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AVC — AGM Information 2023
Aug 22, 2023
52251_rns_2023-08-22_a360d331-2735-444e-a3ff-b8e7a4ad44b0.pdf
AGM Information
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Stock Code: 3017
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ASIA VITAL COMPONENTS CO., LTD.
Annual Shareholders’ Meeting 2023 Meeting Handbook (Translation)
Time: June 15, 2023 (Thursday) at 9:00 a.m.
Place: 3F., No. 9, Wugong 6th Rd., Wugu Dist., New Taipei City, Taiwan (R.O.C.) (New Taipei City Labor Activity Center)
Table of Contents
Procedure for the 2023 ..................................................................................... 1 Annual Meeting of Shareholders ...................................................................... 1 Meeting Agenda ........................................................................................... 2 Report Items .................................................................................................... 3 Report No.1: 2022 Business Report............................................................... 3 Report No.2: Audit Committee’s review report of 2022 ................................ 3 Report No.3: Compensation Distribution For Employees and Directors of 2022 ........................................................................................ 3 Report No.4: To report the cash distributed from 2022 profits and capital surplus to shareholders. .......................................................... 3 Matters for Recognition ................................................................................... 4 Proposal: To approve 2022 Business Report and Financial Statements. ....... 4 Proposal: To approve the proposal for distribution of 2022 earnings. .......... 4 Extempore Motions ......................................................................................... 4 Appendix 1 2022 Business Report ..................................................................... 5 Appendix 2 Audit Committee’s Review Report ................................................. 8 Appendix 3 Financial Statement of 2022 ........................................................... 9 Appendix 4 Earnings Distribution Proposal 2022 .............................................26 Appendix 5 Shareholding of Directors ..............................................................27 Appendix 6 Articles of Incorporation ...............................................................28 Appendix 7 Rules of Procedure for Shareholders Meetings .............................34
ASIA VITAL COMPONENTS CO., LTD.
Procedure for the 2023 Annual Meeting of Shareholders
I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
IV. Matters for Recognition
- V. Extempore Motion
VI. Adjournment
1
ASIA VITAL COMPONENTS CO., LTD. Annual Shareholders’ Meeting 2023 Meeting Agenda
Shareholders meeting will be held by means of physical shareholders meeting.
Time: 9:00 a.m. on Thursday, June 15, 2023
Place: 3F., No. 9, Wugong 6th Rd., Wugu Dist., New Taipei City, Taiwan (R.O.C.) (New Taipei City Labor Activity Center) Meeting agenda :
I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
-
(1) Business Report of 2022
-
(2) Audit Committee’s Review Report of 2022
-
(3) Compensation Distribution For Employees and Directors of 2022
-
(4) To report the cash distributed from 2022 profits and capital surplus to shareholders.
IV. Matters for Recognition
(1) To approve 2022 Business Report and Financial Statements.
(2) To approve the proposal for distribution of 2022 earnings.
V. Extempore Motion
VI. Adjournment
2
Report Items
Report No.1: 2022 Business Report
Explanation: The 2022 Business Report is attached as Appendix 1 of the Meeting Handbook.
Report No.2: Audit Committee’s review report of 2022
-
Explanation: The Audit Committee’s review report is attached as Appendix 2 of the Meeting Handbook.
-
Report No.3: Compensation Distribution For Employees and Directors of 2022
-
Explanation: According to No.27 of Article of Incorporation, 2% or less of the remuneration should be allocated to directors and supervisors, amounting to NT$ 76,559,423 (1.5% of the yearly net profit); at least 3 % of the remuneration should be allocated for employees’ bonus, amounting to NT$ 178,638,654 (3.5% of the yearly net profit). All are distributed in cash.
-
Report No.4: To report the cash distributed from 2022 profits and capital surplus to shareholders.
-
Explanation: 1. The Board of Directors approved the Cash dividend for shareholders of the year is NT$1,596,961,910, and NT$4.52 dollar is distributed per share in accordance of the shareholding record on the Ex-Dividend Date.
-
The Company intends to appropriate NT$317,979,141 from the capital surplus from the issue of shares in excess of par value - issue premium to distribute cash of NT$0.9 per share is distributed in accordance of the shareholding record on the Ex-Dividend Date.
-
The total cash dividend this time is NT$1,914,941,051, and the total cash dividend per share is NT$5.42.
-
Cash dividend is allocated by NT 1 dollar as a unit. The fractional amount less than NT$ 1 will be set aside as AVC Employee Welfare Committee.
-
If, prior to the base date of the appropriation of earnings and capital surplus, there is a need to revise the dividend distribution ratio due to a change in the number of outstanding shares of the Company, the Chairman is authorized to adjust the ratio.
3
Matters for Recognition
No.1 (Proposed by the Board of Directors)
Proposal: To approve 2022 Business Report and Financial Statements. Explanation: 1. The 2022 Individual Financial Statements and Consolidated
-
Financial Statements have been completed and audited by accountant Chen, Cheng-Chu and Hung, Kuo Sen of Ernst & Young, Taiwan. The audited report is attached as Appendix 3 of the Meeting Handbook.
-
The above-mentioned financial statements, and the Business Report are attached as Appendix 1 of the Meeting Handbook. Those are to be resolved by Audit Committee and Board of Directors, and will be submitted to shareholders’ meeting for adoption.
-
Please resolve.
Resolution:
No. 2 (Proposed by the Board of Directors)
-
Proposal: To approve the proposal for distribution of 2022 earnings. Explanation: 1. The Distribution of 2022 Profits was compiled in accordance with Article of Incorporation. Please refer to Appendix 4 of the Meeting Handbook.
-
The Cash dividend for shareholders of the year is NT$1,596,961,910, and NT$4.52 dollar is distributed per share in accordance of the shareholding record on the Ex-Dividend Date.
-
Cash dividend is allocated by NT 1 dollar as a unit. The fractional amount less than NT$ 1 will be set aside as AVC Employee Welfare Committee.
-
If, prior to the base date of the appropriation of earnings and capital surplus, there is a need to revise the dividend distribution ratio due to a change in the number of outstanding shares of the Company, the Chairman is authorized to adjust the ratio.
-
Please resolve.
Resolution:
Extempore Motions
4
Appendix 1 2022 Business Report
ASIA VITAL COMPONENTS CO., LTD. 2022 Business Report
Asia Vital Components Co., Ltd. (hereinafter referred to as “AVC”) is a leading thermal and mechanical components company, with products covering thermal products, fans and chassis, etc. AVC is one of the few companies that can provide customers with total thermal solutions. AVC’s product applications cover consumer electronics, servers, communication and automotive industries. AVC has invested a lot of time and effort on environmental protection, social responsibility and corporate governance and has achieved stellar results. With the optimized product portfolio for servers, telecom and notebooks, AVC’s revenue in 2022 reached NT$56 billion, a YoY increase of NT$8.7 billion compared to the same period last year and both revenue and profitability continue to achieve record results. In line with the transformation of our customers, AVC has also invested in many automation machinery and equipment to improve the quality of the manufacturing process and increase production capacity, so that the efficiency of the Company’s entire transformation can be greatly improved.
Traditionally, companies prioritize the best interests of their shareholders above all else. Nowadays, apart from the pursuit of EPS, we have to invest more in ESG. We have to do our best in environmental sustainability and social responsibility so that the Company can develop sustainably. In fact, ESG is the pursuit of the truth, goodness and beauty of life, the truth of sound corporate governance, the goodness of society and the beauty of the environment. This is not a big slogan, we need to start from the small things in our daily life, including turning off lights to reduce electricity usage and reducing the use of plastic bags. In 2023, AVC will make every effort to intensify our ESG efforts; in addition to encouraging our colleagues to start from themselves, the Company will also vigorously promote the reduction of carbon emissions in order to achieve the goal of carbon neutrality, to move forward to a hundred-year enterprise and to thoroughly carry out sustainable management so that the next generation can enjoy a better living environment.
I. Operation result of the Company in 2022
1. Operating revenue and net income
Unit: thousand NT dollars
| Increased | ||||
|---|---|---|---|---|
| Item | 2022 | 2021 | Variation ratio | |
| (Decreased)amount | ||||
| Operating revenue |
56,016,554 | 47,332,739 | 8,683,815 | 18.35% |
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| Item | Increased | |||
|---|---|---|---|---|
| 2022 | 2021 | Variation ratio | ||
| (Decreased)amount | ||||
| Gross profit | 10,849,617 | 8,385,681 | 2,463,936 | 29.38% |
| Net income | 4,162,261 | 2,900,627 | 1,261,634 | 43.50% |
| Earnings per share(dollar) |
11.78 | 8.21 | 3.57 | 43.48% |
-
2.Execution of budget plan
:Not applicable. (the Company didn’t prepare financial forecast of 2022.) -
Profitability.
| 2.Execution of budget p forecast of 2022.) 3. Profitability. |
lan:Not applicable. (the Company didn’t prepare financial |
lan:Not applicable. (the Company didn’t prepare financial |
|---|---|---|
| Unit: thousand NT dollars | ||
| Item | 2022 | 2021 |
| Return on Asset (%) | 7.87% | 6.49% |
| Return on Equity (%) | 29.83% | 25.23% |
| Net Profit (%) | 7.43% | 6.13% |
4. Research and Development
The consolidated expenses on research and development of the Company in 2022 and 2021 are amounted to be 2.88 billion NT dollars and 2.36 billion NT dollars respectively, taking up 5.15% and 5% of the consolidated operating revenue.
Through the application of various products and thermal technologies and strong thermal simulation and analysis capabilities, we are able to provide total thermal solutions for servers, computers, telecommunications equipment, energy, automotive, transportation and other industrial thermal applications and we are constantly investing in research and development of new technologies to meet our customers’ future thermal needs.
II. Business plan of 2023
-
1.Guideline of management: the Company aims to become “the leader of thermal industry and mechanical products,” actively developing new techniques in thermal solutions and enhancing productivity in the plants. It will continue to assist its clients and create long-term value.
-
2.Forecast in sales number and the reference:
-
The Company has a balanced development in all areas of thermal dissipation and expects that the growth of the global server and communications and server industries will lead to growth in shipments and revenue.
-
3.Important policies in production and marketing:
-
(1)Marketing strategies: the Company would cater to clients’ needs and catch up with the trend on the market, sustaining the relationship with existing customers and enhancing the exploration of market and customer service.
-
(2)Research strategies: the Company devotes itself in development of essential techniques in heat dissipation and recruiting qualified talents in the professional field to level up the design, quality, and efficiency of the products.
-
(3)Production strategies: the Company makes use of the most of the resources in each of its plants and equips the plants with automatic
6
production facilities to enhance the quality and productivity as well as gain competitiveness in delivery, quality, and cost.
- III. Future Development of the company:
The corporate values of Asia Vital Components Co., Ltd. (AVC) are “being supportive to the client, being faithful and responsible, being enthusiastic and perseverant, being open-minded and innovative, and being cooperative with the team.” The Company aligns itself with the trend of the industry and fulfills the requirements in techniques and costs of the clients, leading itself to the strategic development and a win-win situation.
-
IV. Impact of the external competition, legal regulations, and the overall environment of the operation:
-
The global economy is expected to face greater challenges in 2023, with the U.S.-China trade war, geopolitical risks, interest rate hikes to curb inflation, climate change and other factors, the global economic growth rate is expected to be lower than last year. The International Monetary Fund (IMF) predicted in October 2022 that the economic growth rate for 2023 will be 2.7%, and the Organization for Economic Cooperation and Development (OECD) predicted in November 2022 that the growth rate for 2023 will be significantly revised downward to 2.2%.
-
With the increasing power consumption of server processors, the Company has been actively developing air and liquid thermal cooling solutions to achieve a more energy-efficient way to dissipate heat in order to realize the Company’s substantial contribution to net-zero carbon emissions. In 2022, the Company will develop multi-platform high power cooling solutions and continue to increase its rate of market penetration. In 2023, the Company will continue to invest more in R&D technology to consolidate its leading market position.
Chairperson: Shen, Ching Hang
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Appendix 2 Audit Committee’s Review Report
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and earning distribution proposal. The CPA firm of Ernst & Young was retained to audit AVC’s Financial Statements and has issued and audited report relating to the Financial Statements. The Business report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Asia Vital Components Co., Ltd. According to relevant requirements of the Securities and Exchange Act the Company Law, we hereby submit this report.
Asia Vital Components Co., Ltd.
Chairman of the Audit Committee:
Sir Cho, I Lang
March 13, 2023
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Appendix 3 Financial Statement of 2022
Independent Auditors’ Report
To ASIA VITAL COMPONENTS CO., LTD
Opinion
We have audited the accompanying consolidated balance sheets of ASIA VITAL COMPONENTS CO., LTD and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2022 and 2021, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and its consolidated financial performance and cash flows for the years ended December 31, 2022 and 2021, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were most significant in our audit of 2022 consolidated financial statements. 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.
1. Cutoff of warehouse sales revenue
The Group’s sales revenue mainly arises from warehouse sales revenue, which is recognised when customers take delivery merchandised from warehouse (when control of the product is transferred). The supporting documents of revenue recognition include reports or other
9
information provided by warehouse custodians and inventory movement records of warehouse. The Group has several warehouses around the world and each warehouse has its own custodian. Further, the frequency and contents of statements provided by custodians are different and involves manual processes which may cause improper revenue recognition. As there are numerous daily sales transactions from the distribution warehouse and the transaction amounts before and after the balance sheet date are significant to the consolidated financial statements, we consider the cutoff of sales revenue from distribution warehouse a key audit matter.
Our audit procedure including but not limited to timing of revenue recognition based on trade terms to ensure the appropriateness of sales revenue recognition. Assessed and checked the appropriateness of cutoff of sales revenue around the balance sheet date, and verified the statements provided by the warehouse custodian. Confirmed the inventory quantities with warehouse custodian and agreed the results to accounting records. In addition, inspected the reason for the difference between the confirmation replies and accounting records and tested the reconciling items made by the Group in order to confirm whether the significant differences have been adjusted.
Please refer to Note 4 and 6 of consolidated financial statements for the revenue recognised disclosion.
-
Valuation for inventories
-
As of December 31, 2022, the Company’s net inventories amounted to NT$17,359,772 thousand, constituting 29% of consolidated total assets which is significant for the financial statements. The allowance for reduction of obsolete inventory due to the uncertainty caused by the rapid change of product technology, is closely related to the management’s judgement. Therefore, we considered this a key audit matter.
Our audit procedures included, but are not limited to, testing the effectiveness of the internal controls around inventories, including inventory cost carried down; evaluating the inventory status, evaluating management’s stock-taking plan, selecting the ideal warehouse site and performing the physical count to identify the number and status of inventory, testing the accuracy of inventory aging, and analyzing the variation of inventory aging and considering the anticipated demand and market value, evaluating the analysis of obsolete inventory of management, including the possibility of inventory realization and the evaluation of net realizable value, and testing the appropriateness of withdrawing inventory value from the allowance amount of inventory realization.
- Please refer to Note 5 and 6 of the consolidated financial statements for the appropriateness of inventory disclosion.
Other Matter – Making Reference to the Audits of Component Auditors
Certain subsidiaries included in the consolidated financial statements were audited by other independent accountants. These subsidiaries’ total assets amounted to NT$430,537 thousand and NT$486,010 thousand, which accounted for 0.71% and 0. 96% of the total consolidated assets as of December 31, 2022 and 2021, respectively. The net sales of these subsidiaries amounted to NT$1,393,219 thousand and NT$726,593 thousand, which accounted for 2.49% and 1.54% of the consolidated net sales for the years ended December 31, 2022 and 2021, respectively. Certain investments, which were accounted for under the equity method based on the financial statements of the investees, were audited by other independent accountants. Our audit, insofar as it relates to the investments accounted for under the equity method balances of NT$204,880 thousand and NT$178,256 thousand, which accounted for 0.34% and 0.35% of the total consolidated assets as of
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December 31, 2022 and 2021, respectively, and the related shares of investment income from the associates amounted to NT$29,812 thousand and NT$7,922 thousand, which accounted for 0.46% and 0.17% of the consolidated income from continuing operations before income tax for the years ended December 31, 2022 and 2021, respectively, and the related shares of other comprehensive income from the associated amounted to (NT$7,396) thousand and NT$1,821 thousand, which accounted for (2.06%) and (2.04%) of the consolidated total comprehensive income, for the years ended December 31, 2022 and 2021, respectively, is based solely on the reports of other independent accountants.
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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretation Committee as endorsed and 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 ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.
Auditor’s 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 auditor’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and we 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
11
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or an override of internal controls.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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 2022 consolidated financial statements 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.
We have audited and expressed an unqualified opinion on only the parent company’s financial statements of the Company as of and for the years ended December 31, 2022 and 2021, respectively.
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Ernst & Young, Taiwan Republic of China March 13, 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally accepted and applied in the Republic of China.
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English translation of Consolidated Financial Statements Originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED BALANCE SHEETS December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollars)
| Assets | Notes | December 31, 2022 | December 31, 2022 | December 31, 2021 | December 31, 2021 | Liabilities and Equity | Notes | December 31, 2022 | December 31, 2022 | December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % |
Amount | % |
Amount | % |
Amount | % |
||||
| Current assets Cash and cash equivalents Financial assets measured at amortized costs, current Notes receivable, net Accounts receivable, net Other receivables Other receivables-related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income, noncurrent Financial assets at amortized cost-noncurrent Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Investment property Intangible assets Deferred tax assets Other non-current assets Net defined benefit assets, noncurrent Total non-current assets Total assets |
6(1) 6(2), 8 4,6(3) 4,6(4) 6(4).(5) 6(5) 6(6) 6(7) 4,6(8) 6(2),8 6(9) 4, 6(10), 8 4, 6(25) 4, 6(11), 8 6(12) 4, 6(29) 6(13), 8 4, 6(21) |
$20,048,964 1,591,337 737,514 3,992,020 342,920 8,895 17,359,772 707,461 697,119 |
33 3 1 6 1 0 29 1 1 |
$12,914,811 756,041 743,190 5,526,335 483,194 9,189 15,617,990 1,572,844 1,007,602 |
25 2 1 11 1 0 31 3 2 |
Current liabilities Short-term loans Short-term notes payable Contract liabilities, current Notes payable Accounts payable Other payables Current tax liabilities Lease liabilities, current Other current liabilities Current portion of long-term loans Total current liabilities Non-current liabilities Corporate bonds payable Long-term loans Deferred tax liabilities Lease liabilities-Non current Long-term deferred revenue Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other components of equity Total equity attributable to the parent company Non-controlling interests Total equity Total liabilities and equity |
6(14) 6(15) 6(24) 6(16) 4, 6(29) 4, 6(25) 6(17) 6(19) 6(18) 6(19) 4, 6(29) 4, 6(25) 6(20) 6(22) 6(22) 6(22) 6(22) |
$6,294,019 - 5,439 2,898,825 11,183,322 4,828,690 1,334,677 237,049 4,421,873 1,675,864 |
10 - 0 5 19 8 2 0 7 3 |
$3,837,377 250,000 2,518 2,894,471 13,484,278 3,736,867 935,439 205,360 1,688,802 940,733 |
8 0 0 6 27 7 2 0 3 2 |
| 45,486,002 | 75 | 38,631,196 | 76 | ||||||||
| 137,638 30,645 255,698 9,694,096 1,874,586 99,867 134,102 1,253,720 1,485,778 21,816 |
0 0 1 16 3 0 0 2 3 0 |
117,923-224,346 7,711,134 1,852,935 102,496 150,773 878,884 1,193,773 1,647 |
0-1 15 4 0 0 2 2 0 |
32,879,758 | 54 | 27,975,845 | 55 | ||||
| 2,400,000 4,189,443 1,837,012 1,026,275 705,691 12,685 |
4 7 3 2 1 0 |
2,400,000 2,997,978 1,481,991 1,192,271 722,619 9,477 |
5 6 3 2 1 0 |
||||||||
| 10,171,106 | 17 | 8,804,336 | 17 | ||||||||
| 43,050,864 | 71 | 36,780,181 | 72 | ||||||||
| 14,987,946 | 25 | 12,233,911 | 24 | 3,533,101 1,006,639 1,351,070 1,445,059 9,280,252 |
6 2 2 2 16 |
3,533,101 1,260,103 1,057,847 1,326,487 6,680,820 |
7 3 2 3 13 |
||||
| 12,076,381 | 20 | 9,065,154 | 18 | ||||||||
| (1,119,685) | (2) | (1,445,059) | (3) | ||||||||
| 15,496,436 1,926,648 |
26 3 |
12,413,299 1,671,627 |
25 3 |
||||||||
| 17,423,084 | 29 | 14,084,926 | 28 | ||||||||
| $60,473,948 | 100 | $50,865,107 | 100 | $60,473,948 | 100 | $50,865,107 | 100 | ||||
(The accompanying notes are an integral part of the consolidated financial statements.)
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English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2022 and 2021
(Expressed in thousands of New Taiwan Dollars, except for earnings par share)
| Items | Notes | 2022 | 2021 | 2021 | |
|---|---|---|---|---|---|
| Amount | % |
Amount | % |
||
| Operating Revenue Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit impairment (losses) gains Subtotal Operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates Subtotal Income before income tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit pension plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations Share of other comprehensive income (loss) of associates Income tax related to items that may be reclassified subsequently Total other comprehensive loss, net of tax Total comprehensive income Net income attributable to: Stockholders of the parent Non-controlling interests Comprehensive income (loss) attributable to: Common Stockholders of the parent Non-controlling interests Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted |
4,6(24) 6(25).(26), 7 6(25).(26) 6(27) 6(27) 6(27) 6(27) 4,6(9) 6(29) 6(28) 4, 6(30) |
$56,016,554 (45,166,937) |
100 (81) |
$47,332,739 (38,947,058) |
100 (82) |
| 10,849,617 | 19 | 8,385,681 | 18 | ||
| (880,457) (756,575) (2,884,592) (22,274) |
(2) (1) (5) (0) |
(631,902) (553,628) (2,364,731) (8,371) |
(2) (1) (5) (0) |
||
| (4,543,898) | (8) | (3,558,632) | (8) | ||
| 6,305,719 | 11 | 4,827,049 | 10 | ||
| 88,080 688,112 (359,502) (272,269) 38,610 |
0 1 (1) (0) 0 |
26,391 339,975 (296,070) (146,049) 16,751 |
0 1 (1) (0) 0 |
||
| 183,031 | - | (59,002) | (0) | ||
| 6,488,750 (1,870,961) |
11 (3) |
4,768,047 (1,438,153) |
10 (3) |
||
| 4,617,789 | 8 | 3,329,894 | 7 | ||
| 18,612 1,178 (3,722) 437,310 (7,416) (86,528) |
0 0 (0) 1 (0) (0) |
5,348 32,638 (1,069) (143,739) 2,210 15,417 |
0 0 (0) (0) 0 0 |
||
| 359,434 | 1 | (89,195) | (0) | ||
| $4,977,223 | 9 | $3,240,699 | 7 | ||
| $4,162,261 455,528 |
7 1 |
$2,900,627 429,267 |
6 1 |
||
| $4,617,789 | 8 | $3,329,894 | 7 | ||
| $4,502,525 474,698 |
8 1 |
$2,813,655 427,044 |
6 1 |
||
| $4,977,223 | 9 | $3,240,699 | 7 | ||
| $11.78 | $8.21 | ||||
| $11.73 | $8.18 | ||||
(The accompanying notes are an integral part of the consolidated financial statements.)
15
English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO. , LTD
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2022 and 2021
(Expressed in thousands of New Taiwan Dollars)
| Items | Equity Attributable | to the Parent Compan | y | Non-Controlling Interests |
Total Equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Additional Paid-in Capital |
Retained Earnings | Other Comp | onents of Equity | Total | |||||
| Common Stock | Legal Reserve | Special Reserve | Unappropriated Earnings |
Exchange Differences on Translation of Foreign Operations |
Unrealized Gains (Losses) From Equity Instruments Investments Measured At Fair Value Through Other Comprehensive Income |
|||||
| Balance as of January 1, 2021 Appropriation and distribution of 2020 retained earnings Legal reserve Cash dividends Special reserve Cash dividends distributed from capital surplus Net income for the year ended December 31, 2021 Other comprehensive income (loss), net of tax for the year ended December 31, 2021 Total comprehensive income (loss) Increase in non-controlling interests Difference between the actual acquisition or disposal price and carrying amounts of subsidiaries Disposal of equity investments at fair value through other comprehensive income Balance as of December 31, 2021 Balance as of January 1, 2022 Appropriation and distribution of 2021 retained earnings Legal reserve Cash dividends Special reserve reversed Donation from shareholders Cash dividends distributed from capital surplus Net income for the year ended December 31, 2022 Other comprehensive income (loss), net of tax for the year ended December 31, 2022 Total comprehensive income (loss) Share-based payment transaction Increase in non-controlling interests Balance as of December 31, 2022 |
$3,533,101 - $3,533,101 $3,533,101 - $3,533,101 |
$1,601,099 (353,310) |
$865,492 192,355 |
$1,402,573 (76,086) |
$4,500,820 (192,355) (635,958) 76,086 2,900,627 4,279 |
($997,070) (123,889) |
($329,417) 32,638 |
$10,576,598 - (635,958) - (353,310) 2,900,627 (86,972) |
$711,740 429,267 (2,223) |
$11,288,338 - (635,958) - (353,310) 3,329,894 (89,195) |
| - | - | - | 2,904,906 | (123,889) | 32,638 | 2,813,655 | 427,044 | 3,240,699 | ||
| 12,314 | 27,321 | (27,321) | - 12,314 - |
545,157 (12,314) - |
545,157 - - |
|||||
| $1,260,103 | $1,057,847 | $1,326,487 | $6,680,820 | ($1,120,959) | ($324,100) | $12,413,299 | $1,671,627 | $14,084,926 | ||
| $1,260,103 238 (353,310) |
$1,057,847 293,223 |
$1,326,487 118,572 |
$6,680,820 (293,223) (1,165,924) (118,572) 4,162,261 14,890 |
($1,120,959) 324,196 |
($324,100) 1,178 |
$12,413,299 - (1,165,924) - 238 (353,310) 4,162,261 340,264 |
$1,671,627 455,528 19,170 |
$14,084,926 - (1,165,924) - 238 (353,310) 4,617,789 359,434 |
||
| - | - | - | 4,177,151 | 324,196 | 1,178 | 4,502,525 | 474,698 | 4,977,223 | ||
| 99,608 | 99,608 - |
(219,677) | 99,608 (219,677) |
|||||||
| $1,006,639 | $1,351,070 | $1,445,059 | $9,280,252 | ($796,763) | ($322,922) | $15,496,436 | $1,926,648 | $17,423,084 | ||
(The accompanying notes are an integral part of the consolidated financial statements.)
16
English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollars)
| English translation of Consolidated Financial Statements originally issued ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollars) |
in Chinese | |
|---|---|---|
| Items | 2022 | 2021 |
| Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expanse adjustments : Depreciation Amortization Amortization of royalty Expected credit losses Interest expense Interest income Compensation costs of share-based payment transaction Share of (profit) of associates Loss on disposal of property, plant and equipment Loss (Gain) on disposal of investments Impairment loss on non-financial assets Others Changes in operating assets and liabilities: Notes receivable Accounts receivable Other receivables Other receivables-related parties Inventories Prepayments Other current assets Other operation assets Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash provided by operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets measured at amortized costs Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) in refundable deposits Acquisition of intangible assets (Increase) in other noncurrent assets-others Decrease (Increase) in other prepayments Dividends received Net cash (used) in investing activities Cash flows from financing activities: Increase in short-term loans (Decrease) in short-term loans (Decrease) increase in short-term notes payable Proceeds from long-term loans Repayments of long-term loans Increase in guarantee deposits Repayment of lease liabilites Cash dividends Change in non-controlling interests Net cash provided by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
$6,488,750 1,660,272 54,791 876 22,274 272,269 (88,080) 99,608 (38,610) 285,829 27,580 78,675 846,798 7,190 1,697,274 (45,480) 294 (2,632,123) 865,383 310,483 (835,296) 2,921 4,354 (2,300,956) 1,064,052 2,733,071 (1,557) 10,580,642 85,645 (244,498) (1,581,788) 8,840,001 ($14,810) - (27,609) (8,786) 8,879 (3,666,138) 30,003 (13,628) (38,620) (193,300) (670,688) 391,504 9,540 (4,193,653) 23,937,751 (21,577,694) (250,000) 6,691,860 (4,765,263) 3,208 (219,395) (1,519,234) (219,677) 2,081,556 406,249 7,134,153 12,914,811 $20,048,964 |
$4,768,047 1,517,008 58,650 876 8,371 146,049 (26,391) 4,053 (16,751) 124,786 (1,599) 103,124 594,199 (193,113) (546,846) 69,298 6,623 (4,696,091) (1,259,731) (117,788) (177,755) (77,780) 431,445 2,170,771 822,123 30,507 (1,532) 3,740,553 26,406 (146,043) (779,657) 2,841,259 ($17,726) 32,907 - (250,296) 251,509 - (1,566,757) 26,791 (14,082) (61,170) (198,182) (370,132) 7,595 (2,159,543) 11,722,034 (10,332,873) 250,000 2,863,600 (2,709,507) 100 (186,393) (989,268) 541,104 1,158,797 (33,718) 1,806,795 11,108,016 $12,914,811 |
(The accompanying notes are an integral part of the consolidated financial statements.)
17
Independent Auditors’ Report
To ASIA VITAL COMPONENTS CO., LTD
Opinion
We have audited the accompanying parent company only balance sheets of ASIA VITAL COMPONENTS CO., LTD (the “Company”) as of December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2022 and 2021, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and cash flows for the years ended December 31, 2022 and 2021, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company only 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were most significant in our audit of 2022 parent company only financial statements. 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.
- Cutoff of warehouse sales revenue The Company’s sales revenue mainly arises from warehouse sales revenue, which is recognized when customers take delivery merchandised from warehouse (when control of the product is transferred). The supporting documents of revenue recognition include reports or other information provided by warehouse custodians and inventory movement records of warehouse.
The Company has several warehouses around the world and each warehouse has its own custodian. Further, the frequency and contents of statements provided by custodians are different and involves manual processes which may cause improper revenue recognition. As there are numerous daily sales transactions from the distribution warehouse and the transaction amounts before and after the balance sheet date are significant to the parent company financial statements, we consider the cutoff of sales revenue from distribution warehouse a key audit matter.
Our audit procedure including but not limited to timing of revenue recognition based on trade terms to ensure the appropriateness of sales revenue recognition. Assessed and checked the appropriateness of cutoff of sales revenue around the balance sheet date, and verified the
18
statements provided by the warehouse custodian. Confirmed the inventory quantities with warehouse custodian and agreed the results to accounting records. In addition, inspected the reason for the difference between the confirmation replies and accounting records and tested the reconciling items made by the Company in order to confirm whether the significant differences have been adjusted.
Please refer to Note 4 and 6 of parent company only financial statements for the revenue recognised disclosion.
2. Valuation for inventories
As of December 31, 2022, the Company’s net inventories amounted to NT$ 11,712,371 thousand, constituting 27% of parent company total assets which is significant for the financial statements. The allowance for reduction of obsolete inventory due to the uncertainty caused by the rapid change of product technology, is closely related to the management’s judgement. Therefore, we considered this a key audit matter.
Our audit procedures included, but are not limited to, testing the effectiveness of the internal controls around inventories, including inventory cost carried down; evaluating the inventory status, evaluating management’s stock-taking plan, selecting the ideal warehouse site and performing the physical count to identify the number and status of inventory, testing the accuracy of inventory aging, and analyzing the variation of inventory aging and considering the anticipated demand and market value, evaluating the analysis of obsolete inventory of management, including the possibility of inventory realization and the evaluation of net realizable value, and testing the appropriateness of withdrawing inventory value from the allowance amount of inventory realization.
Please refer to Note 5 and 6 of parent company only financial statements for the appropriateness of inventory disclosion.
Other Matter – Making Reference to the Audits of Component Auditors
We did not audit the financial statements of certain subsidiaries and associates accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of other auditors. These subsidiaries and associates under equity method amounted to NT$439,661 thousand and NT$340,525 thousand, representing 1.02% and 1.01% of total assets as of December 31, 2022 and 2021, respectively. The related shares of profits (loss) from the subsidiaries and associates under the equity method amounted to NT$86,341 thousand and NT$50,955 thousand, representing 1.78% and 1.44% of the income before tax for the years ended December 31, 2022 and 2021, respectively, and the related shares of other comprehensive income (loss) from the subsidiaries and associates under the equity method amounted to (NT$20) thousand and NT$389 thousand, representing (0.01%) and (0.45%) of the comprehensive income (loss) for the years ended December 31, 2022 and 2021, respectively.
Responsibilities of Management and Those Charged with Governance for 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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretation Committee as endorsed and 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
19
assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.
Auditor’s 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 auditor’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, and we 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 an override of internal controls.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. 5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only 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
20
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 2022 parent company only financial statements 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.
Ernst & Young, Taiwan Republic of China March 13, 2023
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
21
English translation of Parent Company Only Financial Statements Originally issued in Chinese
ASIA VITAL COMPONENTS CO., LTD PARENT COMPANY ONLY BALANCE SHEETS December 31, 2022 and 2021
(Expressed in thousands of New Taiwan Dollars)
| Assets | Notes | December 31, 2022 | December 31, 2022 | December 31, 2021 | December 31, 2021 | Liabilities and Equity | Notes | December 31, 2022 | December 31, 2022 | December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % |
Amount | % |
Amount | % |
Amount | % |
||||
| Current assets Cash and cash equivalents Financial assets measured at amortized costs, current Notes receivable, net Accounts receivable, net Accounts receivable-related parties, net Other receivables Other receivables-related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income, noncurrent Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment property,net Intangible assets Deferred tax assets Other non-current assets Net defined benefit assets, noncurrent Total non-current assets Total assets |
6(1) 6(2), 8 4, 6(3) 4, 6(4) 4, 6(4), 7 6(4).(5) 6(5) 6(6) 6(7) 4,6(8) 4, 6(9), 8 4, 6(22) 4, 6(10), 8 4, 6(11) 4, 6(26) 6(12), 8 4, 6(18) |
$8,049,726 1,246,834 1,192 1,240,056 126,935 246,961 53,534 11,712,371 20,972 4,796 |
19 3 0 3 0 1 0 27 0 0 |
$4,766,941 419,408 -2,432,101 95,162 365,887 583,449 7,427,232 61,780 7,481 |
14 2 -7 0 1 2 22 0 0 |
Current liabilities Short-term loans Short-term notes and bills payable Notes payable Accounts payable Accounts payable-related parties, net Other payables Other payables-related parties, net Current tax liabilities Lease liabilities-Current Other current liabilities Current portion of long-term loans Total current liabilities Non-current liabilities Corporate bonds payable Long-term loans Deferred tax liabilities Lease liabilities-Non current Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other components of equity Total equity Total liabilities and equity |
6(13) 6(14) 7 6(15) 4, 6(26) 4, 6(22) 6(16) 6(18) 6(17) 6(18) 4, 6(27) 4, 6(23) 6(20) 6(20) 6(20) |
$3,190,000-35,860 484,594 8,129,728 1,790,499 52,217 976,950 13,602 3,886,217 1,367,001 |
7-0 1 19 4 0 2 0 9 4 |
$1,900,000 250,000 37,010 681,549 8,261,844 1,165,307 24,699 662,459 9,528 1,206,322 848,000 |
6 1 0 2 25 3 0 2 0 3 3 |
| 22,703,377 | 53 | 16,159,441 | 48 | ||||||||
| 32,536 18,560,943 506,741 41,906 30,977 34,159 1,033,111 25,604 21,816 |
0 43 1 0 0 0 3 0 0 |
17,726 15,985,300 565,023 32,128 32,871 49,537 735,324 46,982 1,647 |
0 48 2 0 0 0 2 0 0 |
19,926,668 | 46 | 15,046,718 | 45 | ||||
| 2,400,000 3,627,082 1,510,685 29,433 866 |
6 8 4 0 0 |
2,400,000 2,483,111 1,258,612 23,373 866 |
7 7 4 0 0 |
||||||||
| 7,568,066 | 18 | 6,165,962 | 18 | ||||||||
| 27,494,734 | 64 | 21,212,680 | 63 | ||||||||
| 3,533,101 1,006,639 1,351,070 1,445,059 9,280,252 |
8 2 3 3 22 |
3,533,101 1,260,103 1,057,847 1,326,487 6,680,820 |
10 4 3 4 20 |
||||||||
| 20,287,793 | 47 | 17,466,538 | 52 | ||||||||
| 12,076,381 | 28 | 9,065,154 | 27 | ||||||||
| (1,119,685) | (2) | (1,445,059) | (4) | ||||||||
| 15,496,436 | 36 | 12,413,299 | 37 | ||||||||
| $42,991,170 | 100 | $33,625,979 | 100 | $42,991,170 | 100 | $33,625,979 | 100 | ||||
(The accompanying notes are an integral part of the parent company only financial statements.)
22
English translation of Parent Company Only Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2022 and 2021
(Expressed in thousands of New Taiwan Dollars, except for earnings par share)
| Items | Notes | 2022 | 2021 | 2021 | |
|---|---|---|---|---|---|
| Amount | % |
Amount | % |
||
| Operating Revenue Operating costs Gross profit Unrealized gross (profit) Realized gross profit Gross profit, net Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit impairment (losses) gains Subtotal Operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries and associates Subtotal Income from continuing operations before income tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit pension plans Unrealized gains (losses) from equity instruments investments measured Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations Share of other comprehensive income (loss) of associates Income tax related to items that may be reclassified subsequently Total other comprehensive loss, net of tax Total comprehensive income Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted |
4,6(22), 7 6(24), 7 6(23).(24) 6(25) 6(25) 6(25) 6(25) 4,6(8) 6(27) 6(26) 6(28) |
$39,019,702 (33,584,077) |
100 (86) |
$30,872,961 (27,623,044) |
100 (89) |
| 5,435,625 | 14 | 3,249,917 | 11 | ||
| (3,934) 29 |
(0) 0 |
(29) 85 |
(0) 0 |
||
| 5,431,720 | 14 | 3,249,973 | 11 | ||
| (364,262) (400,313) (918,204) (17,227) |
(1) (1) (2) (0) |
(243,430) (261,039) (738,221) (2,377) |
(1) (1) (2) (0) |
||
| (1,700,006) | (4) | (1,245,067) | (4) | ||
| 3,731,714 | 10 | 2,004,906 | 7 | ||
| 33,322 278,572 (305,114) (132,212) 1,235,490 |
0 1 (1) (0) 3 |
5,973 105,032 12,518 (69,823) 1,488,528 |
0 0 0 (0) 5 |
||
| 1,110,058 | 3 | 1,542,228 | 5 | ||
| 4,841,772 (679,511) |
13 (2) |
3,547,134 (646,507) |
12 (2) |
||
| 4,162,261 | 11 | 2,900,627 | 10 | ||
| 18,612 1,178 (3,722) 410,744 (20) (86,528) |
0 0 (0) 1 (0) (0) |
5,348 32,638 (1,069) (139,695) 389 15,417 |
0 0 (0) (0) 0 0 |
||
| 340,264 | 1 | (86,972) | (0) | ||
| $4,502,525 | 12 | $2,813,655 | 10 | ||
| $11.78 | $8.21 | ||||
| $11.73 | $8.18 | ||||
(The accompanying notes are an integral part of the parent company only financial statements.)
23
| English translation PARENT |
of Parent Company Only Fin ASIA VITAL COMPO COMPANY ONLY STATE For the years ended Dece (Expressed in thousands o |
ancial Statements originally is NENTS CO. , LTD MENTS OF CHANGES IN mber 31, 2022 and 2021 f New Taiwan Dollars) |
sued in Chinese EQUITY |
|||||
|---|---|---|---|---|---|---|---|---|
| Items | Capital | Additional Paid-in Capital | Retained Earnings | Other Compo | nents of Equity | Total Equity | ||
| Common Stock | Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translation of Foreign Operations |
Unrealized Gains (Losses) From Equity Instruments Investments Measured At Fair Value Through Other Comprehensive Income |
|||
| Balance as of January 1, 2021 Appropriation and distribution of 2020 retained earnings Legal reserve Special reserve Cash dividends Cash dividends distributed from capital surplus Net income for the year ended December 31, 2021 Other comprehensive income (loss), net of tax for the year ended December 31, 2021 Total comprehensive income (loss) Difference between the actual acquisition or disposal price and carrying amounts of subsidiaries Disposal of equity investments at fair value through other comprehensive income Balance as of December 31, 2021 Balance as of January 1, 2022 Appropriation and distribution of 2021 retained earnings Legal reserve Cash dividends Special reserve reversed Donation from shareholders Cash dividends distributed from capital surplus Net income for the year ended December 31, 2022 Other comprehensive income (loss), net of tax for the year ended December 31, 2022 Total comprehensive income (loss) Share-based payment transaction Balance as of December 31, 2022 |
$3,533,101 | $1,601,099 (353,310) |
$865,492 192,355 |
$1,402,573 (76,086) |
$4,500,820 (192,355) 76,086 (635,958) 2,900,627 4,279 |
($997,070) (123,889) |
($329,417) 32,638 |
$10,576,598 - - (635,958) (353,310) 2,900,627 (86,972) |
| - | - | - | - | 2,904,906 | (123,889) | 32,638 | 2,813,655 | |
| 12,314 | 27,321 | (27,321) | 12,314 - |
|||||
| $3,533,101 | $1,260,103 | $1,057,847 | $1,326,487 | $6,680,820 | ($1,120,959) | ($324,100) | $12,413,299 | |
| $3,533,101 | $1,260,103 238 (353,310) |
$1,057,847 293,223 |
$1,326,487 118,572 |
$6,680,820 (293,223) (1,165,924) (118,572) 4,162,261 14,890 |
($1,120,959) 324,196 |
($324,100) 1,178 |
$12,413,299 - (1,165,924) - 238 (353,310) 4,162,261 340,264 |
|
| - | - | - | - | 4,177,151 | 324,196 | 1,178 | 4,502,525 | |
| 99,608 | 99,608 | |||||||
| $3,533,101 | $1,006,639 | $1,351,070 | $1,445,059 | $9,280,252 | ($796,763) | ($322,922) | $15,496,436 | |
(The accompanying notes are an integral part of the parent company only financial statements.)
24
English translation of Parent Company Only Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollars)
| Items | 2022 | 2021 |
|---|---|---|
| Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expanse adjustments : Depreciation Amortization Amortization of royalty Expected credit losses Interest expense Interest income Compensation costs of share-based payment transaction Share of profit of subsidiaries and associates (Gain) Loss on disposal of property, plant and equipment Unrealized gross profit Realized gross (profit) Others Changes in operating assets and liabilities: Notes receivable Accounts receivable Accounts receivable-related parties Other receivables Other receivables-related parties Inventories Prepayments Other current assets Other operation assets Notes payable Accounts payable Accounts payable-related parties Other payables Other payables-related parties Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash provided by operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) in refundable deposits Acquisition of intangible assets Decrease (Increase) in noncurrent assets-others Dividends received Net cash (used) in investing activities Cash flows from financing activities: Increase in short-term loans (Decrease) in short-term loans (Decrease) Increase in short-term notes and bills payable Proceeds from long-term loans Repayments of long-term loans (Decrease) in guarantee deposits Repayment of lease liabilities Cash dividends Net cash (used) in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
$4,841,772 # # 110,650 22,729 876 17,227 132,212 (33,322) 59,836 (1,235,490) (14,937) 3,933 (29) (78,060) (966) 1,357,566 (31,774) (61,775) 528,642 (4,207,079) 40,808 2,685 (827,426) (1,150) (196,955) (132,116) 618,390 27,518 2,679,895 (1,557) 3,622,103 32,561 (125,410) (500,984) 3,028,270 ($14,810) - (989,800) (71,672) 46,658 (2,238) (8,227) 23,617 97,416 (919,059) 15,611,165 (14,321,165) (250,000) 6,390,000 (4,727,028) - (10,167) (1,519,234) 1,173,571 3,282,785 4,766,941 $8,049,726 |
$3,547,134 91,142 25,119 877 2,377 69,823 (5,973) - (1,488,528) 993 29 (85) 131,480 - (479,380) 66,309 74,473 (570,862) (2,037,319) (37,579) (1,254) (139,620) 11,086 133,152 670,086 364,995 16,316 (10,063) (1,532) 433,196 4,712 (69,682) (241,867) 126,359 ($17,726) 32,907 (288,686) (198,906) 3,796 (10,439) (20,507) (9,113) 80,915 (427,759) 5,850,000 (4,650,000) 250,000 2,250,000 (2,703,507) (60) (8,200) (989,268) (1,035) (302,435) 5,069,376 $4,766,941 |
(The accompanying notes are an integral part of the parent company only financial statements.)
25
Appendix 4 Earnings Distribution Proposal 2022
ASIA VITAL COMPONENTS CO., LTD. Earnings Distribution Proposal of 2022
Unit: NT dollars
| Unit: NT dollars | ||
|---|---|---|
| Items | Subtotal | Total |
| Undistributed profits in the early period of 2022 Addition: Net income of 2022 Other comprehensive income (note 1) Subtotal Items to be listed: Subtraction: to list the Legal Reserve (10%) (note 2) Subtraction: to allocate special Legal Reserve (note 3) Subtotal of earnings to be distributed this year Distribution items: Dividends of shareholders—Cash (Distribution of NT$3.3 per share) Undistributed profits in the ending period |
4,162,260,654 14,889,301 -417,714,996 325,373,561 |
5,103,101,521 4,177,149,955 |
| 9,280,251,476 -92,341,435 |
||
| 9,187,910,041 -1,597,961,910 |
||
| 7,590,948,131 | ||
-
Note.1: This is the difference in pension arising from the Actuaries Report. Recalculated sum of the welfare plan is included in the accounting record.
-
Note.2: Calculation of the allocated Legal Reserve and the Ratio is as follows: 4,177,149,955×10%=417,714,996
-
Note.3: According to the regulations of the Financial Supervisory Commission (Taiwan), when distributing distributable surplus, the net deduction of other shareholders ’equity should be accounted for in the current year. The special surplus reserve of the same amount from the current profit and loss and the previous undistributed surplus shall be the previous accumulation for the amount of other shareholders ’equity deductions, the same amount of special surplus reserve shall not be distributed from the previous undistributed surplus; however, if the company has made a special surplus reserve in accordance with the provisions of the preceding paragraph, The difference of net deductions of the amount and other equity shall be included in the special surplus reserve.
-
Note.4: The sum of distributed profits in the period is NT$ 1,596,961,910 dollars (distribution of earnings in 2022 shall be completed first)
-
Note.5: The total amount of additional paid-in capital distribution for this period is NT$317,979,141.
Chairperson: Shen, Ching Hang. General Manager: Shen, Ching Hang Accounting Officer: Lin, Shu Hua
26
Appendix 5 Before and After Amendments to the Articles of Incorporation
ASIA VITAL COMPONENTS CO., LTD. Shareholding of Directors
| Baseline Date: April 17,2023 | Baseline Date: April 17,2023 | ||
|---|---|---|---|
| Title | Name | Number of Shares |
Shareholding Ratio |
| Chairperson | Zing He Investment Co., Ltd. Representative: Shen,ChingHang |
6,964,120 | 1.82% |
| Director | Furukawa Electric Co., Ltd. Representative: Ono,Ryoji |
52,944,693 | 13.81% |
| Director | Furukawa Electric Co., Ltd. Representative: Motomura,Takuya |
||
| Director | Furukawa Electric Co., Ltd. Representative: Kobayashi,Takashi |
||
| Director | Kitanoya, Atsushi | 0 | -- |
| Director | Chen, Yi Cheng | 1,296,787 | 0.34% |
| Director | Wang, Jui Pin | 386,951 | 0.10% |
| Director | Huang, Chiu Mao | 369,358 | 0.10% |
| Director | Gao, Pai Ling | 80,000 | 0.02% |
| Independent Director |
Chen, Chun Cheng |
0 | -- |
| Independent Director |
Cho, I Lang |
0 | -- |
| Independent Director |
Ueng Joseph Chiehchung |
0 | -- |
| Independent Director |
Lin, Tzu Yun |
0 | -- |
| Total Shares Held by Directors (Not including shares held by Independent Directors) |
62,041,909 | 16.19% |
Note 1: Totally shares issued on April 17, 2023 is 383,310,157 shares. Note 2: All Directors of the Company shall hold shares is 15,332,406 shares. As of April 17, 2023, all directors collectively held 62,041,909 shares.
Note 3 : As AVC has established the audit committee, the minimum shareholding requirements for supervisors do not apply.
27
Appendix 6 Articles of Incorporation
Articles of Incorporation OF
Asia Vital Component Co., Ltd. Section I – General Provisions
Article 1: The Company shall be incorporated as a company limited by shares under the Company Act and its name shall be “Asia Vital Component Co., Ltd.”
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Article 2: The scope of business of the Company shall be as follow:
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CA01100 Aluminum material rolls, over extends, and crowding.
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CB01010 Machinery and Equipment Manufacturing
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CC01040 Lighting Facilities Manufacturing
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CC01060 Wired Communication Equipment and Apparatus Manufacturing
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CC01070 Telecommunication Equipment and Apparatus Manufacturing
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CC01080 Electronic Parts and Components Manufacturing
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CC01110 Computers and Computing Peripheral Equipment Manufacturing
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CC01990 Electrical Machinery Supplies Manufacturing
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E605010 Computing Equipment Installation Construction
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F219010 Retail Sale of Electronic Materials
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F401010 International Trade
-
CD01030 Automobiles and Parts Manufacturing
-
CD01990 Other Transport Equipment and Parts Manufacturing
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CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing
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F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
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ZZ99999 All business items that are not prohibited or restricted by law, except those are subject to special approval.
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Article 3: The Company shall have its head-office in Kaohsiung City, Taiwan and, if necessary, may set up branches in and out of this country upon a resolution of its Board of Directors.
-
Article 4: Public announcement of the Corporation shall be made in accordance with provisions in Article 28 of the Company Act.
-
Article 5: The Company may provide guarantee for business needs and make reinvestments in other enterprises. The total amount of the Corporation’s reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation’s paid-in capital as provided in Article 13 item 2 of the Company Act.
Section II Shares
- Article 6: The total capital amount of the Company shall be six billion New Taiwan Dollars (NT$6,000,000,000), divided into 600 million (600,000,000) shares, at a per value of ten Net Taiwan Dollars (NT$10) per share, and may be issued separately. An amount of 300 million New Taiwan Dollar
28
(NT$300,000,000) out of the aforesaid capital is revised to serve as subscription warrants for employees, divided into thirty million (30,000,000) shares at par value of ten New Taiwan Dollars (NT$10) per share and by issued separately according to the resolution of the Board of Directors.
-
Article 6-1: The Company can transfer shares to employees at less than the treasure share repurchase price, or assign share option certificate a less than the closing price of the trading days for common stocks by obtaining the consent of at least two-thirds of the voting rights present at the shareholders meeting attended by shareholder representing more than half of total issued shares.
-
The Company follows the Company Act in purchasing the treasury stocks, employee stock option certificate, employee new stock option, and restricted stock awards, and it distributes the equities to employees of controlled or affiliated corporations who fit certain criteria.
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Article 7: The Company is not obligated to issue printed certification for ownership of its stocks; it should be registered with records of stockholder’s name by Certified Securities Depository Enterprises. The Company shall follow The Company Act of R.O.C. and other regulations if printed stock certificate is to be issued.
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Article 8: Transfer of stocks or change of account title shall be suspended sixty days before the Shareholders’ regular meeting, thirty days before the interim shareholders meeting, or five days before the date on which the Company decides to distribute dividends and bonuses or other payment baseline date.
Section III Shareholders’ Meetings
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Article 9: Shareholders’ meetings of the Corporation are of two types, including regular meetings and interim meetings. Regular meetings shall be convened by the Board of Directors within six months after the close of each fiscal year. Interim meetings shall be convened in accordance with the relevant laws, rules, and regulations when necessary.
-
The Company's shareholders' meetings may be held by video conference or by using other means announced by the Ministry of Economy.
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Article 10: If a shareholder is unavailable to attend a meeting in person, the shareholder may issue a proxy form offered by the Company with the signature or a stamp, specifying the scope of the authorized powers to another shareholder who can attend the meeting on the shareholder’s behalf.
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Article 11: Shareholders of the Company have one voting right for each share. The rule does not apply to persons without voting rights under restrictions or regulations of the Company Act.
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Article 12: Except as provided in the Company Act, shareholders’ meetings may be held if attended by shareholders representing more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting.
29
-
Article 13: Except as provided in the Company Act, shareholders’ meetings may be convened by the Board of Directors. The chairperson of the meeting should preside in accordance with Article 128 and Article 208 Paragraph 3 of the Company Act.
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Article 14: The Company shall deal with stick transaction affairs in accordance with Regulations Governing the Administration of Shareholder Services of Public Stock Companies, which was promulgated by supervisory agencies.
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Article 15: If the Company only has one corporate shareholder, the powers of the Shareholders’ meeting should be performed by the corporate’s Board of Directors; the rules in the Articles of Incorporation are not applicable.
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Article 16: The resolutions of the meetings of the Board of Directors shall be recorded in the minutes, and such minutes shall be signed by or sealed with the stamp of the chairperson of the meeting and delivered to all shareholders within twenty days after the meeting.
-
The aforementioned minutes should be distributed in accordance with Article 183 of the Company Act.
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The minutes shall record a summary of the essential points of the proceedings, including the year, month, dates, venues, name of chairperson, the method of adopting resolutions, as well as the discussion and results of the meeting. The minutes should be kept permanently as long as the Company is in operation.
Section IV Directors
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Article 17: The company hires seven to thirteen directors whose term of service is three years. Candidates with legal capacity can be elected or reelected by the Shareholders’ meeting. The Board of Directors is authorized to resolve the number of directors to hire.
-
The minimal combined proportion of shares possessed by all directors is determined adherence to regulations of institutions managing the securities.
-
At least three Independent Directors should be elected, and the proportion is at least one-fifth.
-
The Company establishes Audit Committee which is completely composed of Independent Directors. The Audit Committee and its members are responsible for performing duties of supervisors specified in The Company Act, Securities Exchange Act, and other regulations. Nominating procedures of the Directors are based on Article 192 Paragraph 1 of the Company Act. Nomination of candidates for Directors is accepted and publicized according to The Company Act, Securities Exchange Act, and other regulations. The elections for independent directors and non-independent directors should be combined and the number of elected nominees should be calculated respectively.
-
Article 18: The Board of Directors is organized by directors. The Chairperson of the Board of Directors shall be elected from among the directors by majority
30
of directors present at a meeting attended by more than two thirds of directors. The Chairperson shall externally represent the Company.
-
Article 19: When the number of vacancies in the Board of Directors equals to or exceed one third of the total number of directors, the Board of Directors shall hold, within sixty days, an interim shareholders’ meeting to elect succeeding directors to fill the vacancies.
-
Article 20: Unless otherwise provided by the Company Act, a resolution of the Board of Directors shall be adopted by the consent of majority of the directors present in meeting attended the majority of the total directors.
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Article 21: The Chairperson can assemble the Board of Directors’ Meeting. A director can offer a Letter of Authorization which specifies the entrusted matters with stamps and signatures and designative another director as a representative on the meeting, and one attendee is only allowed to represent one absentee; a director who lives abroad can designate a regular representative.
-
Directors who participate in the Board of Directors’ Meeting by Web Cam is considered present for the meeting.
-
Notice for assembling a Board of Directors’ meeting shall be delivered to each director by email or fax seven days ahead.
-
In the cases of emergencies, a Board of Directors’ Meeting should be assembled any time, and the notice can be delivered by letters, emails, or fax.
-
Article 22: When the Chairperson is on leave or unable to perform the duties, another director shall act on behalf of him in accordance of Article 208 of The Company Act.
-
Article 23: The Board of Directors is authorized to determine the remunerations of Directors according to their involvement on the operation and values of their contributions with reference of conditions in the industry.
-
Article 23-1: The Company may purchase liability insurance to cover the directors and supervisors in service, managing for the liabilities they shall be responsible while performing their duties, so as to eliminate the potential risks of major damage that the Company and shareholders may suffer resulting from unlawful conducts of Directors.
Section V Managers
-
Article 24: The Company may have managers whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.
-
Article 25: The Company can hire senior consultants or significant staff under the resolution on the Board of the Directors Meeting.
Section VI Accounting
- Article 26: At the end of a fiscal year, the Company should compile the following reports, and it should request for adoption of these reports by the Shareholders’ Regular Meeting.
31
-
Business Report
-
Financial Statements.
-
Distribution of profits and Loss make-up proposal.
-
Article 27: The Company should allocate at least 3 percent of its annual profit as remuneration of the employees and no more than 2 percent of it as remuneration of directors. However, when the Company has accumulated losses, the sum for compensation should be retained. Distribution of stock remunerations can be issued to employees of the controlled or affiliated companies meeting certain criteria.
-
Article 28: The Company’s Annual Final Budget should include net income of the period, which should firstly be utilized to compensate for accumulated losses (including adjustment in undistributed profits), and 10 percent of it should be allocated for Legal Reserve; the restriction is lifted when the Legal Profit Reserve reaches the Company’s total paid-in capital. Secondly, special Legal Reserve of Profit should be allocated or reversed according to the laws or regulations of supervisory institutions. The rest of the profit, along with the undistributed profit in the initial period (including the adjusted sum of undistributed profit) should be included in the proposal of distribution of profits in issuance of new shares by the Board of Directors, which is to be resolved by the Shareholders’ Meeting on distribution.
-
According to Article 240 Paragraph 5 of The Company Act, with attendance of two-thirds of the directors and agreement of over have of attendees in the voting on the meeting, the Board of Directors is authorized to resolve that the dividends and bonuses, or part or all of the Legal Profit Reserve and Capital Reserve should be distributed in cash, and a report should be made on the Shareholders’ Meeting.
-
Article 29: When the Company establishes the dividend policy in accordance the current and future development plan, consideration on environment for investment, capital requirements and competition domestically and overseas, and the compensation of shareholders, it can allocate no less than 5% of distributable earnings as shareholders’ dividend and bonuses to shareholders. However, in case the accumulated distributable earnings is less than 10% of paid-in capital, the Company may choose not to distribute dividends. Dividends to common shareholder may be distributed by way of combination of cash dividend and stock dividend provided that the cash dividends shall not be less than 10% of the total dividends.
-
Article 30: In regard to all matters not provided in these Articles of Incorporation, the Company Act or other laws and regulations shall govern.
-
Article 31: The fiscal year of the Company is from January of each year to December 31 of the same year,
VII Supplementary Provisions
- Article 32: These Articles of Incorporation were enacted on December 2[nd] , 1991 and amended on March 31[st] , 1994 for the first time, on March 13[th] , 1995 for the second time, on June 16[th] , 1997 for the third time, on December 26[th] , 1997
32
for the fourth time, on May 1[st] , 1998 for the fifth time, on June 30[th] , 1999 for the sixth time, on November 26[th] , 1998 for the seventh time, on June 16[th] , 1999 for the eighth time, on October 30[th] , 1999 for the ninth time, on November 26[th] , 1999 for the tenth time, on June 12[th] , 2000 for the eleventh time, on December 16[th] , 2000 for the twelfth time, on May 29[th] , 2001 for the thirteenth time, on May 24[th] , 2002 for the fourteenth time, on April 7[th] , 2003 for the fifteenth time, on June 15[th] , 2004 for the sixteenth time, on June 16[th] , 2005 for the seventeenth time, on June 14[th] , 2006 for the eighteenth time, on June 13[th] , 2007 for the nineteenth time, on June 13[th] , 2007 for the twentieth time, on June 19[th] , 2008 for the twenty-first time, on June 10[th] , 2009 for the twenty-second time, on June 18[th] , 2010 for the twenty-third time, on June 17[th] , 2011 for the twenty-fourth time, on June 12[th] , 2012 for the twenty-fifth time, on June 11[th] , 2013 for the twenty-sixth time, on June 18[th] , 2015 for the twenty-seventh time, on June 14[th] , 2016 for the twenty-eighth time, on June 13[th] , 2017 for the twenty-ninth time, on June 13[th] 2019 for the thirtieth amendment, on June 17[th] 2022 for the thirty-first time.
ASIA VITAL COMPONENTS CO., LTD. Chairperson: Shen, Ching Hang
33
Appendix 7 Rules of Procedure for Shareholders Meetings
ASIA VITAL COMPONENTS CO., LTD.
Rules of Procedure for Shareholders Meetings
-
Article 1: To establish well-organized governing system of the Shareholders’ meeting and have robust supervising function and strong management, the Rules of Procedure for Shareholders’ Meetings (the Rules) are established in accordance with Article 5 of Corporate Governance Best Practice for TWSE/TPEx Listed.
-
Article 2: The rules of procedures for the Company’s shareholders’ meetings, except as otherwise provided by law, regulations, or the Articles of Incorporation, shall be as proved in these Rules.
-
Article 3: Unless regulated otherwise by the laws, the Shareholders Meeting is assembled by the Board of Directors.
-
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
-
The electronic files of information, including the meeting notification, format for
-
authorization letter, matters for acknowledgement, matters for discussion, election or dismissal of directors, etc., should be disclosed on the Market Observation Post System 30 days before the regular shareholder meeting or 15 days before the interim shareholders meeting. Electronic files of the Meeting handbook and supplementary material should be uploaded to the Market Observation Post System 21 days before the regular shareholders meeting and 15 days before the interim shareholders meeting. The hard copies of the Meeting handbook and the supplementary material should be offered to shareholders, displayed in the Company and the entrusted professional stock proxies, and distributed on the meeting. The proposals should be specified in the notification and announcement; the notification can be sent in electronic forms with the agreement of the receiver.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
1.For physical shareholders meetings, to be distributed on-site at the meeting.
2.For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
-
3.For virtual-only shareholders meetings, electronic files shall be shared on the
-
virtual meeting platform.
The election of Directors, Supervisors, amendments in the Corporate Articles, Capital decrease, application for public offering closing, lift of strife limitation on the directors, profit transferred to capital increase, legal reserve transferred to capital increase, Corporate dismissal, merger, and division, or matters mentioned in Article 185 in The Company Act. Its main content may be placed on the website designated by the securities authority or the company, and its website shall be stated in the notice.
The convening of the shareholders 'meeting has stated the full re-election of directors and the date of appointment. After the re-election of the shareholders' meeting, the same meeting shall not change its appointment date by temporary motion or other means.
Shareholders who possess more than one percent of the issued shares can raise at most one proposal for the shareholders meeting in printed document or by electronic files; surplus proposals shall not be accepted. However, the shareholder
34
proposal is a proposal to urge the company to promote public interest or fulfill its social responsibilities, and the board of directors must still include the proposal. Proposals with the condition mentioned in Article 172-1 item 4 shall not be taken as an item for discussion.
The Company shall disclose the accepted proposals of the shareholders as well as the location and time of acceptance on the book closure day before the shareholders meeting. The period for acceptance should last for at least 10 days. The proposal of the shareholder should contain no more than 300 word; proposals exceeding the length limitation will not be included in the motions; the proposer should attend the meeting or authorize a representative to participate in the discussion on the regular shareholders meeting.
The Company should notify the proposer whether the proposal is accepted before the date for sending notification of shareholders meeting and list proposals fulfilling the criteria in the notification. The Board of Directors should explain the reason for excluding the proposals made by the shareholders on the shareholders’ meeting.
- Article 4: A shareholder can offer a proxy form printed by the Company which specifies the scope of the authorized powers to another shareholder who can attend the meeting on the shareholder’s behalf.
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. If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation 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 the shareholders’ meeting shall be within the premises of the Company, or a place easily accessible to shareholders and suitable for shareholders’ meeting. The meeting may begin no earlier than 9:00 a.m. and no later than 3:00 p.m. with opinions of Independent Directors taken in full consideration.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
Article 6: The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively “shareholders”) 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
35
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. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
The shareholder or the authorized representative (hereafter referred to as the shareholder) should attend the shareholders meeting with an attendant ID, a check-in card, or other ID cards. The Company should not require other forms identification from the shareholders; the solicitor of the letter of authorization should have the proof of identity. The Company should prepare the signature book for the shareholders, or the shareholder can submit a signature card. The Company should deliver the Meeting Handbook, Annual report, certificate of attendance, speech notes, ballots, and other information to the absent shareholders; ballots should be attached when an election for directors is held.
More than one representative of the shareholders as governments or artificial persons are allowed to attend the meeting. Only one authorized agent can attend the meeting on behalf of an artificial person shareholder. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this 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.
- Artic 6-1: (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
-
1.How shareholders attend the virtual meeting and exercise their rights.
-
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
-
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
-
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
-
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal
36
requirement for a shareholder meeting, then the shareholders meeting shall continue. 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, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
-
D. Actions to be taken if the outcomes of all proposals had been announced and no extraordinary motions had been carried out.
-
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.
-
Article 7: The Shareholders Meeting should be chaired by the Chairperson when the meeting is assembled by the Board of Directors. The Vice Chairperson takes the position when the Chairperson calls for a leave of absence or unable to perform the duties. In circumstances where the position for Vice Chairperson is vacant, or the Vice Chairperson is also absent or unable to perform the duties, the Chairperson designate an executive director as an agent; in circumstances where no executive directors are hired, one director should be designated as the agent. In the circumstance where the Chairperson did not designate an agent, the executive directors or directors can designate an agent for the Chairperson among themselves. The Chairperson should host the meeting in person, and the attendees should include at least half of the directors on the board of the Company. At least one representative from each functioning committee should attend the meeting, and the resolutions should be record in the proceedings.
-
Article 8: This Corporation shall make an uninterrupted audio and video recording of all meeting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 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.
-
Article9: 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, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or
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electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. 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. 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 and call for a vote.
- 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.
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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.
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.
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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 has an interest 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 3 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.
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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.
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When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of
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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 or online, 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
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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.
- Article 14: The elections for directors should be held in accordance with the Company’s regulations, and the outcome should be announced on the meeting, including the persons elected as directors as well as the number of votes they won. Ballots of the aforementioned elections should be sealed with signatures of the inspectors and kept confidential and secure for at least one year. In the circumstance where a shareholder file a law suit according to Article 189 in The Company Act, the ballots should be kept until the lawsuit is settled.
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 or supervisors. 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
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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.
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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 5 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 this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21: (Handling of disconnection)
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. 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
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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: (Handling of digital divide)
When convening a virtual-only shareholders meeting, this Corporation
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shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
Article 23: These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
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