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BRIGHT — AGM Information 2022
Jun 13, 2022
52264_rns_2022-06-13_d65eb8a5-e236-4077-91d7-c4d8b5046a80.pdf
AGM Information
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Stock Code : 3031
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佰鴻工業股份有限公司 BRIGHT LED ELECTRONICS CORP. 2022 Annual Shareholders’ Meeting
Meeting Agenda (Translation)
Date : June 06, 2022
Address : 1F, No.15, Heping Rd., Banqiao Dist., New Taipei City
Notice to readers:
In case of any discrepancy between the English version and the Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.
Table of Contents
| 1. | Call Meeting to Order | 1 |
|---|---|---|
| 2. | Meeting Agenda | 2 |
| (1) Report Items | 3 | |
| (2) Proposed Resolutions |
4 | |
| (3) Discussed Items | 5 | |
| (4) Election Matters | 7 | |
| (5) Other Motions | 8 | |
| (6) Questions and Motions | 8 | |
| (7) Adjournment | 8 | |
| 3. | Attachment | |
| (1) | 2021 Annual Business Report | 9 |
| (2) | 2021 Supervisors’ Review Report |
12 |
| (3) | 2021 Independent Auditors’ Report and Consolidated Financial Statements | 13 |
| (4) | 2021 Earnings Distribution Proposal | 34 |
| (5) | Comparison Table for “Articles of Incorporation” Before and After Revision | 35 |
| (6) | Comparison Table for “Rules and Procedures of Shareholders’ Meeting” Before and | |
| After Revision | 38 | |
| (7) | Comparison Table for “Rules for Election of Directors and Supervisors” Before and | |
| After Revision |
50 | |
| (8) | Comparison Table for “Procedures for Acquisition or Disposal of Assets” Before and | |
| After Revision |
54 | |
| (9) | Comparison Table for “Regulations Governing Loaning of Funds and Making of | |
| Endorsements/Guarantee" Before and After Revision |
69 | |
| (10) List of candidates for directors (including independent directors) |
78 | |
| (11) Release of Candidates for Directors from non-compete restrictions |
79 | |
| 4. | Appendix |
|
| 1. Articles of Incorporation (Before revision) | 80 | |
| 2. Rules and Procedures of Shareholders’ Meeting (Before revision) | 87 | |
| 3, Rules for Election of Directors and Supervisors (Before revision) |
95 | |
| 4. Rules for Election of Directors (After revision) |
99 | |
| 5. Shareholdings of all Directors | 102 |
BRIGHT LED ELECTRONICS CORP.
2022 Shareholders’ Meeting Procedure
1. Call Meeting to Order
2. Chairman’s address
3. Reported Items
4. Proposed Resolutions
5. Discussed Items
6. Election Matters
7. Other Motions
8. Questions and Motions
9. Meeting Adjourned
1
BRIGHT LED ELECTRONICS CORP.
2022 Annual Shareholders’ Meeting Agenda
(Translation)
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Time:9:00 a.m., June 07, 2021
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Place:1F, No.15, Heping Rd., Banqiao Dist., New Taipei City, Taiwan
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Attendants:All Shareholders or their proxy holders
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Chairman:Mr. Tsung-Jen Liaw, Chairman of the Board of Directors
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Chairman’s address:
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Reported Items:
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(1) To report 2021 Business Report
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(2) To report 2021 Supervisors’ Review Report
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(3) To report 2021 Employees’ profit sharing bonus and directors’ compensation
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(4) To report 2021 Earnings distribution and cash dividend
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Proposed Resolutions:
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(1) To approve 2021 Business Report and Financial Statements
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(2) To approve the proposal for distribution of 2021 earnings
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Discussed Items:
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(1) To revise “Articles of Incorporation”
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(2) To revise “Rules and Procedures of Shareholders’ Meeting”
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(3) To revise“Rules for Election of Directors and Supervisors”
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(4) To revise “Procedures for Acquisition or Disposal of Assets”
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(5) To revise “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantee”
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Election Matter: Re-election of directors (including independent directors) of the company
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Other Motions: Release of Candidates for Directors from non-compete restrictions
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Questions and Extraordinary Motions
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Meeting Adjourned
2
Reported Items
- To report 2021 Business Report
Explanatory Notes:Please refer to page 9~11.
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To report 2021 Supervisors’ Review Report Explanatory Notes:Please refer to page 12.
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To report 2021 Employees’ profit sharing bonus and directors’ compensation Explanation Notes:According to the provisions of the company's articles of incorporation and the resolution from the 16[th] Board of directors’ meeting to appropriate NT$26,461,189 for employee remuneration in cash and NT$6,615,297 for remuneration of directors and supervisors in cash. Both amounts are no differences from the accounting estimates.
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To report 2021 earnings distribution and cash dividend
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Explanation Notes:The shareholders’ dividend distribution is in total of NT$173,203,224 with NT$1.0 per share. Cash dividends are calculated according to the proportion of shareholders holding shares recorded in the register of shareholders on the dividend reference date. Allotment of cash up to NT$1 (less than NT$1 is discarded) and those abnormal amount will be booked as the company’s other revenues. The chairman is authorized to decide the dividend distribution base date and the payment date. If the number of shares in circulation is changed due to the company’s share repurchase or the transfer of treasury shares, etc., resulting in the change of allotted amount per share, the chairman is authorized to adjust afterwards.
3
Proposed Resolutions
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To approve 2021 Business Report and Financial Statements
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Explanatory Notes:
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(1) To review 2021 Business report, please refer to page 9.
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(2) 2021 Financial Statements have been audited by Certified Public Accountants and the Independent Auditors’ Report with unqualified opinion has been issued. Please refer page 13 to page 33.
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(3) This has been approved by the Board of Directors and examined by the Supervisors with Supervisors’ auditing report issued.
Resolution:
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To approve the proposal for distribution of 2021 earnings. Explanatory Notes:
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(1) The 2021 earnings distribution table has been approved by the Board of Directors and reviewed by the supervisor. Please refer to page 34.
Resolution:
4
Discussed Items
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To revise the Articles of Incorporation
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Explanatory Notes:Due to the establishment of an audit committee to replace the functions and powers of the original supervisors, the company has revised the relevant provisions in the "Articles of Incorporation". Please refer to page 35 for a comparison table of relevant revised provisions.
Resolution:
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To revise the Rules and Procedures of Shareholders’ Meeting
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Explanatory Notes:Due to the fact that the company will set up an audit committee to replace the functions and powers of the original supervisors and Financial Supervisory Commission's letter No. 1110133385 dated March 7, 2022, the relevant provisions in the "Rules of Procedure for the Shareholders' Meeting" suggest to be revised. For details, Please see pages 38.
Resolution:
- To revise the Rules for Election of Directors and Supervisors Explanatory Notes:Since the company will set up an audit committee to replace the functions and powers of the original supervisors, there is no need to elect supervisors in accordance with the law. The original version of "Election of Directors and Supervisors" has been revised to "Election of Directors" and the relevant amendments have been made. Please refer to pages 50 for the comparison table.
Resolution:
- To revise the Rules for Procedures for Acquisition or Disposal of Assets Explanatory Notes:Due to the fact that the company will set up an audit committee to replace the functions and powers of the original supervisors and Financial Supervisory Commission's letter No. 1110380465 dated January 28, 2022, the relevant provisions in the "Rules for Procedures for Ac-
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quisition or Disposal of Assets" suggest to be revised. For details, Please see pages 54.
Resolution:
- To revise the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantee Explanatory Notes:Due to the fact that the company will set up an audit committee to replace the functions and powers of the original supervisors, the relevant provisions in the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantee" suggest to be revised. For details, Please see pages 69.
Resolution:
6
Election Matters
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Re-election of directors (including independent directors) of the company
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Explanatory Notes:
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(1) The tenure of the 18th session of directors and supervisors of the Company will expire on June 11, 2022, so full re-election of Directors will take place during Shareholders’ meeting. The company will set up an audit committee to replace the powers of the original supervisor. The audit committee is composed of all independent directors, and there is no need to elect a supervisor in accordance with the law.
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(2) According to the company's Articles of Incorporation, total of 9 seats of directors (including 4 seats of independent directors) should be elected this time, and the new directors will take office from the date of election for a term of three years, from June 6, 2022 to June 5, 2025. Existing directors and supervisors will be dismissed at the same time when new directors take office. (3) The election of directors adopts the candidate nomination system. The list of candidates for directors (including independent directors) has been reviewed and approved by the Board of Directors. For the list of candidates, please refer to pages 78.
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(4) Please refer to page for “Rules for Election of Directors”
Election Result:
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Other Motions
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Release of Candidates for Directors from non-compete restrictions
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Explanatory Notes:
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(1) According to Article 209 of the Company Act, "A director shall explain the important contents of his conduct at the shareholders' meeting and obtain its permission when he conducts himself or someone else's conduct within the scope of business of the company."
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(2) This time, the board of directors will be re-elected at the shareholders' meeting. If the newly elected director or the legal person represented by, invests in or operates other companies with the same or similar business scope as the company and acts as a director or manager, for the needs of the company's business development, it shall be submitted to the shareholders' meeting to agree to release non-compete restriction on such newly elected directors in accordance with the law (including legal representatives).
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(3) Please refer to pages 79 for the content of the release of non-compete restrictions for the candidates of directors.
Resolution
Questions and Extraordinary Motions
Meeting adjourned
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【 Attachment I 】
Business Report
Compared with 2020, 2021 continued to be affected by the severe special infectious pneumonia caused by COVID-19 and meanwhile, due to the long lead times of raw materials, the overall manufacturing industry was impacted. Although the overall business recovered slightly in 2021, the follow-up uncertain factors such as political and geographical relations, raw materials’ lead time, and domestic and foreign inflation, etc., Bright Led Electronics Corp. must still be vigilant and careful. Moreover, due to exchange rate fluctuations, some proportion of gross profit had been slightly influenced. In order to fight against unfavorable situations related to these impacts, Bright LED electronics corp., which has actively adjusted the company's fundamentals and operated under lean management over the past few years, remained profitable this year. Due to the company policies of ongoing cost reduction and sales increase in proportion of high value-added products and intelligence manufacturing plan, we are hoping that in the future, we can remain profitable in this fickle, unpredictable situation. In year of 2021, the company's overall profitability was fair with stable gross profit margin. In the future, the company will continuously work hard on developing various products applicable in various industries, increasing product’s added values, expanding markets or business opportunities with cross-industry alliance, and providing customers with more one-stop services and customized products.
2021 Result
In 2021, our consolidated revenue totaled NT$1,532,086 thousand dollars, an increase of 11 percent over NT$1,375,687 thousand dollars in 2020. Consolidated net income totaled NT$252,796 thousand dollars, an increase of 90 percent over NT$133,115 thousand dollars in 2020. Net income attributed to the parent company totaled NT$249,233 thousand dollars, an increase of 95 percent over NT$128,125 thousand dollars in 2020.
Financial Performance (based on consolidated Financial Statements )
| 2021 | 2020 | ||
|---|---|---|---|
| Financial structure |
Debt ratio(%) | 17.37 |
19.43 |
| Longterm capital ratio(%) | 691.14 |
553.51 |
|
| Profitability | ROA(%) | 7.17 |
6.91 |
| ROE(%) | 8.65 |
8.31 |
|
EBIT overpaid-in capital(%) |
16.74 |
13.90 |
|
| Profit margin(%) | 16.50 |
13.26 |
|
| EPS(NT$dollar) | 1.45 |
1.28 |
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Technological Developments
In 2021, we continued to work on LED projects with special specifications, multiple chips and multiple wavelengths, which are mainly used in medical, automotive and aerospace fields. In addition, the results of the previous phased development of the photo relay are on schedule and continuing with the current project. Compared with mechanical relays, photo relays have longer life span, low current drive and fast response. They are one of the indispensable components in the field of intelligence manufacturing and mechanical manufacturing.
The relevant specifications and samples of UVC LED components used in the fields of environmental sterilization and health care have been launched. We continue to optimize product quality and manufacturing process to meet the customization and differentiation. The miniaturization of UVC LED components brings many applications advantages and can be used in conjunction with multiple types of application products. In addition, UVC LED also has many advantages itself such as fast start-up, more switching frequency, and battery-powered availability. In view of the severe and special infectious pneumonia raging due to COVID-19 in early 2020, the company expects to accelerate the schedule this year to promote the popularization of UVC products in the future.
Not just research and development related to products, Bright LED Electronics Corp. has also been optimizing the process and manufacturing in recent years. For instance, improving machinery and equipment to achieve more efficient manufacture, increasing the proportion of automation to reduce direct manpower, and etc. At present, relevant improvement projects and manufacturing projects have initially completed phased development, and follow-up benefits and experimental tests will be carried out continuously.
Finally, with regard to smart city concept, due to the popularity of street lamps in Taiwan, besides lighting, there are many additional applications can be attached. Smart street lighting are mainly designed and installed with controllers, sensors and other components so that the street lighting can have more functional services attached, at the same time reducing the original costs of building a base for these functions. For example, with wireless transmission attached, when the lamp fails, the controller can directly detect and report to the control center and call for maintenance. Various types of environmental monitoring can be attached using multiple sensors, which to detect harmful gases, noise, PM2.5, wind speed, wind direction, temperature, humidity, and etc., to report back to the control center and to alert the public. The lamp itself can also use the lighting sensors to detect ambient lights periodically and automatically adjust lamp’s brightness to meet comfort for vision without wasting power. In addition to the above intelligent functions, street lighting may support connections between 4G/5G transmitters as miniature base stations in the future or can possibly support and cooperate with other fields like vehicle charging, and etc. The follow-up project plans are in progress.
Summary, corporate development, and outlook affected by external competition, regulatory environment and overall operation strategy
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Looking forward to business plan of 2022, in addition to the existing mass-produced application products’ qualities and functions, including smart home applications, security and surveillance control, aviation and transportation electronic applications, computer-related applications, sensing applications, lighting applications, and etc., which will continue to be improved, Bright LED Electronics also urges to provide customers with new solutions to meet the needs of customization and differentiation, and to increase the added value of products and to continuously accelerate the progress of cases with special specifications in order to expand more special markets. Since January, 2022, the severe special infectious pneumonia of COVID-19 has been slowing down. However, geopolitical conflicts occurred at the beginning of 2022. It is expected that the overall world economy will be uncertain in 2022, and the general environment will be intensified by the impact of inflation. The company's performance at the beginning of 2021 has already rebounded slightly compared to last year. The company will continue to strengthen risk control, improve internal management and strengthen the company's response ability. In view of external factors such as health environment and unpredictable risks of international policies, the company's business model continues to move towards lean management, while implementing intelligent manufacturing and accelerating the improvement of production processes and operating models to diversify risks and accelerate the company's response and adaptation capability which we believe will lead Bright LED Electronics corp. to sustainably develop and survive in this turbulent and uncertain generation.
Chairman:Tsung-Jen Liaw CEO:Tsung-Jen Liaw Accounting Manager: Mei-Lien Lin
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【 Attachment II 】
Supervisors’ Review Report
The Board of Directors has prepared the Company's 2021 Business Report, Financial Statements, and proposal for allocation of earnings. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Supervisors of Bright LED Electronics Corp. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.
Bright LED Electronics Corp.
Supervisors: Ju-Ching Liao
Chin-Lung Huang Hong-Chang Lin
March 17, 2021
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【 Attachment III 】
INDEPENDENT AUDITORS’ REPORT
(Parent Company Only Financial Statements)
The Board of Directors and Shareholders Bright LED Electronics Corp.
Opinion
We have audited the accompanying parent company only financial statements of Bright LED Electronics Corp., which comprise the parent company only balance sheets as of December 31, 2021 and 2020, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, 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, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
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these matters. Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2021 are stated as follows:
Revenue Recognition
For details of accounting policies and related disclosures of revenue recognition, please refer to Notes 4 (13) and 6 (15) of the Company’s parent company only financial statements.
The description of key audit matter:
The sources of the major operating revenue of the Bright LED Electronics Corp. are research and development, productions, and sales of light-emitting diodes indicators and display…etc and contracts of LED display, LED lighting and related operating applications/systems’ constructions. Where the Bright LED Electronics Corp.’s revenues generated from is the concerned factor for this report users or recipients. Hence, revenue recognition is considered as one of the key audit matters.
The main audit procedures for the above-mentioned key audit matters include complying with the requirements of the standards, understanding of operations and industry characteristics, evaluating the appropriateness of Bright LED Electronics Corp.'s accounting policy selection; testing the design and implementation for the effectiveness of internal control systems related to revenue; understanding The form and transaction conditions of BRTLED Group's operating income, etc. The accountants evaluated whether the accounting policies for revenue recognition (including sales returns and discounts) are handled in accordance with the relevant official announcements and analyzed the income by examining major customers and new customers in order to assess whether there is any major abnormality. Also, we reviewed the new major contracts in the current period and tested the sales samples for a period before and after the end of the year according to their delivery conditions to assess the correctness of the revenue recognition period. The accounting project revenue is recognized according to the degree of completion of the performance obligations whether the ratio is reasonable. Through examining the list of the top ten customers and new customers, to find out the similarities and differences between their trading conditions compared to general customers. Selecting an appropriate sample size of sales invoices to confirm that all payments have been received and correct and pay attention to whether the remitter is consistent with the sales target in order to evaluate the authenticity of the income.
Account Receivables Valuation
For details of accounting policies of account receivables valuation, please refer to Notes 4 (7) financial instruments of the Bright LED Electronics Corp.’s parent company only financial statements; for details of accounting estimates and accounting assumption of uncertainty of account receivables valuation, please refer to Notes 5 (1) of the Bright LED Electronics Corp.’s parent company only financial statements; for details of explanation on account receivables valuation, please refer to 6 (3) of the
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Bright LED Electronics Corp.’s parent company only financial statements. The description of key audit matter:
Account receivables of Bright LED Electronics Corp. are distributed among customers. The account receivables valuation allowance is calculated according to the expected percentage of credit losses which takes each time interval of overdue of account receivables and adjustments on prospective factors into consideration when estimating expected credit losses of account receivables. The management will, according to the report date, re-update new expected losses within each time interval of overdue and perform individual assessments on major overdue and payment disputes; hence, it involves subjective judgment from the managers and it is considered as one of the key audit matters.
The main audit procedures for the above-mentioned key audit matters include evaluating reasonableness of the percentage of expected credit losses and determining whether there is a major irregularity by comparing the turnover rate and turnover days of accounts receivables with the company’s credit policy and other related information; obtaining the aging schedule, verifying total amount from the aging schedule with general ledger and confirming integrity and accuracy of the aging schedule. Finally, ascertaining whether the bills and accounts receivables in dispute or involved in litigation have been properly handled and checking whether the customers’ receivables dues more than three months have been properly evaluated and checking whether there is a risk of transferring to other receivables.
Other Matter
We have also audited the parent company only financial statements of Bright LED Electronics Corp. as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Parent company only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Supervisors) are responsible for overseeing the Com-
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pany’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent company only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements; if such disclosures are inadequate, we are responsible to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Mr. Yu-Feng Hsu and Ms. Tzu-Hui Li.
KPMG TAIWAN Republic of China
March 22, 2022
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally
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accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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Bright LED Electronics Corp. Parent Company Only Balance Sheets December 31, 2021 and 2020
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS: 1100 Cash and cash equivalents (Note 6 (1)) 1140 Contract assets-current(Note 6 (17)) 1170 Accounts and notes receivable, net (Note 6(3)) 1180 1210 Accounts receivable-due from related parties, net (Note 6(3)&7) Other accounts receivable-related party (Note 7) 1310 Inventories (Note 6(4)) 1470 Other current assets 1476 Other financial assets -current (Note 6(8)&8)Total current assets NONCURRENT ASSETS :1517 Financial assets at fair value through other comprehensive income -noncurrent(Note 6(2)) 1550 Investments accounted for using equity method (Note 6(5)) 1600 Property, plant and equipment (Note 6(6)&8) 1755 Right of use assets (Note 6(7)) 1840 Deferred tax assets ( Note 6(13)) 1920 Refundable deposits 1900 Other noncurrent assets Total noncurrent assets TOTAL |
Dec 31, 2021 Amount % $ 482,985 10 171,842 4 269,590 6 62,402 78,000 1 2 19,965 - 4,435 - 85,724 2 |
Dec 31, 2020 Amount % 468,690 11 100,209 2 283,159 6 40,033 78,500 1 2 14,980 - 256 - 94,238 2 1,080,065 24 710,995 16 2,602,266 58 58,726 1 3,853 - 20,969 1 1,760 - 47 - 3,398,616 76 4,478,681 100 LIABILITIES CURRENT LIABILITIES: 2170 Accounts and notes payable 2180 Accounts payable -due to related parties (Note 7)2200 Other payables and other current liabilities (Note 6(9)) 2230 Income tax liabilities 2280 Lease liabilities- current (Note 6(10)) Total current liabilities NONCURRENT LIABILITIES :2570 Deferred tax liabilities (Note 6(13)) 2580 Lease liabilities- noncurrent (Note 6(11)) 2640 Defined benefit liabilities-noncurrent (Note 6(12)) 2645 Other noncurrent liabilities Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS (Note 6(14)) 3100 Capital stock 3200 Capital surplus 3300 Retained earnings 3400 Other equity interests 3500 Treasury stock Total equity TOTAL |
Dec 31, 2021 | % 1 34 1 1 - |
Dec 31, 2020 Amount % 22,763 1 1,619,192 36 55,248 1 28,302 1 2,211 - |
Dec 31, 2020 Amount % 22,763 1 1,619,192 36 55,248 1 28,302 1 2,211 - |
|---|---|---|---|---|---|---|
| Amount $ 37,639 1,565,666 64,139 48,154 2,230 |
Amount 22,763 1,619,192 55,248 28,302 2,211 |
|||||
| 1,717,828 | 37 |
1,727,716 |
39 |
|||
| 1,174,943 25 |
20,470 6,007 22,594 7,641 |
- - 1 - |
21,558 1,777 25,355 3,019 |
- - 1 - |
||
805,735 17 2,600,937 56 55,992 1 8,160 - 21,075 1 855 - 13,097 - |
||||||
| 56,712 | 1 |
51,709 |
1 |
|||
| 1,774,540 | 38 |
1,779,425 |
40 |
|||
| 1,816,742 429,633 672,830 113,698 (126,649) |
39 9 14 2 (2) |
1,816,742 421,959 558,413 51,649 (149,507) |
41 9 12 1 (3) |
|||
3,505,851 75 |
||||||
| $ 4,680,794 100 |
||||||
| 2,906,254 | 62 |
2,699,256 |
60 |
|||
| $ 4,680,794 |
100 | 4,478,681 |
100 | |||
Chairman:Tsung-Jen Liaw
CEO:Tsung-Jen Liaw
Accounting Manager:Mei-Lien Lin
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Chairman:Tsung-Jen LiawCEO:Tsung-Jen LiawAccounting Manager: Mei-Lien Lin
Bright LED Electronics Corp. Parent Company Only Statements of Changes in Equity From January 1 to December 31, 2021 and 2020 (In Thousands of New Taiwan Dollars, Except Dividends Per Shares)
| Capital Stock Capital Surplus Balance, January 1, 2020 $ 1,866,74 441,683 Net income - - Other comprehensive income - - Total comprehensive income - - Legal reserve - - Special reserve - - Cash dividend - - Changes in other capital reserves: Changes in net equity of related companies and joint ventures recognized using the equity method - 343 Changes in related companies recognized using the equity method - 836 Treasury stock buyback - - Treasury stock written off (50,000) (20,903) Unrealized gains (loss) from equity investment instruments measured at fair value through other comprehensive income - - Balance, December 31, 2020 1,816,742 421,959 Net income - - Other comprehensive income - - Total comprehensive income - - Legal reserve - - Special reserve - - Cash dividend - - Gain/loss on sales of equity instruments at fair value through other comprehensive income - - Overdue dividend - 21 Treasury stock transferred to employees - 7,653 Balance, December 31, 2021$ 1,816,74 429,633 |
Capital Stock Capital Surplus |
Retained earnings | Retained earnings | Others Unrealized gain/loss on assets at fair value through other comprehensive income Total Treasury Stock Total Equity |
|||
|---|---|---|---|---|---|---|---|
| Legal reserve |
Special reserve |
Unappropriated **earnings ** |
Total | Exchange Differences on translations |
|||
| 259,088 | 84,381 | 230,460 | 573,929 | (178,989) | 177,576 (1,413) (149,507) 2,731,434 |
||
| - - |
- - |
128,125 (2,244) |
128,125 (2,244) |
- (15,813) |
- - - 128,125 68,818 53,005 - 50,761 |
||
| - | - | 125,881 | 125,881 | (15,813) | 68,818 53,005 - 178,886 |
||
| 23,035 - - - - - - - |
- (82,968) - - - - - - |
(23,035) 82,968 (141,340) - - - - (57) |
- - (141,340) - - - - (57) |
- - - - - - - - |
- - - - - - - - - - - (141,340) - - - 343 - - - 836 - - (70,903) (70,903) - - 70,903 - 57 57 - - |
||
| 282,123 | 1,413 | 274,877 | 558,413 | (194,802) | 246,451 51,649 (149,507) 2,699,256 |
||
| - - |
- - |
249,233 2,218 |
249,233 2,218 |
- (34,274) |
- - - 249,233 96,628 62,354 - 64,572 |
||
| - | - | 251,451 | 251,451 | (34,274) | 96,628 62,354 - 313,805 |
||
| 12,582 - - - - |
- (1,413) - - - |
(12,582) 1,413 (137,339) 305 - |
- - (137,339) 305 - |
- - - - - |
- - - - - - - - - - - (137,339) (305) (305) - - - - - 21 |
||
| - | - | - | - | - | - - 22,858 30,511 |
||
| 294,705 | - | 378,125 | 672,830 | (229,076) | 342,774 113,698 (126,649) 2,906,254 |
Chairman:Tsung-Jen Liaw
CEO:Tsung-Jen Liaw
Accounting Manager:Mei-Lien Lin
Bright LED Electronics Corp.
Parent company only Statements of Cash Flows
From January 1 to December 31, 2021 and 2020
(In Thousands of New Taiwan Dollars)
| (In Thousands of New Taiwan Dollars) | ||||
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: Income before tax Adjustments: Depreciation expenses Amortization expenses Expected credit impairment lossesInterest expenses Interest income Dividend income Share-based payment Share of profit/loss of associates accounted for using equity method Loss on disposal or retirement of property, plant and equipment (profit) Loss on modification of lease Total adjustments Changes in operating assets and liabilities: Decrease (increase) in contract assets Decrease in notes and accounts receivable (increase) Decrease (increase) in inventories Decrease in other current assets Decrease in other financial assets-current (increase) Increase in notes and accounts payable (including related parties) (decrease) Increase in other payables and other current liabilities (decrease) Increase in defined benefit liabilities (decrease) Total Cash generated from operations Interest received Interest paid Income tax paid Net cash generated by operating activities CASH FLOWS FROM INVESTING ACTIVITIES :Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of investments using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Decrease in other receivables (related party) (increase) Decrease in other financial assets -current (increase)Decrease in other assets -noncurrent (increase)Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term borrowings Principal repayment of lease Increase (decrease) in other noncurrent liabilities Cash dividends paid Costs of treasury stock buyback Treasury stock transferred to employees Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR |
2021 | 2020 175,405 5,318 259 281 124 (3,738) (3,691) - 23,913 (143) 13 22,336 72,086 20,099 (2,179) 594 2,051 (47,008) 2,449 (1,575) 68,853 244,258 3,738 (124) (3,971) 243,901 (470) 4,100 605 (1,184) 143 94 13,101 (45,651) (1,045) 8,774 (21,533) (8,176) (2,423) (5,077) (141,340) (70,903) - (227,919) |
||
| $ 297,688 | ||||
| 4,887 47 450 45 (1,894) (64,569) 7,721 (45,944) - - |
||||
| (99,257) | ||||
| (71,633) (9,250) (4,985) (4,179) (634) (38,650) 8,912 11 |
||||
| (219,665) | ||||
| 78,023 1,894 (45) (30,351) |
||||
| 49,521 | ||||
| (933) 2,821 - - - 905 500 (3,953) 4 77,568 |
||||
| 76,912 | ||||
| - (2,211) 4,622 (137,339) - 22,790 |
||||
| (112,138) | ||||
| - | 13,902 | |||
| 14,295 | 8,351 460,339 468,690 |
|||
| 468,690 | ||||
| $ 482,985 |
Chairman:Tsung-Jen Liaw
CEO:Tsung-Jen Liaw
Accounting Manager:Mei-Lien Lin
Representation Letter
The entities that are required to be included in the combined financial statements of Bright LED Electronics Corp. as of and for the year ended December 31, 2021 (from January 1, 2021 to December 31, 2021), under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.”, which is recognized by Financial Supervisory Commission. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Bright LED Electronics Corp. and Subsidiaries do not prepare a separate set of combined financial statements.
Yours Sincerely,
Bright LED Electronics Corp. by
Tsung-Jen Liaw Chairman March 22, 2022
2
INDEPENDENT AUDITORS’ REPORT
(Consolidated Financial Statements)
The Board of Directors and Shareholders Bright LED Electronics Corp.
Opinion
We have audited the accompanying consolidated financial statements of Bright LED Electronics Corp and subsidiaries. (the “BRTLED group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated 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, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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 of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2021 are stated as follows:
Inventory valuation
2
For details of accounting policies, accounting estimations and assumptions, and related disclosures of inventory valuation, please refer to Notes 4 (8), 5 (2) and 6 (4) of the Company’s consolidated financial statements.
The description of key audit matter:
The BRTLED group’s amount of inventories is shown as the lower of cost and net realizable value. Because determining the slow moving inventory loss involves subjective judgment on individual assessment of each category of inventory and its idle days, inventory valuation is one of the key audit matters that we conducted.
The main audit procedures of the accountant for the above key audit items include obtaining the inventory depreciation and inventory aging data at the end of the year, comparing the difference between the actual net realizable value and the book value, and evaluating the reasonableness of the management level for the ratio of the inventory aging report which includes the implementation of the audit sampling, procedure tests for correctness of the inventory aging report, and comparison of the difference between the amount of allowance made in the previous year and the actual write-off for evaluating whether the policy of setting aside the allowance for inventory depreciation and losses of idle inventory is appropriate.
Revenue Recognition
For details of accounting policies and related disclosures of revenue recognition, please refer to Notes 4 (13) and 6 (16) of the Company’s consolidated financial statements.
The description of key audit matter:
The sources of the major operating revenue of the BRTLED group are research and development, productions, and sales of light-emitting diodes indicators and display…etc. and contracts of LED display, LED lighting and related operating applications/systems’ constructions. Where the BRTLED group’s revenues generated from is the concerned factor for this report users or recipients. Hence, revenue recognition is considered as one of the key audit matters.
The main audit procedures for the above-mentioned key audit matters include complying with the requirements of the standards, understanding of operations and industry characteristics, evaluating the appropriateness of BRTLED Group's accounting policy selection; testing the design and implementation for the effectiveness of internal control systems related to revenue; understanding The form and transaction conditions of BRTLED Group's operating income, etc. The accountants evaluated whether the accounting policies for revenue recognition (including sales returns and discounts) are handled in accordance with the relevant official announcements and analyzed the income by examining major customers and new customers in order to assess whether there is any major abnormality. Also, we reviewed the new major contracts in the current period and tested the sales samples for a period before
2
and after the end of the year according to their delivery conditions to assess the correctness of the revenue recognition period. The accounting project revenue is recognized according to the degree of completion of the performance obligations whether the ratio is reasonable. Through examining the list of the top ten customers and new customers, to find out the similarities and differences between their trading conditions compared to general customers. Selecting an appropriate sample size of sales invoices to confirm that all payments have been received and correct and pay attention to whether the remitter is consistent with the sales target in order to evaluate the authenticity of the income.
Account Receivables Valuation
For details of accounting policies of account receivables valuation, please refer to Notes 4 (7) financial instruments of the BRTLED group’s consolidated financial statements; for details of accounting estimates and accounting assumption of uncertainty of account receivables valuation, please refer to Notes 5 (1) of the BRTLED group’s consolidated financial statements; for details of explanation on account receivables valuation, please refer to 6 (3) of the BRTLED group’s consolidated financial statements.
The description of key audit matter:
Account receivables of BRTLED group are distributed among customers. The account receivables valuation allowance is calculated according to the expected percentage of credit losses which takes each time interval of overdue of account receivables and adjustments on prospective factors into consideration when estimating expected credit losses of account receivables. The management will, according to the report date, re-update new expected losses within each time interval of overdue and perform individual assessments on major overdue and payment disputes; hence, it involves subjective judgment from the managers and it is considered as one of the key audit matters.
The main audit procedures for the above-mentioned key audit matters include evaluating reasonableness of the percentage of expected credit losses and determining whether there is a major irregularity by comparing the turnover rate and turnover days of accounts receivables with the company’s credit policy and other related information; obtaining the aging schedule, verifying total amount from the aging schedule with general ledger and confirming integrity and accuracy of the aging schedule. Finally, ascertaining whether the bills and accounts receivables in dispute or involved in litigation have been properly handled and checking whether the customers’ receivables dues more than three months have been properly evaluated and checking whether there is a risk of transferring to other receivables.
Other Matter
We have also audited the consolidated financial statements of Bright LED Electronics Corp. as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Fi-
2
nancial 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 the Supervisors) 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 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
2
-
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; if such disclosures are inadequate, we are responsible 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 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, 2021 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.
2
The engagement partners on the audit resulting in this independent auditors’ report are Mr. Yu-Feng Hsu and Ms. Tzu-Hui Li.
KPMG TAIWAN Republic of China
March 22, 2022
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
2
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Bright LED Electronics Corp. and Subsidiaries Consolidated Statements of Cash Flows
From January 1 to December 31, 2021 and 2020
(In Thousands of New Taiwan Dollars)
| (In Thousands of New Taiwan Dollars) | |||
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: Income before tax Adjustments: Depreciation and amortization expenses Expected credit impairment lossesInterest expenses Interest income Dividend income Share-based payment Share of profit/loss of associates accounted for using equity method Loss on disposal or retirement of property, plant and equipment (profit) Loss on modification of lease Total adjustments Changes in operating assets and liabilities: Decrease (increase) in contract assets Decrease in notes and accounts receivable (including related parties) (increase) Decrease (increase) in inventories Decrease in other current assets Decrease in other financial assets-current (increase) Increase in notes and accounts payable (including related parties) (decrease) Increase in other payables and other current liabilities (decrease) Increase in defined benefit liabilities (decrease) Total Cash generated from operations Interest received Interest paid Income tax paid Net cash generated by operating activities CASH FLOWS FROM INVESTING ACTIVITIES :Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of investments using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Decrease in other financial assets -current (increase)Increase in other assets -noncurrentDividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Increase in short-term loans Repayment of long-term borrowings Principal repayment of lease Increase (decrease) in other noncurrent liabilities Cash dividends paid Costs of treasury stock buyback Treasury stock transferred to employees Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR |
2021 | ||
| $ | |||
| 73,617 2,889 4,383 (5,310) (64,569) 7,721 (31,789) (171) - |
|||
| (13,229) | |||
| (69,363) 53,137 (51,290) 24,990 (8,620) (52,210) 6,298 11 |
|||
| (110,276) | |||
| 193,926 5,310 (4,383) (31,411) |
|||
| 163,442 | |||
| (933) 2,821 - (26,993) 834 4,659 (152,098) (9,616) 77,568 |
|||
| (103,758) | |||
| - - (14,342) 10,656 (137,339) - 22,790 |
|||
| (118,235) | |||
| (35,983) | (12,250) | ||
| (94,534) | 74,221 783,088 857,309 |
||
| 857,309 | |||
| $ 762,775 |
Chairman : Tsung-Jen Liaw
CEO : Tsung-Jen Liaw
Accounting Manager : Mei-Lien Lin
[鍵入文字]
Bright LED Electronics Corp. and Subsidiaries Consolidated Statements of Changes in Equity From January 1 to December 31, 2021 and 2020 (In Thousands of New Taiwan Dollars, Except Dividends Per Shares)
| Capital Stock Capital Surplus Balance, January 1, 2020 $ 1,866441,683 Net income- - Other comprehensive income- - Total comprehensive income- - Legal reserve - - Special reserve - - Cash dividend - - Changes in other capital reserves: Changes in net equity of related companies and joint ventures recognized using the equity method - 343 Changes in related companiesrecognized using the equitymethod- 836 Treasury stock buyback- - Treasury stock reduction(50,000) (20,903) Unrealized gains (loss) from equity investment instruments measured at fair value through other comprehensive income - - Balance, December 31, 2020 1,816,742 421,959 Net income - - Other comprehensive income - - Total comprehensive income - - Legal reserve - - Special reserve - - Cash dividend - - Gain/loss on sales of equity instruments at fair value through other comprehensive income - - Overdue dividend - 21 Treasury stock transferred to employees - 7,653 Balance, December 31, 2021 $ 1,816429,633 |
Equity Attributable to Shareholders of the Parent | Equity Attributable to Shareholders of the Parent | Equity Attributable to Shareholders of the Parent | Equity Attributable to Shareholders of the Parent | Total attributable to shareholders of the parent Non-controlling interests Total Equity |
|||
|---|---|---|---|---|---|---|---|---|
| Capital Stock Capital Surplus |
**Retained earnings ** | Others | Treasury Stock | |||||
Legal reserve Special reserve Unappropriated **earnings ** |
Total |
Exchange Differences on translations |
Unrealized gain/loss on assets at fair value through other comprehensive in- come |
Total |
||||
| $ 1,866441,683 | 259,088 84,381 230,460 |
573,929 | (178,989) | 177,576 | (1,413) | (149,507) | 2,731,434 115,578 2,847,012 |
|
| - - - - |
- - 128,125 - - (2,244) |
128,125 (2,244) |
- (15,813) |
- 68,818 |
- 53,005 |
- - |
128,125 4,990 133,115 50,761 (260) 50,501 |
|
| - - |
- - 125,881 |
125,881 | (15,813) | 68,818 | 53,005 | - | 178,886 4,730 183,616 |
|
| - - - - - - - 343 - 836 - - (50,000) (20,903) - - |
23,035 - (23,035) - (82,968) 82,968 - - (141,340) - - - - - - - - - - - - - - (57) |
- - (141,340) - - - - (57) |
- - - - - - - - |
- - - - - - - 57 |
- - - - - - - 57 |
- - - - - (70,903) 70,903 |
- - - - - - (141,340) - (141,340) 343 - 343 836 - 836 (70,903) - (70,903) - - - - - - |
|
| 1,816,742 421,959 | 282,123 1,413 274,877 |
558,413 | (194,802) | 246,451 | 51,649 | (149,507) | 2,699,256 120,308 2,819,564 |
|
| - - - - |
- - 249,233 - - 2,218 |
249,233 2,218 |
- (34,274) |
- 96,628 |
- 62,354 |
- - |
249,233 3,563 252,796 64,572 (1,427) 63,145 |
|
| - - |
- - 251,451 |
251,451 | (34,274) | 96,628 | 62,354 | - | 313,805 2,136 315,941 |
|
| 12,582 - (12,582) - (1,413) 1,413 - - (137,339) - - 305 - - - |
- - (137,339) 305 - |
- - - - - |
- - - (305) - |
- - - (305) - |
- - - - - |
- - - - - - (137,339) - (137,339) - - - 21 - 21 |
||
- 7,653 |
- - - |
- | - | - | - | 22,858 | 30,511 - 30,511 |
|
| $ 1,816429,633 |
294,705 - 378,125 |
672,830 | (229,076) | 342,774 | 113,698 | (126,649) | 2,906,254 122,444 3,028,698 |
Chairman : Tsung-Jen Liaw
Accounting Manager : Mei-Lien Lin
CEO : Tsung-Jen Liaw
[鍵入文字]
【 Attachment IV 】
Bright LED Electronics Corp. 2021 Earnings Distribution Proposal
(In Thousands of New Taiwan Dollars)
| Items | Amount |
|---|---|
| Unappropriated retained earnings as of December 31,2020 | 126,367,853 |
| Add(deduct): | |
| Actuarialprofit and loss changes | 2,217,723 |
| Profit(loss)on disposal of financial assets | 305,251 |
| Allocation of legal reserve | 249,233,263 |
| Turnover of special reserve | (25,175,624) |
| Distributable retained earnings | 352,948,466 |
| Distribution items: (Total number of shares outstanding: 173,203,224 shares) |
|
| Cash dividends(NT$1.0/ share) | 173,203,224 |
| Balance of unappropriated retained earnings | 179,745,242 |
Chairman: Tsung-Jen Liaw CEO: Tsung-Jen Liaw Accounting Manager: Mei-Lien Lin
34
【 Attachment V 】
Bright LED Electronics Corp. Comparison Table for the Articles of Incorporation Before and After Revision
| 【Attachment V】 Bright LED Electronics Corp. Comparison Table for the Articles of Incorporation Before and After Revision |
【Attachment V】 Bright LED Electronics Corp. Comparison Table for the Articles of Incorporation Before and After Revision |
|
|---|---|---|
| June 06,2022 | ||
| After the version | Before the version | Explanation |
| Article 10-2 When the company's shareholders' meet- ing is held, it may be held by video con- ference or other methods announced by the central competent authority. |
Newly added | Increased the ways of convening sharehold- ers’ meeting |
| Chapter IV Directors Article 13 The company sets five to nine seats of directors~~including three seats of Super-~~ ~~visors ~~with a term of three years. The shareholders' meeting shall select and appoint persons with capacity for re-election. The minimum shareholding ratio of directors~~and supervisors~~shall comply with the regulations of the securi- ties regulatory authority. Among the number of directors in the preceding paragraph, the number of inde- pendent directors shall not be less than three, and shall not be less than one-fifth of the number of directors. The election of directors~~and supervisors ~~adopts the can- didate nomination system, and the share- holders' meeting selects and appoints from the list of candidates. The nomina- tion and selection methods of directors ~~and supervisors ~~and other matters to be complied with shall be handled in ac- cordance with the relevant regulations of the competent authority. |
Chapter IV Directors and Supervisors Article 13 The company sets five to nine seats of directors including three seats of Super- visors with a term of three years. The shareholders' meeting shall select and appoint persons with capacity for re-election. The minimum shareholding ratio of directors and supervisors shall comply with the regulations of the secu- rities regulatory authority. Among the number of directors in the preceding paragraph, the number of in- dependent directors shall not be less than two, and shall not be less than one-fifth of the number of directors. The election of directors and supervisors adopts the candidate nomination system, and the shareholders' meeting selects and appoints from the list of candidates. The nomination and selection methods of directors and supervisors, other mat- ters to be complied with shall be han- dled in accordance with the relevant regulations of the competent authority. |
In response to the es- tablishment of the audit committee by the company to re- place the supervisors |
| Deleted | Article 13-2 The authorities of the supervisor are as follows: 1. Business enquiries. 2. Audit of documents and financial status. 3. Other functions and powers conferred by the Company Act and the share- |
In response to the es- tablishment of the audit committee by the company to re- place the supervisors |
3
| holders' meeting. | ||
|---|---|---|
| Article 15-4 Convention of the board of directors of the company shall specify the reason and notify all directors~~and supervisors~~seven days in advance. However, in the event of an emergency, they may be called at any time. The convening notice of the board of directors of the company can be noti- fied to the directors~~and supervisors~~in writing, by e-mailorbyfax. |
Article 15-4 Convention of the board of directors of the company shall specify the reason and notify all directors and supervisors seven days in advance. However, in the event of an emergency, they may be called at any time. The convening notice of the board of directors of the company can be notified to the directors and su- pervisorsinwriting, by e-mailorbyfax. |
In response to the es- tablishment of the audit committee by the company to re- place the supervisors |
| Article 16 The travel expenses paid by the directors ~~and supervisors ~~of the company shall be paid according to the usual level of the industry regardless of the operating profit or loss. |
Article 16 The travel expenses paid by the directors and supervisors of the company shall be paid according to the usual level of the industry regardless of the operating profit or loss. |
In response to the es- tablishment of the audit committee by the company to re- place the supervisors |
| Article 18 At the end of each fiscal year of the com- pany, the board of directors shall compile the following listsand submit to the shareholders' meeting for recognition in accordance with legal procedures. 1. Business report. 2. Financial statements. 3. Proposal of Distribution of surplus or appropriation of losses. |
Article 18 At the end of each fiscal year of the company, the board of directors shall compile the following lists within thirty days before the ordinary shareholders' meeting, it shall be submitted to the su- pervisors for review prior to the share- holders meeting: 1. Business report. 2. Financial statements. 3. Proposal of Distribution of surplus or appropriation of losses. |
In response to the es- tablishment of the audit committee by the company to re- place the supervisors |
| Article 20 The company shall deduct the interests before the distribution of employee re- muneration and directors'~~and supervisors'~~ remuneration from the current year's pre-tax interests. Retaining it to make up for the accumulated loss if any. If there is any remaining balance, no less than 8% of the employee's remuneration and no more than 2% of the director's~~and supervisor's~~ remuneration should be allocated. The determination of employee remuneration, the distribution ratio of remuneration to directors~~and supervisors,~~and the pay- ment of employee remuneration in stock or cash shall be implemented bythe board |
Article 20 The company shall deduct the interests before the distribution of employee re- muneration and directors' and supervi- sors' remuneration from the current year's pre-tax interests. Retaining it to make up for the accumulated loss if any. If there is any remaining balance, no less than 8% of the employee's remu- neration and no more than 2% of the di- rector's and supervisor's remuneration should be allocated. The determination of employee remuneration, the distribu- tion ratio of remuneration to directors and supervisors, and the payment of employee remuneration in stock or cash |
In response to the es- tablishment of the audit committee by the company to re- place the supervisors |
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| of directors with the presence of more than two-thirds of the directors and a res- olution approved by more than half of the directors, and shall report to the share- holders' meeting. Employee compensation is issued in stock or cash to employees from controlling or subordinate companies with certain con- ditions, which are authorized by the board of directors. |
shall be implemented by the board of directors with the presence of more than two-thirds of the directors and a resolu- tion approved by more than half of the directors present, and shall report to the shareholders' meeting. Employee compensation is issued in stock or cash to employees from con- trolling or subordinate companies with certain conditions, which are authorized bythe board of directors. |
|
|---|---|---|
| Article 22 The articles were officially resolved in the Founders Meeting held on March 28, 1981…….. (omitted) Thirty-sixth amendment was made on June 06, 2022. |
Article 22 The articles were officially resolved in the Founders Meeting held on March 28, 1981…….. (omitted) Thirty-fifth amendment was made on August 10, 2021. |
Added revision date |
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【 Attachment VI 】
Bright LED Electronics Corp.
Comparison Table for the Rules and Procedures of Shareholders’ Meeting Before and After Revision
June 06, 2022 After the version Before the version Explanation Article 2 Article 2 Amended according to Financial SuperviUnless otherwise provided by law or regUnless otherwise provided by law or sory Commission's ulation, the Company's shareholders regulation, the Company's shareholders letter No. meetings shall be convened by the board meetings shall be convened by the board 1110133385 dated of directors. of directors. March 7, 2022 and The Company shall prepare electronic The Company shall prepare electronic establishment of auversions of the shareholders meeting noversions of the shareholders meeting diting committee intice and proxy forms, and the origins of notice and proxy forms, and the origins stead of supervisors. and explanatory materials relating to all of and explanatory materials relating to proposals, including proposals for ratifiall proposals, including proposals for cation, matters for deliberation, or the ratification, matters for deliberation, or election or dismissal of directors ~~or su-~~ the election or dismissal of directors or ~~pervisors,~~ and upload them to the Market supervisors, and upload them to the Observation Post System (MOPS) before Market Observation Post System 30 days before the date of a regular (MOPS) before 30 days before the date shareholders meeting or be-fore 15 days of a regular shareholders meeting or bebefore the date of a special shareholders fore 15 days before the date of a special meeting. The Company shall prepare shareholders meeting. The Company electronic versions of the shareholders shall prepare electronic versions of the meeting agenda and supplemental meetshareholders meeting agenda and suping materials and upload them to the plemental meeting materials and upload MOPS before 21 days be-fore the date of them to the MOPS before 21 days bethe regular shareholders meeting or before fore the date of the regular shareholders 15 days before the date of the special meeting or before 15 days before the shareholders meeting. In addition, before date of the special shareholders meeting. 15 days before the date of the shareholdIn addition, before 15 days before the ers meeting, the Company shall also make date of the shareholders meeting, the the shareholders meeting agenda and supCompany shall also make the shareplemental meeting materials available for holders meeting agenda and supplereview by shareholders at any time. The mental meeting materials available for meeting agenda and supplemental materireview by shareholders at any time. The als shall be displayed at the Company and meeting agenda and supplemental mateat the professional shareholder services rials shall be displayed at the Company agency designated thereby. and at the professional shareholder serThe meeting agenda and meeting supplevices agency designated thereby as well mentary materials mentioned in the preas being distributed on-site at the meetceding paragraph shall be distributed at ing place.
The meeting agenda and meeting supplementary materials mentioned in the preceding paragraph shall be distributed at the site of the shareholders' meeting on the day of the shareholders' meeting. If a video conference is to be held, the electronic file shall be sent to the video conference platform of the video conference of the shareholders meeting 30 minutes
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
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Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters shall be raised by an extraordinary motion.
before the start of the meeting, and shall be continuously disclosed until the end of the meeting.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors ~~or supervisors~~ , amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters shall be raised by an extraordinary motion.
(Omitted)
(Omitted) Article 3
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or by video conference to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy
Article 3
Amended according to Financial Supervisory Commission's letter No. 1110133385 dated March 7, 2022.
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder in-tends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
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| shallprevail. | ||
|---|---|---|
| Article 4 The Meeting shall be held at the head of- fice of the Company or at any other ap- propriate place that is convenient for the shareholders to attendexcept via video conference to convene. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. Independent Directors’ opinions on where to convene the Meeting shall take into account as well. When the company holds a video confer- ence for shareholders meeting, the chair- man and the recorder shall be at the same place, and the chairman shall announce the address of the place at the beginning of the meeting. |
Article 4 The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. Independent Directors’ opinions on where to convene the Meeting shall take into account as well. |
Amended according to Financial Supervi- sory Commission's letter No. 1110133385 dated March 7, 2022. |
| Article 5 The Company shall specify in its share- holders meeting notices the time during which shareholder attendance registra- tions will be accepted, the place to regis- ter for attendance, and other matters for attention. The time during which shareholder at- tendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.For the video conference of the shareholders' meeting, registration should be accepted on the video confer- ence platform 30 minutes before the start of the meeting. Shareholders who have completed the registration shall be deemed to have attended the shareholders' meeting in person. Shareholdersor their proxies(collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of at- tendance. The Company may not arbitrar- ily add requirements for other documents beyond those showingeligibilityto attend |
Article 5 The Company shall specify in its share- holders meeting notices the time during which shareholder attendance registra- tions will be accepted, the place to reg- ister for attendance, and other matters for attention. The time during which shareholder at- tendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collec- tively, "shareholders") shall attend shareholders meetings based on attend- ance cards, sign-in cards, or other cer- tificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by share- holders. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Company shall furnish the attending shareholders with an attendance book to sign,or attendingshareholders may |
Amended according to Financial Supervi- sory Commission's letter No. 1110133385 dated March 7, 2022 and establishment of au- diting committee in- stead of supervisors. |
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presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors ~~or supervisors,~~ pre-printed ballots shall also be furnished. When the government or a corporate is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a corporate is appointed to attend as proxy, it may designate only one person to represent it in the meeting. (omitted) Article 5-1
hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a corporate is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a corporate is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
(omitted)
Added according to Financial Supervisory Commission's letter No. 1110133385 dated March 7, 2022.
When the company holds a video conference of the shareholders' meeting, the following matters shall be stated in the meeting notice of shareholders' meeting: 1. Shareholders' participation in video conferences and methods for exercising their rights.
-
The handling of obstacles to the video conference platform due to natural disasters, incidents or other force majeure events, or to participate in video conferences, at least include the following:
-
2-1. The time when the
pre-occupational obstacle cannot be ruled out and the meeting needs to be postponed or resumed, and the date when the meeting needs to be postponed or resumed.
-
2-2. Shareholders who have not registered to participate in the original shareholders meeting by video conference shall not participate in the extension or resumption of the meeting.
-
2-3. When holding video conference for shareholders’ meeting as assis-
4
tance, If the video conference cannot be continued, after deducting the number of shares attending the shareholders meeting by video conference, the total number of shares attending the shareholders meeting reaches the statutory quota for the shareholders meeting, the shareholders meeting should continue. Shareholders who participate by video conference, the number of shares attended shall be included in the total number of shares of shareholders present, and all resolutions of the shareholders' meeting shall be regarded as abstentions.
-
2-4. The handling methods when in the event that all the motions have been announced, but no provisional motion has been made.
-
To hold a video conference of shareholders, the appropriate alternative measures to be provided for shareholders who have difficulty participating in shareholders by video conference shall be specified.
| Article 6 | Article 6 | Amended according |
|---|---|---|
| to Financial Supervi- | ||
| The process of the Meeting shall be | The process of the Meeting shall be | sory Commission's |
| tape-recorded or videotaped and these | tape-recorded or videotaped and these | letter No. |
| tapes shall be preserved for at least one | tapes shall be preserved for at least one | 1110133385 dated |
| year. If, however, a shareholder files a | year. If, however, a shareholder files a | March 7, 2022. |
| lawsuit pursuant to Article 189 of the | lawsuit pursuant to Article 189 of the | |
| Company Act, the recording shall be re- | Company Act, the recording shall be | |
| tained until the conclusion of the litiga- | retained until the conclusion of the liti- | |
| tion. | gation. | |
| If the shareholders' meeting is convened | ||
| by video conference, the video conference | ||
| shall be continuously and uninterruptedly | ||
| taped and recorded during the whole pro- | ||
| cess, and shall be properly preserved dur- | ||
| ing the existing period. | ||
| Article 7 | Article 7 | Amended according |
| to Financial Supervi- | ||
| Shareholders attending the Meeting shall | Shareholders attending the Meeting shall | sory Commission's |
| submit the attendance cardand the num- | submit the attendance card for the pur- | letter No. |
| ber of shares registered on the video con- | pose of signing in. The number of shares | 1110133385 dated |
| ferenceplatformfor thepurpose of sign- | represented byshareholders attending | March 7,2022. |
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ing in. The number of shares represented by shareholders attending the Meeting shall be calculated based on the submitted attendance cards plus the number of shares whose voting powers are exercised in writing or by way of electronic transmission.
the Meeting shall be calculated based on the submitted attendance cards plus the number of shares whose voting powers are exercised in writing or by way of electronic transmission.
Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements, no quorum can yet be constituted and the share-holders present at the Meeting represent less than one - third of the total out-standing shares, the chairman may announce adjournment.
Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate.
If after two postponements, no quorum can yet be constituted and the shareholders present at the Meeting represent less than one - third of the total outstanding shares, the chairman may announce adjournment. For shareholders meeting held by video conference, the company shall also announce the adjournment on the video conference platform of the shareholders' meeting.
If after two postponements, no quorum can yet be constituted but the share-holders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act. The aforesaid tentative resolutions shall be notified by all shareholders and the Company shall convene the Meeting again within one month.
If after two postponements, no quorum can yet be constituted but the share-holders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act. The aforesaid tentative resolutions shall be notified by all shareholders and the Company shall convene the Meeting again within one month. For shareholders meeting held by video conference, shareholders who plan to attend by video conference should re-register with the company. If during the process of the Meeting, the number of outstanding shares represented by the shareholders present be-comes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.
If during the process of the Meeting, the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.
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| Article 9 When a shareholder present at the Meet- ing wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be de- cided by the chairman. If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the con- tents of the Speech Note, the contents of actual speech shall prevail. Unless otherwise permitted by the chair- man, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder. Unless otherwise permitted by the chair- man and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otherwise the chairman shall stop such interruption. If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item. After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond. If the shareholders' meeting is held by video conference, shareholders who par- ticipate via video conference may ask questions in text on the video conference platform of the shareholders' meeting af- ter the chairman announces the meeting and before the chairman announces the adjournment of the meeting. The number of questions asked for each proposal shall not exceed two times, and each time shall be limited to 200 words,but theprovi- |
Article 9 When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the con- tents of actual speech shall prevail. Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder. Unless otherwise permitted by the chairman and the shareholder in speak- ing, no shareholder shall interrupt the speeches of the other shareholders; oth- erwise the chairman shall stop such in- terruption. If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item. After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond. |
Amended according to Financial Supervi- sory Commission's letter No. 1110133385 dated March 7, 2022. |
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| sions of items 1 to 5 shall not apply. | ||
|---|---|---|
| Article 11 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, par- agraph 2 of the Company Act. When the company convenes a share- holders' meeting, shareholders shall exer- cise their voting rights in electronic form or in writing, and the method of exercis- ing shall be specified in the meeting no- tice. Shareholders who exercise their voting rights in writing or in electronic form are deemed to have attended the shareholders' meeting in person. However, the provi- sional motions and amendments to the original motions at the shareholders' meeting shall be deemed as abstentions. In the case of exercising voting rights in writing or in electronic form in the pre- ceding paragraph, the statement of intent shall be delivered to the company two days before the shareholders' meeting. However, those who express their inten- tions before the declaration of revocation are not subject to this limitation. After shareholders exercise their voting rights in writing or in electronic form, if they wish to attend the shareholders’ meeting in person or by video conference, they shall revoke their intention to exer- cise the voting rights in the preceding paragraph two days before the sharehold- ers’ meeting in the same manner as the exercise of voting rights; or the voting rights exercised electronically. If the vot- ing rights are exercised in writing or in electronic form and a proxy is entrusted to attend the shareholders' meeting by proxy, the voting rights that are entrusted to at- tend and exercise shall prevail. Those who exercise their voting rights in writing or in electronic form without re- voking their intentions and participate in the shareholders’ meeting by video con- ferencing shall not exercise voting rights on the originalproposal orpropose |
Article 11 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. Except as otherwise provided in the Company Act and in the Company's ar- ticles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending sharehold- ers. At the time of a vote, for each pro- posal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the con- clusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an al- ternative to a proposal, the chair shall present the amended or alternative pro- posal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed to reject, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be ap-pointed by the chair, provided that all monitoring personnel shall be share- holders of the Company. Vote counting for shareholders meeting proposals or elections shall be conduct- ed in public at the place of the share- holders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. |
Amended according to Financial Supervi- sory Commission's letter No. 1110133385 dated March 7, 2022. |
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amendments to the original proposal or exercise the voting rights for amendments to the original proposal, except for provisional motion.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed to reject, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be ap-pointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the company convenes a video conference of the shareholders' meeting, shareholders who participated via video conference shall conduct voting on various resolutions and election proposals through the video conference platform after the chairman announces the meeting.
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| The voting should be completed before the chairman announces the close of vot- ing and overtime voting will deem to be abstaining from voting. After the chair- man announces the close of voting, the votes shall be counted at one time, and the voting and election results shall be an- nounced. The company shall immediately disclose the voting results and election results of various resolutions on the video conference platform of the shareholders' meeting in accordance with regulations, and shall continue to disclose for at least fifteen minutes after the chairman an- nounces the adjournment of the meeting. |
||
|---|---|---|
| Article 12 The election of directors~~or supervisors~~at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors ~~and supervisors ~~and the numbers of votes with which they were elected. The ballots for the election refer to the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. |
Article 12 The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable elec- tion and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the num- bers of votes with which they were elected. The ballots for the election refer to the preceding paragraph shall be sealed with the signatures of the monitoring person- nel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the liti- gation. |
Amended according to establishment of auditing committee instead of supervi- sors. |
| Article 13 The matters according to laws and regula- tions to be recorded in the minutes of the meeting shall be signed or sealed by the chairman, and the minutes shall be dis- tributed to all shareholders within 20 days after the meeting.The meeting minutes may be produced and distributed in elec- tronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The minutes ofpro- |
Article 13 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distrib- uted to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meet- ing minutes of the preceding paragraph bymeans of apublic announcement |
Amended according to Financial Supervi- sory Commission's letter No. 1110133385 dated March 7, 2022. |
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| ceedings shall be kept permanently during the existence of the company. |
made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the delibera- tions and their results, and shall be re- tained for the duration of the existence of the Company. |
|
|---|---|---|
| Article 14 On the day of a shareholders meeting, the Company shall compile, in the prescribed format, a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxiesand number of shares attended in writing or in elec- tronics form, and shall make an express disclosure of the same at the place of the shareholders meetingand video confer- encing platform. (omitted) |
Article 14 On the day of a shareholders meeting, the Company shall compile, in the pre- scribed format, a statistical statement of the number of shares obtained by solici- tors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. (omitted) |
Amended according to Financial Supervi- sory Commission's letter No. 1110133385 dated March 7, 2022. |
| Article 16 During the Meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the chairman may decide to temporarily sus- pend the Meeting and announce, depend- ing on the situation, when the Meeting will resume or, by resolution of the shareholders present at the Meeting, the chairman may resume the Meeting within five days without further notice or public announcement according to the regulation of the Company Act Article 182. When the company's shareholders meet- ing is held by video conference, before the chairman announces the adjournment of the meeting, due to natural disasters, incidents or other force majeure, the video conference platform is blocked or the par- ticipation by video conference is blocked and such lasts for more than 30 minutes, it shall be postponed within five days or shall be continued, at this time, the provi- sions of Article 182 of the Company Law shall not apply. |
Article 16 During the Meeting, the chairman may, at his discretion, set time for intermis- sion. In case of incident of force majeure, the chairman may decide to temporarily suspend the Meeting and announce, depending on the situation, when the Meeting will resume or, by resolution of the shareholders present at the Meeting, the chairman may resume the Meeting within five days without further notice or public announcement according to the regulation of the Com- pany Act Article 182. |
Amended according to Financial Supervi- sory Commission's letter No. 1110133385 dated March 7, 2022. |
4
In the event of the occurrence of the preceding paragraph, the meeting shall be postponed or continued. Shareholders who have not registered to participate in the original shareholders meeting by video conference shall not participate in the postponed or continued meeting. Shareholders who have registered to participate in the original shareholders meeting by video conference and completed the registration, but did not participate in the postponed or continued meeting, the number of shares attended, voting rights and voting rights exercised at the original shareholders meeting shall be counted in total number of shares, voting rights and election rights as attendance at the postponed or continued meeting. For resolutions that have completed voting and counting, and announced the voting results or the list of directors elected, there is no need to re-discuss and resolve them. The company convened a video conference as assistance for shareholders meeting. If the situation in item 4 occurs and the video conference cannot be continued, however, the total number of shares attended still reaches the statutory quorum for the shareholders meeting after deducting the number of shares attending the shareholders meeting by video conference, it should continue without an extension or resumption of the meeting. For shareholders who participate in the shareholders meeting by video conference, the number of shares attended shall be included in the total number of shares of the shareholders present, but all the resolutions of the shareholders meeting shall be deemed as abstention.
Article 19 Article 19 Added new amendment date The rules were officially resolved in the These Rules and Procedures of ShareFounders Meeting held on June 08, holders’ Meeting are agreed to and 1998…….. signed on June 8, 1998 by all ………… Fourth amendment was approved by the Fourth amendment was approved by the Shareholders’ meeting on June 07, 2021. Shareholders’ meeting on June 07, Fifth amendment was made on June 06, 2021.. 2022.
4
【 Attachment VII 】
Bright LED Electronics Corp.
Comparison Table for the Rules for Election of Directors and Supervisors Before and After Revision
| Before and After Revision | Before and After Revision | ||
|---|---|---|---|
| June 06,2022 | |||
| After the version | Before the version | Explanation | |
| Rules for Election of Directors ~~pervisors~~ |
~~and Su-~~ | Rules for Election of Directors and Su- pervisors |
Amended according to establishment of auditing committee instead of supervi- sors. |
| Article 1 Otherwise provided by law and regulation or by the Company's articles of incorpora- tion, elections of directors~~and supervisors~~ shall be conducted in accordance with these Procedures. |
Article 1 Otherwise provided by law and regula- tion or by the Company's articles of in- corporation, elections of directors and supervisors shall be conducted in ac- cordance with these Procedures. |
Amended according to establishment of auditing committee instead of supervi- sors. |
|
| Article 3 (Deleted) |
Article 3 Supervisors of the Company shall meet the following qualifications: 1. Integrity and a practical attitude. 2. Impartial judgment. 3. Professional knowledge. 4. Broad experience. 5. Ability to read financial statements. In addition to the requirements of the preceding paragraph, at least one among the supervisors of the Company must be an accounting or finance professional. Appointments of supervisors shall be made with reference to the provisions on independence contained in the Regula- tions Governing Appointment of Inde- pendent Directors and Compliance Mat- ters for Public Companies, in order to select appropriate supervisors to help strengthen the corporation's risk man- agement and control of finance and op- erations. At least one supervisor position must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other supervisor or with any direc- tor. A supervisor may not serve concurrently as the director, managerial officer, or anyother employee of the Companyand |
Amended according to establishment of auditing committee instead of supervi- sors. |
5
at least one of the supervisors must be domiciled in the Republic of China to be able to promptly fulfill the functions of supervisor. Article 4 Article 4 Amended according to establishment of Elections of both directors ~~and supervi-~~ Elections of both directors and superviauditing committee ~~sors~~ at the Company shall be conducted in sors at the Company shall be conducted instead of superviaccordance with the candidate nomination in accordance with the candidate nomisors. system and procedures set out in Article nation system and procedures set out in 192-1 and Article 216-1 of the Company Article 192-1 and Article 216-1 of the Act. Company Act. When the number of directors falls below When the number of directors falls befive due to the dismissal of a director for low five due to the dismissal of a direcany reason, the Company shall hold a tor for any reason, the Company shall by-election to fill the vacancy at its next hold a by-election to fill the vacancy at shareholders meeting. When the number its next shareholders meeting. When the of directors falls short by one third of the number of directors falls short by one total number prescribed in the Company’s third of the total number prescribed in articles of incorporation, the Company the Company’s articles of incorporation, shall call a special shareholders meeting the Company shall call a special sharewithin 60 days from the date of occurholders meeting within 60 days from the rence to hold a by-election to fill the vadate of occurrence to hold a by-election cancies. to fill the vacancies. If the number of independent directors is When the number of Supervisors falls insufficient as specified in Paragraph 1, below that prescribed in the Company’s Article 14-2 of the Securities and Exarticles of incorporation due to the dischange Act or the Articles of Incorporamissal of a Supervisor for any reason, a tion, a by-election shall be held at the latby-election to fill the vacancy should be est shareholders' meeting; when all indeheld at the next shareholders meeting pendent directors are dismissed, they ideally. When the Supervisors are disshall, within 60 days from the date of the missed en masse, a special shareholders occurrence of the fact, Hold an extraordimeeting shall be called within 60 days nary general meeting of shareholders for from the date of occurrence to hold a by-election. by-election to fill the vacancies.
Article 4
If the number of independent directors is insufficient as specified in Paragraph 1, Article 14-2 of the Securities and Exchange Act or the Articles of Incorporation, a by-election shall be held at the latest shareholders' meeting; when all independent directors are dismissed, they shall, within 60 days from the date of the occurrence of the fact, Hold an extraordinary general meeting of shareholders for by-election.
~~When the number of Supervisors falls below that prescribed in the Company’s articles of incorporation due to the dismissal of a Supervisor for any reason, a by-election to fill the vacancy should be held at the next shareholders meeting ideally. When the Supervisors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.~~
Article 5
Article 5
Article 5 Amended according to establishment of The cumulative voting method shall be auditing committee used for election of the Directors and instead of superviSupervisors at the Company. Each share sors. will have voting rights in number equal
The cumulative voting method shall be used for election of the Directors ~~and Supervisors~~ at the Company. Each share will have voting rights in number equal to the
5
| Directors ~~or Supervisorst~~o be elected, and may be cast for a single candidate or split among multiple candidates. The election of independent Directors and non-independent Directors shall be held together, elected positions shall be calcu- lated separately. |
to the Directors or Supervisors to be elected, and may be cast for a single candidate or split among multiple can- didates. The election of independent Di- rectors and non-independent Directors shall be held together, elected positions shall be calculated separately. |
|
|---|---|---|
| Article 6 The board of directors shall prepare sepa- rate ballots for Directors~~and Supervisors~~ in numbers corresponding to the Directors ~~or Supervisors ~~to be elected. The number of voting rights associated with each bal- lot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. |
Article 6 The board of directors shall prepare separate ballots for Directors and Super- visors in numbers corresponding to the Directors or Supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. |
Amended according to establishment of auditing committee instead of supervi- sors. |
| Article 7 The number of Directors~~and Supervisors~~ will be as specified according to the Company's articles of incorporation, with voting rights separately calculated for in- dependent and non-independent director seats. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified seats of directors, they shall draw lots to deter- mine the winner, with the chair drawing lots on behalf of any person not in at- tendance. |
Article 7 The number of Directors and Supervi- sors will be as specified according to the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving bal- lots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons re- ceive the same number of votes, thus exceeding the specified number of posi- tions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attend- ance. |
Amended according to establishment of auditing committee instead of supervi- sors. |
| Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, includ- ing the list of persons elected as Directors ~~or Supervisors ~~and the numbers of votes with which they were elected, shall be announced by the chair on the site. |
Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as Directors or Supervisors and the num- bers of votes with which they were elected, shall be announced by the chair on the site. |
Amended according to establishment of auditing committee instead of supervi- sors. |
| Article 12 | Article 12 | Amended according |
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| The board of Directors of the Company shall issue notifications to the persons elected as Directors~~or Supervisors~~. |
The board of Directors of the Company shall issue notifications to the persons elected as Directors or Supervisors. |
to establishment of auditing committee instead of supervi- sors. |
|---|---|---|
| Article 14 The rules were officially resolved in the Founders Meeting held on June 08, 1998. (omitted) Fifth amendment was approved by the Shareholders’ meeting on June 06, 2022. |
Article 14 The rules were officially resolved in the Founders Meeting held on June 08, 1998. (omitted) Fourth amendment was approved by the Shareholders’ meetingon June 08,2018 |
Added new amend- ment date |
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【 Attachment VIII 】
Bright LED Electronics Corp.
Comparison Table for the Procedures for Acquisition or Disposal of Assets Before and After Revision
| Before | and After Revision | |
|---|---|---|
| June 06,2022 | ||
| After the version | Before the version | Explanation |
| Article 1: Purpose In order to protect assets and implement information disclosure,in addition to the internal control system, the company has also formulated this processing procedure for compliance with the acquisition or disposal of asset transactions. |
Article 1: Purpose In order to protect assets and implement information disclosure, this processing procedure is specially set. |
Amended for content text. |
| Article 4 Terms used in these regulations are defined as follows: (1~6 Omitted) 7. The term "within a 1-year period" means a period of 1 year calculated retro- actively from the date of assets acquisi- tion or disposal. Amounts alreadyevalu- ated by a professional appraiser with ap- praisal report, evaluated with chartered accountant’s opinionsor announced pub- licly are exempted from inclusion in the calculation. (omitted) |
Article 4 Terms used in these regulations are defined as follows: (1~6 Omitted) 7. The term "within a 1-year period" means a period of 1 year calculated ret- roactively from the date of assets acqui- sition or disposal. Amounts already an- nounced publicly are exempted from inclusion in the calculation. (omitted) |
Amended for adjust- ment of the content |
| Article 6 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certi- fied public accountant's opinions, attor- ney's opinions, or underwriter's opinions shall meet the following requirements: (1~3 omitted) 4.When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-discipline rules of the related as- sociations to which belongs toand with the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. |
Article 6 Professional appraisers and their offic- ers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following re- quirements: (1~3 omitted) 4.When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1. Prior to accepting a case, they shall prudently assess their own profes- sional capabilities, practical experi- ence, and independence. 2. When examining a case, they shall appropriately plan and execute ade- |
Amended in accord- ance with the content of “Regulations Gov- erning the Acquisi- tion and Disposal of Assets by Public Companies” |
5
-
When executing a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
-
They shall undertake an item-by-item evaluation of the ~~comprehensiveness, accuracy~~ appropriateness and reasonableness of the sources of data use, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
-
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and ~~accurate~~ appropriate, and that they have complied with applicable laws and regulations.
quate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
-
They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data use, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
-
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
Article 6-1
Added resolution process
When reporting the acquisition or disposal of assets to the board of directors for discussion in accordance with these procedures, the opinions of independent directors shall be fully considered. Any dissenting opinions or reservations from independent directors shall be stated in the meeting minutes of the board of directors. Amendments to this procedure or major asset transactions shall be approved by more than half of all members from the audit committee, and a resolution shall be submitted to the board of directors. If not approved by more than one-half of all members of the audit committee, it may be implemented with the consent of more than two-thirds of all directors and the resolution of the audit committee shall be recorded in the meeting minutes of the board of directors.
Article 7
The procedures of the acquisition or disposal of real property, equipment, or
Article 7 Amended in accordance with the content The procedures of the acquisition or of “Regulations Govdisposal of real property, equipment, or erning the Acquisi-
5
right-of-use assets
~~1. Appraisal and Operating procedures When the company acquis its or disposes real property, equipment or right-of-use assets, shall follow the Company’s property, plant and equipment cycle in our internal control system.~~
-
Deciding procedures of transaction terms and degree of authority delegated:
-
Acquiring or disposing real property or right-of-use assets shall consider its present value, assessed value, nearby real-estate’s transaction price…etc. Resolved transaction terms and prices should present in analysis report to the chairman. When the total amount is over NT$10 million dollars, the decision must be approved by the chairman. When the total amount is over NT$50 million dollars, the decision shall, in accordance with the provisions of Article 6-1, be approved by the Audit Committee and be approved by the board of Directors.
-
Acquiring or disposing equipment or right-of-use assets shall be completed by either inquiring, pricing and bargaining prices or tendering. When the total amount is below NT$10 million dollars, the decision must be approved according to the degree of authority delegated. When the total amount is over NT$10 million dollars, the decision must be approved by the chairman. When the total amount is over NT$50 million dollars, the decision shall , in accordance with the provisions of Article 6-1, be approved by the Audit Committee and be approved by the board of Directors.
~~3. With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. Where the position of independent director has been created in accordance with the provisions of the Act, when a transaction involving the acquisition or disposal of assets is~~
right-of-use assets
tion and Disposal of Assets by Public Companies” and establishment of auditing committee instead of supervisors.
-
Appraisal and Operating procedures When the company acquis its or disposes real property, equipment or right-of-use assets, shall follow the Company’s property, plant and equipment cycle in our internal control system.
-
Deciding procedures of transaction terms and degree of authority delegated
-
Acquiring or disposing real property or right-of-use assets shall consider its present value, assessed value, nearby real-estate’s transaction price…etc. Resolved transaction terms and prices should present in analysis report to the chairman. When the total amount is over NT$10 million dollars, the decision must be approved by the chairman. When the total amount is over NT$50 million dollars, the decision shall be approved by the board of Directors.
-
Acquiring or disposing equipment or right-of-use assets shall be completed by either inquiring, pricing and bargaining prices or tendering. When the total amount is below NT$10 million dollars, the decision must be approved according to the degree of authority delegated. When the total amount is over NT$10 million dollars, the decision must be approved by the chairman. When the total amount is over NT$50 million dollars, the decision shall be approved by the board of Directors.
-
With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. Where the position of independent director has been created in accordance with the provisions of the Act, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph,
5
~~submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.~~
the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
- Executive unit
Acquiring or disposing real property, equipment, or right-of-use assets shall according to the previously stated level of authority and submit for approval and execute by user department and administration department.
- Executive unit
Acquiring or disposing real property, equipment, or right-of-use assets shall according to the previously stated level of authority and submit for approval and execute by user department and administration department.
-
Real property, equipment, or right-of-use assets appraisal report: (omitted)
-
Real property, equipment, or right-of-use assets appraisal report: (omitted)
right-of-use assets appraisal report: 3. If the appraisal result from a pro(omitted) fessional appraiser falls under any of 3. If the appraisal result from a profesthe following circumstances, except sional appraiser falls under any of the that the appraisal result of the acfollowing circumstances, except that quired assets is higher than the transthe appraisal result of the acquired asaction amount, or the appraisal result sets is higher than the transaction of the dispose of the assets is all lowamount, or the appraisal result of the er than the transaction amount, the dispose of the assets is all lower than Company shall consult with acthe transaction amount, the Company countant who shall comply with Aushall consult with accountant ~~who shall~~ diting Standards Bulletin No. 20 of ~~comply with Auditing Standards Bulle-~~ Accounting Research and Develop- ~~tin No. 20 of Accounting Research and~~ ment Foundation of the Republic of ~~Development Foundation of the Re-~~ China to stipulate the handling, and ~~public of China~~ to stipulate the hanexpress specific opinions on the readling, and express specific opinions on sons for the difference and the reathe reasons for the difference and the sonableness of the transaction price: reasonableness of the transaction price: Omitted Omitted
Article 8 Article 8
The procedures of the acquisition or disposal of securities 1. Assessment and operational procedures:
The procedures of the acquisition or disposal of securities
~~1. Assessment and operational procedures:~~
The purchase and sale of securities of the company shall be handled in accordance with the investment cycle of the company's internal control system. 2. Deciding procedures of transaction terms and degree of authority delegated:
~~The purchase and sale of securities of the company shall be handled in accordance with the investment cycle of the company's internal control system.~~
-
Deciding procedures of transaction terms and degree of authority delegated:
-
The purchase and sale of securities on the centralized exchange market or the business premises of a securities firm shall be determined by the responsible unit based on market
-
The purchase and sale of securities on the centralized exchange market or the business premises of a securities firm shall be determined by the responsible unit based on market condi-
Removed duplicated content in accordance with the content of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and establishment of auditing committee instead of supervisors.
5
tions. If the amount is less than NT$100 million (inclusive), it shall be approved by the chairman of the board; if the amount exceeds NT$100 million, it must, in accordance with the provisions of Article 6-1, be approved by the Audit Committee and by the board of directors.
conditions. If the amount is less than NT$100 million (inclusive), it shall be approved by the chairman of the board; if the amount exceeds NT$100 million, it must be approved by the board of directors.
-
For securities trading not on the centralized exchange market or at the business premises of a securities firm, the most recent financial statement of the subject company that has been audited, certified or reviewed by an accountant should be taken as a reference for evaluating the transaction price before the date of the fact, its net worth per share, profitability and future development potential, etc. If the amount is less than NT$50 million (inclusive), it shall be approved by the chairman of the board; if the amount exceeds NT$50 million, it must be approved by the board of directors.
-
For securities trading not on the centralized exchange market or at the business premises of a securities firm, the most recent financial statement of the subject company that has been audited, certified or reviewed by an accountant should be taken as a reference for evaluating the transaction price before the date of the fact, its net worth per share, profitability and future development potential, etc. If the amount is less than NT$50 million (inclusive), it shall be approved by the chairman of the board; if the amount exceeds NT$50 million, it must, in accordance with the provisions of Article 6-1, be approved by the Audit Committee and by the board of directors.
-
With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. Omitted
Omitted
Article 9
Article 9
Removed duplicated content and adjusted sequences in accordance with the content of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and establishment of auditing committee instead of supervisors.
Related party transactions
Related party transactions Related party transactions 1. When a public company engages in any 1. When a public company engages in acquisition or disposal of assets from or to any acquisition or disposal of assets a related party, ~~in addition to matters such~~ from or to a related party, in addition to ~~as handling procedures in accordance~~ matters such as handling procedures in ~~with Articles 7 and 8 and handling rele-~~ accordance with Articles 7 and 8 and ~~vant resolution procedures and evaluation~~ handling relevant resolution procedures ~~procedures with the rationality of transac-~~ and evaluation procedures with the ra- ~~tion conditions as stipulated below,~~ if the tionality of transaction conditions as transaction amount reaches 10 percent or stipulated below, if the transaction more of the company's total assets, the amount reaches 10 percent or more of company shall also obtain an appraisal the company's total assets, the company report from a professional appraiser or a shall also obtain an appraisal report from CPA's opinion ~~in compliance with the~~ a professional appraiser or a CPA's ~~provisions of the preceding Article 7,8~~ opinion in compliance with the provi- ~~and 10. T~~ he calculation of the transaction sions of the preceding Article 7,8 and amount referred to in the preceding para10. The calculation of the transaction
5
graph shall be made in accordance with Article 4 section 7 herein. When judging whether a transactional counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
amount referred to in the preceding paragraph shall be made in accordance with Article 4 section 7 herein. When judging whether a transactional counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
-
Assessment and Operating procedures
-
When a public company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been in accordance with the provisions of Article 6-1, be approved by the Audit Committee and by the board of directors: ~~approved by the board of directors and recognized by the supervisors:~~ (omitted as adjusted serial numbers only) ~~The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 31, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount.~~
-
Assessment and Operating procedures When a public company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors:
(omitted as adjusted serial numbers only)
The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 31, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount. With respect to the types of transactions listed below, when to be conducted between a public company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to Article 7, paragraph 1, subparagraph 3 delegate the board chairman to decide such matters when the transaction is within a certain
- With respect to the types of transactions listed below, when to be conducted between a public company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to Article 7, paragraph 1, subparagraph 3 delegate the board
5
chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
-
Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
-
Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
-
Acquisition or disposal of real property right-of-use assets held for business use.
-
Acquisition or disposal of real property right-of-use assets held for business use.
Where the position of independent director has been created in accordance with the provisions of the Act, when a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
~~Where the position of independent director has been created in accordance with the provisions of the Act, when a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.~~
-
Reasonableness of the transaction costs
-
Reasonableness of the transaction costs
-
A public company that acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs and consult with the accountant to audit and express specific opinions by the following means:
-
A public company that acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: (omitted)
-
Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
(omitted)
~~2.~~ 3. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. However, the foregoing provisions shall not apply in the following circumstances:
- A public company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion.
A. The related person acquires the real estate or its right-to-use assets through inheritance or gift.
- When the results of a public company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 18. However, where the following circumstanc-
B. It has been more than five years since the contract date for the related party to acquire the real estate or the right-to-use asset.
- C. Sign a joint construction contract with a related party, or obtain real estate by entrusting
6
- a related party to build real estate from a local commissioned construction, leased land commissioned construction, etc.
- D. Acquisition of real estate, use-of-rights assets for business use between parent and subsidiary companies, or between subsidiaries that directly or indirectly hold 100% of the issued shares or total capital.
~~3. A public company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion.~~
~~4. When the results of a public company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 18.~~
-
~~Where a public company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding section 3 items 1 and 2’s~~ When the evaluation results in the preceding paragraph are lower than the transaction price, the following steps shall be taken:
-
A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property or right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
-
~~Supervisors~~ Independent directors
-
es exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been ob-
tained, this restriction shall not apply:
-
Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
-
A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
-
B. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.
-
C. Where a public company acquiring real property, or obtaining real property or right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued
6
from the audit committee shall comply with Article 218 of the Company Act. ~~Where an audit committee has been established in accordance with the provisions of the Act, the preceding part of this subparagraph shall apply mutatis mutandis to the independent director members of the audit committee.~~
-
Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
-
If any evidence showing that the transaction is out of business practice, it should also be handled in accordance with the first three points of this paragraph. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and CPA, this restriction shall not apply:
-
Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is
parcels of land of a similar size by unrelated parties within the preceding year.
-
Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.
-
Where a public company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding section 3 items 1 and 2’s evaluation are uniformly lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property or right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
-
Supervisors shall comply with Article 218 of the Company Act.
6
lower.
-
Where an audit committee has been established in accordance with the provisions of the Act, the preceding part of this subparagraph shall apply mutatis mutandis to the independent director members of the audit committee.
-
B. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.
-
Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
~~C. Where a public company acquiring real property, or obtaining real property or right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.~~
A public company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.
-
Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.
-
Where a public company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding sections 1 and 2 for related evaluation and procedure, and the preceding section 3 items 1, 2 and 3 do not apply: 1. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
-
More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
-
The real property is acquired through signing of a joint development contract with the related party, or through engaging a re-
Omitted
6
| lated party to build real property, | ||
|---|---|---|
| either on the company's own land | ||
| or on rented land. | ||
| 4. The real property right-of-use | ||
| assets for business use are ac- | ||
| quired by the public company | ||
| with its parent or subsidiaries, or | ||
| by its subsidiaries in which it di- | ||
| rectly or indirectly holds 100 | ||
| percent of the issued shares or | ||
| authorized capital. | ||
| 7. When a public company obtains | ||
| real property or right-of-use assets | ||
| thereof from a related party, it shall | ||
| also comply with the preceding sec- | ||
| tion 3, item 5 if there is other evi- | ||
| dence indicating that the acquisition | ||
| was not an arm’s length transaction. | ||
| Article 10 | Removed duplicated | |
| content and adjusted | ||
| The procedures of the acquisition or | sequences in accord- | |
| disposal of intangible assets or | ance with the content | |
| right-of-use assets thereof or member- ships 1. Appraisal and Operating procedures When the company acquires or disposes intangible assets or right-of-use assets thereof or membership shall follow the Company’s property, plant and equip- ment cycle in our internal control sys- tem. |
of “Regulations Gov- erning the Acquisi- tion and Disposal of Assets by Public Companies” and es- tablishment of audit- ing committee instead of supervisors. |
|
| 2. Deciding procedures of transaction | ||
| terms and degree of authority delegated | ||
| 1. Acquiring or disposing member- | ||
| ships shall consider evaluation report | ||
| from experts or fair market value. | ||
| Resolved transaction terms and prices | ||
| should present in analysis report to | ||
| the chairman. When the total amount | ||
| is below 10% of the paid-in capital or | ||
| NT$50 million dollars, the decision | ||
| shall be approved by the chairman. | ||
When the total amount is over NT$50 |
||
| million dollars, the decision shall be | ||
| approved by the board of Directors. | ||
| 2. Acquiring or disposing intangible | ||
| assets or right-of-use assets shall | ||
| consider evaluation report from ex- | ||
| perts or fair market value. Resolved | ||
transaction terms and prices should |
||
| present in analysis report to the | ||
| chairman. When the total amount is | ||
| below 10% of thepaid-in capital or |
Article 10
The procedures of the acquisition or disposal of intangible assets or right-of-use assets thereof or memberships ~~1. Appraisal and Operating procedures When the company acquires or disposes intangible assets or right-of-use assets thereof or membership shall follow the Company’s property, plant and equipment cycle in our internal control system.~~ 1. Deciding procedures of transaction terms and degree of authority delegated
-
Acquiring or disposing memberships shall consider evaluation report from experts or fair market value. Resolved transaction terms and prices should present in analysis report to the chairman. When the total amount is below 10% of the paid-in capital or NT$50 million dollars, the decision shall be approved by the chairman. When the total amount is over NT$50 million dollars, the decision shall in accordance with the provisions of Article 6-1, be approved by the Audit Committee and by the board of directors. ~~be approved by the board of Directors.~~
-
Acquiring or disposing intangible assets or right-of-use assets shall consider evaluation report from experts or fair market value. Resolved transaction terms and prices should present in analysis report to the chairman. When the total amount is below 10% of the
6
paid-in capital or NT$50 million dollars, the decision shall be approved by the chairman. When the total amount is over NT$50 million dollars, the decision shall in accordance with the provisions of Article 6-1, be approved by the Audit Committee and by the board of directors. ~~be approved by the board of Directors.~~
NT$50 million dollars, the decision shall be approved by the chairman. When the total amount is over NT$50 million dollars, the decision shall be approved by the board of Directors. 3. With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor.
~~3. With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor.~~
- Executive unit
Acquiring or disposing intangible assets or right-of-use assets thereof or memberships shall according to the previously stated level of authority and submit for approval and execute by user department and administration department.
- Executive unit
Acquiring or disposing intangible assets or right-of-use assets thereof or memberships shall according to the previously stated level of authority and submit for approval and execute by user department and administration department.
-
Intangible assets or right-of-use assets thereof or memberships appraisal report (omitted)
-
Intangible assets or right-of-use assets thereof or memberships appraisal report (omitted)
-
In acquiring or disposing intangible assets or right-of-use assets thereof or memberships thereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, shall not just obtain an appraisal report from a professional appraiser but also obtain CPA’s opinion on reasonableness of transaction prices prior to the date of occurrence of the event. CPA shall further conduct and comply with Article 20 of Statements on Auditing Standards published by Accounting Research and Development Foundation.
-
In acquiring or disposing intangible assets or right-of-use assets thereof or memberships thereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, shall not just obtain an appraisal report from a professional appraiser but also obtain CPA’s opinion on reasonableness of transaction prices prior to the date of occurrence of the event. ~~CPA shall further conduct and comply with Article 20 of Statements on Auditing Standards published by Accounting Research and Development Foundation.~~
Article 11-1
(deleted)
Article 11-1
The calculation of the transaction amount in Articles 7, 8 and 10 shall be handled in accordance with the provisions of Paragraph 7 of Article 4. The term within one year is based on the date
Amended in Article 4, so deleting duplicate content
6
| of the actual occurrence of this transac- tion and is retrospectively calculated for one year. The procedure stipulates that the appraisal report or the accountant's opinion is exempted from being count- ed. |
||
|---|---|---|
| Article 12 The procedures for the acquisition or dis- posal of derivatives trading 1. Trading principals and strategies ~~1. Types of trading~~ ~~1. Derivative financial products en-~~ ~~gaged by the company refer to~~ ~~transaction contracts whose value~~ ~~is derived from assets, interest~~ ~~rates, exchange rates, indices or~~ ~~other interests. (For example, for-~~ ~~ward contracts, options, futures,~~ ~~interest rates or exchange rates,~~ ~~exchanges, and compound con-~~ ~~tracts formed by combining the~~ ~~above commodities, etc.)~~ ~~2. Matters related to bond margin~~ ~~trading shall be handled in ac-~~ ~~cordance with the relevant provi-~~ ~~sions of this handling procedure.~~ ~~The provisions of this treatment~~ ~~may not apply to bond transactions~~ ~~with buyback conditions.~~ ~~2. Operating (hedging) strategy~~ The company engages in derivative fi- nancial product transactions, which should be aimed at hedging risks. The trading products should be used to avoid risks arising from the company's business operations. The currency held must be consistent with the company's actual foreign currency requirements for import and export transactions. The overall internal position of the compa- ny (referring to foreign currency in- come and expenditure) is self-levelling as the principle, so as to reduce the overall foreign exchange risk of the company and save the cost of foreign exchange operation. Transactions for other specific purposes must be care- fully evaluated and submitted to the board of directors for approval. 2. Executive unit and decision-making procedure: ~~3. Segregation of duties~~ |
Article 12 The procedures for the acquisition or disposal of derivatives trading 1. Trading principals and strategies 1. Types of trading 1. Derivative financial products engaged by the company refer to transaction contracts whose val- ue is derived from assets, interest rates, exchange rates, indices or other interests. (For example, forward contracts, options, fu- tures, interest rates or exchange rates, exchanges, and compound contracts formed by combining the above commodities, etc.) 2. Matters related to bond margin trading shall be handled in ac- cordance with the relevant provi- sions of this handling procedure. The provisions of this treatment may not apply to bond transac- tions with buyback conditions. 2. Operating (hedging) strategy The company engages in derivative financial product transactions, which should be aimed at hedging risks. The trading products should be used to avoid risks arising from the company's business operations. The currency held must be con- sistent with the company's actual foreign currency requirements for import and export transactions. The overall internal position of the company (referring to foreign currency income and expenditure) is self-levelling as the principle, so as to reduce the overall foreign exchange risk of the company and save the cost of foreign exchange operation. Transactions for other specific purposes must be careful- ly evaluated and submitted to the board of directors for approval. 3. Segregation of duties |
Amended content text, removed dupli- cated content and ad- justed sequences |
6
- Finance department: 1. Finance department: 1. Trader (1) Trader (omitted as adjusting serial (omitted as adjusting serial numbers only) numbers only) 2. Accounting staff (2) Accounting staff (omitted as adjusting serial (omitted as adjusting serial numbers only) numbers only) (5). Reporting and announcing E. Reporting and announcaccording to the regulations ing according to the from Financial Supervisory regulations from the Commission. Securities and Futures 3. Settlement executor: executing Commission. settlement tasks. (3) Settlement executor: exe4. Derivatives’ delegate of approvcuting settlement tasks. al: (4) Derivatives’ delegate of ap(1). Approval for hedging transproval: actions A. Approval for hedging (2). Transactions for other spetransactions cific purposes. It can only be, B. Transactions for other in accordance with the provispecific purposes. It can onsions of Article 6-1, approved ly be carried out after subby the Audit Committee and mitting it to the board of diby the board of directors. rectors for approval. ~~(3). The acquisition or disposal~~ C. The acquisition or dis- ~~of assets by the company shall~~ posal of assets by the com- ~~be approved by the board of~~ pany shall be approved by ~~directors in accordance with~~ the board of directors in ac- ~~the prescribed handling pro-~~ cordance with the prescribed ~~cedures or other legal provi-~~ handling procedures or other ~~sions. If a director expresses~~ legal provisions. If a director ~~objection and has a record or~~ expresses objection and has ~~written statement, the com-~~ a record or written state- ~~pany shall send the director's~~ ment, the company shall ~~objection information to each~~ send the director's objection ~~supervisor.~~ information to each super2. Auditing department visor. (omitted as adjusting serial numbers 2. Auditing department only) (omitted as adjusting serial num3. Internal auditing system bers only) 1. Internal auditors shall check the suita3. Internal auditing system bility of internal control of derivative 1. Internal auditors shall check the suittransactions periodically and inspect ability of internal control of derivative monthly the compliance of the trading transactions periodically and inspect departments with the procedures for the monthly the compliance of the trading acquisition or disposal of derivatives departments with the procedures for the trading and analyze the trading cycle in acquisition or disposal of derivatives order to make the auditing report. If there trading and analyze the trading cycle in are abnormal situations, the internal audiorder to make the auditing report. If tors shall report ~~to the Supervisors~~ to the there are abnormal situations, the intermembers from Auditing committee in nal auditors shall report to the Superviwriting. sors in writing. Omitted Omitted
Article 17 Article 17 Amended in accord-
6
ance with the content of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and establishment of auditing committee instead of supervisors.
~~After the Company's "Acquisition or~~ After the Company's "Acquisition or of “Regulations Gov- ~~Disposal of Assets Handling Procedures"~~ Disposal of Assets Handling Proceerning the Acquisi- ~~has been approved by the board of direc-~~ dures" has been approved by the board tion and Disposal of ~~tors, it will be submitted to the supervi-~~ of directors, it will be submitted to the Assets by Public ~~sors and to the shareholders' meeting for~~ supervisors and to the shareholders' Companies” and es- ~~approval. The same applies to amend-~~ meeting for approval. The same applies tablishment of audit- ~~ments. If a director expresses an objection~~ to amendments. If a director expresses ing committee instead ~~with a record or written statement, the~~ an objection with a record or written of supervisors. ~~company shall submit the director's ob-~~ statement, the company shall submit the ~~jection information to each supervisor.~~ director's objection information to each ~~When submitting the procedures for han-~~ supervisor. ~~dling assets acquired or disposed of to the~~ When submitting the procedures for ~~board of directors for discussion in ac-~~ handling assets acquired or disposed of ~~cordance with the provisions of the pre-~~ to the board of directors for discussion ~~ceding paragraph, the opinions of inde-~~ in accordance with the provisions of the ~~pendent directors shall be fully consid-~~ preceding paragraph, the opinions of ~~ered. Any dissenting opinions or reserva-~~ independent directors shall be fully con- ~~tions of independent directors shall be~~ sidered. Any dissenting opinions or res- ~~stated in the meeting minutes at the board~~ ervations of independent directors shall ~~meeting.~~ be stated in the meeting minutes at the The Company's "procedures for the acboard meeting. quisition or disposal of assets" shall be approved by the Audit Committee in accordance with the provisions of Article 6-1, then submitted to the Board of Directors for approval, and finally submitted to the shareholders' meeting for approval. If a director expresses dissent with a record or written statement, the company shall submit the director's dissent to the shareholders' meeting for discussion. The same applies to revisions. Article 18 Article 18 The content is contained in Article 17, (Deleted) Supplementary so deleting. After this procedure has been coordinated, it will be submitted to the supervisors and reported to the shareholders' meeting. The same applies to revisions. Article 19 Article 19 Added new amendment date The rules were officially resolved in the The rules were officially resolved in the Founders Meeting held on April 08, 1998. Founders Meeting held on April 08, (omitted) 1998. (omitted) Thirteenth amendment was approved by Twelfth amendment was approved by the Shareholders’ meeting on June 06, 2022. the Shareholders’ meeting on June 12, 2019
6
【 Attachment IX 】
Bright LED Electronics Corp. Comparison Table for the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantee
Before and After Revision
| Before | Before | and After Revision | |
|---|---|---|---|
| June 06,2022 | |||
| After the version | Before the version | Explanation | |
| Article 1 These articles are formulated in accord- ance with~~Article 36-1 of ~~the Securities and Exchange Actand “Regulations Gov- erning Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” ~~(hereinafter referred to as the~~ ~~Act).~~ |
Article 1 These articles are formulated in accord- ance with Article 36-1 of the Securities and Exchange Act (hereinafter referred to as the Act). |
Amended for content text. |
|
| ~~erenaer reerre o as e~~ | |||
| Article 3 Under Article 15 of the Company Act,~~a~~ ~~public ~~the Companyshall not loan funds to any of its shareholders or any other person except under the following cir- cumstances: Omitted |
Article 3 Under Article 15 of the Company Act, a public company shall not loan funds to any of its shareholders or any other per- son except under the following circum- stances: Omitted |
Amended for content text. |
|
| Article 5 The companymay endorse the following companies: Omitted |
Article 5 Company may endorse the following companies: Omitted |
Amended for content text. |
|
| Article 8 ~~The Company intending to loan funds to~~ ~~others shall formulate its Operational~~ ~~Procedures for Loaning Funds to Others~~ ~~in compliance with these Regulations,~~ ~~and, after passage by the board of direc-~~ ~~tors, submit the Procedures to each super-~~ ~~i d bit th f l b th~~ |
Article 8 The Company intending to loan funds to others shall formulate its Operational Procedures for Loaning Funds to Others in compliance with these Regulations, and, after passage by the board of direc- tors, submit the Procedures to each su- pervisor and submit them for approval by the shareholders' meeting; where any director expresses dissent and it is con- tained in the minutes or a written state- ment, the company shall submit the dis- senting opinion to each supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures. Where the Company has established the position of independent director,when it |
Amended in accord- ance with establish- ment of auditing committee instead of supervisors. |
|
| ~~vsor an sum em or approva y e~~ ~~hhld' ti h dit~~ |
|||
| ~~sareoers meeng; were any recor~~ ~~dit d it i tid i th~~ |
|||
| ~~expresses ssen an s conane n e~~ ~~minutes or a written statement, the com-~~ ~~pany shall submit the dissenting opinion~~ ~~to each supervisor and for discussion by~~ ~~th hhld' ti Th hll~~ |
|||
| ~~e sareoers meeng. e same sa~~ ~~apply to any amendments to the Proce-~~ ~~dures.~~ The Company shall formulate these arti- cles first with the approval of more than |
6
half of all members from the Audit Committee, then submit to the board of directors for approval and finally submit it to the shareholders' meeting for approval. Any objection shall be submitted to the shareholders' meeting for discussion. The same shall apply to revisions. ~~Where the Company has established the position of independent director, when it submits its Operational Procedures for Loaning Funds to Others for discussion by the board of directors under~~ The opinions of the independent directors shall be fully considered when the formulations and revisions in the preceding paragraph, ~~the board of directors shall take into full consideration each independent director's opinion~~ ; if an independent director has a dissenting or reserved opinion, it shall be noted in the meeting minutes of the board of directors meeting.
submits its Operational Procedures for Loaning Funds to Others for discussion by the board of directors under the preceding paragraph, the board of directors shall take into full consideration each independent director's opinion; if an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of directors meeting.
Paragraph 1 may be implemented with the consent of more than two-thirds of all directors, if it is not approved by more than one-half of all members from the audit committee, and the resolution of the audit committee shall be recorded in the meeting minutes at the board of directors. All members of the audit committee and all directors referred to in the preceding paragraph shall be counted on the basis of the actual incumbents.
| Article 9 | Article 9 | Amended in accord- |
|---|---|---|
| ance with Regula- | ||
| ~~The Company shall specify the following~~ | The Company shall specify the follow- | tions Governing |
| ~~matters in its Operational Procedures for~~ ~~Loaning Funds to Others:~~ Operational procedures for loaning funds |
ing matters in its Operational Procedures for Loaning Funds to Others: Omitted |
Loaning of Funds and Making of Endorse- ments/Guarantees by |
| to others: | Public Companies | |
| 1. Others in need of funds shall submit the | and its Q&A content | |
| necessary relevant documentation to the | ||
| company to apply for the loan. The finan- | ||
| cial unit responsible for capital lending | ||
| prudently evaluates the necessity of capi- | ||
| tal lending and the impact on the compa- | ||
| ny's operational risks, financial status and | ||
| shareholders' equity…etc. | ||
| 2. The financial unit shall submit the | ||
| evaluation results to the chairman for ap- | ||
| proval, and after approval by the audit | ||
| committee, submit it to the board of di- | ||
| rectors for approval. When submittingto |
7
the board of directors for discussion, the opinions of each independent director shall be fully considered, and any dissenting or reserved opinions of independent directors shall be stated in the meeting minutes at the board meeting. The board of directors may authorize the chairman of the board of directors to install or revolve loans to the same loan object within a certain amount determined by the board of directors and within a period not exceeding one year.
-
The total amount of capital loan and the limit of individual objects:
-
The limit of the total amount of funds loaned to all enterprises: not more than 40% of the company's net value.
-
Limit of loans for a single enterprise, depending on the reason of loaning:
-
Reasons for business transactions: The amount shall not exceed the amount of business transactions between the two parties in the previous year and shall not exceed the limit of 10% of the company's net worth.
-
There is a need for short-term financing: not more than 10% of the company's net worth.
-
The lending interest rate is based on the principle referring to the market interest rate and the company's capital cost, and the interest is calculated on a monthly basis.
-
After disbursing the loan, attention should be paid to the borrower's financial, business and related credit conditions. If there is an overdue and creditor's right that cannot be recovered after urging, the financial unit shall immediately notify the legal unit to take further actions against the debtor to ensure the company's rights and interests.
Article 10
(Deleted)
Article 10
Merged into Article 13
If a subsidiary of the company intends to lend funds to others, the company shall instruct the subsidiary to formulate operating procedures for loaning funds to others in accordance with the provisions
7
| of these Articles and shall handle the procedures in accordance with the estab- lished operating procedures. |
||
|---|---|---|
| Article 11 (Deleted) |
Article 11 If the company intends to endorse or provide guarantees for others, it shall follow the procedures for endorsement and guarantee operations in accordance with the provisions of these Articles. After the approval of the board of direc- tors, it shall be submitted to the super- visors and submitted to the shareholders' meeting for approval. If a director ex- presses an objection with a record or written statement, the company shall submit the objection to various supervi- sors and to the shareholders' meeting for discussion. The same applies to revision. |
Amended in conjunc- tion with Article 8. |
| Article 12 ~~Th C hll if th flli~~ |
Article 12 The Company shall specify the follow- ing matters in its Operational Procedures for Endorsements/Guarantees and han- dle such matters accordingly: Omitted |
Amended in accord- ance with Regula- tions Governing Loaning of Funds and Making of Endorse- ments/Guarantees by Public Companies and its Q&A content |
| ~~e ompany sa specy e oowng~~ ~~matters in its Operational Procedures for~~ ~~Endorsements/Guarantees and handle~~ ~~such matters accordingly:~~ Operational procedures for endorsement guarantee for others: 1. The endorsed company shall submit an endorsement application to the financial unit with necessary relevant documenta- tion. The financial unit shall carefully evaluate the necessity of the endorsement and the impact on the company's opera- tional risks, financial status and share- holders' rights and other factors. 2. In addition to the endorsement and guarantee between companies that direct- ly and indirectly hold 100% of the voting shares, the financial unit should first sub- mit the evaluation results to the chairman for approval, then to the audit committee for approval and lastly, to the board of directors for approval. When submitting to the board of directors for discussion, the opinions of each inde- pendent director shall be fully considered, and any dissenting or reserved opinions of independent directors shall be stated in the meeting minutes of the board meeting. 3. Overall amount of endorsement guar- antee to external from the companyand |
7
subsidiaries as a whole:
- The total amount of external endorsement guarantee: not more than 50% of the company's net worth. 2. The amount of endorsement guarantee to a single enterprise shall not exceed 10% of the company's net worth. 3. The company engages in endorsement guarantees to external due to business relationship, and the amount of endorsement guarantees provided for a single object shall not exceed the amount of business transactions between the two parties in the previous year, and shall not exceed 10% of the company's net worth. 4. If the object of the endorsement guarantee of the company or its subsidiaries is a subsidiary whose net value is less than half of the paid-in capital, the undertaking unit of endorsement and guarantee shall evaluate the relevant control risks and the implementation of the response plan together with the relevant departments. Article 13 Article 13 Amended in conjunction with Article 13. When a subsidiary of the Company inIf a subsidiary of the company intends to tends to lend funds to others or endorse or endorse or provide guarantees for others, the company shall instruct the subsidiary guarantee for others, the subsidiary shall to formulate the procedures for enhandle the procedures in accordance with these articles of this Standard and provide dorsement and guarantee in accordance with the provisions of these Articles, and relevant information to the Company for shall handle the procedures in accordverification on a regular basis. ance with these established procedures. When a subsidiary lends funds to others or endorses guarantees for others, the subsidiary shall be the main subject to judge whether it complies with the limits set in these articles and standards. Article 14 Article 14 Merged into Article 9 (Deleted) Before the company lends funds to others, it shall carefully evaluate whether it complies with these articles and the company's operating procedures for loaning funds to others, and submit it to the board of directors with the evaluation results stated in paragraph 6 of Article 9, and shall not authorize others to make decisions.
7
| Omitted | ||
|---|---|---|
| Article 15 When handling fund loanor endorsement guaranteematters, the company shall es- tablish a reference book and~~record the~~ ~~details of the fund loan object, amount,~~ ~~dt f l b th bd f dit~~ |
Article 15 When handling fund loan matters, the company shall establish a reference book and record the details of the fund loan object, amount, date of approval by the board of directors, fund loaning date, and matters that should be prudently evaluated in accordance with Paragraph 1 of the preceding article. The company's internal auditors shall audit the operating procedures and im- plementation of capital lending to others at least quarterly, and make written rec- ords. If any major violations are found, they shall immediately notify the super- visors in writing. |
Amended in accord- ance with Regula- tions Governing Loaning of Funds and Making of Endorse- ments/Guarantees by Public Companies and establishment of Audit Committee in- stead of Supervisors. Amended in conjunc- tion with Article 18. |
| ~~ae o approva y e oar o recors,~~ ~~fd li dt d tt tht hld~~ |
||
| ~~un oanng ae, an maers a sou~~ ~~b dtl ltd i d ith~~ |
||
| ~~e prueny evauae n accorance w~~ ~~Paragraph 1 of the preceding article.~~rec- ord in details of the object, amount, ap- proval date of the board of directors, fund loan or endorsement guarantee date, and matters that should be carefully evaluated according to regulation for future refer- ence. Managers and organizers shall follow the provisions of this operating procedure when handling related operations, so that the company will not suffer undue losses. If there is any violation of this operating procedure or related laws and regulations, it will be handled in accordance with the relevant personnel management regula- tions of the company. The company's internal auditors shall au- dit the operating procedures and imple- mentation of capital lending to others at least quarterly, and make written records. If any major violations are found, they shall immediately notify the~~supervisors~~ members of Audit Committeein writing. |
||
| Article 16 If due to changes in circumstances,the object of capital loan or endorsement does not meet the requirements of this standard or the balance exceeds the limit, it shall formulate an improvement plan, submit the relevant improvement plan to theAu- dit Committee, and complete according to the planned schedule. |
Article 16 In the event of changes in the company's circumstances, when the loan does not conform to the provisions of this stand- ard or the balance exceeds the limit, it should formulate an improvement plan, send the relevant improvement plan to each supervisor, and complete the im- provement according to the planned schedule. |
Amended in accord- ance with establish- ment of Audit Com- mittee instead of Su- pervisors. |
| Article 17 ~~Bf th d id~~ |
Article 17 Before the company endorses or pro- vides guarantees to others, it shall care- fully evaluate whether it complies with these articles and the company's en- dorsement andguarantee operating pro- |
Amended in conjunc- tion with Article 12. |
| ~~eore e company enorses or proves~~ ~~guarantees to others, it shall carefully~~ ~~evaluate whether it complies with these~~ ~~articles and the company's endorsement~~ ~~andguarantee operating procedures, and~~ |
7
~~submit the evaluation results to the board~~ cedures, and submit the evaluation re- ~~of directors for resolution together with~~ sults to the board of directors for resolu- ~~the evaluation results stated in paragraph~~ tion together with the evaluation results ~~5 of Article 12. Subparagraph 8 of Article~~ stated in paragraph 5 of Article 12. ~~12 authorizes the chairman of the board to~~ Subparagraph 8 of Article 12 authorizes ~~make a decision within a certain amount,~~ the chairman of the board to make a de- ~~and then report to the latest board of di-~~ cision within a certain amount, and then ~~rectors for ratification.~~ report to the latest board of directors for ~~Subsidiaries that the company directly~~ ratification. ~~and indirectly holds more than 90% of the~~ Subsidiaries that the company directly ~~voting shares shall be submitted to the~~ and indirectly holds more than 90% of ~~board of directors of the company for res-~~ the voting shares shall be submitted to ~~olution before endorsement in accordance~~ the board of directors of the company ~~with Paragraph 2 of Article 5. However,~~ for resolution before endorsement in ~~the inter-company endorsement guarantee~~ accordance with Paragraph 2 of Article ~~that the company directly and indirectly~~ 5. However, the inter-company en- ~~holds 100% of the voting shares is not~~ dorsement guarantee that the company ~~limited to this.~~
~~and indirectly holds more than 90% of the~~ Subsidiaries that the company directly ~~voting shares shall be submitted to the~~ and indirectly holds more than 90% of ~~board of directors of the company for res-~~ the voting shares shall be submitted to ~~olution before endorsement in accordance~~ the board of directors of the company ~~with Paragraph 2 of Article 5. However,~~ for resolution before endorsement in ~~the inter-company endorsement guarantee~~ accordance with Paragraph 2 of Article ~~that the company directly and indirectly~~ 5. However, the inter-company en- ~~holds 100% of the voting shares is not~~ dorsement guarantee that the company ~~limited to this.~~ directly and indirectly holds 100% of the ~~When submitting a resolution to the board~~ voting shares is not limited to this. ~~of directors in accordance with Paragraph~~ When submitting a resolution to the ~~1, the opinions of each independent di-~~ board of directors in accordance with ~~rector shall be fully considered, and the~~ Paragraph 1, the opinions of each inde- ~~clear opinions of their approval or disap-~~ pendent director shall be fully consid- ~~proval and the reasons for their disap-~~ ered, and the clear opinions of their ap- ~~proval shall be recorded in the meeting~~ proval or disapproval and the reasons for ~~minute of the board meeting.~~ their disapproval shall be recorded in the When the company endorses guarantees meeting minute of the board meeting. for others, the company shall use the The company shall use the company seal company seal that is for company registhat is for company registration with the tration with the Ministry of Economic Ministry of Economic Affairs as the seal Affairs as the seal for endorsement and for endorsement and guarantee. The seal guarantee. The seal shall be kept by a shall be kept by a designated person apdesignated person approved by the board proved by the board of directors, and the of directors, and the seal or bill can be seal or bill can be issued in accordance issued in accordance with the prescribed with the prescribed procedures. procedures. When acting as a guarantee for a foreign When acting as a guarantee for a foreign company, the letter of guarantee issued company, the letter of guarantee issued by by the company shall be signed by a the company shall be signed by a person person authorized by the board of direcauthorized by the board of directors. tors. Article 18 Article 18 Amended in conjunction with Article 15, (Deleted) When the company handles the enso deleting. dorsement and guarantee matters, it shall establish a reference book for the endorsement and guarantee object, amount, date of approval by the board of directors or decision of the chairman of the board, date of endorsement and guarantee, and matters that should be carefully evaluated in accordance with Paragraph 1 of the preceding article, and record the details for future reference.
7
| Article 19 (Deleted) |
Article 19 If the company handles the endorsement guarantee due to business needs, and it is necessary to exceed the limit specified in the endorsement and guarantee pro- cedures and meets the conditions speci- fied in the company’s endorsement guarantee procedures, it shall be ap- proved by the board of directors and more than half of the directors shall be responsible for the company's possible losses caused by exceeding the limit. Name the joint guarantee, and revise the endorsement guarantee operating pro- cedures, and report it to the shareholders meeting for ratification; if the share- holders meeting does not agree, a plan should be made to cancel the excess part within a certain period of time. During the discussion of the board of directors in the preceding paragraph, the opinions of each independent director shall be fully considered, and the clear opinions of their agreement or objection and the reasons for their objection shall be recorded in the meeting minute of the board meeting. |
Amended in conjunc- tion with Article 12, so deleting. |
| Article 20 (Deleted) |
Article 20 When the company has changed the sit- uation, and the endorsement guarantee object does not meet the requirements of this standard or the amount exceeds the limit, it should formulate an improve- ment plan, send the relevant improve- ment plan to each supervisor, and com- plete the improvement according to the planned schedule. |
Amended in conjunc- tion with Article 16, so deleting. |
| Article 23 (Deleted) |
Article 23 The company should evaluate the situa- tion of capital loan and make appropri- ate provision for bad debts, properly disclose relevant information in the fi- nancial report, and provide relevant in- formation to the certified accountant to carry out the necessary auditing proce- dures. |
Amended in conjunc- tion with Article 26, so deleting. |
| Article 26 | Article 26 | Amended in conjunc- |
7
tion with Article 23. The Company shall evaluate ~~or record the~~ The Company shall evaluate or record and set aside adequate provision for bad the contingent loss for endorsedebts and recognize contingent loss for ments/guarantees, and shall adequately endorsements/guarantees, and shall adedisclose information on endorsequately disclose relevant information ~~on~~ ments/guarantees in its financial reports ~~endorsements/guarantees~~ in its financial and provide certified public accountants reports and provide to certified public with relevant information for impleaccountants with relevant information for mentation of necessary audit procedures. implementation of necessary audit proceThe Company shall report matters that dures. were prescribed in accordance with the ~~The Company shall report matters that~~ provisions of Article 15, Paragraph 2 or ~~were prescribed in accordance with the~~ Article 18, Paragraph 2 to the Supervi- ~~provisions of Article 15, Paragraph 2 or~~ sors and the independent directors in ~~Article 18, Paragraph 2 to the Supervisors~~ writing at the same time; the Company ~~and the independent directors in writing at~~ shall also submit the rectification plans ~~the same time; the Company shall also~~ that were prescribed in accordance with ~~submit the rectification plans that were~~ the provisions of Article 16 or Article 20 ~~prescribed in accordance with the provi-~~ to the supervisors and the independent ~~sions of Article 16 or Article 20 to the~~ directors at the same time. ~~supervisors and the independent directors at the same time.~~ Article 27 Article 27 Added new amendment date The rules were officially resolved in the The rules were officially resolved in the Founders Meeting held on April 08, 1998. Founders Meeting held on April 08, (omitted) 1998. (omitted) Ninth amendment was approved by the Eighth amendment was approved by the Shareholders’ meeting on June 06, 2022. Shareholders’ meeting on June 12, 2019
7
【 Attachment X 】
Bright LED Electronics Corp.
2022 Annual Shareholders’ Meeting 19[th] List of Director Candidates
| Title | Name | Education | Experience | Current Positions | Shareholdings (Shares) |
|---|---|---|---|---|---|
| Director | Tsun-Jen Liaw | ․Bachelor Degree in Physics, Chung Yuan Christian University, Taiwan. |
․Chairman, Bright LED Elec- tronics Corp. |
․Director, KoBrite Corp. ․Chairman, Wan Hui company HK ․Chairman, Kobrite Corp. ․Director, Bright Crystal Company Limited ․Director, WK Technology Fund IX Ltd. ․Director, New Future Capital Ltd. ․Director, Foxfortune Technology Ventures Limited ․Director, Powertip Image Corp. ․Director, Powertip Technology Corp. ․Director of AB Corp. ․Chairman,Bright LED Electronics Corp. |
21,062,417 |
| Director | Shu-June Wang | ․Ching Kuo Institute of Management and Health,Taiwan. |
․Director, Bright LED Elec- tronics Corp. |
․Director, Bright LED Electronics Corp. | 5,766,547 |
| Director | Chi-Chia Hsieh | ․Ph.D. in Electrical Engineering, Univer- sity of Santa Clara, USA. |
․Chairman, IQE Taiwan Cor- poration ․Chairman, Microelectronics Technology Inc. |
․Independent Director, Bright LED Elec- tronics Corp. ․Director, KoBrite Corp. ․Director, Bright Crystal Company Limited ․Chairman, IQE Taiwan Corporation ․Chairman, Microelectronics Technology Inc. ․Director, Sasson Capital ․Independent Director, Innolux Corpora- tion․Director, Advanced Wireless Semiconductor Company ․Director, Taiwan Cement Corporation ․Independent Director, AcBel Polytech Inc. ․Chairman, Jupiter Network Corp. ․Director, Kopin Corp |
0 |
| Director | Hsin-Pei Liao | ․Bachelor degree in Finance, University of Alberta, Canada. |
․Director, Bright LED Electronics Corp. ․Director, KoBrite Corp. |
․Director, Bright LED Electronics Corp. ․Director, KoBrite Corp. ․Director, Powertip Image Corp. ․Director,PowertipTechnologyCorp. |
3,347,333 |
| Director | Representative of Wan-Hsu Investment Co., Ltd. ﹕Po-Yuan Lin |
․Ph.D. in Materials Science and Engi- neering, Case Western Reserve University, USA. |
․Sr. Process Engineer, AC Propulsion |
․Director, Bright LED Electronics Corp. | 27,378,397 |
| Independent Director |
Ming-Chang Huang | ․Ph.D. in Physics, University of Florida, USA. |
․Professor, Chung Yuan Chris- tian University ․Dean of the College of Sci- ence, Chung Yuan Christian University |
․Professor, Chung Yuan Christian Univer- sity Independent Director, Bright LED Electronics Corp. |
0 |
| Independent Director |
Chwen-Shell Ho | ․Ph.D. in Physics, North Dakota State University, USA. |
․Associate Professor, Chung Yuan Christian University ․Chairman of Department of Physics, Chung Yuan Christian University |
․Associate Professor, Chung Yuan Christian University ․Independent Director, Bright LED Elec- tronics Corp. |
0 |
| Independent Director |
Zheng-Yi Lin | ․Bachelor degree in Accounting, National Chung Hsing Univer- sity,Taiwan. |
․Auditor, KPMG ․Representative, Li-Liu Ac- counting firm |
․Representative, Li-Liu Accounting firm | 0 |
| Independent Director |
Chih-Yuan Chang | ․Bachelor degree in Industrial Engineering and systems mgmt., Feng Chia University, Taiwan. ․MBA, Saginaw Valley State University,USA |
․Spokesperson and General Managers of China Subsidiar- ies, WinBond Electronics Corporation |
․Secretary General, The Allied Association for Science Park Industries |
0 |
7
【 Attachment XXI 】
Bright LED Electronics Corp.
2022 Annual Shareholders’ Meeting Situations of 19[th] List of Directors’
Positions in Other Companies
| Title | Name | Positions in Other Companies |
|---|---|---|
| Director | Tsun Jen Liaw | ․Director, KoBrite Corp. ․Chairman, Wan Hui company HK ․Chairman, Kobrite Corp. ․Director, Bright Crystal Company Limited ․Director, Henan Bright Crystal Company Lim- ited |
| Director | Chi-Chia Hsieh | ․Director, KoBrite Corp. ․Director, Bright Crystal Company Limited ․Director, Henan Bright Crystal Company Lim- ited |
| Director | Hsin-Pei Liao | ․Director, KoBrite Corp. |
7
【 Appendix I 】
A r t i c l es o f I n c or p o r a t io n
o f
B r i g h t L ED E l ec t ro n i cs C o r p.
( B e f o re re v is i o n)
C h a p t e r I - G e n e r a l P r o v i s i o n
- Article 1: The Corporation shall be incorporated, as a company limited by shares, under the
Company Law of the Republic of China, and its name shall be
佰鴻工業股份有限公司 in the Chinese language, and BRIGHT LED ELECTRONICS CORP. in the English language.
Article 2: The scope of business of the Corporation shall be as follows:
-
CC01040 Lighting Facilities Manufacturing
-
CC01080 Electronic Parts and Components Manufacturing
-
CC01110 Computers and Computing Peripheral Equipment Manufacturing
-
CE01040 Watches and Clocks Manufacturing
-
CH01040 Toys Manufacturing
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E601020 Electric Appliance Installation
-
E603050 Cybernation Equipment Construction
-
E603080 Traffic Signals Construction
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E605010 Computing Equipment Installation Construction
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F113020 Wholesale of Household Appliance
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F401010 International Trade
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F113070 Wholesale of Telecom Instruments
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F213090 Retail Sale of Traffic Signal Equipment and Materials
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I501010 Product Designing
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I301010 Software Design Services
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I301020 Data Processing Services
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E601010 Electric Appliance Construction
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EZ06010 Traffic Labels Construction
-
E603090 Illumination Equipment Construction
-
IG03010 Energy Technical Services
-
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Article 2-1: The total amount of the Company’s reinvestment shall not be subject to the restriction of not more than forty percent of the Company’s paid-up capital as provided in Article
8
13 of the Company Act. Any matters regarding the reinvestment shall be resolved in accordance with the resolutions of the Board of Directors.
Article 3: The Company shall have its registered head office in New Taipei, Taiwan, Republic of China and shall, where necessary and with a resolution to do so by the Board of Directors (“Board”), set up branch offices either within or outside the territory of the Republic of China.
Article 4: (Deleted)
C h a p t e r I I - C a p i t a l S t o c k
Article 5: The total registered capital stock of the Company shall be three and the half Billion New Taiwan Dollars (NT$3,500,000,000), divided into three hundred and fifty Million (350,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) per share. Any unissued shares shall be issued, where necessary, upon the approval of the Board. Twenty million shares of the above total capital stock of the Company with a par value of Ten New Taiwan Dollars (NT$10) per share shall be retained for the issuance of employee stock options, which may be issued from time to time upon the approval of the Board.
Article 6: (Deleted)
-
Article 7: The Company may issue shares without printing share certificate(s), but shall be registered at Centralized securities depository enterprises.
-
Article 7-1: The Company’s stock matters shall comply with relevant provisions of the Company Act and Regulations Governing the Administration of Shareholder Services of Public Companies of the Republic of China.
-
Article 8: Registration of share transfers shall be suspended for a 60–day period immediately prior to a general meeting of the shareholders; for a 30–day period immediately prior to an extraordinary meeting of the shareholders; and for a 5–day period immediately prior to the record date for distribution of dividend, bonuses or other benefits.
C h a p t e r I I I - S h a r e h o l d e r s ’ M e e t i n g s
-
Article 9: There are two types of shareholders’ meetings, the general meetings and the extraordinary meetings. General meetings shall be held once a year and held within 6 months of the end of each fiscal year and convened by the Board by no less than 30 days’ prior notice to the shareholders. Extraordinary meetings shall be convened in accordance with the relevant laws, by no less than 15 days’ prior notice to the shareholders.
-
Article 9-1: The shareholders’ meeting shall be presided over by the Chairman of the Board of Directors of the Company. In his absence, the Chairman shall designate one of the Directors to preside. If failing to designate, the Directors present at the meetings shall elect from among themselves.
8
Article 10: If a shareholder is unable to attend a meeting, he/she may appoint a proxy to attend and vote on behalf of the shareholder at a shareholders’ meeting by completing and submitting to the Company a form prescribed by the Company stating the scope of authorization. If the agent in the preceding paragraph acts as the proxy for two or more shareholders at the same time and the voting rights he or she represents exceed 3% of the voting rights of all the issued shares, the excess voting rights will not be exercised. The procedure of shareholders’ proxy assignment shall comply with the Company Act and Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.
Article 10-1: Shareholders may exercise their voting rights in written or electronic forms at the shareholders’ meetings. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the shareholders’ meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the shareholders’ meeting which complied with Article 177-2 of the Company Act.
Article 11: Each share of stock shall be entitled to one vote.
Article 12: Unless otherwise provided by the Company Act, all resolutions from a shareholders meeting of the Company shall be passed, at a meeting attended by shareholders holding at least 50% of the issued capital stock, by more than 50% of the shareholders attending the meeting.
Article 12-1: Resolutions at a shareholders’ meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all the shareholders of the Company by public announcement within 20 days after the shareholders’ meeting. The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, manner in which resolutions are passed, and a summary and outcome of all proceedings of the meeting. The minutes shall be kept persistently throughout the life of the company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 hereof, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.
C h a p t e r V I - D i r e c t o r s a n d S u p e r v i s o r s
Article 13: There shall be 5 to 7 Directors and 3 Supervisors of the Company. The tenure of the offices of the Directors shall be 3 years and the Directors shall be eligible for re-elections. The
8
minimum percentage of shareholding of directors and supervisors shall comply with the provisions of the securities authority. Among the directors, there shall be not less than 2 independent directors and not less than one-fifth of the total number of directors. The election of Directors is adopted by candidate nomination system. The shareholders shall elect the directors from among the nominees listed in the roster of director and Supervisor candidates at the shareholders’ meeting. This shall comply with relevant regulations.
Article 13-1: The board of directors shall have the following powers and authorities:
1. Reviewing and supervising annual business plan
2. Reviewing budget and deliberating final account
3. Proposing earning distribution or deficit make-up
4. Proposing capital addition/reduction plan
5. Reviewing and supervising major capital expenditure plan
6. Concluding branches (except offices) establishment or cancellation
7. Proposing new article or amendment of the article of incorporation
8. Examining important foreign contracts or other major matters
9. Examining and approving reinvestment on other businesses or factoring of reinvestment’s shares
10. Reviewing and supervising significant transactions between the Company and the interested party (including affiliated companies)
11. Appointing or dismissing the general manager, deputy general manager and associated managers
-
Examining and approving purchase or disposal of significant assets and significant rules and procedures
13. Other powers and authorities given by other laws and regulations and by the shareholders’ meetings -
Article 13-2: Supervisors shall have the following powers and authorities:
-
Reviewing and supervising the Company’s business and relevant details
-
Auditing accounting books, relevant documents and financial situation
-
-
Other powers and authorities given by the Company Act and the shareholders’ meetings
-
Article 14: The Board comprises directors. The chairperson of the Board shall be elected from among the directors with consent of a majority of the directors present at a meeting attended by more than two thirds of the directors. The chairperson of the Board shall be the representative of the Company and implement all matters of the company in accordance with the laws and regulations, the company's articles of association, the resolutions of the shareholders’ meeting and the board of directors.
-
Article 15: In the chairman’s absence, the deputy designated from the Directors shall be acting for him according to Article 208 of the Company Act.
8
-
Article 15-1: Matters related to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and the minute taker. A copy of the meeting minutes shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be retained for the duration of the existence of the Company. Items which shall be included in the meeting minutes shall comply with the Company Act and Regulations Governing Procedure for Board of Directors Meetings of Public Companies. The meeting minutes may be produced and distributed in electronic form.
-
Article 15-2: (Deleted)
-
Article 15-3: Each director shall attend the meeting of the board of directors in person. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other director only.
-
Article 15-4: When convening a meeting of the board of directors, a notice with the subjects written shall be given to each director and supervisor no later than 7 days prior to the scheduled meeting date. In the case of emergency, a meeting of the board of directors may be convened at any time. The notice may be effected in written or by means of electronic transmission (E-mail, fax or etc).
-
Article 16: The Company’s Directors and Supervisors’ attendance fees shall be comparable to peer’s level regardless of the Company’s operating profits or losses.
C h a p t e r V - M a n a g e m e n t
- Article 17: The Company has one general manager and several vice general managers and associated managers. Appointment and discharge and the remuneration of the managerial personnel shall comply with the Article 29 of the Company Act.
C h a p t e r V I - F i n a n c i a l R e p o r t s
-
Article 18:After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, audited by the Supervisors and submitted no later than thirty days prior to the regular shareholders’ meeting date for acceptance:
-
Business Report;
-
Financial Statements;
-
Proposal Concerning Appropriation of Earnings or Covering of Losses.
-
Article 19:(Deleted)
8
-
Article 20: Before paying dividends or bonuses to shareholders, the Company shall set aside not more than 2% of its annual profits as compensation to its directors and not less than 8% as profit sharing bonuses to its employees; provided, however, that the Company shall have reserved a sufficient amount to offset its accumulated losses. Employees’ profit sharing bonuses and compensations to directors and supervisors are resolved by a majority vote at a Board of Directors’ meeting attended by two-thirds of the total number of directors and shall be reported to the shareholders’ meeting. Qualification requirements of employees entitled to receive shares or cash set for in the above paragraph shall be applied to the employees of subsidiaries who meet certain requirements, which set by the Board of Directors or by the person duly authorized by the Board of Directors.
-
Article 20-1: In the event that the Company, according to the final settlement, earns profits in a fiscal year, such profits shall first be set aside to pay the applicable taxes, offset losses, and then set aside for legal reserve 10% pursuant to laws and regulations, unless the legal reserve has reached the Company’s total paid-up capital. The remaining profits shall be set aside for special reserve in accordance with the laws, regulations, or the business requirements. Any further remaining profits plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board for approval at a shareholders’ meeting.
-
Earnings of the Company may be distributed by way of cash dividend and/or stock dividend. However, the ratio for cash dividend shall not less than 10% of total distribution. The balance left over can also be allocated by issuing new shares per resolution of the shareholders’ meeting. According to the Company Act, the Corporation authorizes the distributable dividends and bonuses in whole or in part or according to the Company Act 241, to be distributed as legal reserve and the following capital reserve or in whole or in part to be paid in cash after a resolution has been adopted by a majority vote at the board of directors’ meeting attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
C h a p t e r V I I - S u p p l e m e n t a r y P r o v i s i o n
-
Article 21: Matters not specifically provided for in these Articles of Incorporation shall be governed by the Company Act and any other relevant laws.
-
Article 22: The Articles of Incorporation were agreed to and signed on March 28, 1981. The first amendment was made on May 19, 1981.
The second amendment was made on June 27, 1984.
The third amendment was made on October 20, 1984.
The fourth amendment was made on December 24, 1984.
8
The fifth amendment was made on July 14, 1986. The sixth amendment was made on February 27, 1987. The seventh amendment was made on May 18, 1991. The eighth amendment was made on June 10, 1991. The ninth amendment was made on November 20, 1993. The tenth amendment was made on June 07, 1995. The eleventh amendment was made on July 07, 1997. The twelfth amendment was made on August 07, 1997. The thirteenth amendment was made on June 08, 1998. The fourteenth amendment was made on June 22, 1999. The fifteenth amendment was made on June 09, 2000. The sixteenth amendment was made on June 08, 2001. The seventeenth amendment was made on June 12, 2002. The eighteenth amendment was made on June 12, 2003 The nineteenth amendment was made on May 31, 2004. The twentieth amendment was made on June 10, 2005. The twenty-first amendment was made on June 14, 2006. The twenty-second amendment was made on June 08, 2007. The twenty- third amendment was made on June 13, 2008. The twenty- fourth amendment was made on June 10, 2009. The twenty- fifth amendment was made on March 04, 2010. The twenty- sixth amendment was made on June 14, 2010. The twenty- seventh amendment was made on June 09, 2011. The twenty- eighth amendment was made on June 06, 2012. The twenty- ninth amendment was made on June 11, 2013. The thirtieth amendment was made on June 12, 2015. The thirty- first amendment was made on June 08, 2016. The thirty- second amendment was made on June 08, 2018. The thirty-third amendment was made on June 12, 2019 The thirty-fourth amendment was made on June 10, 2020. The thirty-fifth amendment was made on August 12, 2021.
8
【 Appendix II 】
Bright LED Electronics Corp. Rules and Procedures of Shareholders’ Meeting
(Before revision)
-
Article 1. Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and regulations.
-
Article 2. Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also make the shareholders meeting agenda and supplemental meeting materials available for review by shareholders at any time. The meeting agenda and supplemental materials shall be displayed at the Company and at the professional shareholder services agency designated thereby as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordi-
8
nary motion.
Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at the Meeting, but only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. The board of directors shall not include a proposal into the agenda if the proposal falls under any clause set forth in Company Act Article 172-1, Paragraph 4. Prior to the date on which share transfer registration is suspended before the convention of the Meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals for discussions at the Meeting; and the period for accepting such proposals shall not be less than ten(10) days. The number of words of a proposal to be submitted by a shareholder shall be limited to no more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the Meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the Meeting where his proposal is to be discussed and shall take part in the discussion of such proposal. The Company shall, prior to preparing and delivering the Meeting notice, inform the proposal submitting shareholders of the results of the proposal, and shall list in the Meeting notice the proposals conforming to the requirements set out in this rule. With regard to the proposals submitted by shareholders but not included in the agenda of the Meeting, the cause for exclusion of such proposals and explanation shall be made by the board of directors at the Meeting.
- Article 3. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
8
-
Article 4. The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. Independent Directors’ opinions on where to convene the Meeting shall take into account as well.
-
Article 5. The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
- When the government or a corporate is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a corporate is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
If the Meeting is called by the board of directors, the chairman shall preside at the Meeting. In case the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If the vice chairman is also on leave of absence, or cannot exercise his powers and authority, the chairman shall designate a director to act in lieu of him. If the chairman does not designate a director, the directors shall elect one from among themselves to act in lieu of the chairman. The preceding chairman
8
presiding by one of the board of directors shall at least be that position for more than 6 months and shall know the Company’s financial and business conditions well. Same applies to the corporate director who is elected by others.
The Meeting, which is called by the board of directors, shall have more than half of the board of directors attended.
If the Meeting is called by any other person than the board of directors, who has the right to call the Meeting, the said person shall preside at that Meeting. If there are more than two said persons calling the Meeting, one of the two persons shall be chairing the Meeting.
The Company may appoint designated counsel, CPA or other related persons to attend the Meeting.
Article 6. The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 7. Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated based on the submitted attendance cards plus the number of shares whose voting powers are exercised in writing or by way of electronic transmission.
Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate.
If after two postponements, no quorum can yet be constituted and the shareholders present at the Meeting represent less than one - third of the total outstanding shares, the chairman may announce adjournment.
If after two postponements, no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act. The aforesaid tentative resolutions shall be notified by all shareholders and the Company shall convene the Meeting again within one month.
If during the process of the Meeting, the number of outstanding shares represented by
9
the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.
Article 8. If the Meeting is convened by the board of directors, the agenda of the Meeting shall be set by the board of directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the scheduled agenda. If the Meeting is convened by any person other than the board of directors, the provision set forth in the preceding paragraph shall be applicable mutatis mutandis. Unless otherwise resolved at the Meeting, the chairman shall not adjourn the Meeting until the discussion items (including extraordinary motions), listed on the agenda, have been resolved. After the Meeting is adjourned, the shareholders shall not appoint another chairman to continue the Meeting at the same place or at a new location unless the chairman has violated the Rules and Procedures for the Meeting in adjourning the Meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
Article 9. When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail. Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder. Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otheriwse the chairman shall stop such interruption. If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item. After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate
9
person to respond.
Article 10. Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 11. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed to reject, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
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Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
-
Article 12. The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.
-
The ballots for the election refer to the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
-
Article 13. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
-
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.
-
Article 14. On the day of a shareholders meeting, the Company shall compile, in the prescribed format, a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
-
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the pre-
9
scribed time period.
- Article 15. Persons handling affairs of the Meeting shall wear identification cards or badges. The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purpose. The chairman or the disciplinary (or security) personnel may expel anyone who disturbs the order of the Meeting.
The Company prepares loudspeaker at the Meeting place. The chairman may stop anyone who speaks without using the loudspeaker that the Company prepares.
-
Article 16. During the Meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the chairman may decide to temporarily suspend the Meeting and announce, depending on the situation, when the Meeting will resume or, by resolution of the shareholders present at the Meeting, the chairman may resume the Meeting within five days without further notice or public announcement according to the regulation of the Company Act Article 182.
-
Article 17. These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.
Article 18. Officially resolved in the Founders Meeting held on June 08, 1998. First amendment was made on June 12, 2002. Second amendment was made on June 11, 2013. Third amendment was made on June 08, 2018. Fourth amendment was made on August, 12, 2021.
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【 Appendix III 】
Bright LED Electronics Corp. Rules for Election of Directors and Supervisors
(Before revision)
-
Article 1. Otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors and supervisors shall be conducted in accordance with these Procedures.
-
Article 2. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
-
The ability to make judgments about operations.
-
Accounting and financial analysis ability.
-
Business management ability.
-
Crisis management ability.
-
Knowledge of the industry.
-
An international market perspective.
-
Leadership ability.
-
Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The election of independent directors of the Company shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 3. Supervisors of the Company shall meet the following qualifications:
-
Integrity and a practical attitude.
-
Impartial judgment.
-
Professional knowledge.
-
Broad experience.
-
Ability to read financial statements.
In addition to the requirements of the preceding paragraph, at least one among the supervisors of the Company must be an accounting or finance professional. Appointments of supervisors shall be made with reference to the provisions on independence contained in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, in order to se-
9
lect appropriate supervisors to help strengthen the corporation's risk management and control of finance and operations.
At least one supervisor position must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other supervisor or with any director.
A supervisor may not serve concurrently as the director, managerial officer, or any other employee of the Company and at least one of the supervisors must be domiciled in the Republic of China to be able to promptly fulfill the functions of supervisor.
- Article 4. Elections of both directors and supervisors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 and Article 216-1 of the Company Act.
When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s articles of incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
When the number of Supervisors falls below that prescribed in the Company’s articles of incorporation due to the dismissal of a Supervisor for any reason, a by-election to fill the vacancy should be held at the next shareholders meeting ideally. When the Supervisors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
-
Article 5. The cumulative voting method shall be used for election of the Directors and Supervisors at the Company. Each share will have voting rights in number equal to the Directors or Supervisors to be elected, and may be cast for a single candidate or split among multiple candidates. The election of independent Directors and non-independent Directors shall be held together, elected positions shall be calculated separately.
-
Article 6. The board of directors shall prepare separate ballots for Directors and Supervisors in numbers corresponding to the Directors or Supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
9
-
Article 7. The number of Directors and Supervisors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent Director Positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
-
Article 8. Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
-
Article 9. If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or corporate shareholder, the name of the governmental organization or corporate shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or corporate shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
-
Article 10. A ballot is invalid under any of the following circumstances:
-
The ballot was not prepared by the board of directors.
-
A blank ballot is placed in the ballot box.
-
The writing is unclear and indecipherable or has been altered.
-
The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
-
Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
-
The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.
9
-
Article 11. The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as Directors or Supervisors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
-
Article 12. The board of Directors of the Company shall issue notifications to the persons elected as Directors or Supervisors.
-
Article 13. These procedures and any amendments hereto shall be implemented after approval by a shareholders meeting.
-
Article 14. The rules were officially resolved in the Founders Meeting held on June 08, 1998. First amendment was made on June 12, 2002.
Second amendment was made on June 11, 2013.
Third amendment was made on June 08, 2016
Fourth amendment was made on June 08, 2018.
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【 Appendix IV 】
Bright LED Electronics Corp. Rules for Election of Directors
(After revision)
-
Article 1. Otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
-
Article 2. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
-
The ability to make judgments about operations.
-
Accounting and financial analysis ability.
-
Business management ability.
-
Crisis management ability.
-
Knowledge of the industry.
-
An international market perspective.
-
Leadership ability.
-
Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The election of independent directors of the Company shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 3. (Deleted)
-
Article 4. Elections of directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 and Article 216-1 of the Company Act.
-
When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s articles of incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
If the number of independent directors is insufficient as specified in Paragraph 1, Article
9
14-2 of the Securities and Ex-change Act or the Articles of Incorporation, a by-election shall be held at the latest shareholders' meeting; when all independent directors are dismissed, they shall, within 60 days from the date of the occurrence of the fact, hold an extraordinary general meeting of shareholders for by-election.
-
Article 5. The cumulative voting method shall be used for election of the Directors at the Company. Each share will have voting rights in number equal to the Directors to be elected, and may be cast for a single candidate or split among multiple candidates. The election of independent Directors and non-independent Directors shall be held together, elected positions shall be calculated separately.
-
Article 6. The board of directors shall prepare separate ballots for Directors in numbers corresponding to the Directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
-
Article 7. The number of Directors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent Director Positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
-
Article 8. Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
-
Article 9. If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or corporate shareholder, the name of the governmental organization or corporate shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or corporate shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
1
-
Article 10. A ballot is invalid under any of the following circumstances:
-
The ballot was not prepared by the board of directors.
-
A blank ballot is placed in the ballot box.
-
The writing is unclear and indecipherable or has been altered.
-
The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
-
Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
-
The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.
-
Article 11. The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as Directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
-
Article 12. The board of Directors of the Company shall issue notifications to the persons elected as Directors.
-
Article 13. These procedures and any amendments hereto shall be implemented after approval by a shareholders meeting.
-
Article 14. The rules were officially resolved in the Founders Meeting held on June 08, 1998. First amendment was made on June 12, 2002.
-
Second amendment was made on June 11, 2013.
-
Third amendment was made on June 08, 2016
-
Fourth amendment was made on June 08, 2018.
-
Fifth amendment was made on June 06, 2022.
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【 Appendix V 】
Shareholdings of All Directors and Supervisors
Bright LED Electronics Corp.
Register of Directors and Supervisors Record Date: April 9, 2022
| Title | Name | Date | Shareholdings at the time of last election | Shareholdings at the time of last election | Shareholdings at the time of last election | Current shareholdings (Shares) | Current shareholdings (Shares) | Current shareholdings (Shares) | Note |
|---|---|---|---|---|---|---|---|---|---|
| Type | Shares | % | Type | Shares | % | ||||
| Chairman | Tsung-Jen Liaw | June 12 2019 | Common | 20,323,417 | 10.89% | Common | 21,062,417 | 11.59% |
|
| Director | Shu-June Wang | June 12 2019 | Common | 5,766,547 | 3.09% | Common | 5,766,547 | 3.17% |
|
| Director | Chi-Chia Hsieh | June 12 2019 | Common | 0 | 0.00% | Common | 0 | 0.00% |
|
| Director | Representative of Wan-Hsu Investment Co., Ltd. ﹕Po-Yuan Lin |
June 12 2019 | Common | 25,880,397 | 13.86% | Common | 27,378,397 | 15.07% |
|
| Director | Hsin-Pei Liao | June 12 2019 | Common | 3,292,333 | 1.76% | Common | 3,347,333 | 1.84% |
|
| Independent Director |
Ming-Chang Huang |
June 12 2019 | Common | 0 | 0.00% | Common | 0 | 0.00% |
|
| Independent Director |
Chwen-Shell Ho |
June 12 2019 | Common | 0 | 0.00% | Common | 0 | 0.00% |
|
| Supervisor | Ju-Ching Liao | June 12 2019 | Common | 2,240,541 | 1.20% | Common | 2,240,541 | 1.23% |
|
| Supervisor | Chin-Lung Huang | June 12 2019 | Common | 0 | 0.00% | Common | 0 | 0.00% |
|
| Supervisor | Hong-Change Lin | June 10 2020 | Common | 0 | 0.00% |
Common | 0 | 0.00% |
|
| TOTAL | 57,503,235 | 30.08% | 59,795,235 | 32.86% |
|||||
| Total shares issued as of 6/12/2019﹕186,674,224 shares Total shares issued as of 6/10/2020﹕186,674,224 shares Total shares issued as of 4/08/2022﹕181,674,224 shares |
- Notes: Under the relevant regulations, Bright LED Electronics Corp.’s Directors are required to hold in the aggregate not less than 10,900,453 shares. As of 4/08/2022, the total of shareholdings that the Directors held is 57,554,694 shares.
Under the relevant regulations, Bright LED Electronics Corp.’s Supervisors are required to hold in the aggregate not less than 1,090,045 shares. As of 4/08/2022, the total of shareholdings that the Supervisors held is 2,240,541 shares.
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