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AWEA — AGM Information 2023
Aug 14, 2023
51853_rns_2023-08-14_4493d301-bf6a-46a0-9579-c8f52a12d10c.pdf
AGM Information
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Stock Code : 1530
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AWEA MECHANTRONIC CO. LTD.
Handbook for the 2023 Annual Meeting of Shareholders
MEETING TIME : JUNE 07, 2023
PLACE : No.15, Keyuan 2nd Rd., Xitun Dist., Taichung City (AWEA Taichung Branch)
Table of Contents pages
Meeting Procedure ……………..………………………… P2 Report Items ……………………….…………………… P3 Ratification Items ………………….……..……………… P12 Election Matters …………………………….…………… P12 Discussion Items ………………….……………………… P15 Questions and Motions …………………..……………… P16 Appendices : 1. 2022 Independent Auditor's Report and Financial Statements………………………………………………… P17 2. 2022 Profit Distribution ………………………..…… P37 3. Articles of Incorporation ……………………………… P38 4. Rules of Procedure for Shareholder Meetings …….… P44 5. Rules for Director Election ……………………… P50 6. Current shareholding of Directors …………………… P52
1
AWEA MECHANTRONIC CO. LTD. Year 2023 Agenda of Annual Meeting of Shareholders
Time : 9:00 a.m. on 7[th] (Wednesday), June 07,2023
Place : No.15, Keyuan 2nd Rd., Xitun Dist., Taichung City (AWEA Taichung Branch)
Meeting Type: Physical Shareholders' Meeting
1. Call the Meeting to Order ( report the number of shares present )
2. Chairperson Remarks :
3. Report Items :
- (1) 2022 Business Report
(2) Audit Committee Review Report on the Financial Report for the Year 2022
(3) Investment Status Report of the PRC
(4) Employees' and Directors' Remuneration for the Year 2022
(5) Report on Funding Loans
4. Ratification Items :
- (1) The 2022 Business Report and Financial Statements
(2) Proposal for Distribution of 2022 Profits
5. Elections: Re-election of Directors
6. Discussion Items :
(1 ) Proposal of Release the Prohibition on Directors from Participation in Competitive Business
- (2) Amendment to the Company's Corporate Charter (Articles of Incorporation)
7. Questions and Motions
8. Adjournment
2
【 Report Items 】
(1)2022 Business Report
Dear Shareholders,
Thank you for attending the 2023 Annual Shareholders' Meeting and for your continued support and care towards AWEA's management team. We hereby present a summary report of our business results for the fiscal year 2022 and an overview of our management plan for the fiscal year 2023:
1. Business Results Report
-
(1) Revenue Perspective
:Our company's net operating revenue for the fiscal year 2022 was NT$2,283,658 thousand. Compared with the net operating revenue of NT$2,492,430 thousand in 2021, the net operating revenue in 2022 decreased by NT$208,772 thousand, a decline of 8.38%. -
(2) Profit or Loss Perspective
:Our company's net profit before tax for the fiscal year 2022 was NT$439,857 thousand, which increased by NT$258,128 thousand, a growth of 142.04% compared to the net profit before tax of NT$181,729 thousand for the fiscal year 2021. The net profit after tax for the fiscal year 2022 was NT$354,143 thousand (NT$3.67 per share), which increased by NT$223,283 thousand, a growth of 170.63% compared to the net profit after tax of NT$130,860 thousand (NT$1.35 per share) for the fiscal year 2021.
(3) The comparison of the net income for the years 2022 and 2021 is as follows :
(Individual)
: In Thousands of New Taiwan Dollars
| Item | 2022 | 2021 | Surplus (Deficit) Amount |
Surplus (Deficit) % |
|---|---|---|---|---|
| Net Operating Revenue | 2,283,658 | 2,492,430 |
(208,772) |
(8.38%) |
| Operating Expenses | (1,825,556) | (2,077,984) |
(252,428) |
(12.15%) |
| Operating Margin | 458,102 | 414,446 |
43,656 |
10.53% |
| Unrealized Profit on Intercompany Sales |
(4,904) | 3,502 |
(8,406) |
(240.03%) |
| Net Operating Profit | 212,519 | 139,903 |
72,616 |
51.90% |
| Net Profit before Tax | 439,857 | 181,729 |
258,128 |
142.04% |
| Net Profit after Tax | 354,143 | 130,860 |
223,283 |
170.63% |
(Consolidated)
| (Consolidated) | ||||
|---|---|---|---|---|
| Item | 2022 | 2021 | Surplus (Deficit) Amount |
Surplus (Deficit) % |
| Net Operating Revenue | 3,100,517 | 3,630,956 |
(530,439) |
(14.61%) |
| Operating Expenses | (2,432,617) | (2,951,020) |
(518,403) |
(17.57%) |
| Operating Margin | 667,900 | 679,936 |
(12,036) |
(1.77%) |
| Unrealized Profit on Intercompany Sales |
(4,900) | 1,924 |
(6,824) |
(354.68%) |
| Net Operating Profit | 298,225 | 266,199 |
32,026 |
12.03% |
| Net Profit before Tax | 459,788 | 237,800 |
221,988 |
93.35% |
| Net Profit after Tax | 349,287 | 122,033 |
227,254 |
186.22% |
| Attributable to Parent Company | 354,143 | 130,860 |
223,283 |
170.63% |
( 4 ) 2022 Budget implementation and the financial income and expenditure are as follows: :
As per the Applicable Public Company Rule for Financial Forecast Information by Public Companies, the Company is not obligated to disclose its financial forecast information for the year 2022. Therefore, there is no information available on the implementation of the budget for the year 2022.
- (5) Breakthrough in Business Management
:
1. Product Development Breakthrough
Awea optimizes itself toward such features as larger scale, multification, five-axle, high-speed and intelligence:
- (1) The high-speed five-axle aisle machining center AG and RG families fulfill the machining demand at five-axle and high-speed in mold/aviation industries.
3
- (2) Diversified horizontal/horizontal five-axle machining center family fulfills the mass production line requiring machines.
- (3) Complete Bridge type of maching centerseries of models fit with Awea-made high-speed embedded main axle, thereby fulfilling our customers’ need for module machining process.
- (4) MEGA5 series of superior-performed large five-axle machining center fulfills the need of high-speed and high-precision machining in aviation industry.
- (5) FCV800S milling and turning compound machining center series fulfill our customers’ need of multi-machining process.
- (6) Complete Bridge type of maching center series of models integrated into new generation of attached head series improve performance and function to the utmost and provide more options for our customers.
- (7) Large Bridge type of maching center model integrated into Awea-made full automatic all-in-one head fulfills customers’ machining need at different angles.
- (8) Large moving-pillar machining center’s MVP series, extra-large ground moving-beam machining center’s MCP series and brand-new moving-pillar & moving-beam MVCP models fulfill customers’ machining need of larger scope, longer travel and convenience.
- (9) Brand new long-travel high-speed aluminum milling machining center provides extra high speed milling feeding and fulfills customers’ need of milling aluminum materials at high speed.
- (10) The release of brand-new intelligent information control system, AiLINC, facilitates its machines to upgrade to be intelligent machine and bridge intelligent manufacture.
-
Breakthrough in Production and Sales Layout
-
(1) Increase in sales of niche products and an increase in the proportion of gantry crane exports.
-
(2) Breakthrough in sales volume in mature markets such as Italy, Germany, North America, and Turkey.
-
(3) Expansion of new markets such as Eastern Europe, Northern Europe, ASEAN, and India.
-
(4) Successful development and launch of new products - new large gantry cranes and integration of Euro-standard supplementary heads.
-
(5) Provide a diverse selection of controllers and ensuring speedy delivery.
-
-
Breakthrough in Company Management Improvement
-
(1) Establishing corporate culture to enhance corporate competitiveness.
-
(2) Effectively managing accounts receivable and inventory balances.
-
(3) Promoting lean production to control costs and enhance product competitiveness.
-
(4) Reasonable use of management expenses to reduce unnecessary expenditures.
-
-
2
、2023 Business Plan Overview -
(1) 2023 Business strategy
-
Market strategy: Utilize information platforms to establish a complete marketing document and sales system. Coordinate different regional agents to support each other in machine sales, reduce inventory levels, and increase delivery speed. Use the group image to complement domestic and international exhibitions, promote the market and reduce sales resistance.
-
(1) Domestic sales:
-
i. Establish the group's high-quality brand image to increase product market share.
-
ii. Strongly promote product lines such as horizontal machining centers, gantry machining centers, and 5-axis machines, etc.
-
iii. Shorten delivery time for order scheduling and increase flexibility in competitive order-taking.
-
(2) Export
: -
i. Expand the sales of gantry machines, modular shipping design maximizes container space utilization, reduces costs, and increases competitiveness.
-
ii. Expansion of new markets such as Southeast Asia - India, Vietnam, Northern Europe, Eastern Europe, etc., which are listed as annual key tasks.
-
iii. Expand existing markets with different attribute agents to increase market share: the United States, Europe, etc.
-
iv. Improve the sales organization and human resources to strengthen the ability to identify and capitalize on emerging market trends.
-
(3) China
:Effectively utilize the production capacity of the Phase II factory and expand employee recruitment to enhance the production capacity of fighter aircraft models; continuously strengthen the order-taking and
-
4
production capabilities of larger equipment to improve overall profitability.
- i. Focus on mass production models, expand localized procurement of parts, reduce costs, and enhance market competitiveness.
- ii. Improve the localized production efficiency of large gantry-type milling machines and five-axis machining centers, and develop localized additional functions to enhance product added value and profitability.
- iii. Expand professional technical capabilities in integrating automated production lines to enhance sales competitiveness.
- iv. Continuously expand market share in key industries such as semiconductors, new energy, and aerospace.
- v. Expand sales of imported equipment to cope with the impact of the COVID-19 pandemic on local production efficiency and prepare early response strategies.
-
Sales Strategy: Strengthening the recognition of agents and customers with the company.
-
(1) Highlighting the advantages of industrialized processing of machine models, catering to the development trends of industries such as aerospace, wind power, etc.
-
(2) Continuously strengthening product lines such as vertical and horizontal machines, gantry machines, and five-axis machines.
-
(3) Providing intelligent product features to help users enhance their production management capabilities.
-
(4) Establishing a mechanism for managing currency exchange risks, such as pricing in New Taiwan Dollars or sharing responsibility for currency exchange risks.
-
(5) Providing options for customized turnkey solutions to increase business opportunities.
-
-
Management Strategy: Reduce error rates and improve work quality.
-
(1) Cost Management: Standardize and simplify processes; optimize resources and implement job training.
-
(2) Reach&Development Cost: Reduce design error rates, simplify and modularize design, and improve product cost-effectiveness.
-
(3) Production Cost: Lean production; get it right the first time.
-
(4) Sales Cost: Improve order quality and reduce error rate costs.
-
(5) Service Cost: Promptly respond to customer needs and proactively prevent recurring defects.
-
(6) Shipping Cost: Optimize packaging methods, reduce land and sea transportation costs, and improve the overall competitiveness of products.
-
(7) Capital Cost: Effectively plan the use of funds and minimize unnecessary expenditures.
-
(8) Self-Management: Strive for simplicity and efficiency and continue to enhance capabilities.
-
-
(2) 2023 Sales targets
In the fiscal year 2023, we aim to sell 130 units of gantry machines and 420 units of C-type machines.
- 3
、Production and Marketing policies
Important Long-term Strategic Objectives :
-
(1) Continuously diversify the market: Diversifying the market is advantageous in avoiding the risk of market concentration, and is a long-term policy established for the company to promote its stable development.
-
(2) Enhance customer satisfaction through service: Maintenance service is an important aspect of maintaining customers. A good maintenance and service system can lead to repeat orders. In the future, we will strive to achieve the goal of fast service and affordable maintenance.
-
(3) Develop products based on market demands: Strengthen interaction and understanding with the market, develop products based on market demands, and increase the company's market share.
-
4
、The future development of our company is affected by external competitive, regulatory, and macroeconomic environments. The following unfavorable factors affect our future development: -
(1)The volatile exchange rate of the Taiwanese dollar affects order placement and production costs, which has an adverse impact on operations. -
(2)Inflexible labor laws and regulations in Taiwan can lead to labor-management conflicts, resulting in increased operating costs and unfavorable industry development. -
5
、Future development strategies for the company -
(1) Marketing Strategy:
-
Adjust sales market share and strategy in response to the impact of COVID-19, the U.S.-China trade war, and inflation.
-
Showcase the advantages of the company's products in the aerospace and wind power green energy industries to expand industry supply and market share.
-
Allocate more resources to develop the area of intelligent products that are increasingly evident in conjunction with
5
Industry 4.0.
-
Integrate and develop various five-axis application technologies to expand the sales market for five-axis machines.
-
Actively improve various high-end five-axis products to meet the needs of the dynamic five-axis machine market.
-
Actively expanding our international market and integrating exhibition, sales, service, and maintenance locations.
-
Actively recruit talents and engage in industry-academia collaboration to cultivate our company's long-term competitive edge.
-
Utilize information tools and platforms to integrate trade shows, advertisements, and public relations materials to strengthen marketing channels.
-
(2) Procurement Strategy
-
Strengthen the supply chain linkages to reduce the lead time for raw material delivery and decrease inventory holding costs, thereby enhancing delivery speed and agility.
-
Collective purchasing and negotiations, conduct regular supplier evaluations, enforce ISO standards for assessing product quality, lead time, and price, and provide support to suppliers to enhance their competitiveness and in turn improve the competitiveness of our company.
-
(3) Product Development Direction
-
Develop new-generation products in line with national industrial policies such as green energy, wind power, and national defense, in preparation for future competitive advantages.
-
Establish a complete product line and collaborate with GOODWAY Machine Cor. parent company to develop expertise in milling and lathe processes technologies.
-
Research and develop high-value-added new products, such as gantry cranes with moving columns and stationary beams, gantry cranes with moving columns and moving beams, high-efficiency production machines, high-speed five-axis machines, and horizontal boring machines.
-
Deepen the development of high-tech level intelligent and automated new products.
-
Actively promote aerospace machining products in line with the world's aerospace industry development trends.
-
Develop new-generation products that align with the global trend of energy-saving, carbon reduction, and green manufacturing.
-
(4) Production Strategy Layout:
-
Increase self-sufficiency rate, strengthen precision processing equipment and independent assembly capability to improve product quality.
-
The construction of the DabouMei Phase II factory will enhance the production capacity of small vertical machining centers and achieve rapid supply capabilities.
-
The Wujiang Phase II factory has entered mass production, and key precision components are supported by the parent company to increase production capacity in China.
After two years since the outbreak of the COVID-19 pandemic in 2022, the world is now facing the normalization of the pandemic, coupled with challenges such as material shortages, labor shortages, port congestion, and skyrocketing freight costs. In 2023, the post-pandemic era is marked by high global inflation, with the expectation that the Federal Reserve will raise interest rates to curb inflation, which will inevitably suppress global capital expenditures and indirectly affect the recovery of the machine tool industry. Fortunately, since the fourth quarter of 2022, global economies have gradually lifted strict pandemic controls, and major economies have released signals of partial economic activity recovery in the first quarter of 2023, which is a glimmer of hope in the current challenging industrial environment. We hope that this glimmer of hope will continue and usher in the dawn of global economic recovery.
Our Awea management team has always been diligent and prepared for all-round challenges. With your continuous support as shareholders, we believe that we have the confidence to overcome various adverse internal and external factors and enable the company to continue stable growth in the unfavorable business environment, as a way to reward your trust in the Awea management team. Once again, we thank all shareholders for their support and recognition, and wishing everyone good health and all the best!
AWEA MECHANTRONIC CO. LTD. Chief Executive Officer : Cheng-Jyun Yang
Chairman : De-Hua Yang Chief Executive Officer : Cheng-Jyun Yang Accounting Supervisor: Hong-Bin Hsu
6
(2) Audit Committee’s Review Report
AWEA MECHANTRONIC CO. LTD. Audit Committee’s Review Report
The Board of Directors has prepared and submitted to the undersigned, Audit Committee of AWEA MECHANTRONIC CO. LTD 2022 Business Report, Consolidated Financial Statements and Dividend Distribution proposal. The Consolidated Financial Statements have been duly audited by Certified Public Accountants Guei-Duan Chen and Chang-Yun Yi of Jian Zhi Accounting Firm. The above Business Report, Consolidated Financial Statements and Dividend Distribution proposal have been examined and determined to be correct and accurate by the undersigned. This Report is duly submitted in accordance with Article 219 of the Company Law.
The Audit Committee, Chairman: Mr. Yi-Min Lin
13 March 2023
7
(3) Investment Status Report of the PRC
December 31, 2022
- The names of the invested companies in China, their main business items, paid-in capital, investment approaches, remittance of funds, shareholding
ratios, investment book values, and return on investment :
| Invested Companies in China |
Main Business Items |
Paid-in Capital | Investmen t approach (Note 1) |
Cumulative investment amount remitted from Taiwan at the beginning of the current period |
The amount of investment remitted or retrieved during the current period. |
The amount of investment remitted or retrieved during the current period. |
The total amount of investment remitted from Taiwan during the current period as of the end of the period |
The current profit or loss of the invested company |
The shareholding that the company directly or indirectly invested in |
Realized Investment Gains/Losse s (Note 2) |
Ending Investment Book Value |
Investment gains remitted at the end of this period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remittance | Retrieve | |||||||||||
| Shanghai Zhuwai Mechanical And Electrical Co. Ltd. |
Sales of mechanical equipment and appliances. 、Mechanicalequipment installation 、Enterprise Management Consulting 、InternationalTrade |
USD 2,500 (NTD 76,650) (Note 3) |
2 |
USD 2,494 (NTD 76,466) (Note 3) |
- |
- |
USD 2,494 (NTD 76,466) (Note 3) |
$ 3,148 |
100% |
$ 3,667 |
$143,541 |
USD 15,438 (NTD 458,016) (Note 3) |
| Awea Mechantronic (Suzhou) Co. Ltd. |
Manufacturing and sales of mechanical equipment and appliances. 、Mechanical equipment installation 、InternationalTrade |
USD 11,400 (NTD 349,524) (Note 3) |
2 |
USD 10,400 (NTD 318,864) (Note 3) |
- |
- |
USD 10,400 (NTD 318,864) (Note 3) |
81,807 |
100% |
81,807 |
583,296 |
USD 2,306 CNY 49,580 (NTD 285,977) |
| Yiquan Machinery(Jiaxing) Co. Ltd. |
Manufacturing and sales of mechanical equipment and appliances. 、Mechanical equipment installation 、InternationalTrade |
USD 2,510 (NTD 76,957) (Note 3) |
2 |
USD 2,510 (NTD 76,957) (Note 3) |
- |
- |
USD 2,510 (NTD 76,957) (Note 3) |
(7,257) |
100% |
(7,257) |
230,394 |
- |
8
- Restrictions on investment amount for reinvestment in China.
:
| Invested Companies | The total amount of investment remitted from Taiwan to China during the current period as of the end of the period |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs |
Net investment limit to China as stipulated by the Investment Commission of the Ministry of Economic Affairs x 60% |
|---|---|---|---|
| Awea Mechantronic Co. Ltd. |
$ 395,330 (Note 3) ( USD 12,894) |
$ 426,174 (Note 3) ( USD 13,900) |
$ 1,951,606(Note 5) |
| Yih Chuan Machinery Industry Co. Ltd. |
$ 76,957 (Note 3) ( USD 2,510) |
$ 76,957 (Note 3) ( USD 2,510) |
$ 173,278(Note 5) |
Note 1 : Investment methods are classified into the following three types, only indicate the category:
-
(1) Direct investment in China.
-
(2) Investment in China through a third-country company.
-
(3) Other methods.
-
Note 2
:The basis for recognizing investment gains and losses is based on the financial statements of the same period verified by certified public accountants. -
Note 3
:The New Taiwanese dollar amounts are converted based on the spot rate on the balance sheet date. -
Note 4
:During September 2020, Dawai Mechatronics (Suzhou) Co., Ltd. merged with Awea Mechantronic (Suzhou) Co. Ltd., with Awea Mechantronic (Suzhou) Co. Ltd. being the surviving company. The merger was approved and registered by the Investment Commission in July 2021 under letter No. 11000165350. -
Note 5
:Investors are not allowed to invest in China beyond 60% of their net value accumulated to date.
9
(4) 2022 Employee and Director Bonus Distribution Report
Explanatory Notes : (1) For the fiscal year 2022, a proposed director remuneration of NTD 1,800,000 has been approved by the Board of Directors in accordance with the proposal of the Remuneration Committee, to be distributed in cash.
(2) For the fiscal year 2022, a proposed employee bonus of NTD 16,000,000 has been approved by the Board of Directors in accordance with the proposal of the Remuneration Committee, to be distributed in cash.
10
(5) Report on Funding Loans
December 31, 2022 Unit : In Thousands of New Taiwan Dollars (unless specified otherwise)
| No. (Note1) |
Lending company |
Borrowing company |
Transactions | Related party? |
Maximu m amount for the current period (Note3) |
Balance at the end of the period (Note 4) |
Actual disburse ment amount |
Interest rate range |
Nature of fund lending |
Transacti on amount |
Reasons for the need for short-term financing |
Provision for doubtful debts |
Collateral | Collateral | Limit on loans to individual borrowers (Note2) |
Total credit limit for fund lending (Note2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | Awea Mechantronic Co. Ltd. |
Yih Chuan Machinery Industry Co. Ltd. |
Other receivable s - related parties |
Yes | 230,000 | 80,000 |
70,000 |
1.8% ~ 1.925% |
Short-term funding required |
7,911 | Working Capital |
- |
Promiss ory note |
80,000 | 325,268 |
1,301,070 |
| 1 | Shanghai Zhuwai Mechanical And Electrical Co. Ltd. |
Awea Mechantronic (Suzhou) Co.Ltd. |
Other receivable s - related parties |
Yes | 87,680 | 87,680 |
87,660 |
3.8% | Short-term funding required |
- | Working Capital |
- | - | - | 145,953 | 145,953 |
| 1 | Shanghai Zhuwai Mechanical And Electrical Co. Ltd. |
Yiquan Machinery(Jiaxing) Co. Ltd. |
Other receivable s - related parties |
Yes | 7,451 | 7,451 |
7,451 |
3.65% | Short-term funding required |
- | Working Capital |
- | - | - | 145,953 | 145,953 |
Note 1 : The explanation for the numbering column is as follows:
(1)Issuer should fill in 0
(2)The investee companies shall be numbered in sequence according to company type starting from the Arabic numeral 1.
Note 2 : The individual lending limit to specific borrowers shall not exceed 10% of the current net value, and the total lending limit shall not exceed 40% of the current net value. Note 3 : The maximum balance of lending loans to others during the current fiscal year
Note 4 : The funding lending limit approved by the Board of Directors.
11
【 Ratification Items 】
Report No. 1 Proposed by the Board
Proposal : Adoption of the 2022 Business Report and Financial Statements
-
Explanation
:(1) Business report (refer to page3-6), Balance Sheet, Income Statement, Cash Flow Statement, and the Statement of Changes in Equity (refer to page 26-36) -
(2) The Company’s 2022 Financial Statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Guei-Duan Chen and Chang-Yun Yi of Jian Zhi Firm. Together with the completed audit by the Audit Committee, we hereby submit the aforementioned financial statements and business report for the approval.
Resolution :
Report No. 2 Proposed by the Board
Proposal : Adoption of the Proposal for Distribution of 2022 Profits
Explanation : As of December 31, 2022, the Company had a retained earnings balance of NT$1,237,693,064 from the beginning of the year. After adding the net profit for the year ended December 31, 2022 of NT$354,142,189, other comprehensive income of NT$2,636,547, and the fair value gain of NT$1,124,154 for recognized on equity instruments measured at fair value through other comprehensive income, and deducting the appropriation of statutory reserve of NT$35,790,289, the total amount of distributable earnings amounted to NT$1,559,805,665. Attached herewith is the Company's 2022 earnings distribution statement for your review. (Refer to page 37 for details)
Resolution :
【 Election Matters 】
Proposed by the Board
Proposal : Proposal for Election of the Directors.
Explanation :
-
(1)The tenure of the Directors will expire on June 9, 2023. The Company intends to resolve the election of the Directors at the Annual General Meeting according to applicable law. -
(2)The company proposes to elect nine Directors (including four independent directors), each of whom shall be appointed to a term of office of three years and shall be elected from the nomination list prepared by the company. -
(3)The term of office for the newly elected directors shall be from June 7, 2023 to June 6, 2026. The term of office for the current directors shall expire upon completion of current year's annual shareholders' meeting. -
(4)The qualifications of the nominated directors have been reviewed and approved by the board meeting on April 11, 2023. The personal information of the nominees is as follows:
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| Director Nominee | Education | Experience | **Present position ** | Shareholding |
|---|---|---|---|---|
| De-Hua Yang | National Chung Hsing University - Bachelor's degree |
Our company: Chairman Other company: Chairman and Chief Executive Office of GOODWAY Machine Corp. Chairman of HUNG JIU MACHINE CO., LTD. Chairman of Jia Jin Investment Co., Ltd. Chairman of Hung Hua Investment Co., Ltd. Chairman of Huahan Lease Co., Ltd. Responsible person of B-way,Billion-way(Cayman) Responsible person of YAMA SEIKI USA INC. Managing Director of Recision Machinery Research & Development Center |
Twma. Managing Director of Taiwan Machine Tool Foundation Director of Hong Hua Environmental Protection and Digital Future Foundation Director of Huan Lung Technology Co., Ltd Director general of Industry-Academia Cooperation and Training Association of Zhongke Director of Turvo International Co., Ltd. Chairman of Yang Wen-hsu Charity Foundation |
Our company: Chairman Other company: Chairman and Chief Executive Office of GOODWAY Machine Corp. Chairman of HUNG JIU MACHINE CO., LTD. Chairman of Jia Jin Investment Co., Ltd. Chairman of Hung Hua Investment Co., Ltd. Chairman of Huahan Lease Co., Ltd. Responsible person of B-way,Billion-way(Cayman) Responsible person of YAMA SEIKI USA INC. Managing Director of Recision Machinery Research & Development Center |
| Cheng-Jun Yang | National Chung Hsing University (Business Administration) -Master's degree |
Our compnay: Chief Executive Officer Responsible person of KEY BRIDGE CO., LTD. Chairman of Yih Chuan Machinery Industry Co., Ltd. Director of GOODWAY Machine Corp. |
Our compnay: Chief Executive Officer Responsible person of KEY BRIDGE CO., LTD. Chairman of Yih Chuan Machinery Industry Co., Ltd. Director of GOODWAY Machine Corp. |
0 |
| Ching-Feng Yang | National Chung Hsing University (Accounting) - Bachelor's degree |
Chief Executive Office of GOODWAY Machine Corp. |
Director of Awea Mechantronic Co. Ltd. | 130,000 |
| Representative of GOODWAY Machinery Co., Ltd. Cheng-Hsuan Wang |
Feng Chia University (Information Engineering) - Bachelor's degree |
Director of Awea Mechantronic Co. Ltd. Chairman of Global Investment Holdings. Marketing Executive Officer of GOODWAY Machine Corp. |
Director of Awea Mechantronic Co. Ltd. Chairman of Global Investment Holdings. Marketing Executive Officer of GOODWAY Machine Corp. |
47,941,311 |
| Representative of GOODWAY Machinery Co., Ltd. Kuen-Nan Chuang |
Wenshan Elementary School |
Chairman of Yo Hao Enterprise Co., Ltd. Board of GOODWAY Machine Corp. General Director of The Association of Manufacturers in the Taichung Industrial Park |
Director of Fittech Co., Ltd | 47,941,311 |
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| Independent Director Nominee |
Education | Experience | Present position | Shareholding |
|---|---|---|---|---|
| Jheng-Yong Huang | National Taipei University of Technology Industrial Design Architecture Department National Taiwan University of Science and Technology (Construction Engineering) -Bachelor's degree |
Construction Manager of San-Ching Engineering Co., Ltd. Architect of Huang Cheng-Yung Architectural firm Chairman of Te Chang Construction Co., Ltd. General Director of Taiwan Integrated Construction Engineering & Industrial Association Committee Member of Taipei City Construction Waste Disposal Review |
General Director of Taiwan Integrated Construction Engineering & Industrial Association Chairman of Te Chang Construction Co., Ltd. Chairman of Yu Hsin Development&Construction Co., Ltd. Chairman of Classic Railway International CO., Ltd. Chairman of Landplus Construction & Engineering Co., Ltd. |
0 |
| Si-Peng Hong | National Chung Hsing University (Institute of Agricultural Machinery Research) - Master's degree |
Lecturer (Mechanical Engineering) of Hsiuping University of Science and Technology |
Independent Director of Awea Mechantronic Co. Ltd. |
0 |
| Li-Ying Luo | National Kaohsiung First University of Science and Technology- Bachelor's degree |
Chief Executive Office of Fittech Co., Ltd Assistant Chief Executive Office of Da Fon Environmental Technology Co.,Ltd. |
Chief Executive Office of Fittech Co., Ltd |
0 |
| Yu-Ren Su | Grossmont College -Associate degree |
MIS Engineer of Dayungs Development Co.,Ltd |
MIS Engineer of Dayungs Development Co.,Ltd |
0 |
(5)This election is conducted in accordance with the "Regulations for Election of Directors." (6)Please proceed with the election.
Voting Result:
14
【 Discussion Items 】
Report No. 1 Proposed by the Board
Proposal: Proposal of Release the Prohibition on Directors from Participation in Competitive Business. Please proceed and discuss.
Explanation :
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(1) In accordance with Article 209 of the R.O.C. Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such as act and secure its approval.
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(2) To attract outstanding talents in the industry, it is proposed to seek the consent of the shareholders' meeting to lift the restrictions on competitive activities for the newly appointed 13th board of directors and their representatives.
(3) The details of directors' concurrent positions are as follows:
| Title | Name | Currently holding concurrent positions in other companies |
|---|---|---|
| Director | De-Hua Yang | Chairman and Chief Executive Office of GOODWAY Machine Corp. Chairman of HUNG JIU MACHINE CO., LTD. Responsible person of B-way,Billion-way(Cayman) Responsible person of YAMA SEIKI USA INC. Managing Director of Recision Machinery Research & Development Center |
| Director | Cheng-Jun Yang | Chairman of Yih Chuan Machinery Industry Co., Ltd. Director of GOODWAY Machine Corp. |
| Corporate Director and Legal Representative |
Cheng-Hsuan Wang |
Chairman of Global Investment Holdings. Marketing Executive Officer of GOODWAY Machine Corp. |
| Corporate Director and Legal Representative |
Kuen-Nan Chuang |
Director of Fittech Co., Ltd |
| Independent Director | Jheng-Yong Huang |
General Director of Taiwan Integrated Construction Engineering & Industrial Association Chairman of Te Chang Construction Co., Ltd. Chairman of Yu Hsin Development&Construction Co., Ltd. Chairman of Classic Railway International CO., Ltd. Chairman of Landplus Construction & Engineering Co., Ltd. |
| Independent Director | Li-Ying Luo | Chief Executive Office of Fittech Co., Ltd |
| Independent Director | Yu-Ren Su | MIS Engineer of Dayungs Development Co., Ltd |
- (4) Proceed to vote
Resolution :
Report No. 2 Proposed by the Board
Proposal: Amendment to the Company Corporate Charter (Articles of Incorporation). Please proceed to discuss.
Explanation:
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(1)The company intends to increase the number of directors to enhance corporate governance. -
(2)The following is a comparison table of the articles before and after the amendment
15
| Article before the amendment | Article after the amendment | Explanation |
|---|---|---|
| Article 17:The Company shall have a board of directors consisting of five to nine members, with a system of candidate nomination by shareholders. The directors shall be elected from the list of candidates for directors nominated by shareholders, and their term of office shall be three years, with the possibility of reelection. The total shareholding percentage of all directors shall comply with the regulations of the securities regulatory authority. The aforementioned board of directors shall include at least three independent directors, and the number of directors shall not be less than one-fifth of the total number of directors. Regarding the professional qualifications, shareholding, concurrent positions, election methods, and other applicable matters related to independent directors, they shall comply with the relevant regulations of the securities regulatory authority. |
Article 17:The Company shall have a board of directors consisting of seven to eleven members, with a system of candidate nomination by shareholders. The directors shall be elected from the list of candidates for directors nominated by shareholders, and their term of office shall be three years, with the possibility of reelection. The total shareholding percentage of all directors shall comply with the regulations of the securities regulatory authority. The aforementioned board of directors shall include at least three independent directors, and the number of directors shall not be less than one-fifth of the total number of directors. Regarding the professional qualifications, shareholding, concurrent positions, election methods, and other applicable matters related to independent directors, they shall comply with the relevant regulations of the securities regulatory authority. |
Increase the range of the company's director seats to strengthen corporate governance. |
| Article 32:This article of association was established on June 4th, .........., the date of the 21st amendment of the articles of association was on June 15th, 2022. |
Article 32:This article of association was established on June 4th, .........., the date of the 21st amendment of the articles of association was on June 15th, 2022, the date of the 22st amendment of the articles of association was on June 7th, 2023. |
Addition and modification frequency and dates. |
Resolution :
【 Questions and Motions 】
【 Adjournment 】
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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Appendix One
INDEPENDENT AUDITORS’ REPORT
The board of Directors and Shareholders
AWEA Mechantronic Company Limited
Opinion
We have audited the accompanying individual financial statements of AWEA Mechantronic Company Limited (the “Company”), which comprise the individual balance sheets as of December 31, 2022 and 2021, and the individual financial statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the individual financial statements, including a summary of significant accounting policies.
In our opinion, according to our auditing result and other auditors’ report (please refer to “Other Items” section), the accompanying individual financial statements prepared, in all material aspects, in accordance with the Regulations Governing the Preparation of Financial Reports by Security Issuers, and can fairly present the individual financial position of the Company as of December 31, 2022 and 2021, and its individual financial performance and its individual cash flows for the ears then ended.
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 Individual Financial Statements section in our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, according to our professional judgement, were of most significance in the audit of the Company’s individual financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the individual financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s individual financial statements for the year ended December 31, 2022 are stated as follows:
Revenue Recognition
The Company’s main source of revenue is the sales of machining center machine, and the revenue recognized in 2022 is NT$1,953,731 (in Thousands), accounting for about 86% of total operating income. And since the sales locations include Taiwan, Mainland China, Italy, United States and other markets, the sales conditions are not the same. Therefore, it is necessary to determine the timing of the transfer of the ownership risk and rewords of the sold goods according to customers’ order or contract documents. Since the timing and amount of revenue recognition have significance of impact to financial statements, we listed revenue recognition as one of the key audit matters.
For accounting policies related to revenue recognition, please refer to Note 4 to the individual financial statements.
We evaluated the rationality of sales revenue recognition, executed the cut-off tests and internal control tests to understand the Company’s sales revenue recognition processes and the design and implementation of related control systems. In addition, we performed related tests of controls to the sales and collection cycle, sampled sales contracts to confirm the accuracy of accounting system data, checked and adjusted the general ledger system data and sales system, and evaluated whether the timing of revenue recognition is handled in accordance with related statements.
Valuation of Inventory
The company is mainly engaged in the design, manufacture, and sale of special purpose machine,
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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automation equipment, and computer-controlled machine tools. As of December 31, 2022, the total inventory and allowance of loss for market price decline and obsolete and slow-moving inventories are NT$1,337,240 and NT$315,961 (in thousands), respectively. Inventories of the Company are measured by cost and net realizable value, and recorded allowance of loss for market price decline and obsolete and slow-moving inventories for inventories exceeding certain shelf life or individuals identified as obsolete. Due to fierce competition of parts market and the different speed of different parts obsolescence, the risks of loss for market price decline and obsolete is higher. The obsolete inventory items and the net realizable value method applied for their evaluation often involve subjective judgements, hence are highly uncertain. Considering the inventory and the allowance of loss for market price decline and obsolete and slow-moving inventories are in significance of impact to financial statements, we listed the allowance of loss for market price decline and obsolete and slow-moving inventories as one of the key audit matters. For inventory related policies, and key sources of evaluation and assumption of the inventory, please refer to Noe 4 and 5 to the individual financial statements, respectively.
We understand, evaluate, and test the design and implementation of inventory related internal controls. Obtain the evaluation data for inventory by the lower of cost and net realizable value prepared by managements, sampled the estimated pricing data to the latest sales record to assess the basis and reasonability of the management’s estimation of net realizable value. We also acquire inventory aging report to assess the appropriateness the policy to record the allowance of loss for market price decline and obsolete and slow-moving inventories.
Other Items
In the above mentioned individual financial statements, companies invested using equity method, YAMA SEIKI USA, INC and Huahan Leasing Co., Ltd., are not audited by us but entrusted other auditors to audit by the company. As of December 31, 2022 and 2021, the balance of investment using equity method are NT$109,850 and NT$96,604 (in thousands), respectively, both accounting for 2% of total assets. For the years ended December 31, 2022 and 2021, the proportion for these subsidiaries invested using equity method and the profit or loss of associates and joint ventures are NT$7,782 and NT$4,712 (in thousands), respectively, accounting for 2% and 3% of the profit before tax.
Responsibilities of Management and Those Charged with Governance for the Individual Financial
Statements
Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the individual financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Individual Financial Statements
Our objectives are to obtain reasonable assurance about whether the individual financial statements are free from material misstatements, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is high-level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement that 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 based on these individual financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the individual financial statements, whether
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the individual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the individual financial statements, including the disclosures, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the individual financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the individual financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Jui-Kuei Chen and Chang Yun Yi.
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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Securities and Futures Commission, Ministry of Finance Approved-certified No.: (79)Tai-Cai-Certificate(1) No.27495
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Securities and Futures Commission, Ministry of Finance Approved-certified No.: (92)Tai-Cai-Certificate(6) No.121986
EnWise CPAs & Co. Taichung, Taiwan Republic of China March 13, 2023
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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INDEPENDENT AUDITORS’ REPORT
The board of Directors and Shareholders
AWEA Mechantronic Company Limited
Opinion
We have audited the accompanying consolidated financial statements of AWEA Mechantronic Company Limited and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated financial statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, according to our auditing result and other auditors’ report, the accompanying consolidated financial statements prepared, in all material aspects, in accordance with the Regulations Governing the Preparation of Financial Reports by Security Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and ISC Interpretations (ISC) endorsed and issued into effect by the Financial Supervisory Commission of Republic of China, and can fairly present the consolidated financial position of the Company as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the ears then ended.
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 Consolidated Financial Statements section in our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, according to our professional judgement, were of most significance in the audit of the Company’s consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2022 are stated as follows:
Revenue Recognition
The Company’s main source of revenue is the sales of machining center machine, and the revenue recognized in 2022 is NT$2,965,844 (in Thousands), accounting for about 96% of total operating income. And since the sales locations include Taiwan, Mainland China, Italy, United States and other markets, the sales conditions are not the same. Therefore, it is necessary to determine the timing of the transfer of the ownership risk and rewords of the sold goods according to customers’ order or contract documents. Since the timing and amount of revenue recognition have significance of impact to financial statements, we listed revenue recognition as one of the key audit matters.
For accounting policies related to revenue recognition, please refer to Note 4 to the consolidated financial statements.
We evaluated the rationality of sales revenue recognition, executed the cut-off tests and internal control tests to understand the Company’s sales revenue recognition processes and the design and implementation of related control systems. In addition, we performed related tests of controls to the sales and collection cycle, sampled sales contracts to confirm the accuracy of accounting system data, checked and adjusted the general ledger system data and sales system, and evaluated whether the timing of revenue recognition is handled in accordance with related statements.
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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Valuation of Inventory
The company is mainly engaged in the design, manufacture, and sale of special purpose machine, automation equipment, and computer-controlled machine tools. As of December 31, 2022, the total inventory and allowance of loss for market price decline and obsolete and slow-moving inventories are NT$2,028,951 and NT$421,944 (in thousands), respectively. Inventories of the Company are measured by cost and net realizable value, and recorded allowance of loss for market price decline and obsolete and slow-moving inventories for inventories exceeding certain shelf life or individuals identified as obsolete. Due to fierce competition of parts market and the different speed of different parts obsolescence, the risks of loss for market price decline and obsolete is higher. The obsolete inventory items and the net realizable value method applied for their evaluation often involve subjective judgements, hence are highly uncertain. Considering the inventory and the allowance of loss for market price decline and obsolete and slow-moving inventories are in significance of impact to financial statements, we listed the allowance of loss for market price decline and obsolete and slow-moving inventories as one of the key audit matters. For inventory related policies, and key sources of evaluation and assumption of the inventory, please refer to Noe 4 and 5 to the consolidated financial statements, respectively.
We understand, evaluate, and test the design and implementation of inventory related internal controls. Obtain the evaluation data for inventory by the lower of cost and net realizable value prepared by managements, sampled the estimated pricing data to the latest sales record to assess the basis and reasonability of the management’s estimation of net realizable value. We also acquire inventory aging report to assess the appropriateness the policy to record the allowance of loss for market price decline and obsolete and slow-moving inventories.
Other Items – mention of other auditors’ report
In the above mentioned consolidated financial statements, companies invested using equity method, YAMA SEIKI USA, INC and Huahan Leasing Co., Ltd., are not audited by us but entrusted other auditors to audit by the company. As of December 31, 2022 and 2021, the balance of investment using equity method are NT$109,850 and NT$96,604 (in thousands), respectively, both accounting for 2% of total assets. For the years ended December 31, 2022 and 2021, the proportion for these subsidiaries invested using equity method and the profit or loss of associates and joint ventures are NT$7,782 and NT$4,712 (in thousands), respectively, both accounting for 2% of the profit before tax.
We have also audited the individual financial statements of AWEA Mechantronic Co., Ltd. as of and for the years ended December 31, 2022 and 2021 on which we have issued an unqualified opinion with Other Items section for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatements, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is high-level of assurance but is not a guarantee that an audit
22
建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement that 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 based on these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the 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 the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Jui-Kuei Chen and Chang Yun Yi.
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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Securities and Futures Commission, Ministry of Finance Approved-certified No.: (79)Tai-Cai-Certificate(1) No.27495
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Securities and Futures Commission, Ministry of Finance Approved-certified No.: (92)Tai-Cai-Certificate(6) No.121986
EnWise CPAs & Co. Taichung, Taiwan Republic of China
March 13, 2023
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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AWEA Mechantronic Company Limited
INDIVIDUAL BALANCE SHEETS
December 31, 2022 and 2021
| Code | Items CURRENT ASSETS Cash and cash equivalents Current financial assets at fair value through profit or loss Notes receivable, net Notes receivable due from related parties, net Accounts receivable, net Accounts receivable due from related parties, net Other receivables Other receivables due from related parties Current tax assets Inventories Prepayments Other current assets Total current assets NONCURRENT ASSETS Non-current Financial assets at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred income tax assets Prepayments for business facilities Guarantee deposits paid Long-term notes receivable, net Overdue receivables Total non-current assets Total assets |
Notes | In Thousands of New Taiwan Dolloars December 31,2022 31-Dec-21 Amount % Amount % $ 979,024 16 $ 629,970 11 377,002 6 172,417 3 254,096 4 170,905 3 1,060 - 15,197 - 419,852 7 486,472 9 68,917 1 119,357 2 10,629 - 9,422 - 70,042 1 65,278 1 - - - - 1,021,279 17 977,757 18 6,734 - 9,682 - 541,959 9 317,744 6 3,750,594 61 2,974,201 53 10,458 - 16,829 - 1,002,016 16 1,037,352 18 1,395,401 22 1,439,750 26 12,276 - 24,080 - 6,794 - 7,909 - 54,214 1 103,049 2 300 - 3,964 - 3,914 - 4,137 - 12,115 - 29,673 1 - - - - 2,497,488 39 2,666,743 47 $ 6,248,082 100 $ 5,640,944 100 |
In Thousands of New Taiwan Dolloars December 31,2022 31-Dec-21 Amount % Amount % $ 979,024 16 $ 629,970 11 377,002 6 172,417 3 254,096 4 170,905 3 1,060 - 15,197 - 419,852 7 486,472 9 68,917 1 119,357 2 10,629 - 9,422 - 70,042 1 65,278 1 - - - - 1,021,279 17 977,757 18 6,734 - 9,682 - 541,959 9 317,744 6 3,750,594 61 2,974,201 53 10,458 - 16,829 - 1,002,016 16 1,037,352 18 1,395,401 22 1,439,750 26 12,276 - 24,080 - 6,794 - 7,909 - 54,214 1 103,049 2 300 - 3,964 - 3,914 - 4,137 - 12,115 - 29,673 1 - - - - 2,497,488 39 2,666,743 47 $ 6,248,082 100 $ 5,640,944 100 |
|---|---|---|---|---|
| Amount % $ 979,024 16 377,002 6 254,096 4 1,060 - 419,852 7 68,917 1 10,629 - 70,042 1 - - 1,021,279 17 6,734 - 541,959 9 3,750,594 61 10,458 - 1,002,016 16 1,395,401 22 12,276 - 6,794 - 54,214 1 300 - 3,914 - 12,115 - - - 2,497,488 39 $ 6,248,082 100 |
Amount % $ 629,970 11 172,417 3 170,905 3 15,197 - 486,472 9 119,357 2 9,422 - 65,278 1 - - 977,757 18 9,682 - 317,744 6 2,974,201 53 16,829 - 1,037,352 18 1,439,750 26 24,080 - 7,909 - 103,049 2 3,964 - 4,137 - 29,673 1 - - 2,666,743 47 $ 5,640,944 100 |
|||
1100 1110 1150 1160 1170 1180 1200 1210 1220 130X 1410 1470 11XX 1517 1550 1600 1755 1780 1840 1915 1920 1931 1937 15XX 1XXX |
4 and 6 4 and 6 4 and 6 4 and 7 4 and 6 4 and 7 7 4 4 and 6 7 8 4 and 6 4 and 6 4, 6, 7 and 8 4 and 6 4 and 6 4 and 6 4 4 and 6 |
Please refer to the accompanying notes to the individual financial reports.
25
建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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AWEA Mechantronic Company Limited INDIVIDUAL BALANCE SHEETS December 31, 2022 and 2021
| Code | Items CURRENT LIABILITIES Short-term loans Short-term notes and bills payable Current contract liabilities Notes payable Notes payable to related parties Accounts payable Accounts payable to related parties Other accounts payable Other payables to related parties Current tax liabilities Current provisions Current lease obligations payable Advance receipts Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings Deferred tax liabilities Non-current lease liabilities Non-current net defined benefit liability Guarantee deposits Total non-current liabilities Total Liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE Share capital Ordinary share Capital surplus Capital surplus, additional paid-in capital arising from ordinary share Capital surplus, additional paid-in capital arising from bond conversion Capital surplus, gain on sale of fixed assets Other additional paid-in capital Retained earinings Legal reserve Special reserve Unappropriated earnings Other equity interest Exchange differences on translation of foreign financial statements Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income Total equity Total liability and equity |
Notes | In Thousands of New Taiwan Dolloars 31-Dec-21 31-Dec-20 Amount % Amount % $ 1,880,000 30 $ 1,290,000 23 289,641 5 259,907 5 73,324 1 97,752 2 393,505 6 502,033 9 11,770 - 13,279 - 72,828 1 143,508 3 1,489 - 5,750 - 89,106 1 109,798 2 1,677 - 1,850 - 47,627 1 17,995 - 11,055 - 11,240 - 11,420 - 11,606 - 42 - 11 - 2,070 - 1,224 - 2,885,554 45 2,465,953 44 - - 2,206 - 99,315 2 107,360 2 918 - 12,764 - 8,991 - 12,794 - 628 - 2,641 - 109,852 2 137,765 2 2,995,406 47 2,603,718 46 965,942 15 965,942 17 6,124 - 6,124 - 57,468 1 86,447 2 4 - 4 - 31,920 1 31,920 1 527,176 8 513,898 9 98,077 2 98,077 2 1,595,597 26 1,366,883 24 (18,699) - (36,109) (1) (10,933) - 4,040 - 3,252,676 53 3,037,226 54 $ 6,248,082 100 $ 5,640,944 100 |
In Thousands of New Taiwan Dolloars 31-Dec-21 31-Dec-20 Amount % Amount % $ 1,880,000 30 $ 1,290,000 23 289,641 5 259,907 5 73,324 1 97,752 2 393,505 6 502,033 9 11,770 - 13,279 - 72,828 1 143,508 3 1,489 - 5,750 - 89,106 1 109,798 2 1,677 - 1,850 - 47,627 1 17,995 - 11,055 - 11,240 - 11,420 - 11,606 - 42 - 11 - 2,070 - 1,224 - 2,885,554 45 2,465,953 44 - - 2,206 - 99,315 2 107,360 2 918 - 12,764 - 8,991 - 12,794 - 628 - 2,641 - 109,852 2 137,765 2 2,995,406 47 2,603,718 46 965,942 15 965,942 17 6,124 - 6,124 - 57,468 1 86,447 2 4 - 4 - 31,920 1 31,920 1 527,176 8 513,898 9 98,077 2 98,077 2 1,595,597 26 1,366,883 24 (18,699) - (36,109) (1) (10,933) - 4,040 - 3,252,676 53 3,037,226 54 $ 6,248,082 100 $ 5,640,944 100 |
|---|---|---|---|---|
| Amount % $ 1,880,000 30 289,641 5 73,324 1 393,505 6 11,770 - 72,828 1 1,489 - 89,106 1 1,677 - 47,627 1 11,055 - 11,420 - 42 - 2,070 - 2,885,554 45 - - 99,315 2 918 - 8,991 - 628 - 109,852 2 2,995,406 47 965,942 15 6,124 - 57,468 1 4 - 31,920 1 527,176 8 98,077 2 1,595,597 26 (18,699) - (10,933) - 3,252,676 53 $ 6,248,082 100 |
Amount % $ 1,290,000 23 259,907 5 97,752 2 502,033 9 13,279 - 143,508 3 5,750 - 109,798 2 1,850 - 17,995 - 11,240 - 11,606 - 11 - 1,224 - 2,465,953 44 2,206 - 107,360 2 12,764 - 12,794 - 2,641 - 137,765 2 2,603,718 46 965,942 17 6,124 - 86,447 2 4 - 31,920 1 513,898 9 98,077 2 1,366,883 24 (36,109) (1) 4,040 - 3,037,226 54 $ 5,640,944 100 |
|||
2100 2110 2130 2150 2160 2170 2180 2200 2220 2230 2250 2280 2310 2399 21XX 2540 2570 2580 2640 2645 25XX 2XXX 3100 3110 3200 3211 3213 3240 3280 3300 3310 3320 3350 3400 3410 3420 3XXX |
6 and 8 6 4 and 6 7 7 6 7 4 4 and 6 4, 6, and 7 7 6 and 8 4 and 6 4, 6, and 7 4 and 6 PARENT 6 6 6 6 |
Please refer to the accompanying notes to the individual financial reports.
26
建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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AWEA Mechantronic Company Limited INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME The years ended December 31, 2022 and 2021
| Code | Items | Notes | In Thousands of New Taiwan Dollars, Except Earnings Per Share 2022 2021 Amount % Amount % $ 2,283,658 100 $ 2,492,430 100 (1,825,556) (80) (2,077,984) (83) 458,102 20 414,446 17 (4,904) - 3,502 - 453,198 20 417,948 17 (145,146) (6) (164,727) (7) (49,140) (2) (43,936) (2) (61,294) (3) (58,193) (2) 14,901 1 (11,189) (1) (240,679) (10) (278,045) (12) 212,519 10 139,903 5 16,006 1 1,247 - 31,373 1 29,772 1 104,081 5 (30,099) (1) (19,897) (1) (9,643) - 95,775 4 50,549 2 227,338 10 41,826 2 439,857 20 181,729 7 (85,714) (4) (50,869) (2) 354,143 16 130,860 5 3,296 - (1,035) - (13,848) (1) 5,303 - (659) - 207 - 21,763 1 25,162 1 (4,353) - (5,033) - 6,199 - 24,604 1 $ 360,342 16 $155,464 6 $ 3.67 $1.35 $ 3.65 $1.35 |
In Thousands of New Taiwan Dollars, Except Earnings Per Share 2022 2021 Amount % Amount % $ 2,283,658 100 $ 2,492,430 100 (1,825,556) (80) (2,077,984) (83) 458,102 20 414,446 17 (4,904) - 3,502 - 453,198 20 417,948 17 (145,146) (6) (164,727) (7) (49,140) (2) (43,936) (2) (61,294) (3) (58,193) (2) 14,901 1 (11,189) (1) (240,679) (10) (278,045) (12) 212,519 10 139,903 5 16,006 1 1,247 - 31,373 1 29,772 1 104,081 5 (30,099) (1) (19,897) (1) (9,643) - 95,775 4 50,549 2 227,338 10 41,826 2 439,857 20 181,729 7 (85,714) (4) (50,869) (2) 354,143 16 130,860 5 3,296 - (1,035) - (13,848) (1) 5,303 - (659) - 207 - 21,763 1 25,162 1 (4,353) - (5,033) - 6,199 - 24,604 1 $ 360,342 16 $155,464 6 $ 3.67 $1.35 $ 3.65 $1.35 |
|---|---|---|---|---|
| Amount % $ 2,283,658 100 (1,825,556) (80) 458,102 20 (4,904) - 453,198 20 (145,146) (6) (49,140) (2) (61,294) (3) 14,901 1 (240,679) (10) 212,519 10 16,006 1 31,373 1 104,081 5 (19,897) (1) 95,775 4 227,338 10 439,857 20 (85,714) (4) 354,143 16 3,296 - (13,848) (1) (659) - 21,763 1 (4,353) - 6,199 - $ 360,342 16 $ 3.67 $ 3.65 |
Amount % $ 2,492,430 100 (2,077,984) (83) 414,446 17 3,502 - 417,948 17 (164,727) (7) (43,936) (2) (58,193) (2) (11,189) (1) (278,045) (12) 139,903 5 1,247 - 29,772 1 (30,099) (1) (9,643) - 50,549 2 41,826 2 181,729 7 (50,869) (2) 130,860 5 (1,035) - 5,303 - 207 - 25,162 1 (5,033) - 24,604 1 $155,464 6 $1.35 $1.35 |
|||
| 4000 5000 5900 5920 5950 6100 6200 6300 6450 6000 6900 7100 7010 7020 7050 7070 7000 7900 7950 8200 8310 8311 8316 8349 8360 8361 8399 8300 8500 9750 9850 |
NET REVENUE COST OF REVENUE GROSS PROFIT (Un)Realized profit on sales Gross profit, net OPERATING EXPENSES Marketing Management Research and development Expected credit loss (gain) Total operating expenses INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance cost Share of Profit or Loss of Associates & Joint Ventures Accounted for Using Equity Method Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gain on investments in equity instruments at fair value through other comprehensive income Income tax benefit (expense) related to items that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Income tax benefit (expense) related to items that may be reclassified subsequently Other comprehensive income (loss), net of income tax TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE Basic earnings per share Diluted earnings per share |
6 and 7 6 and 7 7 6 and 7 4 and 6 6 4 and 6 |
Please refer to notes to the individual financial reports.
27
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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Please refer to the accompanying notes to the individual financial statements.
28
建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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AWEA Mechantronic Company Limited
INDIVIDUAL STATEMENTS OF CASHFLOWS
The years ended December 31, 2022 and 2021
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustment for: Depreciation expense Amortization expense Expected credit losses recognized (reversal) on investments in debt instruments Interest expense Interest income Dividend revenue Share of profit (loss) of associates and joint ventures accounted for using equity method, Financial instruments at fair value through profit or loss Loss (gain) on disposal or retirement of property, plant and equipment Loss (gain) on disposal or retirement of intangible assets Profit from lease modification Gains on disposals of investments Unrealized (realized) gain from sale Changes in operating assets and liabilities: Notes receivable Notes receivable from related parties Account receivables Account receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Overdue receivables Long-term notes receivable Current contractual liabilities Notes payable Notes payable from related parties Accounts payable Accounts payable from related parties Other payables Other payables from related parties Provisions Advance receipts Other current liabilities Net defined benefit liability Cash generated from operations Interest received Income tax received (paid) Net cash generated by operating activities (Continued) |
In Thousands of New Taiwan Dollars 2022 2021 $ 439,857 $ 181,729 72,373 79,185 1,915 1,311 (14,901) 11,189 19,897 9,643 (16,006) (1,247) (18,114) (1,724) (95,775) (50,549) 11,149 (7,073) 241 (1,190) - 48 (283) - (2,095) - 4,904 (3,502) (84,082) (8,052) 14,137 (13,233) 87,423 (10,826) 50,580 6,811 2,707 (4,179) 236 (190) (43,522) (120,929) 2,948 22,441 (254) 8,582 (6,784) 2,494 19,191 5,969 (24,428) 23,336 (108,528) 209,036 (1,509) 8,463 (70,680) 11,725 (4,261) 1,849 (19,636) 3,087 (173) 153 (185) (11,190) 31 (960) 846 (52) (507) (598) 216,712 351,557 12,091 1,221 (19,885) 9,342 208,918 362,120 |
In Thousands of New Taiwan Dollars 2022 2021 $ 439,857 $ 181,729 72,373 79,185 1,915 1,311 (14,901) 11,189 19,897 9,643 (16,006) (1,247) (18,114) (1,724) (95,775) (50,549) 11,149 (7,073) 241 (1,190) - 48 (283) - (2,095) - 4,904 (3,502) (84,082) (8,052) 14,137 (13,233) 87,423 (10,826) 50,580 6,811 2,707 (4,179) 236 (190) (43,522) (120,929) 2,948 22,441 (254) 8,582 (6,784) 2,494 19,191 5,969 (24,428) 23,336 (108,528) 209,036 (1,509) 8,463 (70,680) 11,725 (4,261) 1,849 (19,636) 3,087 (173) 153 (185) (11,190) 31 (960) 846 (52) (507) (598) 216,712 351,557 12,091 1,221 (19,885) 9,342 208,918 362,120 |
|---|---|---|
| $ 439,857 72,373 1,915 (14,901) 19,897 (16,006) (18,114) (95,775) 11,149 241 - (283) (2,095) 4,904 (84,082) 14,137 87,423 50,580 2,707 236 (43,522) 2,948 (254) (6,784) 19,191 (24,428) (108,528) (1,509) (70,680) (4,261) (19,636) (173) (185) 31 846 (507) |
$ 181,729 79,185 1,311 11,189 9,643 (1,247) (1,724) (50,549) (7,073) (1,190) 48 - - (3,502) (8,052) (13,233) (10,826) 6,811 (4,179) (190) (120,929) 22,441 8,582 2,494 5,969 23,336 209,036 8,463 11,725 1,849 3,087 153 (11,190) (960) (52) (598) |
|
| 216,712 12,091 (19,885) |
351,557 1,221 9,342 |
|
| 208,918 | 362,120 | |
29
建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1
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TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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(Continued)
AWEA Mechantronic Company Limited
INDIVIDUAL STATEMENTS OF CASHFLOWS
The years ended December 31, 2022 and 2021
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisitions of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisitions of investments accounted for using equity method Acquisitions of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in guarantee deposits paid Increase in other receivables from related parties Acquisitions of intangible assets Increase in other financial assets Decrease (increase) in prepayments for business facilities Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Increase (decrease) in short-term notes payable Increase (decrease) in long-term borrowings Increase (decrease) in guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends paid Interest paid Net cash generated (used) in financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR |
In Thousands of New Taiwan Dollars 2022 2021 (236,175) (159,812) 22,536 - (11,268) (11,549) 3,790 8,539 - (7,333) (20,297) (8,855) 2,272 1,190 223 3,749 (5,000) (65,000) (800) (4,314) (223,962) (46,420) 3,664 (754) 165,665 84,352 (299,352) (206,207) 590,000 412,065 29,734 (199,904) (2,206) 939 (2,013) 1,700 (11,410) (11,654) (144,890) (241,484) (19,727) (9,069) 439,488 (47,407) 349,054 108,506 629,970 521,464 $ 979,024 $ 629,970 |
In Thousands of New Taiwan Dollars 2022 2021 (236,175) (159,812) 22,536 - (11,268) (11,549) 3,790 8,539 - (7,333) (20,297) (8,855) 2,272 1,190 223 3,749 (5,000) (65,000) (800) (4,314) (223,962) (46,420) 3,664 (754) 165,665 84,352 (299,352) (206,207) 590,000 412,065 29,734 (199,904) (2,206) 939 (2,013) 1,700 (11,410) (11,654) (144,890) (241,484) (19,727) (9,069) 439,488 (47,407) 349,054 108,506 629,970 521,464 $ 979,024 $ 629,970 |
|---|---|---|
| (236,175) 22,536 (11,268) 3,790 - (20,297) 2,272 223 (5,000) (800) (223,962) 3,664 165,665 |
(159,812) - (11,549) 8,539 (7,333) (8,855) 1,190 3,749 (65,000) (4,314) (46,420) (754) 84,352 |
|
| (299,352) | (206,207) | |
| 590,000 29,734 (2,206) (2,013) (11,410) (144,890) (19,727) |
412,065 (199,904) 939 1,700 (11,654) (241,484) (9,069) |
|
| 439,488 | (47,407) | |
| 349,054 629,970 |
108,506 521,464 |
|
| $ 979,024 | $ 629,970 |
Please refer to the accompanying notes to the individual financial statements.
30
建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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AWEA Mechantronic Company Limited CONSOLIDATED BALANCE SHEETS
December 31, 2022 and 2021
| Code | Items CURRENT ASSETS Cash and cash equivalents Current financial assets at fair value through profit or loss Notes receivable, net Notes receivable due from related parties, net Accounts receivable, net Accounts receivable due from related parties, net Other receivables Other receivables due from related parties Current tax assets Inventories Prepayments Other current assets Total current assets NONCURRENT ASSETS Non-current Financial assets at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Intangible assets Deferred income tax assets Prepayments for business facilities Guarantee deposits paid Long-term notes receivable, net Overdue receivables Other non-current assets Total non-current assets Total assets |
Notes 4 and 6 4 and 6 4 and 6 4 and 7 4 and 6 4 and 7 7 4 4 and 6 7 8 4 and 6 4 and 6 4, 6, 7 and 8 4, 6 and 8 4 and 6 4 and 6 4 4 and 6 |
December 31,2022 | In Thousands of New Taiwan Dolloars December 31,2022 % Amount % 17 $ 937,652 15 5 172,417 3 6 247,478 4 - 3,765 - 7 526,533 9 - 13,810 - - 9,628 - - 174 - - 732 - 24 1,549,646 25 1 75,973 1 8 321,502 5 68 3,859,310 62 - 16,829 - 2 96,604 3 26 1,872,994 30 2 146,084 2 - 12,043 - 1 148,210 2 - 3,964 - - 12,931 - 1 29,673 1 - - - - 8,638 - 32 2,347,970 38 100 $ 6,207,280 100 |
In Thousands of New Taiwan Dolloars December 31,2022 % Amount % 17 $ 937,652 15 5 172,417 3 6 247,478 4 - 3,765 - 7 526,533 9 - 13,810 - - 9,628 - - 174 - - 732 - 24 1,549,646 25 1 75,973 1 8 321,502 5 68 3,859,310 62 - 16,829 - 2 96,604 3 26 1,872,994 30 2 146,084 2 - 12,043 - 1 148,210 2 - 3,964 - - 12,931 - 1 29,673 1 - - - - 8,638 - 32 2,347,970 38 100 $ 6,207,280 100 |
In Thousands of New Taiwan Dolloars December 31,2022 % Amount % 17 $ 937,652 15 5 172,417 3 6 247,478 4 - 3,765 - 7 526,533 9 - 13,810 - - 9,628 - - 174 - - 732 - 24 1,549,646 25 1 75,973 1 8 321,502 5 68 3,859,310 62 - 16,829 - 2 96,604 3 26 1,872,994 30 2 146,084 2 - 12,043 - 1 148,210 2 - 3,964 - - 12,931 - 1 29,673 1 - - - - 8,638 - 32 2,347,970 38 100 $ 6,207,280 100 |
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 1100 1110 1150 1160 1170 1180 1200 1210 1220 130x 1410 1470 11xx 1517 1550 1600 1755 1780 1840 1915 1920 1931 1937 1990 15xx 1xxx |
$ 1,132,171 377,002 381,640 4,274 457,612 33,566 10,766 - 143 1,607,007 57,859 542,186 |
17 5 6 - 7 - - - - 24 1 8 |
$ 937,652 172,417 247,478 3,765 526,533 13,810 9,628 174 732 1,549,646 75,973 321,502 |
15 3 4 - 9 - - - - 25 1 5 |
||
| 4,604,226 | 68 | 3,859,310 | 62 | |||
10,458 109,850 1,797,473 132,035 10,368 101,283 300 7,146 12,115 - 6,544 |
- 2 26 2 - 1 - - 1 - - |
16,829 96,604 1,872,994 146,084 12,043 148,210 3,964 12,931 29,673 - 8,638 |
- 3 30 2 - 2 - - 1 - - |
|||
| 2,187,572 | 32 | 2,347,970 | 38 | |||
| $ 6,791,798 | 100 | $ 6,207,280 | 100 |
Please refer to the accompanying notes to the consolidated financial reports.
31
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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AWEA Mechantronic Company Limited CONSOLIDATED BALANCE SHEETS December 31, 2022 and 2021
| Code | Items Notes CURRENT LIABILITIES Short-term loans 6 and 8 Short-term notes and bills payable 6 Current contract liabilities 4 and 6 Notes payable Notes payable to related parties 7 Accounts payable Accounts payable to related parties 7 Other accounts payable 6 Other payables to related parties 7 Current tax liabilities 4 Current provisions 4 and 6 Current lease obligations payable 4, 6, and 7 Advance receipts 7 Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings 6 and 8 Deferred tax liabilities 4 and 6 Non-current lease liabilities 4, 6, and 7 Long-term deferred revenue Non-current net defined benefit liability 4 and 6 Guarantee deposits Total non-current liabilities Total Liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT Share capital 6 Ordinary share Capital surplus 6 Capital surplus, additional paid-in capital arising from ordinary share Capital surplus, additional paid-in capital arising from bond conversion Capital surplus, gain on sale of fixed assets Other additional paid-in capital Retained earinings 6 Legal reserve Special reserve Unappropriated earnings Other equity interest 6 Exchange differences on translation of foreign financial statements Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income Total equity attributable to shareholders of parent Non-controlling interests 6 Total equity Total liability and equity |
December 31,2022 | In Thousands of New Taiwan Dolloars December 31,2022 % Amount % 29 $ 1,335,781 22 4 259,907 4 3 220,951 4 6 518,234 8 - 17,034 - 3 278,516 5 - 591 - 2 139,559 2 - 1,476 - 1 27,390 1 - 12,934 - - 11,606 - - 12 - - 1,242 - 48 2,825,233 46 - 62,672 1 2 121,459 2 - 12,764 - - 11,698 - - 12,794 - - 4,173 - 2 225,560 3 50 3,050,793 49 14 965,942 16 - 6,124 - 1 86,447 1 - 4 - - 31,920 1 8 513,898 8 1 98,077 2 24 1,366,883 22 - (36,109) (1) - 4,040 - 48 3,037,226 49 2 119,261 2 50 3,156,487 51 100$6,207,280 100 |
In Thousands of New Taiwan Dolloars December 31,2022 % Amount % 29 $ 1,335,781 22 4 259,907 4 3 220,951 4 6 518,234 8 - 17,034 - 3 278,516 5 - 591 - 2 139,559 2 - 1,476 - 1 27,390 1 - 12,934 - - 11,606 - - 12 - - 1,242 - 48 2,825,233 46 - 62,672 1 2 121,459 2 - 12,764 - - 11,698 - - 12,794 - - 4,173 - 2 225,560 3 50 3,050,793 49 14 965,942 16 - 6,124 - 1 86,447 1 - 4 - - 31,920 1 8 513,898 8 1 98,077 2 24 1,366,883 22 - (36,109) (1) - 4,040 - 48 3,037,226 49 2 119,261 2 50 3,156,487 51 100$6,207,280 100 |
In Thousands of New Taiwan Dolloars December 31,2022 % Amount % 29 $ 1,335,781 22 4 259,907 4 3 220,951 4 6 518,234 8 - 17,034 - 3 278,516 5 - 591 - 2 139,559 2 - 1,476 - 1 27,390 1 - 12,934 - - 11,606 - - 12 - - 1,242 - 48 2,825,233 46 - 62,672 1 2 121,459 2 - 12,764 - - 11,698 - - 12,794 - - 4,173 - 2 225,560 3 50 3,050,793 49 14 965,942 16 - 6,124 - 1 86,447 1 - 4 - - 31,920 1 8 513,898 8 1 98,077 2 24 1,366,883 22 - (36,109) (1) - 4,040 - 48 3,037,226 49 2 119,261 2 50 3,156,487 51 100$6,207,280 100 |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 2100 2110 2130 2150 2160 2170 2180 2200 2220 2230 2250 2280 2310 2399 21xx 2540 2570 2580 2630 2640 2645 25xx 2xxx 3100 3110 3200 3211 3213 3240 3280 3300 3310 3320 3350 3400 3410 3420 31xx 36xx 3xxx |
$ 1,954,949 289,641 225,013 393,849 514 201,312 799 128,889 2,007 64,623 12,445 11,420 934 2,099 |
29 4 3 6 - 3 - 2 - 1 - - - - |
$ 1,335,781 259,907 220,951 518,234 17,034 278,516 591 139,559 1,476 27,390 12,934 11,606 12 1,242 |
22 4 4 8 - 5 - 2 - 1 - - - - |
|
| 3,288,494 | 48 | 2,825,233 | 46 | ||
- 112,224 918 10,793 8,991 2,183 |
- 2 - - - - |
62,672 121,459 12,764 11,698 12,794 4,173 |
1 2 - - - - |
||
| 135,109 | 2 | 225,560 | 3 | ||
| 3,423,603 | 50 | 3,050,793 | 49 | ||
| 965,942 6,124 57,468 4 31,920 527,176 98,077 1,595,597 (18,699) (10,933) |
14 - 1 - - 8 1 24 - - |
965,942 6,124 86,447 4 31,920 513,898 98,077 1,366,883 (36,109) 4,040 |
16 - 1 - 1 8 2 22 (1) - |
||
| 3,252,676 115,519 |
48 2 |
3,037,226 119,261 |
49 2 |
||
| 3,368,195 | 50 | 3,156,487 | 51 | ||
| $6,791,798 | 100 | $6,207,280 | 100 |
Please refer to the accompanying notes to the consolidated financial reports.
32
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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
==> picture [90 x 60] intentionally omitted <==
AWEA Mechantronic Company Limited CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
The years ended December 31, 2022 and 2021 In Thousands of New Taiwan Dollars, Except Earnings Per Share
| Code | Items NET REVENUE COST OF REVENUE GROSS PROFIT (Un)Realized profit on sales Gross profit, net OPERATING EXPENSES Marketing Management Research and development Expected credit loss (gain) Total operating expenses INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance cost Share of Profit or Loss of Associates & Joint Ventures Accounted for Using Equity Method Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gain on investments in equity instruments at fair value through other comprehensive income Income tax benefit (expense) related to items that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Income tax benefit (expense) related to items that may be reclassified subsequently Other comprehensive income (loss), net of income tax TOTAL COMPREHENSIVE INCOME NET INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests EARNINGS PER SHARE Basic earnings per share Diluted earnings per share |
Notes 6 and 7 6 and 7 6 4 and 6 6 4 and 6 |
2022 | 2021 |
|---|---|---|---|---|
| Amount % $ 3,100,517 100 (2,432,617) (78) 667,900 22 (4,900) - 663,000 22 (188,205) (6) (128,520) (4) (61,671) (2) 13,621 - (364,775) (12) 298,225 10 15,972 1 46,011 2 117,800 4 (26,002) (1) 7,782 - 161,563 5 459,788 15 (110,501) (4) 349,287 11 3,296 - (13,848) - (659) - 23,155 - (4,631) - 7,313 - $ 356,600 11 $ 354,143 11 (4,856) - $ 349,287 11 $ 360,342 11 (3,742) - $ 356,600 11 $ 3.67 $ 3.65 |
Amount % $ 3,630,956 100 (2,951,020) (81) 679,936 19 1,924 - 681,860 19 (217,903) (6) (125,687) (4) (60,627) (2) (11,444) - (415,661) (12) 266,199 7 4,226 - 35,444 1 (58,340) (2) (14,441) - 4,712 - (28,399) (1) 237,800 6 (115,767) (3) 122,033 3 (1,035) - 5,303 - 207 - 24,490 1 (4,898) - 24,067 1 $146,100 4 $ 130,860 3 (8,827) - $122,033 3 $ 155,464 4 (9,364) - $146,100 4 $1.35 $1.35 |
|||
| 4000 5000 5900 5920 5950 6100 6200 6300 6450 6000 6900 7100 7010 7020 7050 7060 7000 7900 7950 8200 8310 8311 8316 8349 8360 8361 8399 8300 8500 8600 8610 8620 8700 8710 8720 9750 9850 |
Please refer to notes to the individual financial reports.
33
==> picture [67 x 51] intentionally omitted <==
建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
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==> picture [766 x 359] intentionally omitted <==
Please refer to the accompanying notes to the consolidated financial statements.
34
建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
==> picture [67 x 51] intentionally omitted <==
==> picture [90 x 60] intentionally omitted <==
AWEA Mechantronic Company Limited
CONSOLIDATED STATEMENTS OF CASHFLOWS
The years ended December 31, 2022 and 2021In Thousands of New Taiwan Dollars
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustment for: Depreciation expense Amortization expense Expected credit losses recognized (reversal) on investments in debt instruments Interest expense Interest income Dividend revenue Share of profit (loss) of associates and joint ventures accounted for using equity method, Gain on disposal or retirement of property, plant and equipment Loss on disposal or retirement of intangible assets Unrealized (realized) gain from sale Other income Profit from lease modification Gains on disposals of investments Loss (gain) on valuation of financial asset Changes in operating assets and liabilities: Notes receivable Notes receivable from related parties Account receivables Account receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Overdue receivables Long-term notes receivable Contractual liabilities Notes payable Notes payable from related parties Accounts payable Accounts payable from related parties Other payables Other payables from related parties Provisions Advance receipts Other current liabilities Net defined benefit liability Cash generated from operations Interest received Income tax paid Net cash generated by operating activities (Continued) |
2022 | 2021 |
|---|---|---|
| $ 459,788 115,080 2,965 (13,621) 26,002 (15,972) (18,114) (7,782) (211) - 4,900 (1,081) (283) (2,095) 11,149 (134,978) (509) 88,299 (19,617) 2,777 174 (57,361) 18,114 (255) (6,784) 19,191 4,062 (124,385) (16,520) (77,204) 208 (9,489) 531 (513) 922 857 (507) |
$ 237,800 117,382 2,406 11,444 14,441 (4,226) (1,724) (4,712) (1,499) 48 (1,924) (1,063) (88) - (7,073) 109,807 (2,783) 7,459 32,232 (3,763) (119) (203,306) 17,707 9,169 2,494 5,969 (641) 218,303 16,124 19,441 (4,289) (35,024) (96) (11,896) (719) (155) (578) |
|
| 247,738 12,058 (37,909) |
536,548 4,226 (62,093) |
|
| 221,887 | 478,681 | |
35
建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918
==> picture [67 x 51] intentionally omitted <==
==> picture [90 x 60] intentionally omitted <==
(Continued)
AWEA Mechantronic Company Limited
CONSOLIDATED STATEMENTS OF CASHFLOWS
The years ended December 31, 2022 and 2021In Thousands of New Taiwan Dollars
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisitions of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisitions of investments accounted for using equity method Acquisitions of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisitions of intangible assets Decrease in prepayments for business facilities Decrease (increase) in guarantee deposits paid Decrease (increase) in other non-current assets Dividends received Increase in other financial assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Increase (decrease) in short-term notes payable Increase (decrease) in long-term borrowings Repayment of the principal portion of lease liabilities Increase (decrease) in guarantee deposits received Cash dividends paid Interest paid Net cash generated (used) in financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR |
2022 | 2021 |
|---|---|---|
| (236,175) 22,536 (11,268) 3,791 - (22,340) 3,740 (1,246) 3,664 5,785 2,094 18,114 (220,429) |
(159,812) - (11,549) 8,540 (7,333) (58,104) 3,519 (4,639) 3,228 (1,686) (3,097) 1,724 (42,719) |
|
| (431,734) | (271,928) | |
| 619,168 29,734 (62,672) (11,410) (1,990) (25,793) (144,890) |
227,313 (229,893) 61,405 (14,914) 1,688 (13,894) (241,485) |
|
| 402,147 | (209,780) | |
| 2,219 | 32,871 | |
| 194,519 937,652 |
29,844 907,808 |
|
| $ 1,132,171 | $ 937,652 |
Please refer to the accompanying notes to the consolidated financial statements.
36
Appendix Two
AWEA MECHANTRONIC CO. LTD.
2022 PROFIT DISTRIBUTION TABLE
Unit: New Taiwan Dollars
| Item | Amount | Amount | Note |
|---|---|---|---|
| Subtotal | Total | ||
| Balance at the beginning at the year Adjustment :Add: 2022 Net profit after tax Add: Other comprehensive income Add: Disposal of equity instruments measured at fair value through other comprehensive income. Minus: Appropriation to legal reserve Distributable net profit Distribution item :Shareholders' dividend - Cash (NTD 1.6 per share) Unappropriated retained earnings at the end of the year |
354,142,189 2,636,547 1,124,154 (35,790,289) (154,550,674) |
$1,237,693,064 1,559,805,665 $1,405,254,991 |
Note 1 |
Chairman : De-Hua Yang Chief Executive Officer : Cheng-Jyun Yang Accounting Supervisor: Hong-Bin Hsu
Note :
Note 1 : According to the regulations in the company's articles of association, 10% of after-tax net profits will be appropriated as legal reserve.
- $357,902,890*10%=$35,790,289
Note 2 :
-
(1)Shareholder dividend: distribute cash dividend of NT$1.6 per share; after approval by the shareholder's meeting, authorize the chairman to set the ex-dividend date for distribution. -
(2)The cash dividend is calculated up to the nearest NT$1. Any amount less than NT$1 will be rounded down and the total amount of the small odd amount less than one dollar will be adjusted by decimal point numbers from large to small and by account numbers from front to back until it matches the total cash dividend distribution. -
(3)In the event of any future changes to the company's capital stock which may affect the number of outstanding shares and consequently result in a variation to the shareholder's dividend rate, the Chairman will be authorized by the shareholder's meeting to take full responsibility for addressing the matter.
37
Appendix Three
AWEA MECHANTRONIC CO. LTD.
Articles of Incorporation
Chapter 1 General Provisions
-
Article 1: The Company shall be incorporated under the Company Act of the R.O.C, and its name shall be AWEA MECHANTRONIC CO. LTD.
-
Article 2: The business operations of our company are as follows:
-
CB01010 Mechanical Equipment Manufacturing
-
CC01110 Computer and Peripheral Equipment Manufacturing
-
I501010 Product Designing
-
F113010 Wholesale of Machinery
-
F213080 Retail Sale of Other Machinery and Equipment
-
ZZ99999 All business items that are not prohibited or restricted by law except those that are subject to special approval.
-
Article 3: The Company shall have its head office in Hsinchu City, R.O.C, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices
-
within or outside the territory of the Republic of China when deemed necessary.
-
Article 4: The company's announcement method is to be published in a prominent section of the daily newspaper in the city or province where the company is located and communicated through correspondence.
Chapter 2 Capital Stock
-
Article 5: The total amount of investments made by the AWEA shall not be limited by Article 13 of the Company Act and may exceed 40% of the paid-in capital.
-
Article 6: This company and its related entities may provide mutual guarantees to each other. Article 7: The authorized capital of the company is NTD 1.2 billion, divided into 120 million shares at par value of NTD 10 per share, The Board of Directors is authorized to issue shares in batches. Among them, NTD 50 million is divided into 5 million shares at
-
NTD 10 per share, reserved for issuance of employee stock option certificates.
-
Article 8: When the company issues stocks, they are signed or stamped by the director on behalf of the company. They are then authenticated by a bank authorized to issue stock certificates before being issued.
-
The company's shares may be issued without printed stock certificates, and must be registered with a securities central depository institution for safekeeping.
-
Article 9: When AWEA increases its capital and issues new shares in the future, according to the Company Act, 10% to 15% of the newly issued shares should be reserved for priority subscription by current employees of the company. The proportion of employee priority subscription for each capital increase shall be determined by the board of directors.
-
Article 10: Within 60 days prior to each regular shareholders' meeting, 30 days prior to any extraordinary shareholders' meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other benefits, the transfer of stock shall be suspended.
Chapter 3 Shareholders' Meeting
38
Article 11: Shareholders meetings of the Company are of two kinds: (1) regular meeting and (2) special meeting. Regular meetings shall be convened at least once a year by the Board of Directors according to the law within six months after close of each fiscal year. Special meetings shall be convened whenever necessary according to the laws and regulations. At the company's shareholders' meeting, it is permissible to conduct meetings via video conferencing or other methods as announced by the Ministry of Economic Affairs.
Article 12: When a shareholder is unable to attend the shareholders' meeting due to circumstances , they may issue a proxy letter issued by the company specifying the authorized scope of the proxy to delegate an agent to attend. The method for shareholders to authorize attendance, except as provided in Article 177 of the Company Act, shall be in accordance with the "Regulations for the Use of Proxy Forms by Publicly Listed Companies for Attending Shareholders' Meetings" issued by the competent authority." Article 13: The shareholders' meeting shall be convened by the board of directors and chaired by the chairman of the board. In case of the chairman's absence, a director designated by the chairman shall act as the proxy. If not specified, one shall be elected by the directors; if convened by a person other than the board of directors, the chairman shall be assumed by the convenor. When there are two or more convenors, they shall elect one to act as the chairman. Article 14: Each shareholder of the Company shall have one voting right per share, provided that any shareholder who falls under the circumstances specified in Article 179 of the Company Act shall have no voting rights. Article 15: Unless otherwise provided for in the Company Act, a meeting of shareholders shall proceed only if attended by shareholders representing more than one-half of the total outstanding capital stock of the Company. Resolutions of a shareholders meeting shall be made at the meeting with the concurrence of a majority of the votes held by the shareholders present at the meeting. Article 16: The resolutions of the shareholders' meeting shall be recorded in the minutes of the meeting and handled in accordance with Article 183 of the Company Law or other relevant laws and regulations. Chapter 4 Board of Directors and Audit Committee Article 17: The Company shall have a Board of Directors consisting of five to nine members,. nominated through a candidate nomination system, and elected from the list of director candidates by the shareholders. The term of office shall be three years, and consecutive re-election is permitted. The total shareholding ratio of all directors shall be handled in accordance with the regulations of the competent securities
39
authority.
Among the director seats mentioned above, there shall be at least three independent directors, and the number of director seats shall not be less than one-fifth of the total director seats. Matters relating to the professional qualifications, shareholdings, concurrent positions, methods of election, and other applicable matters of independent directors shall be subject to the relevant regulations of the competent securities authority.
Article 18: The Directors shall constitute the Board of Directors and shall elect one Chairman (and one vice Chairman) of the Board from among themselves by a majority at a meeting attended by at least two-thirds of the Directors. The Chairman shall externally represent the Company.
The board of directors shall hold a meeting once every quarter and shall notify all directors of the agenda at least seven days in advance. However, in case of emergency, the meeting may be convened at any time. The notice of the board meeting may be replaced by fax, email, or other electronic means. The board of directors shall, except for the first board meeting of each quarter convened in accordance with Article 203 of the Company Act, Board meeting shall be called and chaired by the Chairman of the Board. In case the Chairman of the Board of Directors is on leave or absent or can not exercise his power and authority for any cause, a delegate shall be appointed in compliance with Article 208 of the Company Act.
Directors are required to personally attend board meetings. If a director is unable to attend due to circumstances, he or she may delegate another person as a proxy, with a limit of one proxy per person. If a video conference is used for the board
meeting , a director who participates via video conference is deemed to be present in person.
The Company may purchase liability insurance for the directors' execution of their
business responsibilities during their term of office as required by law.
-
Article 19: The Company has established an Audit Committee in accordance with the Securities Exchange Act, which should be composed of all independent directors and responsible for performing duties prescribed by the Securities Exchange Act, Company Act, and other applicable laws and regulations. The Company's Board of Directors may also establish a Remuneration Committee or other functional committees as needed for business operations.
-
Article 20: When the directors of this Company perform their duties, regardless of the Company's profitability, the Company may provide remuneration to them. The remuneration for the Chairman and directors shall be determined by the Board of Directors, taking into account their level of participation in the Company's operations and their contribution value, as well as domestic and international industry standards.
-
Article 21: Resolution of Significant Matters Resolutions related to the following significant matters of the Company shall require the attendance of at least two-thirds of the directors and approval of at least half of the directors present.
40
-
Proposed amendments to the company's articles of association
-
Capital increase and issuance of new shares.
-
Approval of annual budget and audit of financial statements.
-
Distribution of profits or resolution of losses.
-
Approval of endorsement, acceptance, and guarantee transactions under the name of the company (AWEA MECHANTRONIC CO. LTD).
-
Acquisition, transfer, and approval of technical cooperation contracts
-
Cross-investment in related businesses Article 22: The board of directors' proceedings should be recorded in writing and signed and stamped by the chairperson. Within 20 days after the meeting, the minutes of the meeting should be distributed to all directors, and the minutes should include the important matters and results of the proceedings including the minutes of the meeting, the attendance record of the directors, and the proxy for attendance should be kept together and stored by the company. Article 23: Deleted
Chapter 5 Chief Executive Officers and Employees Article 24: The Company may have one or more Chief Executive Officers. Appointment, discharge and the remuneration of the managerial officers shall be in compliance with Article 29 of the Company Act. Article 25: The Company may engage consultants by resolution of the Board of Directors. Chapter 6 Consolidated Article 26: After the close of each fiscal year, a report on operations shall be prepared by the Board of Directors, and shall be submitted to the regular meeting of shareholders for acceptance. 1. Business report 2. Financial statements. 3. Proposal for profit distribution or loss offset Article 27: 1. Employee and Director Remuneration If the Company is profitable (defined as pre-tax profit before deducting employee and director remuneration), it shall set aside 3% to 8% for employee remuneration and no more than 2% for director remuneration annually. Eligible employees of subsidiary companies may receive a portion of the aforementioned employee remuneration, subject to conditions and methods set by the Board of Directors. However, if the Company has accumulated losses, an amount for loss compensation shall be reserved in advance. 2. Profit Distribution After the annual financial statements are prepared, apart from paying taxes and donations as required by law and offsetting the previous year's losses, 10% of the remaining profit should be allocated to the statutory surplus reserve and a special surplus reserve as required by law. The remaining balance is added to the undistributed profit from the previous year and a portion of it is retained as capital for business growth. The board of directors will propose a profit distribution plan to the shareholders' meeting for approval.
41
When our company adopts the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations and Interpretation Notices (hereinafter referred to as IFRS), for the first time, unrealized revaluation gains and accumulated translation adjustment (profit) under the shareholder's equity should be transferred to retained earnings by applying the first exemption item of IFRS. The same amount of special reserve should be set aside separately. However, if the increase in retained earnings resulting from the adoption of IFRS is insufficient to set aside the required amount of special reserve on the conversion date, only the increase in retained earnings resulting from the adoption of IFRS can be used to set aside the special reserve. Subsequently, when our company uses, disposes of, or reclassifies related assets, the proportion of the originally set special reserve can be reversed and distributed as profit. When distributing distributable profits, the Company shall provide for the special reserve by not distributing the same as follows:
-
(1) The net amount of decreases in other comprehensive income items recognized in the current period (such as exchange differences on translation of financial statements of foreign operations, unrealized gains or losses on financial assets measured at fair value through other comprehensive income, gains or losses on hedging instruments, accumulated revaluation surplus, etc.) shall be included in the amount of current period undistributed profits after tax, and an equal amount shall be appropriated to special reserve for undistributed earnings. If the amount is still insufficient, the remaining balance shall be appropriated from retained earnings of prior periods.
-
(2) The net amount of the accumulated other comprehensive income (loss) of the previous period should be allocated to the special reserve for appropriation in one of the following ways and cannot be distributed:
-
A. Allocate the same amount to a special reserve for retained earnings from the previous period's retained earnings
-
B. Allocate the same amount to a special reserve for retained earnings from the previous period's retained earnings. If it is still insufficient, allocate the remaining amount to the current period's undistributed earnings by adding the after-tax net income of the current period and items other than after-tax net income.
-
(3) If the company has already set up special reserves in accordance with the preceding paragraph, it should make up the special reserves for the difference between the amount already provided and the amount that should have been provided in accordance with the preceding two paragraphs. If there is a reversal of the net amount of other equity reduction items in the future, the company may distribute the profit from the part of the special reserves that are reversed.
-
The Company authorizes the Board of Directors, with the attendance of two-thirds or more of the directors and the approval of a majority of the attending directors, to distribute all or part of the dividends and bonuses as cash payments, and to report such distribution to the most recent shareholder meeting.
-
Dividend policy
In consideration of long-term financial planning and meeting the shareholders'
42
expectation for cash inflow, and the company's position in the growth stage of the business life cycle, the annual cash dividends distributed shall not be less than 10% of the sum of cash and stock dividends. Article 28: Research and Development of the Company: To undertake confidential research and development of the company's new directions, a specific budget approved by the board of directors may be allocated to a designated unit for execution. Confidentiality shall be maintained among all employees, except for the directors and the Chief executive officers. Article 29: Within one year after the company's formal operation, the members of the Welfare Committee shall be elected by the employees on a one-person-one-vote basis. The number of members shall be based on the principle of no more than one-fifth of the total number of employees, but must be odd and the total number of members shall not exceed eleven. The Welfare Committee shall have one executive director and one management representative responsible for communication, but both shall have no voting rights. Article 30: The articles of incorporation and operating rules of the company shall be separately formulated by the board of directors Article 31: In regard to all matters not provided for in these Articles of Incorporation, the Company Act shall govern. Article 32: This article was established on June 4th, 1986 and was first revised on July 3rd, 1986. The second revision was made on March 5th, 1987. The third revision was made on April 15th, 1989. The fourth revision was made on July 7th, 1989. The fifth revision was made on May 18th, 1997. The sixth revision was made on May 29th, 1999. The seventh revision was made on May 20th, 2000. The eighth revision was made on August 19th, 2000. The ninth revision was made on May 25th, 2001. The tenth revision was made on May 29th, 2002. The eleventh revision was made on June 11th, 2003. The twelfth revision was made on June 16th, 2004. The thirteenth revision was made on June 19th, 2006. The fourteenth revision was made on June 9th, 2008. The fifteenth revision was made on June 16th, 2009. The sixteenth revision was made on June 29th, 2010. The seventeenth revision was made on June 18th, 2012. The eighteenth revision was made on June 9th, 2014. The nineteenth revision was made on June 24th, 2016. The twentieth revision was made on June 10th, 2020. The twenty-first revision was made on June 15th, 2022.
43
Appendix Four
| Appendix Four | Appendix Four | ||
|---|---|---|---|
| AWEA MECHANTRONIC CO. LTD. Management system |
Document number | AP2102 |
|
| Revision date | 2022/06/15 | ||
| Version | A5 | ||
| Title | Rules GoverningProcedures for Meetingof Shareholders | Page Number | 1 |
| 1. Unless otherwise prescribed by laws and regulations or Amended and Restated Memorandum and Articles of Association of the Company, meetings of shareholders shall be acted upon in accordance with this Rule. Any change to the method of convening the company's shareholder meeting shall be resolved by the Board of Directors and shall be made no later than before the issuance of the notice of the shareholder meeting. 2. The company provides a sign-in sheet for shareholders (or proxies) to sign in or accept sign-in cards from attending shareholders (or proxies) for attendance. The number of attending shares is calculated based on the sign-in sheet or submitted sign-in cards and the reported shares on the video conferencing platform, with the addition of shares exercised by written or electronic means. A shareholder may appoint a proxy to attend shareholders’ meetings on his or her behalf by executing an instrument of proxy in the form approved by the Company, stating therein the scope of power authorized to the proxy. A shareholder may only execute one instrument of proxy and appoint one proxy only. The instrument appointing a proxy shall be sent to the Company’s registered office or to such other place as is specified for that purpose in the notice convening the shareholders’ meeting or in any instrument of proxy sent out by the Company not less than five (5) days before the time for holding the meeting. In case more than one (1) instrument to vote received from the same shareholder by the Company, the first instrument received shall prevail, unless an explicit written statement is made by the relevant shareholder to revoke the previous proxy in the later-received instrument. After the delivery of instrument of proxy to the Company, in case a shareholder intends to attend the shareholders’ meeting in person or to exercise his voting power by way of a written ballot or electronic transmission, a proxy revocation notice shall be in writing and filed with the Company two days prior to the date scheduled for the shareholders’ meeting. Votes given in accordance with the terms of an instrument of proxy shall be valid if the relevant shareholder fails to revoke the proxy before the prescribed time. The Company shall specify in the notice of the meeting the time and place for shareholders, solicitors, and entrusted agents (hereinafter referred to as "shareholders") to report for registration and other matters to be noted. In the case of a virtual shareholder meeting, it shall record the method of shareholder participation and exercise of rights, the handling of situations in which obstacles occur on the virtual meeting platform or in virtual participation due to force majeure, the date of postponement or continuation of the meeting, and other matters to be noted. If a virtual shareholder meeting is held, appropriate alternative measures provided by shareholders who have difficulty participating in the meeting via virtual means shall also be recorded. From above, the shareholders should report their attendance at least 30 minutes prior to the start of the meeting, and the reporting location should be clearly marked with adequate and competent personnel to handle the process. For a virtual shareholders' meeting, shareholders should report their attendance on the virtual platform at least 30 minutes before the meeting starts, and those who have completed the reporting process will be deemed to have attended the meeting in person. Shareholders shall be admitted to shareholders’ meetings on the basis of attendance passes, attendance cards or other attendance permits. Those persons soliciting proxy forms shall be required to present identification documents for identities check. The Company shall prepare an attendance book for shareholders or proxy to sign in or shareholders present may hand in attendance cards in lieu of signing on the attendance book. The Company shall deliver hand book for the shareholders’ meeting, annual report, attendance passes, speech slips, ballots and other meeting materials to shareholders attending the shareholders’ meeting. In case of elections for directors or supervisors, separate voting ballots shall be provided. When the government or a legal entity is a shareholder, it may appoint more than one person to attend shareholders’ meetings; provided, however, that a legal entity serving as a proxy to attend a shareholders’ meeting may appoint only one representative to attend the meeting. |
44
| AWEA MECHANTRONIC CO. LTD. Management system |
AWEA MECHANTRONIC CO. LTD. Management system |
Document number |
AP2102 |
|---|---|---|---|
| Revision date | 2022/06/15 | ||
| Version | A4 | ||
| Title | Rules GoverningProcedures for Meetingof Shareholders | Page number | 2 |
| When a shareholder meeting is held via video conference, shareholders who wish to attend via video conferencing should register with the Company at least two days before the meeting. The Company should upload the meeting agenda, annual reports, and other relevant materials to the video conference platform at least thirty minutes before the start of the meeting, and continue to disclose them until the end of the meeting. 3. Attendance at a shareholders’ meeting shall be determined based on the number of shares. 4. The shareholder meeting should be held at the business premises of the Company or at a convenient and suitable location for the shareholder meeting. The meeting should commence between 9:00 a.m. and 3:00 p.m. When the Company convenes a virtual shareholder meeting, it is not subject to the restriction on the place of the meeting specified in the preceding paragraph. 5. If a shareholders’ meeting is convened by the Board, the chairman of the Board shall be the chairman presiding at the meeting. If the chairman of the Board is on leave or cannot perform his duties for some reason, the vice chairman shall preside at the meeting on the chairman’s behalf; if the Company does not have a vice chairman or the vice chairman is on leave or cannot perform his duties for some reason, the chairman shall designate one director to act on his behalf. If the chairman has not appointed an agent or the designated director cannot perform his duties for some reason, directors shall nominate among themselves to act on behalf of the chairman. If a shareholders’ meeting is convened by any person entitled to convene the meeting other than the Board, such person who has called the meeting shall be preside as the chairman of such shareholders’ meeting. If there are more than one person who have called a shareholders’ meeting, such persons shall elect one from among themselves to act as the chairman of such shareholders’ meeting. 6. The Company may appoint designated attorneys, certified public accounts or relevant persons to attend shareholders’ meetings. 7. Starting from the time of the meeting, the company shall voice record and video record continuously throughout the whole meeting and without interruption the entire process of shareholder registration, meeting proceedings, and voting and vote counting processes. The aforementioned audiovisual materials shall be kept for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Law, they shall be kept until the end of the lawsuit. In the case of a virtual shareholder meeting, the company shall keep a voice and video record of registration, check-in, questioning, voting, and vote counting results for shareholders continuously and without interruption the entire virtual meeting. The aforementioned data and audiovisual recordings shall be properly kept during the period of existence and provided to the designated party responsible for handling virtual meeting affairs for storage. 8. When the appointed time for the meeting has arrived, the chairman shall declare the meeting open and simultaneously announce the number of votes without voting rights and the number of shares present. However, if less than half of the total issued shares are represented at the meeting, the chairman may postpone the meeting for a maximum of two times, and the total postponement time shall not exceed one hour. If there is still no quorum present after two postponements and less than one-third of the total issued shares are represented, the chairman shall declare the meeting dissolved. If the shareholders' meeting is held by video conference, the company shall also announce the dissolution of the meeting on the shareholders' meeting video conference platform. If there is still no quorum present after the second postponement, but more than one-third of the total issued shares are represented, a fictitious resolution may be passed in accordance with Article 175, Paragraph 1 of the Company Act, and the fictitious resolution shall be notified to all shareholders, who shall be convened for another shareholders' meeting within one month. If the shareholders' meeting is held by video conference, shareholders who wish to attend by video conference should register with the company again. If before the conclusion of the current meeting, the attending shareholders representing more than half of the total issued shares, the chairman may resubmit the provisional resolution for a vote at the shareholders’ meetingin accordance with Article 174 of the CompanyAct. |
45
| AWEA MECHANTRONIC CO. LTD. Management system |
AWEA MECHANTRONIC CO. LTD. Management system |
Document number |
AP2102 |
|---|---|---|---|
| Revision date | 2022/06/15 | ||
| Version | A4 | ||
| Title | Rules GoverningProcedures for Meetingof Shareholders | Page number | 3 |
| 9. Agenda for shareholders’ meetings shall be set by the Board if the meeting is convened by the Board. Such meeting shall be conducted in accordance with the agenda, which may not be altered without a resolution adopted at shareholders’ meetings. Unless otherwise resolved at the shareholders’ meeting, the chairman may not announce adjournment of the meeting unless the scheduled agenda items (including ad hoc motions) set forth in the above preceding are concluded. If the chairman announces the adjournment of the meeting in violation of this Rule, other members of the Board shall promptly assist the attending shareholders to elect, by a majority of votes represented by attending shareholders in the meeting, another person to serve as chairman and continue the meeting in accordance with due procedures. After the meeting is adjourned by resolution, shareholdersmaynot elect anew chairmanto continue themeeting at the samelocationorat anothervenue. |
|||
| 10. When a shareholder attending the meeting wishes to speak, he or she shall first fill out a speech slip, specifying therein the major points of his or her speech, account number (or number appeared on attendance pass) and account name. The chairman shall determine sequence of shareholders’ speech. If any attending shareholder at the meeting submits a speech slip but does not speak, no speech should be deemed to have been made by such shareholder. In case contents of speech of a shareholder differ from those specified on the speech slip, contents of actual speech shall prevail. Unless otherwise permitted by the chairman and speaking shareholder, no shareholder shall interrupt the speech of the speaking shareholder or the chairman shall stop such interruption. 11. A shareholder may not speak more than twice for a resolution without the chairman’s consent, with five minutes maximum for each speech. The chairman may stop any shareholder who violates the above rules or exceeds the scope of resolution. 12. When a corporate shareholder appoints more than two representatives to attend the meeting, only one representative can speak for each resolution. 13. The chairman may respond or designate other persons to respond after speech of attending shareholders. If the shareholder meeting is held via video conference, shareholders participating through video may submit written questions on the video conference platform from the time the chairman declares the meeting open until it is adjourned. Each shareholder may ask no more than two questions per agenda item, with a limit of 200 words per question. If the aforementioned questions do not violate the rules or exceed the scope of the resolution, they should be disclosed on the video conferencing platform of the shareholders' meeting for public knowledge. 14. When a proposal comes to a vote at a Board meeting, if upon inquiry by the Chairman that no attending Director raises any objection; the matter is deemed approved. A proposal shall be put to vote if there is any objection raised after inquiry by the Chairman. Unless otherwise prescribed by this article or relevant laws and regulations , resolutions shall be adopted by the approval of over one-half of Directors present at a meeting which shall be attended by over one-half of all Directors. Each shareholder shall have one voting right per share; provided, however, that those subject to restrictions or without voting rights as listed in Article 179, Paragraph 2 of the Company Act are not subject to this limitation. When the Company hold a shareholders' meeting, it should adopt electronic means and allow for the exercise of voting rights by written or electronic means. The method of exercise shall be stated in the notice of convocation for the shareholders' meeting. Shareholders who exercise their voting rights by written or electronic means shall be deemed to be present at the shareholders' meeting in person. However, they shall be deemed to have abstained from voting on any temporary resolution and amendment to the original proposal of the shareholders' meeting. Therefore, the Company should avoid proposing temporary resolutions and amendments to the original proposal. |
46
| AWEA MECHANTRONIC CO. LTD. Management system |
AWEA MECHANTRONIC CO. LTD. Management system |
Document number |
AP2102 |
|---|---|---|---|
| Revision date | 2022/06/15 | ||
| Version | A0 | ||
| Title | Rules GoverningProcedures for Meetingof Shareholders | Page number | 4 |
| From above, shareholders who exercise their voting rights in writing or electronically shall deliver their intention to the company two days before the shareholders' meeting. In case of duplication, the earliest submission shall prevail, except for those who have declared their intention to revoke before the deadline. After a shareholder has exercised their voting rights by written or electronic means, if they wish to attend the shareholder meeting in person or via video conference, they must withdraw the previously exercised voting rights by the same means as used for the exercise, no later than two days before the meeting. If the withdrawal is made after the deadline, the previously exercised voting rights by written or electronic means will prevail. If a shareholder has exercised their voting rights by written or electronic means and has appointed a proxy to attend the shareholder meeting on their behalf, the voting rights exercised by the proxy shall prevail. 15. If it is deemed necessary to set up voting supervision and counting personnel during the voting, the Chairman may designate such personnel, provided, however, such voting supervisor must also be a shareholder. Results of voting shall be announced at the meeting and recorded. 16. During meetings, the chairman may, at his or her discretion, set time for recess. 17. When voting is called, the chairman or its designated person shall be responsible for announcing total voting rights of the attending shareholders for each resolution, and shareholders shall thereafter vote for each resolution accordingly. The result of shareholders’ consents, objections or waiver to vote shall be imported into the Mark Observation Post System on the same day after the shareholders’ meeting. For shareholder meetings held via video conference, the votes shall be counted once after the chairperson announces the end of voting and the results of the vote and election shall be announced. When this company holds a video-assisted shareholder meeting, shareholders, solicitors, or agents registered to attend the shareholder meeting via video conferencing, who wish to attend the physical shareholder meeting in person, shall withdraw their registration by the same method as the registration, two days before the shareholder meeting. Those who fail to withdraw their registration in a timely manner shall only be able to attend the shareholder meeting via video conferencing. Shareholders who exercise their voting rights by written or electronic means and participate in the shareholders' meeting by video conferencing, shall not vote on or propose amendments to the original agenda items, unless there is a motion on the floor. 18. If there is an amendment or replacement proposal to the original proposal, the chairman shall decide the sequence of voting for such proposals, provided if any one of proposals has been approved, the others shall be deemed vetoed and no further voting is required. 19. The chairman may order disciplinary officers (or security guards) to assist in keeping order in the meeting place. 20. Minutes shall be prepared of the resolutions adopted at shareholders’ meetings. Meeting minutes shall bear the signature or seal of the chairman. A copy of the minutes shall be sent to each shareholder within twenty days of the meeting. The production and distribution of meeting minutes may be in electronic form. The production and distribution of meeting minutes setting forth in the preceding paragraph may be by means of an announcement on the Market Observation Post System Website. |
47
| AWEA MECHANTRONIC CO. LTD. Management system |
AWEA MECHANTRONIC CO. LTD. Management system |
Document number |
AP2102 |
|---|---|---|---|
| Revision date | 2022/06/15 | ||
| Version | A0 | ||
| Title | Rules GoverningProcedures for Meetingof Shareholders | Page number | 5 |
| Meeting minutes shall accurately record the year, month, day, place, name of chairman, resolution method, summary of proceedings and results (including counted vote) at the meeting. When electing directors or supervisors, the number of votes received by each candidate shall be disclosed. The vote count shall be permanently preserved during the existence of the company. In the case of a shareholder meeting held through video conferencing, in addition to the items required to be recorded according to the preceding provisions, the minutes should also include the start and end time of the meeting, the method of holding the meeting, the names of the chairman and recorder, any alternative measures provided to shareholders who have difficulties participating in the meeting through video conferencing, and the handling procedures and situation in case of technical difficulties or other force majeure events that disrupt the video conferencing platform or the participation through video conferencing. 21. On the day of the shareholders' meeting, the Company shall compile a statistical table in the prescribed format to clearly disclose the number of shares obtained by the solicitant, the number of shares represented by the proxy, and the number of shares represented by shareholders who attend the meeting in writing or electronically. The table shall be displayed at the meeting venue. In the case of a video conference for the shareholders' meeting, the Company shall upload the aforementioned information to the video conference platform at least thirty minutes before the meeting starts and continue to disclose it until the end of the meeting. When the company holds a virtual shareholder meeting, it shall disclose the number of shares represented by shareholders on the virtual meeting platform at the beginning of the meeting. If there are other statistics of the attendance during the meeting, they will be see as same. If the resolutions of a shareholders' meeting are considered as significant information under the laws or the regulations of the Taiwan Stock Exchange Corporation , the company shall transmit the content to the Market Observation Post System within the specified timeframe. 22. In case the shareholders' meeting is held via video conferencing, the Company shall disclose the voting results and election results of each proposal in accordance with regulations on the video conferencing platform immediately after the voting ends. The Company shall also continue to disclose such results for at least 15 minutes after the chairman announces the adjournment of the meeting. 23. When this company holds a virtual shareholder meeting, the chairman and recorder shall be located in the same place in Taiwan, and the chairman shall announce the address of the location at the beginning of the meeting. 24. If a shareholders' meeting is held via video conference, the Company may provide a simple connection test for shareholders before the meeting, and provide related services in real-time during the meeting to assist with technical issues related to communication. If a shareholders' meeting is held via video conference, the chairman shall announce at the start of the meeting that, except for situations specified in Article 44 of 20 of the Regulations Governing the Handling of Stock Affairs of Public Companies, in the event that technical difficulties arise with the video conference platform or remote participation that last for more than thirty minutes due to force majeure circumstances before the chairman announces the adjournment of the meeting, the date for resuming or continuing the meeting will not be subject to the provisions of Article 182 of the Company Act. |
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Document AP2102 AWEA MECHANTRONIC CO. LTD. number Revision date 2022/06/15 Management system Version A0 Title Rules Governing Procedures for Meeting of Shareholders Page number 6 According to the preceding regulation for handling the postponement or continuation of a shareholders' meeting, there is no need to repeat the discussion and resolution of proposals for which voting and vote-counting have been completed and the voting results or the list of elected directors or supervisors have been announced. In the event that the Company postpones or continues the meeting in accordance with the article Paragraph 44-20-4 of the Regulations Governing the Handling of Stock Affairs of Public Companies, carry out the relevant preparatory work based on the original shareholders' meeting date and said regulations, and shall include the shareholders who have the right to attend the shareholders' meeting in the shareholder roster that is suspended from trading on the original scheduled shareholders' meeting. For public companies attending shareholder meetings using the regulations in Article 12 of the Proxy Rules and Article 13, Paragraph 3, Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Handling of Stock Affairs of Public Companies, the Company shall conduct the meeting in accordance with the article of the second paragraph in the event of a postponement or continuation of the shareholder meeting.
If our company holds a video-assisted shareholder meeting and encounters a situation where the meeting cannot continue as stipulated in paragraph two, and the total number of shares represented by the shareholders attending the meeting via video still meets the statutory quorum after deducting the shares represented by those attending via video, the meeting may proceed without the need to postpone or continue the meeting as provided in paragraph two.
The company shall provide appropriate alternative measures for shareholders who have difficulties attending the virtual shareholders' meeting.
-
Any other matters not set forth in the Guideline shall be dealt with in accordance with applicable laws, rules, and regulations.
-
This regulation shall come into effect after being passed by the shareholders' meeting, and the same shall apply to any amendments.
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Appendix Five
| Appendix Five | Appendix Five | ||
|---|---|---|---|
| Document | |||
| AP2101 | |||
| AWEA MECHANTRONIC CO. LTD. | number | ||
| Revisiondate | 2020/06/10 | ||
| Management system | Version | A3 | |
| Title | RegulationGoverningthe Election of Directors | Page number | 1 |
| 1. The election, re-election and appointment of directors of the company shall be handled in | |||
| accordance with these Procedures. | |||
| 2. The election of directors for this company shall be conducted at a shareholders' meeting | |||
| 3. Election ballots shall be issued by the company and numbered according to the attendance | |||
| certificate number, and shall specify the voting rights of each shareholder. | |||
| 4. Shareholders (including natural persons, legal persons and their proxies, hereinafter the same) shall | |||
| write the account number (or unified identification number) and name of the candidate on the ballot | |||
| at the beginning of the election. If the candidate is a government agency or legal person, the name | |||
| (or unified identification number) or the name of the representative shall be provided. Then, the | |||
| ballot shall be cast into the ballot box. If a shareholder intends to vote for two or more candidates, | |||
| the account number and name of each candidate shall be written separately. | |||
| 5. The Company’s election of directors adopts cumulative voting for a single candidate system; the | |||
| number of votes exercisable in respect of one share shall be the same as the number of directors to | |||
| be elected, and the total number of votes per share may be consolidated for election of one candidate | |||
| or may be split for election of two or more candidates. The names of the voters may be replace by | |||
| the attendance card numbers. | |||
| The election of directors in this company shall follow the nomination system and procedures | |||
| prescribed in Article 192-1 of the Company Act. | |||
| 6. The directors of this company shall be elected by the shareholders' meeting from among the | |||
| the company's articles. | |||
| 7. Deleted | |||
| 8. In the event after voting, where two or more candidates obtain the same number of voting rights | |||
| to exceed the number of board seats designated under the company's articles , lots shall be drawn to | |||
| decide which of such persons obtaining the same number of votes shall be elected; if any of such | |||
| persons is not present, the chairman shall draw the lots on half of him/her. | |||
| 9. Prior to the election, the chairman shall appoint several vote counters, and ballot examiners to | |||
| execute relevant tasks. | |||
| 10. There shall be one ballot box each for the election of directors and independent directors, and | |||
| voting shall be conducted separately. Before voting, the scrutineers shall publicly inspect and verify the | |||
| ballot boxes. | |||
| 11. A ballot is invalid under any of the following circumstances: | |||
| (1) Blank ballots without any writing on them cast into the ballot box | |||
| (2) The ballot was not prepared by a person with the right to convene. | |||
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| Document | |||
|---|---|---|---|
| AP2101 | |||
| AWEA MECHANTRONIC CO. LTD. | number | ||
| Revisiondate | 2020/06/10 | ||
| Management system | Version | A3 | |
| Title | RegulationGoverningthe Election of Directors | Page number | 2 |
| (3) Including any other text besides the name of the candidate (including the name of the legal | |||
| person and the representative) and their shareholder account number (or unified identification | |||
| number). | |||
| (4) The writing is unclear and indecipherable or has been altered. | |||
| (5) Multiple candidates for election written on the same ballot | |||
| (6) The name of the candidate written on the ballot is the same as that of another shareholder, but | |||
| the shareholder number or unified identification number cannot be identify | |||
| 12. The ballot result shall be counted immediately after voting and result shall be announced by the | |||
| chairman accordingly. | |||
| 13. If there are any matters not covered by these regulations, they shall be handled in accordance | |||
| with the Company Act and the articles of the Company's. | |||
| 14. These Procedures, and any amendments hereto, shall be implemented after approval by the board | |||
| of directors meeting. | |||
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Appendix Six
Shareholdings of Directors
-
1 . As of April 9 2023, the individual and total shareholdings of directors recorded in the shareholder registry.
-
1.The minimum shareholding requirement for all directors as stipulated by law.
:7,727,533 shares (10%X80%) -
The shareholding of directors is as follows:
Date for suspension of shareholder registration : 9 April 2023
| Title | Name | Date Elected | The shareholding recorded on the shareholder registry as of the ex-dividend date. |
The shareholding recorded on the shareholder registry as of the ex-dividend date. |
|---|---|---|---|---|
| Shares | Proportion | |||
| Chairman | De-Hua Yang | 2020.06.10 | 9,031,403 | 9.35% |
| Director | Representative of GOODWAY Machinery Co., Ltd. Cheng-Hsuan Wang |
2020.06.10 | 47,941,311 | 49.63% |
| Director | Cheng-Jun Yang | 2021.8.18 | 0 | 0 |
| Director | Ching-Feng Yang | 2021.8.18 | 130,000 | 0.13% |
| Independent Director |
Lien-Fa Yang | 2020.06.10 | 0 | 0 |
| Independent Director |
Yi-Ming Lin | 2020.06.10 | 0 | 0 |
| Independent Director |
Si-Peng Hong | 2020.06.10 | 0 | 0 |
| The total number of shares from the directors | 57,102,714 | 59.11% |
- As of April 9, 2023, the total issued shares of this company are 96,594,171 shares.
52