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104 — AGM Information 2023
Jun 6, 2023
52296_rns_2023-06-06_f215e8e9-f861-488b-b1d6-78603b98c6b5.pdf
AGM Information
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104 Corporation
2023 Annual Shareholders’ Meeting Minutes (Translation)
Time : 9:00 a.m., May 25, 2023
Place : 104 Corporation Headquarters
- (3f, No.119 BaoZhong Rd., Xindian Dist., New Taipei City, Taiwan, (R.O.C.))
Attendants: Shares represented by the shareholders present and proxies totaled 25,443,260, accounting for 76.65% of the total shares of 33,190,700 issued by the Company.
Chairperson : Rocky Yang
Recorder : Wendy Chiang
Directors Present : Rocky Yang, Steven Su, Simon Juan, Mark Chang. Independent Directors Present : Chin-Li Lin, Chung-Huey Huang.
Attendees : Min-Ju Chao / CPA of KPMG, Joanna Huang / General Manager, Wendy Chiang / Accounting Officer.
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 . Chairperson Remarks ( omitted )
I I I . Matters for Report
1. The 2022 Business Report. (see attachment 1)
2. The 2022 Audit Committee’s Review Report. (see attachment 2)
3. The Report of the 2022 Employees and Directors’ Compensation. Explanatory Notes :
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(1)Pursuant to Article 25 of the Company's Articles of Incorporation.
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(2)Income before tax excluding employees and Directors’ compensation in 2022 is NT$582,519,288. Based on the resolution of the Board of Directors, cash will be distributed to the employees and Directors’ compensation for the amount of NT$48,057,841 and NT$11,650,386, 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 2022 Business Report and Financial Statements. (Proposed by the Board of Directors)
Explanatory Notes :
-
(1)The Company’s 2022 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: 25,443,260
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:25,308,780 votes(22,232,561 votes) |
99.47% |
Votes against:6,703 votes(6,703 votes) |
0.02% |
Votes invalid:none |
0.00% |
Votes abstained:127,777 votes(23,746 votes) |
0.50% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal was hereby approved as proposed.
2. Adoption of the Proposal for Distribution of 2022 Earnings. (Proposed by the Board of Directors)
Explanatory Notes :
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(1)The Company’s net income after tax in 2022 is NT$445,259,484. 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 2022 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$13.42 per share, totaling NT$445,259,484. After the proposal is approved by the annual shareholders’ meeting, the Board of Directors is 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 or other matters 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:
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Shares represented at the time of voting: 25,443,260
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:25,316,546 votes(22,240,327 votes) |
99.50% |
Votes against:6,703 votes(6,703 votes) |
0.02% |
Votes invalid:none |
0.00% |
Votes abstained:120,011 votes(15,980 votes) |
0.47% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal was hereby approved as proposed.
V. Matters for Discussion
1. Amendment to the Company’s “Articles of Incorporation”. (Proposed by the Board of Directors)
Explanatory Notes :
In order to increase the flexibility of the Company’s shareholders' meetings, the proposal is to amend partial provisions of the Company’s “Articles of Incorporation” in accordance with the Article 172-2 of Company Act. For the comparison table of the amendments, please refer to attachment 5.
Resolution : Voting Results:
Shares represented at the time of voting: 25,443,260
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:25,067,579 votes(21,991,360 votes) |
98.52% |
Votes against:252,723 votes(252,723 votes) |
0.99% |
Votes invalid:none |
0.00% |
Votes abstained:122,958 votes(18,927 votes) |
0.48% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal was hereby approved as proposed.
2. Amendment to the Company’s “Rules and Procedures of Shareholders’ Meetings”.
(Proposed by the Board of Directors)
Explanatory Notes :
In order to increase the flexibility of the Company’s shareholders' meetings, the proposal is to amend partial provisions of the Company’s “Rules and Procedures of Shareholders’ Meetings”. 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: 25,443,260
| Voting Results* | % of the total represented share present |
|---|---|
Votes in favor:25,069,579 votes(21,993,360 votes) |
98.53% |
Votes against:252,723 votes(252,723 votes) |
0.99% |
Votes invalid:none |
0.00% |
Votes abstained:120,958 votes(16,927 votes) |
0.47% |
*including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal was hereby approved as proposed.
V I . Extemporary Motions
There being no other business and special motion, upon a motion duly made and seconded, the meeting was adjourned.
- V I I . Adjournment
:May 25, 2023 at 09:47 a.m.
No inquiries were raised by shareholders at the shareholders' meeting regarding the report matters, ratification matters, discussion matters and extemporary motions.
Note: This meeting minutes was recorded in accordance with Article 183, paragraph 4 of the provisions of the Company Act. The meeting audio recording still prevail regarding the meeting content and proceedings.
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Attachment 1: 2022 Business Report
104 Corporation Business Report
I. 2022 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 2022, 104 focused on developing the following service models:
(1) Career Mission
1. Job/talent searching services: In 2022, the job market recovered in response to the economic recovery after lifting the lockdown restrictions, and enterprises' recruitment demand increased significantly. Even though the number of confirmed cases increased after lifting the lockdown and the number of local cases entered a plateau period, labor shortage remained with the policy of "living with the virus", the company's recruitment efforts remained unabated, and job opportunities increased by nearly 22% year-on-year. The average monthly number of job vacancies is roughly 520,000, a record high. On the job-seeking side, facing factors such as global inflation and economic uncertainty, the momentum of job hunting was not as good as in previous years. Overall, the number of jobs in the talent recruitment market hit a new high in 2022. The epidemic's impact is lower than last year, but the difficulty of recruiting talents for enterprises has yet to ease. Faced with the difficulty of recruiting companies to find key talents, 104 continues to solve the issue of uneven supply and demand, strengthen platform matching efficiency and improve product user experience, including revising key job search pages and guiding members to apply accurately for jobs through intelligent, personalized recommendations. Even in the face of poor overall job-hunting momentum, the number of matchmaking has achieved year-on-year growth of nearly 9%. In the second half of 2022, in response to frequent job-hunting scams in Cambodia, 104 is not only the first to take the lead in targeting and removing job vacancies in high-risk oversea areas forcefully but also leads the industry in highstandard and strict inspections. 104 prohibits companies from high-risk oversea areas from posting job vacancies that recruit in Taiwan. Job vacancies can only be published in relevant areas by well-known companies such as listed companies and their overseas affiliated companies or those who can provide certifications such as investment approval letters. 104 also marked prominent warnings on key service pages and disseminated them through relevant channels such as social media and member newsletters to remind job seekers to pay attention to job security.
2. Educational services for career development: In 2022, the Learning Wizard (Nabi) continued to emphasize the combination with job hunting scenarios. By checking the suitability analysis, users can understand the skills and functions required by the job or job category and grasp their skill level in real time through the quiz. The quiz has accumulated more than 8,800 questions, covering 98% of the popular skills. In addition to automatically diverting free learning resources from the Internet, the learning content is linked to questions in the Career Clinic and articles regarding Workplace Skills through tags. Furthermore, 104 started cultivating UGC (User Generated Content), attracting knowledge providers to share professional learning content through interactive classrooms, accurately exposing through tags to appear in corresponding skill classrooms, and continuing to develop critical functions of interactive classrooms, expecting to create diverse learning situations. Until now, we have accumulated more than 360 classrooms and created more than 9,200 articles, and the number of active users has continued to grow, and user satisfaction increased.
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3. Be A Giver service: Service platforms such as High-School Career Exploration, Resume Clinic, Career Clinic, Career Academy, and Learning Wizard have gathered more than 6,400 Givers with verified identities. Through the full-time operation Giver team, 104 gave better interaction and feedback to these Givers who shared their knowledge and provided career counseling assistance on a voluntary and pro bono basis. In 2022, a total of 88 online and offline events (42 events, 109% YOY) were held, with 2,831 participants (1,017 person-times, 178% YOY). Under the circular benefits, Givers are willing to actively share and promote the concept of "Being A Giver" and expand from the original single service to cross-platform career assistance, establish their social responsibility image, and bring mutual aid and positiveness to the workplace.
4. HR management system and assessment services: 104 HR Academy combines a professional consulting team with integrated digital tools. Consequently, we have the capabilities of management consulting firms and system vendors. In addition to sharing professional knowledge and practical experience with enterprises, we can provide comprehensive solutions from the perspective of resource integration. In terms of the human resource management system, eHRMS provides a complete HRM human resource development system, mainly including an education and training system, performance management system, resource management system, welfare subsidy system, etc., and supports (cross-strait) mainland salary system to create a single portal for enterprises. In 2022, we started upgrading the system to the new version, which is expected to integrate with the company's corresponding systems and provide customers with a "One 104" complete solution. "HR Portal" is a cloud-based human resource management system specially designed for small and medium-sized enterprises. It provides a comprehensive human resource solution, from attendance check-in, form approval, and salary calculation to shift management. It helps the company to improve administrative efficiency by 56% and gives employees a convenient work experience. Until the end of 2022, more than 3,000 customers have used our service.
5. Executive Recruiting service: In 2022, benefiting from the pandemic slowdown and strong demand for corporate executive hunting, the executive recruiting operation hit a record high in sales performance. Besides the technology industry's revenue growth, the consumer service sector has also slowly recovered. In addition, in response to the southward migration of the semiconductor industry and the demand for mid-to-high-level talents derived from the formation of the Southern Science and Technology S Corridor, we expanded the Taichung executive recruitment team to improve operational performance in southern Taiwan effectively. Moreover, Taiwanese business people in the mainland, Taiwan's traditional industry, and technology foundry industries are moving to Southeast Asia. Due to the lifting of lockdown restrictions in ASEAN countries, the demand for overseas talent related to manufacturing and management is rising, and the willingness to go south has rebounded, driving the growth of executive recruitment. In general, in the executive recruiting market in 2022, under the thriving operation of the technology industry, especially the IC design and semiconductor industries, the overall talent hunting demand and annual salary of talents have shown an upward trend.
(2) Elderly Mission
1. Job bank for the middle-aged: The Senior 50[+] service will implement the POC of middle-aged and elderly employment services in 2022, optimize the process of talent selection, and actively improve the 104 employment assistance capacity through process simplification and offering the service online. We expect to make middle-aged and elderly talents a new part of the demographic dividend that can effectively make up for the current shortage of jobs in enterprises while allowing these members to achieve an independent work-life balance through the practice of "work again and be healthy again."
In 2022, 1,547 middle-aged and elderly job seekers signed up to participate, and 230 members were carefully selected. In corporate customer service, we also accumulated five indicative customers (7-Eleven, Family Mart, Homemakers Union Consumers Co-op, SANTA CRUZ
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organic foods, and Happy Dumpling). We introduced 50[+] select services, providing 307 job vacancies in demand. The total number of recommended matchmakers throughout the year was 133 candidates, of which enterprises favored 48. The figure for 2022 is a starting point, which means that the service we provide is a model needed in the market. We believe that as long as we continue to implement the "rigorous selection model" in the middle-aged and elderly job market, we can continue to expand the scale of matchmaking, benefitting more companies and middle-aged and elderly job seekers.
2. Exclusive Platform for seniors: According to the 2022 population statistics of the Ministry of the Interior, the population is 23,264,640, showing negative growth for three consecutive years; among them, the number of newborns in the whole year is only 138,986, a new low record from the Ministry of the Interior. In the next 20 years, Taiwan's population structure will change from a pyramid to an inverted pyramid. It is estimated that by 2034, the population over 50 will be larger than the population under 50. To maintain competitiveness across industries, making full use of the middle-aged and elderly workforce and using them as a part of the demographic dividend will be an issue that the country and enterprises need to focus on.
The "104 Seniors", a platform that allows retirees to utilize their capabilities and experience, has been launched and received tremendous appreciation in the market. In addition, through the functions and mechanisms of matching and searching, as well as improving the diversion from the 104 Job Bank, different forms of services such as guide, study, life, and counseling for independent work have accumulated approximately 410 retirees, performed more than 9,100 Seniors services and had over 60,000 fee-for-service users in 2022. Although affected by the epidemic in the second quarter of 2022, which impacted the physical services of the "104 Seniors", the number of services provided and the traffic volume throughout the year increased by more than 40% compared with previous years, showing that there is a growing trend in demand for Seniors services.
We produced and broadcasted the Podcast "Seniors Are Not Closed" with topics of senior citizens and invited renowned seniors from all walks of life, including Zhan Qingling ( 詹慶齡 ), Li Weiwen ( 李偉文 ), Shi Shenghui ( 施昇輝 ), and Lin Dailing ( 林黛羚 ). By the end of 2022, there were more than 100 episodes. The podcast demonstrates the process of exploring and discovering self-worth after retirement from different stories and inspires more retired seniors to participate in this journey.
In June 2022, a series of "Retiring with Peace of Mind "courses were launched, providing preretirement preparation and post-retirement planning. The courses can be divided into eight major themes: food, clothing, housing, transportation, finance, medical care, wellness, and the use of consumer electronics. A total of 20 lectures were held, with over 700 participants and an average satisfaction score of 4.65 (out of 5). In 2023, this series of courses will continue to expand so that retirees no longer have to worry about retirement.
(3) Children Mission
1. Career sharing: To help teenagers explore their talents and discover the direction of learning, 156 Giver volunteers (426 person-times) entered 94 middle and high schools to share career opportunities and stories with 13,947 students in 348 classes in 2022. In addition, in response to the curriculum of the 12-Year Basic Education, 104 also designed a series of physical workshops, online workshops, and seminars for self-exploration and college major exploration, assisting nearly 3,000 high school students from Zhong Lun Senior High School, New Taipei Municipal San Chong High School, National Chao Chou Senior High School and the Affiliated Senior High School of National Kaohsiung Normal University in exploring appropriate learning development directions. In the same year, 104 also launched an analysis that combines the academic test/unified test scores, interest exploration, department exploration, and graduation pathway, and cooperated with the National Cheng Kung University Department Fair to help
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21,626 senior students choose the appropriate college department for their aptitude and talent.
2. Career Academy: To train college students to be employable and to advocate the importance of internship education, 104 has created the Talent Optimization Program (TOP) training course for high-quality talents in the Career Academy and cooperated with 88 lecturers from 32 enterprises to conduct career exploration, professional skills, general skills, and job hunting skills through 16-18 courses in the form of credit classes during the semester, so students can gradually develop their abilities. Students will receive certificates to demonstrate their learning ability and potential by performing an end-of-term project presentation, and enterprises will also prioritize them to interview for internship positions. Until now, 104 has cooperated with the National Kaohsiung University, National Sun Yat-Sen University, National Taipei University of Education, National Central University, National Cheng Kung University, National Yang Ming Chiao Tung University, Chung Cheng University, and National Taiwan University of Arts, and a total of 559 students have participated in TOP courses. The rich and solid courses have gradually expanded word-of-mouth on most campuses. In addition, 40 campus managers were recruited as teaching assistants to assist teachers and students in the course and promote various exploration and job search tools and services from 104. At the same time, during non-TOP course periods, workshops were conducted in the form of "Join Classes," with nine sessions and 309 students participating.
3. Online job-search sprint class: To assist fresh graduates and let those who need to learn how to demonstrate their advantages on resumes to meet the expectations of corporate human resources and hiring managers, 104 created six online courses to guide fresh graduates to complete their resumes and learn interview skills. In 2022, a total of 466 college students signed up for the course, and the satisfaction rate reached 90%. Students gave feedback that the rate of receiving interview invitations increased dramatically after going through the courses. It was evident that the course content provided practical benefits and effective results for students.
4. Youth Liberal Studies Podcast for college students: The podcast discussed necessary soft and hard skills required in the workplace, unpacked the secrets of work, and went to campuses and interacted with students to assist college students in exploring their direction and self. Since its launch at the end of January 2022, the number of subscriptions has reached 2,716, and the number of non-repeated downloads has reached 78,411. The podcast content is planned, hosted and produced by the 104 project team. We also recruited enthusiastic young campus Givers (13 in total) to participate in the program planning and recording, making the content more relevant to college students. The ranking of the podcast is also rising in the education category.
5. 104 High School Podcast: In this podcast, we discussed essential and trivial topics in high school life, guides to the choice of college majors and careers, and future direction exploration. We also answered various questions about the curriculum of the 12-Year Basic Education. Participating guests included parents, high school students, college students, and even professional counselors and teachers. From October 2022 to the end of 2022, the number of subscriptions has reached 70, and unique downloads have reached 900 times. The ranking of the podcast is also rising in the education category.
2. Financial Performance
The consolidated revenue for 2022 was NT$2,179,248 thousand, an increase of 18% from the consolidated revenue of NT$1,850,979 thousand for 2021, mainly due to the growth in revenue from Job Bank, HR management system services, and Executive Recruiting service . The consolidated operating income for 2022 was NT$502,465 thousand, an increase of 27% from the consolidated operating income of NT$395,074 thousand for 2021. The consolidated net income for 2022 was NT$442,806 thousand, an increase of 21% from the consolidated net income of NT$367,248 thousand for 2021.
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Unit: NT$1,000
| Unit: NT$1,000 | ||
|---|---|---|
| Consolidated Income Statement | 2022 | 2021 |
| Operating revenue | 2,179,248 | 1,850,979 |
| Operating income | 502,465 | 395,074 |
| Net income before tax | 523,741 | 407,015 |
| Income tax expense | 80,935 | 39,767 |
| Net income | 442,806 | 367,248 |
| Return on assets (%) | 14 | 13 |
| Return on shareholders’ equity (%) | 27 | 24 |
| Pre-tax income to paid-in capital (%) | 158 | 123 |
| Net margin (%) | 20 | 20 |
| Basic EPS (after Tax) (NT$) | 13.42 | 11.16 |
3. Research and Development Results
The successful technologies or products developed in 2022 include:
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(1) Job/talent searching services:
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Interview Secretary: Provide management tools for customers to recruit and enter the interview process. With the interview calendar that integrates multiple services and the visualized interview progress card, this service enables customers to manage invitations, interviews, and on-the-job operations more effectively, improving the recruitment process and efficiency.
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Personal Brand: "104 Personal Brand" is a service for members to manage their brands and demonstrate their professional abilities. In the "104 Personal Brand" section, members can publish personal works, project achievements, learning records, honorary deeds, and workplace opinions. Members can also communicate with professionals through the platform so that more people can see the profession and find better job opportunities.
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Abnormal Job Vacancy Detection: In response to legal adjustments or social expectations, it is necessary to conduct different forms of review or warning for job vacancy publications from time to time. In the past, reviewing through manual operations required considerable labor costs. Now, an abnormal vacancy detection mechanism has been developed through AI technology to reduce review costs and avoid the risk of customers violating laws and regulations.
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New-Generation Matching Engine: The new-generation matching engine uses matching algorithms and machine learning technology to improve the efficiency of matching resumes with job vacancies. This service matches the most suitable vacancies with job seekers according to the job requirements and the job seekers' resume characteristics. It helps companies find appropriate talents promptly and help job seekers find the most suitable job opportunities according to their abilities and goals.
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Job Vacancy Text Automated Generation System: This automatic text generation service was developed based on the Generative Pre-trained Transformer technology. It helps enterprises quickly generate high-quality company and job vacancy descriptions and avoid situations where companies publish advertisements with poorly written content.
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Multi-Information Recommendation: This service realizes cross-product content search and recommendation through natural language understanding and search engine technology. Analyzing the user's job-seeking behavior and how they use the product provides personalized information that the user can refer to during the job-hunting process to improve the user
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experience.
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(2) Educational services for career development:
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Ten-minute Focused Learning: The user sets the daily learning schedule, and the system will recommend personalized learning content to the user according to the user's background category and site using behavior, alongside other methods such as data-filtering and recommending most viewed to help users develop the habit of daily bite-sized learning, and achieve the goal of improving 1% every day.
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Interactive Classroom: It allows users to choose different scenarios between public and interactive classrooms. The public classroom manager can manage post permissions, designate classroom co-managers, and transfer classroom ownership. The interactive classroom managers can review members in the same group and decide if the articles should be public or private. There will be more possibilities for future application scenarios with these classrooms.
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Automatic Tag Recommendation for Articles: The system will recommend corresponding skill tags by analyzing the text written by users through machine learning and assist the article in being tagged accurately, improving the chance of article exposure and the correctness of the article Tag.
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New Response Format: We provide an answer editor function that enables Giver to edit highquality content with pictures and texts while improving the depth and quality of their responses. Simultaneously, we strengthen the exposure of "response"-based graphic cards, attracting more users to click and read and improving time on site and their willingness to return.
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Suggestions on Enterprise Talent Training: We provide recommendations on talent skills inventory and enterprise training plans.
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Skills Assessment Platform: We integrated high-quality third-party certification exams, such as TOEIC online English simulation test and TQC online computer skills test. Therefore, users can comprehend their ability level at any time and enhance their competitiveness in the workplace with the appropriate learning resources recommended by the platform.
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Career Academy: We integrated the 104 career exploration tools, the Learning Wizard, the Talent Pool, the Resume Clinic, the Career Clinic, the Giver service, and the mechanism of enterprises to cultivate and reserve talents encouraged by the spirit of CSR, with the aim that college students can have a clear direction and make better preparations to find the right job for them.
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Voting Mechanism for topics regarding Workplace Skills: Users can not only read the content of Workplace Skills, but through initiating issues in which they can participate in voting and expressing opinions, they can also interact with the content. With the article content plus voting mechanism, users can get more information from different aspects online to meet their expectations of knowing, bring more objective informational value to Workplace Skills, and increase their stickiness.
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(3) Student-related services: In 2022, we continued to optimize related products for students to assist them in entering higher education and finding their path. The "Academic Test Score Analysis" service, which predicts the schools and departments the student will be able to attend according to their test scores, is facing a significant exam system reform due to the curriculum of the 12Year Basic Education. In addition to accurately predicting colleges and departments, we added application material review preparation and interview strategies, reminding these freshman-to-be what they need to pay attention to. According to our survey, nearly 40% of high school students are unfamiliar with writing autobiographies. The new service "Learning History" is aimed at solving this problem. We provide writing guides and templates and help high school students highlight their advantages through flexible layout designs and visual charts to better prepare for application materials and interviews. The integrated service "World of Work" guides primary and
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secondary school students to explore suitable careers in all walks of life. It also helps them understand the possible path from college departments to different occupations by introducing job content.
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(4) Optimize HR Diagnostic Service:
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Personal Report for Employees: This service provides suggestions on competency development to the company's employees according to their test results and cooperates with the occupation training and development courses from the Human Resources Market to deliver a complete solution for enterprise talent training, and accompany the company to implement talent training plans and strengthen organizational competitiveness.
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Enterprise Diagnostic and Consultation Service: Enterprises can use the 104 Assessment Center and 104 Employee Satisfaction System to complete the organization diagnosis report. They can then make online reservations for professional consultation sessions, which can later be used as a reference for enterprises to formulate organization and talent management strategies.
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In 2022, more than 45 course providers joined the Human Resources Market, and more than 600 lessons have gone online. These courses vary in format, including recorded or live online, physical, and corporate internal training courses. And they cover the areas of general, management, and professional functions (human resources). Among them a human resources study program is planned in the field of human resources. In 2022, we finished planning certifications for enterprise talent diagnosticians, digital human resources managers, recruitment managers, and compensation managers. We held more than 75 courses, over 2,500 people have joined our training, and more than 300 students have been certified.
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(5) Mid-to-high-end job farm and enterprise talent pool business model: It assists enterprises in establishing the required talent pool for executive and key positions. Our automated detection technology can automatically identify key positions and middle and high-level management positions from the job vacancies published by the enterprise and automatically establish the corresponding category and position talent pool. If talents are interested in the position, the enterprises can pay attention to them, and the system can gradually build up the talent pool 24/7. In addition to the talent pool, an online interactive module is also provided to allow companies and talents to interact with each other so that both parties can plan for future talents and careers in advance. The establishment of the reserve talent pool and the reserve position model allows enterprise recruiters to play the role of employer brand manager in the key positions and highlevel talent pool and actively discover outstanding professionals who are currently working but worthy of long-term follow-up. And when talents have the intent to look for new jobs, recruiters can proactively initiate invitations for potential talents to bring better preparation for the enterprise's future talent layout. Talents can also plan for future career development while enjoying a high-quality, headhunter-like way of passive job hunting and career layout experience on the platform. Through the operation of an AI career consultant, it can also calculate the degree of job matching and cultural fit of the company's talent reserve and provide a single judgment indicator - charisma index and charisma report for talents and companies, so that 104's AI big data computing capability can help improve the efficiency of matchmaking. Through establishing key positions and high-level talent pool, and the AI career consultant service, 104 hopes to provide constant high-quality services for future job/talent searching experiences.
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(6) Middle-aged Job Bank services: In 2022, the following products were developed:
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Job seeker service
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A. We optimized job search conditions and presented information that middle-aged and elderly job seekers care about on the list of job openings.
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B. We provide resumes that remove age and emphasize abilities and willingness to work so that companies will see the job seeker's "willingness and ability" before seeing their age.
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Enterprise services
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A. Check the resumes of candidates recommended by consultants online.
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B. When enterprises look for middle-aged and elderly talents, age information is removed for the enterprise to gradually move towards the global trend of planning full-age careers.
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104 Help
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A. Successful cases of middle-aged and elderly employment (7-Eleven, Homemakers Union Consumers Co-op, Family Mart, SANTA CRUZ organic foods).
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B. Diverse workplace articles, the latest middle-aged and elderly employment information (50[+] Workplace Skill, HR Recharge)
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(7) Exclusive platform for seniors: The traditional matching recommendation mechanism only depends on the customer data (First-Party data) within the enterprise (such as ordering behavior, website browsing behavior, POS, ERP, phone records, etc.) and then roughly compares and provides matching recommendations based on these data. Enterprises cannot track customer behaviors outside the enterprise, so they can only rely on incomplete data, which would quickly end up not seeing the wood for the trees and fail to create a complete customer profile and behavior pattern.
104 Exclusive Platform for Seniors, on the other hand, leveraged the Customer Data Platform (CDP) and integrated it with internal data (First-party data) and third-party external customer data (sources such as GA, DMP, advertising). As a result, we can create a much more complete customer profile and behavior pattern. We do so by gathering data from their curriculum preferences, potential needs, preferences of teaching styles, course evaluation and feedback to external big data such as social media and advertising media behavior. Through data processing and features extraction, we can accurately label customers into different cluster groups, predict their demand and recommend curriculums accordingly to enhance the probability of curriculums matching their needs more effectively.
4. Non-Financial Performance
104 integrated the spirit of sustainability into our business philosophy. On the path to operating a sustainable business, we start with three fundamental principles: "environment, society, and governance." We are committed to building an ethical and transparent corporate governance culture by creating a friendly, healthy, and happy workplace. We also aim to help solve social problems with our core competence while implementing green operations and services. The performance of sustainable operations in 104 continues to be acknowledged by external evaluations. We were selected twice in the top 10 of the "Excellence in Corporate Social Responsibility Award" within the Little Giant group. Concerning corporate governance, we implemented Director diversification by appointing an additional female director. We also facilitated communication between the board and company executives and accountants, improving the performance of the Board of Directors. As a result, we have been awarded for being in the top 5% in the group of market share between 5 to 10 billion of the Corporate Governance Evaluation for two consecutive years. Social-wise, we were awarded the "TCSA Social Inclusion Leadership Award" as we continue to promote "Be A Giver" to co-benefit with society by establishing a platform where people can share cross-industry and crossgeneration knowledge. In addition, by fostering new changes in endpoint protection, our cybersecurity and personal information management system has passed several international standards. The overall security has reached Level-A of the government agency of cyber security responsibility levels to ensure that the company's products and services continue to operate while protecting customers' rights and interests. As a result, we were also awarded the "TCSA Information Security Leadership Award." 104 has always treated our employees in a "cultivate carefully, listen attentively, care with salary" manner. In addition to the consecutive "TCSA Talent Development Leadership Award," this year, for the first time, we were awarded the most authoritative award in the field of human resource management in the Asia-Pacific region - the "HR Asia Best Companies to Work For Award." As for caring for the environment, we cooperated with ASUS Foundation and established the consumer
15
electronic regeneration system, contributing to waste minimization and circular economy while bridging the digital divide.
II. The Company’s Development Strategies and Future Prospects
1. The Company’s Development Strategies
In addition to improving the performance and revenue goals of each product, 104 Job Bank will continue to expand the scale of platform supply and demand, strengthen the efficiency of platform matching and enhance product experience, and build and maintain long-term competitiveness in the growth of new R&D products, strengthening information security/privacy/legal compliance, improving internal productivity and operational efficiency, and expanding AI and data applications. In terms of expanding the scale of supply and demand on the platform, 104 continues to increase the market penetration rate and reuse willingness of various user groups on the job-seeking and talentseeking end, including individual users such as students, new graduates, white-collar workers, blue and gray-collar workers, experienced workers and supervisors, middle-aged and elderly talents, foreign workers, as well as enterprise user of different industries, regions, and company size. In terms of strengthening platform matching efficiency, 104 continues to optimize intelligent search sorting, personalized recommendation technology, and category and label applications to enhance the effect of job seeking and talent seeking, making it easier for job-seeking companies and job seekers to complete matching combinations. To improve the user experience of our products and services, 104 continues to optimize product functions and services to enhance user satisfaction and willingness. Regarding new R&D product growth, including employer branding and talent market insight reports, reserving elite talent, Tanji, and Learning Wizard (Nabi), 104 continues to improve the number of active users and product performance to lay the foundation for future new product business models. Integrating career products such as the Career Clinic, the Resume Clinic, and the Workplace Skills makes it easier for users to get complete help during the experience, drives the growth of active users, and promotes the good cycle of the product community ecosystem.
The Career Academy continues to expand the number of cooperating schools and participating students. The Be A Giver service has continued to increase the number of Givers. Through the fulltime operation Giver team, 104 gave better interaction and feedback to these Givers who shared their knowledge and provided career counseling assistance on a voluntary and pro bono basis, expanding the service from the original single service to cross-platform career assistance, which allows the Givers to establish their social responsibility image and bring mutual aid and positiveness to the workplace.
To strengthen information security/privacy/legal compliance, 104 continues to reinforce company inspection and work with the government to combat fraud. We also kept on reducing the number of accounts that are not reasonably used and fulfilling our obligations to prevent customers from violating the Employment Service Act, the Act Governing Relations between the People of the Taiwan Area and the Mainland Area, and other relevant laws and regulations without understanding them.
The 104 human resource management system service is based on the vision of enhancing core values and competitiveness of domestic enterprise human resource management by combining the needs of human resource management tools and information services. From running the HR system on the Intranet, we migrate it to the cloud and integrate online and offline solutions to provide usertailored service with live update features. More importantly, through cloud migration, we can incorporate data collection from different architectures and form big data to conduct in-depth human resource analysis, creating a complete human resource ecosystem.
In 2023, inflation, the decline in consumer spending in Europe and America, and high inventory levels affected global economic development and decelerated technology and manufacturing industries in Taiwan, leading to a slowdown in enterprise talent hunting and our Executive Recruiting Service. 104 Executive Recruiting Service will aim at the emerging technology industry and the
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service industry, which is gradually recovering, to expand its performance. In addition, under the tendency of deploying Taiwanese businesses in ASEAN countries, we plan to develop on the demand of expatriate management to increase our performance.
In 2023, Senior 50[+] Job Bank service will focus on the development of three major strategies:
-
Help companies to be more willing to take the initiative in hiring middle-aged and elderly talents.
-
Help middle-aged and elderly talents to be noticed and hired by enterprises.
-
Develop new value business models for Senior 50[+] .
In 2022, focus group interviews taught us about the pain points of matching from companies and job seekers and where 104 can provide assistance. As a result, in 2023, we will focus our resources on two major product lines: develop a primary automated selection function for the 50[+] platform and develop and test the market on talent selection and classifications. We expect to improve the quality of our talent screening standard and matching mechanism of the platform to achieve automated talent matching and enhance efficiency for both sides.
As for the Executive Platform for Seniors, our mission and development strategy is to let senior talents continue contributing their experiences and capabilities to help enterprises and those who need it. In addition, we are going to launch a senior consultant service by verifying and providing a "Middle-aged and Senior Internship Talents" matching service, which allows seniors with rich management and professional experience to use their experience to assist enterprises in dealing with difficulties and bottlenecks in organization development, including human resource, finance, management, legal affairs, and other related fields. We hope to help small and medium-sized enterprises through these experienced seniors.
2. Future Prospects
In recent years, Taiwanese companies have faced unprecedented labor shortages due to the declining fertility rate, the aging population, the Sino-US trade war, and the wave of new technologies. In the fourth quarter of 2022, although the economy has moved towards a downturn represented by a blue light which resulted in the deceleration of talent demand, the number of Taiwan's labor force has declined over the years from the peak of 17.37 million in 2015 and ended up at 16.3 million in 2022. In 2030, the figure is expected to decline to 15.07 million, as the labor force population continues to drop, and job shortages in Taiwan will likely become the new normal.
The 104 management team will continue to use AI and big data to meet the public's career needs in finding jobs, directions, and learning, and call for the workplace seniors to support those who need help and facilitate minority and middle-aged employment. In addition, we will provide in-depth products and services for enterprise clients to manage their employer brands and solve the talent gap and retention development issues to increase market share and expand influence, becoming the leading human resource brand in the Chinese region.
Chairman: Rocky Yang
General Manager: Joanna Huang Chief Accountant: Tiffany Lin
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Attachment 2: Audit Committee’s Review Report
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2022 Business Report, the Financial Statements (including the Stand-alone & the Consolidated Financial Reports), and the Proposal for Distribution of Earnings.
The aforementioned statements have been reviewed and determined to be correct and accurate by the Audit Committee members of 104 Corporation. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.
104 Corporation Chairman of the Audit Committee Sean Lien February 21, 2023
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Attachment 3: Independent Auditors’ Report and Financial Statements
Independent Auditors’ Report
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, 2022 and 2021, 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 of December 31, 2022 and 2021, 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the 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.
19
Description of key audit matter:
The Company operating revenues mainly derive from providing online advertising and consulting services, wherein they are recognized in the following different ways. Additionally, the Company often received its payments in advance after the contracts are signed; therefore, the amount is deferred according to the Company's policy and recognized as revenue once the service is performed. Revenue recognition and judgment of the timing are extremely important in preparing the financial statements of the Company; therefore, revenue 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:
-
‧ 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.
-
‧ 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.
-
‧ Performing test-of-detail on operating revenue to assess the assertions of existence and accuracy, as well as the appropriateness of recognition.
-
‧ 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.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
20
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of 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 the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
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.
-
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 Company’s 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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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the 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.
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.
21
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.
The engagement partners on the audit resulting in this independent auditors’ report are Min-Ju Chao and Chun-Hsiu Kuang.
KPMG
Taipei, Taiwan (Republic of China) February 23, 2023
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.
The independent auditors’ report 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 independent auditors’ report and financial statements, the Chinese version shall prevail.
22
(English Translation of Financial Statements Originally Issued in Chinese) 104 CORPORATION
Balance Sheets
December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: Cash and cash equivalents (note 6(1)) Current financial assets measured at amortized cost (note 6(3)) Notes receivable, net (notes 6(4) and (14)) Accounts receivable, net (notes 6(4), (14) and 7) Other receivables (note 7) 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(5)) Property, plant and equipment (note 6(6)) Right-of-use assets (notes 6(7) and (9)) Intangible assets (note 6(8)) Deferred tax assets (note 6(11)) Guarantee deposits paid Other non-current financial assets (note 8) Other non-current assets, others (notes 6(4) and (14)) Total non-current assets Total assets |
December 31, 2022 Amount % $ 1,274,897 39 1,480,215 45 288 - 75,273 2 11,175 - 33,141 1 2,874,989 87 4,914 - 84,811 3 208,484 7 90,999 3 356 - 15,061 - 7,238 - 10,000 - 5,173 - 427,036 13 $ 3,302,025 100 |
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 provisions for employee benefits Current lease liabilities (note 6(9)) Other current liabilities, others Total current liabilities Non-current liabilities: Non-current lease liabilities (note 6(9)) Net defined benefit liability, non-current (note 6(10)) Total non-current liabilities Total liabilities Equity (notes 6(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, 2021 Amount % 2,423,042 83 - - 971 - 82,771 3 12,978 - 25,954 1 2,545,716 87 4,429 - 80,309 3 210,442 8 67,263 2 1,017 - 9,130 - 7,227 - 10,000 - 2,322 - 392,139 13 2,937,855 100 |
December 31, 2022 Amount % $ 829,023 25 435 - 7,489 - 579,415 18 58,722 2 38,071 1 33,849 1 30,862 1 1,577,866 48 57,857 2 13,367 - 71,224 2 1,649,090 50 331,907 10 397,574 12 378,199 11 5,709 - 543,416 17 927,324 28 (3,870) - 1,652,935 50 $ 3,302,025 100 |
December 31, 2021 |
|---|---|---|---|---|
| Amount % 679,530 23 1,148 - 5,478 - 488,373 17 41,770 1 36,363 1 31,602 1 35,318 2 1,319,582 45 36,445 1 8,796 - 45,241 1 1,364,823 46 331,907 11 397,574 14 378,199 13 5,339 - 465,722 16 849,260 29 (5,709) - 1,573,032 54 2,937,855 100 |
See accompanying notes to financial statements.
23
(English Translation of Financial Statements Originally Issued in Chinese) 104 CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| Operating revenue (note 6(14) and 7) Operating costs (notes 6(6), (7), (8), (9), (10), (15) and 12) Gross profit Operating expenses (notes 6(4), (6), (7), (8), (9), (10), (15), 7 and 12): Selling expenses Administrative expenses Research and development expenses Expected credit loss Total operating expenses Operating income Non-operating income and expenses (notes 6(5), (6), (7), (8), (9), (10), (16), 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(11)) Net income Other comprehensive income: Items that will not be reclassified subsequently to profit or loss (notes 6(10) and (11)) Remeasurements from defined benefit plans Less: income tax related to items that will not be reclassified subsequently to profit or loss 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 income Total comprehensive income Earnings per share (note 6(13)) Basic earnings per share Diluted earnings per share |
2022 |
|---|---|
See accompanying notes to financial statements.
24
(English Translation of Financial Statements Originally Issued in Chinese) 104 CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Balance as of January 1, 2021 Appropriations and distributions Reversal of special reserve Cash dividends Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Balance as of December 31, 2021 Appropriations and distributions Special reserve Cash dividends Net income for the year Other comprehensive income for the year Total comprehensive income for the year Balance as of December 31, 2022 |
Common stock $ 331,907 - - - - - 331,907 - - - - - $ 331,907 |
Capital surplus 397,574 - - - - - 397,574 - - - - - 397,574 |
Retained earnings | Exchange differences on translation of foreign financial statements (5,339 ) - - - (370 ) (370 ) (5,709 ) - - - 1,839 1,839 (3,870) |
Total equity 1,460,090 - ( 258,887 ) 370,436 1,393 371,829 1,573,032 - (370,436 ) 445,260 5,079 450,339 1,652,935 |
|||
|---|---|---|---|---|---|---|---|---|
| Legal reserve 378,199 - - - - - 378,199 - - - - - 378,199 |
Special reserve Unappropriated earnings 6,121 351,628 (782 ) 782 - ( 258,887 ) - 370,436 - 1,763 - 372,199 5,339 465,722 370 (370 ) - (370,436 ) - 445,260 - 3,240 - 448,500 5,709 543,416 |
Total 735,948 - ( 258,887 ) 370,436 1,763 372,199 849,260 - (370,436 ) 445,260 3,240 448,500 927,324 |
||||||
See accompanying notes to financial statements.
25
(English Translation of Financial Statements Originally Issued in Chinese) 104 CORPORATION
Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(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 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss on disposal of property, plant and equipment Loss on disposal of investments Unrealized foreign exchange (gain) loss Gain 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 current assets Total net changes in operating assets Net changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables Current provision for employee benefits 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 financial assets measured at amortized cost Proceeds from disposal of financial assets at amortized cost Acquisition of property, plant and equipment Increase in guarantee deposits paid Decrease (increase) in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Payment of lease liabilities Cash dividends paid Net cash flows used in financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2022 $ 522,812 68,579 661 1,262 871 (16,064 ) (12,458 ) 11 1,240 (485 ) (13) 43,604 683 6,236 3,077 (7,187) 2,809 149,493 (713 ) 2,011 94,010 1,708 (4,456 ) 8,621 250,674 253,483 297,087 819,899 14,790 8,555 (871 ) (67,341) 775,032 (4,269,130 ) 2,788,915 (35,159 ) (11 ) (2,851) (1,518,236) (34,505 ) (370,436) (404,941) (1,148,145 ) 2,423,042 $ 1,274,897 |
2021 408,063 67,036 1,124 1,879 970 (10,182 ) (2,967 ) 400 - 128 (52) 58,336 (810 ) (27,394 ) 1,487 10,899 (15,818) 89,326 1,094 3,629 86,692 6,216 7,346 (1,611 ) |
|---|---|---|
192,692 176,874 235,210 643,273 10,145 7,703 (970 ) (41,751) 618,400 - - (27,298 ) (613 ) 1,902 (26,009) (32,979 ) (258,887) (291,866) 300,525 2,122,517 2,423,042 |
See accompanying notes to financial statements.
26
Independent Auditors' Report
To the Board of Directors of 104 Corporation:
Opinion
We have audited the consolidated financial statements of 104 Corporation and Subsidiaries ("the Consolidated Company"), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Consolidated Company as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed and issued by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Consolidated 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 consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated 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(13) for the disclosure related to revenue from contracts with customers of the consolidated financial statements.
27
Description of key audit matter:
The Consolidated Company operating revenues mainly derive from providing online advertising and consulting services, wherein they are recognized in the following different ways. Additionally, the Consolidated Company often received its payments in advance after the contracts are signed; therefore, the amount is deferred according to the Consolidated Company's policy and recognized as revenue once the service is performed. Revenue recognition and judgment of the timing are extremely important in preparing the financial statements of the Consolidated Company; therefore, revenue 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:
-
‧ 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.
-
‧ 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.
-
‧ Performing test-of-detail on operating revenue to assess the assertions of existence and accuracy, as well as the appropriateness of recognition.
-
‧ 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.
Other Matter
104 Corporation has prepared parent-company-only financial statements as of and for the years ended December 31, 2022 and 2021 and, on which we have expressed an unqualified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed and issued by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
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In preparing the consolidated financial statements, management is responsible for assessing the Consolidated Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Consolidated Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Consolidated Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of 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 consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
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 Consolidated Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Consolidated Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Consolidated Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Consolidated 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.
29
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 consolidated 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.
The engagement partners on the audit resulting in this independent auditors' report are Min-Ju Chao and Chun-Hsiu Kuang.
KPMG
Taipei, Taiwan (Republic of China) February 23, 2023
Note to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and 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 consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying consolidated 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 independent auditors' report and consolidated financial statements, the Chinese version shall prevail.
30
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: Cash and cash equivalents (note 6(1)) Current financial assets at amortized cost (note 6(3)) Notes receivable, net (notes 6(4) and (13)) Accounts receivable, net (notes 6(4) and (13)) Other receivables Other current assets, others Total current assets Non-current assets: Non-current financial assets at fair value through profit or loss (note 6(2)) Property, plant and equipment (note 6(5)) Right-of-use assets (notes 6(6) and (8)) Intangible assets (note 6(7)) Deferred tax assets (note 6(10)) Guarantee deposits paid Other non-current financial assets (note 8) Other non-current assets, others (notes 6(4) and (13)) Total non-current assets Total assets |
December 31, 2022 Amount % $ 1,326,136 40 1,521,933 46 288 - 79,984 3 10,082 - 33,339 1 |
December 31, 2021 Amount % 2,521,057 86 - - 971 - 74,015 2 9,254 - 26,697 1 2,631,994 89 4,429 - 210,493 8 67,263 2 1,017 - 9,150 - 8,964 - 10,000 1 2,322 - 313,638 11 2,945,632 100 Liabilities and Equity Current liabilities: Current contract liabilities (note 6(13)) Notes payable Accounts payable Other payables (note 6(14)) Current tax liabilities Current provisions for employee benefits 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) and (11)) 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 attributable to owners of parent Non-controlling interests Total equity Total liabilities and equity |
December 31, 2022 Amount % $ 835,750 25 435 - 7,519 - 582,922 18 60,942 2 38,198 1 33,849 1 31,425 1 |
December 31, 2021 Amount % 682,838 24 1,148 - 5,772 - 488,276 17 42,955 1 36,460 1 31,602 1 35,890 1 |
|---|---|---|---|---|
2,971,762 90 |
||||
4,914 - 208,484 6 90,999 3 356 - 15,087 1 8,424 - 10,000 - 5,173 - |
||||
1,591,040 48 |
1,324,941 45 |
|||
57,857 2 13,367 - |
36,445 1 8,796 - |
|||
71,224 2 |
45,241 1 |
|||
1,662,264 50 |
1,370,182 46 |
|||
331,907 10 |
331,907 11 |
|||
343,437 10 |
397,574 12 |
397,574 14 |
||
378,199 11 5,709 - 543,416 17 |
378,199 13 5,339 - 465,722 16 |
|||
927,324 28 |
849,260 29 |
|||
(3,870) - |
(5,709) - |
|||
1,652,935 50 |
1,573,032 54 |
|||
- - |
2,418 - |
|||
| 1,652,935 50 |
1,575,450 54 |
|||
| $ 3,315,199 100 |
$ 3,315,199 100 |
2,945,632 100 |
See accompanying notes to consolidated financial statements.
31
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| Operating revenue (note 6(13)) Operating costs (notes 6(5), (6), (7), (8), (9), (14), 7 and 12) Gross profit Operating expenses (notes 6(4), (5), (6), (7), (8), (9), (14), 7 and 12): Selling expenses Administrative expenses Research and development expenses Expected credit loss Total operating expenses Operating income Non-operating income and expenses (notes 4(3), 6(5), (6), (7), (8), (9), (15), 7 and 12): Interest income Other income Other gains and losses Finance costs Total non-operating income and expenses Income before income tax Less: income tax expenses (note 6(10)) Net income Other comprehensive income (notes 6(9) and (10)): Items that will not be reclassified subsequently to profit or loss Remeasurements from defined benefit plans Less: income tax related to items that will not be reclassified subsequently to profit or loss 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 income Total comprehensive income Net income (loss) attributable to: Owners of parent Non-controlling interests Total comprehensive income (loss) attributable to: Owners of parent Non-controlling interests Earnings per share (note 6(12)) Basic earnings per share Diluted earnings per share |
2022 | % 100 11 |
2021 | % 100 10 90 39 9 21 - 69 21 1 - - - 1 22 2 20 - - - - - - - 20 20 - 20 20 - 20 11.16 11.08 |
|---|---|---|---|---|
| Amount $ 2,179,248 229,268 |
Amount 1,850,979 181,562 |
|||
1,949,980 |
89 |
1,669,417 |
||
951,308 247,358 247,587 1,262 |
44 11 11 - |
722,639 162,455 387,370 1,879 |
||
1,447,515 |
66 |
1,274,343 |
||
502,465 |
23 |
395,074 |
||
16,746 5,216 185 (871) |
1 - - - |
10,820 7,251 (5,160) (970) |
||
21,276 |
1 |
11,941 |
||
523,741 80,935 |
24 4 |
407,015 39,767 |
||
442,806 |
20 |
367,248 |
||
4,050 810 |
- - |
2,204 441 |
||
| 3,240 | - |
1,763 | ||
1,875 - |
- - |
(413) - |
||
| 1,875 | - |
(413) | ||
5,115 |
- |
1,350 |
||
$ 447,921 |
20 |
368,598 |
||
$ 445,260 (2,454) |
20 - |
370,436 (3,188) |
||
$ 442,806 |
20 |
367,248 |
||
$ 450,339 (2,418) |
20 - |
371,829 (3,231) |
||
$ 447,921 |
20 |
368,598 |
||
$ |
13.42 |
|||
| $ | 13.31 |
See accompanying notes to consolidated financial statements.
32
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
Equity attributable to owners of parent
| Exchange | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| differences on | Total equity | ||||||||||||
| Retained | earnings | translation of | attributable | Non- | |||||||||
| foreign | |||||||||||||
| Common | Capital | Legal | Special | Unappropriated | financial | to owners of | controlling | Total | |||||
| stock | surplus | reserve | reserve | earnings | Total | statements | parent | interests | equity | ||||
| Balance as of January 1, 2021 | $ | 331,907 | 397,574 | 378,199 | 6,121 | 351,628 |
735,948 | (5,339) | 1,460,090 | 5,649 | 1,465,739 | ||
| Appropriations and distributions | |||||||||||||
| Reversal of special reserve | - | - | - | (782) | 782 |
- | - | - | - | - | |||
| Cash dividends | - | - | - | - | (258,887) | (258,887) | - | (258,887) | - | (258,887) | |||
| Net income (loss) for the year | - | - | - | - | 370,436 | 370,436 | - | 370,436 | (3,188) | 367,248 | |||
| Other comprehensive income (loss) for the year | - | - | - | - | 1,763 | 1,763 | (370) | 1,393 | (43) | 1,350 | |||
| Total comprehensive income (loss) for the year | - | - | - | - | 372,199 | 372,199 | (370) | 371,829 | (3,231) | 368,598 | |||
| Balance as of December 31, 2021 | 331,907 | 397,574 | 378,199 | 5,339 | 465,722 |
849,260 | (5,709) | 1,573,032 | 2,418 | 1,575,450 | |||
| Appropriations and distributions | |||||||||||||
| Special reserve | - | - | - | 370 | (370) |
- | - | - | - | - | |||
| Cash dividends | - | - | - | - | (370,436) | (370,436) | - | (370,436) | - | (370,436) | |||
| Net income (loss) for the year | - | - | - | - | 445,260 | 445,260 | - | 445,260 | (2,454) | 442,806 | |||
| Other comprehensive income (loss) for the year | - | - | - | - | 3,240 | 3,240 | 1,839 | 5,079 | 36 | 5,115 | |||
| Total comprehensive income (loss) for the year | - | - | - | - | 448,500 | 448,500 | 1,839 | 450,339 | (2,418) | 447,921 | |||
| Balance as of December 31, 2022 | $ | 331,907 | 397,574 | 378,199 | 5,709 | 543,416 |
927,324 | (3,870) | 1,652,935 | - | 1,652,935 |
See accompanying notes to consolidated financial statements.
33
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
104 CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(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 Loss on disposal of property, plant and equipment Loss on disposal of investments Unrealized foreign exchange loss (gain) Gain 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 current assets Total net changes in operating assets Net changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables Current provision for employee benefits 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 Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in guarantee deposits paid Decrease (increase) in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Payment of lease liabilities Cash dividends paid Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2022 $ 523,741 68,597 661 1,262 871 (16,746) 16 1,240 (485) (13) |
2021 407,015 67,068 1,124 1,879 970 (10,820) 400 - 128 (52) 60,697 (810) (24,988) 126 10,347 (15,325) 81,962 1,094 3,913 84,455 6,246 7,345 (1,611) 183,404 168,079 228,776 635,791 10,778 (970) (42,717) 602,882 - - (27,298) - (664) 1,902 (26,060) (32,979) (258,887) (291,866) (411) 284,545 2,236,512 2,521,057 |
|---|---|---|
55,403 |
||
683 (7,231) 547 (6,642) |
||
(12,643) |
||
152,912 (713) 1,747 97,614 1,738 (4,465) 8,621 |
||
257,454 |
||
244,811 |
||
300,214 |
||
823,955 15,371 (871) (69,695) |
||
768,760 |
||
(4,336,244) 2,814,742 (35,159) 28 540 (2,851) |
||
(1,558,944) |
||
(34,505) (370,436) |
||
(404,941) |
||
204 |
||
| (1,194,921) 2,521,057 |
||
$ 1,326,136 |
See accompanying notes to consolidated financial statements.
34
Attachment 4: Earnings Distribution Proposal
104 Corporation 2022 Earnings Distribution Proposal
Unit:NT$ NoteNT$13.42 per share |
||
|---|---|---|
| Items | Amount | Note |
| Unappropriated earnings at beginning of year | 94,916,271 |
|
| Plus: | ||
| Remeasurements from defined benefit plans | 3,239,965 | |
| Reversal of special reserve | 1,839,110 | |
| 2022 Net income after tax | 445,259,484 | |
| Earnings available for distribution | 545,254,830 | |
| Less: | ||
| Items of distribution: | ||
| Shareholders’ dividends - cash | (445,259,484) | NT$13.42 per share |
| Unappropriated earnings at end of year | 99,995,346 |
Chairman: Rocky Yang General Manager: Joanna Huang Chief Accountant: Tiffany Lin
35
Attachment 5: Comparison Table of the “Articles of Incorporation” Amendments
104 Corporation
Comparison Table of the “Articles of Incorporation” Amendments
| Amended Articles | Current Articles | |
|---|---|---|
| Article 9: Shareholders’ meetings of the Company shall be of two types, regular meetings and extraordinary meetings. 1. Regular meetings shall be convened once a year within six months after the close of each fiscal year, and a notice to convene a regular meeting shall be given to the shareholders within 30 days. 2. When necessary, extraordinary meetings shall be convened and a notice to convene an extraordinary meeting shall be given to the shareholders within 15 days. The notice in the preceding paragraph shall specify date, place and agenda of the meeting. Unless otherwise provided by the Company Act, the shareholders’ meetings are convened by the board of directors. Shareholders’meetings of the Company may be held by means of visual communication network or other methods promulgated by the central competent authority. |
Article 9: Shareholders’ meetings of the Company shall be of two types, regular meetings and extraordinary meetings. 1. Regular meetings shall be convened once a year within six months after the close of each fiscal year, and a notice to convene a regular meeting shall be given to the shareholders within 30 days. 2. When necessary, extraordinary meetings shall be convened and a notice to convene an extraordinary meeting shall be given to the shareholders within 15 days. The notice in the preceding paragraph shall specify date, place and agenda of the meeting. Unless otherwise provided by the Company Act, the shareholders’ meetings are convened by the board of directors. |
|
Article 29: The Articles of Incorporation was first made executed on October 1, 1993 The first amendment was made on July 31, 1998…(omitted) The Eighteenth amendment was made on August 12, 2021 The Nineteenth amendment was made on May 25, 2023 |
Article 29: The Articles of Incorporation was first made executed on October 1, 1993 The first amendment was made on July 31, 1998…(omitted) The Eighteenth amendment was made on August 12, 2021 |
36
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 | |
|---|---|---|
| Article 4: A shareholders’ meeting shall be held at the head office of the Company or at an appropriate venue convenient for shareholders to attend and shall not begin earlier than 9:30 a.m. or later than 3:00 p.m. The restrictions on the place of the meeting shall not apply when the Company convenes a virtual- only shareholders’meeting. |
Article 4: A shareholders’ meeting shall be held at the head office of the Company or at an appropriate venue convenient for shareholders to attend and shall not begin earlier than 9:30 a.m. or later than 3:00 p.m. |
|
Article 5: Shareholders or appointed proxies (hereinafter referred to as “Shareholders”) shall attend a shareholders’ meeting on an attendance card, a sign- in card or other certificates of attendance. Proxy solicitors shall also present identification documents for verification. Attending shareholders shall submit their sign-in cards in lieu of signing in. A shareholder that has registered with the Company to take part by means of videoconferencing has logged into the video conferencing platform and completed sign-in, shall be deemed to have attended the meeting in person. In the event of a virtual shareholders’meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date. |
Article 5: Shareholders or appointed proxies (hereinafter referred to as “Shareholders”) shall attend a shareholders’ meeting on an attendance card, a sign- in card or other certificates of attendance. Proxy solicitors shall also present identification documents for verification. Attending shareholders shall submit their sign-in cards in lieu of signing in. |
|
Article 8: The Company shall make an audiotape or videotape recording of a shareholders’ meeting in its entirety, and such recording shall be retained for at least one year. When a virtual shareholders’meeting is convened, the Company shall keep continuously audio and video record of the proceedings of the virtual meeting from beginning to end without interruption, and the record shall be properly kept during the entirety of its existence. |
Article 8: The Company shall make an audiotape or videotape recording of a shareholders’ meeting in its entirety, and such recording shall be retained for at least one year. |
|
Article 9: The attendance and voting at a shareholders’ meeting shall be calculated based on the number of shares. |
Article 9: The attendance and voting at a shareholders’ meeting shall be calculated based on the number of shares. |
37
Amended Articles
Current Articles
The shares held by shareholders who are without voting rights shall be excluded from the total number of shares in the issue when voting on a resolution at a shareholders’ meeting.
The shares held by shareholders who are without voting rights shall be excluded from the total number of shares in the issue when voting on a resolution at a shareholders’ meeting.
The number of attending shares shall be calculated according to the number of sign-in cards submitted and checked in on the virtual meeting platform, plus the number of shares voted in writing or by way of electronic transmission.
The number of attending shares shall be calculated according to the number of sign-in cards submitted and the number of shares voted in writing or by way of electronic transmission.
Article 11:
Article 11:
For a shareholders’ meeting convened by the board of directors, the meeting’s agenda shall be set by the board of directors, and each proposal and motion for election must be voted by poll on a package vote basis, and the votes shall be counted at once after the chair announces the close of voting. The meeting shall proceed as set by the agenda unless otherwise changed by a resolution passed in the shareholders’ meeting.
For a shareholders’ meeting convened by the board of directors, the meeting’s agenda shall be set by the board of directors, and each 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 changed by a resolution passed in the shareholders’ meeting.
The provision prescribed in the 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.
The provision prescribed in the 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: Where a virtual shareholders’ meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Article 14 to 18 do not apply.
| until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Article 14 to 18 do not apply. |
|
|---|---|
| Article20~ Article22 | Article19~ Article21 |
| Article 23: | |
| When the Company convenes a virtual | |
| shareholders’meeting, after the chair declares the | |
| meeting open, shareholders attending the meeting | |
| online shall cast votes on proposals and elections on | |
| the virtual meeting platform before the chair | |
| announces the voting session ends or will be | |
| deemed abstained from voting. | |
| Article24~ Article25 | Article22~ Article23 |
38
| Amended Articles | Current Articles | |
|---|---|---|
| Article26: (Paragraph 1~3 are not amended: omitted) Where a virtual shareholders’meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. |
Article24: All resolutions reached at a 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 place of the meeting, the name of the chairperson, the resolution method, the summary of proceedings, the results of resolutions (including full voting results of the poll), and in the event of election of directors, each candidate’s result shall be recorded in the meeting minutes, and the meeting minutes shall be permanently retained as along as the Company exists. |
|
| Article27 | Article25 |
39