Report of Foreign Issuer (6-k)
07 Mai 2020 - 12:11PM
Edgar (US Regulatory)
FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
May 7, 2020
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Commission File Number
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001-31335
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AU
Optronics Corp.
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(Translation
of registrant’s name into English)
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No.
1 Li-Hsin Road 2
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Hsinchu
Science Park
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Hsinchu,
Taiwan
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(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
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Form
20-F X Form 40-F ___
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other
document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized
(the
registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are
traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to
the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission
or other Commission filing on EDGAR.
Indicate
by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If
"Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not
applicable
INDEX
TO EXHIBITS
Item
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1.
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Taiwan
Stock Exchange filing entitled, “The board of directors of the Company resolved
to demerge the business of the General Display and the Public Information Display and
the Demerger Proposal ”, dated May 7, 2020.
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2.
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Taiwan
Stock Exchange filing entitled, “Supplementary announcement for the Board to resolve
to convene 2020 Annual General Shareholders' Meeting (Addition of Matters for Discussion)”,
dated May 7, 2020.
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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AU
Optronics Corp.
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Date: May 7, 2020
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By:
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/s/ Benjamin Tseng
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Name:
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Benjamin Tseng
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Title:
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Chief Financial Officer
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Item 1
AU Optronics
Corp.
May 7, 2020
English Language
Summary
Subject:
The board of directors of the Company resolved to demerge the business of the General Display and the Public Information Display
and the Demerger Proposal
Regulation:
Published pursuant to Article 4-11 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date of events:2020/05/06
Contents:
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1.
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Type of merger/acquisition (e.g. merger,
consolidation, spin-off ,acquisition, or receiving assignment of shares):
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Spin-off
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2.
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Date of occurrence of the event:
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2020/05/06
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3.
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Names of companies participating in
the merger (e.g.name of the other company participating in the merger or consolidation,
newly established company in a spin-off, acquired company, or company whose shares are
taken assignment of):
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(1)
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Demerged company: the Company
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(2)
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Existing company assuming the business:
Da Qing Corporation (which currently is a preparatory office)
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4.
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Counterparty (e.g.name of the other
company participating in the merger or consolidation, company taking assignment of the
spin-off, or counterparty to the acquisition or assignment of shares):
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Da Qing Corporation
(the preparatory office), which is the wholly-owned subsidiary of the Company.
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5.
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Relationship between the counterparty
and the Company (investee company in which the Company has re-invested and has shareholding
of XX%), and explanation of the reasons for the decision to acquire, or take assignment
of the shares of, an affiliated enterprise or related person, and whether it will affect
shareholders' equity:
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(1)
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Da Qing Corporation is a wholly
owned subsidiary of the Company.
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(2)
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This demerger belongs to organization
restructuring, the value of the shares to be acquired by the Company is the same as the
business to be demerged and will not affect the rights of the Company’s existing
shareholders.
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6.
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Purpose/objective of the merger/acquisition:
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To promote the Company's
plan of value transformation, to accelerate the extension of the value chain and improve the overall operating performance.
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7.
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Anticipated benefits of the merger/acquisition:
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Da Qing Corporation
will focus on the General Display (hereafter referred to as “GD”) and the Public Information Display (hereafter referred
to as “PID”) business, and will be able to utilize the resources more effectively to promote the plan of value transformation
and to extend the value chain.
In addition, this demerger
can help Da Qing Corporation to seize the opportunities for upstream and downstream vertical integration strategic cooperation,
and increase the flexibility of strategic cooperation.
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8.
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Effect of the merger or consolidation
on net worth per share and earnings per share:
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Since the business will
to be demerged and transferred to the Company's wholly-owned subsidiary, there will be no impact on book value per share and EPS
in the consolidated financial statements.
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9.
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Share exchange ratio and basis of its
calculation:
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(1)
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Share exchange ratio: The business
value of the GD and the PID business that the Company transfers to Da Qing Corporation
by way of demerger (hereafter referred to as “Demerger”) is NTD 368,555 thousand.
With NTD 10 against 1 new common share issued by Da Qing Corporation, the Company will
acquire a total of 36,855,500 common shares from Da Qing Corporation. Where any remaining
business value is insufficient to exchange for one share, Da Qing Corporation shall,
within 30 days after change of the registration, pay the Company by cash on a lump-sum
basis against such business value.
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(2)
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Basis of the calculation: The aforementioned
share exchange ratio is determined with reference to the book value of the assets and
liabilities of the Company to be transferred under the Demerger, the book value per share
of the Company, and the share exchange ratio of the Demerger as advised in the opinion
of independent experts.
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10.
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Do the CPA, lawyer or underwriter
issue an unreasonable opinion?:
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No
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11.
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Name of the CPA firm, law firm or
underwriter’s company:
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Ernst & Young CPAs
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12.
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Name of the CPA or lawyer:
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Chih-Chung Chen accountant
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13.
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The practice certificate number of
the CPA or lawyer:
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Jin-Guan-Jeng-Shen-Tzu
No. 1040030902
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14.
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Scheduled timetable for consummation:
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The record date of the
Demerger (hereafter referred to as “Record Date”) is indicatively to be set on January 1, 2021. Any adjustment of
the Record Date, if required, shall be determined by the Board of Directors of the Company (hereafter referred to as “the
Board”) authorized by the shareholders’ meeting of the Company (hereafter referred to as “the Shareholders Meeting”)
and the director of Da Qing Corporation (hereafter referred to as “Da Qing Director”).
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15.
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Matters related to assumption by the
existing company or new company of rights and obligations of the extinguished (or spun-off)
company:
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(1)
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All assets and liabilities the
Company transfers under the Demerger and all the effective rights and obligations as
of the Record Date shall be generally assumed by Da Qing Corporation on the Record Date
pursuant to relevant laws. The Company shall cooperate in carrying out required procedures,
if any.
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(2)
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Except that the liabilities to
be transferred under the Demerger are separable from the debts of the Company prior to
the Demerger, Da Qing Corporation shall, together with the Company, take joint and several
liability for such debts pursuant to Article 35, Paragraph 7 of the Business Mergers
and Acquisitions Act within the scope of the Company's capital contribution for the transferred
business. However, the creditor’s right to claim for the performance of such joint
and several liabilities shall be eliminated if the creditor did not exercise such right
within 2 years after the Record Date.
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16.
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Basic information of companies participating
in the merger:
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Not applicable.
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17.
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Matters related to the spin-off (including
estimated value of the business and assets planned to be assigned to the existing company
or new company; the total number and the types and volumes of the shares to be acquired
by the split company or its shareholders; matters related to the reduction, if any, in
capital of the split company) (note: not applicable other than where there is announcement
of a spin-off):
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(1)
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Business value of the transfer:
The calculation is based on the assets minus liabilities to be transferred under the
Demerger. The estimated value is NTD 368,555 thousand.
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(2)
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Assets to be transferred: The estimated
value is NTD 4,495,356 thousand.
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(3)
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Liabilities to be transferred:
The estimated value is NTD 4,126,801 thousand.
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(4)
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Number of shares the Company acquired:
The business value of the Demerger will be paid by the new common shares issued by Da
Qing Corporation with NTD 10 per share. The Company will acquire a total of 36,855,500
common shares from Da Qing Corporation. Where any remaining business value is insufficient
to exchange for one share, Da Qing Corporation shall, within 30 days after change of
the registration, pay the Company by cash on a lump-sum basis against such business value.
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(5)
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The business value and the amount
of the assets and liabilities as mentioned above are tentatively calculated with reference
to the book value of the audited financial statement of the Company prepared on December
31, 2019. The actual amount shall be defined pursuant to the book value on the Record
Date.
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(6)
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Where adjustment of the assets
or liabilities transferred under the Demerger is required, the Board, as authorized by
the Shareholders Meeting, and the Da Qing Director may negotiate for such adjustment.
The same process shall apply in the event that adjustment of the business value or the
ratio of the number of shares issued by Da Qing Corporation is required.
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18.
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Conditions and restrictions on future
transfers of shares resulting from the merger or acquisition:
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None
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19.
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Other important stipulations:
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(1)
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Upon the incorporation of Da Qing
Corporation, all rights and obligations of the preparatory office of Da Qing Corporation
under the Demerger Proposal shall automatically be assigned to and assumed by Da Qing
Corporation.
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(2)
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This
Demerger has been approved by the Board and will be resolved by the Shareholders Meeting
to be held on June 17, 2020.
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(3)
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Where any of the following events
occurs, the Board, as authorized by the Shareholders Meeting, may terminate the Demerger
prior to the Record Date and shall have full authority to deal with relevant matters.
The Board shall report the same in the next Shareholders Meeting.
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(a)
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Where
the total number of shares to be bought back as requested by the dissenting shareholders
exceeds more than 2 percent of the total issued shares of the Company;
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(b)
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The
Company fails to obtain the consents from the lending banks or the majority of syndicated
loan banks for conduct of the Demerger pursuant to the applicable loan contracts; or
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(c)
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The
Company fails to obtain the approval from the Taiwan Stock Exchange for continuance of
being listed in accordance with Article 53-19 of the Operating Rules of the Taiwan Stock
Exchange Corporation.
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(d)
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When
economic condition changes, the Board resolves not to conduct the Demerger.
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20.
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Do the directors have any objection
to the present transaction?:
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No
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21.
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Is it related to new business model?:
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No
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22.
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Explanation of new business model:
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Not applicable
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23.
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Transactions with the counterparty
for the past one year and the next year:
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Da Qing Corporation
is currently under incorporation procedures, and hence the Company had no transaction with the counterparty in the past one year.
After the Record Date, Da Qing Corporation will be one of the Company's customers.
Not applicable
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25.
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Any other matters that need to be
specified:
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Requirements on corporate
governance of Da Qing Corporation as resolved by the Board:
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1.
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Before the share capital of Da Qing
Corporation has reached NT $ 2.0 billion, the Company shall hold 100% shares of Da Qing
Corporation.
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2.
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Before Da Qing Corporation's Initial
Public Offerings (IPO), the following items shall be submitted to the Company's audit
committee and board of directors for resolution:
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(1)
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Issuance
of new shares by Da Qing Corporation; and
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(2)
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Waiver
of subscription right or disposal of shares in Da Qing Corporation by the Company.
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Item 2
AU Optronics
Corp.
May 7, 2020
English Language
Summary
Subject:
Supplementary announcement for the Board to resolve to convene 2020
Annual
General Shareholders' Meeting (Addition of Matters for Discussion)
Regulation:
Published pursuant to Article 4-17 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of events: 2020/05/06
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1.
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Date of the board of directors
resolution:2020/05/06
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2.
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Date for convening the
shareholders' meeting:2020/06/17
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3.
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Location for convening
the shareholders' meeting:
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Meeting
Room in AUO's Global Research Center
(No.
1, Gongye E. 3rd Rd., East Dist., Hsinchu Science Park, Hsinchu City)
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4.
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Cause or subjects for convening
the meeting
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1.
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To report the business
of 2019
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2.
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Audit Committee's Review
Report and Communications between members of
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Audit
Committee and head of Internal Audit
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3.
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To report the cash dividend
distribution of 2019
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4.
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To report the resolution
and implementation of repurchase of the Company's shares
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5.
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To report the 2019 1st
Plan of Transferring the Repurchased Shares to the Employees
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6.
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To report the indirect
investments in China in 2019
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7.
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To report the issuance
of securities in private placement
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5.
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Cause or subjects for convening
the meeting
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(2)
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Matters for Ratification:
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1.
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To recognize 2019 Business
Report and Financial Statements
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2.
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To recognize the proposal
for the distribution of 2019 earnings
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6.
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Cause or subjects for convening
the meeting
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(3)
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Matters for Discussion:
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1.
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To
approve issuance of new common shares for cash to sponsor issuance of the overseas depositary
shares and/or issuance of new common shares for cash in public offering and/or issuance
of new common shares for cash in private placement and/or issuance of overseas or domestic
convertible bonds in private placement
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2.
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To approve the demerger
of the Company's business of the General Display and the Public Information Display to the Company's wholly-owned subsidiary and
the Demerger Proposal
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3.
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To approve the amendments
to Articles of Incorporation
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4.
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To approve the amendments
to Rules and Procedures for Shareholders’ Meeting
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5.
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To lift non-competition
restrictions on board members
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7.
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Cause or subjects for convening
the meeting
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8.
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Cause or subjects for convening
the meeting
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(5)
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Other Proposals: None
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9.
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Cause or subjects for convening
the meeting
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(6)
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Extemporary Motions: None
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10.
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Book closure starting date:2020/04/19
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11.
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Book closure ending date:2020/06/17
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12.
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Any other matters that
need to be specified: None
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