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Auden — AGM Information 2024
Jul 5, 2024
52298_rns_2024-07-05_0d457812-e9d9-4b43-b128-8b24645b06e5.pdf
AGM Information
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Stock Code: : 3138
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AUDEN TECHNO CORP.
2024 Annual Meeting of Shareholders
Handbook
Meeting date : June 25[th] ,2024
Meeting location : No.286, Section 1, Gaotiezhanqian W Rd, Zhongli District, Taoyuan City 334, Taiwan (R.O.C.)
The original of this handbook is written in Chinese language. If there is any discrepancy between the
Chinese version and this English translation, the Chinese version shall prevail.
Table of Contents
| Table of Contents | Table of Contents |
|---|---|
| Meeting Agenda: | |
| Call | the Meeting to Order |
| Chairman Remarks | |
| I. | Matters to Report |
| 1. 2023 Business Report ......................................................................................................... 1 | |
| 2. 2023 Audit Committee's Review Report ............................................................................ 1 | |
| 3. The Status of Cash dividends for Distribution of 2023 Profits .......................................... 1 | |
| 4. The Status of Distribution Remuneration of Employees and Directors in 2023 ................ 1 | |
| II. | Matters for Adoption |
| 1. Adoption of the 2023 Business Report and Financial Statements ...................................... 2 | |
| 2. Adoption of the proposal for Distribution of 2023 Profits ................................................. 2 | |
| III. | Matters for Discussion |
| 1. Proposal for amendment of “Articles of Incorporation” .................................................... 3 | |
| IV. | Questions and Motions ........................................................................................................... 3 |
| V. | Adjournment ........................................................................................................................... 3 |
| Attachments | |
| 1. Business report .................................................................................................................... 4 | |
| 2. 2023 Parent company only financial statements and independent auditors’ report ........... 6 | |
| 3. 2023 Consolidated financial statements and independent auditors’ report ........................ 13 | |
| 4. Comparison Table for Amendment to the “Articles of Incorporation” .............................. 20 | |
| Appendix | |
| 1. Rules of Procedure for Shareholders Meeting .................................................................... 22 | |
| 2. Articles of Incorporation(pre-amendment) ......................................................................... 28 | |
| 3. Shareholdings of all directors ............................................................................................. 31 |
I. Matters to Report
1. 2023 Business Report
。 Explanation: Please refer to Attachment 1. (page.4~page.5)
2. 2023 Audit Committee's Review Report
2023 annual business report, financial statements and earnings allocation proposal, etc ., are prepared by the board of directors, among which the financial statements were audited by Accountants Lily Lu and Lin Wu of KPMG Taiwan and issued the audit report. The above business report, financial statement and earnings allocation proposal have been reviewed by us as Audit Committee of the Company and found to be consistent.
Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this review report for your consideration.
Submit to
2024 Annual Meeting of Shareholders, Auden Techno Corp.
Chairman of the Audit Committee: Chou, Chun-Hung
March 13[th] , 2024
3. The Status of Cash dividends for Distribution of 2023 Profits
-
(1) Pursuant to Item 5 of Article 240 of the Company Act and Article 19-1 of the Articles of Incorporation, in circumstances where dividends are distributed in cash, the Board is authorized to determine the distribution and shall report it to the Shareholders’ Meeting.
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(2) The Board has approved the appropriation of cash dividends of NTD 130,762,744 ( NTD 2.6/per share). The expected cash dividend payout date is July 31, 2024.
4. The Status of Distribution Remuneration of Employees and Directors in 2023
-
(1) According to Article19 of the Articles of Incorporation, when the Company has a profit for any fiscal year, the Company shall allocate at least 2% of the profit as bonus to be issued to its employees and not in excess of 2% of the profit as compensation to directors of the Company.
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(2) Board Meeting on March 13[th] , 2024 decided that the 2023 compensation amounts to be distributed in cash to employees and directors would be NTD 5,324,328 and NTD 4,791,895, respectively.
-
1 -
II. Matters for Adoption
No. 1: (Proposed by the Board of Directors)
Proposal: Adoption of the 2023 Business Report and Financial Statements. Explanation:
-
(1) 2023 Business Report and Financial Statements have been reviewed by the Audit Committee, and approved by the board of directors.
-
(2) For the related 2023 Business Report and Financial Statements, please refer to Attachments 1 to 3. (page.4~page.19)
Resolution:
No. 2: (Proposed by the Board of Directors)
Proposal: Adoption of the Proposal for Distribution of 2023 Profits
Explanation:
- (1) The earnings distribution plan is to distribute the 2023 distributable retained earnings. It is approved the proposed distribution of cash dividend of NT$2.6 per share. The Profit Distribution Table is listed as follows.
AUDEN TECHNO CORP. Profit Distribution Table of Year 2023
Unit: NTD
| Unit: NTD | |
|---|---|
| Item | Amount |
| Beginning retained earnings Retained earnings through actuarial income Current profit after tax 10% Legal reserve Distributable net profit Distribution items: Cash Dividends to Shareholders (NTD$2.6per share) Unappropriated retained earnings |
$ 379,970,143 (952,200) 206,407,455 (20,545,526) |
| $ 564,879,872 (130,762,744) |
|
| $ 434,117,128 | |
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(2) This profits distribution will expend 2023 Profits first.
-
(3) The calculation of the cash dividend is based on the proportion of shareholdings up to the round unit of a NTD. The total fractional amounts less than NTD 1 shall be listed in ascending order according to the amount and account number, until it means the total distribution amount for shareholder cash dividends.
Resolution:
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III. Matters for Discussion
No. 1: (Proposed by the Board of Directors)
Proposal: Proposal for Amendment of “Articles of Incorporation” Explanation:
According to the amendment of the law and the actual operation status, the company plan to amend “Articles of Incorporation”. The comparison table for amendment, please refer to Attachment 4. (page.20~page.21)
Resolution:
IV. Questions and Motions
V. Adjournment
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Attachment 1
2023 Business Report
I. The Operating Performance
- (I) The implementation of the business plan
Our company primarily engages in the field of wireless communications and related products, focusing on high-tech and high value-added products. We continuously invest in research and development to enhance our R&D capabilities, ensuring we maintain excellent competitiveness. In addition to continuing to explore new technologies and products with market potential, we are also advancing the commercialization of new products, which will drive growth for our operations.
In 2024, we face multiple challenges, including global geopolitical conflicts, the postpandemic, and a slowdown in the global economy. These factors contribute to ongoing uncertainty and risk for business operations. In response, our company not only continues to focus on product and technology investments but also emphasizes enhancing the overall flexibility and risk management of our operations to navigate through an environment of high uncertainty and business risks.
However, despite the continued intensification of operation challenges, the company has managed to achieve consistently strong results, thanks to the unremitting efforts of all colleagues. Consolidated operating income of the company in 2023 was NT$1,779,638 thousand, an increase of 3.59% compared with NT$1,718,039 thousand in 2022; net income of the consolidated period in 2023was NT$205,759 thousand, which decreased by 36.41% compared to NT$323,589 thousand in 2022; basic earnings per share in 2023 was NT$4.42.
- (II) Budget implementation
The Company has not provided a financial forecast for 2023, so it is not applicable.
(III) Analysis of receipts, expenditures, and profitability
Unit: In thousands of New Taiwan Dollar
| Annual Item |
2022 | 2023 |
|---|---|---|
| OperatingRevenue | 1,718,039 | 1,779,638 |
| Gross Profit on sale | 693,824 | 778,060 |
| OperatingExpense | 597,897 | 550,824 |
| OperatingIncome | 95,927 | 227,236 |
| Non-operatingincome and expenses | 306,070 | 41,898 |
| Profit before tax | 401,997 | 269,134 |
| Net Profit | 323,589 | 205,759 |
| Net Profit(attributable to theparent company) | 320,777 | 206,407 |
| Total Comprehensive Income for the Year | 321,398 | 196,090 |
| Return on Equity | 21.70 | 12.59 |
| Net Profit Margin | 18.83 | 11.56 |
| Earningsper share(after tax) | 6.89 | 4.42 |
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II. The Operating Prospect
Antenna system
Antenna is our company's core technology and the main source of revenue and profit. Rely on long-term investment in technology and R&D. We have successfully developed a range of array antenna products, including low-orbit satellite array antennas and FR2 (39G/28G) array antennas. We will continue to invest in both hardware and software technology to enhance our technical strength and market competitiveness. Our accumulated core technology and R&D achievements position us to seize business opportunities in 5G mobile communications and low-orbit satellite communications.
Sales of measurement equipment
Our measurement equipment business primarily comes from agent Switzerland Company SPEAG, which specializes in Specific Absorption Rate (SAR) measurement equipment. Auden provides after-sales service and technical support for these products on behalf of the manufacturer. Since this product has market exclusivity and continues, generate stable revenue and profit to our business. In the future, in addition to maintaining the market share of the agency products, we will actively seek to represent other marketable and edge-cutting equipment to create another revenue growth.
Testing and certification services for wireless communication network
After years of development, communications verification has become mature. Recognizing the future potential of Open Radio Access Network (ORAN), we established the world's first independent third-party ORAN verification laboratory three years ago. This lab helps clients address performance and compliance requirements from the development to the launch of open base stations, extending to new topics like cybersecurity and energy conservation. It aims to provide a one-stop comprehensive testing service, paving the way to 6G communications.
III. Future Development Strategy
With the growing trends in the wireless communication industry and the increasing application of its products, Auden will continue to focus on mobile communications, high-frequency communications, and biomedical fields, along with AI-related product applications and softwarehardware technology integration. It will also actively explore new markets to enhance operational momentum.
Direction of the company's product and technology development :
-
With communication technology as the main focus, we continue to construct RF, SAR, Biomagnetic and other software and hardware integration technologies.
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Use the mmWave technology and products as a new growth driver, targeting low Earth orbit satellite user terminals (UT) and telecom-grade O-RUs opportunity.
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Center research and development around mobile communications, high-frequency communications, and biomedical markets, creating highly competitive wireless RF communication products.
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Cultivate cross-domain technology and product integration and testing capabilities to maintain a leading edge in wireless communication products.
Continue providing customers with end-to-end services, from product planning and R&D design to mass production and market certification. Build a one-stop integration service to shorten customer development timelines, and accelerate product time-to-market.
Chairman: Chang, Yu-Bin Manager: Chang, Yu-Bin Chief Accountant: Wen, Wen-Sheng
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Attachment 2
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KPMG
68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Tel + 886 2 8101 6666 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Fax + 886 2 8101 6667 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Auden Techno Corp.:
Opinion
We have audited the accompanying parent company only financial statements of Auden Techno Corp. ("the Company"), which comprise the statements of financial position as of December 31, 2023 and 2022, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying financial position of the Company as of December 31, 2023 and 2022, 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 audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 parent company only financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue Recognition
Please refer to notes 4(n) and 6(u) for the related to disclosures on the revenue recognition of the parent company only financial statements.
Description of the key audit matter
The Company's operating income is a key indicator for management to evaluate the financial or business performance, and is highly expected by the investors. Therefore, the revenue recognition has been identified as a key audit matter.
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How the matter was addressed in our audit:
Our audit procedures include testing the effectiveness of the design and implementation of the internal controls in relation to sales and cash collection, conducting trend analysis for the top ten customers by comparing the changes or differences to evaluate if there is any significant irregularity, performing random sample checking on the sales transactions to evaluate the authenticity of these transactions, the correctness of the recognized amount of sales revenue and the reasonableness of the timing of recording, and reviewing samples of sales transactions for a specified period before and after the end of the year to assess the correctness of the revenue attribution period and recognition.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only 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 (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only 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:
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Identify and assess the risks of material misstatement of the parent company only financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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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7 -
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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 parent company only 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 parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit.
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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditor's 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 Lu, Lily and Wu, Lin.
KPMG
Taipei, Taiwan (Republic of China) March 13, 2024
Notes to Readers
The accompanying parent company only financial statements are intended only to present the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only 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 parent company only financial statements, the Chinese version shall prevail.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Auden Techno Corp.
Parent Company Only Statements of Financial Position
December 31, 2023 and 2022
(All amounts expressed in thousands of New Taiwan dollars)
| Assets 11xx Current assets: 1100 Cash and cash equivalents (note 6(a)) 1170 Accounts receivable, net (notes 6(c) and (u)) 1180 Accounts receivable-related parties, net (notes 6(c), (u) and 7) 1200 Other receivables (note 6(d)) 1210 Other receivables-related parties (notes 6(d) and 7) 1220 Current income tax assets 130X Inventories (note 6(e)) 1410 Prepayments 1476 Other financial assets-current (note 6(k)) 1479 Other current assets Total current assets 15xx Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (note 6(n)) 1517 Financial assets at fair value through other comprehensive income-non- current (note 6(b)) 1550 Investments accounted for under equity method (notes 6(f), (g) and (s)) 1600 Property, plant and equipment (notes 6(h), 7 and 8) 1755 Right-of-use assets (note 6(i)) 1760 Investment property (note 6(j)) 1780 Intangible assets (note 7) 1840 Deferred tax assets (note 6(q)) 1980 Other financial assets-non-current (notes 6(k), (n) and 8) 1990 Other non-current assets-others Total non-current assets 1xxx Total assets |
December 31, 2023 Amount % $ 693,872 24 325,616 11 17,426 1 26,456 1 19,423 1 88 - 176,121 6 18,778 - 38,065 1 2,705 - 1,318,550 45 - - 86,172 3 833,024 28 583,423 20 1,974 - 38,006 1 2,778 - 18,905 - 82,249 3 540 - 1,647,071 55 $ 2,965,621 100 |
December 31, 2022 Amount % 863,686 31 189,011 7 37,606 1 37,632 1 61,399 2 88 - 211,012 7 16,916 1 3,450 - 2,220 - 1,423,020 50 80 - 84,158 3 736,994 26 380,622 14 3,857 - 38,380 1 6,153 - 39,325 2 106,947 4 1,457 - 1,397,973 50 2,820,993 100 Liabilities and Equity 21xx Current liabilities: 2100 Short-term loans (note 6(l)) 2150 Notes payable 2170 Accounts payable 2180 Accounts payable-related parties (note 7) 2200 Other payables (note 6(v)) 2220 Other payables-related parties (note 7) 2230 Current tax liabilities 2320 Long term liabilities due during a year or operating cycle (note 6(m)) 2280 Current lease liabilities (note 6(o)) 2399 Other current liabilities (notes 6(r) and (u)) Total current liabilities 25xx Non-Current liabilities: 2530 Bond payables (note 6(n)) 2540 Long-term borrowings (notes 6(m) and 8) 2570 Deferred tax liabilities (note 6(q)) 2580 Non-current lease liabilities (note 6(o)) 2640 Non-current net defined benefit liability (note 6(p)) 2645 Guarantee deposits Total non-current liabilities 2xxx Total liabilities 31xx Equity attributable to owners of parent (notes 6(f), (n), (p), (r) and (s)): 3110 Ordinary shares 3200 Capital surplus 3300 Retained earnings 3400 Other equity interest 3xxx Total equity 2-3xxx Total liabilities and equity |
December 31, 2023 | December 31, 2022 Amount % - - 123 - 71,573 3 101,550 4 180,676 6 286 - 35,680 1 - - 1,961 - 165,911 6 557,760 20 391,559 14 190,000 6 72,132 3 1,993 - 657 - 130 - 656,471 23 1,214,231 43 467,131 17 476,307 17 679,268 24 (15,944) (1) 1,606,762 57 2,820,993 100 |
|
|---|---|---|---|---|---|
| Amount % |
|||||
| $ 50,000 2 123 - 46,848 2 160,940 5 221,237 8 355 - 14,605 - 5,588 - 1,697 - 147,726 5 649,119 22 395,662 13 184,412 6 71,861 3 296 - 1,782 - 130 - 654,143 22 1,303,262 44 468,004 16 505,922 17 721,234 24 (32,801) (1) 1,662,359 56 $ 2,965,621 100 |
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See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Auden Techno Corp.
Parent Company Only Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(All amounts expressed in thousands of New Taiwan dollars)
| 4000 Operating revenue (notes 6(u) and 7) 5000 Operating costs (notes 6(e) and 7) 5900 Gross profit 5910 Less: nrealized profit (loss) from sales 5900 Gross profit 6000 Operating expenses (notes 6(c), (p), (s), (v) and 7): 6100 6200 6300 6450 Selling expenses Administrative expenses Research and development expenses Expected credit losses (reversal of expected credit losses) Total operating expenses 6900 Net operating income 7000 Non-operating income and expenses (notes 6(b), (f), (g), (n), (o), (w) and 7): 7100 7010 7020 7050 7070 Interest income Other income Other gains and losses Finance costs Share of profit of the subsidiaries accounted for using equity method Total non-operating income and expenses 7900 Income before income tax 7950 Less: Income tax expenses (note 6(q)) Net income 8300 Other comprehensive income (notes 6(p), (q) and (r)): 8310 Items that will not be reclassified subsequently to profit or loss 8311 8316 8349 Remeasurement of defined benefit plans Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Less: income tax related to items that will not be reclassified subsequently to profit or loss 8360 Total items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: 8361 8399 Foreign currency translation differences for foreign operations Less: income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss Total items that will be reclassified subsequently to profit or loss 8300 Other comprehensive income (loss), net of tax 8500 Total comprehensive income Earnings per share (expressed in New Taiwan dollars) (note 6(t)) 9750 9850 Basic earnings per share Diluted earnings per share |
2023 Amount % $ 1,402,873 100 809,513 58 593,360 42 (14,352) (1) 607,712 43 122,467 9 155,196 11 145,469 10 (31) - 423,101 30 184,611 13 6,567 - 38,952 3 5,598 - (12,406) (1) 33,473 3 72,184 5 256,795 18 50,388 3 206,407 15 (1,190) - 1,014 - (238) - 62 - (9,731) (1) - - (9,731) (1) (9,669) (1) $ 196,738 14 $ 4.42 $ 4.41 |
2022 Amount % 1,353,666 100 837,466 62 516,200 38 17,820 1 498,380 37 115,851 9 130,213 10 179,207 13 29 - 425,300 32 73,080 5 2,135 - 52,342 4 44,886 3 (8,851) - 206,091 15 296,603 22 369,683 27 48,906 4 320,777 23 355 - (23,030) (2) 71 - (22,746) (2) 23,895 2 4,088 - 19,807 2 (2,939) - 317,838 23 6.89 6.78 |
|---|---|---|
See accompanying notes to parent company only financial statements.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Auden Techno Corp.
Parent Company Only Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(All amounts expressed in thousands of New Taiwan dollars)
| Balance at January 1, 2022 Appropriation and distribution of retained earnings: Legal reserve Cash dividends of ordinary shares Share option-equity components recognized for equity component of convertible bonds issued (preference share) Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Restricted stock to employee adjustments Share-based payments Balance at December 31, 2022 Appropriation and distribution of retained earnings: Legal reserve Cash dividends of ordinary shares Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Issue of shares Restricted stock to employee adjustments Share-based payment Changes in non-controlling interests Balance at December 31, 2023 |
Ordinary shares |
Capital surplus |
Retained | earnings | Total 498,372 - (140,165) - 320,777 284 321,061 - - 679,268 - (163,489) 206,407 (952) 205,455 - - - - 721,234 |
Other equity interest | Other equity interest | Other equity interest | Other equity interest | Total | Total equity |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on fiancial assets a fair value through other comprehensive income |
t |
Others | |||||||||||||||
| Legal reserve |
Special reserve 28,767 - - - - - - - - 28,767 - - - - - - - - - 28,767 |
Unappropriated earnings |
||||||||||||||||
| $ 467,217 - - - - - - (86) - 467,131 - - - - - - 873 - - $ 468,004 |
384,651 - - 93,058 - - |
47,234 27,702 - - - - |
422,371 (27,702) (140,165) - 320,777 284 321,061 - - 575,565 (32,106) (163,489) 206,407 (952) 205,455 - - - - 585,425 |
(43,114) - - - - 19,807 19,807 - - (23,307) - - - (9,731) (9,731) - - - - (33,038) |
32,252 - - - - (23,030) (23,030) - - 9,222 - - - 1,014 1,014 - - - - 10,236 |
(15,069) - - - - - - 1,488 11,722 (1,859) - - - - - - (11,895) 3,755 - (9,999) |
(25,931) - - - - (3,223) (3,223) 1,488 11,722 (15,944) - - - (8,717) (8,717) - (11,895) 3,755 - (32,801) |
1,324,309 - (140,165) 93,058 320,777 (2,939) 317,838 - 11,722 1,606,762 - (163,489) 206,407 (9,669) 196,738 - - 21,682 666 1,662,359 |
||||||||||
| - | - | |||||||||||||||||
| - - |
||||||||||||||||||
| 74,936 32,106 - - - |
||||||||||||||||||
| - | ||||||||||||||||||
| - - - - |
||||||||||||||||||
| 107,042 |
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See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
Auden Techno Corp.
Parent Company Only Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(All amounts expressed in thousands of New Taiwan dollars)
| Cash flows from (used in) operating activities: Income before tax Adjustments: Adjustments to reconcile profit and loss Depreciation expense Amortization expense Expected credit losses (reversal of expected credit losses) Net loss on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share-based payments Share of profit of subsidiaries accounted for using equity method Gain on disposal of property, plant and equipment Loss on disposal of subsidiaries Unrealized profit (loss) from sales Total adjustments to reconcile profit and loss Changes in operating assets and liabilities relating: Net changes in operating assets: Accounts receivable Accounts receivable-related parties Other receivables Other receivable-related parties Inventories Prepayments Other current assets Total net changes in operating assets Net changes in operating liabilities: Accounts payable Accounts payable-related parties Other payables Other payable-related parties Other current liabilities Net defined benefit liability 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 at fair value through other comprehensive income Proceeds from disposal of subsidiaries Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease (increase) in other financial assets-non-current Decrease in other non-current assets Increase in prepayments for equipment Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term loans Proceeds from issuing bonds Payment of lease liabilities Cash dividends paid Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2023 $ 256,795 23,206 4,328 (31) 80 12,406 (6,567) (2,447) 18,589 (33,473) (1,438) - (14,352) 301 (136,574) 20,180 11,176 41,976 34,891 (1,862) (485) (30,698) (24,725) 59,390 60,230 69 (18,185) (65) 76,714 46,016 46,317 303,112 6,567 2,447 (8,283) (51,076) 252,767 (1,000) - (54,000) (242,999) 1,738 (953) (9,917) - - (307,131) 50,000 - (1,961) (163,489) (115,450) (169,814) 863,686 $ 693,872 |
2022 369,683 22,993 4,310 29 1,560 8,851 (2,135) (1,904) 11,722 (206,091) (1) 3,488 17,820 |
|---|---|---|
| (139,358) | ||
| (6,282) (24,350) 11,553 (404) 28,804 5,183 11,046 |
||
| 25,550 | ||
| (49,486) (34,326) 56,587 (189) 92,892 (61) |
||
| 65,417 | ||
| 90,967 | ||
| (48,391) | ||
| 321,292 2,135 1,904 (4,979) (19,607) |
||
| 300,745 | ||
| (35,862) 31,618 (10,000) (58,364) 1 (3,971) (70,586) 237 (1,294) |
||
| (148,221) | ||
| - 479,105 (1,682) (140,165) |
||
| 337,258 | ||
| 489,782 373,904 |
||
| 863,686 |
- 12 -
See accompanying notes to parent company only financial statements.
Attachment 3
==> picture [76 x 31] intentionally omitted <==
==> picture [169 x 19] intentionally omitted <==
KPMG
68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Tel + 886 2 8101 6666 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Fax + 886 2 8101 6667 �Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of Auden Techno Corp.:
Opinion
We have audited the consolidated financial statements of Auden Techno Corp. and its subsidiaries (“ the Group”), which comprise the consolidated balance sheet as of December 31, 2023 and 2022, the consolidated statement 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 material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, 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 by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue Recognition
Please refer to notes 4(o) and 6(t) for the related disclosures on the revenue recognition of the consolidated financial statements.
Description of key audit matter
The Sales revenue of the Group is a key indicator for management to evaluate financial or business performance. and is highly expected by the investors. Therefore, the revenue recognition has been identified as a key audit matter.
- 13 -
How the matter was addressed in our audit:
Our audit procedures include testing the effectiveness of the design and and implementation of the internal controls in relation to revenue recognition and cash collection, conducting trend analysis for the top ten customers by comparing the changes or differences to evaluate if there is any significant irregularity, performing random sample checking on the sales transactions to evaluate the authenticity of these transactions, the correctness of the recognized amount of sales revenue and the reasonableness of the timing of recording, and reviewing samples of sales transactions for a specified period before and after the end of the year to assess whether the timing of revenue recognition is appropriate.
Other Matter
The Company has prepared its parent company only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unmodified 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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republice 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.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as 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 Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
14 -
-
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 Group'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 Group 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 Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope 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.
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 for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditor's 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 Lu, Lily and Wu, Lin.
KPMG
Taipei, Taiwan (Republic of China) March 13, 2024
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated 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.
- 15 -
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) AUDEN TECHNO CORP. AND SUBSIDIARIES
Consolidated Statements of Financial Position
December 31, 2023 and 2022
(All amounts expressed in thousands of New Taiwan dollars)
| Assets 11xx Current assets: 1100 Cash and cash equivalents (note 6(a)) 1150 Notes receivable, net (notes 6(c) and (t)) 1170 Accounts receivable, net (notes 6(c) and (t)) 1200 Other receivables (notes 6(d) and (f)) 1220 Current income tax assets 130X Inventories (note 6(e)) 1410 Prepayments 1476 Other financial assets-current (notes 6(j) and 8) 1479 Other current assets Total current assets 15xx Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (note 6(m)) 1517 Financial assets at fair value through other comprehensive income-non- current (note 6(b)) 1600 Property, plant and equipment (notes 6(g) and 8) 1755 Right-of-use assets (notes 6(h) and 7) 1760 Investment property (note 6(i)) 1780 Intangible assets 1840 Deferred tax assets (note 6(p)) 1980 Other financial assets-non-current (notes 6(j), (m) and 8) 1990 Other non-current assets-others Total non-current assets 1xxx Total assets |
December 31, 2023 Amount % $ 1,156,776 37 48,161 2 463,983 15 27,078 1 126 - 285,044 9 39,984 1 164,720 5 2,711 - 2,188,583 70 - - 86,172 3 713,473 23 24,507 1 5,211 - 9,324 - 18,905 - 85,578 3 7,177 - 950,347 30 $ 3,138,930 100 |
December 31, 2022 Amount % 1,411,209 46 23,863 1 326,811 11 110,452 4 129 - 325,986 11 30,593 1 48,919 1 2,293 - 2,280,255 75 80 - 84,158 3 498,054 16 19,940 1 5,351 - 7,920 - 39,325 1 108,025 4 7,857 - 770,710 25 3,050,965 100 Liabilities and Equity 21xx Current liabilities: 2100 Short-term loans (note 6(k)) 2150 Notes payable 2170 Accounts payable 2200 Other payables (note 6(u)) 2230 Current tax liabilities (note 6(f)) 2280 Current lease liabilities (notes 6(n) and 7) 2320 Long-term borrowing, current portion (note 6(l)) 2399 Other current liabilities (notes 6(q) and (t)) Total current liabilities 25xx Non-Current liabilities: 2530 Bonds payable (note 6(m)) 2540 Long-term borrowings (notes 6(l) and 8) 2570 Deferred tax liabilities (note 6(p)) 2580 Non-current lease liabilities (notes 6(n) and 7) 2640 Non-current net defined benefit liability (note 6(o)) 2645 Guarantee deposits Total non-current liabilities 2xxx Total liabilities 31xx Equity attributable to owners of parent (notes 6(m), (q) and (r)): 3110 Ordinary shares 3200 Capital surplus 3300 Retained earnings 3400 Other equity interest Total equity attributable to owners of parent 36xx Non-controlling interests 3xxx Total equity 2-3xxx Total liabilities and equity |
December 31, 2023 | December 31, 2022 Amount % - - 38,092 1 156,494 5 285,575 10 70,307 2 6,800 - - - 220,899 7 778,167 25 391,559 13 190,000 6 72,132 3 11,558 - 657 - 130 - 666,036 22 1,444,203 47 467,131 16 476,307 16 679,268 22 (15,944) (1) 1,606,762 53 - - 1,606,762 53 3,050,965 100 |
||
|---|---|---|---|---|---|---|
| Amount % |
||||||
| 50,000 2 50,851 2 148,992 5 350,528 11 20,235 1 10,249 - 5,588 - 168,628 5 805,071 26 395,662 13 184,412 6 71,861 2 12,869 - 1,782 - 130 - 666,716 21 1,471,787 47 468,004 15 505,922 16 721,234 23 (32,801) (1) 1,662,359 53 4,784 - 1,667,143 53 $ 3,138,930 100 |
- 16 -
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) AUDEN TECHNO CORP. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(All amounts expressed in thousands of New Taiwan dollars)
| 4000 Operating revenue (note 6(t)) 5000 Operating costs (note 6(e)) 5900 Gross profit 6000 Operating expenses (notes 6(c), (o), (r), (u) and 7): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit losses Total operating expenses 6900 Net operating income 7000 Non-operating income and expenses (notes 6(m), (n), (v) and 7): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs Total non-operating income and expenses 7900 Income before income tax 7950 Less: Income tax expenses (note 6(p)) 8200 Net income 8300 Other comprehensive income (note (q)): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 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 8360 Items that may be reclassified subsequently to profit or loss: 8361 Foreign currency translation differences for foreign operations 8399 Less: income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss Total items that will be reclassified subsequently to profit or loss 8300 Other comprehensive income (loss), net of tax 8500 Total comprehensive income (loss) Profit attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Owners of parent 8720 Non-controlling interests Earnings per share (expressed in New Taiwan dollars) (note 6(s)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2023 Amount % $ 1,779,638 100 1,001,578 56 778,060 44 183,645 11 180,834 10 185,488 10 857 - 550,824 31 227,236 13 9,095 - 46,174 3 (632) - (12,739) (1) 41,898 2 269,134 15 63,375 3 205,759 12 (1,190) - 1,014 - (238) - 62 - (9,731) (1) - - (9,731) (1) (9,669) (1) $ 196,090 11 $ 206,407 12 (648) - $ 205,759 12 $ 196,738 11 (648) - $ 196,090 11 $ 4.42 $ 4.41 |
2022 Amount % 1,718,039 100 1,024,215 60 693,824 40 188,023 11 193,432 11 214,649 12 1,793 - 597,897 34 95,927 6 3,707 - 68,180 4 244,286 14 (10,103) - 306,070 18 401,997 24 78,408 5 323,589 19 355 - (23,030) (1) 71 - (22,746) (1) 24,643 1 4,088 - 20,555 1 (2,191) - 321,398 19 320,777 19 2,812 - 323,589 19 317,838 19 3,560 - 321,398 19 6.89 6.78 |
|---|---|---|
See accompanying notes to consolidated financial statements. - 17 -
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) AUDEN TECHNO CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(All amounts expressed in thousands of New Taiwan dollars)
| Balance at January 1, 2022 Appropriation and distribution of retained earnings: Legal reserve Cash dividends of ordinary shares Share option-equity components recognized for convertible bonds issued (preference share) Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Restricted stock to employee adjustments Proceeds from disposal of subsidiaries Share-based payment Balance at December 31, 2022 Appropriation and distribution of retained earnings: Legal reserve Cash dividends of ordinary shares Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Restricted stock to employee adjustments Share-based payment Changes in non-controlling interests Balance at December 31, 2023 |
Equity attrib | Equity attrib | u | table to owner | s of parent | Non- controlling interests |
Total equity |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares |
Capital surplus |
Retained | earnings | Total 498,372 - (140,165) - 320,777 284 321,061 - - - 679,268 - (163,489) 206,407 (952) 205,455 - - - 721,234 |
Other equity interest | Total equity attributable to owners of parent |
|||||||||||||||||
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on fiancial assets at fair value through other comprehensive income |
Others | Total | ||||||||||||||||||||
| Legal reserve |
Special reserve |
Unappropriated retained earnings |
|||||||||||||||||||||
| $ 467,217 - - - - - - (86) - - 467,131 - - - - - 873 - - $ 468,004 |
384,651 - - 93,058 - - |
47,234 27,702 - - - - |
28,767 - - - - - |
422,371 (27,702) (140,165) - 320,777 284 321,061 - - - 575,565 (32,106) (163,489) 206,407 (952) 205,455 - - - 585,425 |
(43,114) - - - - 19,807 19,807 - - - (23,307) - - - (9,731) (9,731) - - - (33,038) |
32,252 - - - - (23,030) (23,030) - - - 9,222 - - - 1,014 1,014 - - - 10,236 |
(15,069) - - - - - - 1,488 - 11,722 (1,859) - - - - - (11,895) 3,755 - (9,999) |
(25,931) - - - - (3,223) (3,223) 1,488 - 11,722 (15,944) - - - (8,717) (8,717) (11,895) 3,755 - (32,801) |
1,324,309 - (140,165) 93,058 320,777 (2,939) 317,838 - - 11,722 1,606,762 - (163,489) 206,407 (9,669) 196,738 - 21,682 666 1,662,359 |
51,538 - - - 2,812 748 3,560 - (55,098) - - - - (648) - (648) - 98 5,334 4,784 |
1,375,847 - (140,165) 93,058 323,589 (2,191) |
||||||||||||
| - | - | - | 321,398 | ||||||||||||||||||||
| - - - |
- - - |
- (55,098) 11,722 |
|||||||||||||||||||||
| 74,936 32,106 - - - |
28,767 - - - - |
1,606,762 - (163,489) 205,759 (9,669) |
|||||||||||||||||||||
| - | - | 196,090 | |||||||||||||||||||||
| - - - |
- - - |
- 21,780 6,000 |
|||||||||||||||||||||
| 107,042 | 28,767 | 1,667,143 |
- 18 -
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) AUDEN TECHNO CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(All amounts expressed in thousands of New Taiwan dollars)
| Cash flows from (used in) operating activities: Income before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit losses Net loss on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share-based payments Loss (gain) on disposal of property, plant and equipment Unrealized losses (gains)on foreign exchange Gain on disposal of subsidiaries Total adjustments to reconcile profit and loss Changes in operating assets and liabilities relating: Net changes in operating assets: Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Total net changes in operating assets Net changes in operating liabilities: Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liability 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 at fair value through other comprehensive income Disposal of subsidiaries (net of cash decreased) Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets increase in other financial assets Decrease (Increase) in other non-current assets Increase in prepayment for equipment Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term loans Proceeds from issuing bonds Payment of lease liabilities Cash dividends paid Change in non-controlling interests Net cash flows from (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 period Cash and cash equivalents at end of period |
2023 $ 269,134 49,690 5,891 857 80 12,739 (9,095) (2,447) 21,780 (1,228) 10,492 - 88,759 (25,132) (152,021) 12,440 38,914 (9,969) (418) (136,186) 13,669 (5,626) 83,172 (51,823) (65) 39,327 (96,859) (8,100) 261,034 9,095 2,447 (8,702) (93,057) 170,817 (1,000) 71,965 (270,635) 1,738 (7,309) (101,828) 2,525 (2,885) (307,429) 100,441 (50,441) - (10,342) (163,489) 6,000 (117,831) 10 (254,433) 1,411,209 $ 1,156,776 |
2022 401,997 74,021 4,768 1,793 1,560 10,103 (3,707) (1,904) 11,722 39 (248) (194,179) |
|---|---|---|
| (96,032) | ||
| 17,886 (95,393) 13,848 (9,709) 7,184 (1,906) |
||
| (68,090) | ||
| (7,081) (63,093) 80,366 114,396 (61) |
||
| 124,527 | ||
| 56,437 | ||
| (39,595) | ||
| 362,402 3,707 1,904 (6,231) (24,044) |
||
| 337,738 | ||
| (35,862) 294,462 (95,630) 51 (4,140) (70,988) (3,773) (7,308) |
||
| 76,812 | ||
| - - 479,105 (14,174) (140,165) - |
||
| 324,766 | ||
| 4,131 | ||
| 743,447 667,762 |
||
| 1,411,209 |
- 19 -
See accompanying notes to consolidated financial statements.
Attachment 4
AUDEN TECHNO CORP.
Comparison Table for Amendment to the Articles of Incorporation
| Amended Article | Original Article | Reasons for amendment |
|---|---|---|
| Article 2 The business items operated by the Company are as follows: 1~17 are omitted. 18 I103060 Management Consulting 19 I301010 Information Software Services 20 I301030 Electronic Information Supply Services 21 JE01010 Rental and Leasing 22 IZ99990 Other Industrial and Commercial Services 23 CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing 24 CC01100 Controlled Telecommunications Radio- Frequency Devices and Materials Manufacturing 25 CE01010 General Instrument Manufacturing 26 CE01990 Other Optics and Precision Instrument Manufacturing 27 CQ01010 Mold and Die Manufacturing 28 F106030 Wholesale of Molds 29 F107990 Wholesale of Other Chemical Products 30 F119010 Wholesale of Electronic Materials 31 E701010 Telecommunications Engineering 32 F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies 33 F113020 Wholesale of Electrical Appliances 34 F113050 Wholesale of Computers and Clerical Machinery Equipment 35 F207990 Retail Sale of Other Chemical Products 36 F213030 Retail Sale of Computers and Clerical Machinery Equipment 37 F399040 Retail Sale No Storefront 38 I501010 Product Designing 39 IF04010 Non-destructive Testing 40 IZ09010 Management System Certification 41 IZ13010 Internet Certificates Service 42 F108031 Wholesale of Medical Devices 43 F208031 Retail Sale of Medical Apparatus 44 CC01120 Data Storage Media Manufacturing and Duplicating 45 I301020 Data Processing Services 46 JZ99050 Agency Services 47 CD01010 Ships and Parts Manufacturing 48 CD01060 Aircraft and Parts Manufacturing 49 ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. |
Article 2 The business items operated by the Company are as follows: 1~17 are omitted. ~~18~~ ~~F401021~~ ~~Importing controlled telecommunication~~ ~~radio-frequency devices~~ ~~19~~ I103060 Management Consulting ~~20~~ I301010 Information Software Services ~~21~~ I301030 Electronic Information Supply Services ~~22~~ JE01010 Rental and Leasing ~~23~~ IZ99990 Other Industrial and Commercial Services ~~24~~ CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing ~~25~~ CC011~~0~~~~1~~ Controlled Telecommunications Radio- Frequency Devices and Materials Manufacturing ~~26~~ CE01010 General Instrument Manufacturing ~~27~~ CE01990 Other Optics and Precision Instrument Manufacturing ~~28~~ CQ01010 Mold and Die Manufacturing ~~29~~ F106030 Wholesale of Molds ~~30~~ F107990 Wholesale of Other Chemical Products ~~31~~ F119010 Wholesale of Electronic Materials ~~32~~ E701010 Telecommunications Engineering ~~33~~ F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies ~~34~~ F113020 Wholesale of Electrical Appliances ~~35~~ F113050 Wholesale of Computers and Clerical Machinery Equipment ~~36~~ F207990 Retail Sale of Other Chemical Products ~~37~~ F213030 Retail Sale of Computers and Clerical Machinery Equipment ~~38~~ F399040 Retail Sale No Storefront ~~39~~ I501010 Product Designing ~~40~~ IF04010 Non-destructive Testing ~~41~~ IZ09010 Management System Certification ~~42~~ IZ13010 Internet Certificates Service ~~43~~ F108031 Wholesale of Medical Devices ~~44~~ F208031 Retail Sale of Medical Apparatus ~~45~~ CC01120 Data Storage Media Manufacturing and Duplicating ~~46~~ I301020 Data Processing Services ~~47~~ JZ99050 Agency Services ~~48~~ ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. |
1. Original code F401021 is deactivated and included in the coverage of F401010, hence deleted. 2. The original code CC01101 has been revised in accordance with legal amendments to business operations, now coded as CC01100. 3. 18 to 49 of the business operations have been revised with new article numbers. 4. To meet actual operational needs, CD01010 and CD01060 have been newly added. |
| Article 6 The total capital amount of the Company is NT$1,000,000,000 only, and which is divided into 100,000,000 shares with a nominal value of NT$10 each, the unissued shares shall be authorized the Board to issue in batches. |
Article 6 The total capital amount of the Company is NT$~~6~~00,000,000 only, and which is divided into ~~6~~0,000,000 shares with a nominal value of NT$10 each, the unissued shares shall be authorized the Board to issue in batches. |
Adjust the total capital amount to accommodate actual operational needs. |
- 20 -
| Amended Article | Original Article | Reasons for amendment |
|---|---|---|
| The total amount of capital mentioned in the first item comprises NT $60,000,000 divided into 6,000,000 shares with a nominal value of NT$10 each, which is reserved for the issuance of employee warrants, corporate bonds with warrants and special shares with warrants, subject to the resolution of the Board of Directors. The subjects of transfer of Treasury shares purchased by the Company under the Company Act., the subjects of issuance of stock warrants, the subjects of issuance of new shares to purchase shares, and the subjects of issuance of new shares to restrict the rights of employees may include the employees of controlling or subordinate companies who meet certain conditions, such conditions and the manner of distribution shall be authorized by the Board of Directors to decide. |
The total amount of capital mentioned in the first item comprises NT $60,000,000 divided into 6,000,000 shares with a nominal value of NT$10 each, which is reserved for the issuance of employee warrants, corporate bonds with warrants and special shares with warrants, subject to the resolution of the Board of Directors. The subjects of transfer of Treasury shares purchased by the Company under the Company Act., the subjects of issuance of stock warrants, the subjects of issuance of new shares to purchase shares, and the subjects of issuance of new shares to restrict the rights of employees may include the employees of controlling or subordinate companies who meet certain conditions, such conditions and the manner of distribution shall be authorized by the Board of Directors to decide. |
|
| Article 22 This Articles of Incorporation was enacted on Feb. 5th,1990. The 1stamendment was made on Aug.15th, 1995. The 2ndamendment was made on Jan. 7th, 1998. The 3rdamendment was made on May 25th, 1999 The 4thamendment was made on Dec. 15th, 1999 The 5thamendment was made on Jan. 17th, 2000. The 6thamendment was made on Jun. 23rd,2000. The 7thamendment was made on Apr. 27th, 2001. The 8thamendment was made on Apr. 30th, 2002. The 9thamendment was made on Jun. 27th, 2003 The 10thamendment was made on Jun. 24th, 2004 The 11thamendment was made on Jun. 30th, 2005. The 12thamendment was made on Jun. 23rd, 2006. The 13thamendment was made on Jun. 29th, 2007. The 14thamendment was made on Jun. 27th, 2008. The 15thamendment was made on Jun. 26th, 2009. The 16thamendment was made on Jun. 27th, 2011. The 17hamendment was made on Jun. 28th, 2013. The 18thamendment was made on Jun. 26th, 2015. The 19thamendment was made on May 31st, 2016. The 20thamendment was made on Sep. 26th, 2017. The 21stamendment was made on May 31st, 2018. The 22ndamendment was made on May 30th, 2019. The 23rdamendment was made on Jun. 27th, 2022. The 24thamendment was made on Jun. 27th, 2023. The 24th amendment was made on Jun. 25th, 2024. |
Article 22 This Articles of Incorporation was enacted on Feb. 5th,1990. The 1stamendment was made on Aug.15th, 1995. The 2ndamendment was made on Jan. 7th, 1998. The 3rdamendment was made on May 25th, 1999 The 4thamendment was made on Dec. 15th, 1999 The 5thamendment was made on Jan. 17th, 2000. The 6thamendment was made on Jun. 23rd,2000. The 7thamendment was made on Apr. 27th, 2001. The 8thamendment was made on Apr. 30th, 2002. The 9thamendment was made on Jun. 27th, 2003 The 10thamendment was made on Jun. 24th, 2004 The 11thamendment was made on Jun. 30th, 2005. The 12thamendment was made on Jun. 23rd, 2006. The 13thamendment was made on Jun. 29th, 2007. The 14thamendment was made on Jun. 27th, 2008. The 15thamendment was made on Jun. 26th, 2009. The 16thamendment was made on Jun. 27th, 2011. The 17hamendment was made on Jun. 28th, 2013. The 18thamendment was made on Jun. 26th, 2015. The 19thamendment was made on May 31st, 2016. The 20thamendment was made on Sep. 26th, 2017. The 21stamendment was made on May 31st, 2018. The 22ndamendment was made on May 30th, 2019. The 23rdamendment was made on Jun. 27th, 2022. The 24thamendment was made on Jun. 27th, 2023. |
Adding amendment frequency and dates. |
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Appendix 1
AUDEN TECHNO CORP.
Rules of Procedure for Shareholders Meeting
| Appendix 1 AUDEN TECHNO CORP. Rules of Procedure for Shareholders Meeting |
||
|---|---|---|
| June 27th,2023 | ||
| Article | 1 | To establish a strong governance system and sound supervisory capabilities for this Corporation's |
| shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to | ||
| Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies. | ||
| Article | 2 | The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles |
| of incorporation, shall be as provided in these Rules. | ||
| Article | 3 | Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. |
| If the company holds a video conference of shareholders' meeting, it shall be stipulated by Articles of Incorporation and resolved by | ||
| the board of directors, except as otherwise provided by Regulations Governing the Administration of Shareholder Services of Public | ||
| Companies, and the video conference of shareholders shall be attended by more than two thirds of the directors of the board, among | ||
| which more than half of the directors present shall agree to the implementation. | ||
| Any change in the method of shareholders' meetings shall be decided by the Board of directors at the latest before the notice of | ||
| shareholders' meeting is sent | ||
| This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, | ||
| and the origins of and explanatory materials relating to all proposals, including proposals for | ||
| ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System | ||
| (MOPS) before 30 days before the date of a regular shareholders | ||
| meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall | ||
| prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and | ||
| upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before | ||
| 15 days before the date of the special shareholders meeting. However, if the company's paid-up capital at the end of the most recent | ||
| fiscal year is more than ten billion(NT$), or if the combined ratio of FDI or Chinese direct investment in the shareholders' book of the | ||
| most recent fiscal year is more than 30 percent, the electronic file shall be sent before the completion of the shareholders' regular | ||
| meeting 30 days before the meeting. In addition, before 15 days before the date | ||
| of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda | ||
| and supplemental meeting materials and made them available for review by shareholders at any time. | ||
| The meeting agenda and supplemental materials shall also be displayed at this Corporation and the | ||
| professional shareholder services agent | ||
| The Company shall provide the shareholders meeting agenda and supplemental meeting materials mentioned in the preceding | ||
| paragraph to the shareholders for reference on the day of the meeting in the following manner: | ||
| I. For physical shareholders meetings, to be distributed on-site at the meeting. | ||
| II. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform. | ||
| III. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. | ||
| The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent | ||
| of the addressee, the meeting notice may be given in electronic form. | ||
| Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, | ||
| application for the approval of ceasing its status as a public company, approval of competing with the | ||
| company by directors, surplus profit distributed in the form of new shares, reserve distributed in the | ||
| form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article | ||
| 185, paragraph 1, Matters specified in Article 26-1 and Article 43-6 of the Securities and Exchanges Act, and Article 56-1 and Article | ||
| 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential | ||
| contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by | ||
| an | ||
| extraordinary motion. | ||
| Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders | ||
| meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion | ||
| or otherwise in the same meeting. | ||
| A shareholder holding one percent or more of the total number of issued shares may submit to this corporation a written proposal for | ||
| discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal | ||
| containing more than one item will be included in the meeting agenda. Officially, a shareholder proposal for urging the corporation | ||
| to promote public interests or fulfill its social responsibilities, the Board of Directors still has to include the item in the meeting agenda. | ||
| In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put | ||
| forward by a shareholder, the board of directors may exclude it from the agenda. | ||
| A shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities shall comply with the | ||
| circumstances of 60 Article 172-1 of the Company Act, however, is limited to one only, and no proposal containing more than one | ||
| item will be included in the meeting agenda. Prior to the book closure date before a regular shareholders meeting is held, this | ||
| Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time | ||
| period for their submission; the period for submission of shareholder proposals may not be less than 10 days. |
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Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda. Article 4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting by video, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. Article 5 The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting. The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting. Article 6 This Corporation shall specify in its shareholders meeting notices the time during which shareholder, solicitor and their proxies (collectively, "shareholders") attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Registration for the video conference of the shareholders' meeting shall be accepted on the video conference platform 30 minutes prior to the beginning of the meeting. Shareholders who complete the registration shall be deemed to have attended the meeting in person. Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Corporation two days before the meeting date. In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1 To convene a virtual shareholders meeting, this corporation shall include the follow particulars in the shareholders meeting notice:
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I. Shareholder participation in video conference and method of exercising rights.
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II. Methods for dealing with obstacles to the video conference platform or participation in video conference due to natural disasters, incidents or other force majeure events, including at least the following:
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As a result of the occurrence of the foregoing obstacles, the time of the meeting shall be postponed or extended, and if so, the date on which the Meeting shall be postponed or extended.
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Shareholders who have registered to attend the original shareholders' meeting by video shall not participate in the postponement or extension of the meeting.
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If it is not possible to continue the video conference, the shareholders' meeting shall continue after deducting the number of shares present at the shareholders' meeting by video, if the total number of shares present reaches the statutory quota for the meeting. The number of shares attended by the shareholders who participate by video shall be counted into the total number of shares of the shareholders present, and all the motions of the shareholders' meeting shall be deemed as abstention.
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In the event that the outcome of all issues has been declared, but no provisional motion has been carried out, the manner of handling
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III. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. In addition to the circumstances stipulated in Item 6 of Article 44-9 of Regulations Governing the Administration of Shareholder Services of Public Companies, the company shall at least provide the shareholders with the connection equipment and necessary assistance, and specify the period which the shareholders can apply to the Company and other relevant matters needing attention.
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23 -
| Article | 7 | If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When |
|---|---|---|
| the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall | ||
| act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to | ||
| exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are | ||
| no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, | ||
| the managing directors or the directors shall select from among themselves one person to serve as chair. | ||
| When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director | ||
| shall be one who has held that position for six months or more and who understands the financial and business conditions of the | ||
| company. The same shall be true for a representative of a juristic person director that serves as chair. | ||
| It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and | ||
| at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. | ||
| If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party | ||
| shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. | ||
| This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders | ||
| meeting in a non-voting capacity | ||
| Article | 8 | This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video |
| recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. | ||
| The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit | ||
| pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. | ||
| Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, | ||
| questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without | ||
| interruption, the proceedings of the virtual meeting from beginning to end. | ||
| The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the | ||
| entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle | ||
| matters of the virtual meeting. | ||
| In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the | ||
| virtual meeting platform. | ||
| Article | 9 | Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be |
| calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose | ||
| voting rights are exercised by correspondence or electronically. | ||
| The chair shall call the meeting to order at the appointed meeting time, and announce the number of shares without voting rights, and | ||
| attending shares at the same time. However, when the attending shareholders do not represent a majority of the total number of issued | ||
| shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more | ||
| than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than | ||
| one third of the total number of issued shares, the chair shall declare the meeting adjourned;In the event of a virtual shareholders | ||
| meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform. | ||
| If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent | ||
| one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of | ||
| the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened | ||
| within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register | ||
| to this Corporation in accordance with Article 6. | ||
| When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the | ||
| chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act. | ||
| Article | 10 | If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall |
| be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in | ||
| the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the | ||
| shareholders meeting. | ||
| The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to | ||
| convene that is not the board of directors. | ||
| The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two | ||
| paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting | ||
| adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending | ||
| shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by | ||
| the attending shareholders, and then continue the meeting. | ||
| The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or | ||
| extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently | ||
| to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting. | ||
| Article | 11 | Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account |
| number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. | ||
| A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When | ||
| the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. | ||
| Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not | ||
| exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the | ||
| speech. |
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| When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the | ||
|---|---|---|
| consent of the chair and the shareholder that has the floor; the chair shall stop any violation. | ||
| When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the | ||
| representatives so appointed may speak on the same proposal. | ||
| After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. | ||
| 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 paragraphs | ||
| 1 to 5 do not apply. | ||
| As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope | ||
| of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform. | ||
| Article | 12 | Voting at a shareholders meeting shall be calculated based the number of shares. |
| With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be | ||
| calculated as part of the total number of issued shares. | ||
| When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would | ||
| prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for | ||
| any other shareholder. | ||
| The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of | ||
| the voting rights represented by attending shareholders. | ||
| With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one | ||
| person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed | ||
| three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in | ||
| excess of that percentage shall not be included in the calculation. | ||
| Article | 13 | A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting |
| shares under Article 179, paragraph 2 of the Company Act. | ||
| When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise | ||
| of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise | ||
| shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means | ||
| will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions | ||
| and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of | ||
| extraordinary motions and amendments to original proposals. | ||
| A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver | ||
| a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate | ||
| declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier | ||
| declaration of intent. | ||
| After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend | ||
| the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding | ||
| paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business | ||
| days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already | ||
| exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence | ||
| or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting | ||
| shall prevail. | ||
| Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall | ||
| require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each | ||
| proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending | ||
| shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for | ||
| each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. | ||
| When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with | ||
| the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals | ||
| will then be deemed rejected, and no further voting shall be required. | ||
| Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring | ||
| personnel shall be shareholders of this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted | ||
| in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, | ||
| including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. | ||
| When this Corporation 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. | ||
| In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and | ||
| results of votes and elections shall be announced immediately. |
When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
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| Article | 14 | The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment regulations |
|---|---|---|
| adopted by this company, and the voting results shall be announced on-site immediately, including the names of those elected as | ||
| directors and the numbers of votes with which they were elected, as well as the names of those unelected ones and the numbers of | ||
| votes they obtained. | ||
| The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and | ||
| kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the company Act, the | ||
| ballots shall be retained until the conclusion of the litigation. | ||
| Article | 15 | Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. |
| The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days | ||
| after the conclusion of the meeting. The meeting minutes may be | ||
| produced and distributed in electronic form | ||
| This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through | ||
| the MOPS. | ||
| The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by | ||
| which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), | ||
| and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained | ||
| for the duration of the existence of this Corporation. | ||
| 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. | ||
| When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this | ||
| Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual- | ||
| only shareholders meeting online | ||
| Article | 16 | On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of |
| shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented | ||
| by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the | ||
| place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting | ||
| materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the | ||
| end of the meeting. | ||
| During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at | ||
| the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented | ||
| at the meeting and a new tally of votes is released during the meeting. | ||
| If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under | ||
| Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such | ||
| resolution to the MOPS within the prescribed time period. | ||
| Article | 17 | Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. |
| The chair may direct the proctors or security personnel to help maintain order at the meeting place. | ||
| When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband | ||
| bearing the word "Proctor." | ||
| At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment | ||
| set up by this Corporation, the chair may prevent the shareholder from so doing. | ||
| When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed | ||
| calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting. | ||
| Article | 18 | When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the |
| chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be | ||
| resumed. | ||
| If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting | ||
| agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. | ||
| A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article | ||
| 182 of the Company Act. | ||
| Article | 19 | In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after |
| the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least | ||
| 15 minutes after the chair has announced the meeting adjourned. | ||
| Article | 20 | When the Company holds a video meeting of shareholders, the Chairman and the recorder shall be at the same place in the country |
| and the Chairman shall announce the address of such place at the time of the meeting. | ||
| Article | 21 | In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, |
| and provide relevant real-time services before and during the meeting to help resolve communication technical issues. | ||
| In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a | ||
| circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the | ||
| Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or | ||
| participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has | ||
| announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or | ||
| resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. |
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For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 22 When the Company holds a video meeting of shareholders, it shall provide appropriate alternatives for shareholders who have difficulty attending the meeting by video.
In addition to the circumstances stipulated in Item 6 of Article 44-9 of Regulations Governing the Administration of Shareholder Services of Public Companies, the company shall at least provide the shareholders with the connection equipment and necessary assistance, and specify the period which the shareholders can apply to the Company and other relevant matters needing attention.
Article 23 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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Appendix 2
AUDEN TECHNO CORP.
Articles of Incorporation (Pre-amendment)
| Appendix AUDEN TECHNO CORP. Articles of Incorporation (Pre-amendment) |
||||
|---|---|---|---|---|
| Article | 1 | The | Company is | constituted in accordance with the Company Act, and shall be |
| known as "AUDEN TECHNO CORP." | ||||
| Article | 2 | The | business items operated by the Company are as follows: | |
| 1. | CC01060 | Wired Communication Mechanical Equipment Manufacturing | ||
| 2. | CC01070 | Wireless Communication Mechanical Equipment Manufacturing | ||
| 3. | CC01080 | Electronics Components Manufacturing | ||
| 4. | CC01110 | Computer and Peripheral Equipment Manufacturing | ||
| 5. | C802990 | Other Chemical Products Manufacturing | ||
| 6. | F219010 | Retail Sale of Electronic Materials | ||
| 7. | F401010 | International Trade | ||
| 8. | F113030 | Wholesale of Precision Instruments | ||
| 9. | F399990 | Retail sale of Other Integrated | ||
| 10. | E605010 | Computer Equipment Installation | ||
| 11. | E701030 | Controlled Telecommunications Radio-Frequency Devices Installation Engineering | ||
| 12. | EZ05010 | Instrument and Meters Installation Engineering | ||
| 13. | F113070 | Wholesale of Telecommunication Apparatus | ||
| 14. | F118010 | Wholesale of Computer Software | ||
| 15. | F213040 | Retail Sale of Precision Instruments | ||
| 16. | F213060 | Retail Sale of Telecommunication Apparatus | ||
| 17. | F218010 | Retail Sale of Computer Software | ||
| 18. | F401021 | Importing controlled telecommunication radio-frequency devices | ||
| 19. | I103060 | Management Consulting | ||
| 20. | I301010 | Information Software Services | ||
| 21. | I301030 | Electronic Information Supply Services | ||
| 22. | JE01010 | Rental and Leasing | ||
| 23. | IZ99990 | Other Industrial and Commercial Services | ||
| 24. | CC01030 | Electrical Appliances and Audiovisual Electronic Products Manufacturing | ||
| 25. | CC01101 | Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing | ||
| 26. | CE01010 | General Instrument Manufacturing | ||
| 27. | CE01990 | Other Optics and Precision Instrument Manufacturing | ||
| 28. | CQ01010 | Mold and Die Manufacturing | ||
| 29. | F106030 | Wholesale of Molds | ||
| 30. | F107990 | Wholesale of Other Chemical Products | ||
| 31. | F119010 | Wholesale of Electronic Materials。 | ||
| 32. | E701010 | Telecommunications Engineering | ||
| 33. | F109070 | Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies | ||
| 34. | F113020 | Wholesale of Electrical Appliances | ||
| 35. | F113050 | Wholesale of Computers and Clerical Machinery Equipment。 | ||
| 36. | F207990 | Retail Sale of Other Chemical Products | ||
| 37. | F213030 | Retail Sale of Computers and Clerical Machinery Equipment | ||
| 38. | F399040 | Retail Sale No Storefront | ||
| 39. | I501010 | Product Designing | ||
| 40. | IF04010 | Non-destructive Testing | ||
| 41. | IZ09010 | Management System Certification | ||
| 42. | IZ13010 | Internet Certificates Service | ||
| 43. | F108031 | Wholesale of Medical Devices | ||
| 44. | F208031 | Retail Sale of Medical Apparatus。 | ||
| 45. | CC01120 | Data Storage Media Manufacturing and Duplicating | ||
| 46. | I301020 | Data Processing Services | ||
| 47. | JZ99050 | Agency Services | ||
| 48. | ZZ99999 | All business activities that are not prohibited or restricted by law, except those that are subject to special approval. |
Article 3 The Company's head office is established at Taoyuan City. Where necessary the Company may establish branches at appropriate domestic or overseas locations, subject to resolution by its Board of Directors.
Article 4 If the Company is a limited liability shareholder of other companies, the total amount of all its investments shall not exceed 40 percent of paid-in capital stock as stipulated in Article 13 of the Company Act.
-
Article 4-1 The company may issue financial endorsements or guarantees.for business purposes.
-
Article 5 (delete)
Article 6 The total capital amount of the Company is NT$600,000,000 only, and which is divided into 60,000,000 shares with a nominal value of NT$10 each, the unissued shares shall be authorized the Board to issue in batches.
The total amount of capital mentioned in the first item comprises NT $60,000,000 divided into 6,000,000 shares with a nominal value of NT$10 each, which is reserved for the issuance of employee warrants, corporate bonds with warrants and special shares with
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| warrants, subject to the resolution of the Board of Directors. The subjects of transfer of Treasury shares purchased by the Company | ||
|---|---|---|
| under the Company Act., the subjects of issuance of stock warrants, the subjects of issuance of new shares to purchase shares, and the | ||
| subjects of issuance of new shares to restrict the rights of employees may include the employees of controlling or subordinate | ||
| companies who meet certain conditions, such conditions and the manner of distribution shall be authorized by the Board of Directors | ||
| to decide. | ||
| Article | 6-1 | The stock instruments of Company shall follow the “Guidelines for Stock Operations for Public Companies” which is issued by the |
| authority | ||
| Article | 7 | The share certificates of the Company are registered, and shall be issued after being signed, stamped, and numbered by directors |
| representing the Company, as well as certified by the competent authority or the issuance registration authority granted the approval. | ||
| The Company are exempted from printing the share certificate after the public offering of shares. | ||
| The issued shares mentioned above shall contact securities central depository enterprise for registration. | ||
| Article | 8 | The transfer of shares under a new name shall not be altered within 30 days prior to the convening date of a regular shareholders' |
| meeting, or within 15 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date | ||
| fixed by the issuing company for distribution of dividends, bonus or other benefits. | ||
| Article | 9 | There are two types of shareholders' meeting: Regular meeting and Special meeting. The regular meeting shall be convened at least |
| once a year and shall be convened by the board of directors within six months after close of each fiscal year according to law, while | ||
| the special meeting shall be convened according to law when necessary. | ||
| Article | 9-1 | Meetings of the shareholders of the Company may be held by video conference or other means announced by the Ministry of |
| Economic Affairs. | ||
| Article | 10 | If a shareholder is unable to attend a shareholders' meeting for some reason, he may produce a power of attorney issued by the |
| company, specifying the scope of authorization to appoint an agent to attend the meeting, and his agency shall be handled in | ||
| accordance with Article 177 of the Company Act. | ||
| Article | 10-1 | If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When |
| the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, its agency shall be handled | ||
| in accordance with Item 3 of Article 208 of the Company Act.; The chairman shall be held by the convening authority other than the | ||
| Board of Directors. If there are more than two convening authority, one of them shall be elected from each other. | ||
| Article | 11 | Each shareholder of the Company shall have one vote per share, except in the case of non-voting shares as provided for in Article 179 |
| of the Company Act. | ||
| If the Company holds a shareholders' meeting during the stock listing period, it shall exercise its voting rights in written or electronic | ||
| form in accordance with the relevant laws and regulations. | ||
| Article | 12 | Unless otherwise provided for in the Company Act., the resolution of the shareholders' meeting shall be attended by more than half of |
| the total number of shares issued and approved by more than half of the voting rights of the shareholders present. | ||
| Article | 12-1 | (delete) |
| Article | 13 | The company has 5 to 9 directors. The tenure for such posts shall be 3 years. The system of nominating candidates shall be adopted. |
| The directors shall be elected by shareholders from the list of candidates and shall be re-elected. | ||
| The total number of registered shares held by all the directors of the Company shall be handled in accordance with the "Rules and | ||
| Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies " promulgated by the competent | ||
| authority. | ||
| Independent directors shall be appointed according to the number of directors described above, and not only shall at least three, but | ||
| also not less than one fifth of the total number of directors. The selection method shall adopt the candidate nomination system, and the | ||
| shareholders shall select them from the list of independent director candidates. The relevant professional qualifications, shareholding, | ||
| part-time job restrictions, nomination and selection methods of independent directors and other matters to be followed shall be | ||
| handled in accordance with the relevant provisions of the securities authority. | ||
| The independent and non-independent directors of the company shall be elected at the same time. The method of nomination and | ||
| selection shall be handled in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange | ||
| Act. In addidtion, the elected seats are counted separately. | ||
| Article | 13-1 | The remuneration of directors of the company shall authorizes to the Board of Directors according to the assessment of the |
| Compensation Committee of the Company and with reference to the usual standards of the industry. | ||
| Depending on the degree of operation participation and the value of contribution, the company may set reasonable remuneration of | ||
| independent directors different from that of ordinary directors. | ||
| The company may authorize the Board of Directors to purchase liability insurance for all the directors who are legally liable in respect | ||
| of the scope of business they perform during their term. | ||
| Article | 13-2 | The company has an audit committee and may set up other functional committees. |
| The audit Committee shall be composed of all independent directors, and its powers and matters to be followed shall be handled in | ||
| accordance with the provisions of the Company Act., the Securities and Exchange Act. and other relevant laws and regulations of the | ||
| company. | ||
| Article | 14 | The board of directors shall be organized by the directors, and shall be elected by two thirds of the directors and approved by more |
| than half of the directors. The chairman shall represent the Company. | ||
| Article | 15 | Unless otherwise provided for in the Company Act., the board of Directors shall be convened by the Chairman of the board of |
| Directors, and the chairman shall be the chairperson. If the chairman asks for leave or is unable to exercise his powers for some | ||
| reason, his proxy shall be handled in accordance with Paragraph 3 of Article 208 of the Company Act. | ||
| Article | 16 | In calling a meeting of the Board, a notice stated the reason for such meeting shall be given to each Director no later than 7 days prior |
| to the scheduled meeting date. In the case of an emergency, a meeting of the Board may be convened at any time. The | ||
| convening notice above may be made in writing, by e-mail, or by fax. |
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| The Directors who attend the board meeting via video conference shall be deemed to have attended the meeting in person. Unless | ||
|---|---|---|
| otherwise provided for in the Company Act., resolutions of the Board of directors shall be made with the consent of a majority of the | ||
| directors present. If a director is unable to attend the board of directors for some reason, he may entrust another director to attend the | ||
| board of directors on his behalf, but if a director attends the board of directors on his behalf, he shall only be entrusted by one of them. | ||
| Article | 17 | The Company shall appoint managers and the appointment, removal and remuneration shall be governed by Article 29 of the |
| Company Act. The Company has set up a compensation committee in accordance with the statutory provisions, which will | ||
| periodically evaluate the compensation of managers and submit it to the board of directors for agreement. | ||
| Article | 18 | The following tables shall be prepared by the Board of Directors at the end of each fiscal year and submitted to the Audit Committee |
| for examination and approval by the Board of Shareholders 30 days before the regular meeting of shareholders: | ||
| I. Business report | ||
| II. Financial statements | ||
| III. Surplus distribution or loss provision resolution. | ||
| Article | 19 | If the Company makes a profit in each year, it shall set aside not less than 2% for staff remuneration and not more than 2% for |
| directors remuneration. However, if the company has accumulated losses, it shall reserve the amount of compensation in advance and | ||
| then allocate the balance. | ||
| The remuneration of the employees referred to in the preceding paragraph shall be in stock or cash and shall be reported to the | ||
| shareholders' meeting by the Board of Directors with the presence of at least two thirds of the directors and the approval of a majority | ||
| of the directors. | ||
| The employee compensation mentioned in paragraph 1 shall be paid to employees of the Company and its controlling or affiliated | ||
| companies who meet certain conditions. The conditions and distribution of employee remuneration shall be decided by the Board of | ||
| Directors. | ||
| Article | 19-1 | In order to continuously expand the company's scale and increase profitability, and to meet the company's capital needs and long-term |
| financial planning, so as to achieve sustainable operation and stable development, the dividend policy is the residual dividend policy. | ||
| If the Company has a surplus in its annual final accounts, in addition to paying taxes and contributions in accordance with the law, it | ||
| shall first make up the losses of previous years and set aside statutory surplus reserve, set aside or reverse special surplus reserve in | ||
| accordance with the law, and then add the undistributed surplus at the beginning of the period to the surplus available for distribution, | ||
| and the board of directors shall reserve part of the fund according to the issuing rate of surplus in the past years and the operating | ||
| needs of the company in the future. If the board of directors proposes to distribute the remaining balance in the form of issuing new | ||
| shares, it shall be distributed after a resolution of the shareholders' meeting; If in cash, authorize the Board of Directors to distribute | ||
| by special resolution and report to the shareholders' meeting. | ||
| The Company may authorize the Board of Directors to distribute all or part of its statutory surplus and capital reserves in the form of | ||
| cash disbursement in accordance with paragraph 1 of Article 241 of the Company Act. by special resolution and report to the | ||
| shareholders' meeting. | ||
| The second dividend shall be distributed on the principle of not less than 15% of the available earnings. However, if the dividend per | ||
| share under the aforesaid method is less than NT$ 0.25, it may be proposed by the board of directors not to be distributed and it shall | ||
| be submitted to the shareholders' meeting for recognition. | ||
| Dividends to shareholders may be distributed in cash or stock, and the cash dividend shall not be less than ten percent of the total | ||
| dividend. | ||
| Article | 20 | (delete) |
| Article | 21 | Any matters that are not addressed in the Articles of Incorporation shall be governed by the Company Act and the relevant |
| regulations. | ||
| Article | 22 | This Articles of Incorporation was enacted on Feb. 5th,1990. |
| The 1st amendment was made on Aug.15th, 1995. | ||
| The 2nd amendment was made on Jan. 7th, 1998. | ||
| The 3rd amendment was made on May 25th, 1999 | ||
| The 4th amendment was made on Dec. 15th, 1999 | ||
| The 5th amendment was made on Jan. 17th, 2000. | ||
| The 6th amendment was made on Jun. 23rd,2000. | ||
| The 7th amendment was made on Apr. 27th, 2001. | ||
| The 8th amendment was made on Apr. 30th, 2002. | ||
| The 9th amendment was made on Jun. 27th, 2003 | ||
| The 10th amendment was made on Jun. 24th, 2004 | ||
| The 11th amendment was made on Jun. 30th, 2005. | ||
| The 12th amendment was made on Jun. 23rd, 2006. | ||
| The 13th amendment was made on Jun. 29th, 2007. | ||
| The 14th amendment was made on Jun. 27th, 2008. | ||
| The 15th amendment was made on Jun. 26th, 2009. | ||
| The 16th amendment was made on Jun. 27th, 2011. | ||
| The 17h amendment was made on Jun. 28th, 2013. | ||
| The 18th amendment was made on Jun. 26th, 2015. | ||
| The 19th amendment was made on May 31st, 2016. | ||
| The 20th amendment was made on Sep. 26th, 2017. | ||
| The 21st amendment was made on May 31st, 2018. | ||
| The 22nd amendment was made on May 30th, 2019. | ||
| The 23rd amendment was made on Jun. 27th, 2022. | ||
| The 24th amendment was made on Jun. 27th, 2023. |
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Appendix 3
Shareholdings of All Directors
-
According to Article 26 of the Securities and Exchange Act, all Directors as a whole shall retain no less than5,029,337 shares.
-
As of the first day of the book closure period (April 27th,2024) shares retained by directors as indicated on the shareholders’ register are as follows:
| Position | Name | Current Shareholding | Current Shareholding |
|---|---|---|---|
| Shares | Shareholding ratio (%) |
||
| Chairman | Auoke Investment Co., Ltd. Rep. Chang,Yu-Pin |
3,621,102 | 7.20 |
| Director | Auoke Investment Co., Ltd. Rep. Tang,Chia-Lun |
3,621,102 | 7.20 |
| Director | Auhong Investment Co., Ltd. Rep. Yeh,Ming-Tarng |
2,601,000 | 5.17 |
| Director | Auhong Investment Co., Ltd. Rep. Chang,Chih-Chuan |
2,601,000 | 5.17 |
| Director | Huang, Fu-Chang | 590 | 0.00 |
| Independent Director |
Chou, Chun-Hung | 0 | 0.00 |
| Independent Director |
Tsai, Yu-Ching | 0 | 0.00 |
| Independent Director |
Huang, Chih-Chen | 0 | 0.00 |
| Independent Director |
Chung, Char-Dir | 0 | 0.00 |
| Total | 6,222,692 | 12.37 |
Note 1 : As of the first day of the book closure period total number of shares : 50,293,363 shares
Note 2 : The Company has established an Audit Committee.
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