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104 — AGM Information 2021
Aug 30, 2021
52296_rns_2021-08-30_44da2bd4-c1ae-4ee4-a80b-adba8898ee91.pdf
AGM Information
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104 Corporation
2021 Annual Shareholders’ Meeting Minutes (Translation)
Time : 9:00 a.m., August 12, 2021
Place : 104 Corporation Headquarters
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(3f, No.119 BaoZhong Rd., Xindian Dist., New Taipei City, Taiwan, (R.O.C.))
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Attendants: Shares represented by the shareholders present and proxies totaled 29,635,787, accounting for 89.28% of the total shares of 33,190,700 issued by the Company.
Chairman : Rocky Yang, the Chairman of the Board of Directors
Recorder : Tiffany Lin
Directors Present : Rocky Yang, Steven Su, Simon Juan, Mark Chang (video), Chin-Li Lin, Sean Lien, Chung-Huey Huang (newly elected Independent Director).
Attendees : Mei-Fang Hsu (Supervisor), Representative of Askforce Corporation; Min-Ju Chao, CPA of KPMG
I . Call Meeting to Order :
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum at 9:00 am. The Chairman called the meeting to order.
I I . Chairman’s Address ( omitted )
I I I . Matters for Report
1. 2020 Business Report. (see attachment 1)
2. Supervisor’s Review Report on the 2020 Financial Statement. (see attachment 2)
3. The Report of the 2020 Employees, Directors and Supervisors' Compensation. Explanatory Notes :
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(1)Pursuant to Article 26 of the Company's Articles of Incorporation.
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(2)Income before tax excluding employees, Directors and Supervisors’ compensation in 2020 is NT$337,778,476. Based on the resolution of the Board of Directors, cash will be distributed to the employees, Directors and Supervisors’ compensation are NT$27,866,724 and NT$6,755,570, respectively. There is no difference between the above resolution and those recognized in the financial statements.
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I V . Matters for Ratification
1. Adoption of the 2020 Business Report and Financial Statements. (Proposed by the Board of Directors)
Explanatory Notes :
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(1)The Company’s 2020 financial statements have been approved by the Board of Directors and audited by KPMG.
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(2)Please refer to attachment 1 and attachment 3.
Resolution : Voting Results:
Shares represented at the time of voting: 29,635,787
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:29,629,834 votes(23,504,066 votes) |
99.97% |
Votes against:1,061 votes(1,061 votes) |
0.00% |
Votes invalid:none |
0.00% |
Votes abstained:4,892 votes(2,892 votes) |
0.01% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
2. Adoption of the Proposal for Distribution of 2020 Earnings. (Proposed by the Board of Directors)
Explanatory Notes :
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(1)The Company’s net income after tax in 2020 is NT$258,736,386. For the Earnings Distribution Proposal, please refer to attachment 4.
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(2)Article 66-9 of the Income Tax Act is applicable to the calculation of the earnings distribution proposal mentioned in the preceding paragraph. The 2020 earnings will be distributed first. If such earnings are insufficient, the earnings for the past years will be distributed in sequence.
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(3)The proposal is to distribute a cash dividend of NT$7.80 per share, totaling NT$258,887,460. After the proposal is approved by the annual shareholders’ meeting, the Board of Directors authorized to determine the ex-dividend date. Cash dividends shall be based on the distribution ratio and rounded down to the integer. Fractional dividend amounts that are less than NT$1 shall be summed up and recognized as other income of the Company. In case the number of the Company’s outstanding shares is affected from changes to the laws, adjustments by the competent authority, repurchase or cancellation of the Company’s treasury shares, or other possible situations which may lead to the changes in the shareholder dividend ratio, it is proposed to the shareholder’s meeting to authorize the Board of Directors to adjust it.
Resolution : Voting Results:
Shares represented at the time of voting: 29,635,787
2
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:28,196,786 votes(22,071,018 votes) |
95.14% |
Votes against:1,435,109 votes(1,435,109 votes) |
4.84% |
Votes invalid:none |
0.00% |
Votes abstained:3,892 votes(1,892 votes) |
0.01% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
V. Matters for Discussion
1. Amendment to the Company’s “Articles of Incorporation”. (Proposed by the Board of Directors)
Explanatory Notes :
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(1)In accordance with the No.10703452331 “Expand the scope of the establishing of audit committee” issued by the Financial Supervisory Commission on December 19, 2018. The Company shall have established audit committee to replace the role of the Supervisors after the terms of the Company’s current Supervisors due.
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(2)In line with the establishment of audit committee and the operational requirements, the proposal is to amend partial provisions of the Company’s “Articles of Incorporation”. For the comparison table of the amendments, please refer to attachment 5.
Resolution : Voting Results:
Shares represented at the time of voting: 29,635,787
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:29,630,786 votes(23,505,018 votes) |
99.98% |
Votes against:1,061 votes(1,061 votes) |
0.00% |
Votes invalid:none |
0.00% |
Votes abstained:3,940 votes(1,940 votes) |
0.01% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
2. Amendment to the Company’s “Rules and Procedures of Shareholders’ Meetings”. (Proposed by the Board of Directors)
Explanatory Notes :
For the operational requirements, the proposal is to amend partial provisions of the Company’s “Articles of Incorporation”. For the comparison table of the amendments, please refer to attachment 6.
Resolution : Voting Results:
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Shares represented at the time of voting: 29,635,787
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:29,630,786 votes(23,505,018 votes) |
99.98% |
Votes against:1,061 votes(1,061 votes) |
0.00% |
Votes invalid:none |
0.00% |
Votes abstained:3,940 votes(1,940 votes) |
0.01% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
3. Amendment to the Company’s “Directors and Supervisors Election Guidelines”. (Proposed by the Board of Directors)
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Explanatory Notes
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(1)In accordance with the No.10703452331 “Expand the scope of the establishing of audit committee” issued by the Financial Supervisory Commission on December 19, 2018. The Company shall have established audit committee to replace the role of the Supervisors after the terms of the Company’s current Supervisors due.
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(2)In line with the establishment of audit committee and the operational requirements, the proposal is to amend partial provisions of the Company’s “Directors and Supervisors Election Guidelines” and change its name as “Directors Election Guidelines”. For the comparison table of the amendments, please refer to attachment 7.
Resolution : Voting Results:
Shares represented at the time of voting: 29,635,787
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:29,630,786 votes(23,505,018 votes) |
99.98% |
Votes against:1,061 votes(1,061 votes) |
0.00% |
Votes invalid:none |
0.00% |
Votes abstained:3,940 votes(1,940 votes) |
0.01% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
4. Amendment to the Company’s “Procedure for Acquisition and Disposal of Assets”. (Proposed by the Board of Directors)
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Explanatory Notes
: -
(1)In accordance with the No.10703452331 “Expand the scope of the establishing of audit committee” issued by the Financial Supervisory Commission on December 19, 2018. The Company shall have established audit committee to replace the role of the Supervisors after the terms of the Company’s current Supervisors due.
-
(2)In line with the establishment of audit committee, the proposal is to amend partial
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provisions of the Company’s “Procedure for Acquisition and Disposal of Assets”. For the comparison table of the amendments, please refer to attachment 8. Resolution : Voting Results:
Shares represented at the time of voting: 29,635,787
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:29,630,734 votes(23,504,966 votes) |
99.98% |
Votes against:1,061 votes(1,061 votes) |
0.00% |
Votes invalid:none |
0.00% |
Votes abstained:3,992 votes(1,992 votes) |
0.01% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
5. Amendment to the Company’s “Procedure for Loaning of Funds and Making of Endorsements/Guarantees”. (Proposed by the Board of Directors)
Explanatory Notes :
- (1)In accordance with the No.10703452331 “Expand the scope of the establishing of audit committee” issued by the Financial Supervisory Commission on December 19, 2018. The Company shall have established audit committee to replace the role of the Supervisors after the terms of the Company’s current Supervisors due.
(2)In line with the establishment of audit committee, the proposal is to amend partial provisions of the Company’s “Procedure for Acquisition and Disposal of Assets”. For the comparison table of the amendments, please refer to attachment 9.
Resolution : Voting Results:
Shares represented at the time of voting: 29,635,787
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:29,630,734 votes(23,504,966 votes) |
99.98% |
Votes against:1,061 votes(1,061 votes) |
0.00% |
Votes invalid:none |
0.00% |
Votes abstained:3,992 votes(1,992 votes) |
0.01% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
VI. Matters for Election
1. Election of New Directors of the Company (Proposed by the Board of Directors) Explanatory Notes :
- (1)The term of 8th Directors and Supervisors of the Company will expire on May 29, 2021. According to the “Articles of Incorporation”, new Directors shall be elected at
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the annual shareholders’ meeting of 2021.
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(2)A candidate nomination system is adopted for election of the Company’s Directors. Seven Directors (including three Independent Directors) shall be elected. The term of the new Directors is three years from May 27, 2021 to May 26, 2024.
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(3)According to Article 14-4 of the “Securities and Exchange Act”, the Company intends to establish an audit committee to replace the role of the Supervisors from the 9th term Board of Directors onward. The audit committee shall be composed of all Independent Directors. The audit committee shall be established upon the election of the Independent Directors. Therefore, there will be no separate voting to elect Supervisors in the annual shareholders’ meeting this year.
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(4)The roster of Director candidates has been approved at the 16th meeting of the 8th term Board of Directors on February 25, 2021. For the roster of Director candidates, please refer to attachment 10.
Supplementary explanation : Cooperate with the postponement of the Annual Shareholders’ Meeting. Accordingly, the tenure of the newly elected Directors is three years from August 12, 2021 to August 11, 2024.
Election results : The following personnel are elected as Directors and Votes Received :
| Title | Name | Votes Received |
|---|---|---|
| Director | Rocky Yang | 41,839,119 |
| Director | Steven Su | 35,760,024 |
| Director | Simon Juan | 33,760,020 |
| Director | Mark Chang | 31,728,020 |
| Independent Director | Chin-Li Lin | 21,963,519 |
| Independent Director | Sean Lien | 21,163,479 |
| Independent Director | Chung-Huey Huang | 20,967,201 |
VII. Matters for Other Discussion
1. Release of Non-Competition Restriction on Directors. (Proposed by the Board of Directors)
Explanatory Notes :
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(1)According to Article 209 of the “Company Act”, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
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(2)In line with the business needs, it is proposed to release the newly elected Directors from non-competition restrictions under the precondition of no conflicts of the Company’s interests. For the related information, please refer to attachment 11.
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Resolution
:Voting Results:
Shares represented at the time of voting: 29,635,787
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| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:29,627,464 votes(23,501,696 votes) |
99.97% |
Votes against:1,348 votes(1,348 votes) |
0.00% |
Votes invalid:none |
0.00% |
Votes abstained:6,975 votes(4,975 votes) |
0.02% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
V I I I . Extemporary Motions
There being no other business and special motion, upon a motion duly made and seconded, the meeting was adjourned.
I X . Adjournment : August 12, 2021 at 10:00 a.m.
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Attachment 1: 2020 Business Report
104 Corporation Business Report
I. 2020 Business Report
1. Achievements of the implementation of the operational plan
In order to implement the three major missions of management, i.e. “commitment to career matchmaking, commitment to the elderly, and commitment to children”. In 2020, 104 focused on developing the following service models:
(1) Career Mission
1. Job/Talent Searching Services: COVID-19 epidemic has had a huge impact on various industries in 2020. The number of job opportunities at 104 Job Bank has decreased sharply from March to the bottom in May, and rebounded month by month. It returned to the level of the same period of the previous year in the fourth quarter. 2020 is a year of relative imbalance between the supply and demand of job/talent searching. The average monthly number of job openings on the platform has decreased by 4.6% year to year, while the number of job seekers has increased by 5% year to year. The difficulty of job searching is higher than that in the previous year. In order to assist job seekers to find ideal jobs and hiring enterprises to find suitable talents, 104 Corporation continues to promote the industry’s first suitable matchmaking services such as resume conformity and personality suitability, and, taking into account the quality and quantity of matchmaking, and continues to improve the usability of our products and optimizing user experience.
- A new version of the resume was launched in early 2020, and the resume format was changed to a flexible resume with personalization, graphics and text, customizable content, and free adjustment of the format. Therefore, service satisfaction and matchmaking numbers have increased. The addition of the message consulting function to the resume clinic service led to a 116% year-on-year growth in the number of people seeking consulting service, reaching 22,810 throughout the year. The video interview service was launched, hiring enterprises and job seekers can still arrange interviews with peace of mind and safety during the epidemic. “104 Job Search” APP have completed the revision by the end of 2020. The APP focuses on personalized recommendation work and full-time part-time segmentation functions to further improve job search efficiency and talent search effect. After verification, it has been fully launched on the Android platform in early January 2021. The revision of My104 functions has significantly improved the browsing experience of members using mobile devices. The revision of the Talent Searching Services homepage provides customers with a more diversified product and service value experience A new corporate social responsibility unit has been added to the page of hiring enterprises to allow customers to show their importance and dedication to the economy, environment and society, and to operate and strengthen the employer brands.
In summary, despite the impact of COVID-19 in 2020, which caused an imbalance in the supply and demand of job/talent searching, the number of matchmakings in the 104 Job Bank for the whole year can still maintain a year-to-year growth.
2. Educational Services for Career Development: In 2020, 104 Job Searching Wizard (Nabi) launched person-job fit and skill learning services, including resume analysis, current job competitiveness analysis, future job competitiveness analysis, combined with algorithmic similarity interpretation and other technologies to create intelligent, accurate and targeted personal learning platform allows workers to clarify the direction of learning and further study,
understand the gap between their own conditions and the needs of the enterprise, and provide focused learning resources. Career clinic Q&A platform was also launched to create a job categories-oriented professional Q&A community, inviting veterans in various fields to answer professional and career questions for juniors to enhance their competitiveness in the workplace. In 2020, a new career content service was launched and more than 2,000 high-quality articles have been posted, providing students, office workers and corporate human resources with rich, complete and diverse knowledge and quality content such as job searching strategies, workplace 360, workplace white papers, human resources charging, legal rights, etc. In 2020 for the Job Searching Wizard and our newly launched career learning services such as career clinics and workplace skills, the number of users and satisfaction levels have performed well and has continued to increase.
3. Freelance Service: In response to the changes and demands of the diversified market for accepting projects, the 104 TOP platform continues to lower the barriers to entry for freelancers and solve the problem of authenticity of online listings, providing more tools to help users successfully receive cases. The initial products offered provide personal branding tools. In 2020, the category of freelance service has been expanded to serve more types of freelancing service, and focus on matchmaking service content. On the one hand, it can demonstrate its expertise of freelancing service, and on the other hand, it can promote the standardization of transactions, make communication between freelancers and buyers more convenient and more symmetrical.
4. Be A Giver: 104 World of Work, resume clinic, career clinic, career academy, and other service platforms have roped in more than 6,000 Givers to share their knowledge voluntarily and freely, provide career consultation assistance with better interaction and feedback. 104 established fulltime operation Giver team in 2020 to allow Givers to grow through communication, training, learning, etc. in various online and offline activities and become retentive volunteers and receptive of the gratitude of 104. Under the circular benefits, not only is willing to actively share and promote the concept of "Be A Giver", but also expand from the original single service to cross-platform career assistance, establish its personal social responsibility image, and bring mutual assistance and positiveness to the workplace. Giver's dedicated service website (https://beagiver.104.com.tw/) was also officially launched at the end of 2020.
5. Human Resource Management Platform: 104 HR Academy integrated professional consulting and big data, developed a series of e-information systems, management consulting tools, talent appraisal and functional development courses exclusively for HR units and enterprises, and provides services of a professional consulting team. In term of human resource management system, eHRMS integrated the needs of benchmarking enterprises in various industries, and used flexible parameter settings to meet the complex needs of the enterprises’ leave and salary calculations. Through the built-in workflow mechanism, it created an automated and paperless office environment, one-stop integration of education and training, resource management and welfare subsidy modules to provide a comprehensive human resources management system for the human resources department. In addition, the human resource cloud management platform HR Portal is a one-stop work management platform developed specifically for small and medium enterprises, helping small and medium enterprises to reduce the cumbersome personnel operations and reduce the error rate of operations. By the end of 2020, there were more than 2,000 users.
6. Executive Recruiting Service: The 104 Executive Recruiting Service team is committed to proactively recruiting mid-and-top management personnel and key talents for enterprises. In 2020, despite the lower demand for executive recruiting in the consumer industry due to the impact of COVID-19, the overall performance will be the second highest in history (second only to 2019). In the future, we will continue to leverage the synergies of the multiple sites in Taipei, Hsinchu, and Taichung, strengthen the advantages of local services, and continue to expand business opportunities for executive recruiting.
(2) Elderly Mission
1. Senior Care Bank Platform: 104 Senior Business Development Department continued to promote the self-supporting Coach Caregiver service in 2020. Through seven cases of elders with different care requirements (stroke, dementia, frailty, fractures), it is proved that this model can help elders and their families achieve a better quality of life. Coach Caregiver is a new service model for the caregiver industry. From the initial request of Coach Caregiver phone interviews to the production of a customized care service plan, the elderly and primary caregivers are able to clearly understand the direction and specific methods of follow-up services. They can also discuss with the Coach Caregiver the approach with which each service would contribute to the overall caregiving objective. After a service period of three months, a comprehensive service results report will be provided for caregivers, which sets out the progress and specific recordings of the elderly during the service period, and they can review the course of their efforts together. At the same time, we actively strengthened the promotion of caregiving, so more caregivers can see the exclusive job opportunities on the 104 website of Coach Caregiver Service for Seniors with single-category job seeking platform.
- In addition, the mission of the senior business is not to be forgotten, to attract caregivers and care organizations to understand the self-supporting care model, and to cooperate with Hungkuang University to create the first self-supporting care certification in the care industry, and to establish rigorous institutions and individuals certification standards, it is hoped that through the certification system, certified caregivers and organizations can practice the self-supporting care model, so more families in need of care in Taiwan will benefit. In 2020, a total of 44 new family care services was added, 19 self-supporting care organizations and 38 self-supporting caregivers have been certified, and 3 corporate care non-leaving activities was held. Self-supporting has become the standard care method designated by the elderly and their families.
2. Exclusive Platform for Seniors: In 2020, the number of people over 55 in Taiwan was 1.3 million more than those under 25, and the gap continues to widen every year. However, the average retirement age in Taiwan is about 60, and the labor participation rate over 65 is only about 8-10%, which is 20% more than in neighboring countries such as Japan and Singapore, and 30% more than in South Korea. There is a significant gap and the world is already facing the social phenomenon of aging. Therefore, 104 Seniors that allows retirees to develop their skills has been launched, to provide capable senior manpower over 55 years old. Through the Senior Platform or new model, senior manpower can continue to contribute their experience and abilities and help companies or people in need. After the launch, it received tremendous appreciation in the market. In combination with the optimized matchmaking algorithms, search functions and the increased usage of 104 Job Bank are helping seniors explore new career opportunities. In 2020, the number of service requirements have increased by 60 to 80% in the areas like gallery tour guides, gourmet chefs, miscellaneous skills, and consultants etc. About 330 retirees have already provided more than 4,800 services, to more than 30,000 users willing to pay for them. In the same year, the platform provided educational support and verification process for the seniors, but the plan to evaluate and employ seniors, through the platform, is already under consideration. The first batch of seniors has already cleared the educational phase. Negotiations with willing enterprises are already in progress for seniors who wish to add value and return to being part of the workforce. We also cooperated with enterprises to recruit and train retirees, so they can truly enter the first-line on-site service. After one or two months of internship and service, there will be opportunities to work in the catering service industry in the future and let them shine again.
(3) Children Mission
104 World of Work: To help children explore their talents and find the direction of learning, 104 World of Work in 2020 allowed 8,306 high school and vocational high school students and 8,506 elementary and middle school students to explore occupations and subjects that suit their talents through accumulated big data from various industries by 104. In addition, through the “Be a Giver”
event, we called on more than 1,700 career volunteers to help answer 776 career questions from children through online Q&A sessions in 2020. In addition, 215 volunteers entered 69 middle and high schools to share career opportunities and stories with students in 342 classes. A series of activities to simulate career experiences have been designed by career volunteers every summer vacation to assist more than 200 middle, general and vocational high school students from Boyo social welfare foundation to discover all kinds of careers. In 2020, the junior year interest analysis service was launched, so students can also consider their personal interests and career paths in addition to selecting university departments based on their grades.
2. Financial Performance
The consolidated revenue for 2020 was NT$1,634,481 thousand, remaining steady compared to the same period in 2019. The consolidated operating income for 2020 was NT$287,265 million, down 11% from the consolidated operating income of NT$321,643 thousand for 2019. The consolidated net income for 2020 was NT$256,170 thousand, down 10% from the consolidated net income of NT$287,266 thousand for 2019. The decreases of net income were mainly due to the adverse impact of Covid-19 on industries, the number of corporate listings declined, and the revenue was below expectation.
==> picture [436 x 200] intentionally omitted <==
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Unit: NT$1,000
Consolidated Income Statement 2020 2019
Operating revenue 1,634,481 1,636,383
Operating income 287,265 321,643
Net income before tax 302,513 335,934
Income tax expense 46,343 48,668
Net income 256,170 287,266
Return on assets (%) 10 11
Return on shareholders’ equity (%) 17 19
Pre-tax income to paid-in capital (%) 91 101
Net margin (%) 16 18
Basic EPS (after Tax) (NT$) 7.80 8.62
----- End of picture text -----
3. Research and Development Results
The successful technologies or products developed in 2020 include:
(1) Job/talent searching service:
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Flexible Resume: To meet the needs of job seekers to show their own characteristics, 104 has upgraded the resume comprehensively. The new personal business card makes the resume not only professional, but also more beautiful. Customized content allows job seekers to use learning courses, volunteer experience, hobbies, and award-winning deeds without being limited to traditional formats. The layout design of the resume is more flexible and easier, and there are many styles to choose from. The concise presentation of the l resume will not only help job seekers enrich their achievement records, but also be more attractive, but also help enterprises to identify and find the talents they need quicker.
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Video Interview Service: Provides a simple video interview service, allowing recruiting enterprises and job seekers to conduct remote interviews through the Internet, saving each other's traffic and waiting time, and improving recruitment efficiency. It also allows recruiting enterprises and job seekers to arrange face-to-face interviews more securely and safely during the epidemic.
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Employer Brand Report: Use scientific data to measure corporate brand and talent market
dynamics. The big data database including resumes and user behaviors are calculated through self-developed algorithms to obtain indicators such as the attractiveness of the enterprise to the outside and the retention of employees, provides the enterprise as a reference for human resource management and formulation of human resources strategies.
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Natural Language Understanding Searching System: To improve the matching effect, use NLP technology to identify the user's semantics, analyze the keywords for classification, and retrieve the key fields of the data set respectively, and provide the most suitable result according to the relevance and the matching rate. Currently, this system has achieved excellent results in job search and company search and continues to be applied to other fields.
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Resume Suitability Evaluation System: Extract information about the job vacancies and resume content of 104 Job Bank, build language models through deep learning, and use semantic information to provide information reports of various dimensions for talent seeking and job seeking. The report contains matching scores for job vacancies and resumes, which is convenient for users to quickly filter suitable job vacancies or resumes. It also provides keywords, etc. to help job seekers evaluate whether their resumes are suitable for the job, or which related skills and tools they can learn to improve their competitiveness.
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Resume Recommendation Job Category System: Based on the content information of the resume, a job classification model is established through deep learning. After the job seeker fills in the resume, the system can suggest suitable job categories for the job seekers to refer to and review, and check the accurate and relevant key job categories to improve the opportunity for the enterprise to see.
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(2) Educational services for career development:
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Industry and Job Category Label Recommendation System: Based on the job vacancy content in the Job bank, deep learning is used to establish a recommendation model to recommend job vacancy corresponding skills, tools, and professional accreditation labels, so users can quickly understand the popular key capabilities generally required by various industries, occupations, and enterprises in the market.
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Automatic Generation of Text Labels and Link Learning Content Mechanism: There are no fixed rules for the unstructured data phrases of job vacancies, so text labels such as development skills, tools, professional accreditation, etc. are automatically generated, and the learning resource page technology is automatically generated. Through this technology, in addition to forming a label for the formed phrase, the phrase string can automatically search for API links through third-party learning resources, and automatically obtain related learning resources.
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Personalized Recommendation System for Career Content: Integrates user behavior analysis technology and natural language processing AI technology, and automatically analyzes the user’s preference for question-and-answer types on the website for users of career clinic, automatically provides optimized content when users browse the website.
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(3)104 TOP Platform: Provide rich and personalized personal file posting functions, and integrate the freelance management system, online real-time communication function and evaluation function, so transactions are easy to manage, and business opportunities will not be missed. It also builds its own content platform and regularly provides freelance market trends and other relevant learning information.
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(4) 104 World of Work: A career interest point analysis mechanism has been developed for senior high school students, so when students choose a university department, in addition to the performance considerations, they can also take two important factors in consideration which are career interest and the career path after graduation.
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(5) Optimized Human Resources Cloud Management Platform: The platform for key human resources indicators was completed at the end of November 2020, and 330,000 customers can enter the human resources key indicator platform to query the employer brand's talent attractiveness and
employee retention data report. It also incorporates data on four major indicators such as personality suitability, functional potential, employee satisfaction, and engagement, so customers can understand the quality of content talents and the status of the management environment, and enhance the competitiveness of the customer’s employer brand by improving these four indicators.
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(6) Develop the human resources market - HR One-stop Solution Platform: In 2020, the human resources market service reached hundreds of thousands of customers, assisted small and medium enterprises to solve operational problems through data-based diagnosis, and provided courses and consulting services suitable for enterprises.
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(7) Optimized HR Portal - Assessment Center:
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The corporate norm module has assisted more than 6,000 customers to establish nearly 10,000 job-specific norms. Companies can integrate the VIP recruitment system and evaluation system to determine the job suitability of candidates.
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Companies build their own norm modules to help companies effectively predict candidates’ future performance or long-term compliance status through accurate comparisons.
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Group reports help companies understand the strengths and weaknesses of specific departments in terms of character and function, develop management plans for projects with weak character, and plan training paths for projects with weak functions.
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(8) Mid- and High-level Talents and Enterprise Talent Gathering Business Model: To provide enterprises and mid- and high-level talents with more comprehensive services, we will develop and construct 104 High-level Talents service business model. The basic connotation and structure are based on the spirit of reserving future jobs for mid- and high-level personnel and the key talents needed by the enterprise in the future, develop an online service mechanism that combines the connotation of talent hunting experience, and try to integrate the talent recruiting platform so the product provides a triple-win advantage of professional consultants, 104 middle and high-end users, and enterprise talents; By developing this business model, testing the market response, and at the same time calculating the in-depth expectations of the high-level talents in the Job Bank for future career development needs, and the conformity of the company’s reserve talent positions, the expectation is to successfully construct a business model platform and enterprise reserve talent management operating system. It is hoped that through the establishment of new business models, the breakpoint of future job search can be shortened to zero time difference.
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(9) Senior Business Development Department: In 2020, the following product development was completed:
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Coach Caregiver Service website has been fully revised and optimized and market demand tested.
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Establishment of self-supporting care certification mechanism - Personal certification standards and institutional certification standards.
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Establishment of self-support certification system – Front-end caregiver application, written test mechanism, back-end certification and database management.
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Coach Caregiver Service website - New long-term care employment expo recruitment activity page.
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Coach Caregiver business model - Actual cases (updated from time to time).
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Help center optimization - New inquiry and care expert introduction page.
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The establishment of an application mechanism for caregivers and the cascade connection with the membership mechanism of 104 Job Bank.
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(10) Exclusive Platform for Seniors: As a third-party matching platform, 104 Senior expects to provide senior retirees (teachers) and users who are willing to use senior service an efficient and friendly matching environment and a platform that can provide services allow the value of retirees to be known to the general public, and both parties can benefit a lot in the process. The technologies
invested in this project include:
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Innovative course service - customer data platform (CDP) integrated course intelligent matching recommendation mechanism calculation technology development.
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Development of course subject forecasting calculation technology.
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Development of intelligent course orientation platform and course material optimization.
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Development of after-class smart business dynamics Dashboard analysis module.
II. The Company’s Development Strategies and Future Prospects
1. The Company’s Development Strategies
In terms of Job Bank, the company has been continuously expanding the scale of supply and demand for job/talent searching platform and the market penetration rate of each user group For improving matching efficiency, we will continue to optimize our intelligent search rankings and personalized recommendation technology, making it easier for recruitment enterprises and job applicants to complete the appropriate matching. We will also continue to promote the industry’s first matchmaking service for resume and personality suitability, taking into account the quality and quantity of matchmaking. In terms of enhancing the experience of product service use, we will continue to optimize our resume and resume clinic, making it easier for job applicants to demonstrate their strengths and characteristics, and receive guidance and assistance from veterans in a timely manner when they encounter difficulties in writing resumes. We will continue to optimize the company pages, company reviews, and employer brand to make it easier for recruiting enterprises to show their strengths and characteristics, and to understand the current issues that enterprises may encounter in attracting and retaining talents from multiple angles, so they can more accurately address problems and improve in a timely manner and enhance the employer brand of the enterprise. We continue to strengthen the usability of cross-device products such as mobile apps, mobile web pages, and PC web pages, and increase product/service differentiation.
We have also constructed the brand-new 104 TOP platform, covering 104 Outsourcing and 104 Tutor for the freelance needs to provide better quality of service and user experiences. We actively develop and promote Educational Services for Career Development, including new product service portfolios such as job seeking wizard, career clinics, and workplace skills. After helping job seekers find a job, they can continue to learn, absorb new knowledge, and ask seniors questions in time to enhance their competitiveness in the workplace. So, they can also find better jobs when they change jobs in the future. 104 will also provide complete career services for college students, combined with the advantages accumulated by 104 Job Bank in job/talent searching, through cooperation with schools, enterprises, and non-profit organizations (such as GOLF Industry-University Cooperation Alliance, Rotary Club...), etc., students can have their dedicated career academy during their studies. Unlocking personal talents from self-exploration through online services and physical student courses; finding career directions suitable for personal talents from World of Work; gaining skills and abilities and understanding of industries, companies, occupations through physical and online courses from 104 seminars; as well as accumulating the work experience and further developing their own competitiveness during the period of internship. We sincerely hope every fresh graduate in Taiwan can develop to their full potential in their respective careers, and eventually carry out the social responsibilities for nurturing the next generation.
As the application of big data becomes more popular, many foreign companies have used big data analysis technology in their human resource management strategies. Through the analysis, description, interpretation and prediction of data such as the evaluation system, it helps HR to select suitable talents more objectively and accurately. 104 HR Academy is committed to transferring the domain know-how of human resources, assisting companies in development strategies and decisions, and implementing the system of selection, use, education, and retention.
For executive recruiting service, if the epidemic is controlled in 2021 and the lockdown is lifted,
it will help activate the high-level talent market. Executive recruiting service will also closely observe the economic environment and industrial development to expand operational performance.
Senior Business Development Department will continue to actively promote, and hope that Taiwan will no longer be short of caregivers and make self-supporting care a standard care method designated by the elderly and their families. Therefore, the service has been expanded to three types: general care services (traditional do-it-yourself care), self-supporting care services, and coach caregiver services (innovative self-supporting care models). By providing three-level services at the same time to increase the scope of services, it is expected that in addition to meeting basic care needs, improve the care method: the concept of self-supporting care will be brought to the care of the family. Besides assisting the disability of the elderly, it also allows caregivers to get some resting time to achieve care balance.
In terms of career navigation for seniors, in addition to the original way of leading the way, they also begin to plan, evaluate and try to increase perceptual and intellectual navigation tour. Besides providing them to general users, enterprises can make appointments for the tour. In addition, the introduction of senior consulting service allows seniors with rich management and professional experience in the past to use their past experience and projects through Career Clinic or Senior Platforms and reservations to assist office workers or job seekers in their career or work project problems, as well as the difficulties and bottlenecks encountered by company or organization development. In addition, the problem of Taiwan's aging population and declining birthrate has become more and more serious. The government also passed a special law for the middle-aged and senior citizens at the end of 2020 to solve the problem of manpower shortages faced by enterprises and help seniors to return to the workplace to contribute value. More and more companies have begun to invest in recruiting middle-aged and senior-age workers, especially the service industry that has the greatest impact. Therefore, the 104 Senior will give priority to the service industry in assisting enterprises to advance senior employment, and launch the "Senior Service Providers" to verify and test how to assist the service industry to smoothly hire the senior manpower.
2. Future Prospects
104 management team will continue to work together, always pay attention to social situation and changes, maintain flexible resilience, aim at sustainable development, create a happy and friendly working environment for employees, continue to optimize the breadth of services, meet customer needs in order to improve market share, increase the influence, and become the leading brand of human resources in the Chinese region, and create a good environment for customers, shareholders and all stakeholders, and fulfill the social responsibilities of corporate citizens.
Chairman: Rocky Yang
General Manager: Rocky Yang
Chief Accountant: Tiffany Lin
Attachment 2: Supervisor’s Review Report
104 Corporation Supervisor’s Review Report
The Board of Directors has prepared the 2020 Business Report, Financial Statements, and Earnings Distribution Proposal. Of which, the financial statements have been audited by CPAs Min-Ju Chao and Lily Lu of KPMG, and an audit report with unqualified opinion was issued. The aforementioned statements have been reviewed and determined to be correct and accurate by the supervisors. The Report is submitted in accordance with Article 219 of the Company Act.
To
2021 annual shareholders’ meeting of 104 Corporation
Supervisor: Askforce Corporation Representative: Mei-Fang Hsu Supervisor: Zan-Syong Cai
February 25, 2021
Attachment 3: Independent Auditors' Report and Financial Statements
To the Board of Directors of 104 Corporation:
Opinion
We have audited the financial statements of 104 Corporation ("the Company"), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and the auditing standards generally accepted in the Republic of Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements taken as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgement, the key audit matters that should be communicated in this audit report are as follows:
Revenue recognition
Please refer to note 4(12) for accounting policy related to revenue recognition, and note 6(14) for the disclosure related to revenue from contracts with customers of the financial statements.
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Description of key audit matter:
or business performance. Since the Company is a listed company, it has a high risk of false representation. Furthermore, revenue recognition is extremely important in preparing the financial statements of the Company. advertising and consulting services, wherein they are recognized in the following different ways. Additionally, the Company often received its policy and recognized as revenue once the service is performed. The aforementioned matter is the basis for the recognition was considered to be one of the key audit matters in our audit.
How the matter was addressed in our audit:
Our audit procedures included:
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Assessing and testing the design, as well as the effectiveness of the operating on the control over sales and collection cycle. Selecting appropriate samples and comparing them to relevant documents such as customer order and confirmation of completion order signed by customer to assess whether revenue and deferred revenue have been appropriately recognized.
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Performing comparison analysis on operating revenue of the current period to last period and the latest quarter to assess the existence of any significant exceptions, and further identify and analyze the reasons, if there is any significant exception.
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Performing test-of-detail on operating revenue to assess the assertions of existence and accuracy, as well as the appropriateness of recognition.
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Examining relevant documents of a period before and after the balance sheets date, such as customer order, information reported back from business department, or confirmation of completion of duty executed by customer, and verify the accuracy of the amount recognized as revenue in accordance with the timing of service provided or quantity provided to determine whether the deferred revenue should not be recognized as revenue and whether operating revenue has been appropriately recognized.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
financial reporting process.
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material miss
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast uncertainty financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investments in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
-Ju Chao and Lily Lu.
KPMG
Taipei, Taiwan (Republic of China) February 25, 2021
Note to Readers
The accompanying financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
port and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language inde
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(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION
Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: Cash and cash equivalents (note 6(1)) Notes receivable, net (notes 6(3) and (14)) Accounts receivable, net (notes 6(3), (14) and 7) Other receivables (note 7) Other current financial assets (note 8) Other current assets, others Total current assets Non-current assets: Non-current financial assets at fair value through profit or loss (note 6(2)) Investments accounted for using equity method (note 6(4)) Property, plant and equipment (note 6(5)) Right-of-use assets (note 6(6)) Intangible assets (note 6(7)) Deferred tax assets (note 6(10)) Prepayments for business facilities Guarantee deposits paid Other non-current financial assets (note 8) Other non-current assets, others (note 6(3)) Total non-current assets Total assets |
December 31, 2020 Amount % $ 2,122,517 81 161 - 57,256 2 14,428 1 - - 36,853 1 2,231,215 85 4,557 - 85,415 3 208,798 8 76,824 3 1,553 - 8,625 - 588 - 6,614 - 10,000 1 4,224 - 407,198 15 $ 2,638,413 100 |
Liabilities and Equity Current liabilities: Current contract liabilities (note 6(14)) Notes payable Accounts payable Other payables (notes 6(15) and 7) Current tax liabilities Current lease liabilities (note 6(8)) Other current liabilities, others Total current liabilities Non-current liabilities: Non-current lease liabilities (note 6(8)) Net defined benefit liability, non-current (note 6(9)) Total non-current liabilities Total liabilities Equity attributable to owners of parent (notes 6(9), (10), (11) and (12)) Common stock Capital surplus Retained earnings: Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity: Exchange differences on translation of foreign financial statements Total equity Total liabilities and equity December 31, 2019 Amount % 2,057,625 80 439 - 46,196 2 11,763 - 150 - 15,185 1 2,131,358 83 4,797 - 98,418 4 230,353 9 75,636 3 2,710 - 7,028 - 468 - 6,524 - 10,000 1 3,500 - 439,434 17 2,570,792 100 |
December 31, 2020 Amount % $ 590,204 22 54 - 1,849 - 392,913 15 44,948 2 32,891 1 58,119 2 1,120,978 42 44,734 2 12,611 1 57,345 3 1,178,323 45 331,907 13 397,574 15 378,199 14 6,121 - 351,628 13 735,948 27 ( 5,339 ) - 1,460,090 55 $ 2,638,413 100 |
December 31, 2019 |
|---|---|---|---|---|
| Amount % 510,893 20 121 - 2,316 - 384,333 15 46,072 2 29,255 1 50,920 2 1,023,910 40 47,004 2 9,180 - 56,184 2 1,080,094 42 331,907 13 397,574 15 378,199 15 4,051 - 385,088 15 767,338 30 ( 6,121 ) - 1,490,698 58 2,570,792 100 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| Operating revenue (note 6(14)) Operating costs (notes 6(5), (6), (7), (8), (9), (11), (12), (15) and 12) Gross profit Operating expenses (notes 6(3), (5), (6), (7), (8), (9), (11), (12), (15), 7 and 12): Selling expenses Administrative expenses Research and development expenses Total operating expenses Operating income Non-operating income and expenses (notes 6(5), (6), (7), (8), (9), (16), (17), (18), 7 and 12): Interest income Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method Total non-operating income and expenses Income before income tax Less: income tax expenses (note 6(10)) Net income Other comprehensive income (loss): Items that will not be reclassified subsequently to profit or loss Remeasurements from defined benefit plans (note 6(9)) Less: income tax related to items that will not be reclassified subsequently to profit or loss (note 6(10)) Total items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign financial statements Less: income tax related to items that are or may be reclassified subsequently to profit or loss Total items that may be reclassified subsequently to profit or loss Other comprehensive loss Total comprehensive income Basic earnings per share (note 6(13)) Basic earnings per share Diluted earnings per share |
2020 | % 100 11 89 41 10 21 72 17 1 1 - - - 2 19 3 16 - - - - - - - 16 7.80 7.75 |
2019 | % 100 10 90 40 10 22 72 18 1 2 ( 1) - 1 3 21 3 18 ( 1) - ( 1) - - - ( 1) 17 8.62 8.56 |
|---|---|---|---|---|
| Amount $1,619,820 180,923 1,438,897 666,014 161,245 344,472 1,171,731 267,166 11,055 24,827 ( 1,277) ( 1,084) 2,469 35,990 303,156 44,420 258,736 ( 5,028) ( 1,006) ( 4,022) 782 - 782 ( 3,240) $ 255,496 $ $ |
Amount 1,604,221 164,006 1,440,215 646,359 161,739 348,435 1,156,533 283,682 12,621 33,405 ( 19,346) ( 1,539) 21,586 46,727 330,409 44,408 286,001 ( 5,068) ( 1,014) ( 4,054) ( 2,070) - ( 2,070) ( 6,124) 279,877 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2019 Appropriations and distributions Special reserve Cash dividends Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Adjustments for restricted employee shares Cancellation of restricted employee shares Compensation cost of restricted employee shares Balance at December 31, 2019 Appropriations and distributions Special reserve Cash dividends Net incomefor the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Balance at December 31, 2020 |
Common stock $ 331,917 - - - - - - ( 10) - 331,907 - - - - - $ 331,907 |
Capital surplus 397,859 - - - - - ( 295) 10 - 397,574 - - - - - 397,574 |
Retained earnings | Retained earnings | Other equity interest | Other equity interest | Total ( 4,655) - - - (2,070) ( 2,070) 295 - 309 ( 6,121) - - - 782 782 ( 5,339 ) |
Total equity 1,493,195 - (282,461) 286,001 (6,124) |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements ( 4,051) - - - (2,070) ( 2,070) - - - (6,121 ) - - - 782 782 (5,339 ) |
Others ( 604) - - - - - 295 - 309 - - - - - - |
||||||||||
| Legal reserve 378,199 - - - - - - - - 378,199 - - - - - 378,199 |
Special reserve 2,941 1,110 - - - - - - - 4,051 2,070 - - - - 6,121 |
Unappropriated earnings 386,934 ( 1,110) (282,461) 286,001 (4,054) 281,947 ( 222) - - 385,088 (2,070 ) ( 286,104 ) 258,736 ( 4,022) 254,714 351,628 |
Total 768,074 - (282,461) 286,001 (4,054) |
||||||||
| 281,947 ( 222) - - 767,338 - ( 286,104 ) 258,736 ( 4,022) 254,714 735,948 |
279,877 ( 222) - 309 1,490,698 - ( 286,104 ) 258,736 ( 3,240) 255,496 1,460,090 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION
Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Income before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Compensation cost of restricted employee shares Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Loss on disposal of investments Unrealized foreign exchange loss Adjustments for restricted employee shares Loss from lease modifications Total adjustments to reconcile profit Changes in operating assets and liabilities: Net changes in operating assets: Notes receivable Accounts receivable Other receivable Other financial assets Other current assets Total net changes in operating assets Net changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liabilities Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in other receivables Acquisition of intangible assets Increase in other non-current assets Increase in prepayments for business facilities Net cash flows used in investing activities Cash flows used in financing activities: Payment of lease liabilities Cash dividends paid Net cash flows used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2020 $ 303,156 71,784 1,789 889 1,084 ( 11,055) - ( 2,469) 172 - 240 - - 62,434 278 ( 11,949) ( 2,945) 150 ( 21,668) ( 36,134 ) 79,311 ( 67) ( 467) 16,270 7,199 ( 1,597) 100,649 64,515 126,949 430,105 11,335 16,254 ( 1,084) ( 46,135 ) 410,475 ( 25,105) 198 ( 90) - ( 632) ( 724) ( 120 ) ( 26,473) ( 33,006) ( 286,104) ( 319,110) 64,892 2,057,625 $ 2,122,517 |
2019 330,409 77,692 2,068 1,069 1,539 ( 12,621) 309 ( 21,586) - 728 117 ( 222) 86 49,179 126 259 ( 1,638) - ( 666 ) ( 1,919 ) 68,750 ( 274) ( 3,702) 52,442 2,133 ( 1,554 ) 117,795 115,876 165,055 495,464 12,590 22,943 ( 1,539) ( 60,539 ) 468,919 ( 61,306) - ( 526) 11,372 ( 1,264) ( 3,500) ( 468 ) ( 55,692) ( 34,368) ( 282,461) ( 316,829) 96,398 1,961,227 2,057,625 |
|---|---|---|
See accompanying notes to financial statements.
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Attachment 4: Earnings Distribution Proposal
104 Corporation Earnings Distribution Proposal
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----- Start of picture text -----
Unit : NT$
Items Amount Note
Unappropriated earnings at beginning of year 96,913,561
Plus:
Remeasurements from defined benefit plans (4,022,290)
Reverse special reserve 782,245
2020 Net income after tax 258,736,386
Earnings available for distribution 352,409,902
Less:
Items of distribution:
Shareholders’ dividends - cash (258,887,460) NT$7.80 per share
Unappropriated earnings at end of year 93,522,442
----- End of picture text -----
Chairman: Rocky Yang General Manager: Rocky Yang Chief Accountant: Tiffany Lin
Attachment 5: Comparison Table of the “Articles of Incorporation” Amendments
104 Corporation
Comparison Table of the “Articles of Incorporation” Amendments
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Amended Articles Current Articles Explanation
Article 5 Article 5
(Paragraph 1 is not amended: The total capital of this bank shall
omitted) be Five Hundred Million New
Taiwan Dollars (NT$500,000,000),
divided into Fifty Million
(50,000,000) shares at Ten New
Taiwan Dollars (NT$10.00) per
share, and shall be issued in
installments subject to the
authorization of the board of
directors.
(Paragraph 2 deleted) Fifty Million New Taiwan Dollars To deleted with current
(NT$50,000,000) of the practices.
aforementioned capital is retained
and divided into Five Million
(5,000,000) shares at Ten New
Taiwan Dollars (NT$10.00) per
share. The aforementioned capital
shall reserve funds for issuing
employee stock warrants which
shall be issued in installments
subject to the resolutions of the
board of directors.
Article 6
(Deleted) When the price of issued employee To deleted with current
stock warrants is lower than the practices.
closing price of the Company
common stocks as of the issuing
date, an issuer is required to obtain
the consent of at least two-thirds of
the voting rights represented at a
shareholders’ meeting attended by
shareholders representing a majority
of the total issued shares.
To transfer shares to employees at
less than the average actual share
repurchase price, the Company must
(Deleted) have obtained the consent of at least
two-thirds of the voting rights
present at the most recent
shareholders’ meeting attended by
shareholders representing a majority
of total issued shares.
Article 6 ~ Article 14 Article 7 ~ Article 15 To advance the article
number.
To delete provisions relating
Chapter 4: Director and Audit
Chapter 4: Director and Supervisor to supervisors to conform to
Committee
the change that the newly
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Amended Articles Current Articles Explanation
established audit committee.
Article 15 Article 16 1. To advance the article
The Company shall have five to The Company shall have five to number.
nine directors, to be elected at the nine directors and two supervisors, 2. To delete provisions
shareholders’ meeting. to be elected at the shareholders’ relating to supervisors.
meeting.
The number of directors indicated in The number of directors indicated in
the preceding paragraph shall not be the preceding paragraph shall not be
fewer than three seats for fewer than three seats for
independent directors which in turn independent directors which in turn
shall be no fewer than one-fifth shall be no fewer than one-fifth
(1/5) of the total board size. (1/5) of the total board size.
The directors shall be elected in The directors and supervisors shall
accordance with the candidate be elected in accordance with the
nomination process, meaning candidate nomination process,
shareholders shall elect the directors meaning shareholders shall elect the
among the nominees list in the directors and supervisors among the
roster of director candidates. nominees list in the roster of
director candidates.
(Paragraph 4 is not amended: The election of the directors shall
omitted) follow Article 198 of the Company
Act. The election of independent
and non-independent directors shall
be carried out together but their
votes calculated separately.
Candidates prevailing in the vote
count shall be deemed independent
directors and directors.
The tenure of office of the directors The tenure of office of the directors
shall be three years, and they shall and the supervisors shall be three
be eligible for re-election. years, and they shall be eligible for
re-election.
In case no election of new directors In case no election of new directors
is effected after expiration of the and supervisors is effected after
term of office of existing directors, expiration of the term of office of
the term of office of out-going existing directors and supervisors,
directors shall be extended until the the term of office of out-going
time new directors have been directors and supervisors shall be
elected and assumed their office. extended until the time new
directors and supervisors have been
elected and assumed their office.
Article 16 Article 17 1. To advance the article
The total number of shares held by The total number of shares held by number.
the directors shall follow the “Rules the directors and supervisors shall 2. To delete provisions
and Review Procedures for Director follow the “Rules and Review relating to supervisors.
and Supervisor Share Ownership Procedures for Director and
Ratios at Public Companies” Supervisor Share Ownership Ratios
designated by the competent at Public Companies” designated by
authority. the competent authority.
Article 17 Article 18 1. To advance the article
To disperse director law liability To disperse director and supervisor number.
risks and thereby increase the law liability risks and thereby 2. To delete provisions
Company’s governance capability, increase the Company’s governance relating to supervisors and
the Company may obtain Liability capability, the Company may obtain amend the wording.
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Amended Articles Current Articles Explanation
Insurance for all directors, and for Directors and Supervisors Liability
all reinvestment company director Insurance for all directors and
and supervisor representatives with supervisors, and for all reinvestment
respect to liabilities resulting from company director and supervisor
exercising their duties during their representatives with respect to
terms of directorship. liabilities resulting from exercising
their duties during their terms of
directorship.
The Company shall report the The Company shall report the
insured amount, coverage, premium insured amount, coverage, premium
rate, and other important contents of rate, and other important contents of
the Liability Insurance in the the Directors and Supervisors
preceding paragraph it has obtained Liability Insurance it has obtained
or renewed for directors, at the most or renewed for directors and
recent board meeting. supervisors, at the most recent board
meeting.
To advance the article
Article 18 Article 19
number.
Article 19 Article 20 1. To advance the article
(Paragraph 1~3 are not amended: The board of directors is convened number.
omitted) by the chairman. The meeting shall
be presided by the chairman. If he is
on leave or if, for any cause, he is
unable to perform his duties, the
chairman shall designate another
director to act on his behalf. Without
such a designation, the other
directors shall elect one from among
themselves to act for the chairman.
The board meeting may be
convened by video conference. A
director shall be deemed to attend
the board meeting in person if he
attends the video conference.
When a director is unable to attend
the meeting for some reason, he or
she may appoint another director as
a proxy to attend the meeting in his
or her behalf by executing a power
of attorney.
All board directors need to be All board directors and supervisors 2. To delete provisions
notified seven days prior to the need to be notified seven days prior relating to supervisors.
convening of board meetings. The to the convening of board meetings.
board must be able to convene at The board must be able to convene
any time in instances of at any time in instances of
emergencies. emergencies.
(Paragraph 5 is not amended: The notice to convene must
omitted) expressly stipulate the subject of the
meeting and be sent out in the form
of written notices, emails, or faxes.
To advance the article
Article 20 Article 21
number.
Article 21 Article 22 1. To advance the article
Pursuant to Article 14-4 of the The supervisors may attend the number.
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Amended Articles Current Articles Explanation
Securities and Exchange Act, directors’ meetings and express their 2. To add a new paragraph
the Company will establish an audit opinions but shall not vote at these and delete provisions
committee. The audit committee meetings. relating to supervisors to
shall make up of the entire number conform to the change that
of independent directors, is the newly established audit
responsible for executing powers committee.
relegated to supervisors by the
Company Act, Securities and
Exchange Act and other laws and
regulations.
Article 22 Article 23 1. To advance the article
When the Company’s directors When the Company directors and number.
execute their duties, regardless of supervisors execute their duties, 2. To delete provisions
whether the Company business regardless of whether the Company relating to supervisors.
operates at a profit or loss, the business operates at a profit or loss,
Company shall furnish their the Company shall furnish their
remuneration. The board is remuneration. The board is
authorized to determine authorized to determine
remuneration to directors and remuneration to directors and
supervisors based on their level of supervisors based on their level of
participation in the Company participation in the Company
operations and their individual operations and their individual
contributions, using industry contributions, using industry
standards as their reference. Such standards as their reference. Such
deliberations will refer to industry deliberations will refer to industry
norms and standards and not exceed norms and standards and not exceed
standard agreements per Company standard agreements per Company
management regulations for the management regulations for the
Company’s highest positions. Company’s highest positions.
To advance the article
Article 23 Article 24
number.
Article 24 Article 25 1. To advance the article
The fiscal year of the Company The fiscal year of the Company number.
shall begin on January 1 and end on shall begin on January 1 and end on
December 31 of each year. Annual December 31 of each year. Annual
closing of books shall be done at the closing of books shall be done at the
close of each fiscal year. The board close of each fiscal year. The board
of directors shall then have the of directors shall then have the
following financial statements and following financial statements and
other reports prepared in accordance other reports prepared in accordance
with the Company Act, and shall with the Company Act, and shall
deliver these to the audit committee deliver these to the supervisor for 2. To delete provisions
for examination 30 days before the examination 30 days before the date relating to supervisors.
date fixed for the regular fixed for the regular shareholders’
shareholders’ meeting: meeting.
(1) Report on operations; (1) Report on operations;
(2) Financial statements; and (2) Financial statements; and
(3) Proposals on distribution of (3) Proposals on distribution of
profits or covering of losses. profits or covering of losses.
Article 25 Article 26 1. To advance the article
At the end of the fiscal year, if the At the end of the fiscal year, if the number.
Company operates at a profit (the Company operates at a profit (the 2. To delete provisions
profit so-called is pre-tax profit profit so-called is pre-tax profit relating to supervisors.
before deducting remuneration for before deducting remuneration for
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| Amended Articles | Current Articles | Explanation |
|---|---|---|
| distributed employees and directors) it shall contribute an employee bonus consisting of 8%-15% of employee salaries and bonuses to directors consisting of no more than 3% of their salaries. However, any losses accumulated by the Company to date shall be paid off first. The employee bonus in the preceding paragraph shall be distributed in the form of shares or in cash and object of payment includes the employees of parents or subsidiaries of the Company meeting certain specific requirements. Thedirectors’ remuneration shall be distributed in the form of cash. The items in the preceding two paragraphs shall be undertaken by resolution of the board of directors and a report shall be submitted to the shareholders’ meeting. |
distributed employees and directors and supervisors)it shall contribute an employee bonus consisting of 8%-15% of employee salaries and bonuses to directorsand supervisors consisting of no more than 3% of their salaries. However, any losses accumulated by the Company to date shall be paid off first. The employee bonus in the preceding paragraph shall be distributed in the form of shares or in cash and object of payment includes the employees of parents or subsidiaries of the Company meeting certain specific requirements. Thedirectors and supervisors’ remuneration shall be distributed in the form of cash. The items in the preceding two paragraphs shall be undertaken by resolution of the board of directors and a report shall be submitted to the shareholders’meeting. |
|
| Article 26 ~ Article 28 | Article 27 ~ Article 29 | To advance the article number. |
| Article29 The Articles of Incorporation was first made executed on October 1, 1993 The first amendment was made on July 31, 1998 The second amendment was made on March 14, 2000 The third amendment was made on July 20, 2000 The fourth amendment was made on August 14, 2000 The fifth amendment was made on June 3, 2002 The sixth amendment was made on June 9, 2004 The seventh amendment was made on May 16. 2005 The eighth amendment was made on June 12, 2006 The ninth amendment was made on June 11, 2008 The tenth amendment was made on June 10, 2009 The eleventh amendment was made on June 17, 2010 The twelfth amendment was made on June 15, 2012 |
Article30 The Articles of Incorporation was first made executed on October 1, 1993 The first amendment was made on July 31, 1998 The second amendment was made on March 14, 2000 The third amendment was made on July 20, 2000 The fourth amendment was made on August 14, 2000 The fifth amendment was made on June 3, 2002 The sixth amendment was made on June 9, 2004 The seventh amendment was made on May 16. 2005 The eighth amendment was made on June 12, 2006 The ninth amendment was made on June 11, 2008 The tenth amendment was made on June 10, 2009 The eleventh amendment was made on June 17, 2010 The twelfth amendment was made on June 15, 2012 |
1. To advance the article number. |
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Amended Articles Current Articles Explanation
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| The thirteenth amendment was made on June 24, 2015 The fourteenth amendment was made on June 7, 2016 The fifteenth amendment was made on June 8, 2017 The Sixteenth amendment was made on May 29, 2019 The Seventeenth amendment was made on May 28, 2020 The Eighteenth amendment was made on May 27, 2021 |
The thirteenth amendment was made on June 24, 2015 The fourteenth amendment was made on June 7, 2016 The fifteenth amendment was made on June 8, 2017 The Sixteenth amendment was made on May 29, 2019 The Seventeenth amendment was made on May 28, 2020 |
2. To add the date. |
Attachment 6: Comparison Table of the “Rules and Procedures of Shareholders’ Meetings” Amendments
104 Corporation
Comparison Table of the “Rules and Procedures of Shareholders’ Meetings” Amendments
| Amended Articles | Current Articles | Explanation | |
|---|---|---|---|
| Article 6 A shareholders’ meeting convened by the board of directors shall be presided over by the chairperson of the board of directors. If the chairperson of the board of directors is on leave or, for some reason, is unable to exercise his/her authority, the chairperson shall appoint one of the other directors to chair the meeting. Without any such designation, the other directors shall elect an acting chair for the meeting from among themselves. (Paragraph 2 is not amended: omitted) |
Article 6 A shareholders’ meeting convened by the board of directors shall be presided over by the chairperson of the board of directors. If the chairperson of the board of directors is on leave or, for some reason, is unable to exercise his/her authority, the vice chairperson of the board of directors shall act on his/her behalf. In the absence of a vice chairperson or in the case of the vice chairperson also being on leave or unable to carry out such a duty for some reason, the chairperson shall designate one of the managing directors to preside as chair. In the absence of managing directors,the chairperson shall appoint one of the other directors to chair the meeting. Without any such designation, managing directors orthe other directors shall elect an acting chair for the meeting from among themselves. A shareholders’ meeting not called by the board of directors but by any other person entitled to convene such a meeting shall be presided over by the person convening the meeting. |
To amend with current practices, there are currently no vice chairman of the board of directors and managing directors, so the relevant provisions are deleted. |
|
| Article 11 For a shareholders’ meeting convened by the board of directors, the meeting’s agenda shall be set by the board of directors, andeach proposal (including extempore motions and amendments to proposals) must be voted on by poll, and the chairperson may decide to vote on a case by case basis, or adopt a package vote or split vote against various motions (including the motion for election), and count votes separately. The meeting shall proceed as set by the agenda unless otherwise |
Article 11 For a shareholders’ meeting convened by the board of directors, the meeting’s agenda shall be set by the board of directors, andthe meeting shall proceed as set by the agenda unless otherwise changed by a resolution passed in the shareholders’ meeting. |
To amended with current practices as since 2018, listed OTC companies have used electronic voting and implemented the spirit of voting by poll. |
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Amended Articles Current Articles Explanation
changed by a resolution passed in
the shareholders’ meeting.
(Paragraph 2 is not amended: The provision prescribed in the
omitted) preceding paragraph shall also apply
to a shareholders’ meeting not called
by the board of directors but by any
other person entitled to convene
such a meeting.
Article 19 Article 19
(Paragraph 1 is not amended: Every shareholder shall have one
omitted) vote for each share held; however,
shareholders who are subject to
restrictions or without voting rights
as provided in Paragraph 2, Article
179 of the Company Act shall be
excluded.
Unless otherwise provided by the Unless otherwise provided by the
Company Act and the Company’s Company Act and the Company’s
Articles of Incorporation, a motion Articles of Incorporation, a motion
put to a vote shall be approved by put to a vote shall be approved by
the majority of votes represented by the majority of votes represented by
the shareholders in attendance. the shareholders in attendance. For To deleted with current
the voting, if no objection is voiced practices and implemented
after an inquiry by the chair, a the spirit of voting by poll.
motion shall be deemed as approved
with the same effect as votes cast.
Article 24 Article 24
(Paragraph 1~2 are not amended: All resolutions reached at a
omitted) shareholders’ meeting shall be
compiled in the form of meeting
minutes. The meeting minutes shall
be signed or stamped by the chair
and shall be distributed to each
shareholder within 20 days of the
meeting.
The Company may distribute the
meeting minutes in the form of an
announcement by means of a public
notice.
The date (year, month, and day) and The date (year, month, and day) and 1. To amended with current
place of the meeting, the name of place of the meeting, the name of practices and implemented
the chairperson, the resolution the chairperson, the resolution the spirit of voting by poll.
method, the summary of method, the summary of
proceedings, the results of proceedings, and outcomes of the
resolutions (including full voting meeting shall be recorded in the
results of the poll), and in the event meeting minutes, and the meeting
of election of directors, each minutes shall be permanently
candidate’s result shall be recorded retained as along as the Company
in the meeting minutes, and the exists.
meeting minutes shall be
permanently retained as along as the
Company exists.
(Deleted) Regarding the resolution method as 2. The voting method has
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Amended Articles Current Articles Explanation
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| mentioned in the preceding paragraph shall be determined in accordance with the laws or ordinance and the Articles of Incorporations of the company. However, if there are any objections, the voting method as well as the number of votes in favor and the ratio of votes in favor over total votes cast shall be specified in the meeting minutes. |
been regulated in Article 11, so this paragraph is deleted. |
Attachment 7: Comparison Table of the “Directors and Supervisors Election Guidelines” Amendments
104 Corporation
Comparison Table of the “Directors and Supervisors Election Guidelines” Amendments
| Amended Articles | Current Articles | Current Articles | Explanation |
|---|---|---|---|
| Directors Election Guidelines | Directors and Guidelines |
SupervisorsElection | To delete provisions relating to supervisors to conform to the change that the newly established audit committee. |
| Article 1 Except as otherwise provided by law and regulation or by the Company’s Articles of Incorporation, elections of directors shall be conducted in accordance with the Rules. |
Article 1 Except as otherwise provided by law and regulation or by the Company’s Articles of Incorporation, elections of directors and supervisorsshall be conducted in accordance with the Rules. |
To delete provisions relating to supervisors. |
|
| Article 2 (Paragraph 1 is not amended: omitted) (Deleted) (Deleted) |
Article 2 More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director. At least one supervisor position must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other supervisor or with any director. At least one of the supervisors must be domiciled in the Republic of China (Taiwan) to be able to promptly fulfill the functions of supervisor. |
To delete provisions relating to supervisors. |
|
| Article 3 The cumulative voting method shall be used for elections of the directors at the Company. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Each share will have voting rights in numbers equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates. |
Article 3 The cumulative voting method shall be used for elections of the directors and supervisorsat the Company. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Each share will have voting rights in numbers equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.Elections of the independent directors and non- independent directors shall be held together, with voting rights separately calculated for these two positions. |
To delete provisions relating to supervisors. Part of the provisions moved to Article 4. |
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Amended Articles Current Articles Explanation
Article 4 Article 4
The number of independent The number of directors and To delete provisions relating
directors and non-independent supervisors will be as specified in to supervisors and amend the
directors will be as specified in the the Company’s Articles of wording.
Company’s Articles of Incorporation. Those receiving
Incorporation, and elections shall be ballots representing the highest
held together, with voting rights numbers of voting rights will
separately calculated for these two sequentially be elected as the
positions. Those receiving ballots directors or supervisors according to
representing the highest numbers of their respective numbers of votes.
voting rights will sequentially be When two or more persons receive
elected according to their respective the same number of vote, thus
numbers of votes. When two or exceeding the specified number of
more persons receive the same positions, they shall draw lots to
number of vote, thus exceeding the determine the winner, with the chair
specified number of positions, they drawing lots on behalf of any person
shall draw lots to determine the not in attendance.
winner, with the chair drawing lots
on behalf of any person not in
attendance.
Article 5 Article 5
The Company shall comply with the The Company shall comply with the To delete provisions relating
Articles of Incorporation to adopt a Articles of Incorporation to adopt a to supervisors and amend the
candidate nomination system for the candidate nomination system for the wording.
election of the directors. The election of the directors and
shareholders shall elect the directors supervisors. The shareholders shall
from among the nominees listed in elect the directors and supervisors
the roster of director candidates. from among the nominees listed in
the roster of director and supervisor
candidates.
Any shareholder holding 1% or Any shareholder holding 1% or
more of the total number of more of the total number of
outstanding shares issued by the outstanding shares issued by the
Company may submit to the Company may submit to the
Company in writing a roster of Company in writing a roster of
independent directors and non- director and supervisor candidates
independent directors candidates that shall describe the name,
that shall describe the name, education background and past
education background and past work experience, provided that the
work experience, provided that the total number of director and
total number of director and supervisor candidates so nominated
supervisor candidates so nominated shall not exceed the quota of the
shall not exceed the quota of the directors and supervisors to be
independent directors and non- elected. This restrictive condition
independent directors to be elected. shall also be applicable to the roster
This restrictive condition shall also of director and supervisor
be applicable to the nominated by candidates nominated by the board
the board of directors of the of directors of the Company.
Company.
Article 8 Article 8
A ballot is invalid under any of the A ballot is invalid under any of the
following circumstances: following circumstances:
1. The ballot was not prepared by 1. The ballot was not prepared by
the Company. the Company.
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| Amended Articles | Current Articles | Explanation |
|---|---|---|
| 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. Other words or marks are entered in addition toParagraph 2, Article 7, and the number of voting rights allotted. |
2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. Other words or marks are entered in addition tothe candidate’s name, account number, identity card number, attendance card number and the number of voting rights allotted. |
To amend the wording. |
| Article 9 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair or a delegated master of ceremony on the site, including the list of persons elected as directors and the numbers of votes with which they were elected. |
Article 9 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair or a delegated master of ceremony on the site, including the list of persons elected as directorsor supervisorsand the numbers of votes with which they were elected. |
To delete provisions relating to supervisors and amend the wording. |
Attachment 8: Comparison Table of the “Procedure for Acquisition and Disposal of Assets” Amendments
104 Corporation
Comparison Table of the “Procedure for Acquisition and Disposal of Assets” Amendments
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Amended Articles Current Articles Explanation
----- End of picture text -----
| Amended Articles Current Articles Explanation |
Amended Articles Current Articles Explanation |
Amended Articles Current Articles Explanation |
Amended Articles Current Articles Explanation |
|---|---|---|---|
Article 8:Director or IndependentDirector’s Dissent with regard to the Acquisition or Disposal of Assets. With respect to the Company’s acquisition or disposal of assets that is subject to the approval of the Board of Directors under the Procedures orprovision of another act, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director’s dissenting opinion to eachmembers on the audit committee. (Deleted) Any transaction involving major assets or derivatives the decision of which requires submission to the Board of Directors for discussion according to the Procedure or regulations of laws shall be concurred in by more than half of all audit committee members and be submitted to the Board of Directors for determination. In the absence of concurrence by over half of all audit committee members for the regulatory audit committee consent matter(s) as required by the Procedure, the matter(s) may be implemented by approval by over two-thirds of all Directors, and the minutes of the |
Article 8:Director or IndependentDirector’s Dissent with regard to the Acquisition or Disposal of Assets. With respect to the Company’s acquisition or disposal of assets that is subject to the approval of the Board of Directors under the Procedures, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director’s dissenting opinion to each supervisor. Where the position of the independent director has been created in the Company, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, this shall be recorded in the minutes of the Board of Directors meeting. |
To amend the wording to conform to the change that the newly established audit committee. |
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Amended Articles Current Articles Explanation
Board of Directors shall record the
resolution(s) of the audit committee.
The “all audit committee members”
and “all Directors” shall be the de
facto account of numbers of people
then holding respective offices.
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| Amended Articles Current Articles Explanation |
Amended Articles Current Articles Explanation |
Amended Articles Current Articles Explanation |
|---|---|---|
| Board of Directors shall record the resolution(s) of the audit committee. The“all audit committee members” and“all Directors”shall be the de facto account of numbers of people then holding respective offices. |
||
Article 11:Related Partytransactions (Subparagraph 1 is not amended: omitted) 2. When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of the Company’s paid-in capital, 10% or more of the total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by theaudit committee, and then approved by theBoard of Directors: (Item 1~7 are not amended: omitted) (Deleted) |
Article 11:Related Partytransactions (Subparagraph 1 is not amended: omitted) 2. When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of the Company’s paid-in capital, 10% or more of the total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directorsand recognized by the supervisors: (Item 1~7 are not amended: omitted) Where the position of independent director has been created in the Company, when a matter is submitted for discussion by the Board of Directors pursuant to Subparagraph 2, the Board of Directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about |
To amend the wording to conform to the change that the newly established audit committee. |
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Amended Articles Current Articles Explanation
any matter, this shall be recorded
in the minutes of the Board of
Directors meeting.
(Subparagraph 3~6 are not (Subparagraph 3~6 are not
amended: omitted) amended: omitted)
7. Where the Company acquires 7. Where the Company acquires
real property or right-of-use real property or right-of-use
assets thereof from a related assets thereof from a related
party and the results of appraisals party and the results of appraisals
conducted in accordance with conducted in accordance with
Subparagraph 3 of this Article are Subparagraph 3 of this Article are
uniformly lower than the uniformly lower than the
transaction price, the following transaction price, the following
steps shall be taken: steps shall be taken:
(1) A special reserve shall be set (1) A special reserve shall be set
aside in accordance with aside in accordance with
Paragraph 1 of Article 41 of the Paragraph 1 of Article 41 of the
Securities and Exchange Act Securities and Exchange Act
against the difference between against the difference between
the real property or right-of-use the real property or right-of-use
assets thereof transaction price assets thereof transaction price
and the appraised cost, and may and the appraised cost, and may
not be distributed or used for not be distributed or used for
capital increase or issuance of capital increase or issuance of
bonus shares. Where the bonus shares. Where the
Company uses the equity Company uses the equity
method to account for its method to account for its
investment in another public investment in another public
company, the special reserve company, the special reserve
called for pursuant to law shall called for pursuant to law shall
be set aside pro rata in a be set aside pro rata in a
proportion consistent with the proportion consistent with the
share of the Company’s equity share of the Company’s equity
stake in the other company. stake in the other company.
(2) The independent director (2) Supervisors shall comply with
members of the audit committee Article 218 of the Company Act.
shall comply with Article 218 of
the Company Act.
(Item 3~5 are not amended: (Item 3~5 are not amended:
omitted) omitted)
(Subparagraph 8 is not amended: (Subparagraph 8 is not amended:
omitted) omitted)
Article 11-1 Article 11-1
The calculation of the transaction The calculation of the transaction To amend the wording to
amounts referred to in Article 9, amounts referred to in Article 9, conform to the change that
Article 10 and Subparagraph 1 of Article 10 and Subparagraph 1 of the newly established audit
Article 11 shall be made in Article 11 shall be made in committee.
accordance with Subparagraph 2 of accordance with Subparagraph 2 of
Article 14 herein, and “within the Article 14 herein, and “within the
preceding year” as used herein preceding year” as used herein
refers to the year preceding the date refers to the year preceding the date
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| Amended Articles | Current Articles | Explanation | |
|---|---|---|---|
| of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. The calculation of the transaction amounts referred to in Subparagraph 2 of Article 11 shall be made in accordance with Subparagraph 2 of Article 14 herein. “Within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by theaudit committee, and then approved by theBoard of Directors need not be counted toward the transaction amount. |
of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. The calculation of the transaction amounts referred to in Subparagraph 2 of Article 11 shall be made in accordance with Subparagraph 2 of Article 14 herein. “Within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Board of Directors and recognized by the supervisors need not be counted toward the transaction amount. |
||
Article 12:Engaging inDerivatives Trading (Subparagraph 1~7 are not amended: omitted) 8. Internal control (Item 1~2 are not amended: omitted) (3)Periodicevaluation (Item 3-1~3-3 are not amended: omitted) iv. When an irregularity occurs, the finance supervisor shall adopt necessary countermeasures and report to the Board of Directors instantly.The independent directors shall attend the Board of Director's meeting and give opinions. (Item 3-5 is not amended: omitted) 9. Internal audit system (1) Internal auditors shall, pursuant to the Procedures, understand the suitability of internal control for derivatives trading on a regular basis, audit the trading department's compliance with the “Procedure for Acquisition and Disposal of Assets”, analyze the trading cycle on a monthly basis, and prepare an audit |
Article 12:Engaging inDerivatives Trading (Subparagraph 1~7 are not amended: omitted) 8. Internal control (Item 1~2 are not amended: omitted) (3)Periodicevaluation (Item 3-1~3-3 are not amended: omitted) iv. When an irregularity occurs, the finance supervisor shall adopt necessary countermeasures and report to the Board of Directors instantly.If there are independent directors on the Board, the independent directors shall attend the Board of Director's meeting and give opinions. (Item 3-5 is not amended: omitted) 9. Internal audit system (1) Internal auditors shall, pursuant to the Procedures, understand the suitability of internal control for derivatives trading on a regular basis, audit the trading department's compliance with the “Procedure for Acquisition and Disposal of Assets”, analyze the trading cycle on a monthly basis, and prepare an audit |
To amend the wording to conform to the change that the newly established audit committee. |
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Amended Articles Current Articles Explanation
report. In the event of report. In the event of
discoveries of material discoveries of material
violations, a written notice shall violations, a written notice shall
be submitted to the audit be submitted to the supervisors.
committee. Where independent directors
have been appointed in
accordance with the provisions
of the Act, for matters for which
notice shall be given to the
supervisors under the preceding
paragraph, written notice shall
also be given to the independent
directors.
(Item 2 is not amended: omitted) (Item 2 is not amended: omitted)
Article 19 Article 19
The Procedures, and any The Procedures, and any To amend the wording to
amendments thereto, shall first be amendments thereto, shall be conform to the change that
submitted to the audit committee, submitted to the supervisors and the newly established audit
and Board of Directors for a reported to the Board of Directors committee.
decision beforehand, and reported to for approval prior to
a shareholders' meeting for approval implementation. If any director
prior to implementation. If any expresses dissent and it is contained
director expresses dissent and it is in the minutes or a written
contained in the minutes or a written statement, the Company shall
statement, the Company shall record submit the director's dissenting
the director's dissenting opinion in opinion to each supervisor.
the minutes of the board of directors
meeting.
(Deleted) Where the position of independent
director has been created, if an
independent director objects to or
expresses reservations about any
matter, this shall be recorded in the
minutes of the Board of Directors
meeting.
In the absence of concurrence by
over half of all audit committee
members for the regulatory audit
committee consent matter(s) as
required by the Procedure, the
matter(s) may be implemented by
approval by over two-thirds of all
Directors, and the minutes of the
Board of Directors shall record the
resolution(s) of the audit committee.
The “all audit committee members”
and “all Directors” shall be the de
facto account of numbers of people
then holding respective offices.
Article 20 Article 20
The Procedures were established on The Procedures were established on
June 10, 2003 June 10, 2003
The first amendment was on June 9, The first amendment was on June 9,
2004 2004
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----- Start of picture text -----
Amended Articles Current Articles Explanation
----- End of picture text -----
| The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 15, 2012 The fifth amendment was on June 19, 2014 The sixth amendment was on June 8, 2017 The seventh amendment was on May 29, 2019 The eighth amendment was on May 27, 2021 |
The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 15, 2012 The fifth amendment was on June 19, 2014 The sixth amendment was on June 8, 2017 The seventh amendment was on May 29, 2019 |
To add the date. |
Attachment 9: Comparison Table of the “Procedure for Loaning of Funds and Making of Endorsements/Guarantees” Amendments
104 Corporation
Comparison Table of the “Procedure for Loaning of Funds and Making of Endorsements/Guarantees” Amendments
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Amended Articles Current Articles Explanation
Article 6 Article 6
(Paragraph 1 is not amended: (Paragraph 1 is not amended:
omitted) omitted)
The above review proposal should The above review proposal should To amend the wording to
first be submitted to the audit be submitted to Board of Directors conform to the change that
committee, and Board of Directors for approval. the newly established audit
for a decision beforehand. committee.
(Paragraph 3 is not amended: (Paragraph 3 is not amended:
omitted) omitted)
(Deleted) Where the Company has established
the position of independent director,
when Loaning Funds to Others for
discussion by the Board of Directors
under the preceding paragraph, the
Board of Directors shall take into
full consideration each independent
director's opinion; independent
directors' opinions specifically
expressing assent or dissent and
their reasons for dissent shall be
included in the minutes of the Board
of Directors' meeting.
Article 8 : Guidelines of Funds Article 8 : Guidelines of Funds
Lent Lent
(Subparagraph 1~3 are not (Subparagraph 1~3 are not
amended: omitted) amended: omitted)
4. If, as a result of a change in 4. If, as a result of a change in To amend the wording to
circumstances, an entity for circumstances, an entity for conform to the change that
which an endorsement/guarantee which an endorsement/guarantee the newly established audit
is made does not meet the is made does not meet the committee.
requirements of Article 3 or the requirements of Article 3 or the
loan balance exceeds the limit, loan balance exceeds the limit,
the Company shall adopt the Company shall adopt
rectification plans and submit the rectification plans and submit the
rectification plans to all the audit rectification plans to all the
committee members, and shall supervisors and independent
complete the rectification directors, and shall complete the
according to the timeframe set rectification according to the
out in the plan. timeframe set out in the plan.
Article 12 : Hierarchy of decision- Article 12 : Hierarchy of decision-
making authority and delegation making authority and delegation
thereof of endorsements/guarantees thereof of endorsements/guarantees
(Subparagraph 1~3 are not (Subparagraph 1~3 are not
amended: omitted) amended: omitted)
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Amended Articles Current Articles Explanation
4. The aforementioned matters 4. Where the Company has To amend the wording to
subject to the approval of the established the position of conform to the change that
Board of Directors shall be independent director, when it the newly established audit
submitted to the audit submits its Operational committee.
committee for approved, and Procedures for Loaning Funds to
then approved by the Board of Others for discussion by the
Directors. Board of Directors under the
preceding 2 subparagraphs, the
board of directors shall take into
full consideration each
independent director's opinion;
independent directors' opinions
specifically expressing assent or
dissent and their reasons for
dissent shall be included in the
minutes of the board of directors'
meeting.
Article 14 Article 14
Where as a result of changes of Where as a result of changes of To amend the wording to
condition the entity for which an condition the entity for which an conform to the change that
endorsement/guarantee is made no endorsement/guarantee is made no the newly established audit
longer meets the requirements of longer meets the requirements of committee.
these Regulations, or the amount of these Regulations, or the amount of
endorsement/guarantee exceeds the endorsement/guarantee exceeds the
limit, the Finance Division shall limit, the Finance Division shall
adopt rectification plans, which the adopt rectification plans, which the
chairman has approved to discharge chairman has approved to discharge
the amount in excess within a given the amount in excess within a given
time limit, and submit the time limit, and submit the
rectification plans to all the audit rectification plans to all the
committee members, and shall supervisors and independent
complete the rectification according directors in Board of Directors, and
to the timeframe set out in the plan. shall complete the rectification
according to the timeframe set out
in the plan.
Article 18 Article 18
The internal auditors shall audit the The internal auditors shall audit the To amend the wording to
Operational Procedures for Loaning Operational Procedures for Loaning conform to the change that
Funds to Others and the Funds to Others and the the newly established audit
implementation thereof no less implementation thereof no less committee.
frequently than quarterly and frequently than quarterly and
prepare written records accordingly. prepare written records accordingly.
They shall promptly notify all the They shall promptly notify all the
audit committee members in writing supervisors and independent
of any material violation found. directors in writing of any material
violation found.
Article 19 Article 19
When the relevant personnel When the relevant personnel Wording is amended. (Only
violates the Procedures and violates the Procedures and for the Chinese version)
applicable law, the Company may applicable law, the Company may
issue a warning, reprimand, issue a warning, reprimand,
demotion, suspension of duties or demotion, suspension of duties or
make other punishments based on make other punishments based on
the severity and use, such as internal the severity and use, such as internal
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| Amended Articles | Current Articles | Explanation | |
|---|---|---|---|
| review items. | review items. | ||
| Article 20 Items not dealt with in the Procedures will be executed in compliance with legal regulations and the Company's relevant articles. If the competent authority amends the originally publicized Order for the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees, the Company shall abide by the new order. |
Article 20 Items not dealt with in the Procedures will be executed in compliance with legal regulations and the Company's relevant articles. If the competent authority amends the originally publicized Order for the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees, the Company shall abide by the new order. |
Wording is amended. (Only for the Chinese version) |
|
| Article 21 TheProcedures, and any amendments thereto, shall first be submitted to the audit committee, and Board of Directors for a decision beforehand, and reported to a shareholders'meeting for approval prior to implementation. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall record the director's dissenting opinion in the minutes of the Board of Directors meeting. (Deleted) In the absence of concurrence by over half of all audit committee members for the regulatory audit committee consent matter(s) as required by the Procedure, the matter(s) may be implemented by approval by over two-thirds of all Directors, and the minutes of the Board of Directors shall record the |
Article 21 TheCompany shall formulate its Operational Procedures for Endorsements/Guarantees in compliance with these Regulations, and, after passage by the Board of Directors, submit the same to each supervisor and for approval by the shareholders’meeting. Where there any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinions to each supervisor and for discussion by the shareholders’meeting. The same shall apply to any amendments to the Procedures. Where the Company has established the position of independent director, when it submits the Operational Procedures for Endorsements/Guarantees for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each independent director's opinions; the independent directors’opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the Board of Directors'meeting. |
To amend the wording to conform to the change that the newly established audit committee. |
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----- Start of picture text -----
Amended Articles Current Articles Explanation
resolution(s) of the audit committee.
The “all audit committee members”
and “all Directors” shall be the de
facto account of numbers of people
then holding respective offices.
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| Amended Articles Current Articles Explanation |
Amended Articles Current Articles Explanation |
Amended Articles Current Articles Explanation |
Amended Articles Current Articles Explanation |
|---|---|---|---|
| resolution(s) of the audit committee. The“all audit committee members” and“all Directors”shall be the de facto account of numbers of people then holding respective offices. |
|||
| Article 22 The Procedure was established on June 10, 2003 The first amendment was on June 9, 2004 The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 11, 2008 The fifth amendment was on June 10, 2009 The sixth amendment was on June 17, 2010 The seventh amendment was on June 9, 2011 The eighth amendment was on June 15, 2012 The ninth amendment was on June 28, 2013 The tenth amendment was on May 29, 2019 The eleventh amendment was on May 27, 2021 |
Article 22 The Procedure was established on June 10, 2003 The first amendment was on June 9, 2004 The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 11, 2008 The fifth amendment was on June 10, 2009 The sixth amendment was on June 17, 2010 The seventh amendment was on June 9, 2011 The eighth amendment was on June 15, 2012 The ninth amendment was on June 28, 2013 The tenth amendment was on May 29, 2019 |
To add the date. |
Attachment 10: The Roster of Director Candidates
| Type | Candidate | Shareholding (Unit :Shares) |
Education | Work experience | Current Position |
|---|---|---|---|---|---|
| Director | Rocky Yang | 4,495,402 | ․Bachelor of Foreign Languages & Literature at Cheng Kung University |
․Manager of Tailami Laminex Co., Ltd. ․Manager of SUNREX |
․Chairman and General Manager of the Company ․Chairman and General Manager of 104 Consulting Corporation ․Executive Director and Legal Representative of Redpoint Information Technology (Shanghai) Co., Ltd. ․Chairman and Legal Representative of 104 Human Resources Consultancy (Shanghai) Co., Ltd. ․Chairman of 104 Hope Foundation ․Chairman of Askforce Corporation ․Director of Tian Mei CharityFoundation |
| Steven Su | 252,271 | ․LL.M, The University of Houston, Law Center, Texas, U.S.A |
․Managing Director of Su & Yeh Law Firm ․General Manager of 104Consulting Corporation ․Adjunct Instructor of Vanung University and Hwa Hsia University of Technology |
․Chief Legal Officer of the Company ․Director of 104 Consulting Corporation ․Supervisor of 104 Human Resource Consultancy (Shanghai) Co., Ltd. ․Director of 104 Hope Foundation |
|
| Simon Juan | 132,240 | ․M.A European Study Katholieke Universiteit Leuven, Belgium |
․Business Director (China) of Digital Imaging System, Philips China ․General Manager of 104 Corporation ․Director of 104 Hope Foundation |
․Supervisor of 104 Consulting Corporation ․Marketing Consultant Convener of B Current Impact Investment Inc. ․Director of Tian Mei Charity Foundation |
|
| Mark Chang | 0 | ․Bachelor of Mechanical Engineering, University of Texas at Austin ․Master of Mechanical Engineering, Massachusetts Institute of Technology |
․Kendall International regional director of sales and marketing for Malaysia ․Director-Innity Bhd, Malaysia ․Executive Director and Chief Executive Officer-JcbNext Berhad ․Independent Director-MOL Global ․Independent Director-Vitrox corp Bhd, Malaysia |
․Director-Greenfield Japan Kabushiki Kaisha ․Director-JcbNext Pte Ltd, Singapore |
| Type | Candidate | Shareholding (Unit :Shares) |
Education | Work experience | Current Position |
|---|---|---|---|---|---|
| Independent Director |
Chin-Li Lin |
0 | ․Master of The Social WelfareInstitute, National Chung Cheng University |
․Vice President of Taiwan Home Service Strategic Alliance |
․Member of Remuneration Committee of the Company ․President of Taiwan Home Service Strategic Alliance ․Director and CEO of Yunlin Elder Welfare Protection Association ․CEO of Chun-Tai Social Welfare Foundation, Yunlin County Private ․Chairman of Don-Zen Senior Citizen’s Home, Yunlin County Private ․President of Taiwan Self-Reliance Care Professional Development Association ․Supervisor of Formosan Association of Care and Education for the Seniors ․Part-Time Lecturer of The Department of Golden-Ager Industry Management, Chaoyang University of Technology ․Members of The Long Term Care Promotion Committee of Executive Yuan ․Adjunct Consultant of Ministry of Health Welfare ․Consultant of Taipei City Government ․Consultant of Yunlin CountyGovernment |
․President of Yunlin Elder Welfare |
|||||
| Protection Association | |||||
| ․Executive Director of Don-Zen Senior Citizen’s Home, Yunlin County Private |
|||||
| Sean Lien | 0 | ․Master of Science, ComputerScience & Information Engineering, National Taiwan University ․EMBA of InternationalBusiness, College of Management, National Taiwan University |
․Vice President of ShiningTech Technology ․Vice President of Yam DigitalTechnology |
․Member of Remuneration Committee of the Company ․Independent Director and Member of Remuneration Committee and Audit Committee of Adlink Technology Inc. ․Director of Farobot Inc. ․Director of Shu Mei Culture & Art Foundation ․President ofgTech Velocity,APAC |
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Shareholding
Type Candidate (Unit : Shares) Education Work experience Current Position
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| Type Candidate Shareholding (Unit :Shares)Education Work experience Current Position |
Type Candidate Shareholding (Unit :Shares)Education Work experience Current Position |
Type Candidate Shareholding (Unit :Shares)Education Work experience Current Position |
Type Candidate Shareholding (Unit :Shares)Education Work experience Current Position |
Type Candidate Shareholding (Unit :Shares)Education Work experience Current Position |
Type Candidate Shareholding (Unit :Shares)Education Work experience Current Position |
|---|---|---|---|---|---|
| Independent Director |
Chung-Huey Huang |
0 | ․Ph.D. in Accounting, StateUniversity of New York at Buffalo ․Master of Accounting,National Chengchi University |
․Member of TPEx Mainboard ListingReview Committee ․Member of Accounting and AuditingCommittee of The National Federation of CPA Associations of the R.O.C. ․Supervisor of Taiwan AerospaceCorporation ․IndependentDirector of AerospaceIndustrial Development Corporation |
․Professor of Department of Accountancy,National Taipei University ․Director of Small and Medium EnterpriseCredit Guarantee Fund of Taiwan ․Supervisor of Taiwan Drug Relief Foundation․Member of Public Debt AdministrationCommittee of Ministry of Finance ․Member of Labor Funds SupervisoryCommittee of Ministry of Labor ․Member of CPA Examination ReviewCommittee of Ministry of Examination ․Member of Incubation Board for Startup andAcceleration Firms Review Committee of Economic Development Department of New Taipei City Government ․Adjunct Professor of Accountancy of TheSchool of Management, National Taiwan University of Science and Technology |
Attachment 11: Information Related to Release of Non-Competition Restriction on Directors
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----- Start of picture text -----
Name Duty at other Company
․Chairman and General Manager of 104 Consulting Corporation (Note 1)
․Executive Director and Legal Representative of Redpoint Information Technology
(Shanghai) Co., Ltd. (Note 1)
․Chairman and Legal Representative of 104 Human Resources Consultancy
Rocky Yang
(Shanghai) Co., Ltd. (Note 2)
․Chairman of 104 Hope Foundation
․Chairman of Askforce Corporation
․Director of Tian Mei Charity Foundation
․Director of 104 Consulting Corporation (Note 1)
Steven Su ․Supervisor of 104 Human Resource Consultancy (Shanghai) Co., Ltd. (Note 2)
․Director of 104 Hope Foundation
․Supervisor of 104 Consulting Corporation (Note 1)
Simon Juan ․Marketing Consultant Convener of B Current Impact Investment Inc.
․Director of Tian Mei Charity Foundation
․Director-Greenfield Japan Kabushiki Kaisha
Mark Chang ․Director-JcbNext Pte Ltd, Singapore
․President of Taiwan Home Service Strategic Alliance
․Director and CEO of Yunlin Elder Welfare Protection Association
․CEO of Chun-Tai Social Welfare Foundation, Yunlin County Private
․Chairman of Don-Zen Senior Citizen’s Home, Yunlin County Private
․President of Taiwan Self-Reliance Care Professional Development Association
Chin-Li ․Supervisor of Formosan Association of Care and Education for the Seniors
Lin ․Part-Time Lecturer of The Department of Golden-Ager Industry Management,
Chaoyang University of Technology
․Members of The Long Term Care Promotion Committee of Executive Yuan
․Adjunct Consultant of Ministry of Health Welfare
․Consultant of Taipei City Government
․Consultant of Yunlin County Government
․Independent Director and Member of Remuneration Committee and Audit Committee
of Adlink Technology Inc.
Sean Lien ․Director of Farobot Inc.
․Director of Shu Mei Culture & Art Foundation
․President of gTech Velocity, APAC
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Note 1 : The 100% owned subsidiary of the Company. Note 2 : The 70% owned subsidiary of the Company.