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CHAINQUI — AGM Information 2021
Jul 26, 2021
52133_rns_2021-07-26_f6e43e93-59af-4733-85c8-79370f4e648f.pdf
AGM Information
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Stock Code: 2509
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
2021 Annual Shareholders Meeting
Handbook
June 10, 2021
Table of Contents
| Table of Contents | Table of Contents | |
|---|---|---|
| I. | Meeting Procedure·································································································· 1 | |
| II. | Meeting Agenda····································································································· 2 | |
| I. | Report Items ······································································································· 3 | |
| II. | Matters to be Acknowledged ···················································································· 6 | |
| III. | Matters to be Discussed ·························································································· 7 | |
| IV. | Election Matters ·································································································· 8 | |
| V. | Questions and Motions··························································································· 9 | |
| III. | Attachment | |
| I. | Comparison of amendments to the Company’s “Ethical Corporate Management Best Practice | |
| Principles” and the “Procedures for Ethical Management and Guidelines for Conduct” ·············· 10 | ||
| II. | 2020 final reports and statements ············································································· 11 | |
| III. | Comparison of Amendments to the “Articles of Incorporation” ·········································· 29 | |
| IV. | Comparison of Amendments to the “Regulations Governing the Acquisition or Disposal of Assets”32 | |
| V. | Comparison of the Amended Provisions of the “Regulations for the Lending of Funds and | |
| Endorsement or Guarantee” ···················································································· 35 | ||
| VI. | Comparison of Amendments to the “Procedures for Election of Directors” ····························· 37 | |
| VII.Rules of Procedure for Shareholder Meetings ······························································· 42 | ||
| VIII. The list of nominees for election as Directors (including Independent Directors). ··················· 48 | ||
| IV. | Appendix | |
| I. | Ethical Corporate Management Best Practice Principles (before amendment) ·························· 49 | |
| II. | Procedures for Ethical Management and Guidelines for Conduct (before amendment) ············· 54 | |
| III. | Articles of Incorporation (Before Amendment) ····························································· 60 | |
| IV. | Regulations Governing the Acquisition or Disposal of Assets (before amendment) ················· 64 | |
| V. | Regulations for the Lending of Funds and Endorsement or Guarantee (before amendment) ········ 79 | |
| VI. | Procedures for Election of Directors and Supervisors (before amendment) ····························· 86 | |
| VII.Amendment to the Rules of Procedure for Shareholder Meetings (before amendment) ··············· 88 | ||
| VIII. Shareholding of Directors and Supervisors ································································ 91 |
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Procedures for the 2021 Annual General Meeting of Shareholders
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I. Call the Meeting to Order
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II. Chairman Remarks
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III. Management Presentation
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IV. Matters to be Acknowledged
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V. Matters to be Discussed
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VI. Election Matters
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VII. Other Matter
VIII. Extempore Motions
- IX. Adjournment
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CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Agenda of the 2021 Annual General Meeting of Shareholders
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I. Time: 9:00 a.m., Thursday, June 10, 2021
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II. Location: B1, No. 329, Xinhu 2nd Road, Neihu District, Taipei
III. The meeting is held in accordance with conventions.
IV. Chairman Remarks
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V. Management Presentation:
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(I) The Company’s business report for 2020.
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(II) The Supervisors’ report on account closure for 2020.
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(III) Report on the distribution of employees’ compensation and remuneration of directors and Supervisors for 2020.
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(IV) Amendments to the Company’s “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct”.
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VI. Matters to be Acknowledged:
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(I) Please acknowledge the Company’s account closure for the year ended December 31, 2020.
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(II) Please acknowledge the Company’s profit distribution table for the year ended December 31, 2020.
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VII. Matters to be Discussed:
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(I) Please decide on the Company's proposal for the amendments to the Articles of Incorporation.
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(II) Please decide on the Company’s proposal for the amendments to the “Regulations Governing the Acquisition and Disposal of Assets”.
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(III) Please decide on the Company’s proposal for the amendments to the “Regulations for the Lending of Funds and Endorsement or Guarantee”.
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(IV) Please decide on the Company’s proposal for the amendments of the “Procedures for Election of Directors”.
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(V) Please decide on the proposal for the amendments to the “Rules of Procedure for Shareholder Meetings”.
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(VI) Please resolve the proposal to distribute the additional paid-in capital by cash.
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VIII. Election Matters:
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(I) Electing the Company’s Directors for the 20th term.
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IX. Other Motions:
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(I) Please decide on the proposal for the removal of the prohibitions of competitions for the new Directors.
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X. Extempore Motions.
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XI. Adjournment.
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I. Management Presentation
I. The Company’s business report for 2020
(I) Performance of the implementation of the business plan
Looking back on 2020, the government and the economy were stable, and the real estate market in Taiwan performed as anticipated (prices dropped slightly but soon stabilized, and transaction volume increased). Due to the impact of COVID-19 on the international economy in the first half of the year, buying power decreased, but in the second half of the year, domestic epidemic prevention was effective, with domestic consumption returning to normal and foreign capital coming back, the domestic buying power and first-time buyers continued to come into the market. Performance was not bad, which also drew the government’s attention to reconsider activating housing policy, resulting in a slight cooling of the overall buying sentiment at the end of the year. Nevertheless, the overall development of the domestic housing market last year has moved in a positive direction.
In 2020, the Company mainly engaged in the sale of the remaining units of “Chainqui Top of the Cloud” on Huanhe South Road in Taipei, and “Chainqui Top of the Peak” on Guiyang Street in Taipei. Regarding new development, there was also “Chainqui Sweet Home” in Bali District, New Taipei City, which was first built before being sold. Xinyi Sanxing, an urban redevelopment project led by the Taipei City Government, was approved as a business plan at the end of 2020. The Company also won the bidding for another urban redevelopment project led by the Ministry of the Interior, in Taipei’s Jiaxing Street, in 2020. In addition, the Company has also successfully signed a contract with the Mustard Seed Mission Xinzhuang and for a joint construction project with Chung-Hsin Electric and Machinery [O2], it has been successfully signing up tenants and the occupancy rate has reached over 90%.
Although the world is still affected by COVID-19 this year and global economic activity has not yet been fully restored, the outlook for the domestic real estate market in 2021 continues to be positive, with domestic consumer confidence and purchasing power continuing to grow, which is positive for the housing market. However, with the government re-initiating the House and Land Transactions Income Tax 2.0, and the market’s lack of construction materials due to the shortage of labor and materials caused by the increase in construction prices and schedule control management problems, another impact on the industry is certainly taking shape, and the sale promotion this year must be carefully assessed and controlled depending on the situation of the market and the economy, to guarantee that the Company has even better room for profits.
The Company’s revenue of 2021 will be mainly generated from the sale of the remaining units of the “Chainqui Top of the Peak” on Guiyang Street in Taipei, and the “Chainqui Sweet Home” in Bali District, New Taipei City. New projects such as the urban redevelopment of Xinyi Sanxing in Taipei, the Mustard Seed Mission Xinzhuang and the “Hengyang Road” joint construction project in Taipei are all ready for sale depending on the progress of obtaining the construction license. Other development projects in Taipei, such as “Chongqing South Road”, “Guiyang Street II”, and “Jiaxing Street”, are in progress, and the construction of the Port of Taipei joint project in Bali District, New Taipei City, has also started.
(II) Budget schedule
The Company did not have a financial forecast for the year ended December 31, 2020. The Company’s operating income was NT$1,338,077,000, operating profit was NT $334,235,000, and net income after tax
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was NT$231,789,000.
(III) Balance sheet and profitability analysis
For the year ended December 31, 2020, the Company’s net profit after tax was NT$231,789,000, and earnings per share was NT$1.03. Operating revenue was recognized from the sale of units in the Top of the Peak and Sweet Home, and rent income from investment properties. Looking at the financial structure, the overall asset for 2020 were NT$7,847,882,000, a decrease of NT$671,217,000 compared to 2019, which was mainly due to the completion of sale of the Top of the Peak and Sweet Home.
(IV) Research and development
In response to the changing business environment, the Company not only strengthens its financial structure and reduces operating costs, but also prioritizes joint construction in investing in development, carefully evaluates investment projects, and devotes itself to industry research and analysis to keep abreast of market dynamics and provide accurate decision-making information.
Chairman: Lee Yung-I Manager:Chiang Ching-Feng Head of Accounting: Wang Teng-Hsieh
II. The Supervisors’ report on account closure for 2020
Supervisors’ Review Report of Chainqui Construction Development Co., Ltd.
The Board of Directors of the Company has submitted the financial statements and the consolidated financial statements for the year ended December 31, 2020, together with the business report and the profit distribution table for the year ended December 31, 2020, which have been audited by KPMG. The Supervisors found no discrepancy and report that the above is in accordance with Article 219 of the Company Act.
With Regards
The Company’s 2021 Annual General Meeting of Shareholders
Chainqui Construction Development Co., Ltd.
Supervisor: Hui-jun Lee
Supervisor: Shang Ying Investment Ltd.
Representative: Rui-shan Lee
March 16, 2021
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III. Report on the distribution of employees’ compensation and remuneration of Directors and Supervisors for 2020
Description: 1. In accordance with Article 24 of the Company’s Articles of Incorporation.
- The Company gained NT$286,199,734 (i.e. pre-tax income before mployees’ and Directors’ remuneration) in 2020, and provided 1.5% or NT$4,292,996 for the compensation of Employees, and 4% or NT$11,447,989 for the remuneration of Directors, both in cash.
IV. Amendments to the Company’s “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct”
Description: An Audit Committee has been established in accordance with Article 14-4 of the Securities and Exchange Act, and the Company hereby amends its “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct”; the comparison table of the amendments can be found in Attachment I. (Please refer to pages 10 of this Manual)
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II: Motions to be Acknowledged
Item I
Proposed by the Board of Directors
Content: Please acknowledge the Company’s account closure for 2020.
Description: The Board of Directors has resolved to approve the 2020 business report, financial statements, and the consolidated financial statements as shown in Attachment II (please refer to pages 11–28 of this Manual), and has sent them to the Supervisors for review and approval. Please acknowledge.
Resolution:
Item II Proposed by the Board of Directors
Content: please acknowledge the Company’s profit distribution table for 2020.
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Description: I. In accordance with the Company’s Articles of Incorporation, a profit distribution table is hereby prepared as attached.
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II. The proposed distribution of cash dividends to Shareholders is NT$ 224,550,530, which is NT$ 1 per share, and rounded off to the smallest denomination available. The amount rounded off is included in the Company’s other income. Upon the approval of this Annual General Meeting of Shareholders, the Chairman is authorized to set another ex-dividend base date, payment date and other related matters.
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Profit distribution table
Fiscal year of 2020
| Fiscal year of 2020 | |
|---|---|
| Unit: NT$ | |
| Beginning retained earnings | 986,011,053 |
| Plus: currentperiod netprofit | 232,340,446 |
| Minus: remeasurement of defined benefitplans | (45,732) |
| Distributable netprofit | 1,218,305,767 |
| Minus: legal reserves | (23,229,471) |
| Minus: special reserves | (81,553,652) |
| Minus: cash dividend to Shareholders(NT$ 1.0per share) | (224,550,530) |
| Unappropriated retained earnings | 888,972,114 |
Note: The number of shares as of April 9, 2021, is 224,550,530.
Chairman: Lee Yung-I Manager:Chiang Ching-Feng Head of Accounting: Wang Teng-Hsieh
Resolution:
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III. Matters to be Discussed
Item I Proposed by the Board of Directors
Content: Please decide on the Company's proposal for the amendments to the Articles of Incorporation.
Description: An Audit Committee has been established in accordance with Article 14-4 of the Securities and Exchange Act, the comparison table of the amendments is shown in Attachment III. (Please refer to pages 29–32 of this Manual)
Resolution:
Item II Proposed by the Board of Directors
Content: Please decide on the Company’s proposal for the amendments to the “Regulations Governing the Acquisition and Disposal of Assets”.
Description: An Audit Committee has been established in accordance with Article 14-4 of the Securities and Exchange Act, the comparison table of the amendments is shown in Attachment IV. (Please refer to page 32-34 of this Manual)
Resolution:
Item III Proposed by the Board of Directors
Content: Please decide on the Company’s proposal for the amendments to the “Regulations for the Lending of Funds and Endorsement or Guarantee”.
Description: An Audit Committee has been established in accordance with Article 14-4 of the Securities and Exchange Act, the comparison table of the amendments is shown in Attachment V. (Please refer to page 3536 of this Manual)
Resolution:
Item IV Proposed by the Board of Directors
Content: Please decide on the Company’s proposal for the amendments of the “Procedures for Election of Directors”. Description: In accordance with the Tai-Zheng-Zhi-Li-Zi Announcement No. 1090009468 released by the Taiwan Stock Exchange Corporation, the comparison table of the amendments is shown in Attachment VI. (Please refer to page 37-42 of this Manual)
Resolution:
Item V
Proposed by the Board of Directors
Content: Please decide on the proposal for the amendments to the “Rules of Procedure for Shareholder Meetings”. Description: An Audit Committee has been established in accordance with Tai-Zheng-Zhi-Li-Zi Announcement No. 1100001446 released by the Taiwan Stock Exchange Corporation on Jan 28, 2021 and Article 14-4 of Securities and Exchange Act, the table of the amendments is shown in Attachment VII. (Please refer to page 42-47 of this Manual)
Resolution:
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Item VI
Proposed by the Board of Directors
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Reason: Please resolve the proposal to distribute the additional paid-in capital by cash Explanation: I. In accordance with Article 241 of the Company Act, the Company is proposing to distribute cash in the amount of NT$112,275,265 as NT$0.50 per share, from the additional paid in capital derived from the issuance of new shares at a premium. The cash dividends will be calculated to the nearest NT dollar (round down to the nearest integer), The remainder will be reclassified into the account of other revenue.
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II. After the approval of the shareholders' meeting for the cash disbursement, the Chairman shall be authorized to set the ex-dividend date, payment date and the related matters.
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III. If any matters relating to this cash disbursement are amended or changed due to laws and regulations, approvals by competent authorities or actual needs, the shareholders' meeting will be proposed to authorize the chairman of the board of directors to deal with such matters.
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IV. If the Company's cash distribution rate is changed by the competent authorities, or if the number of outstanding shares is affected by changes in the Company's share capital prior to the record date, the shareholders' meeting will be proposed to authorize the chairman of the board of directors to deal with matters related to the change.
Resolution:
IV: Election Matters:
Content: Please re-elect the Directors of the Company.
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Description: I. The 19th term of Directors and Supervisors of the Company were elected on June 22, 2018, and their terms of office will expire on June 21, 2021. In accordance with Article 199-1 of the Company Act, they will be released with an early termination, and re-elections will be held at the Annual General Meeting of Shareholders.
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II. In accordance with Article 14-4 of the Securities and Exchange Act and the Company’s Articles of Incorporation, an Audit Committee was established to replace the Supervisors. Therefore, a total of seven Directors (including three Independent Directors) shall be elected by the Shareholders in this Meeting. The Shareholders shall elect from the list of candidates for a term of three years, and they shall be eligible for re-election. The newly elected Directors (including Independent Directors) shall serve from June 10, 2021 to June 9, 2024. The list of candidates was reviewed and approved by the Company's Board of Directors on April 26, 2021 and the list of candidates is attached as Attachment VIII. (Please refer to page 48 of this Manual)
Voting Results:
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V. Other Motions:
Content: Please decide on the proposal for the removal of the prohibitions of competitions for the new Directors.
Description: I. In accordance with Article 209-1 of the Company Act, “A director who does anything for themselves or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of Shareholders the essential contents of such an act and secure its approval”.
- II. The Directors of the Company are involved in the business activities of other companies with the same or similar business scope as the Company. In order to consider the business needs and to take advantage of the expertise and relevant experience of the Directors, the Company proposes the Shareholders to approve the removal of the prohibition of competitions for newly elected Directors and their representatives.
III. The candidates for Directors for the 20th term to serve concurrently:
| Title in the Company |
Name | Title in other companies |
|---|---|---|
| Director | Yen Reed Investment Co., Ltd. Legal representative: Lee Yung-I |
Chairman of Yen Reed Investment Co., Ltd. Chairman of Whole Plus Investment Co., Ltd. Chairman of Chain-I Investment Co.,Ltd. |
| Director | Whole Plus Investment Co. Ltd. Legal representative: Lee Long- Kwang |
Chairman of Chain Da Construction Co., Ltd. /Representative of Chain Qui Chairman of Global Industrial Co., Ltd Chairman of Chain chan Investment Co.,Ltd |
| Director | Global Industrial Co., Ltd. Legal representative: Chiang Ching-Feng |
Responsible person of Chain Hung Apartment Building Management and Maintenance Co., Ltd/ Representative of Chain Qui Chairman of Da Ho Security Co., Ltd./ Representative of Chia Yuan Create |
Resolution:
VI: Extempore Motions
VII: Adjournment
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Attachment I
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Comparison Table of the Amendments to the “Ethical Corporate Management Best Practice Principles”
| Amended Article | Current Article | Description |
|---|---|---|
| Article 2, Article 10, Article 11, Article 12, Article 13, Article 14, Article 16, Article 17, Article 18, Article 19, Article 21, Article 22, Article 23, Article 26, Article 27 |
Article 2, Article 10, Article 11, Article 12, Article 13, Article 14, Article 16, Article 17, Article 18, Article 19, Article 21, Article 22, Article 23, Article 26, Article 27:~~Supervisor~~ |
Removing the Supervisor and from provisions as the Audit Committee has been set up |
Comparison Table of the Amendments to the “Procedures for Ethical Management and Guidelines for Conduct”
| Amended Article | Current Article | Description | |
|---|---|---|---|
| Article 2, Article 3, Article 11, Article 21, Article 24 |
Article 2, Article 3, Article 11, Article 21, Article 24:~~Supervisor~~ |
Removing the Supervisor and from provisions as the Audit Committee has been set up |
|
| Article 5 (Dedicated Unit and Its Responsibilities) The Company has designated the Administration Officeand the Audit Office as a dedicated unit (hereinafter referred to as the dedicated unit of the Company) under the Board of Directors with sufficient resources and appropriate personnel to handle the revision, implementation, interpretation, consultation services and filing of the contents of notifications, and to supervise the implementation of these procedures and guidelines for conduct, and to be primarily responsible for the following matters, and to report to the Board Meeting on a regular basis (at least once a year): - Omitted - |
Article 5 (Dedicated Unit and Its Responsibilities) The Company has designated the Audit Office as a dedicated unit (hereinafter referred to as the Company’s dedicated unit) under the Board of Directors with sufficient resources and appropriate personnel to handle the revision, implementation, interpretation, consultation services and filing of the contents of notifications, and to supervise the implementation of these procedures and guidelines for conduct, and to be primarily responsible for the following matters, and to report to the Board Meeting on a regular basis (at least once a year): - Omitted - |
Revision of the Administrative Office and the Audit Office as a dedicated unit to jointly promote the implementation of the Company’s ethical corporate management best practices |
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Attachment I
Independent Auditors’ Report
To the Board of Directors of Chainqui Construction Development Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Chainqui Construction Development Co., Ltd. (the" Company") and its subsidiaries (together related to as the "Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of another auditor (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”), endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our auditors and the reports of another auditor, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Emphasis of Matter Paragraph-Basic Accounting Principles
As disclosure in Note 4(t) of the consolidated financial statements, in order to spread the costs over the useful lifespan of its property, plant and equipment, as well as its investment properties, the Group adopted the straight-line method of accounting for depreciation beginning January 1, 2020, whereas it previously used the declining-balance method. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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1. Revenue recognition
Please refer to notes 4(o) and 6(u) of the notes to consolidated financial statements for the accounting policy on revenue recognition and the details of revenue.
Description of key audit matter:
The construction industry, in which the Company is into, has a higher tendency of revenue fluctuation. Since the Company is a listed company, there is significant risk in fraud of sales revenue; therefore, the recognition of sales revenue is one of the most important evaluation in performing our audit procedures.
How the matter was addressed in our audit:
Our principal audit procedures included Testing the effectiveness of the design and implementing the internal control system of sales revenue. Inspection of sales contracts and real estate control transfer document etc.. Testing the samples of sales transaction before and after the end of the year to ensure the correctness of sales revenue.
2. Inventory evaluation
Please refer to notes 4(h), 5(a) and 6(f) of the notes to consolidated financial statements for the accounting policy on measuring inventory, assumptions used and uncertainties considered in determining the net realizable value and the details of inventory.
Description of key audit matter:
Inventory is a significant part of the consolidated balance sheets, and the evaluation of the inventory is determined in accordance with the IFRS, IASs, interpretation, as well as related guidance endorsed by the Financial Supervisory Commission, and the net realization. Since there is high fluctuation in the current real estate industry, there is a possible risk that the cost of inventory may be higher than the net price.
How the matter was addressed in our audit:
Our principal audit procedures included:
Based on the valuation report provided by the external real estate appraiser, and is used to inquire the method of assessment and the use of the index material and relevant information. Auditors will then consider whether the subsequent changes in the economic situation may affect its conclusions.
Through reviewing the recent selling price of the premises and the return on investment analysis chart or by inquiring the selling price of premises nearby from the “Actual Selling Price of Real Estate” website.
Other Matter
Among the subsidiaries included in Chainqui Group’s consolidated financial statements, some of the financial statements have not been audited. Those statements were audited by another auditor, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for those subsidiaries, is based solely on the reports of another auditor. The financial statements of those certain subsidiaries reflect total assets constituting 39% and 40% of consolidated total assets at December 31, 2020 and 2019, and total operating revenues constituting 11% and 5% of consolidated total operating revenues for the years then ended.
Chainqui Construction Development Co., Ltd. has prepared its stand-along financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the supervisors) are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with 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 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 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.
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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 Group’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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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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.
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- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chung-Che Chen and LiChen Lai.
KPMG
Taipei, Taiwan (Republic of China) March 16, 2021
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
-14-
| December 31, 2019 | Amount % |
1,695,798 20 |
54,899 1 |
22,120 - |
56,294 1 |
262,576 3 |
99,762 1 |
104,930 1 |
42,176 - |
5,152 - |
- - |
47,660 1 |
2,391,367 28 |
1,346,546 16 |
3,719 - 8,233 - |
6,370 - |
1,364,868 16 |
3,756,235 44 |
2,041,368 24 |
748,668 9 |
1,751,022 20 |
(111,147) (1) |
(111,147) (1) |
4,429,911 52 |
332,953 4 |
4,762,864 56 |
8,519,099 100 |
8,519,099 100 |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | Amount % |
$ 1,418,626 18 |
54,934 1 |
20,875 - |
24,997 - |
162,908 2 |
118,649 2 |
- - |
36,171 1 |
4,981 - |
11,107 - |
31,147 - |
1,884,395 24 |
1,097,553 14 |
4,016 - 2,058 - |
5,535 - |
1,109,162 14 |
2,993,557 38 |
2,245,505 29 |
647,558 8 |
1,840,421 23 |
(192,700) (2) |
4,540,784 58 |
313,541 4 |
4,854,325 62 |
$ 7,847,882 100 |
||||||||||||||||||
| Consolidated Balance Sheets | December 31, 2020 and 2019 | (Expressed in Thousands of New Taiwan Dollars) | December 31, 2020 December 31, 2019 |
Assets Amount % Amount % Liabilities and Equity |
Current assets: Current liabilities: |
Cash and cash equivalents (Note 6(a) and Note 6(x)) $ 2,306,792 29 2,525,575 30 2100 Short-term borrowings (Notes 6(l) and 6(x)) |
Current financial assets at fair value through profit or loss (Notes 6(b) and 119,761 2 64,412 1 2110 Short-term notes and bills payable (Notes 6(n) and 6(x)) |
6(x)) 2130 Current contract liabilities (Note 6(u)) |
Notes receivable, net (Notes 6(d) and 6(x)) 23,073 - 116,713 1 2150 Notes payable (Note 6(x)) |
Accounts receivable, net (Notes 6(d) and 6(x)) 55,032 1 33,518 - 2170 Accounts payable (Note 6(x)) |
Other receivables, net (Notes 6(e) and 6(x)) 28,655 - 51,904 1 2200 Other payables (Note 6(x)) |
Inventories (for construction business), net (Notes 6(f)、8 and 9) 2,355,909 30 2,779,135 33 2220 Other payables to related parties (Note 6(x) and 7) |
Prepayments 40,672 1 15,707 - 2230 Current tax liabilities |
Other current financial assets (Notes 6(x) and 8) 50,585 1 39,233 1 2280 Current lease liabilities (Note 6(o) and 6(x)) |
Construction deposits paid (Notes 6(k) and 6(x)) 129,291 2 48,954 1 2322 Long-term loans payable, current portion-other (Notes 6(m) and 6(x)) |
Other current assets (Note 6(k)) 110,231 1 103,422 1 2399 Other current liabilities, others |
Current assets recognized as incremental costs to obtain contract with customers (Note 6(k)) 1,779 - 4,532 - Non-Current liabilities: |
5,221,780 67 5,783,105 69 Non-current assets: Non-current financial assets at fair value through other comprehensive income (Notes 6(c), 6(x) and 8) 95,263 1 87,915 1 2540 Long-term loans (Notes 6(m) and 6(x)) 2580 Non-current lease liabilities (Notes 6(o) and 6(x)) 2640 Net defined benefit liability, non-current (Note 6(q)) |
Property, plant and equipment (Notes 6(h) and 8) 200,231 2 196,863 2 2645 Guarantee deposits received (Note 6(x)) |
Right-of-use assets (Note 6(i)) 8,924 - 8,812 - |
Investment property, net (Notes 6(j) and 8) 2,181,215 28 2,332,339 27 Total liabilities |
Intangible assets 541 - 310 - |
Deferred tax assets (Note 6(r)) 39,627 1 17,401 - Equity attributable to owners of parent (Note 6(s)): |
Other non-current financial assets (Notes 6(x) and 8) 92,929 1 84,982 1 3110 Ordinary shares |
Other non-current assets, others 7,372 - 7,372 - 3200 Capital surplus |
2,626,102 33 2,735,994 31 3300 Retained earnings |
3400 Other equity |
Total equity attributable to owners of parent: | 36XX Non-controlling interests (Notes 6(g) and 6(s)) |
Total equity | Total assets $ 7,847,882 100 8,519,099 100 Total liabilities and equity |
|||||||||||||
| 1100 | 1110 | 1150 | 1170 | 1200 | 1320 | 1410 | 1476 | 1478 | 1479 | 1480 | 1517 | 1600 | 1755 | 1760 | 1780 | 1840 | 1980 | 1995 |
-15-
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 4000 Total operating revenue (Notes 6(u) and 7) 5000 Total operating costs (Note 6(f) and 6(q)) Gross profit from operations Operating expenses (Notes 6(q) and 6(v)): 6100 Total selling expenses 6200 Total administrative expenses Total operating expenses Net operating income Non-operating income and expenses (Note 6(w)): 7100 Total interest income 7010 Total other income 7020 Other gains and losses, net 7050 Finance costs, net (Note 6(f)) Total non-operating income and expenses Profit (loss) from continuing operations before tax 7951 Less: Income tax expenses (Note 6(r)) Profit (loss) 8300 Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans (Note 6(q)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income 8510 Comprehensive income Profit (loss), attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive (loss) income attributable to: 8710 Owners of parent 8720 Non-controlling interests Earnings per share (Note 6(t)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2020 Amount % $ 1,338,077 100 784,710 59 553,367 41 110,060 8 109,072 8 219,132 16 334,235 25 4,247 - 19,729 1 (6,508) - (81,569) (6) (64,101) (5) 270,134 20 38,345 3 231,789 17 (46) - 7,348 - - - 7,302 - (125,447) (9) 22,226 2 (103,221) (7) (95,919) (7) $ 135,870 10 $ 232,341 17 (552) - $ 231,789 17 $ 150,742 11 (14,872) (1) $ 135,870 10 $ 1.03 $ 1.03 |
2019 Amount % 1,730,553 100 968,068 56 762,485 44 148,003 9 129,372 7 277,375 16 485,110 28 10,277 1 90,198 5 (16,578) (1) (77,212) (4) 6,685 1 491,795 29 50,455 3 441,340 26 (1,053) - 14,433 1 - - 13,380 1 (62,565) (4) 10,895 1 (51,670) (3) (38,290) (2) 403,050 24 440,455 26 885 - 441,340 26 410,256 24 (7,206) - 403,050 24 1.96 1.96 |
|---|---|---|
See accompanying notes to consolidated financial statements.
-16-
| Total equity | 4,323,560 | 441,340 | (38,290) | 403,050 | - | - | (103,798) | - | - | 884 | 139,168 | - | 4,762,864 | 231,789 | (95,919) | 135,870 | - | - | (40,827) | - | - | 880 | - | (4,462) | (4,462) | 4,854,325 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non- | controlling | interests | 200,991 | 885 | (8,091) | (7,206) | - | - | - | - | - | - | 139,168 | - | 332,953 | (552) | (14,320) | (14,872) | - | - | - | - | - | - | (78) | (4,462) | 313,541 | ||||||||||||||||||||||||
| Total equity | attributable | to owners of | parent | 4,122,569 | 440,455 | (30,199) | 410,256 | - | - | (103,798) | - | - | 884 | - | - | 4,429,911 | 232,341 | (81,599) | 150,742 | - | - | (40,827) | - | - | 880 | 78 | - | 4,540,784 | |||||||||||||||||||||||
| (English Translation of Consolidated Financial Statements Originally Issued in Chinese) | CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD. AND SUBSIDIARIES | Consolidated Statements of Changes in Equity | For the years ended December 31, 2020 and 2019 | (Expressed in Thousands of New Taiwan Dollars) | Equity attributable to owners of parent | Total other equity interest | Share capital Retained earnings Unrealized |
gains | (losses) on | Exchange financial assets |
differences on measured at |
translation of fair value |
Unappropriated Total foreign through other |
Ordinary Capital Legal Special retained retained financial comprehensive Total other |
shares surplus reserve reserve earnings earnings statements income equity interest |
$ 1,729,973 920,781 368,322 106,582 1,083,845 1,558,749 (26,026) (60,908) (86,934) |
- - - - 440,455 440,455 - - - |
- - - - (1,053) (1,053) (43,579) 14,433 (29,146) |
- - - - 439,402 439,402 (43,579) 14,433 (29,146) |
- - 98,600 - (98,600) - - - - |
- - - (19,648) 19,648 - - - - |
- - - - (103,798) (103,798) - - - |
138,398 - - - (138,398) (138,398) - - - |
172,997 (172,997) - - - - - - - |
- 884 - - - - - - - |
- - - - - - - - - |
- - - - (4,933) (4,933) - 4,933 4,933 |
2,041,368 748,668 466,922 86,934 1,197,166 1,751,022 (69,605) (41,542) (111,147) |
- - - - 232,341 232,341 - - - |
- - - - (46) (46) (88,901) 7,348 (81,553) |
- - - - 232,295 232,295 (88,901) 7,348 (81,553) |
- - 44,046 - (44,046) - - - - |
- - - 24,213 (24,213) - - - - |
- - - - (40,827) (40,827) - - - |
102,069 - - - (102,069) (102,069) - - - |
102,068 (102,068) - - - - - - - |
- 880 - - - - - - - |
- 78 - - - - - - - |
- - - - - - - - - |
$ 2,245,505 647,558 510,968 111,147 1,218,306 1,840,421 (158,506) (34,194) (192,700) |
|||||||||||
| Balance at January 1, 2019 | Profit (loss) | Other comprehensive income | Total comprehensive income | Appropriation and distribution of retained earnings: | Legal reserve appropriated | Special reserve appropriated | Cash dividends of ordinary share | Stock dividends of ordinary share | Other changes in capital surplus: | Stock dividends from capital surplus | Other changes in capital surplus | Changes in non-controlling interests | Disposal of investments in equity instruments designated at fair value through other | comprehensive income | Balance at December 31, 2019 | Profit (loss) | Other comprehensive income | Total comprehensive income | Appropriation and distribution of retained earnings: | Legal reserve appropriated | Special reserve appropriated | Cash dividends of ordinary share | Stock dividends of ordinary share | Other changes in capital surplus: | Stock dividends from capital surplus | Other changes in capital surplus | Changes in ownership interests in subsidiaries | Changes in non-controlling interests | Balance at December 31, 2020 |
-17-
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Other revenue, overdue dividends and compensation of board and directors Gain on lease modifications Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Net loss (gain) on financial assets or liabilities at fair value through profit or loss Decrease (increase) in contract assets Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Decrease (increase) in other financial assets Decrease (increase) in assets recognized as incremental costs to obtain contract with customers Decrease (increase) in other operating assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payable Increase (decrease) in other current liabilities Increase (decrease) in net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes refund (paid) Net cash flows from (used in) operating activities |
2020 $ 270,134 58,038 93 1,805 81,569 (4,247) (6,752) 880 (43) 131,343 (57,154) - 93,640 (22,215) 23,107 361,512 (36,465) (6,924) (26,866) 2,753 (80,337) 251,051 (1,673) (31,297) (99,288) 25,976 (15,982) (6,222) (128,486) 122,565 253,908 524,042 4,247 6,752 (92,343) (44,389) 398,309 |
2019 491,795 52,205 48 (5,303) 77,212 (10,277) (4,016) 884 - 110,753 (28,373) 18,953 54,976 236,934 120,743 36,002 74,840 25,253 (20) 55,689 10,189 605,186 (372,899) 20,553 (360,227) (472,622) (95,872) (1,524) (1,282,591) (677,405) (566,652) (74,857) 10,277 4,016 (124,172) (8,155) (192,891) |
|---|---|---|
See accompanying notes to consolidated financial statements.
-18-
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD. AND ITS SUBSIDIARIES
Consolidated Statements of Cash Flows (CONT’D)
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Acquisition of intangible assets Decrease (increase) in other financial non-current assets Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Increase in short-term loans Decrease in short-term loans Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Increase in long-term loans Decrease in long-term loans Increase in guarantee deposits received Decrease in guarantee deposits received Increase in other payables to related parties Payment of lease liabilities Cash dividends paid Change in non-controlling interests Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
|
|---|---|
See accompanying notes to consolidated financial statements.
-19-
Independent Auditors’ Report
To the Board of Directors of Chainqui Construction Development Co., Ltd.:
Opinion
We have audited the parent company only financial statements of Chainqui Construction Development Co., Ltd. (the" Company"), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of another auditor (please refer to Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s 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 Certified Public Accountants Code of Professional Ethics in Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our auditors and the reports of another auditor, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Emphasis of Matter Paragraph-Basic Accounting Principles
As disclosure in Note 4(t) of the independent financial statements. In order to spread the costs over the useful lifespan of its property, plant and equipment, as well as its investment properties. The Company adopted the Straight-line Method of accounting for depreciation beginning January 1, 2020, whereas it previously used the Declining-balance Method. Our opinion is not modified in respect of this matter.
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 of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Revenue recognition
Please refer to notes 4(o) and 6(t) of the notes to the parent company only financial statements for the accounting policy on revenue recognition and the details of revenue.
Description of key audit matter:
The construction industry, in which the Company is into, has a higher tendency of revenue fluctuation. Since the Company is a listed company, there is significant risk in fraud of sales revenue; therefore, the recognition of sales revenue is one of the most important evaluation in performing our audit procedures.
-20-
How the matter was addressed in our audit:
Our principal audit procedures included testing the effectiveness of the design and implementing the internal control system of sales revenue. Inspecting of sales contracts and real estate control transfer document etc.. Testing the samples of sales transaction before and after the end of the year to ensure the correctness of sales revenue.
2. Inventory evaluation
Please refer to notes 4(g), 5(a) and 6(f) of the notes to the parent company only financial statements for the accounting policy on measuring inventory, assumptions used, and uncertainties considered in determining the net realizable value and the details of inventory.
Description of key audit matter:
Inventory is a significant part of the balance sheets, and the evaluation of the inventory is determined in accordance with the IFRS, IASs, interpretation, as well as related guidance endorsed by the Financial Supervisory Commission, and the net realization. Since there is high fluctuation in the current real estate industry, there is a possible risk that the cost of inventory may be higher than the net price.
How the matter was addressed in our audit:
Our principal audit procedures included:
Based on the valuation report provided by the external real estate appraiser and is used to inquire the method of assessment and the use of the index material and relevant information. Auditors will then consider whether the subsequent changes in the economic situation may affect its conclusions.
Through reviewing the recent selling price of the premises and the return on investment analysis chart or by inquiring the selling price of premises nearby from the “Actual Selling Price of Real Estate” website.
Other Matter
Among the investments accounted for using the equity method in the Company, some of the financial statements have not been audited by us. Those statements were audited by another auditor, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for those investments accounted for using the equity method, is based solely on the reports of another auditor. The investments accounted for using the equity method constituting 28% and 26% of total assets at December 31, 2020 and 2019, and the share of profit (loss) of associates and joint ventures accounted for using the equity method constituting (17)% and (20)% of total profit before tax for the years then ended.
Responsibilities of Management and Those Charged with Governance for the Parent Company only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of the 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 Company’ s financial reporting process.
-21-
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with 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 based on these parent company only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, 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.
-
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 auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
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.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on these financial statements. We are responsible for the direction, supervision and performance of the 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.
-22-
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 of the current period and are therefore the key audit matters. We describe these matters in our auditor’ s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chung-Che Chen and LiChen Lai.
KPMG
Taipei, Taiwan (Republic of China) March 16, 2021
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.
-23-
| December 31, 2019 | Amount % |
912,636 16 |
54,899 1 |
22,120 - |
34,721 1 |
1,695 - |
184,925 3 |
- - 80,261 1 40,076 1 5,116 - 45,182 1 1,381,631 24 |
3,684 - |
8,233 - |
1,600 - |
13,517 - |
1,395,148 24 |
2,041,368 35 |
748,668 13 |
1,751,022 30 |
(111,147) (2) |
4,429,911 76 |
5,825,059 100 |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | Amount % |
$ 666,182 12 |
54,934 1 |
20,478 - |
21,418 - |
- - |
107,489 2 |
4,750 - 103,567 2 36,171 1 4,981 - 29,498 1 1,049,468 19 |
4,016 - |
2,058 - |
1,600 - |
7,674 - |
1,057,142 19 |
2,245,505 40 |
647,558 11 |
1,840,421 33 |
(192,700) (3) |
4,540,784 81 |
$ 5,597,926 100 |
||||||||||||||||||
| (English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) | CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD. | Balance Sheets | December 31, 2020 and 2019 | (Expressed in Thousands of New Taiwan Dollars) | December 31, 2020 December 31, 2019 |
Assets Amount % Amount % Liabilities and Equity |
Current assets: Current liabilities: |
Cash and cash equivalents (Note 6(a)) $ 1,235,520 22 1,212,078 21 2100 Short-term borrowings (Notes 6(l) and 6(w)) |
Current financial assets at fair value through profit or loss (Notes 6(b) and 117,749 2 62,008 1 2110 Short-term notes and bills payable (Notes 6(m) and 6(w)) |
6(w)) 2130 Current contract liabilities (Note 6(t)) |
Notes receivable and account receivable, net (Notes 6(d) and 6(t)) 55,265 1 65,042 1 2150 Notes payable (Note 6(w)) |
Other receivables, net (Notes 6(e)) 29,631 1 48,635 1 2160 Notes payable to related parties (Note 6(w) and 7) |
Other non-operating receivables due from related parties, others (Notes 6(e) and 7) - - 7,121 - Inventories (for construction business), net (Notes 6(f)、8 and 9) 1,065,957 19 1,431,352 25 Prepayments 32,380 1 1,170 - Other current financial assets (Notes 8) 23,732 - 23,719 - Construction deposits paid (Note 6(k) and 9) 129,291 2 48,954 1 Other current assets (Note 6(k)) 22,204 1 2,445 - Current assets recognized as incremental costs to obtain contract with customers (Note 6(k)) 1,779 - 4,532 - 2170 Accounts payable (Note 6(w)) 2180 Accounts payable to related parties (Note 6(w) and 7) 2200 Other payables (Note 6(p) and 6(w)) 2230 Current tax liabilities 2280 Current lease liabilities (Note 6(n) and 6(w)) 2399 Other current liabilities, others Non-Current liabilities: |
2,713,508 49 2,907,056 50 2580 Non-current lease liabilities (Note 6(n) and 6(w)) |
Non-current assets: 2640 Net defined benefit liability, non-current (Note 6(p)) |
Non-current financial assets at fair value through other comprehensive 73,672 1 63,583 1 2645 Guarantee deposits received |
income (Notes 6(c) and 6(w)) | Investments accounted for using equity method (Notes 6(g)) 2,379,035 43 2,440,409 43 Total liabilities |
Property, plant and equipment (Note 6(h) and 8) 190,016 3 190,452 3 |
Right-of-use assets (Notes 6(i)) 8,924 - 8,730 - Equity attributable to owners of parent (Note 6(r)): |
Investment property, net (Notes 6(j) and 8) 183,487 3 185,121 3 3100 Share capital |
Intangible assets 541 - 310 - 3200 Capital surplus |
Deferred tax assets (Notes 6(q)) 39,627 1 17,401 - 3300 Retained earnings |
Other non-current financial assets (Notes 8 and 9) 9,116 - 11,997 - 3400 Other equity |
Total non-current assets 2,884,418 51 2,918,003 50 Total equity |
Total assets $ 5,597,926 100 5,825,059 100 Total liabilities and equity |
|||||||||||
| 1100 | 1110 | 1150 | 1200 | 1212 | 1320 1410 1476 1478 1479 1480 |
1517 | 1550 | 1600 | 1755 | 1760 | 1780 | 1840 | 1980 |
-24-
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 4000 Operating revenue (Note 6(o)、6(t) and 7) 5000 Operating costs (Note 6(f) and 7) Gross profit from operations Operating expenses (Notes 6(p)、6(u) and 7): 6100 Selling expenses 6200 Administrative expenses Total operating expenses Net operating income Non-operating income and expenses (Note 6(v)): 7100 Interest income 7010 Other income 7020 Other gains and losses, net 7050 Finance costs, net (Note 6(f)) 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method, net Total non-operating income and expenses Profit (loss) from continuing operations before tax 7951 Less: Income tax expenses (Note 6(q)) Profit (loss) 8300 Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans (Note 6(p)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss (Note 6(q)) Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income 8510 Comprehensive income Earnings per share (Note 6(s)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2020 Amount % $ 1,143,516 100 664,791 58 478,725 42 72,664 6 72,052 6 144,716 12 334,009 30 663 - 5,945 1 (3,991) - (9,602) (1) (56,565) (5) (63,550) (5) 270,459 25 38,118 3 232,341 22 (46) - 10,089 1 (2,741) - - - 7,302 1 (111,127) (10) (22,226) (2) (88,901) (8) (81,599) (7) $ 150,742 15 $ 1.03 $ 1.03 |
2019 Amount % 1,495,022 100 749,835 50 745,187 50 112,443 8 92,435 6 204,878 14 540,309 36 1,046 - 60,796 4 (1,735) - (12,255) (1) (99,693) (7) (51,841) (4) 488,468 32 48,013 3 440,455 29 (1,053) - 14,993 1 (560) - - - 13,380 1 (54,474) (4) (10,895) (1) (43,579) (3) (30,199) (2) 410,256 27 1.96 1.96 |
|---|---|---|
See accompanying notes to parent company only financial statements.
-25-
| Total equity | 4,122,569 | 440,455 | (30,199) | 410,256 | - | (103,798) | - | - | - | 884 | - | 4,429,911 | 232,341 | (81,599) | 150,742 | - | - | (40,827) | - | - | 880 | 78 | 4,540,784 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total other equity interest | Unrealized | gains | (losses) on | Exchange financial assets |
differences on measured at |
translation of fair value |
foreign through other |
financial comprehensive Total other |
statements income equity interest |
(26,026) (60,908) (86,934) |
- - - |
(43,579) 14,433 (29,146) |
(43,579) 14,433 (29,146) |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- 4,933 4,933 |
(69,605) (41,542) (111,147) |
- - - |
(88,901) 7,348 (81,553) |
(88,901) 7,348 (81,553) |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
- - - |
(158,506) (34,194) (192,700) |
|||||||||||||||
| (English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) | CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD. | Statements of Changes in Equity | For the years ended December 31, 2020 and 2019 | (Expressed in Thousands of New Taiwan Dollars) | Share capital Retained earnings |
Unappropriated Total |
Ordinary Capital Legal Special retained retained |
shares surplus reserve reserve earnings earnings |
Balance at January 1, 2019 $ 1,729,973 920,781 368,322 106,582 1,083,845 1,558,749 |
Profit (loss) - - - - 440,455 440,455 |
Other comprehensive income - - - - (1,053) (1,053) |
Total comprehensive income - - - - 439,402 439,402 |
Appropriation and distribution of retained earnings: | Legal reserve appropriated - - 98,600 - (98,600) - |
Cash dividends of ordinary share - - - - (103,798) (103,798) |
Stock dividends of ordinary share 138,398 - - - (138,398) (138,398) |
Reversal of special reserve - - - (19,648) 19,648 - |
Other changes in capital surplus: | Stock dividends from capital surplus 172,997 (172,997) - - - - |
Other changes in capital surplus - 884 - - - - |
Disposal of investments in equity instruments designated at fair value through other comprehensive income - - - - (4,933) (4,933) |
Balance at December 31, 2019 2,041,368 748,668 466,922 86,934 1,197,166 1,751,022 |
Profit (loss) - - - - 232,341 232,341 |
Other comprehensive income - - - - (46) (46) |
Total comprehensive income - - - - 232,295 232,295 |
Appropriation and distribution of retained earnings: | Legal reserve appropriated - - 44,046 - (44,046) - |
Special reserve appropriated - - - 24,213 (24,213) - |
Cash dividends of ordinary share - - - - (40,827) (40,827) |
Stock dividends of ordinary share 102,069 - - - (102,069) (102,069) |
Other changes in capital surplus: | Stock dividends from capital surplus 102,068 (102,068) - - - - |
Other changes in capital surplus - 880 - - - - |
Changes in ownership interests in subsidiaries - 78 - - - - |
Balance at December 31, 2020 $ 2,245,505 647,558 510,968 111,147 1,218,306 1,840,421 |
-26-
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss (profit) of associates and joint ventures accounted for using equity method Other revenue, overdue dividends and compensation of board and directors Loss (gain) on fair value adjustment of investment property Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Net loss (gain) on financial assets or liabilities at fair value through profit or loss Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in other receivable Decrease (increase) in other receivable due from related parties Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Decrease (increase) in other financial assets Decrease (increase) in assets recognized as incremental costs to obtain contract with customers Decrease (increase) in other operating assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in notes payable to related parties Increase (decrease) in accounts payable Increase (decrease) in accounts payable to related parties Increase (decrease) in other payable Increase (decrease) in other current liabilities Increase (decrease) in net defined benefit liability Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes refund (paid) Net cash flows from (used in) operating activities |
2020 $ 270,459 8,141 93 1,413 9,602 (663) (5,486) 56,565 880 (43) 70,502 (57,154) 52,059 (42,282) 19,011 7,121 380,276 (40,140) (19,759) (13) 2,753 (80,337) 221,535 (1,642) (13,303) (1,695) (77,436) 4,750 23,490 (15,684) (6,221) (87,741) 133,794 204,296 474,755 663 5,486 (15,470) (42,023) 423,411 |
2019 488,468 8,608 48 (5,338) 12,255 (1,046) (3,951) 99,693 884 - 111,153 (28,373) 86,608 215,663 51,303 (7,121) 529,591 11,387 8,737 (20) 55,689 10,189 933,653 (373,895) 17,693 (2,976) (126,866) (15,835) (467,149) (95,322) (1,524) (1,065,874) (132,221) (21,068) 467,400 1,046 3,951 (18,124) (7,833) 446,440 |
|---|---|---|
See accompanying notes to parent company only financial statements.
-27-
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Statements of Cash Flows (CONT’D)
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Increase in prepayments for investments Acquisition of property, plant and equipment Acquisition of intangible assets Decrease (increase) in other financial non-current assets Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Increase in short-term loans Decrease in short-term loans Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Decrease in guarantee deposits received Payment of lease liabilities Cash dividends paid Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
|
|---|---|
See accompanying notes to parent company only financial statements.
-28-
Attachment III
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD. Comparison of Amendments to the “Articles of Incorporation”
| Amended Article | Amended Article | Current Article | Current Article | Description | ||
|---|---|---|---|---|---|---|
| Article 6 The Company’sShareholder certificates are registered and are issued in accordance with theCompany Act and related regulations.The shares issued by the Company may be issued without printing a share certificate, but shall be registered or kept in the custody ofa centralized securities depository. |
Article 6 The Company’s shares shall be issued under thesignature or seal of at least three Directors of the Companyand shall belicensed by the competent authority or its approved issuing registrarin accordance with the provisions of the Company Act. The shares issued by the Company may be issued without printing a share certificate, or may beprinted together with the total number of shares issued upon the issuance of new shares, but shall be registered or kept in the custody ofthe Taiwan Depository & Clearing Corporation. |
Amended in accordance with the provisions of Article 162 of the Company Act. |
||||
| Article 10 There are two types of Shareholders’ Meeting in this company, Ordinary Meetings and Extraordinary Meetings. I. Ordinary Meetings are held by the Board of Directors within six months after the end of each fiscal year. II. Extraordinary Meetings shall be convened when deemed necessary by the Board of Directors in the event of a temporary occurrence of an important event, or when requested by the Shareholders in accordance with the CompanyAct. |
Article 10 There are two types of Shareholders’ Meeting in this company, Ordinary Meetings and Extraordinary Meetings. I. Ordinary Meetings are held by the Board of Directors within six months after the end of each fiscal year. II. Extraordinary Meetings shall be convened when deemed necessary by the Board of Directors~~or the Supervisors~~in the event of a temporary occurrence of an important event, or when requested by the Shareholders in accordance with the CompanyAct. |
Removing Supervisors as the Audit Committee has been set up. |
||||
| Chapter 4 Board of Directors and |
Audit Committee | Chapter 4 Board of Directors and |
Supervisors | Removing Supervisors as the Audit Committee has been set up. |
||
| Article 15 The Company shall have seven to nine Directors, who shall be elected by the Shareholders’ Meeting from those who are capable. The total number of shares held by all Directors shall not be less than provided by the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”. |
Article 15 The Company shall have seven to nine Directors and~~two Supervisors~~, who shall be elected by the Shareholders’ Meeting from those who are capable. The total number of shares held by all Directors~~and Supervisors~~ shall not be less than provided by the “Rules and Review Procedures for Director and Supervisor Share OwnershipRatios at Public |
Removing Supervisors as the Audit Committee has been set up. |
-29-
| Amended Article | Current Article | Current Article | Description | ||
|---|---|---|---|---|---|
| The number of Independent Directors shall not be less thanthreeand shall not be less than one-fifth of the number of Directors. The Company uses a nomination system for the election of all Directors, and the nomination of candidates is in accordance with the provisions of Article 192-1 of the Company Act. |
Companies”. Of the Directors in the preceding paragraph, the number of Independent Directors shall not be less thantwoand shall not be less than one- fifth of the number of Directors. The Company uses a nomination system for the election of all Directors and~~Supervisors~~, and the nomination of candidates is in accordance with the provisions of Article 192- 1 of the Company Act. ~~Beginning with the 2021 Annual Ordinary~~ ~~Shareholders’ Meeting, the Company has~~ ~~established an Audit Committee to replace~~ ~~Supervisors in accordance with Article 14-4 of~~ ~~the Securities and Exchange Act. The relevant~~ ~~provisions of these Articles of Incorporation~~ ~~regarding Supervisors shall expire on the date~~ ~~of the establishment of the Audit Committee.~~ ~~The Audit Committee shall consist of all~~ ~~Independent Directors, and its number shall~~ ~~not be less than three, one of whom shall be~~ ~~the Convener. The exercise of its powers and~~ ~~functions and related matters shall be~~ ~~governed by the relevant laws and regulations,~~ ~~and the organizational rules and regulations of~~ ~~the Audit Committee shall be established~~ ~~separately and shall be implemented after the~~ ~~resolution of the Board Meeting.~~ |
||||
| ~~esouo o~~ | |||||
| Article 15-1 The Company shall establish an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall consist of all Independent Directors, and the Audit Committee or members of the Audit Committee shall be responsible for carrying out the duties and responsibilities of the Supervisors under the Company Act, the Securities and Exchange Act and other laws and regulations. |
Added new provisions as the Audit Committee has been set up. |
||||
| Article 16 Directors shall be elected for a term of three years and may be re-elected, and their travelingexpenses shall bepaid regardless of |
Article 16 Directors and~~Supervisors~~shall be elected for a term of three years, and may be re-elected, and their travelingexpenses shall bepaid |
Removing Supervisors as the Audit Committee has been set up. |
-30-
| Amended Article | Current Article | Description | |
|---|---|---|---|
| the Company’s profit or loss. The Board of Directors is authorized to set the remuneration of the Directors for their services to the Company in accordance with industry standards. |
regardless of the company’s profit or loss. The Board of Directors is authorized to set the remuneration of the Directors and~~Supervisors~~ for their services to the Company in accordance with industrystandards. |
||
| Article 18 First paragraph omitted The Company’s Board Meeting shall be convened with a seven-days’ notice to its Directors, specifying the reason for convening; however, in case of emergency, the Board may be convened at any time and maybe notified byfax or e-mail. |
Article 18 First paragraph omitted The Company’s Board Meeting shall be convened with a seven-days’ notice to its Directors~~and Supervisors,~~specifying the reason for convening; however, in case of emergency, the Board may be convened at any time and maybe notified byfax or e-mail. |
Removing Supervisors as the Audit Committee has been set up. |
|
| Article 19 The Company may purchase liability insurance for each Director during their term of office in respect of their legal liability to perform the scope of business, to reduce and diversify the risk of material damage resulting from a Director’s unlawful acts to the Company and its Shareholders. |
Article 19 The Company may purchase liability insurance for each Directorand Supervisor during their term of office in respect of their legal liability to perform the scope of business, to reduce and diversify the risk of material damage resulting from a Directoror Supervisor’s unlawful acts to the Company and its Shareholders. |
Removing Supervisors as the Audit Committee has been set up. |
|
| Article 21 At the end of each fiscal year of the Company, the Board of Directors shall prepare the following tables and submit them to the Shareholders’ Meeting for approval. I. Business Report. II. Financial Statements. III. Motion to distribute earnings or make up losses. |
Article 21 At the end of each fiscal year of the Company, the Board of Directors shall prepare the following tables,~~send them to the Supervisors~~ ~~for audit 30 day before the Ordinary~~ ~~Shareholders’ Meeting, a~~nd submit them to the Shareholders’ Meeting for approval. I. Business Report. II. Financial Statements. III. Motion to distribute earnings or make up losses. |
Removing Supervisors as the Audit Committee has been set up. |
|
| Article 24 The Company shall distribute no less than 1% of its current year’s earning to its Employees, and shall distribute no more than 5% of its current year’s earning to its Directors. However, if the Company still has accumulated losses, these shall be compensated. Earnings for the current year referred to in the preceding paragraph represent earnings before |
Article 24 The Company shall distribute no less than 1% of its current year’s earning to its Employees, and shall distribute no more than 5% of its current year’s earning to its Directors and ~~Supervisors~~. However, if the Company still has accumulated losses, these shall be compensated. Earnings for the current year referred to in the preceding paragraph represent earnings before |
Removing Supervisors as the Audit Committee has been set up. |
-31-
| Amended Article | Current Article | Description | |
|---|---|---|---|
| income taxes for the year, before the distribution to its Employees and Directors. The earning distribution to its Employees and Directors shall be made by a resolution of the Board of Directors, with at least two-thirds of the Directors attending and approved by the majority of the Directors present, and shall be reported to the Shareholders’ Meeting. The earning distribution to its Employees may be in the form of stock or cash, and the target of the distribution includes Employees of subordinate companies under certain conditions. |
income taxes for the year, before the distribution to its Employees, Directors and ~~Supervisors.~~ The earning distribution to its Employees, Directors and~~Supervisors~~shall be made by a resolution of the Board of Directors, with at least two-thirds of the Directors attending and approved by the majority of the Directors present, and shall be reported to the Shareholders’ Meeting. The earning distribution to its Employees may be in the form of stock or cash, and the target of the distribution includes Employees of subordinate companies under certain conditions. |
||
| Article 26 These Articles of Incorporation were established on January 6, 1973, the 1st amendment was made on August 25, 1973, the 2nd amendment was made on September 1, 1973 ... (Omitted), the 48th amendment was made on June 28, 2016, the 49th amendment was made on June 8, 2017, the 50th amendment was made on June 22, 2018, the 51st amendment was made on June 9, 2020, and the52nd amendment was made on June 10, 2021. |
Article 26 These Articles of Incorporation were established on January 6, 1973, the 1st amendment was made on August 25, 1973, the 2nd amendment was made on September 1, 1973 ... (omitted), the 48th amendment was made on June 28, 2016, the 49th amendment was made on June 8, 2017, the 50th amendment was made on June 22, 2018, and the 51st amendment was made on June 9, 2020. |
Added the amendment date. |
Attachment IV
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Table of Comparison of the Amendments to the “Regulations Governing the Acquisition or Disposal of Assets”
| Amended Article | Current Article | Description | |
|---|---|---|---|
| Article 6 The Regulations shall beapproved by the Audit Committeeand submitted to the Shareholders’ Meeting for approvalafter the resolution of the Board Meeting,and shall be amended in the same manner. If a Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the information of the dissenting opinion to theAudit Committee. |
Article 6 After approval by the Board of Directors, the Regulations shall be~~sent to each Supervisor~~ ~~and~~submitted to the Shareholders’ Meeting for approval, and shall be amended in the same manner. If a Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the information of the dissenting opinion toeach Supervisor. |
Removing Supervisors as the Company has set up the Audit Committee. |
-32-
| Amended Article | Current Article | Description |
|---|---|---|
| Article 7 Procedures for acquiring or disposing of real estate or equipment: II. Procedures for determining the terms of the transaction and the amount of budget authorized: (I) When acquiring or disposing of real estate, the Company shall refer to the announced present value, the assessed value, and the actual transaction price of nearby real estate, before determining the transaction conditions and price, and prepare an analysis report and submit it to the Chairman of the Board of Directors. If the price is less than NT$1 billion (inclusive), it shall be submitted to the Chairman of the Board of Directors for approval; if the price is more than NT$1 billionand less than NT$2 billion (inclusive), the Chairman of the Board of Directors shall be authorized to handle the matter with full authority and submit it to the Board of Directors for ratification; if the amount is more than NT$2 billion,it shall be submitted to the Board Meeting for approval before the transaction. The Board of Directors may authorize the Chairman of the Board of Directors to exercise their full authority in a specified area and within a specified amount and then report to the Board of Directors for ratification, provided that the total amount of the aforementioned specified amount shall not exceed 50% of the net value of the most recently filed tax return. |
Article 7 Procedures for acquiring or disposing of real estate or equipment: II. Procedures for determining the terms of the transaction and the amount of budget authorized: (I) When acquiring or disposing of real estate, the Company shall refer to the announced present value, the assessed value, and the actual transaction price of nearby real estate, before determining the transaction conditions and price, and prepare an analysis report and submit it to the Chairman of the Board of Directors. If the price is less than NT$1 billion (inclusive), it shall be submitted to the Chairman of the Board of Directors for approval; if the price is ~~more~~than NT$1 billion~~(inclusive)~~, it shall be submitted to the Board Meeting for approval before the transaction. The Board of Directors may authorize the Chairman of the Board of Directors to exercise their full authority in a specified area and within a specified amount and then report to the Board of Directors for ratification, provided that the total amount of the aforementioned specified amount shall not exceed 50% of the net value of the most recently filed tax return. |
In line with the business needs of the Company, Article 7, Paragraph 2, Clause 1 is hereby amended. |
| Article 8 The Company shall submit to the Audit Committee for approval in accordance with these Regulations or other laws and regulations, and for resolution by the Board of Directors, and if a Director expresses a dissentingopinion and there is a record or |
Article 8 The Company shall submit to the Board of Directors for approval in accordance with these Regulations or other laws and regulations, and if a Director expresses a dissenting opinion and there is a record or written statement,the Companyshall send the |
Removing Supervisors as the Company has set up the Audit Committee. |
-33-
| Amended Article | Current Article | Description | |
|---|---|---|---|
| written statement, the Company shall send the information on the dissenting opinion of the Director to theAudit Committee. |
information on the dissenting opinion of the Director toeach Supervisor. |
||
| Article 14 If the Company acquires or disposes of real estate from a related party, or acquires or disposes of assets other than real estate from a related party, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of its total assets, or NT$300 million or more, except for the purchase or sale of public bonds, bonds with repurchase or resale conditions, or the purchase or repurchase of money market funds issued by a domestic securities investment trust, the following information shallfirst be approved by the Audit Committeeand submitted to the Board of Directors forresolution, before the transaction contract may be signed and payment may be completed: The amount of the transaction in the preceding paragraph shall be calculated in accordance with Article 30, Paragraph 2, and the said one- year period shall be based on the date of occurrence of the transaction and projected one year backward. Transactions that have beenapproved by the Audit Committee and resolved by resolution of the Board of Directors in accordance with these provisions may be exempted. |
Article 14 If the Company acquires or disposes of real estate from a related party, or acquires or disposes of assets other than real estate from a related party, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of its total assets, or NT$300 million or more, except for the purchase or sale of public bonds, bonds with repurchase or resale conditions, or the purchase or repurchase of money market funds issued by a domestic securities investment trust, the following information shall be approved by the~~Supervisors~~and submitted to the Board of Directors for resolution, before the transaction contract may be signed and payment may be completed: The amount of the transaction in the preceding paragraph shall be calculated in accordance with Article 30, Paragraph 2, and the said one- year period shall be based on the date of occurrence of the transaction and projected one year backward. Transactions that have been approved by the Board of Directors~~and Supervisors~~in accordance with these provisions may be exempted. |
Removing Supervisors as the Company has set up the Audit Committee. |
|
| Article 17 II. TheIndependent Directors that are members of the Audit Committeeshall adhere to the regulations of Article 218 of the Company Act. - below omitted - |
Article 17 II. TheSupervisorsshall adhere to the regulations of Article 218 of the Company Act. - below omitted - |
Removing Supervisors as the Company has set up the Audit Committee. |
-34-
Attachment V
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Comparison of the Amended Provisions of the “Regulations for the Lending of Funds and Endorsement or Guarantee”
| Amended Article | Current Article | Description | ||
|---|---|---|---|---|
| Article 8 When the Company lends funds to others, the Company shall follow these Regulations or relevant laws and regulations.For items that require the approval of the Audit Committee, resolution by the Board of Directors, and approval of the Shareholders’ Meeting, if any Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion to theAudit Committeeand submit it to the Shareholders’ Meeting for discussion, and shall be amended in the same manner. |
Article 8 When the Company lends funds to others, the Company shall follow these Regulations or relevant laws and regulations.~~If a~~n item requires the approval of~~each Supervisor~~, resolution by the Board of Directors, and approval of the Shareholders’ Meeting, if any Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion to each Supervisorand submit it to the Shareholders’ Meeting for discussion, and shall be amended in the same manner. |
Removing Supervisors as the Company has set up the Audit Committee. |
||
| Article 11 When the Company endorses or provides guarantees for others, the Company shall follow these Regulations or relevant laws and regulations.For items that require the approval of the Audit Committee, resolutionby the Board of Directors, and approval of the Shareholders’ Meeting, if any Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion to theAudit Committeeand submit it to the Shareholders’ Meeting for discussion, and shall be amended in the same manner. |
Article 11 When the Company endorses or provides guarantees for others, the Company shall follow these Regulations or relevant laws and regulations.~~If~~an item requires the approval of ~~each Supervisor~~, resolution by the Board of Directors, and approval of the Shareholders’ Meeting, if any Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion toeach Supervisorand submit it to the Shareholders’ Meeting for discussion, and shall be amended in the same manner. |
Removing Supervisors as the Company has set up the Audit Committee. |
||
| Article 15 The Company shall establish a record book to record the objects and amounts of the loans, the date of approval by the Board of Directors, the dates when the funds were lent, and the matters that shall be prudently evaluated in accordance with the first paragraph of the preceding Article. The Company’s internal auditors shall audit the procedures for lending funds to others and their execution at least quarterly and make written records of such audits. TheAudit Committee shall be notified immediately in writing of any material non-compliance. |
Article 15 The Company shall establish a record book to record the objects and amounts of the loans, the date of approval by the Board of Directors, the dates when the funds were lent, and the matters that shall be prudently evaluated in accordance with the first paragraph of the preceding Article. The Company’s internal auditors shall audit the procedures for lending funds to others and their execution at least quarterly and make written records of such audits.Each Supervisorshall be notified immediately in writing of any material non-compliance. |
Removing Supervisors as the Company has set up the Audit Committee. |
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| Amended Article | Current Article | Description | ||
|---|---|---|---|---|
| Article 18 The Company shall establish a record book to record the details of the endorsees, the amount, the date of approval by the Board of Directors or decision by the Chairman, the date of endorsement or guarantee, and the matters that shall be carefully evaluated in accordance with the first paragraph of the preceding Article. The Company’s internal auditors shall audit the endorsement procedures and their implementation at least quarterly and make written records. TheAudit Committeeshall be notified immediately in writing of any material non-compliance. |
Article 18 The Company shall establish a record book to record the details of the endorsees, the amount, the date of approval by the Board of Directors or decision by the Chairman, the date of endorsement or guarantee, and the matters that shall be carefully evaluated in accordance with the first paragraph of the preceding Article. The Company’s internal auditors shall audit the endorsement procedures and their implementation at least quarterly and make written records.Each Supervisorshall be notified immediately in writing of any material non-compliance. |
Removing Supervisors as the Company has set up the Audit Committee. |
||
| Article 20 If a change in circumstances results in the endorsee being unable to comply with these Regulations or the amount of the endorsement exceeding the limit, the Company shall formulate a plan for improvement, send the relevant plan for improvement to the Audit Committee, and complete the improvement in accordance with the planned schedule. - below omitted - |
Article 20 If a change in circumstances results in the endorsee being unable to comply with these Regulations or the amount of the endorsement exceeding the limit, the Company shall formulate a plan for improvement, send the relevant plan for improvement to each Supervisor,and complete the improvement in accordance with the planned schedule. - below omitted - |
Removing Supervisors as the Company has set up the Audit Committee. |
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Attachment VI
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Procedures for Election of Directors - Comparison Table of the Amendments
| Amended Article | Current Article | Description | |
|---|---|---|---|
| Name: Procedures for Election of Directors | Name: Procedures for Election of Directorsand Supervisors |
Amended name | |
| Article 3 The selection of the Company’s Directors shall take into account the overall configuration of the Board of Directors. The composition of the Board of Directors shall take diversity into account with respect to its business operations, business model and development needs, and shall include but not be limited to the following two major criteria: I. Basic conditions and values: gender, age, nationality and culture, etc. II. Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills and industry experience,etc. Members of the Board shall generally possess the knowledge, skills and qualities necessary to carry out their duties and the overall competencies they shall possess are as follows: I. Operational judgement skills. II. Accounting and financial analysis skills. III. Business management skills. IV. Crisis management skills. V. Industry knowledge. VI. International market knowledge. VII. Leadership skills. VIII. Decision-making skills. More than half of the Directors shall not be related to each other as spouses or second degree relatives. The Company’s Board of Directors shall consider adjusting the composition of the Board of Directors based on the results of the performance evaluation. |
Article 3 The selection of the Company’s Directors shall take into account the overall configuration of the Board of Directors. The composition of the Directors shall take into account diversity and expertise (e.g., legal, accounting, industry, finance, marketing, management or business). Members of the Board shall generally possess the knowledge, skills and qualities necessary to carry out their duties and the overall competencies they shall possess are as follows: I. Operational judgement skills. II. Accounting and financial analysis skills. III. Business management skills. IV. Crisis management skills. V. Industry knowledge. VI. International market knowledge. VII. Leadership skills. VIII. Decision-making skills. More than half of the Directors shall not be related to each other as spouses or second degree relatives. |
Amended the name and content of the Article in accordance with the announcement of Tai-Zheng-Zhi-Li-Zi Announcement No. 1090009468 |
|
| Removed | ~~Article 4~~ ~~The Company’s Supervisors shall possess~~ ~~integrity, fairjudgment andprofessional~~ |
The Supervisors do not apply to the Company, and the |
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| Amended Article | Current Article | Description | ||
|---|---|---|---|---|
| ~~knowledge.~~ ~~The establishment of Supervisors shall refer to~~ ~~the provisions regarding the independence of~~ ~~the Supervisors in the Regulations Governing~~ ~~Appointment of Independent Directors and~~ ~~Compliance Matters for Public Companies, and~~ ~~appropriate Supervisors shall be selected to~~ ~~strengthen the risk management and financial~~ ~~and operational control of the Company.~~ ~~Amongst the Supervisors or between the~~ ~~Supervisors and Directors, there shall be more~~ ~~than one seat that is not related to another as~~ ~~spouses or second degree relatives.~~ ~~The Supervisor shall not be a Director, Manager~~ ~~or other Employee of the Company, and at least~~ ~~one of the Supervisors must have a residence in~~ ~~the country toperform immediate supervision.~~ |
original provision is hereby removed. |
|||
| Article 4 The qualifications of the Independent Directors of the Company shall comply with the provisions of Articles 2, 3 and 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. The election of Independent Directors of the Company shall comply with the provisions of Articles 5, 6, 7, 8 and 9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and shall be in accordance with Article 24 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”. |
Article 5 The qualifications of the Independent Directors of the Company shall comply with the provisions of Articles 2, 3 and 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. The election of Independent Directors of the Company shall comply with the provisions of Articles 5, 6, 7, 8 and 9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and shall be in accordance with Article 24 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”. |
The original Article 5 is merged into Article 4, the content of which has not been amended |
||
| Article 5 The election of Directors of the Company shall be conducted in accordance with the procedures of the candidate nomination system set forth in Article 192-1 of the Company Act. If for any reason, any Director is dismissed, causing the number of Directors to be less than five, the Company shall hold a by-election at the soonest Shareholders’Meeting. However,if more than one-third of the number of Directors |
Article 6 The election of the Company’s Directors and ~~Supervisors~~ shall be conducted in accordance with the procedures of the nomination system for candidates set forth in Article 192-1 of the Company Act,~~and for the purpose of examining~~ ~~the qualifications of candidates for Directors~~ ~~and Supervisors, their academic background~~ ~~and whether they have any of the matters set~~ ~~forth in Article 30 of the Company Act, no~~ |
The original Article 6 is merged into Article 5, the content of which has been amended. |
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| Amended Article | Current Article | Description | |
|---|---|---|---|
| set forth in the Articles of Incorporation are dismissed, the Company shall, within 60 days from the date of occurrence of the fact, convene an Extraordinary Shareholders’ Meeting to hold a by-election. If the number of Independent Directors is not sufficient to comply with the requirements of the first proviso of Article 14-2 of the Securities and Exchange Act, a by-election shall be held at the soonest Shareholders’ Meeting; if all the Independent Directors are dismissed, an Extraordinary Shareholders’ Meeting shall be held within 60 days from the date of occurrence of the fact to hold a by-election. |
~~additional~~ ~~documents~~ ~~proving~~ ~~other~~ ~~qualifications shall be arbitrarily listed. The~~ ~~results of the examination shall be provided to~~ ~~the Shareholders for their reference in order to~~ ~~elect suitable Directors and Supervisors.~~ If more than one-third of the number of Directors set forth in the Articles of Incorporation are dismissed, the Company shall, within 60 days from the date of occurrence of the fact, convene an Extraordinary Shareholders’ Meeting to hold a by-election. If the number of Independent Directors is not sufficient to comply with the requirements of the first proviso of Article 14-2 of the Securities and Exchange Act, the relevant provisions of the ~~Taiwan Stock Exchange Corporation Rules~~ ~~Governing Review of Securities Listings, or~~ ~~Paragraph 8 of the “Standards for Determining~~ ~~Unsuitability for TPEx Listing under Article 10,~~ ~~Paragraph 1 of the Taipei Exchange Rules~~ ~~Governing the Review of Securities for~~ ~~Transaction on the TPEx” of the Taipei~~ ~~Exchange,~~a by-election shall be held at the soonest Shareholders’ Meeting; if all the Independent Directors are dismissed, an Extraordinary Shareholders’ Meeting shall be held within 60 days from the date of occurrence of the fact to hold a by-election. ~~If all of the Supervisors are dismissed, an~~ ~~Extraordinary Shareholders’ Meeting shall be~~ ~~held within 60 days from the date of occurrence~~ ~~of the fact to hold a by-election.~~ |
||
| Article 6 The Company shall adopt a cumulative voting system for the election of Directors. Each share shall have the same number of votes as the number of Directors to be elected and all votes may be concentrated on one person or allocated to several persons. |
Article 7 The Company shall adopt a cumulative voting system for the election of Directors~~and~~ ~~Supervisors.~~Each share shall have the same number of votes as the number of Directors or Supervisors to be elected and all votes may be concentrated on one person or allocated to severalpersons. |
The original Article 7 is merged into Article 6, the content of which has been amended. |
|
| Article 7 The Board of Directors shall prepare the same number of election ballots as the number of |
Article 8 The Board of Directors shall prepare the same number of election ballots as the number of |
The original Article 8 is merged into Article 7,the |
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| Amended Article | Current Article | Description | ||
|---|---|---|---|---|
| Directors to be elected, fill in the number of rights, and distribute them to the Shareholders attending the Shareholders’ Meeting. The name of the elector may be substituted by the attendance card number printed on the election ballot. |
Directors~~and Supervisors t~~o be elected, fill in the number of rights, and distribute them to the Shareholders attending the Shareholders’ Meeting. The name of the elector may be substituted by the attendance card number printed on the election ballot. |
content of which has been amended. |
||
| Article 8 In accordance with the quotas set forth in the Company’s Articles of Incorporation, the election rights of the election of Directors are separated into Independent Directors and Non- Independent Directors, and the number of votes shall be calculated separately, and the electees shall be elected in the order of the number of votes received, representing the greater number of election rights. In the event that there are more than two persons with the same number of votes and the number of seats exceeds the required number, lots shall be drawn by those with the same number of votes to determine the electee, and the Chairman shall draw lots for those who are not present. |
Article 9 In accordance with the quotas set forth in the Company’s Articles of Incorporation, the election rights of the election of Directors~~and~~ ~~Supervisors~~ are separated into Independent Directors and Non-Independent Directors, and the number of votes shall be calculated separately, and the electees shall be elected in the order of the number of votes received, representing the greater number of election rights. In the event that there are more than two persons with the same number of votes and the number of seats exceeds the required number, lots shall be drawn by those with the same number of votes to determine the electee, and the Chairman shall draw lots for those who are notpresent. |
The original Article 9 is merged into Article 8, the content of which has been amended. |
||
| Article 9 Before the election begins, the Chairman shall designate a number of Shareholders to act as scrutineers and tellers and perform the relevant duties. The ballot boxes are prepared by the Board of Directors and are open for inspection bythe scrutineers before the voting. |
Article 10 Before the election begins, the Chairman shall designate a number of Shareholders to act as scrutineers and tellers and perform the relevant duties. The ballot boxes are prepared by the Board of Directors and are open for inspection bythe scrutineers before the voting. |
The original Article 10 is merged into Article 9, the content of which has not been amended. |
||
| Removed | ~~Article 11~~ ~~If the nominee is a Shareholder, the elector shall~~ ~~indicate the name of the nominee and the~~ ~~Shareholder’s account number in the nominee~~ ~~column; if the nominee is not a Shareholder, the~~ ~~elector shall indicate the name of the nominee~~ ~~and the identity document number. However, if~~ ~~a government or legal entity is the Shareholder~~ ~~and a nominee, the name of the government or~~ ~~legal entity shall be listed in the nominee name~~ ~~column on the election ballot, and the name of~~ ~~the government or legal entity and the name of~~ ~~its representative may also be listed. If there are~~ |
Article removed |
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| Amended Article | Current Article | Description | ||
|---|---|---|---|---|
| ~~several representatives, the names of the~~ ~~representatives shall be added separately.~~ |
||||
| Article 10 An election ballot is invalid if one of the following occurs: I. Those not using the ballot prepared by the Convener. II. A blank ballot. III. The handwriting is illegible or has been altered. IV. Any discrepancies between the names of the persons electedand the list of nominees for election as Directors. V. Other words are included in addition to the number of voting rights allocated. |
Article 12 An election ballot is invalid if one of the~~following~~occurs: I. Those not using the ballot prepared by the ~~Board of Directors.~~ II. A blank ballot. III. The handwriting is illegible or has been altered. IV. If the name of the nominee~~is a Shareholder,~~ ~~the name and Shareholder account number~~ ~~of the nominee do not match with the~~ ~~Shareholder Register; if the nominee is not~~ ~~a Shareholder, the name and identity~~ ~~document number d~~o not match with the Shareholder Register. V. Other words are included in addition to~~the~~ ~~name of the nominee or the Shareholder’s~~ ~~account number (identification number)~~ and the number of voting rights allocated. ~~VI. The names of the nominees are identical to~~ ~~other~~ ~~Shareholders~~ ~~without~~ ~~the~~ ~~Shareholder’s~~ ~~account~~ ~~number~~ ~~or~~ ~~identification document number to identify~~ ~~them.~~ |
The original Article 12 is merged into Article 10, the content of which has been amended. |
||
| ~~.~~ | ||||
| Article 11 The ballots shall be counted on the spot, and the Chairman shall announce the results on the spot, including the list of Directors elected and the number of votes each has received. The election ballots of the aforementioned election shall be sealed and signed by the scrutineers and kept in a safe place for at least one year. However, if a lawsuit is filed by a Shareholder in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit. |
Article 13 The ballots shall be counted on the spot, and the Chairman shall announce the results on the spot, including the list of Directors~~and Supervisors~~ elected and the number of votes each has received. The election ballots of the aforementioned election shall be sealed and signed by the scrutineers and kept in a safe place for at least one year. However, if a lawsuit is filed by a Shareholder in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit. |
The original Article 13 is merged into Article 11, the content of which has been amended. |
||
| Article 12 The elected Directors shall be notified by the Board of Directors of the Company of their election. |
This Article is newly added |
|||
| Article 13 | Article 14 | The original Article |
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| Amended Article | Current Article | Description |
|---|---|---|
| These procedures shall be effective upon receiving the approval of the Shareholders’ Meeting, and shall be amended in the same manner. |
These procedures shall be effective upon receiving the approval of the Shareholders’ Meeting, and shall be amended in the same manner. |
14 is merged into Article 13, the content of which has not been amended. |
Attachment VII
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD. The “Rules of Procedure of Shareholders’ Meeting” of
Article 1
In order to establish a good governance system for the Shareholders’ Meeting, improve the supervision function and strengthen the management function of the Company, these rules are hereby set forth in accordance with Article 5 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”.
Article 2
The Rules of Procedure of the Shareholders’ Meeting of the Company shall be in accordance with these rules, unless otherwise provided by law or the Articles of Incorporation.
Article 3
Unless otherwise stated by the law, the Company’s Shareholders’ Meeting shall be convened by the Board of Directors.
The Company shall transmit electronically the notice of the Shareholder’s Meetings, the proxy form, and the information and explanatory materials related to the proposals for recognition, discussion, election or dismissal of Directors, and other matters to the Market Observation Post System (MOPS) 30 days before the Ordinary Shareholders’ Meeting or 15 days before the Extraordinary Shareholders’ Meeting. The Shareholders’ Meeting minutes and supplementary information shall be electronically transmitted to the MOPS no later than 21 days prior to the Ordinary Shareholders’ Meeting or 15 days prior to the Extraordinary Shareholders’ Meeting. A copy of the meeting manual and supplementary information shall be made available to Shareholders 15 days prior to the Shareholders’ Meeting and shall be displayed at the Company and the securities company appointed by the Company, and shall be distributed at the Shareholders’ Meeting.
The notice and announcement shall state the reason for the convening; the notice may be transmitted electronically with the consent of the associated parties.
The election or dismissal of Directors, change of Articles of Incorporation, reduction of capital, application for suspension of public offering, permission for Directors to compete for business, transfer of capital from surplus to capital, transfer of capital from reserves, dissolution, merger, or demerger of the Company, or matters under Article 185, Paragraph 1 of the Company Act, Article 26-1 and 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be listed in the reason for convening and the main contents thereof shall be stated, and may not be proposed by extempore motion.
If the reason for convening a general meeting of Shareholders states the general re-election of Directors and the date of their assumption of office, and after the completion of such re-election at such general meeting, the date of their assumption of office shall not be changed at the same meeting by way of extempore motion or otherwise.
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Shareholders holding more than one percent of the total number of issued shares may propose a motion to the Company for an Ordinary Shareholders’ Meeting, subject to a limit of one proposal, and any proposal exceeding one shall not be included in the motion. In addition, the Board of Directors may opt not to include a motion proposed by a Shareholder in any of the circumstances set forth in Article 172-1, Paragraph 4 of the Company Act. A Shareholder may make a proposal to promote the public interest or social responsibility of the Company, but the procedure shall be limited to one proposal in accordance with Article 172-1 of the Company Act.
Prior to the date of cessation of share transfer before the Shareholders’ Meeting, the Company shall announce the acceptance of Shareholders’ proposals, the written or electronic means of acceptance, the place of acceptance and the period of acceptance; the period of acceptance shall not be less than ten days.
A Shareholders’ proposal is limited to 300 words. Any proposal of more than 300 words may not be included in the motion; the proposed Shareholder shall attend in person or by proxy to participate in the discussion of such motion.
The Company shall notify the results of the proposals to the proposed Shareholders before sending out the notice for convening the Shareholders’ Meeting, and the qualified proposals shall be listed in the meeting notice. The Board of Directors shall explain the reasons regarding motions that are excluded in the Shareholders’ Meeting.
Article 4
A Shareholder may appoint a proxy to attend each Shareholders’ Meeting by presenting a proxy form issued by the Company, stating the scope of authority for the proxy to attend the meeting.
A Shareholder shall issue one proxy, limited to one person, which shall be delivered to the Company five days prior to the Shareholders’ Meeting. In the event of duplicate proxies, the first to be delivered shall prevail. However, this does not apply to the declaration of revocation of an earlier-certified proxy.
If a Shareholder wishes to attend a Shareholders’ Meeting in person or to exercise their voting rights in writing or by electronic means after the proxy form has been delivered to the Company, they shall give written notice of revocation to the Company two days prior to the Shareholders’ Meeting; if the revocation is made after that time, the voting rights shall be exercised by the proxy.
Article 5
The venue of the Shareholders’ Meeting shall be where the Company is located, or somewhere that is convenient for Shareholders and suitable to hold such a meeting. The meeting shall commence no earlier than 9:00 a.m. or later than 3:00 p.m., and the convening time and place shall take into full consideration the opinions of Independent Directors.
Article 6
The Company shall state in the notice of the meeting the time and place for the Shareholders to report for the meeting, and other matters to be noted.
The registration of Shareholders in the preceding Paragraph shall be processed at least 30 minutes prior to the commencement of the meeting; the registration desk shall be clearly marked, and adequate and appropriate personnel shall be assigned to handle the registration.
A Shareholder or a proxy appointed by a Shareholder (hereinafter referred to as a Shareholder) shall attend the Shareholders’ Meeting with an attendance card, attendance registration card or other attendance documents. The Company shall not arbitrarily add other documents to the proof of attendance of a Shareholder, and the solicitor of a proxy solicitation shall bring their identity document for verification purpose.
The Company shall maintain a sign-in book for the attending Shareholders to sign in, or the attending Shareholders may
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submit a sign-in card to sign in.
The Company shall deliver to the Shareholders present at the Shareholders’ Meeting the meeting manual, annual report, attendance cards, speech slips, voting tickets and other meeting materials; if there is an election of Directors, a separate election ticket shall be attached.
If the government or a legal entity is a Shareholder, it may have more than one representatives attending the Shareholders’ Meeting. When a legal entity is entrusted as a proxy to attend a Shareholders’ Meeting, it may appoint only one representative to attend.
Article 7
If the Shareholders’ Meeting is convened by the Board of Directors, the Chairman of the meeting shall be the Chairman of the Board of Directors. If the Chairman of the Board of Directors is absent from office or is unable to exercise their duties for any reason, the Vice Chairman of the Board of Directors shall act as their proxy, and if there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is also absent from office or unable to exercise their duties for any reason, the Chairman of the Board of Directors shall designate one of the Executive Directors to act as their proxy; if there are no Executive Directors, the Chairman may appoint one of the Directors to be their proxy, and if the Chairman does not appoint one, the Board of Directors or Executive Directors shall appoint a proxy from among themselves. If an Executive Director or a Director is acting as the proxy to the Chairman, the Executive Director or Director shall have spent at least six months at the current position and understands the financial condition of the Company. The same applies if the Chairman is a representative of a Director of a legal person.
The Chairman of the Board of Directors shall preside in person at the Shareholders’ Meeting convened by the Board of Directors, and a majority of the Board of Directors shall be present in person, and at least one member of each functional committee shall be present to represent the Board of Directors, and the attendance shall be recorded in the minutes of the Shareholders’ Meeting.
If a Shareholders’ Meeting is convened by someone other than the Board of Directors, the convener of the meeting shall be the Chairman of the meeting. If there are more than two conveners, one of them shall be the Chairman.
The Company may appoint an attorney, Certified Public Accountant or related personnel to attend the Shareholders’ Meeting in a non-voting capacity.
Article 8
The Company shall make continuous and uninterrupted audio and video recordings of the whole process of the Shareholders’ registration, meeting, voting and vote counting from the time of commencing Shareholders’ registration. The preceding audio-visual data shall be kept for at least one year. However, if a lawsuit is filed by a Shareholder in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit.
Article 9
Attendance at Shareholders’ Meeting shall be calculated on the basis of shares. The number of shares present is calculated by adding the number of shares exercised by written or electronic means to the sign-in book or the attendance card. At the time of the meeting scheduled, the Chairman shall immediately announce the commencement of the meeting and at the same time announce the number of non-voting shares and the number of shares present, and other relevant information. In the event the Shareholders less than half of the total number of issued shares are present, the Chairman may postpone the commencement of the meeting for a maximum of two times, and the total time of the postponement shall not exceed one hour. If less than one-third of the total number of issued shares are present after two postponements, the Chairman shall announce the meeting to have failed to be convened due to a lack of quorum.
If the number of Shareholders representing at least one-third of the total number of issued shares is still insufficient after the second postponement of the preceding Paragraph, the Company may, in accordance with the provisions of Article 175,
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Paragraph 1 of the Company Act, make a tentative resolution and notify the Shareholders of the tentative resolution to reconvene the Shareholders’ Meeting within one month.
If, before the end of the meeting, the number of shares represented by the Shareholders present reaches more than half of the total number of issued shares, the Chairman may re-submit the tentative resolution made to the Shareholders’ Meeting for a vote in accordance with Article 174 of the Company Act.
Article 10
If a Shareholders’ Meeting is convened by the Board of Directors, the agenda shall be set by the Board of Directors. The relevant motions (including extempore motions and amendments to original motions) shall be voted on individually, and the meeting shall proceed in accordance with the scheduled agenda, which cannot be changed without a resolution of the Shareholders’ Meeting.
If a Shareholders’ Meeting is convened by someone with the right to convene other than the Board of Directors, the provisions of the preceding Paragraph shall apply.
The Chairman shall not adjourn the meeting without a resolution before the conclusion of the agenda of two preceding paragraphs (including extempore motions); if the Chairman violates the rules of procedure and adjourns the meeting, the other members of the Board of Directors shall promptly assist the Shareholders present in accordance with the legal procedures and elect a Chairman with the consent of a majority of the Shareholders present to vote and continue the meeting. The Chairman shall give sufficient opportunities to explain and discuss motions and any amendments or extempore motions proposed by the Shareholders, and when the Chairman decides it is time to vote, they may declare that the discussion is closed, put the motion to a vote, and arrange enough time for voting.
Article 11
Before a Shareholder may speak, they must fill out a speech slip stating the main purpose of the speech, the Shareholder’s account number (or attendance card number) and the name of the account, and the Chairman will determine the order of the speeches.
A Shareholder who is present at the meeting and has only proposed a speech but has not spoken is deemed not to have spoken. If there is any discrepancy between the content of the speech slip and the speech itself, the content of the speech shall prevail. Each Shareholder may not speak more than twice on the same motion without the consent of the Chairman, and each time may not exceed five minutes, and the Chairman may stop a Shareholder from speaking if they violate the rules or the speech exceeds the scope of the motion.
When a Shareholder is present to speak, no other Shareholder shall interfere with the speech except with the consent of the Chairman and the Shareholder speaking, and the Chairman shall stop any violation.
If a corporate Shareholder has two or more representatives attending a Shareholders’ Meeting, only one representative may speak on the same motion.
After a Shareholder has spoken, the Chairman may respond in person or appoint the relevant personnel to respond.
Article 12
Voting at a Shareholders’ Meeting shall be based on the number of shares.
The number of shares of non-voting Shareholders is not included in the total number of issued shares in the resolution of the Shareholders’ Meeting.
A Shareholder may not vote at a meeting if they have a conflict of interest with the Company’s interests, and may not exercise their voting rights on behalf of another Shareholder.
The number of shares on which voting rights cannot be exercised in the preceding Paragraph shall not be included in the number of voting rights of the Shareholders present.
Except for a trust business or a stock agency approved by the competent securities authority, if a person is appointed by more
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than two Shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total voting rights of the issued shares, and the voting rights in excess shall not be recognized.
Article 13
Shareholders shall have one vote per share, except for those subject to restrictions or those who do not have voting rights according to Article 179, Paragraph 2 of the Company Act.
When the Company convenes a Shareholders’ Meeting, it shall adopt electronic means and may exercise its voting rights in writing; when its voting rights are exercised in writing or by electronic means, the method of exercise shall be set forth in the notice of the Shareholders’ Meeting. Shareholders who exercise their voting rights in writing or electronic means are considered to be present in person at the Shareholders’ Meeting. However, extempore motions and amendments to original motions for that Shareholders’ Meeting are deemed to be abstained, so the Company is advised to refrain from proposing extempore motions and amendments to original motions.
Votes cast in writing or by electronic means shall be delivered to the Company two days prior to the Shareholders’ Meeting.
In the event of duplicate communications, the first to be delivered shall prevail. However, this does not apply to the declaration of revocation of an earlier-vote.
If a Shareholder wishes to attend a Shareholders’ Meeting in person after exercising their voting rights in writing or by electronic means, they shall revoke their intention to exercise their voting rights in the same manner that they exercised their voting rights two days prior to the Shareholders’ Meeting; if the revocation is made after that time, the voting rights exercised in writing or by electronic means shall prevail. If a proxy is appointed in writing or by electronic means to attend a Shareholders’ Meeting, the voting rights shall be exercised by the proxy.
Unless otherwise stated in the Company Act and the Company’s Articles of Incorporation, a motion shall be approved by the affirmative vote of a majority of the votes of the Shareholders present. In the event of a vote, the Chairman or their appointee shall announce the total number of votes of Shareholders present on a motion-by-motion basis, and the Shareholders shall then vote on each motion, and the results of the Shareholders’ approval, disapproval and abstention shall be entered into the Market Observation Post System on the day after the Shareholders’ Meeting.
If there are amendments or substitutions to the same motion, the Chairman shall determine the order of voting together with the original motion. If one of the motions has been passed, the other motions are deemed to be rejected and will not be voted
on.
The Chairman shall appoint personnel to scrutinize and count the votes on the motion, but the scrutineers shall be Shareholders.
The counting of votes for a Shareholder’s meeting or an election proposal shall be conducted in an open place on the floor of the Shareholders’ Meeting, and the voting results, including the number of votes counted, shall be announced and recorded on the spot after the counting of votes is completed.
Article 14
In the event of an election of Directors at the Shareholders’ Meeting, the election results shall be announced on the spot, including the list of elected Directors and the number of their votes, as well as the list of unsuccessful Directors and the number of votes they received.
The election ballots of the aforementioned election shall be sealed and signed by the scrutineers and kept in a safe place for at least one year. However, if a lawsuit is filed by a Shareholder in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit.
Article 15
The minutes of the Shareholders’ Meeting shall be prepared, signed or sealed by the Chairman, and distributed to the Shareholders within 20 days after the meeting. The production and distribution of the minutes can be done electronically.
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The distribution of the aforementioned minutes may be made by means of announcements entered into the Market Observation Post System.
The minutes shall include the year, month, day, place, name of the Chairman, method of resolution, main points of the proceedings, and voting results (including the number of votes counted) of the meeting. If there was an election of Board Members, the votes each candidate received shall be recorded and revealed. It shall be retained permanently for the duration of the Company’s existence.
Article 16
The number of shares acquired by a solicitor and the number of shares represented by a proxy shall be clearly disclosed at the Shareholders’ Meeting on the date of the Shareholders’ Meeting in a statistical form prepared in accordance with the prescribed format.
If the resolution of the Shareholders’ Meeting is material information required by laws and regulations or by the Taiwan Stock Exchange Corporation (Taipei Exchange), the Company shall transmit the content to the Market Observation Post System within the requested period of time.
Article 17
Personnel assisting the Shareholders’ Meeting shall wear identification cards or armbands for identification purpose. The Chairman may direct pickets or security personnel to assist in maintaining order in the Shareholders’ Meeting. When pickets or security officers are present to help maintain order, they shall wear “picket” armbands or identification cards. If the meeting place is equipped with sound amplifying equipment, the Chairman may stop the Shareholders from speaking unless they are using the equipment provided by the Company.
If a Shareholder disobeys the Chairman’s correction for violating the rules of procedure and obstructs the proceedings of the meeting, the Chairman may direct pickets or security officers to ask them to leave the meeting.
Article 18
In the event of force majeure, the Chairman may rule to temporarily suspend the meeting and announce the time of resumption of the meeting as appropriate.
If there are items from the agenda of the Shareholders’ Meeting that are not yet resolved (including extempore motions) when the meeting is scheduled to end and the meeting venue cannot be used anymore, the Shareholders’ Meeting may resolve to find another venue to continue the meeting.
The Shareholders’ Meeting may, in accordance with the provisions of Article 182 of the Company Act, resolve to postpone or continue the meeting within five days.
Article 19
These provisions shall be effective upon receiving the approval of the Shareholders’ Meeting, and shall be amended in the same manner.
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Attachment VIII
List of director candidates
| Serial number |
Name | Education | Experience | Current position | No. of shares held |
Name of the judicial person represented |
|---|---|---|---|---|---|---|
| 1 | Lee Yung- I |
Department of finance, Bentley College, U.S.A. |
Chairman of Yen Reed Investment Co., Ltd. |
Chairman of Chainqui Construction Development Co.,Ltd. |
6,785,029 | Yen Reed Investment Co., Ltd. |
| 2 | Lee Long- Kwang |
Tung Hai Senior High School |
Chairman of Chain Da Construction Co., Ltd. |
Chairman of Pao Shin Investment Co., Ltd. |
2,725,748 | Whole Plus Investment Co., Ltd. |
| 3 | Chiang Ching- Feng |
Department of Business Administration, Tunghai University |
Assistant general manager of Chainqui Construction Development Co.,Ltd. |
General manager of Chainqui Construction Development Co.,Ltd. |
9,926,897 | Global Industrial Co., Ltd |
| 4 | Liao Shuen- Hsin |
Graduate school of industrial planning, Chinese Culture University |
General manager of Chainqui Construction Development Co.,Ltd. |
Consultant of Chainqui Construction Development Co.,Ltd. |
9,926,897 | Global Industrial Co., Ltd |
| Name list of independent directors | Name list of independent directors | ||||
|---|---|---|---|---|---|
| Serial number |
Name | Education | Experience | Current position | No. of shares held |
| 1 | Chou,Che- Nan |
Double major in Information Management and Economics |
President of China Times Integrated Marketing Co. Ltd., President of Hong Tu Insurance Agent Co., Ltd. |
President of China Times Integrated Marketing Co. Ltd. |
- |
| 2 | Xie,Zong- Kun |
Bachelor of Economics, University of California, Berkeley, U.S.A. |
Managing director of CITI Group Global Markets (Taiwan) |
Independent director of Taiwan Fire & Marine Insurance Co.,Ltd. |
- |
| 3 | Chen,Bing- Fu |
EMBA, National Taiwan University |
Chairman of Guang Shi Co., Ltd. Chairman of Guang Fu Investment Co. Ltd. |
Councilor of Taipei City |
_ |
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Appendix I
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
“Ethical Corporate Management Best Practice Principles” (before amendment)
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Article 1: These Principles are established in order to establish a corporate culture of integrity and sound development, and a reference framework for good business operations.
-
These Principles apply to group companies and organizations that are subsidiaries of the Company, consortia to which the Company directly or indirectly contributes more than 50% of their funds, and other institutions or legal entities over which the Company has substantial control (hereinafter referred to as group companies and organizations).
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Article 2: No Director, Supervisor, Manager, appointee, or person with substantial control (hereinafter referred to as a person with substantial control) of the Company shall, in the course of conducting business related to the Company, directly or indirectly, offer, promise, demand, or accept any unlawful benefit, or commit other misconduct such as breach of good faith, wrongfulness, or breach of fiduciary duty, in order to obtain or maintain benefits (hereinafter referred to as misconduct).
-
The subjects of the illegal acts mentioned in the preceding paragraph include public officials, candidates for political office, political parties or party officials, as well as any public or private enterprises or organizations and their Directors, Supervisors, Managers, Employees, persons with substantial control or other related parties
-
Article 3: The benefits referred to in these Principles shall mean anything of value, including money, gifts, commissions, positions, services, favors, rebates, etc., in any form or name. However, this does not include normal transactions and social etiquette.
-
Article 4: The Company shall comply with the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, the Political Donations Act, the Anti-Corruption Act, the Government Procurement Act, the Act on Recusal of Public Servants Due to Conflicts of Interest, the regulations related to listing on the stock exchange, and other laws and regulations related to business practices, as a basic prerequisite for the implementation of the ethical management.
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Article 5: The Company shall establish policies based on integrity, transparency and responsibility, as approved by the Board of Directors, and establish good corporate governance and risk control mechanisms to create a business environment for sustainable development.
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Article 6: The ethical management policies established by the Company shall clearly and thoroughly set forth specific ethical management practices and programs for preventing misconduct (hereinafter referred to as prevention programs), including operation procedures, behavior guidelines, and education and training.
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The Company shall establish prevention programs in compliance with the relevant laws and regulations in the places where the Company and the Group’s businesses and organizations operate.
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The Company is encouraged to communicate with Employees, labor unions, significant business counterparties or other related parties in the process of developing prevention programs.
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Article 7: The Company shall establish an evaluation mechanism for the risk of misconduct, regularly analyze and assess the business activities within the scope of business that have a higher risk of misconduct, and accordingly formulate a prevention program and regularly review the appropriateness and effectiveness of the prevention
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program.
The Company is encouraged to develop preventive programs with reference to common domestic and international standards or guidelines, which shall cover, at a minimum, preventive measures for the following behaviors:
-
I. Making or taking bribes.
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II. Illegal political donations. III. Inappropriate charity donations or sponsorships. IV. Offering or accepting inappropriate gifts, hospitality or other improper benefits.
-
V. Infringement of trade secrets, trademarks, patents, copyrights and other intellectual property rights. VI. Conducting unfair competition.
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VII. Products and services that are procured, manufactured, provided or sold in a manner that directly or indirectly harms the rights, health and safety of consumers or other related parties.
| Article | 8: | The Company shall require the Directors and senior management to issue a statement of compliance with the |
|---|---|---|
| ethical management policies and shall require the Employees to comply with the ethical management policies as | ||
| a condition of employment. | ||
| The Company and its group companies and organizations shall state the ethical management policies in internal | ||
| regulations, external documents and on the Company’s website, and request the commitment of the Board of | ||
| Directors and senior management to actively implement the ethical management policies, and to do so in internal | ||
| management and business activities. | ||
| The Company shall document and maintain information regarding the ethical management policies, | ||
| announcement, commitment and execution of Articles 1 and 2. | ||
| Article | 9: | The Company shall conduct its business activities in a fair and transparent manner based on the principles of |
| ethical management. | ||
| The Company shall consider the legitimacy of its agents, suppliers, customers or other business counterparties | ||
| and whether they are involved in misconduct before making business transactions, and shall avoid making | ||
| transactions with those involved in misconduct. | ||
| Contracts signed between the Company and its agents, suppliers, customers or other business counterparties shall | ||
| include provisions for compliance with the ethical management policies and for termination or cancellation of | ||
| the contract at any time in the event of misconduct by the counterparties. | ||
| Article | 10: | The Company and its Directors, Supervisors, Managers, appointees and persons with substantial control shall |
| not offer, promise, request or accept, directly or indirectly, improper benefits of any kind from customers, agents, | ||
| contractors, suppliers, public officials or other related parties in the performance of their business. | ||
| Article | 11: | Contributions made directly or indirectly by the Company and its Directors, Supervisors, Managers, appointees |
| and persons with substantial control to political parties or organizations or individuals involved in political | ||
| activities shall be in accordance with the Political Donations Act and the Company’s internal relevant operating | ||
| procedures. | ||
| Article | 12: | The Company and its Directors, Supervisors, Managers, appointees and persons with substantial control shall |
| comply with relevant laws and regulations and internal operating procedures regarding charitable donations or | ||
| sponsorships, and shall not offer bribes in disguise. |
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Article 13: The Company and its Directors, Supervisors, Managers, appointees and persons with substantial control shall not offer or accept, directly or indirectly, any unreasonable gifts, hospitality or other improper benefits.
-
Article 14: The Company and its Directors, Supervisors, Managers, appointees and persons with substantial control shall comply with the laws and regulations related to intellectual property, the Company’s internal operating procedures and contractual provisions; and shall not use, divulge, dispose of, destroy or otherwise violate the intellectual property rights without the consent of the owner of the intellectual property rights.
-
Article 15: The Company shall conduct its business activities in accordance with relevant competition laws and regulations and shall not fix prices, manipulate bids, limit production and quotas, or share or divide the market by allocating customers, suppliers, operating areas, or types of business.
-
Article 16: The Company and its Directors, Supervisors, Managers, appointees and persons with substantial control shall comply with relevant laws and regulations and international standards in the procurement, manufacture, provision or sale of products and services, ensure the transparency and security of information on products and services, formulate and disclose its policies on the protection of the rights and interests of consumers or other related parties, and implement them in its operation activities so as to prevent products or services from directly or indirectly harming the rights, health and safety of consumers or other related parties.
-
Article 17: The Directors, Supervisors, Managers, Appointees and persons with substantial control of the Company shall exercise their duty with the due care of a good administrator and supervise the Company to prevent misconduct, and from time to time review the effectiveness of their implementation and continuous improvement to ensure the implementation of the ethical management policies.
-
The Company shall establish a dedicated unit under the Board of Directors with sufficient resources and appropriate personnel to formulate and oversee the implementation of ethical management policies and prevention programs, and shall be responsible for the following matters and report to the Board of Directors on a regular basis (at least once a year):
-
I. Assisting in integrating integrity and ethical values into the Company’s management strategy, and establishing relevant anti-fraud measures in accordance with laws and regulations to ensure ethical management.
-
II. Regularly analyzing and assessing the risk of misconduct within the scope of its business and, based on this, establishing programs to prevent misconduct, as well as standard operating procedures and behavioral guidelines related to the business operations in each program.
-
III. Planning internal organizations, structures and duties, and establishing mutual supervision and check mechanisms for business activities with higher risks of misconduct within the business scope.
-
IV. Promoting and coordinating training on integrity policy promotion.
-
V. Planning a whistleblower system and ensuring the effectiveness of enforcement.
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VI. Assisting the Board of Directors and management in checking and evaluating whether the preventive measures established to implement ethical management are operating effectively, and making reports on the assessment of compliance with the relevant business processes.
Article 18: The Directors, Supervisors, Managers, appointees and persons with substantial control of the Company shall comply with the regulations and prevention programs in the execution of their business.
Article 19: The Company shall establish a conflict of interest prevention policy to identify, monitor and manage the risk of
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misconduct that may result from conflict of interest, and provide appropriate channels for Directors, Supervisors, Managers and other related parties attending or participating in the Board of Directors to proactively state whether they have potential conflicts of interest with the Company.
The Directors, Supervisors, Managers and other related parties attending or participating in the Board of Directors’ meetings shall explain the important contents of their interests at the current Board of Directors’ meeting if they have an interest in the proposals listed by the Board of Directors or the legal entity they represent, and shall not join the discussion or vote if it is harmful to the interests of the Company, and shall recuse themselves from the discussion or vote and shall not exercise their voting rights on behalf of other Directors. Directors shall also regulate themselves and not support each other inappropriately.
No Director, Supervisor, Manager, appointee or person with substantial control of the Company shall, by virtue of their position or influence in the Company, inappropriately benefit themselves, their spouse, parents, children or any other person.
-
Article 20: The Company shall establish an effective accounting and internal control system for business activities with a higher risk of misconduct, and shall not have external accounts or keep secret accounts, and shall review the system from time to time to ensure that the design and implementation of the system continue to be effective.
-
The Company’s internal audit unit shall prepare an audit plan based on the assessment results of the risk of misconduct, including the target of inspection, scope, items and frequency of the audit, and check the compliance of the prevention programs accordingly, and may appoint a Certified Public Accountant to perform the audit and, if necessary, appoint professional assistance.
The results of the preceding audit shall be communicated to the senior management and the dedicated unit for ethical management, and an audit report shall be submitted to the Board of Directors.
-
Article 21: The Company shall establish operating procedures and conduct guidelines in accordance with the provisions of Article 6 to specifically regulate the matters to which Directors, Supervisors, Managers, appointees and persons with substantial control shall pay attention in the execution of their business, the contents of which shall cover at least the following matters:
-
I. Criteria for determining the provision or receipt of improper benefits.
-
II. Procedures for handling legitimate political donations.
-
III. Procedures and standard amounts for proper charitable donations or sponsorships.
-
IV. Rules for avoiding conflict of interest related to duties, and procedures for their reporting and handling.
-
V. Confidentiality of confidential and commercially sensitive information obtained in the course of conducting business.
-
VI. Regulations and procedures for dealing with suppliers, customers and business partners involved in misconduct.
-
VII. Procedures for handling violations of the Ethical Corporate Management Best Practice Principles. VIII. Disciplinary actions against violators.
-
Article 22: The Chairman, General Manager or senior management of the Company shall communicate the importance of integrity to the Directors and appointees.
-
The Company shall conduct education and training to Directors, Supervisors, Managers, appointees and persons with substantial control, and shall invite the participation of persons who are engaged in business activities with the Company, so that they can fully understand the Company’s determination and policies for ethical corporate management best practices, and its prevention programs and consequences of misconduct.
-
The Company shall integrate its ethical management policies with Employee performance appraisals and human resource policies, and establish a clear and effective reward and punishment system.
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Article 23: The Company shall establish a concrete whistleblower system and shall actually implement it, the content of which shall cover at least the following matters:
-
I. Establish and announce an internal independent whistleblower mailbox or hotline, or entrust other external independent organizations to provide a whistleblower mailbox or hotline for use by internal and external personnel of the Company.
-
II. If a Director or senior manager has been implicated in a whistleblowing case, the special officer or unit assigned to handle whistleblowing shall report to the Independent Director or Supervisor, and the type of inspection of the whistleblowing and the standard procedures for the investigation shall be established.
-
III. After the completion of the investigation of the prosecution case, according to the severity of the case, subsequent measures shall be taken, and if necessary, shall be reported to the competent authorities or referred to the judicial authorities for further investigation.
-
IV. The recording and preservation of documents of the whistleblowing, investigation process, results and related documents.
-
V. Confidentiality of the identity of the whistleblower and the contents of the report, and allowing anonymous reporting.
-
VI. Measures to protect whistleblowers from being improperly disposed of as a result of whistleblowing. VII. Measures to incentivize whistleblowing.
The special officer or unit handling whistleblowing shall notify the Independent Directors or Supervisors in writing if the investigation reveals any material violation or the Company is in danger of being materially damaged.
-
Article 24: The Company shall specify and announce the disciplinary and grievance system for breaches of the ethical management guidelines, and shall immediately disclose on the Company’s internal website the title, name, date of violation, content of the violation and the handling situation of the violator.
-
Article 25: The Company shall establish quantitative data on the promotion of ethical management, continuously analyze and evaluate the effectiveness of the promotion of the integrity policy, and disclose on the Company’s website and in the public prospectus memorandum its measures for ethical management, the status of implementation, the foregoing quantitative data and the effectiveness of promotion, and disclose the contents of the ethical management principles on the Market Observation Post System.
-
Article 26: The Company shall pay attention to the development of domestic and foreign regulations related to ethical management at all times, and encourage Directors, Supervisors, Managers and Employees to put forward proposals to review and improve the Company’s established policies and measures to promote ethical corporate management best practices in order to enhance their effectiveness.
-
Article 27: These Principles shall be implemented after it is approved by the Board of Directors, and sent to each Supervisor and submitted to the Shareholders’ Meeting, and shall be amended in the same manner.
-
If an Independent Director is unable to attend a Board meeting in person to express their objection or reservation, unless there is a valid reason, they shall issue a written opinion in advance, which shall be recorded in the minutes of the Board meeting.
-
If the Company has an Audit Committee, the provisions of these Principles regarding the Supervisor shall apply to the Audit Committee.
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Appendix II
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
“Procedures for Ethical Management and Guidelines for Conduct” (before amendment)
Article 1
The Company engages in business activities based on the principles of fairness, honesty, trustworthiness, and transparency. In order to implement ethical management policies and actively prevent misconduct, the Company has established these operating procedures and conduct guidelines in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” to specifically regulate the matters that the Company’s personnel shall pay attention to when conducting business.
These Procedures and Guidelines apply to group companies and organizations that are subsidiaries of the Company, consortia to which the Company directly or indirectly contributes more than 50% of their funds, and other institutions or legal entities over which the Company has substantial control.
Article 2
The Company’s personnel referred to in these Procedures and Guidelines are Directors, Supervisors, Managers, appointees and persons with substantial control of the Company and its group companies and organizations.
If an Employee of the Company’s offers, promises, requests or receives money, gratuities, commissions, positions, services, favors, kickbacks, facilitation fees, entertainment, gratuities and other benefits in any form or name through a third party, the Company’s Employee is considered to have carried out this act.
Article 3
Misconduct as defined in these Procedures and Guidelines, is the offering, receiving, promising or demanding, directly or indirectly, any improper benefit, or engaging in any other conduct that is dishonest, unlawful or in breach of fiduciary duty, for the purpose of obtaining or maintaining an advantage in the course of performing business related to the Company. The subjects mentioned in the preceding paragraph include public officials, candidates for political office, political parties or party officials, as well as any public or private enterprises or organizations and their Directors, Supervisors, Managers, Employees, persons in effective control or other related parties.
Article 4
The benefits herein refer to money, gifts, gratuities, commissions, positions, services, favors, kickbacks, and other benefits in any form or name. However, this does not include normal transactions and social etiquette.
Article 5 (Dedicated Unit and its Responsibilities)
The Company has designated the Audit Office as a dedicated unit (hereinafter referred to as the Company’s dedicated unit) under the Board of Directors with sufficient resources and appropriate personnel to handle the revision, implementation, interpretation, consultation services and filing of the contents of notifications, and to supervise the implementation of these procedures and guidelines for conduct, and to be primarily responsible for the following matters, and to report to the Board Meeting on a regular basis (at least once a year):
-
I. Assisting in integrating integrity and ethical values into the Company’s management strategy, and establishing relevant anti-fraud measures in accordance with laws and regulations to ensure ethical management.
-
II. Regularly analyzing and assessing the risk of misconduct within the scope of its business and, based on this, establishing programs to prevent misconduct, as well as standard operating procedures and behavioral guidelines related to the business operations in each program.
-
III. Planning internal organizations, structures and duties, and establishing mutual supervision and check mechanisms for
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business activities with higher risks of misconduct within the business scope.
-
IV. Promoting and coordinating training on integrity policy promotion.
-
V. Planning a whistleblower system and ensuring the effectiveness of enforcement.
-
VI. Assisting the Board of Directors and management in checking and evaluating whether the preventive measures established to implement ethical management are operating effectively, and regularly making reports on the assessment of compliance with the relevant business processes.
-
VII. Producing and properly maintaining documented information on the ethical management policies and their compliance statements, implementation of commitments and enforcement status.
Article 6
When personnel of the Company directly or indirectly offered, promised, requested or received money, gifts, services, favors, hospitality, kickbacks, entertainment, gratuities and other benefits, except in the following cases, they shall comply with the provisions of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and these Procedures and Guidelines, and shall follow the relevant procedures before doing so:
-
I. It complies with the laws and regulations of the place of operation.
-
II. Due to business needs, it is customary or a local practice to do so on domestic (foreign) visits, reception of foreign guests, or for the promotion of business and better communication/coordination.
-
III. Participating in or inviting others to normal social events hosted by other parties as normal social etiquette, and it is for business purposes or to promote relationships.
-
IV. Inviting customers or being invited by them to participate in specific business activities, factory visits, etc. for business purposes, and having reported in advance the way to bear the cost of the previous activities, the number of participants, the level of accommodation and the duration, etc.
-
V. Participating in folklore festivals that are open to the public and in which the general public is invited to participate.
-
VI. Awards, assistance, sympathy or consolation from a Manager.
-
VII. Any person who offers or accepts money, property or other benefits from a person other than a relative or frequent friend, the market value of which is less than NT$5,000; or any other person who gives property to a majority of the Company’s Employees.
-
VIII. The market value of the property received for engagement, marriage, childbirth, relocation, employment, promotion, retirement, resignation, resignation, injury or death of the spouse or immediate family member, which does not exceed NT$10,000.
-
IX. Others who meet the company’s requirements.
Article 7
When a personnel of the Company directly or indirectly offered, promised, requested or received money, gifts, services, favors, hospitality, kickbacks, entertainment, gratuities and other benefits, except situations mentioned in the preceding Article, shall be handled according the following procedures:
-
I. If the related party who provides or undertakes such benefits has no conflict of interest with their duties, they shall report to their immediate Manager within three days from the date of receipt and, if necessary, notify the Company’s dedicated unit.
-
II. If the related party who provides or undertakes such benefits has a conflict of interest with their duties, they shall return or reject such benefits and report to their immediate Manager and notify the dedicated unit; if they cannot return it, they shall deliver it to the Company’s dedicated unit for disposal within three days from the date of receipt. The conflict of interest mentioned in the preceding paragraphs refers to one of the following circumstances:
-
I. Related parties who have business dealings, are in a position to command and supervise, or have compensated (awarded) expenses.
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-
II. Those who are seeking or conducting a business contract, or have entered into a contractual relationship of underwriting, sale or other business relationship.
-
III. Any other decision, execution or non-execution of the Company’s business that will be favorably or unfavorably affected.
Depending on the nature and value of the property in the first paragraph, the dedicated unit of the Company shall propose to
return, pay, return to the public, donate to charitable organizations or other appropriate proposals in accordance with the rules of the human resource management.
Article 8
The Company shall not offer or promise any bribe fees.
If an Employee of the Company offers or promises to pay bribes due to threats or intimidation, they shall record the process and report to their immediate Supervisor and notify the Company’s dedicated unit.
Article 9
The Company shall make political contributions in accordance with the following regulations:
-
I. The recipient of the political contribution shall confirm that it is in compliance with the regulations related to political contributions in the recipient’s country, including the maximum amount and form of the political contribution.
-
II. Political contributions shall be recorded in accordance with regulations and accounting procedures.
-
III. When making political contributions, the Company shall refrain from engaging in business dealings with governmentrelated entities, applying for permits or handling other matters involving the Company’s interests.
Article 10
The Company shall provide charitable donations or sponsorships in accordance with the following:
-
I. It shall comply with the laws and regulations of the place of operation.
-
II. The decision shall be recorded in writing.
-
III. The subject of charitable donations shall be charitable organizations, not for de facto bribery.
-
IV. The feedback that can be obtained from the sponsorship is clear and reasonable, and shall not be the subject of the Company’s business dealings or the person whose interests is related to the Company’s personnel.
-
V. After the charitable donation or sponsorship, the use of the money flow shall be confirmed to be consistent with the purpose of the donation.
Article 11 (Circumvention of Interest)
The Company’s Directors, Supervisors, Managers and other related parties attending or participating in the Board of Directors’ meetings shall explain the important contents of their interests at the Board of Directors’ meeting , and shall not join the discussion and vote if it is harmful to the interests of the Company, and shall recuse themselves from the discussion and vote, and shall not exercise their voting rights on behalf of other Directors. Directors shall also regulate themselves and not support each other inappropriately.
A Director shall be deemed to have a conflict of interest in the matters of the preceding paragraph if their spouse, second degree relatives, etc., or a company with which the Director has a controlling subordinate relationship, has an interest in such matters.
If an officer of the Company finds any conflict of interest with themselves or the legal entity they represent, or any situation that may result in improper benefits for themselves, their spouse, parents, children or any other related parties, they shall report the relevant information to their immediate Manager and the dedicated unit at the same time, and the immediate Manager shall provide appropriate guidance.
The Company’s personnel shall not use the Company’s resources for business activities outside of the Company and shall
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not compromise their performance by participating in business activities outside of the Company.
Article 12
The Company shall establish a dedicated unit for handling trade secrets which shall be responsible for establishing and implementing procedures for the management, retention and confidentiality of the Company’s trade secrets, and shall review the results of implementation on a regular basis to ensure the continued effectiveness of its operating procedures.
The Company’s personnel shall abide by the regulations related to the Company’s trade secrets and shall not disclose the Company’s trade secrets that they know to others, and shall not inquire or collect the Company’s trade secrets that are not related to their duties.
Article 13
The Company shall engage in business activities in accordance with the Fair Trade Act and related competition regulations, and shall not fix prices, manipulate bids, limit production and quotas, or share or divide the market by allocating customers, suppliers, operating areas, or types of business, etc.
Article 14
The Company shall collect and understand the relevant laws and regulations and international standards for the products and services provided, and shall summarize the points to be noted and announce them, so that the Company’s personnel can ensure the transparency and safety of information on products and services in the process of research and development, procurement, manufacture, provision or sale of products and services.
The Company has established and made public on the Company’s website a policy for the protection of the rights of consumers or other related parties, to prevent products or services that directly or indirectly harm the rights, health and safety of consumers or other related parties.
Article 15
The Company’s officers shall comply with the provisions of the Securities and Exchange Act and shall not use the undisclosed information known to them to engage in insider trading, nor shall they disclose it to others in order to prevent others from using such undisclosed information to engage in insider trading.
Other organizations or persons involved in mergers, demergers, acquisitions and share transfers, important memoranda, strategic alliances, other business cooperation plans or important contracts with the Company, shall sign confidentiality agreements with the Company and undertake not to disclose trade secrets or other material information of the Company to others, and not to use such information without the consent of the Company.
Article 16
The Company shall require the Directors and senior management to issue a statement of compliance with the ethical management policies and shall require the Employees to comply with the ethical management policies as a condition of employment.
The Company shall disclose its ethical management policies in its internal regulations, annual report, corporate website or other publications, and announce them at external events such as product launches and corporate presentations in a timely manner, so that its suppliers, customers or other business-related organizations and personnel can clearly understand its philosophy and regulations for ethical management.
Article 17 (Assessing the Business Integrity before Establishing Business Relationships)
Before entering into business relationships with others, the Company shall assess the legitimacy of its agents, suppliers, customers or other business counterparts, their ethical management policies, and whether they have a history of misconduct
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to ensure that their business practices are fair and transparent and that they do not solicit, offer or accept bribes.
In conducting the preceding assessment, the Company may conduct appropriate checking procedures for the following to examine its business dealings, to understand the state of its ethical management:
-
I. The country of the enterprise, the place of operation and the place of payment.
-
II. The enterprise’s long-term condition of business operations and its reputation.
-
III. Consult their business partners for their opinions on the enterprise.
-
IV. If the enterprise has a record of bribery or illegal political contributions and other misconduct.
Article 18
In the course of engaging in business transactions, the Company’s personnel shall explain to the counterparties the Company’s ethical management policies and related regulations, and expressly refuse to offer, promise, request or accept, directly or indirectly, any improper benefits in any form or name, including kickbacks, commissions or the offer or acceptance of improper benefits through other means.
Article 19
The Company’s personnel shall avoid engaging in business transactions with agents, suppliers, customers or other business partners who do not operate in good faith. If any business dealings or cooperation partners are found to be dishonest, the Company shall immediately cease business dealings with them and list them as objects to refuse dealings with in order to implement ethical management policies.
Article 20
When the Company enters into a contract with another party, the Company shall fully understand the other party’s ethical management conditions and include compliance with ethical management in the contract, and shall specify at least the following in the contract:
-
I. If either party becomes aware of a breach of the terms of a contract regarding commissions, kickbacks or other benefits, it shall immediately and truthfully inform the other party of the identity of such personnel, the manner, amount or other benefits provided, promised, demanded or received, provide relevant evidence and cooperate with the other party’s investigation. If a party suffers damage as a result, it may claim damages from the other party in the amount of ten percent of the contracted amount, which may be deducted in full from the contract price payable.
-
II. In the event of misconduct by either party in its business activities, the other party may terminate or cancel the contract unconditionally at any time.
-
III. The establishment of clear and reasonable payment details, including the place and manner of payment, and the relevant tax regulations to be complied with.
Article 21
The Company encourages internal and external personnel to report unethical or inappropriate conduct, and any internal personnel who make false reports or malicious accusations will be punished in accordance with the Company’s relevant regulations.
The Company has established and posted an independent whistleblowing/grievance box on the Company’s website, and anyone can report/complain to the Company’s auditing office in writing, by phone, or by email. Email address: [email protected]
The whistleblower shall provide at least the following information:
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I. The name and identification number of the whistleblower, the whistleblower may inform anonymously, and the address, telephone number and e-mail address where the whistleblower can be reached.
-
II. The name of the person being reported or other information sufficient to identify the identity of the person being reported. III. Specific evidence available for investigation.
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The Company shall keep the identity of the whistleblower and the content of the complaint confidential in a written statement by the relevant personnel handling the complaints, and the Company undertakes to protect the whistleblower from improper disposal as a result of the complaint.
The Company’s dedicated unit shall follow the following procedures when handling complaints:
-
I. If the complaint involves a general Employee, it shall be reported to the head of the department; if the report involves a Director or senior manager, it shall be reported to the Independent Directors or Supervisors.
-
II. The Company’s dedicated unit and the recipient of such complaint in the preceding paragraph shall immediately ascertain the relevant facts and, if necessary, the legal or other relevant departments shall provide assistance.
-
III. If it is confirmed that the person being reported has violated the relevant laws and regulations, or the Company’s policies and regulations for ethical corporate management best practices, the person being reported shall be immediately requested to stop the behavior in question, and, if necessary, shall be reported to the competent authorities or referred to the judicial authorities for further investigation, or the Company shall seek indemnification through legal proceedings in order to protect the Company’s reputation and rights.
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IV. The complaints, the investigation process, the results of the investigation shall be retained in writing and kept for five years, and can be stored electronically. If a lawsuit related to the contents of the report occurs before the expiration of the retention period, the relevant information shall be retained until the end of the lawsuit.
-
V. If the complaints are found to be true, the Company’s relevant units shall be instructed to review the relevant internal control systems and operating procedures, and propose improvement measures to prevent the recurrence of such acts.
-
VI. The Company’s dedicated unit shall report the complaints, their handling, and subsequent review and improvement measures to the Board of Directors.
Article 22
In the event that the Company’s personnel engage in misconduct against the Company, the Company shall notify the judicial and prosecutorial authorities of the relevant facts if the acts are related to illegal matters, and shall notify the government institutions dealing with corruption if the acts are related to government authorities or public officials.
Article 23
The Company’s dedicated unit shall hold an annual internal campaign to arrange for the Chairman, General Manager or senior management to communicate the importance of integrity to Directors, Employees and appointees.
The Company shall incorporate ethical management into Employee performance evaluation and human resources policies, and establish a clear and effective system of rewards, penalties and grievances.
In the event a material breach of ethical conduct is carried out by the Company’s personnel, the Company shall handle it according to the relevant laws and regulations, or the Company’s related Provisions.
The Company shall disclose on the Company’s internal website the title, name, date of violation, content of the violation and the handling situation of the violator.
Article 24
These Procedures and Guidelines shall be approved and implemented by the Board of Directors and shall be sent to each Supervisor and reported to the Shareholders’ Meeting; and shall be amended in the same manner.
If an Independent Director is unable to attend a Board meeting in person to express their objection or reservation regarding the Procedures and Guidelines, unless there is a valid reason, they shall issue a written opinion in advance, which shall be recorded in the minutes of the Board meeting.
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Appendix III
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Articles of Incorporation (before amendment)
Chapter 1: General Provisions
Article 1: The Company is organized in accordance with the provisions of the Company Act and is named “Chainqui Construction Development Co., Ltd.” (hereinafter Chainqui).
Article 2: The business of the Company is as follows:
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H701010 Housing and Building Development and Rental.
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H701020 Industrial Factory Development and Rental.
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H701040 Specific Area Development.
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H701050 Investment, Development and Construction in Public Construction.
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H701060 New Towns, New Community Development.
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H701070 Process Zone Expropriation and Urban Land Readjustment Agency.
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H703090 Real Estate Business.
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H703100 Real Estate Leasing.
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E801010 Indoor Decoration.
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C901030 Cement Manufacturing.
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C901040 Manufacture of Ready-mix Concrete.
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C901050 Cement and Concrete Products Manufacturing.
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C901070 Cutting, Shaping and Finishing of Stone.
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CA01060 Steel Wires and Cables Manufacturing.
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CC01120 Data Storage Media Manufacturing and Duplicating.
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CC01060 Wired Communication Mechanical Equipment Manufacturing.
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CC01070 Wireless Communication Mechanical Equipment Manufacturing.
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CC01080 Electronics Components Manufacturing.
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CC01110 Computer and Peripheral Equipment Manufacturing.
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F113050 Wholesale of Computers and Clerical Machinery Equipment.
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F113070 Wholesale of Telecommunication Apparatus.
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F111090 Wholesale of Building Materials.
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F113110 Wholesale of Batteries.
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F113010 Wholesale of Machinery.
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F106010 Wholesale of Hardware.
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F118010 Wholesale of Computer Software.
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F218010 Retail Sale of Computer Software.
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F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures.
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F401010 International Trade.
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I503010 Landscape and Interior Designing.
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I102010 Investment Consulting.
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I103060 Management Consulting.
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J801030 Athletics and Recreational Sports Stadium.
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J901020 Regular Hotel.
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I301010 Information Software Services.
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I301020 Data Processing Services.
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I301030 Electronic Information Supply Services.
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| 38. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to | ||
|---|---|---|
| special approval. | ||
| Article | 2-1 | The Company’s reinvestments are not restricted by Article 13 of the Company Act, which states that the total |
| amount of reinvestments shall not exceed 40% of the paid-in capital. | ||
| Article | 3: | The Company may make external guarantees when it is necessary for the business. |
| Article | 4: | The Company is established in New Taipei City, and if necessary, the Board of Directors may resolve to establish |
| branch offices in various places at home and abroad. | ||
| Chapter 2: Shares | ||
| Article | 5: | The total capital of the Company is set at NT$2.98 billion, divided into 298 million shares at NT$10 per share, |
| of which the unissued shares are authorized to be issued by the Board of Directors in installments as business | ||
| needs dictate. | ||
| Article | 6: | The Company’s shares shall be issued under the signatures or seals of at least three Directors of the Company, |
| and shall be licensed by the competent authority or its approved issuing registrar in accordance with the | ||
| provisions of the Company Act. | ||
| The shares issued by the Company may be issued without a share certificate, or may be printed together with the | ||
| total number of shares issued upon the issuance of new shares, but shall be registered or kept in the custody of | ||
| Taiwan Depository & Clearing Corporation. | ||
| Article | 7 | The Company’s stock certificate shall be in registered form and the Shareholder shall use their name. When an |
| organization or legal entity is a Shareholder, the Company shall record the name of the organization or the legal | ||
| entity, and no separate account name or representative’s name shall be allowed. The Shareholder shall submit | ||
| their name, residence or domicile, and seal to the Company for record, and the Shareholder shall rely on the | ||
| retained seal when they subsequently receive dividends from the Company or exercises their equity rights in | ||
| writing. | ||
| Article | 8 | If a Shareholder wishes to transfer their shares, the transferor and the transferee shall complete an application |
| for transfer of shares and submit it to the Company with the seal on the back of the share certificate for transfer, | ||
| and the rights before the transfer shall remain with the original Shareholder. | ||
| Article | 9 | Within 60 days prior to each Shareholders’ Meeting, within 30 days prior to the Extraordinary Shareholders’ |
| Meeting, or within 5 days prior to the date on which the Company decides to distribute dividends and bonuses | ||
| or other benefits, the transfer of shares shall cease, and all other matters related to stock transactions shall be | ||
| handled in accordance with the relevant laws and regulations, including the “Regulations Governing the | ||
| Administration of Shareholder Services of Public Companies” and the resolutions of the Board of Directors of | ||
| the Company. | ||
| Chapter 3: Shareholders’ Meeting | ||
| Article | 10: | The Company shall have two types of Shareholders’ Meeting: Ordinary Meetings and Extraordinary Meetings. |
| I. Ordinary Meetings are held by the Board of Directors within six months after the end of each fiscal year. | ||
| II. An Extraordinary Meeting shall be convened when the Board of Directors or the Supervisor deems necessary | ||
| in the event of a temporary occurrence of an important event, or when requested by the Shareholders in | ||
| accordance with the Company Act. | ||
| Article | 11: | The Ordinary Shareholders’ Meeting shall be convened 30 days prior to the meeting, and the Extraordinary |
| Shareholders’ Meeting shall be convened 15 days prior to the meeting, and the Shareholders shall be notified of | ||
| the date, place and reason for the meeting. The Shareholders’ Meeting may be convened by electronic means | ||
| with the consent of the relative parties. Shareholders holding less than 1,000 shares may be notified with a public | ||
| announcement. |
Article 12: Unless otherwise provided in the Company Act, a meeting of the Shareholders shall be held only if a majority
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of the total number of outstanding shares is present, and the resolution shall be made by the consent of a majority of the votes of the Shareholders present. Each share has one voting right. The Company’s Shareholders may also exercise their voting rights electronically. Shareholders who exercise their voting rights electronically are considered to be present in person, and all related matters are handled in accordance with the provisions of the Act. Article 13: If a Shareholder is unable to attend a Shareholders’ Meeting for any reason, they may appoint a proxy to attend on their behalf by presenting a proxy form issued by the Company with their signature or seal stating the scope of authority. Article 14: The resolution of the Shareholders’ Meeting shall be recorded in the minutes of the meeting, including the date and place of the meeting, the name of the Chairman, the number of Shareholders present, the number of shares, the number of votes, and the resolutions, and shall be signed and sealed by the Chairman and kept permanently, and the Shareholders’ signature book (cards) and proxy forms shall be kept with the Company for at least one year. The minutes in the preceding paragraph may be disclosed in a public announcement within 20 days after the meeting. Chapter 4: Directors and Supervisors Article 15: The Company shall have seven to nine Directors and two Supervisors, who shall be elected by the Shareholders’ Meeting from those who are capable. The total number of shares held by all Directors and Supervisors shall not be less than provided by the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”. Of the Directors in the preceding paragraph, the number of Independent Directors shall not be less than two and shall not be less than one-fifth of the number of Directors. The Company uses a nomination system for the election of all Directors and Supervisors, and the nomination of candidates is in accordance with the provisions of Article 192-1 of the Company Act. Beginning with the 2021 Annual Ordinary Shareholders’ Meeting, the Company has established an Audit Committee to replace Supervisors in accordance with Article 14-4 of the Securities and Exchange Act. The relevant provisions of these Articles of Incorporation regarding Supervisors shall expire on the date of the establishment of the Audit Committee. The Audit Committee shall consist of all Independent Directors, and its number shall not be less than three, one of whom shall be the Convener. The exercise of its powers and functions and related matters shall be governed by the relevant laws and regulations, and the organizational rules and regulations of the Audit Committee shall be established separately and shall be implemented after the resolution of the Board Meeting. Article 16: Directors and Supervisors shall be elected for a term of three years, and may be re-elected, and their traveling expenses shall be paid regardless of the company’s profit or loss. The Board of Directors is authorized to set the remuneration of the Directors and Supervisors for their services to the Company in accordance with industry standards. Article 17 The Directors shall organize a Board of Directors and elect a Chairman and a Vice Chairman from among themselves in accordance with the law. Internally, the Chairman shall be the Chairman of the Shareholders’ Meeting and the Board of Directors, and externally shall represent the Company and preside over all business of the Company. If the Chairman is absent from office or is unable to act as the Chairman for any reason, the Vice Chairman shall act on behalf of the Chairman. If the Vice Chairman is also absent from office or is unable to act for any reason, the Chairman shall appoint a person to act on their; if the Chairman failed to appoint anyone, one of the Directors shall be elected from among themselves to act as the Chairman.
Article 18 The Board of Directors’ meeting shall be convened by the Chairman of the Board of Directors, and resolutions
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of the Board of Directors’ meeting shall be made by the consent of a majority of the Directors present, unless otherwise provided in the Company Act. If a Director is unable to attend the meeting for any reason, they may appoint another Director to act as their proxy, but the proxy may only act for one person. The Company’s Board Meeting shall be convened with a seven-days’ notice to its Directors and Supervisors, specifying the reason for convening; however, in case of emergency, the Board may be convened at any time and may be notified by fax or e-mail. Article 19: The Company may purchase liability insurance for each Director and Supervisor during their term of office in respect of their legal liability to perform the scope of business, to reduce and diversify the risk of material damage resulting from a Director or Supervisor’s unlawful acts to the Company and its Shareholders. Chapter 5: Managers Article 20: The Company may have professional Managers whose appointment, dismissal and remuneration shall be in accordance with Article 29 of the Company Act. Chapter 6: Accounting Article 21: At the end of each fiscal year of the Company, the Board of Directors shall prepare the following tables, send them to the Supervisors for audit 30 day before the Ordinary Shareholders’ Meeting, and submit them to the Shareholders’ Meeting for approval. I. Business Report. II. Financial Statements. III. Motion to distribute earnings or make up losses. Article 22 The Company shall first pay taxes and cover losses, then set aside 10% of its annual surplus as legal reserve, except when the accumulated legal reserve has reached the Company’s total capital, and shall set aside or reverse the special reserve in accordance with the law, and the remaining amount, together with the accumulated undistributed earnings of previous years, shall be distributed after the Board of Directors prepares a motion for distribution and submits it to the Shareholders for resolution. Article 23: The Company’s dividend policy at this stage is based on the Company’s future capital budget plan, which will be used to measure the capital requirements for the coming year and then appropriately distribute stock dividends or cash dividends. If the cash dividends are not less than 10% of the total amount distributed to Shareholders, but when the debt ratio in the annual financial statements exceeds 50% or when the Company has significant operating expenses that exceed 10% of the paid-in capital, the Company may reallocate all dividends to stock dividends. Article 24: The Company shall distribute no less than 1% of its current year’s earning to its Employees, and shall distribute no more than 5% of its current year’s earning to its Directors and Supervisors. However, if the Company still has accumulated losses, these shall be compensated. Earnings for the current year referred to in the preceding paragraph represent earnings before income taxes for the year, before the distribution to its Employees, Directors and Supervisors. The earning distribution to its Employees, Directors and Supervisors shall be made by a resolution of the Board of Directors, with at least two-thirds of the Directors attending and approved by the majority of the Directors present, and shall be reported to the Shareholders’ Meeting. The earning distribution to its Employees may be in the form of stock or cash, and the target of the distribution includes Employees of subordinate companies under certain conditions. Chapter 7: Appendix Article 25 Any matters not covered by these Articles of Incorporation shall be governed by the provisions of the Company Act and other laws and regulations.
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Article 26 These Articles of Incorporation were established on January 6, 1973, the 1st amendment was made on August 25, 1973, the 2nd amendment was made on September 1, 1973 ... (Omitted), the 48th amendment was made on June 28, 2016, the 49th amendment was made on June 8, 2017, the 50th amendment was made on June 22, 2018, and the 51st amendment was made on June 9, 2020.
Appendix IV
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
“Regulations Governing the Acquisition and Disposal of Assets” (before amendment)
Chapter 1: General Provisions
Article 1
These Regulations are established in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Article 2
The Company shall acquire or disposes of assets in accordance with the these Regulations. However, if other laws and regulations provide otherwise, these shall be followed.
Article 3
The scope of the assets referred to in these Regulations is as follows:
-
I. Investments in equities, bonds, corporate bonds, financial debentures, marketable securities of commended funds, depositary receipts, subscription (sale) warrants, beneficiary securities and asset-based securities.
-
II. Real estate (including land, buildings and construction, investment property, land use rights, and inventories for the construction industry) and equipment.
-
III. Memberships.
-
IV. Intangible assets such as patents, copyrights, trademarks and franchises.
-
V. Debt of financial institutions (including receivables, purchase and sale discounts and loans, and non-accrual loans) VI. Derivatives.
VII. Assets acquired or disposed of by merger, demerger, acquisition or share transfer in accordance with the law. VIII. Other important assets. .
Article 4
The terms used in these Regulations are defined as follows.
-
I. Derivatives: Forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, and compound contracts resulting from combinations of the above products whose values are derived from assets, interest rates, exchange rates, indices, or other interests, etc. The term “forward contracts” does not include insurance contracts, escrow contracts, after service contracts, long-term lease contracts and long-term purchase (sales) contracts.
-
II. Assets acquired or disposed of by merger, demerger, acquisition or transfer of shares in accordance with laws: Assets acquired or disposed of by merger, demerger or acquisition in accordance with the Business Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institutions Merger Act or other laws, or by issuing new shares and transferring shares of other companies (hereinafter referred to as transfer of shares) in accordance with Article 156, Paragraph 8 of the Company Act.
-
III. Related parties and subsidiaries: Recognition shall be in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
-
IV. Professional appraiser: A real estate appraiser or other person who may engage in the business of appraising real estate or equipment in accordance with the law.
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-
V. De facto date: The earlier of the date of execution of the transaction, the date of payment, the date of closing of the commission, the date of transfer, the date of resolution of the Board of Directors, or other dates sufficient to determine the counterparty and the amount of the transaction. However, if the transaction is subjected to the approval of the competent authority, the date of opening or the date of receiving the approval of the competent authority, whichever is earlier shall prevail.
-
VI. Investment in Mainland China: Refers to investments in Mainland China in accordance with the regulations of the Investment Commission of the Ministry of Economic Affairs for engaging in investment or technical cooperation in Mainland China.
Article 5
The Company may obtain an appraisal or an opinion from an Certified Public Accountant, attorney or securities underwriter, and the professional appraiser, its appraisers, Certified Public Accountants, attorneys or securities underwriters shall not be related parties to the transaction.
Chapter 2: Handling Procedures
Section 1: Establishment of Procedures
Article 6
After approval by the Board of Directors, the Regulations shall be sent to each Supervisor and submitted to the Shareholders’ Meeting for approval, and shall be amended in the same manner. If a Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the information of the dissenting opinion to each Supervisor.
If Independent Directors have been established, the opinions of the Independent Directors shall be fully considered when these Regulations are submitted to the Board of Directors for discussion in accordance with the preceding paragraph, and any opposing views or reservations of the Independent Directors shall be recorded in the minutes of the Board of Directors’ meeting.
If an Audit Committee has been established, the establishment or amendment of these Provisions shall be approved by the majority of all the members of the Audit Committee, and submitted to the Board of Directors for resolution.
If the preceding item is not approved by more than the majority of all members of the Audit Committee, it may be approved
by two-thirds of the whole Board of Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors’ meeting.
All members of the Audit Committee referred to in Paragraph 3, and all Board of Directors referred to in the preceding item refer to those who are actually in office.
Article 7
Procedures for acquiring or disposing of real estate or equipment:
-
I. Evaluation and operating procedures: The Company shall acquire or dispose of property and equipment in accordance with the Company’s internal control system for property, plant and equipment cycle procedures.
-
II. Procedures for determining the terms of the transaction and the amount of budget authorized:
-
(I) When acquiring or disposing of real estate, the Company shall refer to the announced present value, the assessed value, and the actual transaction price of nearby real estate, before determining the transaction conditions and price, and prepare an analysis report and submit it to the Chairman of the Board of Directors. If the price is less than NT$1 billion (inclusive), it shall be submitted to the Chairman of the Board of Directors for approval; if the price is more than NT$1 billion (inclusive), it shall be submitted to the Board Meeting for approval before the transaction. The Board of Directors may authorize the Chairman of the Board of Directors to exercise their full authority in a specified area and within a specified amount and then report to the Board of Directors for ratification, provided that the total amount of the aforementioned specified amount shall not exceed 50% of the net value of the most recently filed tax return.
-
(II) The acquisition or disposal of equipment shall be made by inquiry, comparison, bargaining or tender, and those with
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an amount of less than NT$20 million (inclusive) shall be approved at each level in accordance with the authorization method; if the amount exceeds NT$20 million, it shall be approved by the Chairman and submitted to the Board of Directors for approval.
III. Execution unit: When the Company acquires or disposes of real estate or equipment, the relevant department using it
and the administrative department shall be responsible for execution after submitting the approval authority in accordance with Clause 2 of this paragraph.
Procedures for the acquisition or disposal of investments in marketable securities:
-
I. Evaluation and operating procedures: The purchase and sale of the Company’s long-term and short-term securities are conducted in accordance with the Company’s internal control system
-
II. Procedures for determining the terms of the transaction and the amount of budget authorized:
-
(I) Marketable securities transaction on the centralized exchanges or over-the-counter shall be handled by the responsible unit based on their market research, and the amount of a single transaction under NT$50 million (inclusive) shall be approved by the Chairman; transactions of more than NT$50 million shall be approved by the Board of Directors before execution.
-
(II) For securities transactions not conducted on the centralized exchanges or over-the-counter, the most recent audited or reviewed financial statements of the subject company shall be used as a reference for evaluating the transaction price, taking into account the net value per share, profitability and growth potential, etc., and the amount of a single transaction under NT$50 million (inclusive) shall be approved by the Chairman; transactions of more than NT$50 million shall be approved by the Board of Directors before execution.
-
IV. Execution unit: When the Company invests in long and short-term securities, the investment department and the finance and accounting department shall be responsible for the execution of the investment, after submitting the approval in accordance with the approval authority in Clause 2 of this paragraph.
Procedures for acquiring or disposing of membership cards or intangible assets:
-
I. Evaluation and operation procedures: The Company shall acquire or dispose of membership cards or intangible assets in accordance with the fixed asset cycle procedures of the Company’s internal control system.
-
II. Procedures for determining the terms of the transaction and the amount of budget authorized:
-
(I) When acquiring or disposing of a membership card, an analysis of the market conditions, transaction conditions and price shall be made with reference to the fair market price and reported to the General Manager. If the amount is less than 1% of the paid-in capital or NT$3 million, it shall be submitted to the General Manager for approval and afterwards shall be reported to the Board of Directors at the next Board Meeting; any amount exceeding NT$3 million shall be approved by the Board of Directors before execution.
-
(II) When acquiring or disposing of an intangible asset, an analysis of the market conditions, transaction conditions and price shall be made with reference to an expert estimation report and the fair market price, and reported to the Chairman. If the amount is less than 10% of the paid-in capital or NT$20 million, it shall be submitted to the Chairman for approval and afterwards shall be reported to the Board of Directors at the next Board Meeting; any amount exceeding NT$20 million shall be approved by the Board of Directors before execution.
-
III. Execution unit: When the Company acquires or disposes of membership cards or intangible assets, the relevant department using them and the finance and administrative department shall be responsible for the execution, after submitting the approval in accordance with the approval authority in Clause 2 of this paragraph.
-
Procedures for acquiring or disposing of debts of financial institutions:
-
I. In general, the Company does not engage in transactions to acquire or dispose of the debts of financial institutions.
-
II. Any subsequent transactions to acquire or dispose of debts of financial institutions shall be submitted to the Board of Directors for approval before establishing the evaluation and operating procedures.
The Company may purchase up to 70% of Shareholders’ equity of real estate or securities not for business use, and may invest in individual securities up to 50% of Shareholders’ equity. A subsidiary may purchase up to 150% of Shareholders’
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equity of real estate or securities not for business use, and may invest in individual securities up to 150% of Shareholders’ equity.
The Company shall supervise its subsidiaries to establish and implement procedures for the acquisition or disposal of assets in accordance with these Regulations.
Article 8
The Company shall submit to the Board of Directors for approval in accordance with these Regulations or other laws and regulations, and if a Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the information on the dissenting opinion of the Director to each Supervisor.
If Independent Directors have been established, the opinions of each Independent Director shall be fully considered when the transaction of acquisition or disposal of assets is presented to the Board of Directors for discussion in accordance with the preceding paragraph, and any opposing views or reservations of the Independent Director shall be recorded in the minutes of the Board of Directors’ meeting.
If an Audit Committee has been established, significant asset or derivative transactions shall be approved by the majority of all Audit Committee members and submitted to the Board of Directors for resolution, subject to the provisions of Article 6, Paragraph 4 and 5.
Section 2: Acquisition or Disposal of Assets
Article 9
When the Company acquires or disposes of real estate or equipment, except for transactions with government agencies, construction on self-appointed land, construction on rented land, or acquisition or disposal of equipment for business use, and the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, the Company shall obtain an appraisal issued by a professional appraiser before the date of the transaction, and shall comply with the following requirements:
-
I. If, for special reasons, a limited price, a specific price or a special price is used as a reference for the transaction price, the transaction shall be submitted to the Board of Directors for approval before the transaction, and future changes to the transaction terms shall be handled in accordance with the above procedures.
-
II. If the transaction amount reaches NT$1 billion or more, two or more professional appraisers shall be requested to appraise the transaction.
-
III. In the event that a professional appraisal results in any of the following circumstances, with the exception of appraisals of assets acquired that are all higher than the transaction amount or appraisals of assets disposed of that are all lower than the transaction amount, the appraisal shall be in accordance with Enterprise Accounting Standards No. 20, published by the Accounting Research and Development Foundation (hereinafter the ARDF), and specific opinions on the reasons for the differences and the fairness of the transaction prices shall be expressed:
-
(I) The difference between the appraisal and the transaction is 20% or more.
-
(II) The difference between the appraisals of two or more appraisers reaches more than 10% of the transaction amount.
-
IV. The date of the professional appraisal and the date of the contract shall not exceed three months. However, if the appraisal is applicable to the same period of the assessed present value and is less than six months old, the original appraiser may issue another opinion.
Unless the construction industry uses a limited price, a specific price or a special price as a reference for the transaction price, if there is a legitimate reason for not obtaining an appraisal immediately, an appraisal and the Certified Public Accountant’s opinion in accordance of Clause 3 shall be obtained within two weeks from the date of occurrence of the fact. Article 10
When acquiring or disposing of securities, the Company shall obtain the most recent financial statements of the subject securities that have been audited or reviewed by a certified public Certified Public Accountant prior to the date of occurrence of the fact, as a reference for evaluating the transaction price. If the transaction amount reaches 20% of the Company’s paid-
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in capital or NT$300 million or more, the Company shall obtain the Certified Public Accountant’s opinion on the reasonableness of the transaction price before the actual date of the transaction. If an expert report is required, the report shall follow Enterprise Accounting Standards No. 20, published by the ARDF. However, this does not apply if the marketable securities are publicly quoted on an active market or if the competent authorities have stipulated otherwise.
If the Company acquires or disposes of marketable securities in accordance with the following requirements, the Company shall be exempted from the provisions of the preceding paragraph with respect to obtaining the most recent financial statements of the subject company that have been audited or reviewed by a Certified Public Accountant before the occurrence of the event, and if the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, the Company shall request the Certified Public Accountant to express an opinion on the reasonableness of the transaction price:
-
I. The Company is a company established or raised to acquire marketable securities with cash contributions.
-
II. Participating in the subscription of marketable securities issued by the subject company at par value in accordance with the relevant laws and regulations for cash capital increase.
-
III. Participating in the subscription of marketable securities issued by the investee company that has transferred 100% of its investment for cash.
-
IV. Publicly listed or OTC securities.
-
V. Government bonds or bonds with repurchase/resale conditions.
-
VI. Domestic and foreign funds.
-
VII. Shares of listed (OTC) companies acquired or disposed of in accordance with the bid-offer method or auction method of listed (OTC) securities on the stock exchange or over-the-counter transaction center.
-
VIII. Acquired by participating in the public offering of the company’s cash capital increase, and the acquired securities are not private placement securities.
-
IX. In accordance with Article 11, Paragraph 1 of the Securities Investment Trust and Consulting Act and the Financial Supervisory Commission’s Jin-Guan-Zheng-Tou-Zi Order No. 0990042831 dated September 3, 2010, those who subscribe to the fund before its establishment.
-
X. If a domestic private equity fund is purchased or repurchased and the trust contract has stated that the investment strategy is the same as that of a public equity fund, except for the credit transaction and unhedged securities-related positions held.
Article 11
When the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, except for transactions with government agencies, the Company shall obtain an appraisal on the reasonableness of the transaction price issued by a professional appraiser before the date of the transaction, in accordance with Enterprise Accounting Standards No. 20, published by the ARDF. Article 11-1
The calculation of the amount of the transaction in the previous three Articles shall be in accordance with the provisions of Article 30, Paragraph 2, and the appraisal or Certified Public Accountant’s opinion issued in accordance with these provisions and by a professional appraiser obtained within one year, and the said one-year period shall be based on the date of occurrence of the transaction and projected one year backward.
Article 12
If the Company acquires or disposes of assets through a court auction, a court-issued certificate may be used in lieu of an appraisal or an Certified Public Accountant’s opinion.
Section 3: Transactions with Related Parties
Article 13
When the Company acquires or disposes of assets with related parties, in addition to the resolution procedures and evaluation of the reasonableness on the terms of the transaction in accordance with the provisions of the preceding and this section, the
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Company shall obtain an appraisal from a professional appraiser or an opinion from a Certified Public Accountant if the transaction amount reaches 10% or more of the Company’s total assets, in accordance with the provisions of the preceding section.
The amount of the transactions in the preceding items shall be calculated in accordance with Article 11-1.
When determining whether a counterparty is a related parties, the substance of the relationship shall also be taken into consideration, in addition to the legal status.
Article 14
If the Company acquires or disposes of real estate from a related party, or acquires or disposes of assets other than real estate from a related party, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of its total assets, or NT$300 million or more, except for the purchase or sale of public bonds, bonds with repurchase or resale conditions, or the purchase or repurchase of money market funds issued by a domestic securities investment trust, the following information shall be approved by the Supervisors and submitted to the Board of Directors for resolution, before the transaction contract may be signed and payment may be completed:
-
I. The purpose, necessity and expected benefits of acquiring or disposing of such assets.
-
II. The reason for selecting the related parties as the counterparty.
-
III. When acquiring real estate from related parties, the reasonableness of the transaction terms shall be evaluated in accordance with the provisions of Article 15 and 16.
-
IV. The date and price of the original acquisition by the related parties, the counterparty and its relationship with the Company and related parties.
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V. A cash flow projection for each month of the year starting from the month in which the contract is expected to be entered into, and an evaluation of the necessity of the transaction and the reasonableness of the use of funds.
-
VI. The appraisal issued by the professional appraiser obtained in accordance with the provisions of the preceding Articles, or the opinion of the Certified Public Accountant.
VII. Restrictions and other important covenants of the transaction.
The amount of the transaction in the preceding paragraph shall be calculated in accordance with Article 30, Paragraph 2, and the said one-year period shall be based on the date of occurrence of the transaction and projected one year backward. Transactions that have been approved by the Board of Directors and Supervisors in accordance with these provisions may be exempted.
The Board of Directors may, in accordance with Article 7, Paragraph 1, Clause 2, Item 2, authorize the Chairman to determine the acquisition or disposal of equipment for business use between the Company and its subsidiaries within a certain amount, and then submit it to the next Board Meeting for approval.
If Independent Directors have been established in accordance with the provisions of these Regulations, the opinions of the Independent Directors shall be fully considered when they are presented to the Board of Directors for discussion in accordance with the provisions of the first paragraph, and any opposing views or reservations of the Independent Directors shall be recorded in the minutes of the Board Meeting.
If an Audit Committee has been established in accordance with the provisions of these Regulations, the matters that shall be approved by the Supervisor in accordance with the first paragraph, shall be approved by the majority of the Audit Committee and submitted to the Board Meeting for a resolution, subject to the provisions of Article 6, Paragraph 4 and 5. Article 15
When the Company acquires real estate from related parties, the reasonableness of the transaction costs shall be evaluated as follows:
- I. The transaction price of the related parties, plus interest on necessary funds and costs incurred by the buyer in accordance with the law. The said interest cost of necessary capital is calculated based on the weighted-average interest rate on loans made by the Company in the year the assets are acquired, provided that it is not higher than the maximum interest rate on non-financial loans announced by the Ministry of Finance.
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- II. If the related parties has set up a mortgage loan with the subject property with a financial institution, the financial institution shall assess the total value of the loan on the subject property, provided that the cumulative value of the actual loan on the subject property by the financial institution shall be at least 70% of the total assessed value of the loan and the period of the loan is more than one year. However, this does not apply if the financial institution and one of the parties to the transaction are related parties to each other.
If the land and buildings of the same subject matter are purchased together, the transaction costs may be evaluated respectively for the land and buildings by one of the methods listed above.
When acquiring real estate from related parties, the Company shall evaluate the cost of the real estate in accordance with the provisions of Paragraph 1 and 2, and shall request a Certified Public Accountant to review and express specific opinions. When the Company acquires real estate from related parties under one of the following circumstances, it shall be governed by the provisions of Article 14, and the preceding three paragraphs shall not apply:
-
I. The related parties acquired real estate by inheritance or gift.
-
II. The related parties has contracted to acquire real estate more than five years from the date of this transaction.
-
III. Signing a joint construction contract with related parties, or commissioning related parties to build real estate on selfowned or rented land, and acquiring real estate.
Article 16
If the results of the Company’s appraisal in accordance with the first and second paragraphs of the preceding Article are lower than the transaction price, the Company shall comply with Article 17. Except where objective evidence is presented and a specific opinion on the reasonableness is obtained from a professional appraiser of real restate and a Certified Public Accountant due to the following circumstances:
-
I. If related parties acquire land or rent land for construction, they must prove that one of the following conditions is met:
-
(I) Where the prime land is appraised in accordance with the method set forth in the preceding Article, the house is appraised on the basis of the related parties’ operating costs plus reasonable profits, and the total of which exceeds the actual transaction price. Reasonable profit shall be based on the lower of the average operating margin of the related party’s construction department for the last three years or the most recent gross profit margin of the construction industry published by the Ministry of Finance.
-
(II) 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 practices.
-
(III) In the case of other unrelated parties leases on other floors of the same premises within one year, the transaction terms are estimated to be comparable based on the preceding floor price differential that shall be used in real estate leasing practices.
-
II. The Company certifies that the transaction terms of real estate purchased from related parties are comparable to those of other non-related party transactions in the neighboring area within one year and are similar in size.
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. Article 17
If the Company acquires real estate from related parties and the appraisals are lower than the transaction price in accordance with Articles 15 and 16, the Company shall do the following:
- I. The difference between the transaction price of real estate and the appraised cost shall be set aside as a special reserve in accordance with Article 41, Paragraph 1 of these Regulations, and shall not be distributed or transferred to additional capital for allotment. If a publicly listed company is an investor and it evaluates the Company using the equity method,
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a special reserve shall also be provided in accordance with Article 41, Paragraph 1 of these Regulations, and the amount of the special reserve shall be in proportion to the shares.
-
II. The Supervisors shall adhere to the regulations of Article 218 of the Company Act.
-
III. The Company shall report to the Shareholders’ Meeting on the handling of the first and second paragraphs, and disclose the details of the transaction in the annual report and the prospectus.
If the Company has set aside a special reserve in accordance with the preceding paragraph, the special reserve may be used
only after the Company has recognized a value depreciation or disposal of the assets acquired at a higher price, or has made appropriate compensation or restoration to the original condition, or has other evidence to confirm that it is not unreasonable, and the Meeting has approved to use the special reserve.
If the Company acquires real estate from related parties and there is other evidence that the transaction is not in accordance with business practices, the Company shall also comply with the preceding two paragraphs.
Section 4: Engaging in Derivative Transactions
Article 18 (Transaction Principles and Guidelines)
Types of transaction:
-
I. As indicated in Article 4, Paragraph 1.
-
II. Matters related to bond margin transactions shall be handled in accordance with the relevant provisions of these Regulations. The provisions of these Regulations shall not apply to transactions of bonds with repurchase conditions.
-
Managing (hedging) strategy:
-
I. The Company shall engage in financial derivative instruments for the purpose of hedging, and shall select the instruments to hedge the risks arising from the Company’s business operations, and shall hold currencies in line with the Company’s actual foreign currency requirements for import and export transactions, and shall rely on the principle that the Company’s overall internal positions (foreign currency income and expenses only) are self-levelling in order to reduce the Company’s overall foreign exchange risk and save foreign exchange operation costs.
-
II. Other transactions for specific purposes must be carefully assessed and submitted to the Board of Directors for approval before executing.
Division of responsibilities:
-
I. Department of Investment:
-
(I) Transaction officers:
-
1.Responsible for the strategy development of the entire Company’s financial instrument transactions
-
The transaction officers shall regularly calculate positions every two weeks, collect market information, perform market analysis and risk assessment, and prepare transaction strategies, which shall be approved by the authorized department as the basis for engaging in transaction.
-
Execute trades according to the authorized rights and the pre-approved strategy.
-
When there are significant changes in the financial market and the transaction officers determine that the pre-approved strategy is no longer applicable, they shall submit a new report immediately and redraft the strategy, which will be approved by the General Manager and used as the basis for engaging in transaction.
-
(II) Accounting personnel
-
Execute the transaction confirmation.
-
Review whether the transactions are conducted in accordance with the authorized rights and the pre-approved strategy.
-
Make monthly evaluations and submit the reports to the General Manager for approval.
-
Managing account records.
-
Report and make public announcements according to the regulations of the Financial Supervisory Commission.
-
(III) Settlement officers: Executing settlements.
-
(IV) Accounting authority for derivative products
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- The level of authority for determining hedging trades
| Authorized | Daily authorized transaction | Net accumulated transaction |
|---|---|---|
| personnel | limit | limit |
| Head of the investment department |
Less than US$500,000 | Less than US$1.5 million (inclusive) |
| General Manager |
US$500,000 to 2 million (inclusive) |
Less than US$5 million (inclusive) |
| Chairman | More than US$2 million | Less than US$ 10 million (inclusive) |
-
Other transactions for specific purposes must be submitted to the Board of Directors for approval before execution.
-
II. Audit Department:
Responsible for understanding the appropriateness of internal controls over transactions of derivatives and checking the compliance of the investment department with operating procedures, analyzing the transaction cycle, preparing audit reports, and reporting to the Board of Directors in case of significant deficiencies.
-
III. Performance Evaluation:
-
(I) Hedging trades:
-
Performance is evaluated on the basis of the exchange rate cost in the Company’s books and the gain or loss from engaging in financial derivatives transaction.
-
In order to fully grasp and express the transaction risk, the Company adopts a monthly evaluation method to assess the profit and loss.
-
The finance department shall provide the evaluation of the foreign exchange position and the trend of foreign exchange market and market analysis to the General Manager for management reference and instruction.
-
(II) Other transactions for specific purposes:
The actual profit or loss generated is used as the basis for performance evaluation, and the accounting personnel must regularly prepare reports on the holding positions for the management’s reference.
IV. Determination of total contract amount and loss limit:
-
(I) Total contract amount:
-
Budget for hedging contracts:
-
The investment department shall monitor the Company’s overall position in order to hedge transaction risks. The amount of hedging trades shall not exceed two-thirds of the company’s overall net position, and if it exceeds twothirds, it shall be reported to the General Manager for approval.
-
Other transactions for specific purposes:
-
Based on the forecast of market changes, the finance department may prepare strategies as necessary and submit them to the General Manager and Chairman for approval. The aggregate amount of the Company’s net accumulated contracts for specific purpose transactions is limited to US$3 million and any amount exceeding the above is subject to the approval of the Board of Directors
-
, and may only be done as stated by the policy.
-
(II) Establishing the loss limit:
-
After all transaction contracts are established, a stop-loss point shall be set to prevent excess losses. The stop loss point shall be set at the lower of US$300,000 or 10% of the contract; individual losses shall be set at the lower of US$20,000 or 5% of the contract. If the amount of loss exceeds the above limit, the loss must be reported to the General Manager immediately and the Board of Directors for consideration of necessary countermeasures.
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Article 19 (Risk Management Implementation)
-
I. For credit risk management, due to the market being subject to changes of various factors that easily cause operational risks of derivative financial instruments, market risk management is therefore based on the following principles:
-
(I) Transaction counterparties: Mainly well-established domestic and foreign financial institutions.
-
(II) Transaction instruments: Limited to products provided by well-established domestic and foreign financial institutions.
-
(III) Transaction amount: The transaction amount not yet written off for the same counterparty shall not exceed 10% of the total authorized amount, except for those approved by the General Manager.
-
II. Market Risk Management:
-
Primarily the foreign exchange market provided by the banks; the futures market is not under consideration for the time being.
-
III. Liquidity Risk Management:
-
To ensure market liquidity, the selection of financial products is based on a high degree of liquidity (i.e., readily available in the market for rolling over), and the financial institution entrusted with the transaction must have sufficient information and the ability to trade in any market at any time.
-
IV: Cashflow Risk Management:
-
To ensure turnover stability of the Company’s working capital, the Company may only trade derivatives with its proprietary money, and the transaction amount shall take into consideration the forecast of the cashflow demand of coming three-months.
-
V. Operational Risk Management:
-
(I) The Company’s authorized amount, operating procedures and internal audits shall be followed to avoid operational risks.
-
(II) Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.
-
(III) Risk measurement, supervision and control personnel shall be in separate departments from those in the preceding paragraph, and shall report to the Board of Directors or to a senior officer who is not responsible for making decisions on transaction or investment strategies of the Company.
-
(IV) The positions held in derivative transactions shall be evaluated at least once a week, except for the hedging positions for business purposes, which shall be evaluated at least twice a month, and the evaluation shall be submitted to the senior management authorized by the Board of Directors.
-
VI. Product Risk Management:
-
Internal traders shall have complete and correct professional knowledge of financial instruments, and banks are required to fully disclose the risks to avoid the risk of misusing financial instruments.
VII. Legal Risk Management:
- Documents signed with financial institutions shall be reviewed by experts in foreign exchange, legal affairs or legal counsel before they are formally signed, to avoid legal risks.
Article 20
Internal Audit System:
-
I. Internal Auditors shall periodically understand the appropriateness of internal controls over derivative transaction, and check the transaction department’s compliance with the procedures for handling derivative transaction on a monthly basis, and prepare an audit report. If there is any serious breach or violation, a written notice shall be sent to the Supervisors.
-
II. Internal Auditors shall submit the annual audit report along with internal audit operation review report to the Financial Supervisory Commission by the end of February of the next year, and shall report the improvement on abnormalities to the Financial Supervisory Commission at the latest the end of May of the next year.
Article 21
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Method of Periodic Evaluation:
-
I. The Board of Directors shall authorize its senior management to regularly monitor and evaluate whether derivative transactions are executed in accordance with the Company’s transaction procedures, and whether the risks assumed are within the permitted scope, and to report immediately to the Board of Directors if there are any abnormalities in the market price evaluation report (e.g., if the holding position exceeds the loss limit) and to take measures in response.
-
II. The positions held in derivative transactions shall be evaluated at least once a week, except for the hedging positions for business purposes, which shall be evaluated at least twice a month, and the evaluation shall be submitted to the senior management authorized by the Board of Directors.
-
When engaging in derivative transactions, the Board of Directors shall supervise and manage according to the following principles:
-
I. The Board of Directors shall designate senior executives to monitor and control the risks of derivative transactions at all times, and the management principles are as follows:
-
(I) Periodically evaluate whether the risk management measures currently in use are appropriate and in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and these Regulations.
-
(II) Monitor the transactions and profit and loss situation, and take necessary measures to respond to any abnormalities found and report to the Board of Directors immediately. If Independent Directors are in place already, the Independent Directors shall attend the Board Meeting and express their opinions.
-
II. Regularly evaluate whether the performance of derivative transactions is in accordance with the established business strategy and whether the risks assumed are within the Company’s scope of tolerance.
-
III. If the Company engages in derivative transactions in accordance with these Regulations, the Company shall report to the next Board meeting after the transaction.
-
IV. When the Company engages in derivative transactions, the Company shall establish a record book to record details of the types and amounts of derivative transactions, the date of approval by the Board of Directors, and the matters that shall be prudently evaluated in accordance with Paragraph 1, Clause 2, Paragraph 2, Clause 1, Item 1 and Paragraph 2, Clause 2 of this Article.
Section 5: Mergers, Demergers, Acquisitions and Share Transfers
Article 22
In the event of a merger, demerger, acquisition or transfer of shares, the Company shall appoint a Certified Public Accountant, attorney or securities underwriter to express an opinion on the reasonableness of the share exchange ratio, acquisition price or allotment of cash or other property to Shareholders, before convening a Board of Directors’ meeting to resolve the matter. However, mergers between subsidiaries and the Company in which the Company directly or indirectly holds 100% of the outstanding shares or capital, or mergers between subsidiaries in which the Company directly or indirectly holds 100% of the outstanding shares or capital, are exempted from obtaining a reasonableness opinion issued by the preceding experts. Article 23
When the Company participates in a merger, demerger or acquisition, it shall prepare a public letter to the Shareholders with the content of the important covenants and relevant matters of the merger, demerger or acquisition, together with the experts’ opinion mentioned in the preceding paragraph, and the notice of the Shareholders’ Meeting, prior to the Shareholders’ Meeting, so that Shareholders may refer to them as to whether to agree to the merger, demerger or acquisition. However, this does not apply if there are other laws providing that a merger, demerger or acquisition is exempted from convening a Shareholders’ Meeting for resolution.
If a Shareholders’ Meeting of a company participating in a merger, demerger or acquisition cannot be convened or resolved due to insufficient number of attendees, insufficient voting or other legal restrictions, or if the proposal is rejected by the Shareholders’ Meeting, the company participating in the merger, demerger or acquisition shall immediately disclose to the public the reasons for the occurrence, the subsequent handling operations and the expected date of the Shareholders’ Meeting.
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Article 24
When the Company participates in a merger, demerger or acquisition, the Board Meeting and the Shareholders’ Meeting shall be held on the same day to resolve matters related to the merger, demerger or acquisition, unless otherwise required by other laws or there are special factors that have been approved by the Meeting.
When the Company participates in the transfer of shares, the Board Meeting shall be held on the same day, unless otherwise required by other laws or there are special factors that have been approved by the Meeting.
When the Company participates in a merger, demerger, acquisition or transfer of shares, it shall make complete written records of the following information and keep them for five years for inspection:
-
I. Personnel’s basic information: Including the titles, names, and ID numbers (passport numbers in the case of foreign nationals) of all persons involved in the merger, demerger, acquisition, or share transfer plan or the execution of the plan before the news was made public.
-
II. Date of important events: Including the date of signing the letter of intent or memorandum of understanding, appointing financial or legal advisors, signing the deed and the Board Meeting, etc.
-
III. Important documents and minutes: Including merger, demerger, acquisition or share transfer plans, letters of intent or memoranda, important contracts and minutes of Board Meetings.
When the Company participates in a merger, demerger, acquisition or transfer of shares, the Company shall, within two days from the date of the resolution of the Board Meeting, report the information in Clause 1 and 2 of the preceding paragraph in the prescribed format to the internet for the Meeting to inspect.
If the Company participates in a merger, demerger, acquisition or share transfer with a counterparty that is not a listed company or a company whose shares are OTC traded, the Company shall enter into an agreement with the counterparty and follow the provisions of Paragraph 3 and 4.
Article 25
All persons who participate in or have knowledge of the Company’s merger, demerger, acquisition or share transfer plan shall give a written non-disclosure agreement and shall not disclose the contents of the plan to the public until the information is made public, nor shall they trade, on their own or in the name of others, in all shares of the Company and other marketable securities of an equity nature in connection with the merger, demerger, acquisition or share transfer. Article 26
When the Company participates in a merger, demerger, acquisition or transfer of shares, the share exchange ratio or acquisition price shall not be changed at will, except in the following circumstances, and the circumstances under which such change may be made shall be stipulated in the contract of the merger, demerger, acquisition or transfer of shares:
-
I. Cash capital increase, issuance of convertible bonds, no-cost stock allotment, issuance of bonds with stock options, preferred shares with stock options, stock warrants and other marketable securities with equity natures.
-
II. Actions affecting the Company’s financial operations, such as the disposal of material assets.
-
III. The occurrence of major disasters, major technological changes and other events affecting the Shareholders’ equity or the price of the Company’s shares.
-
IV. Adjustment of the repurchase of treasury stock by any party involved in a merger, demerger, acquisition or transfer of shares in accordance with the law.
-
V. Changes in the number of entities or companies involved in mergers, demerger, acquisitions or share transfers.
-
VI. Other conditions that may be changed are stipulated in the contract and have been disclosed to the public.
Article 27
If the Company participates in a merger, demerger, acquisition or transfer of shares, the deed shall set forth the rights and obligations of the company participating in the merger, demerger, acquisition or transfer of shares, and shall set forth the following:
- I. Handling of breach of contract.
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-
II. The principles of handling treasury stock issued or repurchased before the merger or demerger of a company with equity securities.
-
III. The number of treasury shares that the participating company may legally repurchase after the base date for calculating the share exchange ratio and the principles for handling such shares.
-
IV. The method to handle changes in the number of participants.
-
V. Expected progress of project implementation and expected completion schedule.
-
VI. If the plan is not completed by the expected due date, the scheduled date of the Shareholders’ Meeting shall be convened in accordance with the law and other related procedures.
Article 28
If any party involved in a merger, demerger, acquisition or transfer of shares intends to merge, demerge, acquire or transfer shares with another company after the information has been made public, the participating company shall be exempted from convening a Shareholders’ Meeting to resolve the matter again, unless the number of participants has been reduced and the Shareholders’ Meeting has resolved and authorized the Board of Directors to change the authority of the merger, demerger, acquisition or transfer of shares, and the procedures or legal acts that have been completed in the original merger, demerger, acquisition or transfer of shares. The procedures or legal acts of the original merger, demerger, acquisition or transfer of shares shall be repeated by all participating companies.
Article 29
The Company shall enter into an agreement with any company involved in a merger, demerger, acquisition or transfer of shares that is not a public company, and shall comply with Articles 24, 25 and 28.
Chapter 3: Information Disclosure
Article 30
If the Company acquires or disposes of assets under the following circumstances, the Company shall, according to the nature and in accordance with the designated format, report the relevant information on the website designated by the Meeting within two days from the date of occurrence:
-
I. Acquisition or disposal of real estate from related parties, or acquisition or disposal of assets other than real estate from related parties, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of its total assets, or NT$300 million or more. However, this does not apply to the purchase or sale of government bonds, bonds with purchase or repurchase conditions, or the purchase or sale of money market funds issued by a domestic securities investment trust.
-
II. Merger, demerger, acquisition or transfer of shares.
-
III. Losses from derivative transactions reaching the maximum amount of losses on all or individual contracts as specified in the processing procedures.
-
IV. The type of asset acquired or disposed of is equipment for business use, and the counterparty is not a related parties, and the amount of the transaction meets one of the following requirements:
-
(I) For public companies with paid-in capital of less than NT$10 billion, the transaction amount is NT$500 million or more.
-
(II) Publicly traded companies with paid-in capital of NT$10 billion or more, with transaction amounts of NT$1 billion or more.
-
V. A public company engaged in the construction business acquiring or disposing of real estate for construction use and the counterparty is not a related party, and the transaction amount reaches NT$500 million or more.
-
VI. The Company expects to invest more than NT$500 million in the acquisition of real estate by means of a commission for construction on the Company’s own land, a commission for construction on leased land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale.
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-
VII. Transactions of assets other than those in the preceding six clauses, disposal of debts by financial institutions or investments in Mainland China, where the transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more. However, the following situations are not limited by the above:
-
(I) Purchase and sale of government bonds.
-
(II) Transaction of marketable securities on domestic or overseas stock exchanges or securities brokers’ business premises for investment purposes, or subscription of ordinary corporate bonds and general financial debts not involving equity interests by securities brokers in the domestic primary market, or subscription of marketable securities by securities brokers in accordance with the regulations of the Taipei Exchange for the purpose of underwriting business and acting as an advisor to emerging companies.
-
(III) Transactions of bonds with repurchase or resale conditions, and subscription or repurchase of money market funds issued by domestic securities investment trusts.
The amounts of the preceding transactions are calculated as follows:
-
I. Transaction amount of each transaction.
-
II. The cumulative amount of acquisitions or disposals of the same nature with the same counterparty within one year.
-
III. The amount of real estate acquired or disposed of (acquisitions and disposals are calculated separately) under the same development project within one year.
-
IV. The amount of the same marketable securities acquired or disposed of (acquisitions and disposals are calculated separately) within one year.
The one-year period referred to in the preceding paragraph is based on the date of occurrence of the transaction and projected back one year, and the part of the announcement already made in accordance with the these Regulations is not counted again. The Company shall report the information on derivative transactions of the Company and subsidiaries that are not domestically listed companies as of the end of every month, in a designated format to the website designated by the Meeting by the tenth day of the next month.
If there is an error or omission in the items that shall be announced in accordance with the regulations, it shall be corrected, and the Company shall re-announce and report all items within two days from the date of learning about the error or omission. When acquiring or disposing of assets, the Company shall keep the relevant deeds, minutes, dockets, appraisals, and opinions of Certified Public Accountants, attorneys, or securities underwriters at the Company for at least five years, unless otherwise required by other laws.
Article 31
After the Company has announced and reported the transaction in accordance with the provisions of the preceding Article, the Company shall announce and report the relevant information on the website designated by the Meeting within two days from the date of occurrence of the fact if any of the following circumstances apply:
-
I. The relevant contract signed in the original transaction has been changed, terminated or cancelled.
-
II. The merger, demerger, acquisition or transfer of shares is not completed according to the agreed schedule in the contract. III. Changes in the contents of the original public announcement.
Chapter 4: Supplemental Provisions
Article 32
If the Company’s personnel violates these Regulations, they shall be handled in accordance with the relevant personnel regulations.
Article 33
If a subsidiary of the Company is not a domestically listed company and acquires or disposes of assets that are required to be announced and reported under Chapter 3, the Company shall do so.
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The Company’s paid-in capital or total assets shall prevail over the Company’s paid-in capital or total assets in the case of the preceding subsidiary, to which the reportable standards in Article 30, Clause 1, relating to 20% of paid-in capital or 10% of total assets apply.
Article 33-1
If an Audit Committee has been established in accordance with the provisions of Articles 6, 8, 14 and Article 21, Paragraph
2, regarding Supervisors, these shall apply to the Audit Committee.
If an Audit Committee has been established in accordance with the provisions of Article 17, Clause 1, Item 2, these shall apply to the Independent Directors of the Audit Committee.
Article 33-2
The calculation of the 10% of total assets required by these Regulations is based on the amount of total assets in the most recent individual financial statements required by the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
If the Company’s stock has no par value or the par value per share is not NT$10, the transaction amount of 20% of the paidin capital under these Regulations shall be calculated based on 10% of the equity attributable to the owners of the parent company.
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Appendix V
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
Regulations for the Lending of Funds and Endorsement or Guarantee (before amendment)
Chapter 1: General Provisions
Article 1
These Regulations are established in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
Article 2
The Company shall comply with these Regulations when lending funds or endorsing or providing guarantees for others. However, if other laws and regulations provide otherwise, these shall be followed.
Article 3
The funds of the Company shall not be loaned to Shareholders or to any other person except in the following circumstances:
-
I. Inter-company or inter-firm business dealings.
-
II. There is a need for short-term financing between companies or firms. The amount of financing shall not exceed 40% of the net value of the loaned enterprise.
The short-term referred to in the previous paragraph is one year. However, if the Company has a business cycle longer than one year, the business cycle shall prevail.
The amount of financing referred to in Clause 2 of Paragraph 1 refers to the accumulated balance of short-term financing funds of a public company.
The lending of funds between foreign companies in which the Company directly and indirectly holds 100% of the voting shares is not subject to Clause 2 of Paragraph 1. However, the limit shall be set at 50% of the net value. Article 4
The term “endorsement or guarantee” in these Regulations means the following:
-
I. Endorsement or guarantee on lending, including:
-
(I) Discounted note lending.
-
(II) Endorsement or guarantee for the purpose of financing other companies.
-
(III) To issue separate notes to non-financial institutions as guarantee for the purpose of financing the Company.
-
II. Tariff endorsement or guarantee refers to the endorsement or guarantee for the Company or other companies in relation to tariff matters.
-
III. Other endorsements or guarantees refer to endorsements or guarantees that cannot be categorized in the preceding two paragraphs.
If the Company provides real estate or personal property as pledges for loans for other companies, the Company shall also follow the provisions of these Regulations.
Article 5
The Company may endorse or guarantee the following companies:
-
I. Companies that have business dealings with the Company.
-
II. Companies in which the Company directly or indirectly holds more than 50% of the voting shares.
III. Companies that directly or indirectly hold more than 50% of the voting shares of the Company.
The Company may endorse or guarantee between companies in which the Company directly or indirectly holds at least 90% of the voting shares, and the amount of such guarantees may not exceed 10% of the net value of the publicly traded company. However, this does not apply to guarantees and endorsements to companies for which the Company directly and indirectly holds 100% of the voting shares.
The Company shall not be bound by the provisions of the preceding two paragraphs if it is required to provide mutual guarantee within the same industry or between co-founders based on contractual provisions, or if all Shareholders of the
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Company endorse or guarantee an investee company based on their shareholding ratio due to a joint investment relationship, or if the Company engages in a performance guarantee and joint guarantee of the pre-sale contract within the same industry in accordance with the regulations of the Consumer Protection Act.
The aforementioned capital contribution refers to the Company’s direct capital contribution or capital contribution through a company holding 100% of the voting shares.
Article 6
The subsidiaries and parent company referred to herein shall be in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
The Company’s financial statements are prepared in accordance with IFRSs, and the net value referred to herein refers to the equity attributable to the owners of the parent company as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 7
The announcement reporting referred to in these Regulations refers to the information reporting website designated by the Financial Supervisory Commission (hereinafter referred to as FSC).
The date of occurrence of the facts referred to herein shall mean the date of execution of the transaction, the date of payment, the date of resolution of the Board of Directors, or the date of other sufficient information to determine the counterparty and the amount of the transaction, whichever is earlier.
Chapter 2: Handling Procedures
Section 1: Lending Funds to Others
Article 8
When the Company lends funds to others, the Company shall follow these Regulations or relevant laws and regulations. If an item requires the approval of each Supervisor, resolution by the Board of Directors, and approval of the Shareholders’ Meeting, if any Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion to each Supervisor and submit it to the Shareholders’ Meeting for discussion, and shall be amended in the same manner.
If Independent Directors have been established, the opinions of each Independent Director shall be fully considered when the lending of funds to others is proposed to the Board of Directors for discussion in accordance with the preceding paragraph, and any opposing views or reservations of the Independent Directors shall be recorded in the minutes of the Board Meeting. Article 9
The subjects which the funds may lend to: In accordance with the instructions of Article 3, Paragraph 1 and 2. Standards for evaluating loans of funds to others:
-
I. When engaging in the lending of funds for business transactions, the evaluation criteria for whether the lending amount is appropriate to the business transaction amount shall be clearly defined.
-
II. If there is a need for short-term financing, the reasons and circumstances under which the funds may be loaned shall be listed.
Total amount of funds lent and limits for individual subjects:
-
I. The maximum amount of the Company’s lending funds shall be capped at 50% of the net value, regardless of whether the loan is for business or short-term financing purposes.
-
II. The maximum amount of loans to individual subject shall be capped at 20% of the net value, regardless of whether the loan is for business or short-term financing purposes.
Funding and term of loan and interest calculation method:
- I. The lending period shall be limited to one year, and the interest rate shall not be less than the maximum interest rate of the Company’s short-term loans from financial institutions and shall be calculated on a monthly basis.
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- II. If there is a special situation it shall be approved by the Board Meeting, and the lending period may be extended per the actual conditions.
The procedure of lending and application: Applications are submitted by the relevant department to the finance department to assess the risk before getting approval.
Review procedures:
-
I. The Company’s relevant departments shall examine the necessity and reasonableness of the loan application issued by the related companies, evaluate the use, purpose and benefit of the loan, and issue an opinion on whether the loan shall be granted. The finance department shall set the interest rate and period of lending, and submit the report to the Chairman and Board Meeting for approval before execution.
-
II. In addition to the preceding Paragraph, the Company shall obtain credit and risk assessment reports on the unaffiliated companies and explain the impact on the Company’s operating risks, financial condition and Shareholders’ equity arising from the loan of funds, and shall obtain guarantee instruments in the same amount and, if necessary, set up collateral for personal or real estate property.
Announcement procedure: According to the provisions of Article 21 and 22.
Subsequent control measures for loans made and amounts due, and procedures for handling overdue debts:
-
I. Control measures: The Company’s internal auditors shall regularly inspect and evaluate these Regulations and their implementation, and make written records. If any serious violation is found, the internal audit shall notify the Supervisors immediately in writing. The lending procedures are identical for the Company’s subsidiaries and other non-affiliates.
-
II. Procedures for handling overdue debts: First, the Company will collect the overdue debts by sending a company letter or legally verified notice, etc. If the debts are not paid after the reminder period, the Company may file a civil lawsuit.
-
If the Company’s Managers and personnel violate the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, they shall be subject to periodic evaluation in accordance with the Company’s Personnel Management Regulations and Employee Handbook, and shall be punished according to the severity of the violation.
Article 10
If a subsidiary of the Company intends to lend funds to others, the Company shall order such subsidiary to establish operating procedures for lending funds to others in accordance with these Regulations and shall follow the operating procedures established.
Section 2: Endorsement or Guarantee for Others
Article 11
When the Company endorses or provides guarantees for others, the Company shall follow these Regulations or relevant laws and regulations. If an item requires the approval of each Supervisor, resolution by the Board of Directors, and approval of the Shareholders’ Meeting, if any Director expresses a dissenting opinion and there is a record or written statement, the Company shall send the dissenting opinion to each Supervisor and submit it to the Shareholders’ Meeting for discussion, and shall be amended in the same manner.
If Independent Directors have been established, the opinions of each Independent Director shall be fully considered when the endorsement or guarantee procedures are presented to the Board of Directors for discussion in accordance with the preceding paragraph, and any opposing views or reservations of the Independent Directors shall be recorded in the minutes of the Board Meeting.
Article 12
The object of the endorsement or guarantee: According to Article 5 of these Regulations.
When endorsing or providing guarantee for others due to business transactions, the evaluation criteria for whether the endorsement or guarantee amount is appropriate to the business transaction amount shall be clearly defined. Amount of endorsement or guarantee:
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-
I. The total amount of the endorsement or guarantee obligation shall not exceed 150% of the net worth of the Company.
-
II. The limit of endorsement or guarantee for a single enterprise shall not exceed 50% of the net worth of the Company.
-
III. The limit of the Company’s endorsement or guarantee for the financing needs of a single subsidiary shall not exceed 100% of the Company’s net worth and is not limited by Paragraph 2.
-
IV. The aggregate amount of the Company’s and its subsidiaries’ overall endorsement or guarantee shall not exceed 180% of the Company’s net value.
-
V. The amount of the endorsement or guarantee of the Company and its subsidiaries as a whole to a single enterprise shall not exceed 100% of the net value of the Company.
Endorsement procedures:
When the Company intends to endorse or guarantee for another company, the relevant department will submit an application
and the finance department will assess the risk of the endorsement and submit a signature with the following information:
-
I. The company name of the endorsee, the relationship with the Company, the amount of endorsement or guarantee, the amount of the new endorsement or guarantee, and the reasons for the new endorsement or guarantee.
-
II. The content and value of the collateral provided by the endorsee.
-
III. The amount of capital and accumulated gains and losses in the most recent financial statements of the endorsee.
-
IV. The conditions or date of terminating the endorsement or guarantee. Review procedures:
-
I. The necessity and reasonableness of the endorsements or guarantees.
-
II. Credit and risk assessment of the endorsees.
III. The impact on the Company’s business risk, financial condition and Shareholders’ equity.
- IV. Whether the collateral shall be obtained and the appraised value of the collateral.
Procedures for endorsement or guarantee of Subsidiaries: Before endorsement or guarantee of a subsidiary in which the Company directly or indirectly holds more than 90% of the voting shares, the endorsement or guarantee shall be submitted to the Company’s Board Meeting for a resolution. However, this does not apply to guarantees and endorsements to companies for which the Company directly and indirectly holds 100% of the voting shares.
Procedures for the use and custody of the seal: The Company shall use the Company seal registered with the Ministry of Economic Affairs as the seal for the exclusive use of endorsement or guarantee, which shall be kept by a special officer with the consent of the Board of Directors, and shall follow the prescribed procedures before it is allowed to seal or issue financial instruments. A change in the custodian of the seal shall also be reported to the Board of Directors for approval.
Decision and authorization level: Before endorsing or providing guarantees for others, the Company shall carefully evaluate whether it is in compliance with the Guidelines for Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies and these Regulations, and submit the evaluation results to the Board of Directors for resolution, or the Board of Directors authorizes the Chairman to make decisions within a range of 30% of the Company’s net value (based on the amount shown in the most recent financial statements), and subsequently report to the Board of Directors for approval at the next meeting.
Announcement procedure: According to Articles 24 and 25 of these Regulations.
If the Company’s Managers and personnel violate the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, they shall be subject to periodic evaluation in accordance with the Company’s Personnel Management Regulations and Employee Handbook, and shall be punished according to the severity of the violation.
If the net value of a subsidiary is less than one-half of the Company’s paid-in capital, the financial position of the subsidiary shall be evaluated by the finance department on a quarterly basis. If the net value of the subsidiary is negative, the financial impact on the Company’s business risk, financial position and Shareholders’ equity shall be evaluated and reported to the Chairman immediately, and appropriate action shall be taken in accordance with the instructions.
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If the shares of a subsidiary have no par value or have a par value other than NT$10 per share, the amount of paid-in capital calculated in accordance with the preceding paragraph shall be the sum of share capital plus capital surplus - premium price at issuance.
Article 13
If the subsidiaries of the publicly listed companies wish to endorse or provide guarantee for others, the Company shall order the subsidiary to establish procedures for endorsement or guarantee in accordance with the Guidelines for Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, and execute according to the procedures.
Chapter 3: Evaluation of the Case
Section 1: Lending Funds to Others
Article 14
Before lending to others, the Company shall carefully evaluate whether the lending is in compliance with the Guidelines for Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies and these Regulations, and provide an evaluation report in accordance with Article 9, Paragraph 6, for the Board of Directors to resolve, and others may not be authorized to decide.
Any loan of funds between the Company and its subsidiaries or between subsidiaries shall be submitted to the Board of Directors for resolution in accordance with the preceding paragraph, and the Chairman shall be authorized to decide on such loan within a range not exceeding 10% of the Company’s net value stated in the most recent financial statements. Article 15
The Company shall establish a record book to record the objects and amounts of the loans, the date of approval by the Board of Directors, the dates when the funds were lent, and the matters that shall be prudently evaluated in accordance with the first paragraph of the preceding Article.
The Company’s internal auditors shall audit the procedures for lending funds to others and their execution at least quarterly and make written records of such audits. Each Supervisor shall be notified immediately in writing of any material noncompliance.
Article 16
In the event that the recipient of the lending cannot comply with these Regulations, or the amount of the lending exceeds the limit due to changes in circumstances, the Company shall formulate an improvement plan, send the relevant improvement plan to each Supervisor, and complete the improvement in accordance with the planned schedule.
Section 2: Endorsement or Guarantee for Others
Article 17
Before endorsing or providing guarantees for others, the Company shall carefully evaluate whether the endorsement or guarantee is in compliance with the provisions of the Guidelines for Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, and submit the evaluation to the Board of Directors for resolution in accordance with Paragraph 5 of Article 12, or the Board of Directors shall authorize the Chairman to decide within a certain amount in accordance with Paragraph 8 of Article 12, and subsequently report to the Board of Directors for ratification. For subsidiaries in which the Company directly or indirectly holds 90% or more of the voting shares to be endorsed and guaranteed in accordance with Paragraph 2 of Article 5, the Company shall submit a resolution to the Board of Directors before execution. However, this does not apply to guarantees and endorsements to companies for which the Company directly and indirectly holds 100% of the voting shares.
The letter of guarantee issued by the Company to a foreign company shall be signed by a person authorized by the Board of Directors.
Article 18
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The Company shall establish a record book to record the details of the endorsees, the amount, the date of approval by the Board of Directors or decision by the Chairman, the date of endorsement or guarantee, and the matters that shall be carefully evaluated in accordance with the first paragraph of the preceding Article.
The Company’s internal auditors shall audit the endorsement procedures and their implementation at least quarterly and make written records. Each Supervisor shall be notified immediately in writing of any material non-compliance. Article 19
If the Company’s endorsement or guarantee is necessary for business purposes and exceeds the amount specified in the endorsement or guarantee procedures and meets the conditions set forth in the Company’s endorsement or guarantee procedures, the Board of Directors shall agree and more than half of the Directors shall jointly guarantee the Company’s potential losses arising from the excess amount, and amend the endorsement or guarantee procedures for ratification by the Shareholders’ Meeting; if the Shareholders’ Meeting does not approve this decision, a plan shall be formulated to eliminate the excess amount within a certain period of time.
Article 20
If a change in circumstances results in the endorsee being unable to comply with these Regulations or the amount of the endorsement exceeding the limit, the Company shall formulate a plan for improvement, send the relevant plan for improvement to each Supervisor, and complete the improvement in accordance with the planned schedule.
Chapter 4: Information Disclosure
Section 1: Lending Funds to Others
Article 21
The Company shall report and announce the balance of funds loaned to the Company and its subsidiaries for the previous month by the tenth day of each month.
Article 22
If the Company’s loan of funds meets one of the following criteria, the Company shall announce and report the loan within two days from the date of occurrence of the fact:
-
I. The Company and its subsidiaries have loaned funds to other listed companies amounting to at least 20% of the net value of the most recent financial statements of these company.
-
II. The Company and its subsidiaries lend funds to a single listed company with a balance of at least 10% of the net value of the most recent financial statements of the company lent to.
-
III. The Company or its subsidiaries lend new capital to a listed company with an amount of at least NT$10 million and at least 2% of the net value of the most recent financial statements of the company lent to.
If a subsidiary of the Company is not a domestically listed company, the matters to be announced and reported in Clause 3 of the preceding paragraph shall be done by the listed company. .
Article 23
The Company shall assess the status of lending and make reasonable reservation for bad debts, and prepare appropriate disclosures in the financial statements and provide relevant information to the Certified Public Accountants for the necessary audit procedures.
Section 2: Endorsement or Guarantee for Others
Article 24
The Company shall announce and report the amount of endorsement or guarantee of the Company and its subsidiaries for the previous month by the tenth day of each month.
Article 25
If the Company’s endorsement or guarantee meets one of the following criteria, the Company shall announce and report it within two days from the date of occurrence of the fact.
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-
I. The balance of the Company’s and its subsidiaries’ endorsement or guarantee is at least 50% of the net value of the most recent financial statements of the publicly listed endorsee.
-
II. The balance of the Company’s and its subsidiaries’ endorsement or guarantee for a single enterprise is at least 20% of the net value of the most recent financial statements of the publicly listed endorsee.
-
III. The Company and its subsidiaries endorse a single company with a guarantee balance of at least NT$10 million and the aggregate amount of the endorsement, long-term investment and loan of funds to the single company is at least 30% of the net value of the most recent financial statements of the publicly listed endorsee.
-
IV. The amount of new endorsement or guarantee by the Company or its subsidiaries reaches at least NT$30 million and at least 5% of the net value of the most recent financial statements of the publicly listed endorsee.
If a subsidiary of the Company is not a domestically listed company, the matters to be announced and reported in Clause 4 of the preceding paragraph shall be done by the listed company.
Article 26
The Company shall assess or recognize contingent losses on endorsement of warranties and disclose the endorsement information in the financial statements as appropriate, and provide the relevant information to the Certified Public Accountant to perform the necessary audit procedures.
Chapter 5: Supplemental Provisions
Article 27
These Regulations shall be implemented after approval by the Shareholders’ Meeting. It shall be amended in the same manner.
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Appendix VI
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
“Procedures for Election of Directors and Supervisors” (before amendment)
Article 1
For the purpose of fairness, justice and open election of Directors and Supervisors, these Procedures are established in accordance with Articles 21 and 41 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”.
Article 2
Unless otherwise provided by law or the Articles of Incorporation, the election of Directors and Supervisors of the Company shall be governed by these Procedures.
Article 3
The selection of the Company’s Directors shall take into account the overall configuration of the Board of Directors. The composition of the Directors shall take into account diversity and expertise (e.g., legal, accounting, industry, finance, marketing, management or business).
Members of the Board shall generally possess the knowledge, skills and qualities necessary to carry out their duties and the overall competencies they shall possess are as follows:
-
I. Operational judgement skills.
-
II. Accounting and financial analysis skills.
-
III. Business management skills.
-
IV. Crisis management skills.
-
V. Industry knowledge.
-
VI. International market knowledge.
-
VII. Leadership skills.
VIII. Decision-making skills.
More than half of the Directors shall not be related to each other as spouses or second degree relatives.
Article 4
The Company’s Supervisors shall possess integrity, fair judgment and professional knowledge.
The establishment of Supervisors shall refer to the provisions regarding the independence of the Supervisors in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and appropriate Supervisors shall be selected to strengthen the risk management and financial and operational control of the Company.
Amongst the Supervisors or between the Supervisors and Directors, there shall be more than one seat that is not related to another as spouses or second degree relatives.
The Supervisor shall not be a Director, Manager or other Employee of the Company, and at least one of the Supervisors must have a residence in the country to perform immediate supervision.
Article 5
The qualifications of the Independent Directors of the Company shall comply with the provisions of Articles 2, 3 and 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. The election of Independent Directors of the Company shall comply with the provisions of Articles 5, 6, 7, 8 and 9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and shall be in accordance with Article 24 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”.
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Article 6
The election of the Company’s Directors and Supervisors shall be conducted in accordance with the procedures of the nomination system for candidates set forth in Article 192-1 of the Company Act, and for the purpose of examining the qualifications of candidates for Directors and Supervisors, their academic background and whether they have any of the matters set forth in Article 30 of the Company Act, no additional documents proving other qualifications shall be arbitrarily listed. The results of the examination shall be provided to the Shareholders for their reference in order to elect suitable Directors and Supervisors.
If more than one-third of the number of Directors set forth in the Articles of Incorporation are dismissed, the Company shall, within 60 days from the date of occurrence of the fact, convene an Extraordinary Shareholders’ Meeting to hold a by-election. If the number of Independent Directors is not sufficient to comply with the requirements of the first proviso of Article 14-2 of the Securities and Exchange Act, the relevant provisions of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, or Paragraph 8 of the “Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1 of the Taipei Exchange Rules Governing the Review of Securities for Transaction on the TPEx” of the Taipei Exchange, a by-election shall be held at the soonest Shareholders’ Meeting; if all the Independent Directors are dismissed, an Extraordinary Shareholders’ Meeting shall be held within 60 days from the date of occurrence of the fact to hold a byelection.
If all of the Supervisors are dismissed, an Extraordinary Shareholders’ Meeting shall be held within 60 days from the date of occurrence of the fact to hold a by-election.
Article 7
The Company shall adopt a cumulative voting system for the election of Directors and Supervisors. Each share shall have the same number of votes as the number of Directors or Supervisors to be elected and all votes may be concentrated on one person or allocated to several persons.
Article 8
The Board of Directors shall prepare the same number of election ballots as the number of Directors and Supervisors to be elected, fill in the number of rights, and distribute them to the Shareholders attending the Shareholders’ Meeting. The name of the elector may be substituted by the attendance card number printed on the election ballot.
Article 9
In accordance with the quotas set forth in the Company’s Articles of Incorporation, the election rights of the election of Directors and Supervisors are separated into Independent Directors and Non-Independent Directors, and the number of votes shall be calculated separately, and the electees shall be elected in the order of the number of votes received, representing the greater number of election rights. In the event that there are more than two persons with the same number of votes and the number of seats exceeds the required number, lots shall be drawn by those with the same number of votes to determine the electee, and the Chairman shall draw lots for those who are not present.
Article 10
Before the election begins, the Chairman shall designate a number of Shareholders to act as scrutineers and tellers and perform the relevant duties. The ballot boxes are prepared by the Board of Directors and are open for inspection by the scrutineers before the voting.
Article 11
If the nominee is a Shareholder, the elector shall indicate the name of the nominee and the Shareholder’s account number in the nominee column; if the nominee is not a Shareholder, the elector shall indicate the name of the nominee and the identity
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document number. However, if a government or legal entity is the Shareholder and a nominee, the name of the government or legal entity shall be listed in the nominee name column on the election ballot, and the name of the government or legal entity and the name of its representative may also be listed. If there are several representatives, the names of the representatives shall be added separately.
Article 12
An election ballot is invalid if one of the following occurs:
-
I. Those not using the ballot prepared by the Board of Directors.
-
II. A blank ballot.
-
III. The handwriting is illegible or has been altered.
-
IV. If the name of the nominee is a Shareholder, the name and Shareholder account number of the nominee do not match with the Shareholder Register; if the nominee is not a Shareholder, the name and identity document number do not match with the Shareholder Register.
-
V. Other words are included in addition to the name of the nominee or the Shareholder’s account number (identification number) and the number of voting rights allocated.
-
VI. The names of the nominees are identical to other Shareholders without the Shareholder’s account number or identification document number to identify them.
Article 13
The ballots shall be counted on the spot, and the Chairman shall announce the results on the spot, including the list of Directors and Supervisors elected and the number of votes each has received.
The election ballots of the aforementioned election shall be sealed and signed by the scrutineers and kept in a safe place for at least one year. However, if a lawsuit is filed by a Shareholder in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit.
Article 14
These procedures shall be effective upon receiving the approval of the Shareholders’ Meeting, and shall be amended in the same manner.
Appendix VII
CHAINQUI CONSTRUCTION DEVELOPMENT CO., LTD.
“Rules of Procedure of Shareholders’ Meeting” (before amendment)
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Article 1: These Rules of Procedure are in accordance with Tai-Cai-Zheng (3) Letter No. 04109, issued by Securities and Futures Commission, Ministry of Finance, on August 4, 1995, and the Shareholders’ Meeting of the Company shall be conducted in accordance with these Rules.
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Article 2: If the Shareholders’ Meeting is convened by the Board of Directors, the Chairman of the meeting shall be the Chairman of the Board of Directors. If the Chairman of the Board of Directors is absent from office or is unable to exercise their duties for any reason, the Vice Chairman of the Board of Directors shall act as their proxy, and if there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is also absent from office or unable to exercise their duties for any reason, the Chairman of the Board of Directors shall designate one of the Executive Directors to act as their proxy; if there are no Executive Directors, the Chairman may appoint one of the Directors to be their proxy, and if the Chairman does not appoint one, the Board of Directors or Executive Directors shall appoint a proxy among themselves.
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| If an Executive Director or a Director is acting as the proxy to the Chairman, the Executive Director or Director | ||
|---|---|---|
| shall have spent at least six months at the current position and understands the financial condition of the | ||
| Company. The same applies if the Chairman is a representative of a Director of a legal person. | ||
| Article | 3: | The venue of the Shareholders’ Meeting shall be somewhere that is convenient for Shareholders and suitable |
| to hold such a meeting. The meeting shall commence no earlier than 9:00 a.m. or later than 3:00 p.m. | ||
| Article | 4 | A Shareholder (or a proxy) appointed by a Shareholder (hereinafter referred to as a Shareholder) shall attend |
| the Shareholders’ Meeting with an attendance card, attendance registration card or other attendance documents, | ||
| and the solicitor of a proxy solicitation shall bring their identity document for verification purpose. . | ||
| Article | 5: | The Company shall state in the notice of the meeting the time and place for the Shareholders to report for the |
| meeting, and other matters to be noted. | ||
| The registration of Shareholders in the preceding Paragraph shall be processed at least 30 minutes prior to the | ||
| commencement of the meeting; the registration desk shall be clearly marked, and adequate and appropriate | ||
| personnel shall be assigned to handle the registration. | ||
| The Company shall maintain a sign-in book for the attending Shareholders to sign in, or the attending | ||
| Shareholders may submit a sign-in card to sign in. The number of shares present is calculated according to the | ||
| sign-in book or attendance cards. | ||
| Article | 6: | Attendance and voting at Shareholders’ Meeting shall be based on the number of shares. |
| Article | 7: | The Company may appoint an attorney, Certified Public Accountant or related person to attend the |
| Shareholders’ Meeting in a non-voting capacity. Personnel assisting the Shareholders’ Meeting shall wear | ||
| identification cards or armbands for identification purpose. | ||
| Article | 8: | The Company shall make continuous and uninterrupted audio and video recordings of the whole process of |
| the Shareholders’ registration, meeting, voting and vote counting from the time of commencing Shareholders’ | ||
| registration. | ||
| The preceding audio-visual data shall be kept for at least one year. However, if a lawsuit is filed by a | ||
| Shareholder in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit. | ||
| Article | 9: | The chair shall call the meeting to order at the appointed meeting time. However, when the attending |
| shareholders do not represent a majority of the total number of issued shares, the chair may announce a | ||
| postponement, provided that no more than two such postponements, for a combined total of no more than 1 | ||
| hour, may be made. If the number of Shareholders representing at least one-third of the total number of | ||
| issued shares is still insufficient after the second postponement, the Company may, in accordance with the | ||
| provisions of Article 175, Paragraph 1 of the Company Act, make a tentative resolution. | ||
| If, before the end of the meeting, the number of shares represented by the Shareholders present reaches more | ||
| than half of the total number of issued shares, the Chairman may call this a resolution and re-submit it to the | ||
| Shareholders’ Meeting for a vote in accordance with Article 174 of the Company Act. | ||
| Article | 10: | If a Shareholders’ Meeting is convened by the Board of Directors, the agenda shall be set by the Board of |
| Directors. The Meeting shall be conducted in accordance with the scheduled agenda, which cannot be changed | ||
| without a resolution of the Shareholders’ Meeting. | ||
| If a Shareholders’ Meeting is convened by someone with the right to convene other than the Board of Directors, | ||
| the provisions of the preceding Paragraph shall apply. | ||
| The Chairman shall not adjourn the meeting without a resolution before the conclusion of the two preceding | ||
| paragraphs (including extempore motions) on the agenda. | ||
| If the Chairman violates the rules of procedure and adjourns the meeting, a majority of the votes of the | ||
| Shareholders present may elect a Chairman to continue the meeting. | ||
| Article | 11: | Before an attending Shareholder speak, they must fill in a speech slip stating the gist of the speech, Shareholder |
| account number (or attendance card number) and account name, and the Chairman will specify the order of |
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| the speeches. | ||
|---|---|---|
| A Shareholder who is present at the meeting and has only proposed a speech but has not spoken is deemed | ||
| not to have spoken. If there is any discrepancy between the content of the speech slip and the speech itself, | ||
| the content of the speech shall prevail. | ||
| When a Shareholder is present to speak, no other Shareholder shall interfere with the speech except with the | ||
| consent of the Chairman and the Shareholder speaking, and the Chairman shall stop any violation. | ||
| Article | 12: | Each Shareholder may not speak more than twice on the same motion without the consent of the Chairman, |
| and each time may not exceed five minutes. | ||
| If a Shareholder speaks in violation of the preceding provisions or outside of the subject matter, or in a manner | ||
| that is offensive, the Chairman shall stop or suspend their speech. | ||
| Article | 13: | When a legal entity is entrusted to attend a Shareholders’ Meeting, such legal entity may appoint only one |
| representative to attend. | ||
| If a corporate Shareholder has two or more representatives attending a Shareholders’ Meeting, only one | ||
| representative may speak on the same motion. | ||
| Article | 14: | After a Shareholder has spoken, the Chairman may respond in person or appoint the relevant personnel to |
| respond. | ||
| Article | 15: | When the Chairman deems 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, and arrange to have sufficient time to vote. | ||
| Article | 16: | The Chairman shall appoint personnel to scrutinize and count the votes on the motion, but the scrutineers shall |
| be Shareholders. The counting of votes for a Shareholder’s meeting or an election proposal shall be conducted | ||
| in an open place on the floor of the Shareholders’ Meeting, and the voting results, including the number of | ||
| votes counted, shall be announced and recorded on the spot after the counting of votes is completed. | ||
| In the event of an election of Directors and Supervisors at the Shareholders’ Meeting, the election results shall | ||
| be announced on the spot, including the list of elected Directors and Supervisors and the number of their votes. | ||
| Article | 17: | Unless otherwise stated in the Company Act and the Company’s Articles of Incorporation, Shareholders’ |
| Meeting shall be attended by the majority of Shareholders with issued shares, and a motion shall be approved | ||
| by the affirmative vote of a majority of the votes of the Shareholders present. The relevant motions (including | ||
| extempore motions and amendments to original motions) shall be voted individually. | ||
| If there are amendments or substitutions to the same motion, the Chairman shall determine the order of voting | ||
| together with the original motion. If one of the motions has been passed, the other motions are deemed to be | ||
| rejected and will not be voted on. | ||
| If a person is appointed by more than two Shareholders at the same time, the voting rights of the proxy shall | ||
| not exceed 3% of the total voting rights of the issued shares, and the voting rights in excess shall not be | ||
| recognized. | ||
| Article | 18: | During the meeting, the Chairman may call a break at their discretion. |
| Article | 19: | The Chairman may direct pickets (or security personnel) to assist in maintaining order at the Shareholders’ |
| Meeting. When pickets (or security personnel) are present to help maintain order, they shall wear “picket” | ||
| armbands or identification cards. | ||
| Article | 20: | Matters not provided for in these Rules shall be governed by the Company Act, the Company’s Articles of |
| Incorporation and relevant legal provisions. | ||
| Article | 21: | These Rules shall be effective upon receiving the approval of the Shareholders’ Meeting, and shall be amended |
| in the same manner. |
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Appendix VIII
Table of Directors’ and Supervisors’ Shareholding of the Company
| April 09,2021 | ||
|---|---|---|
| Title | Name | Shareholding |
| Chairman | Yen Reed Investment Co., Ltd. Representative: Lee Yung-I |
6,785,029 |
| Director | Yen Reed Investment Co., Ltd. Representative: Liao Shuen-Hsin |
6,785,029 |
| Director | Chain Da Investment Ltd. Representative: Lee Long-Kwang |
16,257,347 |
| Director | Global Industrial Co., Ltd Representative: ChiangChing-Feng |
9,926,897 |
| Director | Ci-yun International Ltd. Representative: Chen Ming-zhi |
2,132,847 |
| Independent Director | Chou Che-nan | - |
| Independent Director | Lin Li-yun | 44,858- |
| No. of shares held by all Directors | 35,102,120 | |
| Supervisor | Lee Hui-chun | 2,024,776 |
| Supervisor | Shang Ying Investment Ltd. Representative: Lee Rui-shan |
403,962 |
| No. of shares held by all Supervisors | 2,428,738 |
Note: I. The total number of shares issued by the Company as of April 09, 2021, the date of cessation of transfer for this year’s Annual General Meeting of Shareholders, was 224,550,530 shares.
- II. The minimum number of shares to be held by all Directors of the Company is: 13,473,031 shares.
The minimum number of shares to be held by all Supervisors of the Company is: 1,347,303 shares.
III. The number of shares held by all Directors does not include the number of shares held by Independent Directors.
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