employees 69,383 286,223
Investment income under the equity method, net (332,956) (52,249)
Cash dividends received from long-term investment under the equity method 169,090 215,686
Decrease (increase) in financial assets measured at fair value through profit or
loss – current (7,688,477) (8,529)
Increase (decrease) in financial liabilities measured at fair value through profit or loss –
current (878,100) 407
Decrease (increase) in notes and accounts receivable, net 2,509,244 39,887,426
Decrease (increase) in inventories, net 9,959,535 6,131,153
Decrease (increase) in other receivables, net 2,533,997 (1,515,552)
Changes in deferred income tax assets and liabilities, net (401,246) (1,143,529)
Decrease (increase) in prepaid and other current assets 669,654 (1,239,187)
Increase (decrease) in notes and accounts payable 13,698,535 (57,104,837)
Increase (decrease) in income tax payable (1,588,938) (1,905,273)
Increase (decrease) in accrued expenses, receipts in advance, and other current liabilities 4,248,512 7,375,619
Others 272,748 214,946
Net cash provided by operating activities 53,530,414 21,466,158
Cash flows from investing activities:
Acquisition of investments (1,639,421) (2,540,579)
Proceeds from disposal of investments (including capital decrease) 2,429,591 1,666,225
Decrease (increase) in refundable deposits 407,040 (40,307)
Acquisition of property, plant and equipment (7,844,366) (12,689,532)
Additions to deferred expenses and intangible assets (2,628,735) (4,643,036)
Other assets and others (2,913,479) 718,758
Net cash used in investing activities (12,189,370) (17,528,471)
Cash flows from financing activities:
Employee bonuses and directors’ and supervisors’ remuneration (70,958) (1,220,106)
Increase (decrease) in short-term loans (2,082,754) 7,332,433
Redemption of long-term loans (3,243,466) (1,097,852)
Increase in long-term loans 1,698,826 10,001,484
Redemption of bonds payable (9,147,365) (712,499)
Cash dividends (8,439,852) (9,351,630)
Changes in minority interest (1,913,241) (2,456,178)
Redemption of treasury stock (873,459) -
Others 165,432 90,528
Net cash provided by (used in) financing activities (23,906,837) 2,586,180
Effect of exchange rate changes (1,091,395) (75,872)
Effect of change in ownership of subsidiaries (72,657) (375,400)
Change in cash due to change in ownership of subsidiaries 264,580 60,089
Net increase in cash and cash equivalents 16,534,735 6,132,684
Cash and cash equivalents at beginning of period 49,718,467 43,585,783
Cash and cash equivalents at end of period $ 66,253,202 49,718,467
Supplementary disclosures of cash flow information:
Cash paid during the period for:
Interest $ 391,270 501,023
Income tax $ 5,017,356 8,908,524
Investing and financing activities not affecting cash flows:
Bonds payable converted to common stock and additional paid-in capital $ - 1,484,149
Employee bonuses payable transferred to common stock and additional paid-in capital $ 700,000 -
Bonds payable – could be repaid within one year $ 3,609,633 11,988,037
Long-term loan – could be repaid within one year $ 837,772 2,219,239

See accompanying notes to financial statements.

136
ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009 and 2008


(expressed in thousands of New Taiwan dollars unless otherwise specified)

1. Organization

ASUSTeK Computer Inc. (the Company) was established on April 2, 1990. The Company’s
common shares were listed on the Taiwan Stock Exchange (TSE). Its main activities are to produce,
design and sell notebook PCs, main boards, CD-ROMs and add-on cards.

The Company resolved to spin-off its OEM businesses on January 1, 2008. Pursuant to the Company’s
resolution, the Company transferred its computer and non-computer OEM businesses to its spun-off
subsidiaries PEGATRON CORPORATION (PEGATRON) and UNIHAN CORPORATION
(UNIHAN), respectively.

The Group’s headcounts aggregated 113,324 and 104,294 as of December 31, 2009 and 2008,
respectively.

2. Summary of Significant Accounting Policies

The consolidated financial statements are prepared in accordance with the Guidelines Governing the
Preparation of Financial Reports by Securities Issuers and accounting principles and practices
generally accepted in the Republic of China. The significant accounting policies and measurement
basis adopted in preparing the accompanying financial statement are as follows:

(1) Basis of consolidation

When the Group holds more than 50% of the voting rights of investees (including the exercisable
and convertible potential voting rights owned by the Group except when there is any evidence
indicating that the Group has no controlling power from their percentage of ownership) or when
any one of the criteria listed below is met, the Group is considered to have control over the
investees. The Group not only accounts for such investments under the equity method but also
consolidates them into the Group’s consolidated financial statements quarterly.

A. Has ability to acquire more than half of investee’s voting rights with agreement of other
investors.

B. Has ability to control the financial, operating and human resources functions of investee
according to regulations or agreements.

C. Has authority to appoint more than half of the members of the board of directors (or its
equivalent) to control the board (or its equivalent).

D. Has authority to secure more than half of the voting rights of the board (or its equivalent) to
control the board (or its equivalent).

E. Has other circumstances that prove the controlling power.

(Continued)

137
2

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

As of December 31, 2009 and 2008, the Company and subsidiaries (the Group) included in the
consolidated financial statements and the Company’s direct and indirect percentage of ownership
were as follows:

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

ASUS COMPUTER Sales and repair service center 100% 100%


INTERNATIONAL in North America
ASUS TECHNOLOGY Trading electronic appliances, 100% 100%
INCORPORATION communication appliances,
data software, electronic
material and office
equipment
AXUS Microsystems Inc. Designing, manufacturing, 85% 85%
processing and selling
storage products
Shinewave International Software R&D 51% 51%
Inc.
ASUS HOLLAND B.V. Sales and repair service center 100% 100%
in Europe
ASUS INTERNATIONAL Investing activities 100% 100%
LIMITED
ASUSTEK HOLDINGS Investing activities 100% 100%
LIMITED
ASUSCHANNEL Investing and trading activities 100% 100%
CORPORATION
eCareme Technologies, Inc Network service 77% 77%
International United Database service, wired 56.73% 56.73%
Technology Co., Ltd. communication,
(Taiwan) (IUT (Taiwan)) manufacturing mechanical
equipment, and
manufacturing, selling and
developing ink-jet printing
technology
ASMEDIA Designing products and data 60.48% 91.24%
TECHNOLOGY INC. software, information
processing and supply
Askey Computer Corp. Designing, manufacturing and 100% 100%
(Askey) selling modems, peripheral
equipment, transportable
equipment and related spare
parts

(Continued)

138
3

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

PEGATRON Designing, manufacturing, 100% 100%


maintaining and selling
computer peripherals and
audio-video products
Pegatron International Investing activities 100% -
Investment Co., Ltd.
Hua-Cheng Venture Capital Venture capital investing 100% 100%
Corp. activities
Hua-Min Investment Co., Investing activities 100% 100%
Ltd.
AGAiT Technology Designing and selling computer 100% -
Corporation peripherals
Enertronix, Inc. Wireless and wired 100% 100%
communication equipment
AzureWave Technologies, Manufacturing office machinery, 56.16% 58.09%
Inc. (AzureWave) electronic parts, and computer
peripherals, and selling
precision equipment and
digital cameras
eMES (SUZHOU) CO., Computer security systems, 51% 51%
LTD. messenger management
systems, and automation
systems R&D; providing
related technology and after-
sales service
GREAT EXTEND Providing management 60.48% 91.24%
INVESTMENT CORP. consulting service
Askey International Corp. Manufacturing and selling 100% 100%
communication products
Dynalink International Investment in overseas 100% 100%
Corp. companies
Magic International Co., Investment in overseas 100% 100%
Ltd. companies
Askey (Vietnam) Company Manufacturing and selling 100% 100%
Limited communication products
Double Tech Ltd. Merchandise trading 100% 100%
Big Profit Limited Merchandise trading 100% 100%
Famous Star Investments Investment in overseas 100% 100%
Limited companies
Magicom International Investment in overseas 100% 100%
Corp. companies
(Continued)

139
4

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

ASKEY TECHNOLOGY Developing and selling 100% 100%


(SHANGHAI) LTD. communication products
Openbase Limited Merchandise trading 100% 100%
Goodsmart International Merchandise trading 100% 100%
Ltd.
Leading Profit Co., Ltd. Merchandise trading 100% 100%
UNI Leader International Merchandise trading 100% 100%
Ltd.
ASKEY TECHNOLOGY Manufacturing and selling 100% 100%
(JIANGSU) LTD. communication products
(ASKEY JIANGSU)
ASON TECHNOLOGY Manufacturing and selling 100% 100%
(SUZHOU) LTD. communication products
ASHINE TECHNOLOGY Manufacturing and selling 100% 100%
(SUZHOU) LTD. communication products
WUJIANG WILL STAR Developing, constructing and 100% 100%
INVESTMENTS selling real estate projects
LIMITED (WUJIANG
WILL STAR)
International United International trading 56.73% 56.73%
Technology Co., Ltd.
MOBOSTAR Investing and trading activities 100% 100%
TECHNOLOGY
LIMITED
AGAiTech Holding Ltd. Investing and trading activities 100% -
Enertronix International Investing and trading activities 100% 100%
Limited
ENERTRONIX HOLDING Investing and trading activities 100% 100%
LIMITED
Huizhou Enertronix Co., Manufacturing and selling new 100% 100%
Ltd. electronic parts
Shandong Enertronix Co., Manufacturing and selling 100% 100%
Ltd. electronic parts
SOUTH TEC ASIA Investing and trading activities 100% 100%
LIMITED
CENTRAL TEC ASIA Investing and trading activities 100% 100%
LIMITED
ASUS Computer Repairing computers, electronic 100% 100%
(Shanghai) CO., LTD. components and related
products, and providing after-
sales service
(Continued)

140
5

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

DEEP DELIGHT Investing and trading activities 100% 100%


LIMITED
CHANNEL PILOT Investing and trading activities 100% 100%
LIMITED
UNIMAX HOLDINGS Investing and trading activities 100% 100%
LIMITED
ASUS COMPUTER Investing and trading activities 100% 100%
CORPORATION
ASUS TECHNOLOGY Trading of IT products 100% 100%
PTE. LIMITED (ASTP)
Asus Middle East FZCO Sales and repair service center 100% 100%
in Middle East
ASUS EGYPT L.L.C. Sales and service center in 100% -
Egypt
ASUS COMPUTER GmbH Sales and repair service center 100% 100%
in Germany
ASUS COMPUTER Sales and service center in 100% 100%
Benelux B.V. Netherlands
ASUS FRANCE SARL Sales and service center in 100% 100%
France
ASUSTEK (UK) LIMITED Sales and service center in UK 100% 100%
ASUS TECHNOLOGY Sales and repair service center in 100% 100%
(HONG KONG) Hong Kong
LIMITED
ASUS KOREA CO., LTD. Sales and repair service center 100% 100%
in Korea
ASUSTEK COMPUTER Sales and repair service center 100% 100%
(SINGAPORE) PTE, in Singapore
LTD.
ASUS Polska Sp. z o.o. Sales and service center in 100% 100%
Polska
ASUS Technology Private Sales and repair service center in 100% 100%
Limited India
ASUS Technology Holland Investing and trading activities 100% 100%
B.V.
ASUS Technology Repair service center in Vietnam 100% 100%
(Vietnam) Co., Ltd.
ASUSTEK Italy S.R.L. Sales and service center in Italy 100% 100%
ASUS IBERICA S.L. Sales and service center in Spain 100% 100%

(Continued)

141
6

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

ASUS Technology Researching and developing 100% 100%


(Suzhou) Co., Ltd. LCDs, computers, main
boards and the peripherals of
related multimedia and
network communication
products, and providing after-
sales service
ASUS Japan Incorporation Sales and repair service center in 100% 100%
Japan
ASUS COMPUTER Czech Sales and service center in 100% 100%
Republic s.r.o. Czech Republic
ASUSTEK COMPUTER Selling notebooks, main boards, 100% 100%
(SHANGHAI) CO., LTD. medium-sized computers,
(formerly ASUS high-class personal
UNITED computers, servers, and
TECHNOLOGY computer peripherals;
(SHANGHAI) CO., importing/exporting,
LTD.) wholesaling and integrating
mobile communication
equipment; and providing
technology consulting and
after-sales services
ASUS Hungary Services Sales and repair service center in 100% 100%
Limited Liability Hungary
Company
ASUS PORTUGAL, Sales and service center in 100% 100%
SOCIEDADE Portugal
UNIPESSOAL LDA.
ASUS Switzerland GmbH Sales and service center in 100% -
Switzerland
UNIMAX ELECTRONICS Manufacturing and selling 100% 100%
INCORPORATION electronic appliances and
telecommunication products
UNIHAN Designing, manufacturing, 100% 100%
maintaining and selling
computer peripherals and
audio-video products
ASUSPOWER Investing activities 100% 100%
INVESTMENT CO.,
LTD.

(Continued)

142
7

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

ASUS INVESTMENT CO., Investing activities 100% 100%


LTD.
ASUSTEK INVESTMENT Investing activities 100% 100%
CO., LTD.
ADVANSUS CORP. Manufacturing computer 50% 50%
(ADVANSUS) peripherals (Note 2) (Note 2)
Pegatron Holding Ltd. Investing activities 100% 100%
PEGATRON USA, INC. Sales and repair service center 100% 100%
in North America
ASUS HOLLAND Investing activities 100% 100%
HOLDING B.V.
AMA PRECISION INC. Designing and developing 100% 100%
computer parts
Ability Enterprise Co., Ltd. Selling computer peripherals, 12.63% 12.99%
(Ability Enterprise) office automation equipment,
and digital cameras; retailing/
wholesaling of food products;
and leasing
Unihan Holding Ltd. Investing activities 100% 100%
STARLINK Manufacturing electronic parts 100% 100%
ELECTRONICS and plastic products, and
CORPORATION manufacturing and
wholesaling electronic
components
KINSUS Manufacturing electronic parts, 39% 39%
INTERCONNECT wholesaling and retailing
TECHNOLOGY CORP. electronic components, and
(KINSUS) providing business
management consultant
service
ASROCK Incorporation Data storage and processing 58.65% 58.41%
(ASROCK) equipment, manufacturing
wired and wireless
communication equipment,
and wholesaling of computer
equipment and electronic
components
Lumens Digital Optics Inc. Researching, manufacturing and 56.52% (Note 1)
selling computer data
projectors and related
peripherals
(Continued)

143
8

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

PEGAVISION Manufacturing medical 49.88% -


CORPORATION equipment
ASUSPOWER Investing and trading activities 100% 100%
CORPORATION
PEGATRON Sales and repair service center 100% 100%
TECHNOLOGY in North America
SERVICE INC.
PEGA INTERNATIONAL Design service and sales 100% (Note 1)
LIMITED
PEGATRON JAPAN INC. Sales and repair service center in 100% 100%
Japan
PEGATRON Mexico, S.A. Sales and repair service center 100% 100%
DE C.V. in Mexico
ASFLY TRAVEL Travel agency 100% 100%
SERVICE LIMITED
HUA-YUAN Investing activities 100% 100%
INVESTMENT
LIMITED
PEGATRON Czech s.r.o. Installing, repairing and selling 100% 100%
electronic products
AMA Technology Trading of computer peripherals 100% 100%
Corporation
AMA Holdings Limited Investing activities 100% 100%
METAL TRADINGS LTD. Trading activities 100% 100%
EXTECH LTD. Trading of electronic parts 90.51% 88.91%
Toptek Precision Industry Manufacturing and selling new 100% 100%
(Suzhou) Co., Ltd. electronic parts and premium
hardware
FENGSHUO TRADING Trading activities 100% 100%
(TONGZHOU) CO.,
LTD.
GRANDTECH PRECISION Manufacturing, developing and 90.51% 88.91%
(TONGZHOU) CO., LTD. selling electronic parts
STRATEGY Technology Investing and trading activities 100% 100%
Co., Ltd.
KINSUS INVESTMENT Investing activities 39% -
CO., LTD.
KINSUS CORP. (USA) Developing and designing new 39% 39%
technology and products;
analyzing marketing strategy
and developing new customers
(Continued)

144
9

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

KINSUS HOLDING Investing activities 39% 39%


(SAMOA) LIMITED
KINSUS HOLDING Investing activities 39% 39%
(CAYMAN) LIMITED
KINSUS Manufacturing and selling circuit 39% 39%
INTERCONNECT boards
TECHNOLOGY
(SUZHOU) CORP.
ASIAROCK Manufacturing and selling 58.65% 58.41%
TECHNOLOGY database storage and
LIMITED processing equipment
Leader Insight Holdings Investing activities 58.65% 58.41%
Ltd.
ASROCK EUROPE B.V. Database service and trading of 58.65% 58.41%
electronic components
CalRock Holdings, LLC. Office building leasing 58.65% 58.41%
Firstplace International Investing activities 58.65% 58.41%
Ltd.
Asrock America, Inc. Database service and trading of 58.65% 58.41%
electronic components
Lumens Integration Inc. Selling computer 56.52% (Note 1)
communication products and
peripherals
Lumens Digit Image Inc. Investing activities 56.52% (Note 1)
Lumens Europe BVBA Selling computer 56.52% (Note 1)
communication products and
peripherals
Jie Xin Inc. Manufacturing and wholesaling 53.13% (Note 1)
electronic parts
Lumens (Suzhou) Digital Researching, manufacturing and 56.52% (Note 1)
Image Inc. selling projectors, projection
screens and related products,
and after-sales service
BOARDTEK HOLDINGS Investing and trading activities 100% -
LTD. (CAYMAN)
BOARDTEK HOLDINGS Investing and trading activities 100% 100%
LIMITED
MAGNIFICENT Investing and trading activities 100% 100%
BRIGHTNESS LIMITED
PROTEK GLOBAL Investing and trading activities 100% 100%
HOLDINGS LTD.
(Continued)

145
10

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

NORTH TEC ASIA Investing and trading activities 100% 100%


LIMITED
ASLINK PRECISION CO., Investing and trading activities 100% 100%
LTD.
DIGITEK GLOBAL Investing and trading activities 100% 100%
HOLDINGS LIMITED
COTEK HOLDINGS Investing and trading activities 100% 100%
LIMITED
TOP QUARK LIMITED Investing and financial holding 100% -
activities
POWTEK HOLDINGS Investing and trading activities 100% 100%
LIMITED
BOARDTEK COMPUTER Developing, manufacturing and 100% 100%
(SUZHOU) CO., LTD. selling new electronic
components, circuit boards
and related products, and
after-sales service
BOARDTEK (H.K.) Trading activities 100% -
TRADING LIMITED
MAINTEK COMPUTER Manufacturing, developing and 100% 100%
(SUZHOU) CO., LTD. selling power supply units,
computer cases, computer
systems, notebooks, main
boards, and computer
peripherals, and providing
maintenance service
Protek (ShangHai) Limited R&D, manufacturing and 100% 100%
assembling satellite
communication systems
equipments, satellite
navigator receiving
equipments and key parts,
mobile phones, medium and
large-sized computers,
portable micro calculator,
printing equipments and
electronic components;
wholesaling of the products
mentioned above, and
repairing and design of
related products.
(Continued)

146
11

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

COTEK ELECTRONICS R&D, manufacturing and selling 100% 100%


(SUZHOU) CO., LTD. new electronic components,
providing mold technology,
and providing after-sales
service
RUNTOP (SHANGHAI) Manufacturing and selling 100% -
CO., LTD. computer parts and
peripherals of digital
automatic data processors,
multimedia computer system
accessories, power supply
units, network switches, and
modems
Powtek (Shanghai) Co., Selling main boards, computer 100% 100%
Ltd. peripherals, notebooks, servers
and software, and providing
after-sales service
ASLINK (H.K.) Investing and trading activities 100% 100%
PRECISION CO.,
LIMITED
ASAP INTERNATIONAL Investing activities 59.17% 51%
CO., LIMITED
ASAP TECHNOLOGY Manufacturing and selling data 59.17% 51%
(JIANGXI) CO., transit wire and cable
LIMITED
CASETEK HOLDINGS Investing and trading activities 100% 100%
LIMITED
CASETEK COMPUTER Manufacturing, developing and 100% 100%
(SUZHOU) CO., LTD. selling computers, computer
parts, application systems, and
providing after-sales service
SLITEK HOLDINGS Investing and trading activities 100% 100%
LIMITED
KAEDAR HOLDINGS Investing and trading activities 100% 100%
LIMITED
KAEDAR TRADING LTD. Investing and trading activities 100% 100%

(Continued)

147
12

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

CORE-TEK (SHANGHAI) Researching and producing 100% 100%


LIMITED notebook parts, designing
nonmetal tooling, electronic
specific equipment and related
products, repairing and
producing precision
equipment, and providing
after-sales service
UNITED NEW LIMITED Investing and trading activities 51% 51%
KAEDAR ELECTRONICS Tooling module of stainless steel 100% 100%
(KUNSHAN) CO., LTD. computer cases
AVY PRECISION Manufacturing and selling 51% 51%
ELECTROPLATING electronic parts, camera parts
(SUZHOU) CO., LTD. and accessories
EZWAVE Selling computer peripherals 56.16% 58.09%
TECHNOLOGIES, INC.
AzureLighting Manufacturing and selling of 56.16% -
Technologies, Inc. LED lights
Azwave Holding (Samoa) Investing activities 56.16% 58.09%
Inc.
Eminent Star Company Investing activities 56.16% 58.09%
Limited
AzureWave Technologies Manufacturing of electronic 56.16% 58.09%
(Shanghai) Inc. parts
Jade Technologies Limited Investing activities 56.16% 58.09%
Hannex International Investing activities 56.16% 58.09%
Limited
Azurewave Technology Designing, researching, and 56.16% 58.09%
(Shenzhen) Co., Ltd. selling computer products
Scientek Nanjing Co., Ltd. Designing, researching, and 56.16% 58.09%
selling computer products
ABILITY ENTERPRISE Investing activities 12.63% 12.99%
(BVI) CO., LTD.
ACTION PIONEER Trading activities 12.63% 12.99%
INTERNATIONAL LTD.
VIEWQUEST Selling computer peripherals, 12.63% 12.99%
TECHNOLOGIES digital cameras and electronic
INTERNATIONAL INC. components

(Continued)

148
13

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

VIEWQUEST Manufacturing and selling 12.63% 12.99%


TECHNOLOGIES (BVI) computer peripherals, digital
INC. cameras and electronic
components
ASSOCIATION Investing activities 12.63% 12.99%
INTERNATIONAL LTD.
Ability International Investing activities 12.63% 12.99%
Investment Co.,Ltd.
Ability Technology Manufacturing and selling 12.63% 12.99%
(Dongguan) Co., Ltd. digital cameras
Azurelighting Technologies Manufacturing and selling of 56.16% -
Inc. LED, inside and outside
lightings
GREENASUS Selling recycled resources and (Note 1) 100%
RECYCLING CO., LTD. repairing electrical appliances
and products
Azurewave (Cayman) Investing and trading activities (Note 1) 60.49%
Holding Inc.
ASUS New Zealand Sales and repair service center in (Note 1) 100%
Limited New Zealand
STRONG CHOICE Investing and trading activities (Note 1) 100%
GROUP LIMITED
WEST TEC ASIA Investing and trading activities (Note 1) 100%
LIMITED
NORTH TEC ASIA Manufacturing, developing and (Note 1) 100%
(SHANGHAI) LIMITED selling mobile phones,
computers, routers, DTV and
electronic components, and
providing after-sales service
LINKTEK PRECISION Manufacturing and selling (Note 1) 100%
(SUZHOU) CO., earphone parts
LIMITED
TWINHAN Designing, manufacturing and - (Note 1)
TECHNOLOGY CO., selling computer products
LTD.
Asus Service Canada, Inc. Maintenance service (Note 1) 100%
ASUSPRO (SUZHOU) Trading computer peripherals, - (Note 1)
CO., LTD. PDAs, and media players,
acting as commission agent,
and providing after-sales
service
(Continued)

149
14

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Percentage of ownership
Name of subsidiary Nature of business 2009/12/31 2008/12/31

ASUS UNITED Selling main boards, servers, - (Note 1)


TECHNOLOGY computer peripherals, and
(GUANG ZHOU) CO., software, and providing after-
LTD. sales service
EAST TEC ASIA Investing and trading activities - (Note 1)
LIMITED
AMA CORPORATION Investing activities (Note 1) 100%
NxNet Systems Holdings Investing and trading activities - (Note 1)
Corporation
NxNet Systems, Inc. Manufacturing and selling - (Note 1)
(China) software, integrated circuits,
and network technology
NxNet Systems, Inc. Manufacturing and selling wired - (Note 1)
(Taiwan) and wireless communication
equipment
NxNet Systems, Inc. Designing and selling - (Note 1)
communication and computer
equipment, and providing
consultant service
AXIS PRECISION INC. Manufacturing and selling - (Note 1)
electronic parts
ASUSALPHA Computer Manufacturing and selling - (Note 1)
Inc. computer peripherals, and
providing electronic
information supply service
Asmobile Communication Manufacturing, importing and - (Note 1)
Inc. selling telecommunication
equipment
Wei Chun Investment Corp. Investing activities - (Note 1)
ASUSPOWER Computer Trading activities - (Note 1)
(HK) Ltd.
ASUS (UK) LIMITED Sales and repair service center in - (Note 1)
UK

Note 1: The Group had no control or lost control over these entities.

Note 2: The Group only consolidates the proportion of the joint venture owned by itself to the
consolidated financial statements.

All significant inter-company transactions have been eliminated.

(Continued)

150
15

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(2) Use of estimates

The preparation of the accompanying consolidated financial statements requires management to


make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting periods. Actual results could differ from
these estimates.

(3) Classification of current and non-current assets and liabilities

Cash or cash equivalents, and assets that are held primarily for the purpose of being traded or are
expected to be realized within 12 months after the balance sheet date are classified as current assets;
all other assets are classified as non-current.

Liabilities that are held primarily for the purpose of being traded or are expected to be settled
within 12 months after the balance sheet date are classified as current liabilities; all other liabilities
are classified as non-current.

(4) Foreign currency transactions and translation of financial statements in foreign currencies

Transactions involving non-derivative financial instruments denominated in foreign currencies are


recorded in New Taiwan dollars at the rates of exchange in effect when the transactions occurred.
Translation gains or losses arising from the settlement of assets and liabilities denominated in
foreign currencies are included in profit or loss in the year of actual settlement.

Monetary assets and liabilities denominated in foreign currencies are remeasured on the balance
sheet date using the exchange rates in effect as of that date, with related exchange gains and losses
included in the statements of income.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair
value through stockholders’ equity are remeasured at the exchange rate prevailing on the balance
sheet date, with related exchange gains or losses recorded as cumulative translation adjustment in
stockholders’ equity. Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value through profit or loss are remeasured at the exchange rate prevailing on the
balance sheet date, with related exchange gains or losses recorded in the statements of income.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at cost are
remeasured at the historical exchange rate.

Long-term investments in foreign investees, which are accounted for under the equity method, are
stated on the basis of stockholders’ equity in the foreign-currency financial statements of investees.
Translating gains or losses from long-term investments are recognized as cumulative translation
adjustment in stockholders’ equity.

(Continued)

151
16

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(5) Impairment of assets

The Group assesses all applicable assets subject to R.O.C. Statement of Financial Accounting
Standards (‘SFAS’) No. 35 for indication of impairment on the balance sheet date. If any
indication of impairment exists, the Group then compares the carrying amount with the
recoverable amount of the assets or the cash-generating unit (“CGU”) and writes down the
carrying amount to the recoverable amount. If the recoverable amount of an asset other than
goodwill has increased as a result of the increase in its estimated service potential, the Group
reverses the impairment loss to the extent that the carrying amount after the reversal would not
exceed the amount (net of amortization or depreciation) that would otherwise result had no
impairment loss been recognized in prior periods.

The Group assesses the goodwill and intangible assets that have indefinite lives or that are not yet
available for use periodically and on an annual basis and recognizes an impairment loss on the
carrying value in excess of the recoverable amount. The loss is first recorded against the
goodwill allocated to the CGU, with any remaining loss allocated to other assets on a pro rata
basis proportionate to their carrying amounts. The write-down of goodwill is not reversed in
subsequent periods under any circumstances.

(6) Financial instruments

In accordance with R.O.C. SFAS No. 34 “Financial Instruments: Recognition and Measurement”
and the “Criteria Governing the Preparation of Financial Reports by Securities Issuers”, financial
assets are classified as financial assets at fair value through profit or loss, financial assets carried at
cost, or available-for-sale financial assets, as appropriate. Financial liabilities are classified either
as financial liabilities at fair value through profit or loss or as financial assets carried at cost.

The Group accounts for purchases and sales of financial assets on the trade date, or the date on
which the Group commits to purchase or sell the asset. At initial recognition, financial assets are
recognized at fair value plus, in the case of investments that are not reported at fair value through
profit or loss, directly attributable transaction costs.

A. Financial assets measured at fair value through profit or loss

These financial assets and liabilities are subsequently measured at fair value with changes in
fair value recognized in profit and loss. Stocks of listed companies, convertible bonds and
closed-end funds are measured at closing prices on the balance sheet date. Open-end funds are
measured at the unit price of the net assets on the balance sheet date.

(Continued)

152
17

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

B. Financial assets carried at cost

Equity investments without reliable market prices, including emerging and other unlisted stocks,
are measured at cost. If objective evidence of impairment exists, the Group recognizes
impairment loss, which is not reversed in subsequent periods.

C. Available-for-sale financial assets

Available for sale financial assets are those non-derivative financial assets that are designated as
available for sale or not classified as financial assets at fair value through profit or loss, held-to-
maturity financial assets, or loans and receivables. These assets are then measured at fair
value. The gain or loss arising from change in fair value, excluding impairment loss and
exchange gain or loss from the translation of monetary financial assets denominated in foreign
currencies, is recognized in a separate component of stockholders’ equity until such investment
is reclassified or disposed of, upon which the cumulative gains or losses previously charged to
stockholders’ equity are transferred to the current profit or loss.

D. Financial assets held to maturity

Debt securities for which the Company has a positive intention and ability to hold to maturity
are classified as financial assets held to maturity and are carried at amortized cost under the
effective interest method. If objective evidence of impairment exists, the Group recognizes
impairment loss. If, in a subsequent period, the impairment loss decreases and the decrease is
clearly attributable to an event which occurred after the impairment loss was recognized, the
previously recognized impairment loss is reversed to the extent of the decrease. The reversible
amount may not exceed the amortized cost that would have been determined if no impairment
loss had been recognized.

E. Derivative financial assets and liabilities for hedging

The Group recognizes the offsetting effects on profit or loss of changes in the fair values of the
hedging instrument and the hedged item when hedging relationships meet the criteria for hedge
accounting which is accounted for as follows:

(a) Fair value hedge: Changes in the fair value of a hedging instrument designated as a fair
value hedge are recognized in current profit or loss. The hedged item also is stated at fair
value in respect of the risk being hedged, with any gain or loss being recognized in current
profit or loss.

(Continued)

153
18

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(b) Cash flow hedge: Changes in the fair value of a hedging instrument designated as a cash
flow hedge are recognized directly in equity. If a hedge of a forecasted transaction
subsequently results in the recognition of an asset or a liability, then the amount recognized
in equity is reclassified into profit or loss in the same period or periods during which the
asset acquired or liability assumed affects profit or loss. For hedges other than those
covered by the preceding statement, the associated cumulative gain or loss is removed from
equity and recognized in profit or loss in the same period or periods during which the
hedged forecast transaction affects profit or loss.

Subsequent to initial recognition, the Group measures all financial liabilities at amortized cost
except for financial liabilities at fair value through profit or loss, which are measured at fair
value.

(7) Allowance for doubtful accounts

Allowance for doubtful accounts is recognized on the basis of the estimated collectability of
accounts receivable and other receivables.

(8) Inventories

The costs of inventories include those necessary expenditures incurred in bringing each item of
inventory to its usable condition and location. Cost is calculated on a weighted-average basis.

Up to December 31, 2008, inventories were valued at the lower of cost or market value using the
gross method. The market values of raw materials and supplies were based on the replacement
cost, while those of work in process and finished goods were based on net realizable value.

Effective January 1, 2009, inventories are valued at the lower of cost or net realizable value. Net
realizable value by item is determined based on the estimated selling price in the ordinary course
of business, less estimated costs of completion and costs incurred in order to make the sale.

(9) Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amounts are recoverable through
a sale transaction within one year rather than through continuing use. Non-current assets held for
sale (disposal group) are measured at the lower of carrying amount or fair value less costs to sell.

(Continued)

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Notes to Financial Statements

(10) Long-term equity investments (including interests in joint ventures)

Long-term investments are accounted for under the equity method when the percentage of
ownership exceeds 20% or if the Group owns less than 20% of the investee’s common stock but
has significant influence on the investee’s operations. The Group has control over a joint venture
investment and accounts the investment under equity method. The Group prepares consolidated
financial statements using the proportionate consolidation method on balance sheet date. If an
investee company accounted for under the equity method issues new shares and the Company does
not purchase new shares proportionately, then the investment percentage, and therefore the equity
in net assets of the investee, will be changed. The effect of such change is adjusted against the
additional paid-in capital or retained earnings and long-term equity investments.

The difference between the cost of the investment and the amount of underlying equity in net
assets of an investee attributed to depreciable, depletable, or amortizable assets is amortized over
the estimated remaining economic years. The difference attributed to the carrying amount in
excess of or lower than the fair value of assets is written off entirely when the difference
disappears. The cost of investment in excess of the fair value of identifiable net assets is
recognized as goodwill and is no longer amortized. The difference attributed to the fair value of
identifiable net assets in excess of the cost of investment causes a proportional decrease in the
carrying amount of non-current assets. When the carrying amount of non-current assets is
decreased to zero, the remaining difference is recorded as extraordinary gain or loss.

The difference between the disposal price and carrying amount of long-term equity investment
under the equity method on the disposal date is recognized as gain or loss from disposal of long-
term equity investment. The associated additional paid-in capital resulting from long-term equity
investment is reclassified into current gain or loss in proportion to disposal of long-term equity
investment.

When the equity of long-term equity investment under the equity method including unrealized gain
on financial instruments, foreign currency translation adjustments, net loss not recognized as
pension cost, and unrealized losses on cash flow hedges is changed, the changes in percentage of
ownership are reflected in those related accounts and long-term equity investment under the equity
method.

Unrealized inter-company profits or losses resulting from inter-company transactions between the
Group and investees which are accounted for under the equity method are deferred until realized.

(11) Investment – land use right

Investment – land use right is stated at cost, and amortized by using the average method over the
contract period. If evidence of impairment exists the recovery from impairment is difficult,
impairment loss is recognized.

(Continued)

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Notes to Financial Statements

(12) Property, plant and equipment, leased assets, idle assets, and depreciation

Property, plant and equipment are stated at cost. Cost associated with significant additions,
improvements, and replacements to property, plant and equipment are capitalized. Expenditures
for regular repairs and maintenance are charged against operating income.

Depreciation of property, plant and equipment is provided over the estimated useful lives of the
assets by using the straight-line method. If the property, plant and equipment have reached the
end of their estimated useful lives but are still in use, the Company will estimate their remaining
useful lives and residual value, and depreciate the residual value using the same method.
Property, plant and equipment leased to other parties under operating leases are classified as leased
assets. The related depreciation is accounted for as a reduction of rental income. The useful
lives of fixed assets, leased assets and idle assets are as follows:

A. Buildings and buildings improvements: 3 to 60 years.

B. Machinery and equipment: 2 to 10 years.

C. Instruments and equipment: 1 to 8 years.

D. Other equipment: 1 to 20 years.

Property, plant and equipment not currently used in operations are transferred to idle assets. The
cost, accumulated depreciation, and accumulated impairment of the original assets not currently
used in operations are all transferred to idle assets or other assets, and depreciated.

(13) Intangible assets and deferred expense

Intangible assets represent trademarks, technological know-how, computer software and land use
rights, which are amortized using the straight-line method over their estimated economic lives.
Also, intangible assets are evaluated periodically for impairment in accordance with the R.O.C.
SFAS No. 35. Deferred expense represents office decoration tooling, which is amortized using
the straight-line method over 9 months to 10 years.

(14) Accrued product warranty liability

When the sales of the products attached with a warranty clause are recognized, warranty liabilities
are accrued and current expenses are recorded according to historical return rates and repair costs,
failure rates and warranty periods.

(Continued)

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Notes to Financial Statements

(15) Convertible bonds payable

According to R.O.C. SFAS No. 36 “Financial Instruments: Disclosure and Presentation” and
Interpretation (95) 078 by the Accounting Research and Development Foundation (ARDF),
convertible bonds with a put option issued by the Group before December 31, 2005, are accounted
for in accordance with SFAS No. 21. The derivative instrument embedded in a non-derivative host
debt instrument is not separated from the equity component of the instrument. Costs incurred for
the issuance of redeemable convertible bonds are deferred and amortized during the period
between the issuance date and the last redeemable date.

Bonds issued after January 1, 2006, are accounted for in accordance with R.O.C. SFAS No. 36 and
Interpretations (95) 290, (97) 331 and (98) 046 by the ARDF as follows:

A. The issuance costs are allocated to the related liability and equity components in proportion of
the initially recognized amounts.

B. Convertible bonds bearing a clause on conversion price adjustment based on stock market price
do not include the equity component. For the liability components, the fair value of the
conversion right and call/put option is determined firs; then the book value of main debt
component is determined based on the net amount of the issuance price after deducting the fair
value of the call/put option and conversion right with a clause on price adjustment.

C. Convertible bonds are subsequently measured at amortized cost. Derivatives with call/put
options and conversion rights with a clause on price adjustment are recognized as “financial
liabilities at fair value through profit or loss” and are subsequently measured at fair value.
Movements in the fair value of the derivatives are recognized as “gain/ (loss) on valuation of
financial liabilities”.

D. If the bondholder exercises the right to convert the bonds ahead of the maturity date of the
bonds, the book value of the liability component i s a d j u s t e d to the value on the conversion
date, which serves as the basis for the recording of the issuance of common stock so that no
conversion gain and loss is recognized thereon.

E. If the bondholder is eligible to exercise the put option within one year, the bonds payable are
reclassified as current liability. When the put option expires, those bonds payable are reclassified
as long-term liability if the liability meets the definition of long-term liability.

(16) Retirement plan

The Company and domestic subsidiaries make monthly contributions to the pension fund at 2% of
the total monthly salaries and wages as required by the Labor Standards Law. The fund is
administrated by the Employees Retirement Fund Committee. This pension fund is considered
absolutely separate from the Company after contribution; therefore, it is not included in the
accompanying financial statements.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

According to ROC SFAS No. 18 “Accounting for Pensions”, the Company and domestic
subsidiaries have their pension plan actuarially valued at year-end and recognizes the net periodic
pension costs, including service cost, net unrecognized transaction assets, prior service cost, and
gains or losses on pension over the average remaining service period of the employees. If the
minimum pension liability exceeds the total of unamortized prior service cost and unamortized
unrecognized transaction net benefit liabilities, the net loss not recognized as pension cost is
recognized and classified as a reduction of stockholders’ equity. In addition, except for a few
foreign employees, the Company had settled its financial obligations to its employees’ under the
pension plan accounted for base on SFAS No. 18 as of December 31, 2007.

The new Labor Pension Act became effective on July 1, 2005, and prescribes a defined
contribution pension plan for all new employees and for any employees employed before that date
who opted to adopt it. Under this defined contribution pension plan, the Company and domestic
subsidiaries contribute monthly at the rate of no less than 6% of salaries and wages to employees’
individual pension fund accounts with the Bureau of Labor Insurance, and this contribution is
recorded as pension expenses in the accompanying statements of income.

The overseas subsidiaries which adopt a defined contribution pension plan contribute periodically
on the basis of each local labor law, and such contribution is recorded as current expense.

(17) Revenue recognition

The Group recognizes revenue when the revenue earning process has been significantly completed,
which means the revenue has been realized or is readily realizable and earned. Cost is recognized
when the related revenue is accrued; expenses are recognized as current expenses when incurred.

(18) Employees’ bonuses and directors’ and supervisors’ remuneration and share-based payment

Appropriation of earnings after January 1, 2008, for employees’ bonuses and directors’
remuneration according to the R.O.C. Company Act and each entity’s article of incorporation
accounts, is accounted for in accordance with Interpretation (96) 052 issued by the ARDF.
Accordingly, the Company and domestic subsidiaries estimate the amount of directors’ and
supervisors’ remuneration according to the Interpretation and recognize it as expenses. Differences
between the amount approved in the shareholders’ meeting and recognized in the financial
statements, if any, are accounted for as changes in accounting estimates and recognized as profit or
loss. The Group adopts R.O.C. SFAS No. 39 to account for the transfer of equity instruments
from shareholders and the Group to the Group’s employees.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(19) Income taxes

Income tax is calculated on the basis of accounting income. The differences between the tax
bases and the book values of assets and liabilities are recorded as deferred tax using the enacted tax
rates for the periods in which the deferred tax is expected to be reversed. The tax effects from
taxable temporary differences are recognized as deferred tax liability, while the deductible
temporary differences, loss carryforward and tax credits are accounted for as deferred tax assets,
which are assessed an allowance for deferred tax assets based on future realization.

Deferred income tax assets or liabilities are classified as current or non-current based on the
classification of items that resulted in the deferred assets or liabilities or, based on the timing of the
expected reversal for certain transactions not directly related to an asset or liability.

Investment tax credits are accounted for using the flow-through method. Therefore, deferred
income tax credits generated from purchases of machinery and equipment and production
technology, development and research expenses, and human resource training expenses are
recognized in the year in which the credit arises.

The 10% additional income tax on unappropriated earnings of the Company and domestic
subsidiaries is recorded as current income tax expense in the following year when the shareholders
resolve not to distribute the earnings.

Current income tax is the higher of current income tax payable or the Alternative Minimum Tax
(“AMT”) calculated by applying the Income Basic Tax Act (“IBTA”). The Company and
domestic subsidiaries have taken into consideration the impact of the AMT in the determination of
their current income tax expense and its future impact when estimating the realizable value of the
deferred tax assets.

The income tax for each consolidated entity is reported on an individual basis with the
relevant country and is not reported on a consolidated basis. The consolidated income tax
expense is the total of income tax expenses for all consolidated entities.

(20) Treasury stock

The Company adopts R.O.C. SFAS No. 30 “Accounting for Treasury Stocks” to account for
treasury stock transaction and recognizes the treasury stock at purchase cost. A gain on the sale of
treasury stock is credited to additional paid-in capital – treasury stock. Losses are charged to
additional paid-in capital, but only to the extent of available net gains from previous sales or
retirements of the same class of stock; otherwise, losses are charged to retained earnings. The
cost of treasury stock is computed using the weighted-average method.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

When treasury stock is retired, the weighted-average cost of the retired treasury stock is written off
against the par value of the shares and the paid-in capital derived from the issuance of shares in
excess of par value. If the weighted-average cost written off exceeds the sum of the par value and
the paid-in capital in excess of par value, the difference is debited to additional paid-in capital –
treasury stock arising from the same class of stock or to retained earnings, and if vice versa, the
difference is credited to additional paid-in capital – treasury stock.

(21) Earnings per share

Earnings per share of common stock is computed based on the weighted-average number of
common shares outstanding during the period. Earnings per share for the prior period is
retroactively adjusted to reflect the effects of new shares issued by transferring additional paid-in
capital, retained earnings, and employees’ bonuses approved in the annual stockholders’ meetings
held before and in 2008.

The convertible bonds and employee stock bonuses which have not yet been approved in the
stockholders’ meeting are potential common shares. Only basic earnings per share is disclosed if
there is no dilution effect. Otherwise, both basic and diluted earnings per share are disclosed.
For the purpose of calculating diluted earnings per share, the potential common shares are deemed
to have been converted into common stock at the beginning of the period, and the effect on net
income of the additional common shares outstanding is considered accordingly.

3. Changes in Accounting Policy and Their Influence

(1) Effective from January 1, 2009, the initial recognition and subsequent measurement of inventories
are made in accordance with R.O.C. SFAS No. 10 “Inventories”. Accordingly, net income
decreased by $1,053,208 and basic earnings per share decreased by 0.25 dollars for the year ended
December 31, 2009.

(2) Effective from January 1, 2008, the Group adopted R.O.C. SFAS No. 39 and Interpretation (96)
052 issued by the ARDF for share-based payment transaction. The adoption of these new
accounting principles decreased net income by $2,033,489 and basic earnings per share by NTD
0.48 for the year ended December 31, 2008. In accordance with Interpretation (97) 169 issued by
the ARDF, the new shares issued as employees’ bonuses in 2008 and later years are no longer
retroactively adjusted when calculating basic earnings per share and diluted earnings per share.
Employees’ bonuses issued in form of stock with dilutive effect are considered in the calculation
of diluted earnings per share. The Group adopted R.O.C. SFAS No. 39 “Share-based payment”
to account for the transfer of equity instruments from the Group and its shareholders to the
Company’s or affiliated companies’ employees. Accordingly, net income decreased by $290,298
and basic earnings per share decreased by 0.07 dollars for the year ended December 31, 2008.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

4. Details of Significant Accounts

(1) Cash and cash in banks

2009/12/31 2008/12/31

Petty cash and cash on hand $ 49,634 157,215


Checking accounts and demand deposits 23,694,059 12,277,493
Time deposits 42,509,501 37,188,791
Cash equivalents 8 94,968
$ 66,253,202 49,718,467

(2) Financial instruments (excluding derivative financial instruments for hedging)

The financial instruments held by the Group as of December 31, 2009 and 2008, were as follows:

2009/12/31 2008/12/31

Financial assets measured at fair value through profit


or loss-current:
Open-end funds $ 20,280,774 12,432,694
Corporate bonds 498,145 466,678
Forward foreign currency exchange contracts 292,416 10,894
Stocks of listed companies 261,496 34,873
Currency swap contracts 12,112 4,264
Re-purchase bonds 301,863 289,167
Depositary receipts 10,389 16,171
Credit linked notes - 40,738
$ 21,657,195 13,295,479
Financial liabilities measured at fair value through
profit or loss:
Current:
Forward foreign currency exchange contracts $ 724 878,824
Call/put options and conversion right –
convertible bonds 282,872 842,181
$ 283,596 1,721,005
Available-for-sale financial assets:
Current:
Stocks of listed companies $ 1,848,464 516,306

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

2009/12/31 2008/12/31

Non-current:
Stocks of listed companies $ 7,803,861 4,556,392
Government Bonds 1,521 -
$ 7,805,382 4,556,392
Financial assets carried at cost:
Current:
Stocks of unlisted companies $ 41,162 -
Non-current:
Stocks of unlisted companies $ 2,170,188 2,182,210
Beneficiary certificates 250,861 295,200
$ 2,421,049 2,477,410
Financial assets held to maturity:
Current:
Principal guaranteed notes $ 16,425 -
Non-current:
Principal guaranteed notes $ - 16,425

A. Derivative financial instruments:

The forward foreign currency exchange contracts were intended mainly to hedge foreign
currency risk from operating activities. As of December 31, 2009 and 2008, the derivative
financial instruments for which hedge accounting was not adopted were as follows (foreign
currencies are expressed in thousands):

2009/12/31 2008/12/31
Nominal Contract Nominal Contract
Amount Period Amount Period

Derivative financial assets:


EUR forward foreign currency
exchange contracts sold (EUR/USD) EUR 130,000 2009.11~2010.02
USD forward foreign currency
exchange contracts sold (USD/NTD) USD 20,000 2008.12~2009.01
SEK forward foreign currency
exchange contracts sold (SEK/USD) SEK 40,791 2009.12~2010.01
GBP forward foreign currency
exchange contracts sold (GBP/USD) GBP 3,000 2009.12~2010.01
CHF forward foreign currency
exchange contracts sold (CHF/USD) CHF 1,007 2009.11~2010.01
JPY forward foreign currency exchange
contracts sold (JPY/USD) JPY 5,706 2009.11~2010.01
USD currency swap contracts
(USD/NTD) USD 49,600 2009.12~2010.01 USD 31,740 2008.12~2009.01

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

2009/12/31 2008/12/31
Nominal Contract Nominal Contract
Amount Period Amount Period

Derivative financial liabilities:


GBP forward foreign currency
exchange contracts sold (GBP/USD) GBP 23,000 2008.11~2009.02
EUR forward foreign currency
exchange contracts sold (EUR/NTD) EUR 2,509 2008.12~2009.01
EUR forward foreign currency
exchange contracts sold (EUR/USD) EUR 446,600 2008.11~2009.03
SEK forward foreign currency
exchange contracts sold (SEK/USD) SEK 49,000 2008.12~2009.02
CHF forward foreign currency
exchange contracts sold (CHF/USD) CHF 4,085 2008.12~2009.02
AUD forward foreign currency
exchange contracts sold (AUD/USD) AUD 1,000 2009.12~2010.01

The gains (losses) resulting from changes in fair value of derivative instruments amounted to
$(411,265) and $(999,050) for the years ended December 31, 2009 and 2008, respectively.

B. Available-for-sale financial assets:

The Group assessed and compared the book value and collectable amount of available-for-sale
financial assets and recorded impairment loss thereon of $61,662 and $132,143 for the years
ended December 31, 2009 and 2008, respectively.

For the years ended December 31, 2009 and 2008, the unrealized gains (losses) on available-for-
sale financial assets amounted to $3,727,729 and $(2,079,776), respectively, and were recorded
as a separate component of stockholders’ equity.

C. Financial assets carried at cost:

The Group assessed and compared the book value and collectable amount of financial assets
carried at cost – non-current and recorded impairment loss thereon of $127,973 and $327,047
for the years ended December 31, 2009 and 2008, respectively.

(3) Derivative financial assets and liabilities used for hedging purpose

2009/12/31 2008/12/31

Financial assets for hedging – current:


Forward foreign currency exchange contracts $ 306,361 -

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

The Group had expected the risk of changes in the foreign currency cash flow from forecasted
transactions due to changes in market rate for the year ended December 31, 2009. As the risk was
evaluated to be significant, and the Group had entered into forward foreign currency exchange
contracts for hedging purpose.

A. As of December 31, 2009, the fair value of the derivative financial assets for cash flow hedging
was as follows:

Expected period for


Fair value of designated Period for which the related gains or losses
Hedged item Hedging instrument instrument for hedging hedge is designated to be recognized
Forecasted Forward foreign currency $ 306,361 2009.10~2010.03 2009.10~2010.03
transactions exchange contracts

B. As of December 31, 2009, the unexpired financial instrument contracts were as follows (foreign
currencies are expressed in thousands):

2009/12/31
Nominal Contract
Amount Period

Derivative financial assets for hedging:


GBP forward foreign currency exchange contracts sold
(GBP/USD) GBP 4,300 2009.11~2010.03
EUR forward foreign currency exchange contracts sold
(EUR/USD) EUR 150,000 2009.10~2010.03
SEK forward foreign currency exchange contracts sold
(SEK/USD) SEK 24,100 2009.11~2010.03
CHF forward foreign currency exchange contracts sold
(CHF/USD) CHF 5,200 2009.11~2010.03
NOK forward foreign currency exchange contracts sold
(NOK/USD) NOK 8,100 2009.11~2010.03
DKK forward foreign currency exchange contracts sold
(DKK/USD) DKK 3,600 2009.11~2010.02
AUD forward foreign currency exchange contracts sold
(AUD/USD) AUD 2,000 2009.11~2010.02
JPY forward foreign currency exchange contracts sold
(JPY/USD) JPY 1,445,000 2009.10~2010.03

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(4) Notes and accounts receivable

A. The Group’s notes and accounts receivable were as follows:

2009/12/31 2008/12/31

Notes receivable $ 2,470,319 1,066,216


Accounts receivable 86,018,994 89,913,997
88,489,313 90,980,213
Less: allowance for doubtful accounts (1,003,535) (1,086,215)
$ 87,485,778 89,893,998

B. As of December 31, 2009 and 2008, KINSUS had sold accounts receivable as follows:

Write-off of Limits for


accounts receivable sales of
Receipt in advance accounts
Purchaser 2009/12/31 2008/12/31 2009/12/31 2008/12/31 Collateral receivable
Mega International
Commercial Bank $ 313,090 233,717 192,404 - None Note

Note: As of December 31, 2009 and 2008, the limits for sales of accounts receivable were USD
30,000,000.

(5) Inventories

2009/12/31 2008/12/31

Finished goods $ 22,710,126 21,724,425


Merchandise inventory 30,464,515 40,899,482
Work in process 4,391,802 5,515,001
Raw materials 30,787,455 31,116,894
Inventories in transit 6,043,186 5,538,744
Less: allowance for inventory valuation loss and
obsolescence (6,659,892) (7,337,476)
$ 87,737,192 97,457,070

Inventories recognized as expenses and losses amounted to $15,745 and $5,297,963, of which
$(398,806) and $5,016,356 were a addition to (deduction from) the cost of sales due to a write-
down (reversal) of inventory cost to its net realizable value, for the years ended December 31,
2009 and 2008, respectively.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(6) Long-term equity investments

2009/12/31 2008/12/31
Interest Interest
Investee Company Owned Amount Owned Amount

YORKEY OPTICAL Note 20.69% 1,169,211


INTERNATIONAL (CAYMAN)
LTD.
INDEED HOLDINGS LIMITED 49.00% $ 726,939 49.00% 471,971
AVY Precision Technology Inc. 20.39% 811,883 19.60% 430,683
WILSON HOLDINGS LIMITED 49.00% 160,340 49.00% 153,279
EVER PINE INTERNATIONAL
LTD. (BVI) 34.65% 121,207 34.65% 136,963
ASHINE PRECISION CO., LTD. - - 40.00% 141,989
Others 325,407 269,479
$ 2,145,776 2,773,575

Note:The Group had lost control over YORKEY OPTICAL INTERNATIONAL (CAYMAN)
Ltd. and its investment thereon was reclassified as available-for-sale financial asset –
current.

The investment income recognized from these investments under the equity method , which
amounted to $332,956 and $52,249 for the years ended December 31, 2009 and 2008, respectively,
was determined based on the investee companies’ audited financial statements.

(7) Interests in joint ventures

PEGATRON has a joint venture investment in ADVANSUS whose common stock amounting to
$360,000 and $600,000 as of December 31, 2009 and 2008, respectively. PEGATRON holds 50%
interest of ADVANSUS, which was consolidated in proportion to the Group. Assets, liabilities,
revenues and expenses of PEGATRON’s interest were as follows:

2009/12/31 2008/12/31

Current assets $ 487,823 420,029


Non-current assets 17,290 24,495
Current liabilities 283,972 134,951
Other liabilities 742 345

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

2009/1/1~2009/12/31 2008/1/1~2008/12/31

Revenues $ 1,473,862 978,070


Expenses 1,442,692 955,173

(8) Property, plant and equipment, leased assets, and idle assets

A. Leased assets consisted of the following:

2009/12/31 2008/12/31

Land, buildings and equipments $ 1,069,305 943,527


Less: accumulated depreciation (127,809) (95,864)
accumulated impairment (69,061) -
Add: fair value adjustment for identifiable assets 9,692 11,104
$ 882,127 858,767

B. Idle assets consisted of the following:

2009/12/31 2008/12/31

Lands, buildings and equipment $ 986,829 133,248


Machinery and others 3,334,624 567,948
Less: accumulated depreciation (2,140,009) (416,803)
accumulated impairment (1,334,186) (203,844)
$ 847,258 80,549

There is no indication of cash flow in future years for idle assets which are currently not used in
operation; therefore, the Group recognized the net fair value as the recoverable amount for these
assets. After evaluating and comparing the carrying value of idle assets and the expected
recoverable amount, the Group recognized impairment loss thereon of $798,614 and $116,460
for the years ended December 31, 2009 and 2008, respectively.

C. After evaluating and comparing the carrying value of property, plant, and equipment and the
expected recoverable amount, the Group recognized gain on recovery of impairment of
assets amounting to $29,788 and impairment loss of assets amounting to $136,565 for the
years ended December 31, 2009 and 2008, respectively.

D. Please refer to Note 6 for details of property, plant and equipment, leased assets, and idle assets
pledged as collateral.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(9) Non-current assets held for sale

2008/12/31
Accumulated
Items Cost Depreciation Book Value
Land $ 110,115 - 110,115
Buildings 58,203 18,064 40,139
$ 168,318 18,064 150,254
Add: Fair value adjustment
for identifiable assets 32,622
$ 182,876

A. There is no indication of cash flow in future years for non-current asset held for sales which are
currently not used for operation; therefore, the Group recognized the net fair value as the
recoverable amount.

B. The Company obtained control over Ability Enterprise from a share swap and adopted R.O.C.
SFAS No. 25 to adjust the difference between acquisition cost and fair value of the non-current
assets held for sale based on the Group’s percentage of ownership. As of December 31, 2008,
the adjustment amounted to $32,622.

C. Ability Enterprise entered into a real estate purchase/sell contract in March 2009, to sell for
$360,000 the above non-current asset held for sale. The gain realized from such sale amounted
to $178,573, after deducting the carrying value and related expenses. The payment had been
collected in 2009.

(10)Intangible assets and other assets

A. In accordance with the R.O.C. SFAS No. 35, the Group assessed for impairment of the goodwill
arising from acquisition of Ability Enterprise under the purchase method and recorded
impairment loss thereon of $240,000 in 2008.

B To ensure the supply of raw materials, the Company has entered into an agreement with a
supplier for a guaranteed quantity of materials at a discount to market price. The Company
prepaid $3,217,000, which was recorded as other assets - others.

C Due to the restriction imposed by local government, KINSUS purchased farmland in the name
of KINSUS’s chairman instead of KINSUS. Before KINSUS may take over the title to the
farmland as well as completing the registration procedures, the land is temporarily recorded as
other assets. As of December 31, 2009 and 2008, the book value of the farmland was $30,784.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(11)Investments – land use right

In 2006, WUJING WILL STAR entered into a contract with Wujiang City Government, to obtain
two land use rights for RMB 143,825,000. As of December 31, 2009, WUJING WILL STAR has
paid RMB 92,360,000 for one of the land use rights and recognized it as investment – land use right.

(12)Short-term loans and short-term notes bills payable

2009/12/31 2008/12/31

Unsecured loans $ 11,863,692 14,224,407


Secured loans 589,408 348,000
Letter of credit - 1,437
Short-term notes and bills payable 49,933 -
$ 12,503,033 14,573,844
Range of interest rates 0.44%~5.04% 1.16%~4.34%

The Group provided its assets as collateral for short-term loans. Please refer to note 6 for details.

(13) Long-term loans

Usage and redemption


Bank duration 2009/12/31 2008/12/31

Taiwan Business Bank 2006.10.15~2009.07.15, payable $ - 15,000


in quarterly installments,
commencing one year after the
day next to the project
completion date.
Taipei Fubon Bank - 2006.11.01~2009.11.01, USD - 1,640,000
syndicated loan 5,000,000 payable on May 1,
2009, and the remaining amount
on maturity date.
Mega International 2004.3.31~2009.07.30, payable - 26,750
Commercial Bank in 20 installments, commencing
the closest 15th of January, April,
July or October of the date of
borrowing.
Mega International 2004.12.31~2011.12.31, payable 10,720 248,221
Commercial Bank in 20 quarterly installments,
commencing the closest 15th of
January, April, July or October of
the date of borrowing.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Usage and redemption


Bank duration 2009/12/31 2008/12/31

Mega International 2009.12.16~2016.12.15, payable 348,582 -


Commercial Bank in 20 quarterly installments,
commencing the date of
borrowing with an extension of
two years.
Mega International 2005.01.31~2012.01.31, payable 53,606 -
Commercial Bank in 20 quarterly installments,
commencing the date of
borrowing with an extension of
two years.
Mega International 2008.04.07~2011.04.07, payable 959,701 984,000
Commercial Bank in 3 semi-annual installments,
commencing two years after the
initial date of borrowing, with the
remaining balance payable in full
in the last installment.
The Shanghai Commercial 2006.12.08~2013.10.15, interest 21,320 29,167
&Savings Bank, Ltd. is payable monthly and principal
is payable in quarterly
installments from the thirteenth
month, commencing the date of
borrowing.
The Shanghai Commercial 2006.12.08 ~2013.10.15, interest - 27,308
&Savings Bank, Ltd. is payable monthly and principal
is payable in quarterly
installments from the thirteenth
month, commencing the date of
borrowing. The entire debt was
fully paid in advance on June 30,
2009.
Industrial and Commercial 2007.11.23~2011.11.22, demand 518,111 959,821
Bank of China Limited loan payable in lump sum on
maturity date
ABN AMRO – syndicated 2008.10.30~2011.10.30, $1.5 7,200,000 8,000,000
loan billion is payable in 3 semi-annual
installments from the eighteenth
month, commencing on April 30,
2010, and the remaining amount is
payable on maturity date.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Usage and redemption


Bank duration 2009/12/31 2008/12/31

Industrial and Commercial 2009.10.09~2011.10.08, interest is 140,549 -


Bank of China Limited payable quarterly, and principal
amount is payable in lump sum on
maturity date.
The Shanghai Commercial 2009.06.08~2012.06.08, payable 719,775 -
&Savings Bank, Ltd. in lump sum on maturity date
The Shanghai Commercial 2009.06.23~2014.06.23, interest 95,940 -
&Savings Bank, Ltd. is payable monthly and principal
is payable in quarterly
installments from the thirteenth
month, commencing the date of
borrowing.
The Shanghai Commercial 2009.07.23~2014.07.15, interest is 23,985 -
&Savings Bank, Ltd. payable monthly and principal is
payable in quarterly installments
from the thirteenth month,
commencing the date of
borrowing.
The Shanghai Commercial 2009.11.23~2014.10.15, interest is 231,855 -
& Savings Bank, Ltd. payable monthly and principal is
payable in quarterly installments
from the thirteenth month,
commencing the date of
borrowing.
AVY CO., LTD. (BVI) 2007.10.22~2010.04.02, payable - 39,360
in lump sum on maturity date.
Fully repaid in advance in 2009.
10,324,144 11,969,627
Less: Current portion (837,772) (2,219,239)
$ 9,486,372 9,750,388
Range of interest rates 0.85%~5.18% 1.00%~6.56%

A. Askey was the guarantor for Askey (Jiaugsu), committed total percentage of the direct and
indirect ownership of Askey by the Company, PEGATRON and UNIHAN should be over 67%
and the direct and indirect ownership in Askey (Jiangsu) by Askey should be 100%. Askey is
required to pledge with the bank every year accounts receivable of no less than USD
30,000,000 as a guarantor. In addition, Askey committed to maintain certain debit ratio, interest
coverage ratio, and tangible net assets. The above covenants are subject to review every six-
(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

month based on the consolidated semi-annual and annual financial statements, and anytime the
bank considers necessary. Askey was in compliance with the above covenants in 2009 and 2008.

B. Askey was the guarantor for the loan payable by Leading Profit Co., Ltd. Therefore, Askey has
covenanted that the total percentage of the direct and indirect ownership of Askey by the
Company and its related companies should exceed 67% of Askey’s ownership.

C. According to the loan agreements, PEGATRON must comply with the following financial
covenants until its entire loan is fully paid. The calculations of the following financial ratios
should be based on audited annual consolidated financial statements and reviewed semi-annual
consolidated financial statements of PEGATRON that are approved by management of the bank.

(i) Current ratio (current assets/current liabilities): should be no less than 100%.

(ii) Debt ratio ((total liabilities + contingent liabilities)/tangible net assets): should not be higher
than 50%.

(iii) Interest coverage ratio (EBITDA/interest expenses): should be no less than 400%.

(iv) Tangible net assets (stockholders equity (including minority shareholders) – intangible
assets): should not be less than $90,000,000.

D. PEGATRON has provided promissory note as collateral for the unsecured loans.

E. Please refer to Note 6 for details regarding the assets pledged as collateral.

(14)Bonds payable

A. The Company issued the first Euro unsecured convertible bonds (ECB 1) on the Luxembourg
Stock Exchange on January 15, 2004, with a zero-coupon rate, a duration of five years, and a
face value of US$320,000,000. The details of ECB 1 are as follows:

2009/12/31 2008/12/31

Aggregate principal amount (USD 320,000, 000) $ 10,822,400 10,822,400


Converted amount (USD 273,711, 000) (9,256,906) (9,256,906)
Redeemed amount (USD 46,289,000) (1,565,494) -
Premium on bonds payable (USD 2,000) - 68
Foreign currency exchange gain - (113,797)
- 1,451,765
Less: Convertible bonds payable - due within
one year - (1,451,765)
Corporate bonds payable – net $ - -

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

The Company classified ECB 1 under current liabilities beginning March 31, 2008, since the
maturity date of convertible bonds was on January 15, 2009.

B. The Company issued redeemable domestic unsecured convertible bonds with a zero-coupon rate
and a face value of $12,000,000 on November 7, 2006. In accordance with SFAS No. 36, the
Company separated the embedded derivative debt and non-derivative debt components as
follows:

The main debt component at issuance $ 10,653,600


The embedded derivative debt at issuance 1,346,400
The total amount of the convertible bonds at issuance $ 12,000,000

The main issuance terms of the domestic unsecured convertible bonds are as follows:

(a) Duration of issuance: 5 years (from November 7, 2006, to November 7, 2011.)

(b) Conversion period: Each bondholder has the right to convert all or from time to time any
portion of its convertible bonds into common shares during the conversion period (up to 31
days after the original issued date to 10 days before the maturity date).

(c) Conversion price and adjustment: The conversion price is NT105.4 dollars per common
share initially. The conversion price will be adjusted upon the occurrence of an increase in
the number of common shares. The Company adjusted the conversion price to NT74.8
dollars on August 24, 2009. Furthermore, the conversion price was reset to NT68.7
dollars on October 1, 2009, in accordance with certain conversion terms.

(d) Call option: The Group could redeem the convertible bonds at par value at any time during
the period from December 8, 2006, to September 28, 2011, under the following conditions:
the closing price of the common shares on each of 30 consecutive trading days reaches or
exceeds 50% of the conversion price, or the outstanding balance of the bonds is less than
10% of the original issuance.

(e) Put option: Each bondholder has the right to put the convertible bonds at par value after the
3rd and 4th year.

The information on the above bonds payable is as follows:

2009/12/31 2008/12/31

Aggregate principal amount $ 12,000,000 12,000,000


Accumulated converted amount (7,000) (7,000)
Accumulated redeemed amount (8,226,400) (733,900)
Discount on bonds payable (156,967) (722,828)
3,609,633 10,536,272
(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

2009/12/31 2008/12/31
Less: Convertible bonds payable –redeemable
within one year (3,609,633) (10,536,272)
Corporate bonds payable – net $ - -
Debt-component embedded derivative:
- call/put option and conversion price reset
option $ 9,417 189,153
- conversion rights 273,455 653,028
$ 282,872 842,181

2009/1/1~12/31 2008/1/1~12/31

Gain/(loss) on valuation of financial liabilities $ 179,298 942,440


Interest expense $ 128,051 269,514

The Company reclassified the convertible bonds and the related financial liabilities as current
liabilities as of December 31, 2009, because the bondholders could opt to request the Company
to redeem the convertible bonds on November 7, 2010.

(15) Pension

A. Because of the spin-off, except for a few foreign employees, the Company had settled its
financial obligation to employees under the pension plan accounted for based on SFAS No. 18
as of December 31, 2007. Thereafter, the Company is subject to the Labor Pension Act.

B. The Company obtained permission from the Labor Affairs Bureau, Taipei, to suspend the
appropriation of pension funds for those foreign employees subject to the Labor Standards
Laws in 2009.

C. The pension cost for the years ended December 31, 2009 and 2008, consisted of the following:

2009/1/1~2009/12/31 2008/1/1~2008/12/31

Net pension cost


Defined benefit pension plan $ 9,923 (20,516)
Defined contribution pension plan
(including annuity) $ 1,490,653 566,465

D. The Company and the subsidiaries in R.O.C. had an actuarial valuation of their defined benefit
pension plan as of December 31, 2009 and 2008. According to the actuarial reports, the
funded status was reconciled with prepaid pension cost as follows:

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

December 31, 2009 December 31, 2008

Benefit obligation:
Vested benefit obligation $ (3,543) (2,784)
Non-vested benefit obligation (166,470) (144,854)
Accumulated benefit obligation (170,013) (147,638)
Projected future employee compensation
increases (102,442) (103,581)
Projected benefit obligation (272,455) (251,219)
Fair value of plan assets 278,262 260,142
Funded status 5,807 8,923
Net unrecognized transition assets 48,523 44,358
Unrecognized net gain (53,419) (67,313)
Additional accrued pension liability (10,490) (3,057)
Accrued pension liability $ (9,579) (17,089)
Prepaid pension cost $ 33,064 27,836
Accrued pension liability (42,643) (44,925)
$ (9,579) (17,089)

Actuarial assumptions were as follows:

2009/1/1~2009/12/31 2008/1/1~2008/12/31

Discount rate 2.00%~2.25% 2.50%~2.75%


Future salary increase rate 1.00%~3.00% 2.00%~3.00%
Expected long-term rate of return on plan assets 2.00%~2.50% 2.50%~2.75%

The net pension costs in 2009 and 2008 consisted of the following:

2009/1/1~2009/12/31 2008/1/1~2008/12/31

Service cost $ 4,524 5,926


Interest cost 6,425 7,312
Expected return on plan assets (6,959) (6,277)
Amortization and deferral 4,372 4,598
Gain on curtailment or settlement - (36,763)
Net pension cost $ 8,362 (25,204)

As of December 31, 2009 and 2008, the vested benefits were approximately $3,964 and $3,831,
respectively.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(16) Stockholders’ equity

A. Capital stock

On June 11, 2008, the stockholders resolved to increase capital by 494,065,000 shares by
capitalizing the retained earnings and employees’ bonuses of $4,940,652. The holders of ECB
1 had converted the bonds into 23,627,000 shares of common stock in 2008.

On June 16, 2009, the stockholders resolved to increase capital by 26,851,000 shares by
capitalizing the retained earnings and employees’ bonuses of $268,512. The record date of
this capital increase was set as August 24, 2009. The registration procedures related to the
issuance of shares were completed.

As of December 31, 2009 and 2008, the authorized capital of the Company was $47,500,000
($500,000 was reserved for employee stock options). Each share of this authorized capital has a
par value of $10 per share.

The Company issued Global Depositary Receipts (GDRs), and the GDRs are now listed on the
London Stock Exchange. The GDRs (originally 21,000,000 units issued and changed to
4,200,000 units from January 2, 2008) represent 21,000,000 shares of the Company’s common
stock.

B. Treasury stock

Movements of treasury stock were as follows:

2009/1/1~2009/12/31
Shares (in thousands) Amount

Beginning of the year - $ -


Addition 26,125 873,459
Retirement (26,125) (873,459)
Ending of the year - $ -

Pursuant to the Securities and Exchange Act, the total shares of treasury stock shall not
exceed 10% of the number of shares issued, and the total purchase cost shall not exceed the
sum of the retained earnings, additional paid-in capital-premiums, and realized additional paid-
in capital. For shares bought back with the intent of maintaining the Company’s credibility
and stockholders’ rights, the registration procedure must be completed within six months from
the date of buyback. Treasury stock held by the Company cannot be pledged and does not
have the right to receive dividends or vote until it is disposed of.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

C. Additional paid-in capital

Pursuant to the Company Act, additional paid-in capital can only be used to offset a deficit or to
increase common stock. Cash dividends cannot be declared out of additional paid-in capital.
According to the Regulations Governing the Offering and Issuance of Securities by Securities
Issuers, capital increases through the capitalization of paid-in capital in excess of par value
should not exceed 10% of total common stock outstanding. In addition, capital increases
through the capitalization of paid-in capital in excess of par value can only commence in the
year following the initial year.

As of December 31, 2009 and 2008, due to the non-proportional investment in investee’s
increase in capital, additional paid-in capital amounting to $1,963,105 and $1,835,145,
respectively, was recognized, in accordance with SFAS. As this additional paid-in capital is
not regulated by the R.O.C. Company Act, Article 241, the transfer thereof to retained earnings
is prohibited.

D. Limitation on distribution of retained earnings

According to the Company’s articles of incorporation, annual net income after making up prior
years' losses, if any, should be distributed as follows: 10% as legal reserve, an appropriate
amount as special reserve according to relevant regulation or as required by the government,
10% of capital stock as capital interest, no less than 1% as employees’ bonuses, and no more
than 1% as directors’ and supervisors’ bonuses. When the employees’ bonuses are distributed
in stock, the recipients must include the employees of subsidiaries. After the distribution of
earnings, the remained earnings, if any, may be appropriated according to a resolution adopted
in a stockholders’ meeting.

The Company is facing a rapidly changing industrial environment, with the life cycle of the
industry in the growth phase. In light of the long-term financial plan of the Company and the
demand for cash by the stockholders, the Company should distribute cash dividends of no less
than 10% of the aggregate of all dividends.

E. Based on the resolutions approved by the stockholders during their annual stockholders’
meetings on June 16, 2009, and June 11, 2008, the employees’ bonuses and directors’ and
supervisors’ remuneration were appropriated from the distributable retained earnings of 2008
and 2007 as follows:

2008 2007

Employees’ bonuses – cash $ 250,837 912,030


Employees’ bonuses – stock (note) 700,000 1,200,000
Directors’ and supervisors’ remuneration 52,824 211,203
$ 1,003,661 2,323,233

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Note: For 2007, employees’ bonuses – stock are presented based on par value of the shares.

There was no difference between the amount of earnings actually distributed for 2008 and that
accrued in the 2008 financial statements, and the earnings distribution for 2008 was recorded as
expense in 2008; the earnings distribution for 2007 was recorded as a deduction from
unappropriated retained earnings. The related information about the distribution of employees’
bonuses and directors’ and supervisors’ remuneration determined by the meeting of the board of
directors and approved in the stockholders’ meeting can be accessed from the Market
Observation Post System.

F. According to the Company Act and the Company’s articles of incorporation, the employees’
bonuses and directors’ and supervisors’ remuneration were estimated and accrued in the 2009
and 2008 financial statements based on a fixed amount approved by the management. The
recognized employees’ bonuses amounted to $698,438 and $950,837, and directors’ and
supervisors’ remuneration amounted to $69,844 and $52,824 for the years ended December 31,
2009 and 2008, respectively. The number of shares distributable as stock dividend is
determined based on the closing price of the day before the shareholders’ meeting date and
considering the ex-rights and ex-dividends effects. Differences between the amount approved
in the shareholders’ meeting and recognized in the financial statements, if any, are accounted
for as changes in accounting estimates and recognized in profit or loss in the year of actual
distribution.

(17) Income taxes

A. The Company was certified to meet the definition of “Business Operation Headquarters” as
defined by the “Statute for Upgrading Industries,” Article 70-1. According to the statute, the
Company can obtain an income tax exemption on dividends declared by the board of directors
of an investee. The Company has obtained the exemption certificates for 2009 and 2008.

B. The Company and domestic subsidiaries are subject to income tax at a statutory rate of 25%
and subject to the “Income Basic Tax Act” to calculate income tax. According to the amended
tax law issued on May 27, 2009, the statutory income rate will be reduced to 20% commencing
from 2010. Those subsidiaries abroad are subject to income tax according to the tax laws of
the related foreign jurisdiction. The components of income tax expense for the years ended
December 31, 2009 and 2008, were as follows:

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

2009/1/1~12/31 2008/1/1~12/31

Current income tax expense $ 4,189,500 7,531,672


The 10% additional income tax on unappropriated
earnings 812,256 1,081,881
Investment tax credits (1,022,393) (1,255,772)
3,979,363 7,357,781
Deferred income tax expense (benefit):
Decrease (increase) in inventory valuation loss 335,108 (733,118)
Deferred tax effect resulting from change in income
tax rate (177,686) -
Increase in investment tax credits (1,110,144) (603,946)
Decrease (increase) in unrealized accrued expense 216,284 (522,396)
Others (202,300) 113,587
(938,738) (1,745,873)
Income tax expense $ 3,040,625 5,611,908

C. The income tax computed on pre-tax financial income at the statutory rate was reconciled with
the income tax expense for the years ended December 31, 2009 and 2008, as follows:

2009/1/1~12/31 2008/1/1~12/31

Income tax calculated on pre-tax financial income $ 4,824,030 6,134,200


The 10% additional income tax on unappropriated
earnings 812,256 1,081,881
Investment tax credits (1,022,393) (1,255,772)
The amount of basic income tax in excess of the
regular income tax 34,936 1,002,574
Tax effect resulting from change in income tax rate (239,030) -
Others (1,369,174) (1,350,975)
Income tax expense $ 3,040,625 5,611,908

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

D. The components of deferred income tax assets (liabilities) as of December 31, 2009 and 2008,
were as follows:

2009/12/31 2008/12/31

Deferred income tax assets:


Unrealized sales profit $ 283,562 179,278
Inventory provisions 890,363 1,197,417
Unrealized accrued expense 523,103 790,511
Loss carryforward 480,393 362,390
Investment tax credits 2,145,185 1,576,753
Others 561,232 544,309
Deferred tax assets 4,883,838 4,650,658
Valuation allowance (1,828,144) (1,366,318)
3,055,694 3,284,340
Deferred income tax liabilities:
Income and investment income (overseas) (1,518,182) (2,247,110)
Others (385,581) (26,333)
(1,903,763) (2,273,443)
Net deferred tax assets $ 1,151,931 1,010,897

2009/12/31 2008/12/31

Deferred income tax assets – current $ 2,607,912 2,829,817


Deferred income tax assets – non-current 245,995 427,640
Deferred income tax liabilities – current (415) (16,971)
Deferred income tax liabilities – non-current (1,701,561) (2,229,589)
$ 1,151,931 1,010,897

E. Tax appeals of the Group:

(a) The R.O.C. tax authorities have examined the Company’s income tax returns through 2007
except for the year 2006. The Company disagreed with the assessment and filed formal tax
appeals for tax returns of years 1997, 1999, and 2000 through 2002. The total amounts of
the assessed additional income tax were recognized in the accompanying statements of
income. These tax appeals were resolved in 2009 and the Company adjusted income tax
expense according to the result thereof. In addition, the income tax return for the year 2005
was examined in 2009, and the Company adjusted income tax expense accordingly. The tax
authorities assessed further the Company for additional income tax of $716,266 for the
years 1996 and 1998. The Company disagreed with the assessment and filed formal tax
appeals. These additional income tax assessments were recognized in the accompanying
statements of income.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(b) Ability Enterprise disagreed with the tax office’s income tax assessments for the years 2004,
2005 and 2006 regarding investment tax credits. Ability Enterprise has filed formal tax
appeals.

(c) TWINHAN Technology Co., Ltd (liquidated after its merger with AzureWave in 2008)
disagreed with the tax offices’ assessment on its tax exemption periods from 2002 to 2004.
After it was turned down during the administrative proceeding, AzureWave has appealed
such assessment to the Supreme Court in December 2008. However, AzureWave has
recognized the possible additional tax liabilities from the said assessment.

F. Imputation credit account and creditable ratio

2009/12/31 2008/12/31

Unappropriated retained earnings for 1997 and $ 2,858,766 3,298,939


prior years
Unappropriated retained earnings for 1998 and
thereafter 74,756,392 72,439,752
$ 77,615,158 75,738,691
ICA balance $ 12,833,212 11,130,263

2009 2008

Creditable ratio for earnings distribution 20.40% (expected) 18.12% (actual)

G. According to the ROC Income Tax Act, the unused tax credits of the Group in the R.O.C. can
be carried forward over a period of five years.

The unused investment tax credit were as follows:

Name of company Unused tax credits Expiry year

PEGATRON and its subsidiaries $ 1,221,246 2010~2013


Askey and its subsidiaries 714,424 2010~2013
Other consolidated subsidiaries 209,515 2010~2013
$ 2,145,185

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

H. According to the ROC Income Tax Act, losses which can be used to offset against future
taxable income were as follows:

Name of company Year incurred Unused tax credits Expiry year

PEGATRON and its subsidiaries 2003~2009 $ 74,031 2013~2019


Askey and its subsidiaries 2007~2009 57,469 2017~2019
Other consolidated subsidiaries 2003~2009 348,893 2011~2019
$ 480,393

I. Other tax benefits applicable to the Group were as follows:

Name of company Item Expiry year

PEGATRON Five –year tax exemption period 2005.01.31~2012.04.29


KINSUS Investment in newly emerging, 2004.07.01~2013.09.29
important and strategic industries

(18) Earnings per share

Earnings per share for the years ended December 31, 2009 and 2008, were computed as follows.
(All earnings per share amounts are expressed in dollars, and all shares are in thousand shares.)

2009/1/1~12/31 2008/1/1~12/31
Before After Before After
income tax income tax income tax income tax

Basic earnings per share:


Net income $ 12,820,770 12,479,066 20,556,548 16,456,567
Weighted-average number of shares
outstanding 4,242,156 4,242,156 4,245,535 4,245,535
Earnings per share $ 3.02 2.94 4.84 3.88
Diluted earnings per share:
Net income $ 12,820,770 12,479,066 20,556,548 16,456,567
Effects of dilutive potential common stock:
Convertible bonds payable (11,436) (21,389) (734,823) (711,705)
Net income for calculating diluted earnings
per share $ 12,809,334 12,457,677 19,821,725 15,744,862

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

2009/1/1~12/31 2008/1/1~12/31
Before After Before After
income tax income tax income tax income tax

Weighted-average number of shares


outstanding 4,242,156 4,242,156 4,245,535 4,245,535
Effects of dilutive potential common stock:
Convertible bonds payable 75,339 75,339 180,002 180,002
Employees’ bonuses that could be declared
in the form of stock bonus and have not
been approved by the stockholders’
meeting 22,764 22,764 25,890 25,890
Weighted-average shares for calculating
diluted earnings per share 4,340,259 4,340,259 4,451,427 4,451,427
Diluted earnings per share $ 2.95 2.87 4.45 3.54

(19) Related information about financial instruments

A. Fair value of financial instruments


As of December 31, 2009 and 2008, the details of fair value of financial assets and financial
liabilities, except for those close to the maturity date and therefore measured at book value, were
as follows:

2009/12/31 2008/12/31
Book Value Fair Value Book Value Fair Value
Financial assets:
Financial assets measured at
fair value through profit or
loss – current $ 21,657,195 21,657,195 13,295,479 13,295,479
Available-for-sale financial
assets – current 1,848,464 1,848,464 516,306 516,306
Financial assets held to
maturity – current 16,425 - - -
Derivative financial assets for
hedging – current 306,361 306,361 - -
Financial assets carried at
cost – current 41,162 - - -
Available-for-sale financial
assets – non-current 7,805,382 7,805,382 4,556,392 4,556,392
Financial assets held to
maturity – non-current - - 16,425 -
Financial assets carried at
cost – non-current 2,421,049 - 2,477,410 -
(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

2009/12/31 2008/12/31
Book Value Fair Value Book Value Fair Value

Financial liabilities:
Financial liabilities measured
at fair value through profit
or loss – current 283,596 283,596 1,721,005 1,721,205
Bonds payable – current
3,609,633 3,621,586 11,988,037 12,051,082
Long-term loans (including
current portion) 10,324,144 10,324,144 11,969,627 11,969,627

B. The following methods and assumptions were used in estimating fair values:

(a) The book value of short-term financial instruments is assessed to be the fair value due to
the short-term maturity periods of these instruments. Such method is applied to cash and
cash equivalents, notes and accounts receivable (payable), other current financial assets,
accrued expenses and other payables.

(b) Financial assets (or liabilities) measured at fair value through profit or loss and available-
for-sale financial assets: If public quote of financial assets and liabilities is available, then
the quoted price is adopted as the fair value. If market value is not available, an
assessment method that refers to quoted prices is used. The assumptions used are the
same as those used by financial market traders when quoting their prices.

(c) Financial assets carried at cost and financial assets held to maturity: Those are investments
in companies whose shares are not publicly listed and beneficiary certificates, and have no
available market prices.

(d) The fair value of derivative financial assets and liabilities for hedging is determined using a
valuation technique. The estimates and assumptions used in such valuation are similar to
those used by market participants when deciding a price for financial assets or liabilities.
That information is available to the Group.

(e) The fair value of convertible bonds payable is not available, and a valuation technique is
used. The assumptions used in the said valuation are the same as those used by financial
market traders when quoting their prices. However, the fair value is not expected to equal
future cash outflow.

(f) The fair value of long-term loans was estimated by the discounted value of expected cash
flow. The discount rate used was based on the interest rate of long-term loans with similar
conditions. Based on the results of the evaluation, the fair value is close to book value.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

C. The fair value of financial assets and financial liabilities evaluated by the Group using public
quotes or an assessment method was as follows:

2009/12/31 2008/12/31
Public Assessment Public Assessment
quote value value quote value value

Financial assets:
Financial assets measured at
fair value through profit or
loss – current $ 21,352,667 304,528 13,280,321 15,158
Available-for-sale financial
assets-current 1,848,464 - 516,306 -
Derivative financial assets for
hedging-current - 306,361 - -
Available-for-sale financial
assets-non-current 7,805,382 - 4,556,392 -
Financial liabilities:
Financial liabilities measured
at fair value through profit - 283,596 - 1,721,005
or loss – current
Bonds payable – current - 3,621,586 - 12,051,082
Long-term loans (including
current portion) - 10,324,144 - 11,969,627

The gains (loss) resulting from the valuation of financial instruments using a valuation
technique amounted to $(231,967) and $(56,610) for the years ended December 31, 2009 and
2008, respectively.

D. Information about financial risk

(a) Market risk

(i) The Group is exposed to foreign currency risks arising from purchases or sales
denominated in foreign currencies. The Group uses the principle of natural hedge to
mitigate the risk and utilize spot or forward contracts to hedge foreign currency risk.
The notional amounts of the foreign currency contracts are the same as the amounts of
the hedged items. In principle, the Group does not enter into any forward contracts for
commitments of uncertain nature. The Group enters into forward currency contracts
to hedge the exchange rate risk of assets, liabilities and commitments denominated in
foreign currencies. The Group’ hedging strategy is to avoid most market price risks.
The Group uses the derivatives that have highest negative correlation with the hedged
items as hedging instruments and evaluates the hedge effectiveness periodically.

(Continued)

185
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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(ii) The open-end funds & stocks of listed companies held by the Company are classified as
financial assets measured at fair value through profit or loss and available-for-sale
financial assets. As these assets are measured at fair value, the Group has risk
exposure related to changes in fair value in an equity securities market.

(b) Credit risk

(i) Credit risk means the potential loss of the Group if the counterpart involved in that
transaction defaults. Since the Group’s derivative financial instrument agreements are
entered into with financial institutions with good credit ratings, management believes
that there is no significant credit risk from these transactions.

(ii) The primary potential credit risk is from financial instruments like cash, bank deposits,
equity securities under non-equity method, and accounts receivable. The Group
deposits cash in different financial institutions. Equity securities under non-equity
method were funds and listed stock issued by companies with good credit ratings.
The Group manages credit risk exposure related to each financial institution and
believes that there is no significant concentration of credit risk of cash and equity
securities. As the customers of the Group have good credit and profit records, the
Group is able to evaluate the financial conditions of these customers in order to reduce
credit risk of accounts receivable.

(c) Liquidity risk

(i) The Group’s objective is to maintain a balance of funding continuity and flexibility
through the use of financial instruments such as cash and cash in bank, and bonds
payable.

(ii) The open-end funds & stocks of listed companies held by the Company have publicly
quoted prices and could be sold at the approximate market price. As to the forward
exchange contracts, there are no significant financing risks due to expected sufficient
capital. Management believes that the cash flow risk is not significant because
contracted foreign currency exchange rates are fixed.

(iii) Equity investments recorded as financial assets carried at cost do not have reliable
market prices and are expected to have liquidity risk.

(iv) The derivative financial instruments for hedging are intended mainly to hedge the
exchange rate risk from future cash flows. The forward contracts’ duration corresponds
to the Group’s foreign currency future cash flows. The Group will settle the foreign
currency liabilities at expiration of the contracts. Thus, management believes that the
cash flow risk is not significant.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(d) Cash flow risk arising from variation in interest rates

The Group’s long-term loans bear floating interest rates. Changes in the prevailing market
rate will affect the effective interest rate on long-term loans and cause future cash flows to
fluctuate.

5. Related-party Transactions

(1) Names and relationships of the related parties

Related Party Relationship with the Company

Asint Technology Corporation (Asint Technology) Investee evaluated under the equity method
Excelliance MOS Corporation Investee evaluated under the equity method
ASHINE PRECISION CO., LTD. (ASHINE PRECISION) Investee indirectly evaluated under the equity method
HONG HUA TECHNOLOGY (SUZHOU) CO., LTD. Investee indirectly evaluated under the equity method
(HONG HUA (SUZHOU))
Avy Precision Technology Inc. (Avy Precision) Investee indirectly evaluated under the equity method
Avy Co., Ltd. (Avy) Investee indirectly evaluated under the equity method
DongGuan ChengGuang Precision Hardware Co., Ltd. Investee indirectly evaluated under the equity method
(DongGuan ChengGuang)
AVY PRECISION METAL COMPONENTS (SUZHOU) Investee indirectly evaluated under the equity method
CHING HONG PRECISE MOULD INDUSTRY Investee indirectly evaluated under the equity method
(SUZHOU) CO., LTD.
SHANGHAI INDEED TECHNOLOGY CO., LTD. Investee indirectly evaluated under the equity method
(SHANGHAI INDEED)
PEGA INTERNATIONAL LIMITED Investee indirectly evaluated under the equity
method (Consolidated due to adjustment of
investment structure in 2009)
AVY High Tech Limited Investee indirectly evaluated under the equity method
PENTAX VQ CO., LTD. (PENTAX) Investee indirectly evaluated under the equity method
YORKEY OPTICAL TECHNOLOGY LTD. (SAMOA) De facto related party of Ability Enterprise
(YORKEY OPTICAL)
Ability Investment Co., Ltd. Common chairman of the board with Ability Enterprise
The Group’s directors, supervisors and major management The Group’s directors, supervisors and major
management
Others (related parties with non- significant transactions) Related parties under the definition of R.O.C. SFAS
No. 6

(Continued)

187
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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

(2) Summary of significant transactions with related parties

A. Sales

2009/1/1~12/31 2008/1/1~12/31
Amount % Amount %

Summary $ 230,310 - 296,723 -

The terms of the above related-party transactions are 45 days from receipt of goods or terms
agreed by both parties.

B. Purchases

2009/1/1~12/31 2008/1/1~12/31
Amount % Amount %

SHANGHAI INDEED $ 2,404,616 1 642,505 -


Asint Technology 1,359,623 - 328,159 -
PENTAX 372 - 1,941,266 -
Others 1,511,446 - 1,242,238 -
$ 5,276,057 1 4,154,168 -

Purchase terms are open account 45 to 120 days, 90 days from receipt of goods, or within 1 to 6
months for related parties.

C. Notes/accounts receivable (payable)

2009/12/31 2008/12/31
Amount % Amount %

Notes and accounts receivable:


Summary $ 25,602 - 96,872 -
Notes and accounts payable:
Asint Technology $ 753,128 1 - -
SHANGHAI INDEED 421,073 1 481,706 -
Avy Precision 220,798 - 259,776 -
Others 316,987 - 361,256 -
$ 1,711,986 2 1,102,738 -

(Continued)

188
53

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

D. Sale of long-term investment

2009/1/1~12/31
Disposal gain
Related party Item Sales price Book value (note)

Avy Precision Long-term investment under


the equity method –
ASHINE PRECISION $ 177,466 143,812 33,654

Note: Disposal gain included realized and unrealized disposal gain amounting to $26,166 and
$7,488, respectively.

2008/1/1~12/31
Related party Item Sales price Book value Disposal gain

Avy High Tech Non-current assets held for


Limited sale – Dong Guan Avy USD 5,276,000 USD 4,514,000 USD 762,000
Precision Metal
components Co., Ltd.

E. Asset transactions

The details of assets purchased from related parties were as follows:

2009/1/1~12/31
Related party Item Sales price

Avy Long-term investment under the equity method –


Avy Precision $ 178,067
Others Molding tools 104,375
$ 282,442

2008/1/1~12/31
Related party Item Sales price

ASHINE PRECISION Molding tools $ 33,142


Others Molding tools and leasehold improvement 55,771
$ 88,913

(Continued)

189
54

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

F. Salaries and remuneration of key management

The salaries and remuneration the Group paid to the directors, supervisors and major
management in 2009 and 2008 were as follows:

2009/1/1~12/31 2008/1/1~12/31
(Estimated) (Actual)

Salaries $ 214,795 160,108


Incentives 62,420 73,359
Distribution of earnings 69,844 52,824
Employees’ bonuses 258,598 148,247

For the explanation of estimation of directors’ and supervisors’ remuneration and employees’
bonus, please refer to the section on stockholders’ equity.

6. Pledged Assets

As of December 31, 2009 and 2008, the following assets were pledged as collateral:

Book value
Assets Items Purposes 2009/12/31 2008/12/31

Other assets or Time deposits and Customs duty guarantee, bank loans, $ 421,408 393,868
other current inventories rent deposits, credit contracts,
assets issued letter of credit, travel agency
guarantee, lawsuit collateral, etc.
Notes receivable Notes receivable Bank loans 449,764 -
Other assets Refundable Customs deposits for importing 338,842 32,272
deposits processing booklet, etc.
Property, plant and Buildings Bank loans 2,370,230 466,522
equipment

Property, plant and Machinery and Bank loans 984,143 309,984


equipment equipment

Intangible assets Land use rights Bank loans 657,770 84,341


Idle assets Machinery and Bank loans - -
equipment (Note)
$ 5,222,157 1,286,987

Note: As of December 31, 2009 and 2008, the unadjusted book value of idle assets amounted to $7 and $100,
respectively. After recognizing the impairment losses, the net book value was reduced to zero as of the same dates.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

7. Commitments and Contingencies

(1) As of December 31, 2009, the Group’s outstanding letters of credit were as follows (foreign
currencies are expressed in thousands):

Currency Amount

USD $ 44,639
GBP 9
EUR 497
JPY 3,112,833
NTD 5,141

(2) Guarantee for subsidiaries amounted to $16,601,228.

(3) Lawsuit for infringement of intellectual property rights

A. In October 2009, the Company and IBM entered into a cross license agreement, and all lawsuits
between the Company and IBM ceased with the agreement.

B. In January 2007, a Japanese company filed a lawsuit against the Company and its US subsidiary
for infringement of intellectual property rights. In May and September 2007, another plaintiff, a
US company, also filed a lawsuit against the Company and its US subsidiary for patent
infringement and violation of trade secrets. These lawsuits are currently under investigation in
a Utah court in the US. The outcome of these lawsuits is not certain. The Company
continuously evaluates the possible loss, and a provision has been estimated and recognized in
the books.

C. In September 2008, a US patentee filed a lawsuit against the Company’s US subsidiary alleging
that the subsidiary was engaged in patent infringement. This lawsuit is currently under
investigation in an East Texas court in the US and its outcome is not certain. The Company
continuously evaluates the possible loss, and a provision has been estimated and recognized in
the books.

D. Several patentees filed lawsuits or investigations for patent infringement against the Company.
These lawsuits or investigations are currently under investigation in a Delaware court, in an
East Texas court, and by the United States International Trade Commission. The outcome of
the lawsuits is not certain. The Company continuously evaluates the possible loss, and a
provision has been estimated and recognized in the books.

E. In December 2007, an American company filed an investigation for patent infringement


against PEGATRON with United States International Trade Commission. The related
investigation has been completed in July 2009. The results of the investigation indicate that
PEGATRON did not infringe the company’s patents. Both parties agreed to settle the case and
(Continued)

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56

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

have entered into a settlement agreement in September 2009 to close the case.

F. AVerMedia Technologies Inc. filed an attachment for damage loss against Lumens Digital
Optics Inc. with Taiwan HsinChu District court on January 3, 2005. Lumens Digital Optics Inc.
pledged a deposit of $90,000 as counter-security to the Court for rescinding the attachment. In
addition, AVerMedia Technologies Inc., again, filed an attachment for the same reason with
the court. HsinChu District court has seized the inventory of Lumens Digital Optics Inc.
amounting to $16,410. This case is currently under investigation and Lumens Digital Optics
Inc. believes that there is no material loss on the aforementioned case.

G. One of ASUSPOWER CORPORATION’s American customers voluntarily filed for


bankruptcy with United States Bankruptcy Court of California District on June 8, 2005. The
customer has made payments for goods amounting to US$1,439,484 to ASUSPOWER
COPORATION 90 days before filing the bankruptcy. Insolvency administrator of the
customer filed a lawsuit with California court later on claiming that according to United States
Bankruptcy Code § 547, the payments could be returned and requested ASUSPOWER
CORPORATION to return the amount paid. ASUSPOWER CORPORATION received a
notice from the court in September 2009, and entered a plea. This lawsuit is still under
investigation.

(4) To ensure the supply of raw materials, the Company has entered into an agreement with a supplier
for a guaranteed quantity of materials at a discount to market price. The Company has paid in
advance. Please refer to note 4(10) B.

(5) The Group entered into operating lease contracts for its offices and parking spaces. Future lease
payments under those leases are as follows:

Year Amount

2010 $ 319,274
2011 251,787
2012 215,911
2013 104,016
2014 and after 80,413

(6) Details of operating lease for significant property used by ASUS COMPUTER
INTERNATIONAL are as follows:

Lessor Leased Asset Period Refundable Deposits


Sobrato Interest, LP The office and warehouse in 2008/6/1~2018/5/31 USD 1,500,000
Fremont, California

(Continued)

192
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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

Rental expenses for each year are as follows:

Amount
Year (in USD thousands)

2010 $ 1,464
2011 1,402
2012 1,451
2013 1,502
2014 and after 7,279

(7) PEGATRON and its subsidiaries entered into irrevocable construction contracts amounting to
$3,834,469 of which $185,385 is unpaid.

(8) WUJIANG WILL STAR entered into a contract with Wujiang City Government in 2006 to obtain
land use rights. As of December 31, 2009, the land use right amounting to RMB 51,465,000 were
not paid and obtained.

8. Significant Disaster Loss: None.

9. Subsequent Events:

The Company held its extraordinary shareholders’ meeting on February 9, 2010, and passed a
resolution for the spin-off of its ODM business. Such resolution requires the Company to spin off the
ODM assets and business (the Company's 100%-owned long-term equity investment in Pegatron) to
the Company's wholly owned existing subsidiary Pegatron International Investment Co., Ltd. Pegatron
International Investment Co., Ltd. will issue new shares to the Company and the shareholders of the
Company as consideration. The Company will have a capital reduction of $36,097,609 or a capital
reduction of approximately 85%. It is expected that the Company will acquire approximately 25% of
the equity in Pegatron International Investment Co., Ltd. and that the shareholders of the Company
will in total acquire approximately 75% of the equity in Pegatron International Investment Co., Ltd.
The spin-off date is expected to be June 1, 2010.

(Continued)

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ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

10. Others

(1) Personnel expenses, depreciation, and amortization for the years ended December 31, 2009 and
2008, were as follows:

2009/1/1~12/31 2008/1/1~12/31
Cost of Operating Cost of Operating
sales expenses Total sales expenses Total

Personnel expenses
Salaries 13,243,618 17,490,079 30,733,697 14,846,394 13,965,530 28,811,924
Labor and health
insurance 449,894 966,131 1,416,025 653,489 822,690 1,476,179
Pension 848,563 652,013 1,500,576 197,342 348,607 545,949
Other 193,093 480,697 673,790 301,014 466,681 767,695
Depreciation 7,927,877 1,978,869 9,906,746 6,228,215 1,755,208 7,983,423
Amortization 1,875,989 1,343,949 3,219,938 1,347,905 916,852 2,264,757

(2) The Company’s significant agreement as of December 31, 2009, was as follows:

Name of Contract Party Content


Marketing Agreement Microsoft Corporation Project planning

(3) In order to enhance competitiveness and boost productivity, the Company’s shareholders resolved,
on October 30, 2007, to restructure the Company’s businesses into own-brand and OEM. The
date of the spin-off was January 1, 2008. Pursuant to the resolution, the Company transferred its
computer OEM business with estimated value of $70,000,000 to its newly established subsidiary
PEGATRON by subscribing 1,600,000,000 newly issued shares at 43.75 dollars per share of
PEGATRON. In addition, the Company transferred its non-computer OEM business and
machine hull and molding tool R&D business with estimated value of $12,000,000 to its newly
established subsidiary UNIHAN by subscribing 800,000,000 newly issued shares at 15 dollars per
share of UNIHAN. The plan was approved by the relevant authorities. The registration of
changes was completed in January 2008. The assets and liabilities for the spin-off were as
follows:

PEGATRON UNIHAN Total

Assets
Current assets $ 21,999,830 12,555,287 34,555,117
Long-term investments 66,867,161 7,060,209 73,927,370
Property, plant and equipment 4,761,981 127,143 4,889,124
Other assets 353,066 126,822 479,888
93,982,038 19,869,461 113,851,499

(Continued)

194
59

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

PEGATRON UNIHAN Total

Liabilities
Current liabilities (23,982,038) (7,869,461) (31,851,499)
Net Assets $ 70,000,000 12,000,000 82,000,000

(4) Reclassification

Certain accounts in 2008 the consolidated financial statements have been reclassified to conform to
the 2009 financial statements presentation. Such reclassification does not have any significant
impact on the accompanying consolidated financial statements.

12. Segment Information

A. Industrial information

The Group is engaged in a single industry and is mainly engaged in the design, production and sale
of main boards.

B. Geographic information

2009
Asia Pacific
(Taiwan not
Taiwan included) Other Eliminations Consolidated

Revenue from third parties $ 188,429,773 298,708,528 122,982,102 - 610,120,403


Revenue from the parent
company and subsidiaries 593,641,589 115,660,729 7,811,797 (717,114,115) -
Total revenues $ 782,071,362 414,369,257 130,793,899 (717,114,115) 610,120,403
Segment income (loss) $ 15,918,238 3,672,134 13,504,419 (13,797,520) 19,297,271
Interest expense (334,067)
Investment income under
equity method 332,956
Consolidated income before
minority interest in net
income of subsidiaries $ 19,296,160
Identifiable assets $ 308,904,848 189,996,503 195,361,663 (327,364,564) 366,898,450
Long-term investments
under equity method 2,145,776
Goodwill 962,876
Total assets $ 370,007,102

(Continued)

195
60

ASUSTeK COMPUTER INC. AND SUBSIDIARIES

Notes to Financial Statements

2008
Asia Pacific
(Taiwan not
Taiwan included ) Other Eliminations Consolidated

Revenue from third parties $ 363,753,539 288,604,157 11,880,943 - 664,238,639


Revenue from the parent
company and subsidiaries 424,542,606 144,513,742 13,553,753 (582,610,101) -
Total revenues $ 788,296,145 433,117,899 25,434,696 (582,610,101) 664,238,639
Segment income (loss) $ 19,232,028 8,999,244 12,785,951 (15,748,030) 25,269,193
Interest expense (784,603)
Investment income under
equity method 52,249
Consolidated income before
minority interest in net
income of subsidiaries $ 24,536,839
Identifiable assets $ 252,630,502 146,640,841 255,383,494 (300,030,293) 354,624,544
Long-term investments
under equity method 2,773,575
Goodwill 890,146
Total assets $ 358,288,265

C. Export sales

Export sales to geographic areas in 2009 and 2008 were as follows:

Destination area 2009/1/1~12/31 2008/1/1~12/31

Asia Pacific $ 260,561,929 208,647,935


United States and Canada 122,886,974 114,282,964
Europe 201,826,991 237,881,510
Africa 937,218 905,658
$ 586,213,112 561,718,067

D. Major clients

Sales to individual customers constituting over 10% of the total revenue in 2009 and 2008 were as
follows:

Name of Company 2009/1/1~12/31 2008/1/1~12/31

B Company $ 80,201,427 92,658,082

196
VII. Review of financial position, management performance and
risk management

I. Analysis of financial position


Comparison of Financial Position

Unit: NT$ thousands


Year Difference
2009 2008
Item Amount %
Current assets 99,144,691 95,725,535 4,948,128 5.25
Fixed assets 4,273,269 3,703,815 (437,717) (9.29)
Long-term investment and
125,511,719 122,679,180 3,845,054 3.16
other assets
Total assets 228,929,679 222,108,530 8,355,465 3.79
Current liabilities 52,939,062 52,327,421 2,145,957 4.22
Long-term liabilities and
2,806,640 2,494,491 312,149 12.51
other liabilities
Total liabilities 55,745,702 54,821,912 2,458,106 4.61
Capital stock 42,467,775 42,460,513 7,262 0.02
Additional paid-in capital 30,237,586 29,696,393 541,193 1.82
Retained earnings 96,525,371 93,003,248 3,522,123 3.79
Adjustments 3,953,245 2,126,464 1,826,781 85.91
Total Shareholders’ Equity 173,183,977 167,286,618 5,897,359 3.53

Analysis of financial ratio change:


1. Current assets: Accounts payable from the goods sold was increased significantly due
to the economic recovery in 2009Q4; also, inventory level was
controlled; therefore, inventory amount was decreased.
2. Long-term investment, intangible assets, and other assets: It was resulted from the increase
of long-term prepayment/
3. Current liabilities: Accounts payable for the inventory purchased was increased due to
the economic recovery in 2009Q4.

II. Business performance


(I) Comparison of business performance
Unit: NT$ thousands
Item 2009 2008 Amount change Ratio change (%)
Total operating income $236,530,280 $258,609,575 (22,079,295) (8.54)
Minus: Sales return and discount (3,953,376) (9,258,624) 5,305,248 (57.30)
Net operating income 232,576,904 249,350,951 (16,774,047) (6.73)
Operating cost (220,611,112) (232,968,921) 12,357,809 (5.30)
Gross profit 11,965,792 16,382,030 (4,416,238) (26.96)
(Minus) add: Realized
(unrealized) gross profit of the (906,321) 1,010,035 (1,916,356) (189.73)
affiliates
197

197
Item 2009 2008 Amount change Ratio change (%)
Realized gross profit 11,059,471 17,392,065 (6,332,594) (36.41)
Operating expense (7,513,776) (10,204,262) 2,690,486 (26.37)
Operating income 3,545,695 7,187,803 (3,642,108) (50.67)
Non-operating income and gain
Interest income 71,798 300,394 (228,596) (76.10)
Investment income (Equity
7,572,667 9,039,978 (1,467,311) (16.23)
Method)
Dividend income 235,002 310,233 (75,231) (24.25)
Gain from exchange 823,503 732,351 91,152 12.45
Gain from reversal of bad
- 1,329,486 (1,329,486) (100.00)
debts
Gain from financial asset
143,601 12,256 131,345 1,071.68
valuation
Gain from financial liability
192,378 942,440 (750,062) (79.59)
valuation
Other income 725,316 1,396,521 (671,205) (48.06)
Total non-operating income
9,764,265 14,063,659 (4,299,394) (30.57)
and gain
Non-operating expense and loss
Interest expense 101,497 312,301 (210,804) (67.50)
Impairment loss 301,617 37,141 264,476 712.09
Other loss 86,076 345,472 (259,396) (75.08)
Total Non-operating
489,190 694,914 (205,724) (29.60)
expense and loss
Net income before tax 12,820,770 20,556,548 (7,735,778) (37.63)
Minus: Estimated income tax (341,704) (4,099,981) 3,758,277 (91.67)
Net income $12,479,066 $16,456,567 (3,977,501) (24.17)
Analysis of financial ratio change:
1. Operating income and operating cost: Sales revenue did not grow until 2009Q4 due to the recession
extended from 2008Q4 to early 2009.
2. Operating expense: Sales expense and R&D expense were reduced by sizing down the organization and
manpower and controlling expenses strictly.
3. Non-operating income and gain: The decline of non-operating income and gain in the year was due to the
investment income valued with equity method was less than the year before; also, the conversion of bad
debt to earnings in the year was less than the year before also.
4. Estimated income tax expense:The decline of estimated income tax expense in the year was due to the
reduction of income tax levied in the year.

(II) Analysis of gross profit


Unit: NT$ Thousands
Root cause
Change amount Difference of sales Difference of
Difference of price
combination quantity
Gross profit (4,416,238) (4,026,154) 1,009,370 (1,399,454)

198
Remark The decline of gross profit in 2009 was due to the unfavorable difference of price and
unfavorable difference of quantity exceeding favorable effect of gross profit increase.

III. Analysis of cash flow


(I) Liquidity analysis of the last two years

Year
2009 2008 Financial ratio change
Item

Current ratio 46.17% 34.82% 11.35%


Cash adequacy ratio 51.68% 31.01% 20.67%
Cash reinvestment ratio 9.01% 4.86% 4.15%
Analysis of financial ratio change:
Current ratio, Cash adequacy ratio, and Cash reinvestment ratio were increased in 2009 from
2008.
Root cause: Net cash inflow from operating activity was up due to the effort of the
management in controlling inventory level and reducing total amount of
inventory.

(II) Analysis of cash liquidity in one year


Unit: NT$100 million
Beginning cash Expected net Expected Expected cash Remedial measures for the
balance cash flow from cash outflow surplus expected insufficient cash
operating activity of the year (deficit)
of the year Investing Financing
+- activity activity
164.02 178.81 100 242.83 - -
1. Analysis of cash flow change:
(1)Operating activity: Net cash inflow from operating activity for an amount of
NT$17.881 billion
(2)Investing activity: Net cash outflow from investing activity including long-term
investment for an amount of NT$1 billion
(3)Financing activity: Net cash outflow from financing activity including dividend
distribution for an amount of NT$9 billion
2. Remedial measures for the expected insufficient cash and liquidity analysis: N/A

IV. The impact of significant capital expenditure on finance in recent years:


Significant capital expenditure and the source of fund: N/A

V. Reinvestment in recent years:


Unit: NT$ thousands
Item Amount Gain or Loss Root cause of Corrective
Policy Investment Plans
(Note 1) (NT$1,000) in 2009 profit or loss action
Divide business Focus on brand
Own brand
business - into own brand 1,071,890 marketing and - -
business and business

199
199
OEM business for development
competition and
business
performance. Focus on OEM
OEM business - 6,448,853 business - -
development
Note 1: Own brand business included: ASUS TECHNOLOGY PTE. LIMITED, ASUS TECHNOLOGY
INCORPORATION, ASUS COMPUTER INTERNATIONAL, ASUSTEK COMPUTER
(SHANGHAI) CO. LTD. and ASUS COMPUTER GmbH.
OEM business included: PEGATRON CORPORATION and Askey Computer Corporation。

VI. Risk analysis and evaluation in recent years and up to the date of the annual report
printed:

(I) The impact of interest rate, exchange rate, and inflation on the company’s income and
expense and the responsive measures:
1. The impact of interest rate on the company’s income and expense and the responsive
measures:
The interest income in 2009 amounted to less than 0.03% of total operating income;
therefore, the impact of interest rate on the company was insignificant.
2. The impact of exchange rate on the company’s income and expense and the
responsive measures:
The exchange gain recognized in 2009 amounted to 0.35% of total operating
income; therefore, the impact of exchange rate on the company was insignificant.
3. The impact of inflation on the company’s income and expense and the responsive
measures:
There was no inflation issued in 2009.
(II) Conducting high-risk and high-leverage investment, granting loans to others, endorsement
& guarantee and directives policy, root cause of profit and loss, and the responsive
measures:
The company has granted loans to others, endorsement & guarantee, and directives
trade processed in accordance with the “Assets Acquisition and/or Disposition
Procedure” and “Loans and Endorsement & Guarantee Procedure” of the company and
the responsive measures. The endorsement and guarantee of the company in 2009 was
made for business transactions in accordance with the “Loans and Endorsement &
Guarantee Procedure.” The company’s Endorsement & Guarantee is with a limit of
NT$121,228,784 thousand. The subsidiaries that are guaranteed by the company
operate profoundly with low risk expected.
(III) R&D plans and budgeted R&D expense:
ASUS cannot stress enough the importance of R&D team cultivation and training since
the incorporation. ASUS is able to have the key technology of products controlled to
secure the timing of mass production. ASUS will base on the said fine tradition to
reinforce the R&D capability of the company and add it with market movement to
have unique and innovative information products developed.
1. Products development planned in 2008:
(1) Digital control wireless transmission technology dual core CPU MB
(2) Advanced 3D image display and wireless TV transmission graphic card
(3) Intelligent phone GPS
(4) Ultra Mobile PC
(5) High-speed router / exchanger / firewall / VPN

200
200
(6) New-generation advanced server
(7) Professional LED display
(8) WiMAX broadband products
(9) EeePC touch, long-lasting computer
(10) Eee Top PC, Eee Box PC, and Eee Keyboard PC
2. R&D budget in 2009: NT$5.3 billion
(IV) The impact of domestic and international policies and law change on the company’s
finance and the responsive measures: None.
(V) The impact of technology change and industrial change on the company’s finance and
the responsive measures:
ASUS constantly strives to be an integrated 3C solution provider (Computer,
Communications, Consumer electronics). Technology change provides the company
with business opportunity for new products. The company was with 9.26 times of
inventory turnover in 2009; apparently, there was not any significant negative impact
on finance.
(VI) The impact of industrial image change on business risk management and the responsive
measures:
ASUS has maintained a fine industrial image and there is not any negative report on
the company’s image.
(VII) The expected effect, potential risk, and responsive measures of merger:
The company’s did not have any merger conducted in 2008 and up to the date of the
annual report printed: N/A
(VIII) The expected effect, potential risk, and responsive measures of plant expansion: N/A
(IX) The risk faced by procurements and sales hub and the responsive measures:
The company’s procurements and sales are not centralized and with a good customer
relationship established; therefore, no risk of procurements and sales centralization.
(X) The impact of massive stock transfer or change by directors, supervisors, and shareholders
with over 10% shareholding, the risk, and the responsive measures:
There was not any massive stock transfer or change by directors, supervisors, and
shareholders with over 10% shareholding in 2009 and up to the date of the annual
report printed.
(XI) The impact of right to operation change on the company, the risk, and the responsive
measures: N/A
(XII) Legal and non-legal events:
1. The company’s major legal issues, non-legal issues, or administrative lawsuits
settled or in pending:
(1) In October 2009, the Company and IBM entered into a cross license
agreement, and all lawsuits between the Company and IBM ceased with the
agreement.
(2) In January 2007, a Japanese company filed a lawsuit against the Company and
its US subsidiary for infringement of intellectual property rights. In May and
September 2007, another plaintiff, a US company, also filed a lawsuit against
the Company and its US subsidiary for patent infringement and violation of
trade secrets. These lawsuits are currently under investigation in a Utah
court in the US. The outcome of these lawsuits is not certain. The
Company continuously evaluates the possible loss, and a provision has been
estimated and recognized in the books.
(3) In September 2008, a US patentee filed a lawsuit against the Company’s US

201
201
subsidiary alleging that the subsidiary was engaged in patent infringement.
This lawsuit is currently under investigation in an East Texas court in the US
and its outcome is not certain. The Company continuously evaluates the
possible loss, and a provision has been estimated and recognized in the books.
(4) Several patentees filed lawsuits or investigations for patent infringement
against the Company. These lawsuits or investigations are currently under
investigation in a Delaware court, in an East Texas court, and by the United
States International Trade Commission. The outcome of the lawsuits is not
certain. The Company continuously evaluates the possible loss, and a
provision has been estimated and recognized in the books.
2. The related party’s major legal issues, non-legal issues, or administrative lawsuits
settled or in pending: N/A
(XIII) Other significant risks and responsive measures: N/A
(XIV) Risk management policy, structure and function
1. Risk management policy
ASUSTeK has the Risk Control & Contingency Policy stipulated to secure the
ongoing concern of the enterprise and to fulfill corporate social responsibility to
stakeholders. The purpose of the Risk Control & Contingency Policy is to
minimize the impact on and damage to the enterprise. The Risk Control &
Contingency Policy probably won’t help ASUSTeK generate profits immediately;
however, it is definitely necessary for the ongoing concern of ASUSTeK.
Therefore, a self-directed risk control mechanism is established in accordance
with the company’s operating concept and altruism. ASUSTeK is to make
decisions that have minimized negative impact of disaster on the organization;
also, provide employees with a safe and harmless working environment.
The Risk Control & Contingency Commission and the authorized units under this
policy are responsible to stipulate risk control policy for risk assessment in
accordance with the following six criteria:
(1) Material incident occurred
(2) Potential high risk
(3)Extensive scope of influence
(4) Lack of experience in risk control
(5) Significant impact on business and brand image
(6) Incomprehensive regulations
Sieve material risk emergency issues and review them with priority; also, demand
the responsible departments to promote and carry out the tasks in order to protect
enterprises from the risks that they cannot or unwilling to face to.
The Risk Control & Contingency Commission must respond to an excellent
internal audit and control system, coordinate with the chief organizer (deputy
organizer), and integrate the management task for material risk. The Risk Control
& Contingency Commission is to handle the following tasks:
(1) Define profound and actual action plan and regulations in accordance with the
vision and objective strategy of the Risk Control & Contingency Commission
with modification to it made from time to time.
(2) Risk Control & Contingency Commission is to have a decision made over the
material risk and crisis reported by each department.
(3) Evaluate material risk and emergency scenario periodically and review the
performance of the responsible department and SOP strategy.

202
(4) Review and modify the regulations periodically and adjust the subjects and
chief organizer (deputy organizer) of risk management in accordance with the
actual practice.
(5) Monitor and evaluate the risk management performed by each department
onsite.

2. Organizational structure of risk management

Board of Directors
Chairman

Corporate Sustainability Office


Corporate Sustainability Officer

Risk Management Center


Chief Executive Officer

Human Supply Financial Customer Handheld MB NB Quality Computer Production R&D Legal
ADM
Resources Management Management Service Business Business Business Assurance Management Management management Compliance
manager manager manager manager manager manager manager manager manager manager manager manager manager

3. Functions of risk management


Risk management is performed to help ASUSTeK fulfill corporate social
responsibility to the stakeholders and to become a centennial enterprise.
(1) Assist the headquarters and subsidiaries (Europe and America, Asia Pacific,
and China) worldwide to reinforce their responsive ability to risk and to
achieve the goal of ongoing concern.
(2) The contribution of risk management is in helping protect ASUSTeK brand
value for an amount equivalent to NTD13 billion, which was computed at
25% of the brand value of ASUSTeK. The core members for strategic
planning and enforcement of risk management include [Ongoing Concern
Office] Director, Deputy Director, and [Risk Management Center] Chief
Officer.
4. Action procedure of risk management
(1) Consider internal and external environment of the organization, justice or
competent authorities, competitors, and stakeholders including vendors and
investors with strategic risk management goal defined.
(2) Conduct risk identification and risk quantification.
(3) Compute the company’s risk appetite (tolerable and intolerable standard) in
accordance with the probability of risk and the loss resulted from the risk.
(4) Determine the company’s most adequate risk response strategy in accordance
with the cost benefit analysis.
(5) The management of the Risk Control & Contingency Commission is
responsible for risk control and procedure improvement.
(6) Follow up the outcomes of risk control.
The enforcement of the aforementioned stable procedure helps secure the company’s
brand image, enterprise reputation, and value creation; also, fulfill stockholder’s
expectation.

VII. Other material events: None

203
203
VIII. Special disclosures
I. Related party
(II) Consolidated financial statements of the related party
1. Related party
(1) Organizational structure of related party: Please refer to Page 205-209.
(2) Company profile of related party: Please refer to Page 210-217.
(3) A controlling and hierarchical relationship according to Article 369.3 of Company
Law: None
(4) Business scope of ASUS Group:
The business scope of ASUS and the related party includes computer-related product
design, production, processing, and sales. Some related parties are in the business of
investment. In general, the collaboration within the organization is to generate the
best result through reciprocal support in technology, production, marketing, and sales.
(5) Directors, supervisors, and president of the related party: Please refer to Page
218-225.
2. Business operation of the related party: Please refer to Page 226-233.

(II) Consolidated financial statements of the related party: Please refer to Page 131-196.

(III) Related Party Report: N/A

II. Subscription of marketable securities privately in the most recent years and up to the
date of the report printed: None

III. The stock shares of the company held or disposed by the subsidiaries in the most recent
years and up to the date of the report printed: None

IV. Supplementary disclosures: None

V. Occurrence of events defined in Securities Transaction Law Article 36.2.2 that has great
impact on shareholder’s equity or security price in the most recent years and up to the
date of the report printed:

The Company held its extraordinary shareholders’ meeting on February 9, 2010, and passed a
resolution for the spin-off of its ODM business. Such resolution requires the Company to
spin off the ODM assets and business (the Company's 100%-owned long-term equity
investment in Pegatron) to the Company's wholly owned existing subsidiary Pegatron
International Investment Co., Ltd. Pegatron International Investment Co., Ltd. will issue new
shares to the Company and the shareholders of the Company as consideration. The
Company will have a capital reduction of $36,097,609 or a capital reduction of approximately
85%. It is expected that the Company will acquire approximately 25% of the equity in
Pegatron International Investment Co., Ltd. and that the shareholders of the Company will in
total acquire approximately 75% of the equity in Pegatron International Investment Co., Ltd.
The spin-off date is expected to be June 1, 2010.

204
204
ASUS Organization Chart (2009.12.31) - (1)
Asustek Computer Inc.

100% 100% 77% 51.00% 100% 85% 100% 100% 100% 56.75% 60.48% 100% 100% 100% 100% 100%
Hua-Cheng GREENASUS eCareme SHINEWAVE ASUS AXUS ASUS ASUST EK ASUS International ASMEDIA ASUSchannel ASUS PEGAT RON Askey Pegatron
Venture Capital RECYCLING CO., LTD. Technologies, INTERNATIONAL COMP UTER MICROSYSTEMS Holland HOLDINGS TECHNOLOGY United TECHNOLOGY Corp. INTERNATIONAL CORP. Computer Int'l Investment

Corp. Note: liquidated Inc. INC. INTERNATIONAL INC. B.V. LIMIT ED INC. Technology Co., Ltd. INC. LIMIT ED Corp. Co., Ltd.

1.44% 2.66% 100% 100% 100% 100% 100% 100% 100% 100% 100%
AzureWave AZUREWAVE(CAYMAN) eMes SOUT H CENT RAL Int'l United GREAT EXTEND DEEP Asus CHANNEL UNIMAX
Technologies, HOLDING INC. (SHUZHOU) T EC ASIA T EC ASIA T echnology INVESTMENT DELIGHT Computer P ILOT HOLDINGS
Inc. Note: liquidated CO., LT D. LT D LT D Co., Ltd CORP. LIMIT ED Corp. LIMITED LIMIT ED

100% 100% 0.07% 20% 100% 100%


ASUS UNITED TECHNOLOGY ASUS
ASUS ASUS ASUS UNIMAX

205
(GUANGZHOU) CO., LTD. COMPUTER EGYPT Middle TECHNOLOGY ELECTRONICS

Note:liquidated (SHANGHAI) CO., LTD. L.L.C. East FZC P TE. LIMITED INC.

100% 100% 100% 100% 100% 100% 99.93% 100% 100% 100% 100% 100% 100% 100% 100%
ASUS COMPUTER ASUS ASUS ASUS ASUS ASUS ASUS ASUS ASUST EK ASUS ASUSTEK (UK) ASUS ASUS ASUS ASUSTEK COMPUTER

Czech T echnology T echnology T echnology COMPUTER(S) Polska EGYPT KOREA IT ALY FRANCE LIMITED COMPUTER COMPUTER T echnology (SHANGHAI)
Republic s.r.o. (Vietnam ) Co., Ltd Holland B.V. P rivate Limited PT E. LT D. Sp.z.o.o. L.L.C. CORPORATION S.R.L. SARL Benelux B.V. GmbH (HONG KONG) Co. Ltd. CO. LT D.

100% 100% 100% 80% 100% 100% 100%


ASUS PORTUGAL, ASUS ASUS ASUS ASUS ASUS ASUS
SOCIEDADE Hungary Switzerland Middle IBERICA S.L. T echnology JAP AN
UNIPESSOAL LDA Services LLC Gmbh East FZC (Suzhou) Co. Ltd. INCORPORATION

205
ASUS Organization Chart (2009.12.31) - (2)
Asustek
Computer
Inc.

100% 100% 8.64% 9.13% 100% 100%


Hua-Min Askey AzureWave AZUREWAVE(CAYMAN) AGAiT Enertronix,
Investment Computer Technologies, HOLDING INC. T echnology Inc.
Co., Ltd. Corp. Inc. Note:liquidated Corp.

2.52% 2.66% 100% 100% 100% 100% 100% 100% 100%


AzureWave AZUREWAVE(CAYMAN) Mobostar Dynalink Magic Askey AGAiT ech ENERTRONIX ENERTRONIX

Technologies, HOLDING INC. T echnology International International International Holding INTERNATIONAL HOLDING
Inc. Note:liquidated Ltd. Corp Co., Ltd. Corp Limited LT D LT D

206
100% 100%
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Shandong Enertronix Enertronix
Famous Star BIG Profit Double T ech Askey (Vietnam) Goodsmart Leading Askey Openbase UNI Leader Magicom Electronic Co., Ltd. (HuiZhou)
Investments Limited Limited Co., Ltd International Profit T echnology Limited International International Note:liquidated Co., Ltd
Limited Note:liquidated Ltd. Co., Ltd. (Shanghai) Limited Ltd. Corp

100% 100% 100% 100%


WUJIANG ASHINE Askey ASON
WILL ST AR TECHNOLOGY T echnology TECHNOLOGY

INVESTMENTS LIMITED (SUZHOU) LTD. (Jiangsu) Lim ited (SUZHOU) LTD

206
ASUS Organization Chart (2009.12.31) - (3)
PEGAT RON
CORP.

100% 100% 100% 100% 100% 50% 100%


ASUSPOWER ASUST EK ASUS UNIHAN PEGAT RON ADVANSUS PEGAT RON
INVESTMENT INVESTMENT INVESTMENT CORP. HOLDING COMPUTER USA
INC. INC. INC. LT D. CO., LT D

92.45% 100% 100% 100% 100% 100% 100% 100% 100% 100%
ASUS POWT EK MAGNIFICENT BOARDT EK PROT EK ASLINK DIGIT EK NORT H Cotek T op
HOLLAND HOLDINGS BRIGHTNESS HOLDINGS GLOBAL PRECISION GLOBAL T EC ASIA Holdings Quark
7.55% HOLDING B.V. LT D LT D LTD.(Cayman) HOLDINGS LTD CO., LT D HOLDINGS LTD LT D Limited Limited

207
100% 100% 100% 100% 75.65% 100% 59.17% 24.35% 100% 100%
PEGAT RON Powtek MAINT EK BOARDT EK PROT EK ASLINK(H.K.) ASAP PROT EK COT EK RUNT OP
CZECH (Shanghai) COMPUTER HOLDINGS (SHANGHAI) PRECISION INTERNATIONAL (SHANGHAI) ELECTRONICS (SHANGHAI)

S.R.O. Co., Ltd. (SUZHOU) CO., LTD. LIMIT ED LIMIT ED CO., LIMITED CO., LIMITED LIMIT ED (SUZHOU) CO., LTD. CO., LT D.

100% 100% 100% 100%


BOARDT EK BOARDTEK(H.K.) LINKTEK PRECISION ASAP
COMPUTER T RADING (SUZHOU) CO., LIMITED TECHNOLOGY

(SUZHOU) CO., LTD. LIMIT ED Note:liquidated (JIANGGXI) CO., LIMITED

207
ASUS Organization Chart (2009.12.31) - (4)
PEGAT RON
CORP.

100% 100% 100%


ASUSP OWER ASUST EK ASUS
INVESTMENT INVESTMENT INVESTMENT

CO., LTD. (i) CO., LTD. (ii) CO., LTD. (iii)

(i) 100% 2.43% 51.84% 12.46% 27.78% 100.00% 40.51% 31.23% - - - 100% 51.28%
(ii) - 6.48% 16.75% 13.06% - - - 39.26% - - 7.56% - 2.15%
(iii) - 49.74% 31.41% 13.48% - - 59.49% 29.51% 100% 100% - - 3.09%
100% 58.65% 100.00% 39.00% 27.78% 100.00% 100% 100% 100% 100% 7.56% 100% 56.52%
P EGATRON ASROCK ST ARLINK KINSUS PEGAVISION PEGAT RON PEGAT RON Asuspower HUA-YUAN ASFLY AzureWave PEGA Lumens

208
TECHNOLOGY INC. ELECTRONICS Interconnect CORP. JAPAN INC. MEXICO, Corp. Investment TRAVEL SERVICE Technologies, INTERNATIONAL Digital Optics
SERVICE INC. CORP. Technology Corp. S.A. DE C.V. Limited LIMIT ED Inc. LIMIT ED Inc.

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 94%
ASUS ASIAROCK LEADER ST RAT EGY KINSUS KINSUS KINSUS Lumens Lumens Lumens CHIEH-HSIN
SERVICE TECHNOLOGY INSIGHT TECHNOLOGY CORP. HOLDING INVESTMENT Intergration Digit Image Europe INTERNATIONAL

CANADA LIMITED HOLDINGS LTD CO., LT D (USA) (SAMOA)LTD CO., LT D. Inc. Inc. BVBA INC.

100% 100% 100% 100% 56.67% 100%


ASROCK CALROCK FIRSTPLACE KINSUS PEGAVISION Lum ens (Suzhou)
Europe HOLDINGS, INTERNATIONAL HOLDING CORP. Digital Image
B.V. LLC LIMITED (CAYMAN)LTD Inc.

100% 100%
ASROCK KINSUS
AMERICA, INTERCONNECT TECH.

INC. (SUZHOU) CORP.

208
ASUS Organization Chart (2009.12.31) - (5)

UNIHAN
CORP.

100% 100% 12.63%


AMA UNIHAN ABILIT Y
PRECISION HOLDING ENTERPRISE
INC. LT D. CO., LT D.

100% 100% 100% 46% 100% 100% 100% 100% 100% 100%
AMA AMA CASET EK AZUREWAVE(CAYMAN) VIEWQUEST ABILITY ASSOCIATION ACTION PIONEER VIEWQUEST Ability
TECHNOLOGY HOLDINGS HOLDINGS HOLDING INC. TECHNOLOGIES ENTERPRISE INTERNATIONAL INTERNATIONAL TECHNOLOGIES International
CORP. LIMIT ED LT D Note:liquidated (BVI) INC. (BVI) CO.,LTD LIMIT ED LT D. INTERNATIONAL INC. Investment Co., Ltd.

90.51% 100% 100% 100% 100% 51% 100% 100% 100% 36% 100%

209
EXT ECH MET AL T OPT EK KAEDAR KAEDAR UNITED NEW SLIT EK CASET EK Core-T ek AzureWave Ability
LT D T RADINGS PRECISION TRADINGS HOLDINGS LIMIT ED HOLDINGS COMPUTER (Shanghai) Technologies, T echnology
LT D. INDUSTRY CO., LIMITED LT D LT D LT D (SUZHOU) CO., LTD. Limited Inc. (Dongguan) Co., Ltd.

100% 100% 100% 100% 100% 100% 100% 100%


Grandtech FENGSHOU KAEDER AVY PRECISION Eminent Star EzWAVE AZWAVE AzureLighting
Precision T RADING ELECTRONICS ELECTROPLATING Co., Ltd T echnology Holding Technologies,
Ltd. (TONGZHOU) CO. LTD (KUNSHAN) CO., LTD (SUZHOU) CO., LTD Inc. (SAMOA) INC. Inc.

100% 100% 100% 100%


Hannex Jade AzureWave AZURELIGHTING

International Technologies Technologies TECHNOLOGIES

Limited Limited (Shanghai) Inc. INC

100% 66.67% 33.33%


Scientek AzureWave
Nanjiang Technologies
Co., Ltd. (ShenZhen) Inc.

209
(2)Basic Data of Affiliated Enterprises
In thousand NTD / as of 12/31/2009
DATE OF
NAME OF CORPORATION ESTABLISHMENT ADDRESS CAPITAL MAJOR BUSINESS / PRODUCTION ITEMS
ASUS COMPUTER INTERNATIONAL 83.06.21 CA,USA 15,995 Sales and repair service center in North America
Designing, manufacturing, processing and selling
AXUS MICROSYSTEMS INC. 84.12.29 Taipei County 118,200
storage products
ASUS HOLLAND B.V. 89.03.29 Emmen, Netherlands 62,758 Sales and repair service center in Europe
ASUSchannel CORPORATION 92.08.27 British Virgin Islands 1,600 Investing and trading activities
Trading electronic appliances, communication
ASUS Technology Inc. 88.04.20 Taipei City 190,000 appliances, data software, electronic material and
office equipment
eCareme Technologies, Inc. 89.03.24 Taipei City 100,000 Network service
Pegatron International Investment Co.,
98.12.28 Taipei City 100 Investing activities
Ltd.
ASUS INTERNATIONAL LTD. 91.03.08 Cayman Islands 2,870,464 Investing activities
CHANNEL PILOT LIMITED 94.03.30 British Virgin Islands 960,756 Investing and trading activities
ASUS TECHNOLOGY PTE. LTD.
94.04.26 Singapore 959,780 Trading of IT products
(ASTP)
ASUS TECHNOLOGY (HONG KONG)

210
94.11.25 Kowloon, Hong Kong 2,063 Sales and repair service center in Hong Kong
LIMITED
ASUS COMPUTER Benelux B.V. 95.02.21 Emmen, Netherlands 2,305 Sales and service center in Netherlands
ASUS COMPUTER GmbH 80.06.19 BRD, Germany 11,785 Sales and repair service center in Germany
ASUS FRANCE SARL 91.07.12 Paris, France 4,887 Sales and repair service center in France
ASUSTEK (UK) LIMITED 95.04.03 UK 2,580 Sales and service center in UK
ASUS KOREA Co., Ltd. 95.07.01 Korea 49,285 Sales and repair service center in Korea
ASUSTEK COMPUTER (SINGAPORE)
92.10.21 Singapore 455 Sales and repair service center in Singapore
PTE, LTD.
ASUS POLSKA SP.Z.O.O. 94.07.31 Warsaw, Poland 555 Sales and service center in Polska
Asus Technology Private Limited 95.09.13 India 55,047 Sales and repair service center in India
ASUS Technology (Vietnam) Co., LTD. 96.03.01 Vietnam 2,194 Repair service center in Vietnam
ASUSTEK ITALY S.R.L. 89.07.21 Italy 2,213 Sales and service center in Italy
Asus Middle East FZCO 96.10.22 Dubai, UAE 4,355 Sales and repair service center in Middle East
ASUS IBERICA, S.L. 93.05.19 Barcelona, Spain 1,383 Sales and service center in Spain
Researching and developing LCDs, computers,
ASUS Technology (Suzhou) Co. Ltd. 97.03.12 Suzhou, China 481,135 main boards and the peripherals of related
multimedia and network communication products,

210
DATE OF
NAME OF CORPORATION ESTABLISHMENT ADDRESS CAPITAL MAJOR BUSINESS / PRODUCTION ITEMS
and providing after-sales service
Selling notebooks, main boards, medium-sized
computers, high-class personal computers, servers,
ASUSTEK COMPUTER (SHANGHAI) and computer peripherals; importing/exporting,
89.06.09 Shanghai, China 311,148
CO. LTD. wholesaling and integrating mobile communication
equipment; and providing technology consulting
and after-sales services
ASUS Japan Incorporation 97.05.28 Japan 1,736 Sales and repair service center in Japan
ASUS COMPUTER CZECH
94.10.31 Praha, Czech Republic 347 Sales and service center in Czech Republic
REPUBLIC S.R.O.
ASUS EGYPT L.L.C. 97.09.11 Cairo, Egypt 800 Sales and service center in Egypt
DEEP DELIGHT LTD 91.01.23 British Virgin Islands 365,390 Investing and trading activities
ASUS COMPUTER CORPORATION 87.03.26 British Virgin Islands 95,970 Investing and trading activities
UNIMAX HOLDINGS LIMITED 96.02.15 Cayman Islands 207,935 Investing and trading activities
Manufacturing and selling electronic appliances
Unimax Electronics Inc. 96.04.17 Taipei County 213,000
and telecommunication products
ASUSTEK HOLDINGS LIMITED 88.09.20 Cayman Islands 1,709,933 Investing activities
SOUTH TEC ASIA LIMITED 89.02.03 British Virgin Islands 181,063 Investing and trading activities

211
CENTRAL TEC ASIA LIMITED 89.02.03 British Virgin Islands 64,620 Investing and trading activities
Repairing computers, electronic components and
ASUS Computer (Shanghai) Co., Ltd. 89.06.30 Shanghai, China 76,657
related products, and providing after-sales service
ASUS Technology Holland B.V. 96.03.06 Nederland 17,288 Investing and trading activities
ASUS Hungary Services Limited
96.05.10 Hungary 2,095 Sales and repair service center in Hungary
Liability Company
ASUS PORTUGAL, SOCIEDADE
97.05.21 Portugal 1,383 Sales and service center in Portugal
UNIPESSOAL LDA.
Asus Switzerland GmbH 98.05.10 Switzerland 2,466 Sales and service center in Switzerland
Shinewave International Inc. 86.08.06 Taipei City 107,250 Software R&D
Computer security systems, messenger
management systems, and automation systems
eMES (Suzhou) Co., Ltd. 91.03.22 Suzhou, China 8,143
R&D; providing related technology and after-sales
service
Designing products and data software, information
ASMedia Technology Inc. 93.03.31 Taipei City 400,000
processing and supply
GREAT EXTEND INVESTMENT
97.01.03 Samoa Islands 13,201 Providing management consultant service
CORP.

211
DATE OF
NAME OF CORPORATION ESTABLISHMENT ADDRESS CAPITAL MAJOR BUSINESS / PRODUCTION ITEMS
Database service, wired communication,
International United Technology Co., manufacturing mechanical equipment, and
87.06.16 Hsinchu Science Park 250,000
Ltd. (Taiwan) (IUT (Taiwan)) manufacturing, selling and developing ink-jet
printing technology
International United Technology Co.,
91.05.21 Samoa Islands (Note 1) International trading
Ltd.
Hua-Min Investment Co., Ltd. 97.05.27 Taipei City 200,000 Investing activities
MOBOSTAR TECHNOLOGY
91.07.09 British Virgin Islands 1,600 Investing and trading activities
LIMITED
Hua-Cheng Venture Capital Corp. 97.05.27 Taipei City 800,000 Venture capital investing activities
Designing, manufacturing and selling modems,
Askey Computer Corp. 78.11.10 Taipei County 8,156,520 peripheral equipment, transportable equipment and
related spare parts
Askey International Corp. 85.06.28 CA, USA 118,363 Manufacturing and selling communication products
Dynalink International Corp. 85.10.01 British Virgin Islands 1,252,734 Investment in overseas companies
Magic International Co., Ltd. 88.05.13 British Virgin Islands 2,639,998 Investment in overseas companies
Askey (Vietnam) Co., Ltd. 85.11.01 HO CHI MINH CITY, VIETNAM 92,239 Manufacturing and selling communication products

212
Double Tech Limited 90.10.04 British Virgin Islands 1,600 Merchandise trading
Big Profit Limited 95.06.07 Apia, Samoa 1,600 Merchandise trading
Famous Star Investment Limited 95.12.12 Apia, Samoa 641,400 Investment in overseas companies
Askey Technology (Jiangsu) Ltd. 90.08.30 Jiangsu, China 2,604,810 Manufacturing and selling communication products
Ason Technology (Suzhou) Ltd. 96.04.27 Suzhou, China 35,679 Manufacturing and selling communication products
Ashine Technology (Suzhou) Ltd. 96.12.26 Suzhou, China 416,482 Manufacturing and selling communication products
Magicom International Corp. 88.06.23 British West Indies 2,272,250 Investment in overseas companies
Askey Technology (Shanghai) Ltd. 92.07.01 Shanghai, China 116,329 Developing and selling communication products
Leading Profit Co., Ltd. 93.03.12 Port Louis Malritius 1,600 Merchandise trading
UNI Leader International Ltd. 93.09.02 Port Louis Malritius 1,600 Merchandise trading
Openbase Limited 94.01.10 British Virgin Islands 1,600 Merchandise trading
Goodsmart International Ltd. 94.01.07 British Virgin Islands 1,600 Merchandise trading
Developing, constructing and selling real estate
Wujiang Will Star Investments Limited 95.12.26 Wujiang, China 677,872
projects
AGAiT Technology Corporation 98.06.06 Taipei County 200,000 Designing and selling computer peripherals
AGAiTech Holding Limited 98.06.03 Samoa Islands 31,990 Investing and trading activities
Enertronix, Inc. 94.11.24 Taipei City 402,384 Wireless and wired communication equipment
Enertronix International Limited 95.03.30 British Virgin Islands 320 Investing and trading activities
Enertronix Holding Limited 94.12.21 British Virgin Islands 410,592 Investing and trading activities

212
DATE OF
NAME OF CORPORATION ESTABLISHMENT ADDRESS CAPITAL MAJOR BUSINESS / PRODUCTION ITEMS
Shandong Enertronix Co., Ltd. 95.03.30 Shandong, China 199,759 Manufacturing and selling electronic parts
Huizhou Enertronix Co., Ltd. 95.03.30 Huizhou, China 250,569 Manufacturing and selling new electronic parts
Designing, manufacturing, maintaining and selling
Pegatron Corporation 96.02.27 Taipei City 22,860,539
computer peripherals and audio-video product
PEGATRON USA, INC 97.01.03 CA, USA 15,995 Sales and repair service center in North America
ASUSPOWER INVESTMENT CO.,
86.12.31 Taipei City 8,419,000 Investing activities
LTD.
ASUS INVESTMENT CO., LTD. 87.03.24 Taipei City 9,086,000 Investing activities
ASUSTEK INVESTMENT CO., LTD. 87.03.24 Taipei City 8,727,000 Investing activities
ADVANSUS COMPUTER CO., LTD 95.01.27 Taipei City 360,000 Manufacturing computer peripherals
Designing, manufacturing, maintaining and selling
Unihan Corporation 96.02.27 Taipei City 8,401,050
computer peripherals and audio-video product
Unihan Holding Ltd. 96.09.07 Cayman Islands 6,769,085 Investing activities
CASETEK HOLDINGS LIMITED 88.08.13 British Virgin Islands 4,417,809 Investing and trading activities
Manufacturing, developing and selling computers,
Casetek Computer (Suzhou) Co., Ltd. 89.02.17 Suzhou, China 2,000,569 computer parts, and application systems, and
after-sales service

213
SLITEK HOLDINGS LIMITED 95.10.26 Samoa Islands 38,708 Investing and trading activities
KAEDAR HOLDINGS LIMITED 97.06.30 Hong Kong 799,750 Investing and trading activities
KAEDER ELECTRONICS
89.12.27 Kunshan, China 644,818 Tooling module of stainless steel computer cases
(KUNSHAN) CO., LTD
KAEDAR TRADING LTD. 97.05.30 Samoa Islands 159,950 Investing and trading activities
Researching and producing notebook parts,
designing nonmetal tooling, electronic specific
Core-Tek (Shanghai) Limited 97.09.18 Shanghai, China 384,012 equipment and related products, repairing and
producing precision equipment, and providing
after-sales service
UNITED NEW LIMITED 91.08.28 Samoa Islands 1,091,179 Investing and trading activities
AVY PRECISION ELECTROPLATING Manufacturing and selling electronic parts, camera
87.12.09 Suzhou, China 1,115,626
(SUZHOU) CO., LTD. parts and accessories
PEGATRON JAPAN INC. 89.11.15 Chiba-ken, Japan 32,000 Sales and repair service center in Japan
PEGA INTERNATIONAL LIMITED 96.06.27 Taipei County 2,000 Design service and sales
PEGATRON TECHNOLOGY
90.02.12 Kentucky, USA 1 Sales and repair service center in North America
SERVICE INC.
Asfly Travel Service Limited 94.01.24 Taipei City 11,000 Travel agency
Hua-Yuan Investment Limited 96.12.11 Taipei City 500,000 Investing activities

213
DATE OF
NAME OF CORPORATION ESTABLISHMENT ADDRESS CAPITAL MAJOR BUSINESS / PRODUCTION ITEMS
ASUSPOWER CORPORATION 87.02.13 British Virgin Islands 11,164,510 Investing and trading activities
PEGATRON MEXICO S.A.DE C.V. 91.09.04 Chihuahua, Mexico 773,856 Sales and re[air service center in Mexico
Pegatron Holding Ltd. 96.09.07 Cayman Islands 21,119,720 Investing activities
MAGNIFICENT BRIGHTNESS
88.03.10 British Virgin Islands 5,692,975 Investing and trading activities
LIMITED
Manufacturing, developing and selling power
supply units, computer cases, computer systems,
Maintek Computer (Suzhou) Co., Ltd. 88.04.21 Suzhou, China 8,372,903
notebooks, main boards, computer peripherals and
maintenance service
PROTEK GLOBAL HOLDINGS
93.02.17 British Virgin Islands 7,455,270 Investing and trading activities
LIMITED
R&D, manufacturing and assembling satellite
communication systems equipments, satellite
navigator receiving equipments and key parts,
mobile phones, medium and large-sized computers,
Protek (Shanghai) Limited 93.09.21 Shanghai, China 11,251,220
portable micro calculator, printing equipments and
electronic components; wholesaling of the products

214
mentioned above, and repairing and design of
related products.
NORTH TEC ASIA LTD 89.02.03 British Virgin Islands 2,400,850 Investing and trading activities
ASAP TECHNOLOGY (JIANGXI) CO., Manufacturing and selling data transit wire and
97.03.19 Jiangxi, China 472,830
LIMITED. cable
COTEK HOLDINGS LIMITED 88.08.13 British Virgin Islands 392,197 Investing and trading activities
R&D, manufacturing and selling new electronic
Cotek Electronics (Suzhou) Co., Ltd. 89.02.17 Suzhou, China 465,359 components, providing mold technology, and
providing after-sales service
Top Quark Limited 96.12.04 Hong Kong 241,525 Investing and financial holding activities
Manufacturing and selling computer parts and
peripherals of digital automatic data processors,
RUNTOP (SHANGHAI) CO., LTD. 90.09.17 Shanghai, China 176,025
multimedia computer system accessories, power
supply units, network switches, and modems
DIGITEK GLOBAL HOLDINGS
93.03.31 British Virgin Islands 1,600 Investing and trading activities
LIMITED
POWTEK HOLDINGS LTD 89.02.11 British Virgin Islands 257,520 Investing and trading activities
Selling main boards, computer peripherals,
Powtek (Shanghai) Co., Ltd. 94.10.08 Shanghai, China 285,069 notebooks, servers and software, and after-sales
service

214
DATE OF
NAME OF CORPORATION ESTABLISHMENT ADDRESS CAPITAL MAJOR BUSINESS / PRODUCTION ITEMS
ASUS HOLLAND HOLDING B.V. 91.07.22 Emmen, Netherlands 1,380,511 Investing activities
PEGATRON CZECH S.R.O. 91.10.21 Czech Republic 1,470,544 Installing, repairing and selling electronic products
BOARDTEK HOLDINGS
98.12.16 Cayman Islands 3,199,000 Investing and trading activities
LIMITED(CAYMAN)
BOARDTEK HOLDINGS LIMITED 88.08.13 British Virgin Islands 1,666,224 Investing and trading activities
Developing, manufacturing and selling new
Boardtek Computer (Suzhou) Co., Ltd. 89.02.17 Suzhou, China 1,941,837 electronic components, circuit boards and related
products, and after-sales service
BOARDTEK (H.K.) HOLDINGS
98.03.19 Hong Kong 825 Trading activities
LIMITED
ASLINK PRECISION CO., LTD 94.05.30 Cayman Islands 610,793 Investing and trading activities
ASLINK (H.K.) PRECISION CO.,
94.09.15 South KLN, Hong Kong 153,072 Investing and trading activities
LIMITED
ASAP INTERNATIONAL CO.,
97.01.29 Hong Kong 479,850 Investing activities
LIMITED
Ability Technology (Dongguan) Co.,
81.12.29 Dongguan, China 791,538 Manufacturing and selling digital cameras
Ltd.

215
Researching, manufacturing and selling computer
Lumens Digital Optics Inc. 87.06.06 Hsinchu County 200,000
data projectors and related peripherals
Selling computer communication products and
Lumens Integration Inc. 94.10.01 CA, USA 38,740
peripherals
Lumens Digit Image Inc. 92.11.11 Samoa Islands 7,998 Investing activities
Selling computer communication products and
Lumens Europe BVBA 97.11.13 Belgium 6,915
peripherals
Jie Xin Inc. 94.11.09 Hsinchu County 1,000 Manufacturing and wholesaling electronic parts
Researching, manufacturing and selling projectors,
Lumens (Suzhou) Digital Image Inc. 95.09.22 Suzhou, China 9,252 projection screens and related products, and
after-sales service
Data storage and processing equipment,
manufacturing wired and wireless communication
AsRock Inc. 91.05.22 Taipei County 1,150,416
equipment, and wholesaling of computer
equipment and electronic components
ASIAROCK TECHNOLOGY LTD 91.07.25 British Virgin Islands 1,279,600 Database management service
Manufacturing and selling database storage and
ASROCK EUROPE B.V. 91.09.16 Nijmegen, Netherlands 9,220
processing equipment
CALROCK HOLDINGS, LLC 92.01.29 CA, USA 63,980 Office building leasing

215
DATE OF
NAME OF CORPORATION ESTABLISHMENT ADDRESS CAPITAL MAJOR BUSINESS / PRODUCTION ITEMS
LEADER INSIGHT HOLDINGS LTD 92.02.19 British Virgin Islands 67,179 Investing activities
FIRSTPLACE INTERNATIONAL LTD 92.02.19 British Virgin Islands 65,580 Investing activities
Database service and trading of electronic
ASROCK AMERICA, INC. 92.02.19 CA, USA 63,980
components
Manufacturing electronic parts and plastic
Starlink Electronics Corporation 87.04.15 Taipei County 690,000 products, and manufacturing and wholesaling
electronic components
STRATEGY TECHNOLOGY CO., LTD 90.05.22 British Virgin Islands - Investing and trading activities
Manufacturing electronic parts, wholesaling and
Kinsus Interconnect Technology Corp. 89.09.11 Taoyuan County 4,460,000 retailing electronic components, and providing
business management consultant service
Developing and designing new technology and
KINSUS CORP.(USA) 89.10.11 CA, USA 15,995 products; analyzing marketing strategy and
developing new customers
KINSUS HOLDING (SAMOA)
95.12.04 Samoa Islands 1,599,500 Investing activities
LIMITED
KINSUS HOLDING (CAYMAN)

216
95.12.05 Cayman Islands 1,599,500 Investing activities
LIMITED
Kinsus Interconnect Technology
96.04.09 Suzhou, China 1,620,607 Manufacturing and selling circuit boards
(Suzhou) Corp.
PEGAVISION CORPORATION 98.08.26 Taoyuan County 360,000 Manufacturing medical equipment
KINSUS INVESTMENT CO.,LTD. 98.08.12 Taoyuan County 500,000 Investing activities
AMA Precision Inc. 94.03.31 Taipei City 520,000 Designing and developing computer parts
AMA TECHNOLOGY
93.11.22 Belize, Central America. 9,597 Trading of computer peripherals
CORPORATION
AMA Holdings Limited 95.11.06 Samoa Islands 164,171 Investing activities
EXTECH LTD. 95.11.21 Samoa Islands 67,435 Trading of electronic parts
METAL TRADINGS LTD. 96.01.03 Samoa Islands 67,403 Trading activities
FengShuo Trading (TongZhou) Co., Ltd. 96.04.29 TongZhou, China 70,747 Trading activities
Toptek Precision Industry (Suzhou) Co., Manufacturing and selling new electronic parts and
94.09.29 Suzhou, China 205,777
Ltd. premium hardware
Grandtech Precision (TongZhou) Co., Manufacturing, developing and selling electronic
96.02.09 TongZhou, China 74,501
Ltd. parts
Manufacturing office machinery, electronic parts,
AzureWave Technologies, Inc. 94.04.22 Xindian City, Taipei County 902,735 and computer peripherals, and selling precision
equipment and digital cameras

216
DATE OF
NAME OF CORPORATION ESTABLISHMENT ADDRESS CAPITAL MAJOR BUSINESS / PRODUCTION ITEMS
EZWave Technologies, Inc. 93.09.15 Taipei County 5,000 Selling computer peripherals
Azwave Holding (Samoa) Inc. 96.03.01 Samoa Islands 383,880 Investing activities
AzureWave Technologies (Shanghai)
96.04.27 Shanghai, China 328,129 Manufacturing of electronic parts
Inc.
EMINENT STAR CO., LTD. 88.11.09 British Virgin Islands 12,410 Investing activities
HANNEX INTERNATIONAL
93.03.12 Cayman Islands 5,702 Investing activities
LIMITED
Designing, researching, and selling computer
Scientek Nanjing Co., Ltd. 93.05.12 Nanjing, China 58,080
products
JADE TECHNOLOGIES LIMITED 91.09.30 Brunei 1,433 Investing activities
Azurewave Technology (Shenzhen) Co., Designing, researching, and selling computer
91.07.15 Shenzhen, China 104,670
Ltd. products
AzureLighting Technologies, Inc. 92.12.31 Taipei County 20,000 Manufacturing and selling of LED lights
AZURELIGHTING TECHNOLOGIES Manufacturing and selling of LED, inside and
98.09.16 Yangzhou, China 63,968
INC. outside lightings
Selling computer peripherals, office automation
Ability Enterprise Co., Ltd. 54.05.21 Taipei City 4,374,014 equipment, and digital cameras; retailing/

217
wholesaling of food products; and leasing
ABILITY ENTERPRISE (BVI) CO.,
78.03.21 British Virgin Islands 820,064 Investing activities
LTD.
ACTION PIONEER INTERNATIONAL
81.09.09 PORT LOUIS MAURITIUS 63,980 Trading activities
LTD.
ASSOCIATION INTERNATIONAL
83.11.12 Samoa Islands 38,388 Investing activities
LTD.
VIEWQUEST TECHNOLOGIES (BVI) Manufacturing and selling computer peripherals,
77.10.22 British Virgin Islands 212,094
INC. digital cameras and electronic components
VIEWQUEST TECHNOLOGIES Selling computer peripherals, digital cameras and
77.01.23 CA, USA 47,985
INTERNATIONAL INC. electronic components
Ability International Investment Co.,
75.08.15 Taipei City 573,133 Investing activities
Ltd.
Note 1: ASUSTeK had International United Co., Ltd. setup in SAMOA WESTERN in 2002; however, ASUSTeK had not transferred out any fund up to December 31, 2009.
Note 2: The paid-in capital involved foreign currency was exchanged under foreign exchange rate.

217
(5)Directors, Supervisors and Presidents of Affiliated Enterprises
As of 12/31/2009
SHAREHOLDING
NAME OF CORPORATION TITLE NAME OF PERPRESENTATIVE
SHARES %
Chairman Asustek Computer Inc.(Representative:Jonathan Tsang) 19,000,000 100.00%
Director Asustek Computer Inc.(Representative:Jonney Shih) - -
ASUS TECHNOLOGY INC.
Director & President Asustek Computer Inc.(Representative:Jerry Shen) - -
Supervisor Asustek Computer Inc.(Representative:Sandy Wei) - -
Chairman Asustek Computer Inc.(Representative:T.H. Tung) 2,286,053,935 100.00%
Director Asustek Computer Inc.(Representative:Ted Hsu) - -
Pegatron Corporation
Director & President Asustek Computer Inc.(Representative:Jason Cheng) - -
Supervisor Asustek Computer Inc.(Representative:Jerry Shen) - -
Chairman Asustek Computer Inc.(Representative:T.H. Tung) 100,000 100.00%
Pegatron International Investment Director Asustek Computer Inc.(Representative:Ted Hsu) - -
Co., Ltd. Director Asustek Computer Inc.(Representative:Jason Cheng) - -
Supervisor Asustek Computer Inc.(Representative:Vincent Hong) - -
Chairman Asustek Computer Inc.(Representative:Cheng-kuei Lin*) 815,640,733 100.00%
Director Asustek Computer Inc.(Representative:Jonney Shih) - -
Askey Computer Corporation
Director & President Asustek Computer Inc.(Representative:Yu-Zhong Huang*) - -
Supervisor Asustek Computer Inc.(Representative:Sharon Su) - -
Chairman Pegatron Corporation(Representative:Jerry Shen) 40,238,437 100.00%
Director & President Pegatron Corporation(Representative:T.C. Chen) - -
Enteronix, Inc.
Director Pegatron Corporation(Representative:S.Y. Shian) - -
Supervisor Pegatron Corporation(Representative:Mark Lee) - -
Chairman Asustek Computer Inc.(Representative:Jerry Shen) 20,000,000 100.00%
Director & President Asustek Computer Inc.(Representative:T.C. Chen) - -
AGAiT Technology Corporation
Director Asustek Computer Inc.(Representative:Jonney Shih) - -
Supervisor Asustek Computer Inc.(Representative:Mark Lee) - -
Chairman Asustek Computer Inc.(Representative:Jonney Shih) 80,000,000 100%
Director Asustek Computer Inc.(Representative:Jonathan Tsang) - -
Hua-Cheng Venture Capital Corp.
Director Asustek Computer Inc.(Representative:Jerry Shen) - -
Supervisor Asustek Computer Inc.(Representative:David Chang) - -
Chairman Asustek Computer Inc.(Representative:Jonney Shih) 20,000,000 100%
Director Asustek Computer Inc.(Representative:Jonathan Tsang) - -
Hua-Min Investment Co., Ltd.
Director Asustek Computer Inc.(Representative:Jerry Shen) - -
Supervisor Asustek Computer Inc.(Representative:David Chang) - -
Chairman Asustek Computer Inc.(Representative:Jonney Shih) 10,046,980 85.00%
Director Asustek Computer Inc.(Representative:Jonathan Tsang) - -
AXUS MICROSYSTEMS INC. Director Asustek Computer Inc.(Representative:Jerry Shen) - -
Supervisor Asustek Computer Inc.(Representative:Sandy Wei) - -
President Jeffer Wang 393,999 3.33%
Chairman Asustek Computer Inc.(Representative:Eric Chen) 7,700,000 77.00%
Director Asustek Computer Inc.(Representative:Tom-Wk Lin) - -
Director Asustek Computer Inc.(Representative:Samson Hu) - -
eCareme Technologies, Inc. Director Chung-Yuan Chu* 1,185,714 11.86%
Director & President Han-Chang Wu* 428,583 4.29%
Supervisor Asustek Computer Inc.(Representative:Mark Lee) - -
Supervisor Hou-Sheng Li* 440,714 4.41%
Chairman Asustek Computer Inc.(Representative:Jerry Shen) 24,193,000 60.48%
Director & President Asustek Computer Inc.(Representative:Che-Wei Lin*) - -
ASMEDIA TECHNOLOGY INC.
Director Asustek Computer Inc.(Representative:HH Cheng) - -
Supervisor Asustek Computer Inc.(Representative:Sandy Wei) - -
Chairman Asustek Computer Inc.(Representative:Jerry Shen) 14,181,707 56.73%
International United Technology Director & President Asustek Computer Inc.(Representative:Daniel Lan) - -
Co., Ltd. Director HUA ENG WIRE & CABLE CO.,LTD. (Representative:MS 2,384,570 9.54%
Lin*)

218

218
SHAREHOLDING
NAME OF CORPORATION TITLE NAME OF PERPRESENTATIVE
SHARES %
Supervisor Asustek Computer Inc.(Representative:Mark Lee) - -
Supervisor China International Investment Co., Ltd.(Representative:JP Hsieh) 215,500 0.86%
Chairman Asustek Computer Inc.(Representative:H.C. Hung) 5,469,750 51.00%
Director Asustek Computer Inc.(Representative:Jonney Shih) - -
SHINEWAVE INTERNATIONAL INC. Director Mercuries Data Systems Ltd.(Representative:Shiang-Jhong Chen*) 1,072,000 10.00%
Supervisor Asustek Computer Inc.(Representative:CK Hsieh) - -
President CHUN-HUA YU 264,000 2.46%
Chairman Asustek Computer Inc.(Representative:Jonney Shih) 100,000 100%
GREENASUS RECYCLING CO., Director Asustek Computer Inc.(Representative:Jason Cheng) - -
LTD. (be liquidated) Director Asustek Computer Inc.(Representative:Sandy Wei) - -
Supervisor Asustek Computer Inc.(Representative:James Huang) - -
Director Asustek Computer Inc.(Representative:Jonney Shih) 50,000 100%
Director Asustek Computer Inc.(Representative:T.H. Tung) - -
ASUS COMPUTER INTERNATIONAL
Director Asustek Computer Inc.(Representative:Ivan Ho) - -
President Steve Chang - -
Asustek Holdings Limited Chairman & President Asustek Computer Inc.(Representative:Jonney Shih) 53,452,104 100%
ASUS INTERNATIONAL LTD Chairman Asustek Computer Inc.(Representative:Jonney Shih) 89,730,042 100%
Asus Holland B. V. Chairman & President Asustek Computer Inc.(Representative:Jonney Shih) 30,000,000 100%
ASUSCHANNEL corp. Chairman & President Asustek Computer Inc.(Representative:Jonney Shih) 50,000 100%
DEEP DELIGHT LTD Chairman ASUS INTL LTD(Representative:Jonney Shih) 11,422,000 100%
Asus Computer Corp. Chairman & President ASUS INTL LTD(Representative:Jonney Shih) 3,000,000 100%
Central Tec Asia Ltd. Chairman & President Asustek Holdings Limited(Representative:Jonney Shih) 2,020,000 100%
South Tec Asia Ltd. Chairman & President Asustek Holdings Limited(Representative:Jonney Shih) 5,660,000 100%
ENERTRONIX INTERNATIONAL LIMITED Chairman Enertronix, Inc. (Representative:Jerry Shen) 10,000 100%
ENERTRONIX HOLDING LIMITED Chairman Asustek Holdings Limited (Representative:Jerry Shen) 12,835,000 100%
ASUS UNITED TECHNOLOGY
(GUANGZHOU) CO., LTD. Chairman South Tec Asia Ltd.(Representative:Jackie Hsu) - 100%
(be liquidated)
ASUS COMPUTER (SHANGHAI) CO., LTD. Chairman Central Tec Asia Ltd.(Representative:David Wu) - 100%
Shandong Enertronix Electronic Co., ENERTRONIX HOLDINGS LTD
Director - 100%
Ltd. (be liquidated) (Representative:Hwa-Rong Jeng*)
Enertronix (HuiZhou) Co., Ltd. Director ENERTRONIX HOLDINGS LTD(Representative:T.C.Chen) - 100%
SHINEWAVE INTERNATIONAL INC.
eMES (SHUZHOU) CO., LTD. Chairman - 100%
(Representative:Jiunn-Hwa Yu*)
UNIMAX HOLDINGS LIMITED Director ASUS INTL LTD(Representative:Jonney Shih) 6,500,000 100%
Director 21,300,000
UNIMAX HOLDINGS LIMITED(Representative:Jonathan Tsang) 100%
Director UNIMAX HOLDINGS LIMITED(Representative:Justin Lin) - -
UNIMAX ELECTRONICS INC.
Director & President UNIMAX HOLDINGS LIMITED(Representative:Chih-Peng wu) - -
Supervisor UNIMAX HOLDINGS LIMITED(Representative:Mark Lee) - -
CHANNEL PILOT LTD. Chairman ASUS INTL LTD(Representative:Jonney Shih) 30,033,000 100%
Chairman CHANNEL PILOT LTD. (Representative:Jonathan Tsang) 30,002,500 100%
ASUS TECHNOLOGY PTE LTD. Director CHANNEL PILOT LTD. (Representative:Benson Lin) - -
Director CHANNEL PILOT LTD. (Representative:Darwin Wu) - -
ASUS TECHNOLOGY (HONG Chairman ASUS TECHNOLOGY PTE LTD.(Representative:Jonathan Tsang) 500,000 100%
KONG) LIMITED Director ASUS TECHNOLOGY PTE LTD.(Representative:Benson Lin) - -
ASUSTEK COMPUTER
Director ASUS TECHNOLOGY PTE LTD.(Representative:Peter Shih) - 100%
(SHANGHAI) CO. LTD.
ASUS COMPUTER Czech Republic Director ASUS TECHNOLOGY PTE LTD.(Representative:Steve Chang) - 100%
s.r.o. Director ASUS TECHNOLOGY PTE LTD.(Representative:Jeremin Hsieh) - -
ASUS COMPUTER GmbH Director ASUS TECHNOLOGY PTE LTD.(Representative:Eric Chen) - 100%
ASUS COMPUTER Benelux B.V. Director ASUS TECHNOLOGY PTE LTD.(Representative:Eric Chen) - 100%
ASUSTEK (UK) LIMITED Director ASUS TECHNOLOGY PTE LTD.(Representative:Benjamin Yeh) - 100%

219
SHAREHOLDING
NAME OF CORPORATION TITLE NAME OF PERPRESENTATIVE
SHARES %
ASUS FRANCE SARL Director ASUS TECHNOLOGY PTE LTD.(Representative:Madeleine Hung) - 100%
ASUSTEK ITALY S.R.L. Director ASUS TECHNOLOGY PTE LTD.(Representative:Eric Chen) - 100%
Chairman ASUS TECHNOLOGY PTE LTD.(Representative:Jonathan Tsang) 358,433 100%
ASUS KOREA CO., LTD. Director ASUS TECHNOLOGY PTE LTD.(Representative:Bensom Lin) - -
Director ASUS TECHNOLOGY PTE LTD.(Representative:Kevin Du) - -
ASUS POLSKA SP.z.o.o. Director ASUS TECHNOLOGY PTE LTD.(Representative:Eric Chen) 1,000 100%
ASUSTEK COMPUTER (Singapore)
Director ASUS TECHNOLOGY PTE LTD.(Representative:Darwin Wu) 20,002 100%
PTE, LTD.
Chairman ASUS TECHNOLOGY PTE LTD.(Representative:Jonathan Tsang) 8,040,797 100%
ASUS TECHNOLOGY PRIVATE LIMITED Director ASUS TECHNOLOGY PTE LTD.(Representative:Darwin Wu) - -
Director ASUS TECHNOLOGY PTE LTD.(Representative:Albert Tung) - -
ASUS IBERICA S.L. Director ASUS TECHNOLOGY PTE LTD.(Representative:Eric Chen) 3,000 100%
ASUS Technology Holland B.V. Director ASUS TECHNOLOGY PTE LTD.(Representative:Jonathan Tsang) 200,000 100%
ASUS Hungary Services Limited
Director Asus Technology Holland B.V.(Representative:Eric Chen) 50,000 100%
Liability Company
ASUS PORTUGAL, SOCIEDADE Asus Technology Holland B.V.(Representative:Sean
Director 30,000 100%
UNIPESSOAL LDA Chen)
ASUS SWITZERLAND GmbH Director Asus Technology Holland B.V.(Representative:Eric Chen) 800 100%
ASUS Technology (Vietnam) Co., LTD. Director ASUS TECHNOLOGY PTE LTD.(Representative:Jonathan Tsang) - 100%
Chairman ASUS TECHNOLOGY PTE LTD.(Representative:Jonathan Tsang) 5 100%
Director ASUS TECHNOLOGY PTE LTD.(Representative:BensonLin) - -
Asus Middle East FZC
Director ASUS TECHNOLOGY PTE LTD.(Representative:Chen-Hung - -
Su*)
Chairman ASUS TECHNOLOGY PTE LTD.(Representative:Kevin Du) 500 100%
Asus Japan Incorporation
Director ASUS TECHNOLOGY PTE LTD.(Representative:Hideki Sato) - -
Chairman ASUS TECHNOLOGY PTE LTD.(Representative:Jonathan - 0.1%
ASUS EGYPT L.L.C. Tsang)
Director CHANNEL PILOT LTD.(Representative:Jonney Shih) - 99.9%
ASUS Technology (Suzhou) Co. Ltd. Director ASUS TECHNOLOGY PTE LTD.(Representative:Victor Kao) - 100%
AGAiTech Holding Ltd. Director AGAiT Technology Corporation(Representative:Jerry Shen) 1,000,000 100%
MOBOSTAR TECHNOLOGY
Director DEEP DELIGHT LTD(Representative:Jonney Shih) 50,000 100%
LTD.
International United Technology Co., Ltd. Director International United Technology Co., Ltd. (Representative:Jerry Shen) - 100%
GREAT EXTEND INVESTMENT CORP. Director ASMEDIA TECHNOLOGY INC. (Representative:Che-Wei Lin*) 412,662 100%
Dynalink International Corporation Director Askey Computer Corp. (Representative:Cheng-Kuei Lin*) 39,160,172 100%
Magic International Company Limited Director Askey Computer Corp. (Representative:Cheng-Kuei Lin*) 82,525,738 100%
Askey International Corporation Director Askey Computer Corp. (Representative:Cheng-Kuei Lin*) 3,700,000 100%
Magic International Company Limited(Representative:Cheng-Kuei
Magicom International Corporation Director 71,030,000 100%
Lin*)
Magic International Company Limited(Representative:Cheng-Kuei
Leading Profit Company Limited Director 50,000 100%
Lin*)
Magic International Company Limited(Representative:Cheng-Kuei
Uni Leader International Limited Director 50,000 100%
Lin*)
Magic International Company Limited(Representative:Cheng-Kuei
Goodsmart International Limited Director 50,000 100%
Lin*)
Magic International Company Limited(Representative:Cheng-Kuei
Openbase Limited Director 50,000 100%
Lin*)
Double Tech Limited Director Dynalink International Corporation(Representative:Cheng-Kuei Lin*) 50,000 100%
Askey (Vietnam) Company Limited
Director Dynalink International Corporation(Representative:Cheng-Kuei Lin*) 2,883,359 100%
(be liquidated)
BIG Profit Ltd. Director Dynalink International Corporation(Representative:Cheng-Kuei Lin*) 50,000 100%
Famous Star Investments Ltd. Director Dynalink International Corporation(Representative:Cheng-Kuei Lin*) 20,050,000 100%

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