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CHAINTECH — AGM Information 2024
Jul 23, 2024
52073_rns_2024-07-23_f43a7c7a-246a-485d-9b45-38fbb988e903.pdf
AGM Information
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Stock Code: 2425
Chaintech Technology Corporation
2024 Shareholders' Annual Meeting
Meeting Handbook
(Translation)
Time: 9:00 a.m, June 14, 2024 (Friday) Place: 2F., No. 223, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City, Taiwan (R.O.C.) (Taipei Innovation City Convention Center) Tel: (02)2913-8833
Notice to Readers:
For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.
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Contents
| Contents | |
|---|---|
| Chapter | I Procedures and Agenda ....................................................................... 1 |
| Chapter | II Agenda................................................................................................. 1 |
| (I) | Report Items .............................................................................................. 2 |
| (II) | Ratification Items ..................................................................................... 3 |
| (III) | Extempore Motions .................................................................................. 5 |
| (IV) | Adjournment ............................................................................................ 5 |
| Chapter | III Attachments ....................................................................................... 6 |
| (I) | 2023 Annual Business Report .................................................................. 7 |
| (II) | Auditors' Report and Financial Statements ............................................. 11 |
| (III) | Audit Committee’s Review Report ........................................................... 35 |
| Chapter | IV Appendices ......................................................................................... 37 |
| (I) | Rules of Procedure for Shareholders' Meetings ...................................... 38 |
| (II) | Articles of Incorporation ........................................................................ 43 |
| (III) | Current Shareholding of the Board of Directors ..................................... 53 |
| (IV) | Other Supplementary Items ...................................................................... 54 |
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Chaintech Technology Corporation
2024 Shareholders' Annual Meeting Procedures and Agenda
Time: 9:00 a.m, June 14, 2024 (Friday)
Place: 2F., No. 223, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City, Taiwan (R.O.C.) (Taipei Innovation City Convention Center)
Method: Physical Shareholders' Meeting
I. Calling the Meeting to Order
II. Chairperson Remarks
III. Agenda
(I) Report Items
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2023 Annual Business Report.
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Audit Committee’s Review Report on the 2023 Financial Statements.
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Report on the distribution of remuneration for employees and directors in 2023.
(II) Proposals
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Acknowledge of the 2023 Annual Business Report and Financial Statements.
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Acknowledge of the 2023 Profit Distribution Plan.
(III) Extempore Motions
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(IV) Adjournment
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Report Items
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I. Please kindly peruse the Annual Business Report for 2023.
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Please refer to Pages 7~10 of the Handbook for the 2023 Annual Business Report.
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II. Please kindly peruse the Audit Committee’s Review Report for the 2023 Financial Statements.
Please refer to Pages 35~36 of the Handbook for the Audit Committee’s Review Report.
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III. Report on the distribution of remuneration for employees and directors in 2023.
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(I) In accordance with Article 19 of the Articles of Incorporation, if the Company has earnings, it shall set aside no less than 0.1% of the balance as remuneration to the employees and no greater than 6% of the balance as remuneration to directors.
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(II) The distribution of employee and directors' remuneration for 2023 was approved by the board of directors on March 13, 2024. The distribution is as follows:
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Employees' remuneration was NT$2,383,904 (distribution in cash)
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Directors' remuneration was NT$7,151,711 (distribution in cash)
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(III) The amount of the aforementioned remuneration is consistent with the estimated amount of expenses for 2023.
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Ratification Items
Proposal 1 Proposed by the Board of Directors
Proposal: Please kindly acknowledge the Annual Business Report and Financial Statements for 2023.
Explanation:
Please kindly acknowledge the CHAINTECH's Annual Business Report, Individual Financial Statements, and Consolidated Financial Statements for 2023 have been prepared and approved by the Board of Directors on March 23, 2024. The aforementioned Individual Financial Statements and Consolidated Financial Statements have been audited by CPAs Feng, Min-Chuan and Lin, Ya-Hui of PricewaterhouseCoopers (PwC) Taiwan. The CPAs have issued an Auditor's Report with unqualified opinion. Please refer to Attachment 1~3 (Pages 7 ~ 36).
Resolution:
Proposal 2 Proposed by the Board of Directors
Proposal: Please kindly acknowledge the Profit Distribution Plan for 2023.
Explanation:
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I. The Company began the period with unappropriated retained earnings of NT$787,334,698. The net profit after tax for the fiscal year 2023 is NT$161,901,273. After setting aside the 10% contributions legal reserve of NT$16,190,127, and the reversal special reserves of NT$72,556,840. The distributable earnings for the period reached NT$1,005,602,684. The proposed if distribute cash dividends to shareholders is NT$0.45 per share, totaling NT$43,424,474. The proposed earnings distribution statement is outlined below.
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II. After approval at the shareholders' meeting, the Chairman was authorized to establish the ex-dividend date, distribution date, and other related matters.
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III. The cash dividend is calculated based on the shares held by shareholders listed in the shareholder register as of the ex-dividend date. It is distributed proportionally, rounded to
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the nearest NT Dollar without decimal places, and the resulting aggregated amounts are recorded as other income in the company's financial statements.
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IV. In the event that the changes in capital affect the outstanding shares or the shareholder dividend rate is subsequently altered in this proposed distribution, the Chairman is authorized to manage and announce these circumstances.
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Resolution:
Chaintech Technology Corporation
Earnings Distribution Table for 2023
| Unit: NT$ | Unit: NT$ | |
|---|---|---|
| Item | Total Remark |
|
| Beginning undistributed retained earnings | 787,334,698 | |
| Add: Net profit after tax | 161,901,273 | |
| Less: 10% legal reserve | (16,190,127) | |
| Add: Reversal special reserve | 72,556,840 | |
| Distributable net profit | 1,005,602,684 | |
| Distributable items: | ||
| Cash dividends to shareholders (NT$0.45 per share) |
(43,424,474) | |
| Unappropriated retained earnings at the end of the period |
962,178,210 |
Note: All the earnings distribution of the year are provided from the distributable net profit after tax in 2023.
Chairman: Kao, Shu-Jung Manager: Kao, Shu-Jung Accounting Supervisor: Lai, Yu-Nu
Extempore Motions
Adjournment
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Attachments
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[Attachment 1]
Chaintech Technology Corporation
2023 Annual Business Report
I. 2023 Annual Business Results
The company recorded a consolidated operating revenue of NT$6,823,399 thousand in 2023, marking a 10.08% increase from NT$6,198,674 thousand in 2022. The net profit after tax is NT$233,205 thousand, with NT$161,901 thousand attributed to shareholders of the parent company. Earnings per share after tax stood at NT$1.68.
CHAINTECH's business results for 2023 and the 2024 annual business plan are outlined below:
(I) The implementation results of the business plan:
Unit: NT$ thousand, %
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Increase
Increase
Item 2023 2022 (Decrease)
(Decrease) %
Amount
Operating revenue 6,823,399 6,198,674 624,725 10.08
Gross profit 682,472 622,860 59,612 9.57
Operating income 225,121 314,086 (88,965) (28.33)
Net profit after tax 233,205 363,465 (130,260) (35.84)
Net profit attributed to
shareholders of the parent 161,901 320,372 (158,471) (49.46)
company
Net profit on
71,304 43,093 28,211 65.47
non-controlling interest
Net profit after tax per
1.68 3.32 (1.64) (49.40)
share ($)
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(II) Analysis of Financial Stability and Profitability:
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Year
2023 2022
Item
Financial Ratio of debt to total assets 31.15 28.05
structure Ratio of long-term fund to property, 136.83 11,259.40
% plant, and equipment
Current ratio 287.04 313.24
Solvency % Quick ratio 198.07 252.69
Times interest earned 27.79 55.97
Return on Assets % 7.06 11.19
Profitability Return on Equity % 9.66 16.65
% Net Profit Margin 3.42 5.86
Earnings per Share after Tax ($) 1.68 3.32
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II. Outline of 2024 Business Plan
In anticipation of future market changes, CHAINTECH has formulated the following business objectives, expected goals, and significant production marketing policy:
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(I) Business Objectives
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Marketing: Maintain and enhance close collaboration with distributors and agents, establish diverse sales channels, and strengthen partnerships with financially sound clients.
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Financial policy: Emphasize prudent operations and implementing stringent control for accounts receivable quality. Adhere to collecting payments within the stipulated time frame as per sales terms to safeguard assets. Prioritize order-based production and uphold minimal inventory levels to maintain the efficient operation of working capital.
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Research and Development Policy: Gain expertise in developing high-end motherboards optimized for extreme overclocking and advanced gaming. Actively pursue the development of associated software and hardware tools to reduce development timelines and maximize the integration of key R&D technologies across all projects. On the other hand, it has formally ventured into the design of large motherboards and power supplies for workstations and servers, developing high-power, flat, and ultra-thin models. In addition to ensuring stable performance for AI servers and workstations, it is actively expanding its software capabilities for remote control systems.
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(II) Sales Forecast and Supporting Information
As we enter into the first year of AI PC era in 2024, Lenovo Group Limited in Mainland China and IDC jointly unveiled the "AI PC Industry (China) White Paper" at the first AI PC Industry Innovation Forum. The "White Paper" highlights that every individual will have access to their own AI PC in the future, enabling us to operate our personal large-scale models. AI PCs will be indispensable personal AI assistants for individuals, households, and enterprises, positioning them as the most crucial product in the realm of AI.
NVIDIA has launched its GeForce RTX 40 SUPER series of GPUs in January 2024. It is anticipated that there will be a further resurgence in market demand driven by artificial intelligence technology for eSports and creators. Matt Wuebbling, Vice President of Global Marketing at NVIDIA GeForce, stated that the GeForce RTX SUPER GPU currently supports over 500 RTX games and applications, preparing users for the imminent wave of generative AI applications implement on PCs.
(III) Significant Production and Marketing Policy
Maintain connections with numerous suppliers and establish long-term strategic partnerships to ensure stable manufacturing capabilities and stable supply of raw materials. Continuously enhance research and development capabilities and product quality to deliver products that meet customer needs, while relentlessly expanding into new sales channels.
CHAINTECH is committed to preserving its financial stability and conducting steady operations in accordance with its established core values. In response to the rapidly evolving circuit board industry market, the focus is on optimizing the product portfolio and enhancing the proportion of mid-to-high-end products, along with its prices. Apart from investing in the AI industry, there's an ongoing expansion of high-end R&D personnel. The formation of a high-end motherboard R&D team underscores the dedication to thoroughly explore diverse industries, ensuring the company's sustainable growth and steady profits. On behalf of the CHAINTECH Technology Corporation management team, we would like to take this opportunity
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to express our sincere thanks to all shareholders for your continued support and encouragement.
Chairman: Kao, Shu-Jung Manager: Kao, Shu-Jung Accounting Supervisor: Lai, Yu-Nu
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Auditors' Report and Financial Statements [Attachment 2]
Independent Auditors' Report
(113) Cai-Shen-Bao-Zi No. 23005068
To Chaintech Technology Corporation:
Audit Opinions
The independent auditors have audited the accompanying consolidated balance sheets of Chaintech Technology Corporation and subsidiaries (hereinafter referred to as "the Group") as of December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for the years then ended, and the notes to the consolidated financial statements (including the summary of significant accounting policies).
In our opinions, the accompanying consolidated financial statements, in all material respects, give a true and fair view of the consolidated financial position of the Group as of December 31, 2023 and 2022, and of 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 the International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), International Financial Reporting Interpretations Committee (IFRIC) Interpretations, and Standing Interpretations Committee (SIC) Interpretations as endorsed and issued by the Financial Supervisory Commission of the Republic of China (the "FSC").
Basis of Audit Opinion
We conduct the audit work in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the GAAS of Republic of China. Our responsibilities under those standards are further described in the section of Responsibilities of Certified Public Accountants for Auditing the Consolidated Financial Statements. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to serve as the foundation of our audit opinion.
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Key Audit Matters
Key audit matters refer to matters that, in our professional judgment, are of most significance in our audit of the consolidated financial statement of the Group for the year ended December 31, 2023. These matters are addressed in the context of our audit of the consolidated financial statements as a whole, and in forming out opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the consolidated financial statement of the Group for the year ended December 31, 2023 are stated as follows:
Sales revenue cut-off
Description
Regarding the accounting policy for recognition of sales revenues, please refer to Notes 4 (bb) to the consolidated financial statements. For the description of sales revenue, please refer to Note 6 (q). to the consolidated financial statements.
The Group has engaged in the trading and manufacturing of computer peripherals. Sales revenue will not be recognized until customers take the delivery of goods from the warehouse and the transfer control has passed. The Group mainly relies on the statements or other information provided by the depositary of the delivery warehouse, then uses the actual shipment made by the warehouse to the customer as the basis for recognizing the income.
The recognition of the turnover from the warehouse is based on the information and report provided by the depositary as the basis for recognizing the sales revenue. Such revenue recognition generally involves a large number of manual operations. Considering that the volume of the shipments of the Group is large, and the amount of transaction before and after the financial date has a significant impact on the financial statements, the independent auditors have thus listed the sales revenue as the most important matter for this year's audit.
Corresponding audit procedures
We have performed the following key audit procedures for the matter mentioned above:
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Understand revenue recognition and adjustment procedures for revenue cut-off for shipment from the depository of warehouse of the Group. Then, inspect the appropriateness of the revenue's recognition from the warehouse, including understanding of the relevant internal control procedures, obtaining information and the statements
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provided by the depository.
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Carry out an internal control test for the sales revenue from the warehouse in order to make sure that the Group determine the sales recognition when the customer receives the delivery of goods and the right of control is transferred.
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Perform a closing test for sales revenue from delivery of warehouses for a certain period before and after the balance sheet date, including the verification of shipment certificates and that revenue recognition is recorded in the appropriate period.
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Make an written inquiry into the stock quantity in the warehouse and check if the inventory quantity on the record is correct.
Intangible assets- Goodwill impairment
Description
As of December 31, 2023, the balance of intangible assets -goodwill was $157,524. Please refer to Note IV(XIX) for the accounting policy on impairment assessment of non-financial assets; Please refer to Note V(II) for the estimation and assumption uncertainty in assessment of impairment of non-financial assets; Please refer to Note VI(XI) for the explanation of the assessment of impairment of non-financial assets. To assess whether intangible assets-goodwill are impaired, the Group estimates the future cash flows based on the cash-generating units to which the intangible assets-goodwill belong, and measures the recoverable amount of such cash-generating units at an appropriate discount rate. As the estimation of future cash flow involves many assumptions that may greatly affect the recoverable amount, we identify the Group's assessment of the goodwill impairment of intangible assets as one of the key audit matters for the year.
Corresponding audit procedures
We have performed the following key audit procedures for the matter mentioned above:
We have carried out the following audit procedures based on the goodwill impairment test report issued by a third-party valuation expert appointed by management:
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Assess the expertise, competence, and objectivity of the independent valuation experts appointed by management and verify their qualifications, and discuss with management the scope of work of the valuation experts and review the appointment conditions to verify that no conditions that may affect their objectivity or inhibit their work scope exist, and that the methods used by them are consistent with the IFRSs and industry regulations.
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Understand and evaluate the process and the basis where management has made its projections of the growth rate of the future operations in terms of sales and profit margin.
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Adopt the evaluation models and important assumptions (including discount rate, etc.) provided by financial experts of our firm, compare the data in assumptions made by management to market and historical data, and check the calculation to ensure the appropriateness of management's judgment.
Other Matters – Parent Company Only Financial Statements
We have also audited the parent company only financial statements of Chaintech Technology Corporation for the years ended December 31, 2023 and 2022, for which we have issued the audit report with an unqualified opinion for reference.
Responsibility of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," and the International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), International Financial Reporting Interpretations Committee (IFRIC) Interpretations, and Standing Interpretations Committee (SIC) Interpretations as endorsed and issued by the FSC, 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, the responsibility of management includes assessing the Group's ability to continue as a going concern, disclosing going concern related matters, as well as adopting going concern basis of accounting unless management intends to liquidate the Group or terminate the business, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Responsibilities of Certified Public Accountants for Auditing 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
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Standards of Republic of China will always detect a material misstatement when it exists. Misstatements may arise from fraud and error. If it could be reasonably anticipated that the misstated individual amounts or aggregated sum could have influence on the economic decisions made by the users of the consolidated financial statements, it will be deemed as material.
As part of an audit in accordance with the Auditing Standards of Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also execute the following tasks:
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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 that 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 adopted by the management and the reasonableness of the accounting estimates and related disclosures made accordingly.
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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, determine 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, we are required to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or circumstances may cause the Group to no longer continue as a going concern.
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Evaluate the overall expression, structure, and contents of the consolidated financial statements (including related notes) 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 and appropriate audit evidence with regard to the financial information of the entities within the Group to express an opinion about the consolidated financial
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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 the Norm 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 are of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PwC Taiwan
Feng, Min-Chuan
Certified Public Accountants
Lin, Ya-Hui
Former Securities and Futures Bureau, Financial Supervisory Commission Approved Certification Number: Jin-Guan-Zheng-Liu-Zi No. 0960038033 Financial Supervisory Commission Approved Certification Number: Jin-Guan-Zheng-Shen-Zi No. 1070323061
March 13, 2024
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Chaintech Technology Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2023 and 2022
Unit: NT$ thousands
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December 31, 2023 December 31, 2022
Assets Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents VI(I) $ 1,089,206 30 $ 1,061,262 33
1110 Financial asset at fair value through VI(II)
profit and loss - current 34,616 1 115,490 4
1136 Financial assets measured at VI(I) and VIII
amortized cost - current 36,540 1 31,239 1
1150 Notes receivable, net VI(IV) 865 - 11,831 -
1170 Accounts receivable, net VI(IV) 369,210 10 455,441 14
1180 Accounts receivable from related VI(IV) and VII
parties, net 613,845 17 525,568 17
1200 Other receivables 2,696 - 3,532 -
1220 Current tax assets 6,231 - 5,636 -
130X Inventories VI(V) 706,082 19 401,229 13
1410 Prepayments VI(VI) 266,486 7 129,049 4
1470 Other current assets - - 2,932 -
11XX Total current assets 3,125,777 85 2,743,209 86
Non-current assets
1517 Non-current financial assets at fair VI(III)
value through other comprehensive
income 227,325 6 142,383 4
1550 Investments using equity method VI(VII) - - - -
1600 Property, plant and equipment VI(VIII) 18,423 1 20,490 1
1755 Right-of-use assets VI(IX) 33,008 1 39,528 1
1780 Intangible assets VI(X) 177,239 5 181,275 6
1840 Deferred tax assets VI(XXIII) 34,841 1 32,561 1
1900 Other non-current assets 44,518 1 46,876 1
15XX Total non-current assets 535,354 15 463,113 14
1XXX Total assets $ 3,661,131 100 $ 3,206,322 100
Current liabilities
2100 Short-term borrowings VI(XII) and VIII $ 196,735 5 $ 145,464 4
2130 Current contract liabilities VI(XVII) 137,588 4 68,618 2
2150 Notes payable VIII 198,287 5 115,737 4
2170 Accounts payable 372,795 10 324,143 10
2180 Accounts payable to related parties VII - - 6,397 -
2200 Other payables VI(XIII) and VII 128,530 4 120,380 4
2230 Current tax liabilities
36,904 1 73,462 2
2280 Current lease liabilities
17,766 1 21,326 1
2300 Other current liabilities 379 - 223 -
21XX Total current liabilities
1,088,984 30 875,750 27
Non-current liabilities
2570 Deferred tax liabilities VI(XXIII) 34,920 1 3,722 -
2580 Non-current lease liabilities 16,028 - 19,181 1
2600 Other non-current liabilities 382 - 618 -
25XX Total non-current liabilities
51,330 1 23,521 1
2XXX Total liabilities
1,140,314 31 899,271 28
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Chaintech Technology Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2023 and 2022
Unit: NT$ thousands
| Liabilities and equity | December 31, 2023 December 31, 2022 Notes Amount % Amount % VI(XV) 964,988 27 964,988 30 100 - 100 - VI(XVI) 191,571 5 159,534 5 79,273 2 29,249 1 949,236 26 946,595 29 ( 6,716) - ( 79,273) ( 2) VI(XV) - - - - 2,178,452 60 2,021,193 63 342,365 9 285,858 9 2,520,817 69 2,307,051 72 IX $ 3,661,131 100 $ 3,206,322 100 |
|---|---|
| Equity Equity attributable to owners of the parent Share capital 3110 Ordinary shares Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity 3400 Other equity 3500 Treasury shares 31XX Total equity attributable to owners of the parent 36XX Non-controlling interests 3XXX Total equity Significant Contingent Liabilities and Unrecognized Contract Commitments 3X2X Total liabilities and equity |
The accompanying notes are an integral part of the consolidated financial statements. Please refer to them as well.
Chairman: Kao, Shu-Jung
Accounting Supervisor: Lai, Yu-Nu
Manager: Kao, Shu-Jung
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Chaintech Technology Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2023 and 2022
Unit: NT$ thousands (EPS in NT$)
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2023 2022
Item Notes Amount % Amount %
4000 Operating revenue VI(XVII) and
VII $ 6,823,399 100 $ 6,198,674 100
5000 Operating costs VI(V)(XXI)
(XXII) and VII ( 6,140,927) ( 90) ( 5,575,814) ( 90)
5950 Gross profit from operations 682,472 10 622,860 10
Operating expenses VI(XXI)
(XXII) and VII
6100 Selling expenses ( 168,150) ( 3) ( 131,223) ( 2)
6200 Administrative expenses ( 162,286) ( 2) ( 148,139) ( 2)
6300 Research and development
expenses ( 135,101) ( 2) ( 33,798) ( 1)
6450 Gain on expected credit losses XII(II) 8,186 - 4,386 -
6000 Total operating expenses ( 457,351) ( 7) ( 308,774) ( 5)
6900 Operating income 225,121 3 314,086 5
Non-operating income and
expenses
7100 Interest income 18,510 - 3,817 -
7010 Other income VI(XVIII) 73,990 1 17,166 -
7020 Other gains and losses VI(XIX) ( 2,773) - 103,653 2
7050 Financial costs VI(XX) ( 11,330) - ( 7,838) -
7060 Share of profit or loss of VI(VII)
associates and joint ventures
accounted for using equity
method - - - -
7000 Total non-operating income
and expenses 78,397 1 116,798 2
7900 Profit before tax 303,518 4 430,884 7
7950 Tax expense VI(XXIII) ( 70,313) ( 1) ( 67,419) ( 1)
8200 Profit $ 233,205 3 $ 363,465 6
Other comprehensive income,
net
Items that will not be
reclassified to profit or loss
8316 Unrealized valuation gain (loss) VI(III)
on equity instruments measured
at fair value through other
comprehensive income $ 84,942 1 ($ 58,102) ( 1)
8310 Total amount of items that will
not be reclassified to profit or
loss 84,942 1 ( 58,102) ( 1)
Items that may be reclassified
subsequently to profit or loss
8361 Exchange differences on
translation of financial
- -
statements of foreign operation ( 18,717) 11,629
8360 Total amount of items that may
be reclassified subsequently to
- -
profit or loss ( 18,717) 11,629
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Chaintech Technology Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2023 and 2022
Unit: NT$ thousands (EPS in NT$)
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2023 2022
Item Notes Amount % Amount %
8300 Other comprehensive income,
net $ 66,225 1 ($ 46,473) ( 1)
8500 Total comprehensive income
(loss) $ 299,430 4 $ 316,992 5
Net income attributable to:
8610 Owners of the parent $ 161,901 2 $ 320,372 5
8620 Non-controlling interests 71,304 1 43,093 1
$ 233,205 3 $ 363,465 6
Total comprehensive income
attributable to:
8710 Owners of the parent $ 234,458 3 $ 270,348 4
8720 Non-controlling interests 64,972 1 46,644 1
$ 299,430 4 $ 316,992 5
Earnings per share VI(XXIV)
9750 Basic earnings per share $ 1.68 $ 3.32
9850 Diluted earnings per share $ 1.68 $ 3.31
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The accompanying notes are an integral part of the consolidated financial statements. Please refer to them as well.
Chairman: Kao, Shu-Jung
Manager: Kao, Shu-Jung Accounting Supervisor: Lai, Yu-Nu
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Chaintech Technology Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2023 and 2022
Unit: NT$ thousands
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Equity attributable to owners of the parent
Retained earnings Other equity
Capital surplus -
changes in the net
value of the
equity of
associates and Exchange differences Unrealized gains
joint venture on the translation of (losses) on financial
accounted for the financial assets at fair value
using equity Unappropriated statements of foreign through other Non-controlling
Notes Ordinary shares method Legal reserve Special reserve retained earnings operations comprehensive income Treasury shares Total interests Total equity
2022
Balance as of January 1, 2022 $ 1,014,988 $ 100 $ 147,312 $ 39,701 $ 787,638 ($ 44,750 ) $ 15,501 ($ 151,746 ) $ 1,808,744 $ 248,317 $ 2,057,061
Profit - - - - 320,372 - - - 320,372 43,093 363,465
Other comprehensive income (loss) - - - - - 8,078 ( 58,102 ) - ( 50,024 ) 3,551 ( 46,473 )
Total comprehensive income (loss) - - - - 320,372 8,078 ( 58,102 ) - 270,348 46,644 316,992
Appropriation and distribution of earnings for 2021 VI(XVI)
Legal reserve appropriated - - 12,222 - ( 12,222 ) - - - - - -
Special reserve reversed - - - ( 10,452 ) 10,452 - - - - - -
Cash dividends - - - - ( 57,899 ) - - - ( 57,899 ) - ( 57,899 )
Retirement of treasury shares ( 50,000 ) - - - ( 101,746 ) - - 151,746 - - -
Cash dividends paid of consolidated subsidiaries - - - - - - - - - ( 9,103 ) ( 9,103 )
Balance as of December 31, 2022 $ 964,988 $ 100 $ 159,534 $ 29,249 $ 946,595 ($ 36,672 ) ($ 42,601 ) $ - $ 2,021,193 $ 285,858 $ 2,307,051
2023
Balance as of January 1, 2023 $ 964,988 $ 100 $ 159,534 $ 29,249 $ 946,595 ($ 36,672 ) ($ 42,601 ) $ - $ 2,021,193 $ 285,858 $ 2,307,051
Profit - - - - 161,901 - - - 161,901 71,304 233,205
Other comprehensive income (loss) - - - - - ( 12,385 ) 84,942 - 72,557 ( 6,332 ) 66,225
Total comprehensive income (loss) - - - - 161,901 ( 12,385 ) 84,942 - 234,458 64,972 299,430
Appropriation and distribution of earnings for 2022 VI(XVI)
Legal reserve appropriated - - 32,037 - ( 32,037 ) - - - - - -
Special reserve appropriated - - - 50,024 ( 50,024 ) - - - - - -
Cash dividends - - - - ( 77,199 ) - - - ( 77,199 ) - ( 77,199 )
Cash dividends paid of consolidated subsidiaries - - - - - - - - - ( 8,465 ) ( 8,465 )
Balance as of December 31, 2023 $ 964,988 $ 100 $ 191,571 $ 79,273 $ 949,236 ($ 49,057 ) $ 42,341 $ - $ 2,178,452 $ 342,365 $ 2,520,817
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The accompanying notes are an integral part of the consolidated financial statements. Please refer to them as well.
Chairman: Kao, Shu-Jung
Manager: Kao, Shu-Jung
Accounting Supervisor: Lai, Yu-Nu
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Chaintech Technology Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2023 and 2022
| Unit: NT$ thousands | |||||||
|---|---|---|---|---|---|---|---|
| (EPS in NT$) | |||||||
| Cash flows from operating activities | |||||||
| Profit before tax | $ | 303,518 | $ | 430,884 | |||
| Adjustments | |||||||
| Adjustments to reconcile profit (loss) | |||||||
| Depreciation expenses | VI(VIII)(XXI) | 5,592 | 16,078 | ||||
| Depreciation expenses of right-of-use assets | VI(IX)(XXI) | 21,361 | 19,444 | ||||
| Amortization expenses | VI(X)(XXI) | 6,502 | 3,687 | ||||
| Loss (gain) on expected credit losses | XII(II) | ( | 8,186 ) | ( | 4,386 ) | ||
| Net gain on financial assets at fair value through | VI(II)(XIX) | ||||||
| profit or loss | ( | 1,996 ) | ( | 2,248 ) | |||
| Interest expenses | VI(XX) | 11,330 | 7,838 | ||||
| Interest income | ( | 18,510 ) | ( | 3,817 ) | |||
| Dividend income | VI(XVIII) | ( | 7,015 ) | ( | 6,100 ) | ||
| Loss on disposal of property, plant, and equipment | VI(XIX) | 19 | 3 | ||||
| Changes in operating assets and liabilities | |||||||
| Net changes in operating assets | |||||||
| Financial assets at fair value through profit or | |||||||
| loss | 78,751 | ( | 50,339 ) | ||||
| Notes receivable | 10,748 | ( | 11,831 ) | ||||
| Accounts receivable (including related parties) | ( | 8,426 ) | 448,019 | ||||
| Other receivables | 836 | 3,325 | |||||
| Inventories | ( | 310,056 ) | 103,366 | ||||
| Prepayments | ( | 137,437 ) | 80,554 | ||||
| Other current assets | 2,932 | ( | 2,932 ) | ||||
| Other non-current assets | 2,358 | 2,084 | |||||
| Net changes in operating liabilities | |||||||
| Contract liabilities | 68,970 | ( | 43,059 ) | ||||
| Notes payable | 84,675 | 115,737 | |||||
| Accounts payable (including related parties) | 46,478 | ( | 449,144 ) | ||||
| Other payables | 8,897 | 1,104 | |||||
| Other current liabilities | 156 | ( | 8,407 ) | ||||
| Other non-current liabilities | - | ( | 3,803 ) | ||||
| Cash flows generated from operations | 161,497 | 646,057 | |||||
| Interest received | 18,510 | 3,817 | |||||
| Dividends received | 7,015 | 6,100 | |||||
| Interest paid | ( | 11,251 ) | ( | 8,088 ) | |||
| Income tax paid | ( | 78,548 ) | ( | 61,977 ) | |||
| Net cash flows generated from operating | |||||||
| activities | 97,223 | 585,909 | |||||
| Cash flows from investing activities | |||||||
| Acquisition of property, plant and equipment | VI(VIII) | ( | 3,988 ) | ( | 13,221 ) | ||
| (Increase) decrease in current financial assets measured | |||||||
| at amortized cost | ( | 5,301 ) | 2,608 | ||||
| Acquisition of Intangible assets | VI(X) | ( | 5,693 ) | ( | 10,844 ) | ||
| Net cash flows used in investing activities | ( | 14,982 ) | ( | 21,457 ) | |||
| Cash flows from financing activities | |||||||
| Increase (decrease) in short-term borrowings | VI(XXVI) | 53,944 | ( | 81,376 ) | |||
| Decrease in guarantee deposits received | VI(XXVI) | ( | 225 ) | ( | 657 ) | ||
| Repayments of lease liabilities | VI(XXVI) | ( | 21,516 ) | ( | 20,343 ) | ||
| Cash dividends paid | VI(XVI) | ( | 77,199 ) | ( | 57,899 ) | ||
| Cash dividends paid of consolidated subsidiaries | ( | 8,465 ) | ( | 9,103 ) | |||
| Net cash flows used in financing activities | ( | 53,461 ) | ( | 169,378 ) | |||
| Effect of exchange rate changes | ( | 836 ) | ( | 26,810 ) | |||
| Net decrease in cash and cash equivalents | 27,944 | 368,264 | |||||
| Cash and cash equivalents at beginning of period | 1,061,262 | 692,998 | |||||
| Cash and cash equivalents at end of period | $ | 1,089,206 | $ | 1,061,262 |
The accompanying notes are an integral part of the consolidated financial statements. Please refer to them as well. Chairman: Kao, Shu-Jung Manager: Kao, Shu-Jung Accounting Supervisor: Lai, Yu-Nu
Accounting Supervisor: Lai, Yu-Nu
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Independent Auditors' Report
(113) Cai-Shen-Bao-Zi No. 23005068
To Chaintech Technology Corporation:
Audit Opinions
The independent auditors have audited the accompanying parent company only balance sheets of Chaintech Technology Corporation (hereinafter referred to as "the Company") as of December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, parent company only statements of changes in equity, and parent company only statements of cash flows for the years then ended, and the notes to the parent company only financial statements (including the summary of significant accounting policies).
In our opinions, the accompanying parent company only financial statements, in all material respects, give a true and fair view of the parent company only financial position of the Company as of December 31, 2023 and 2022, and of its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers."
Basis of Audit Opinion
We conduct the audit work in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the GAAS of Republic of China. Our responsibilities under those standards are further described in the section of Responsibilities of Certified Public Accountants for Auditing the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to serve as the foundation of our audit opinion.
Key Audit Matters
Key audit matters refer to matters that, in our professional judgment, are of most significance in our audit of the parent company only financial statement of the Company for the year ended December 31, 2023. These matters are addressed in the context of our audit of the parent company only financial statements as a whole, and in forming out opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the parent company only financial statement of the Company for the
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year ended December 31, 2023 are stated as follows:
Sales revenue cut-off
Description
Regarding the accounting policy for recognition of sales revenues, please refer to Note IV(XXVII) to the parent company only financial statements. For the description of sales revenue, please refer to Note VI(XIII) to the parent company only financial statements.
The Company has engaged in the trading and manufacturing of computer peripherals. Sales revenue will not be recognized until customers take the delivery of goods from the warehouse and the transfer control has passed. The Company mainly relies on the statements or other information provided by the depositary of the delivery warehouse, then uses the actual shipment made by the warehouse to the customer as the basis for recognizing the income.
The recognition of the turnover from the warehouse is based on the information and report provided by the depositary as the basis for recognizing the sales revenue. These revenue recognitions generally involve a large number of manual operations. Considering that the volume of the shipments of the Company is large, and the amount of transaction before and after the financial statement date has a significant impact on the financial statements, the independent auditors have thus listed the sales revenue as the most important matter for this year's audit.
Corresponding audit procedures
We have performed the following key audit procedures for the matter mentioned above:
-
Understand revenue recognition and adjustment procedures for revenue cut-off for shipment from the depository of warehouse of the Company. Then, inspect the appropriateness of the revenue's recognition from the warehouse, including understanding of the relevant internal control procedures, obtaining information and the statements provided by the depository.
-
Carry out an internal control test for the sales revenue from the warehouse in order to make sure that the Company determines the sales recognition when the customer receives the delivery of goods and the right of control is transferred.
-
Perform a closing test for sales revenue from delivery of warehouses for a certain period before and after the balance sheet date, including the verification of shipment certificates and that revenue recognition is recorded in the appropriate period.
-
Make an written inquiry into the stock quantity in the warehouse and check if the inventory quantity on the record is correct.
-
24 -
Assessment of impairment of intangible assets by Shenzhen Jinghong Digital R&D Service Co., Ltd. - investments accounted for using the equity method
Description
Regarding the accounting policy for assessment of impairment of investments accounted for using the equity method, please refer to Note IV(XVIII) to the parent company only financial statements. For the estimation and assumption uncertainty in assessment of impairment of investments accounted for using the equity method, please refer to Note V(II) to the parent company only financial statements.
In 2019, the Company had a 51% equity interest in Sitonholy (Tianjin) Technology Co., Ltd. through Shenzhen Jinghong Digital R&D Service Co., Ltd. Goodwill and customer relationships were recognized in investments accounted for using the equity method according to the equity purchase contract. This has a significant impact on the parent company only financial statements of the Company.
To assess whether intangible assets are impaired, Shenzhen Jinghong Digital R&D Service Co., Ltd. estimates the future cash flows based on the cash-generating units to which the intangible assets belong, and measures the recoverable amount of such cash-generating units at an appropriate discount rate. As the estimation of future cash flow involves many assumptions that may greatly affect the recoverable amount, we identify the assessment of the impairment of intangible assets by Shenzhen Jinghong Digital R&D Service Co., Ltd. as one of the key audit matters for the year.
Corresponding audit procedures
We have performed the following key audit procedures for the matter mentioned above:
We have carried out the following audit procedures based on the goodwill impairment test report issued by a third-party valuation expert appointed by management:
-
Assess the expertise, competence, and objectivity of the independent valuation experts appointed by management and verify their qualifications, and discuss with management the scope of work of the valuation experts and review the appointment conditions to verify that no conditions that may affect their objectivity or inhibit their work scope exist, and that the methods used by them are consistent with the IFRSs and industry regulations.
-
Understand and evaluate the process and the basis where management has made its projections of the growth rate of the future operations in terms of sales and profit margin.
-
Adopt the evaluation models and important assumptions (including discount rate, etc.)
-
25 -
provided by financial experts of our firm, compare the data in assumptions made by management to market and historical data, and check the calculation to ensure the appropriateness of management's judgment.
Responsibility of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, the responsibility of management includes assessing the Company's ability to continue as a going concern, disclosing going concern related matters, as well as adopting going concern basis of accounting unless the management intends to liquidate the Company or terminate the business, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Responsibilities of Certified Public Accountants for Auditing the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Auditing Standards of Republic of China will always detect a material misstatement when it exists. Misstatements may arise from fraud or error. If it could be reasonably anticipated that the misstated individual amounts or aggregated sum could have influence on the economic decisions made by the users of the parent company only financial statements, it will be deemed as material.
As part of an audit in accordance with the Auditing Standards of Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also execute the following tasks:
-
Identify and assess the risks of material misstatement of the parent company only financial
-
26 -
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 that 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 adopted by the management and the reasonableness of the accounting estimates and related disclosures made accordingly.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, determine whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements; or, if such disclosures are inadequate, we are required to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or circumstances may cause the Company to no longer continue as a going concern.
-
Evaluate the overall expression, structure, and contents of the parent company only financial statements (including related notes) and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence with regard to the financial information of the entities within the Company to express an opinion about the parent company only 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 the Norm 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,
- 27 -
related safeguards.
From the matters communicated with those charged with governance, we determine those matters that are of most significance in the audit of the parent company only financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PwC Taiwan
Feng, Min-Chuan
Certified Public Accountants
Lin, Ya-Hui
Former Securities and Futures Bureau, Financial Supervisory Commission Approved Certification Number: Jin-Guan-Zheng-Liu-Zi No. 0960038033 Financial Supervisory Commission Approved Certification Number: Jin-Guan-Zheng-Shen-Zi No. 1070323061
March 13, 2024
- 28 -
Chaintech Technology Corporation Parent Company Only Balance Sheets December 31, 2023 and 2022
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Unit: NT$ thousands
December 31, 2023 December 31, 2022
Assets Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents VI(I) $ 573,792 22 $ 601,127 26
1136 Financial assets measured at VI(I) and VIII
amortized cost - current 9,252 - 4,621 -
1170 Accounts receivable, net VI(III) 192,910 8 190,514 9
1180 Accounts receivable from related VI(III) and VII
parties, net 613,845 24 525,568 23
130X Inventories VI(IV) 199,703 8 118,208 5
1470 Other current assets VIII 9,384 - 5,094 -
11XX Total current assets 1,598,886 62 1,445,132 63
Non-current assets
1517 Non-current financial assets at fair VI(II)
value through other comprehensive
income 227,325 9 142,383 6
1550 Investments using equity method VI(V) 673,115 26 610,557 27
1600 Property, plant and equipment VI(VI) 8,216 - 8,995 -
1755 Right-of-use assets VI(VII) 13,485 1 11,033 1
1780 Intangible assets VI(VIII) 4,208 - 2,222 -
1840 Deferred tax assets VI(XIX) 34,841 1 32,561 2
1900 Other non-current assets 31,513 1 31,974 1
15XX Total non-current assets 992,703 38 839,725 37
1XXX Total assets $ 2,591,589 100 $ 2,284,857 100
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(Continued)
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Chaintech Technology Corporation Parent Company Only Balance Sheets December 31, 2023 and 2022
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----- Start of picture text -----
Unit: NT$ thousands
December 31, 2023 December 31, 2022
Liabilities and equity Notes Amount % Amount %
Current liabilities
2100 Short-term borrowings VI(IX) $ 45,290 2 $ - -
2130 Current contract liabilities VI(XIII) 100 - 118 -
2170 Accounts payable 229,877 9 100,675 5
2200 Other payables VII 52,047 2 74,227 3
2230 Current tax liabilities 36,902 1 73,462 3
2280 Current lease liabilities 5,656 - 5,643 -
2300 Other current liabilities 379 - 223 -
21XX Total current liabilities 370,251 14 254,348 11
2570 Deferred tax liabilities VI(XIX) 34,920 2 3,721 -
2580 Non-current lease liabilities 7,966 - 5,595 1
25XX Total non-current liabilities 42,886 2 9,316 1
2XXX Total liabilities 413,137 16 263,664 12
Equity
Share capital VI(X)
3110 Ordinary shares VI(XI) 964,988 37 964,988 42
3200 Capital surplus 100 - 100 -
Retained earnings VI(XII)
3310 Legal reserve 191,571 7 159,534 7
3320 Special reserve 79,273 3 29,249 1
3350 Unappropriated retained earnings 949,236 37 946,595 42
Other equity
3400 Other equity ( 6,716) - ( 79,273) ( 4)
3500 Treasury shares VI(XI) - - - -
3XXX Total equity 2,178,452 84 2,021,193 88
Significant Contingent Liabilities and IX
Unrecognized Contract Commitments
3X2X Total liabilities and equity $ 2,591,589 100 $ 2,284,857 100
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The accompanying notes are an integral part of the parent company only financial statements. Please refer to them as well.
Chairman: Kao, Shu-Jung
Accounting Supervisor: Lai, Yu-Nu
Manager: Kao, Shu-Jung
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Chaintech Technology Corporation Parent Company Only Statements of Comprehensive Income January 1 to December 31, 2023 and 2022
Unit: NT$ thousands (EPS in NT$)
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----- Start of picture text -----
2023 2022
Item Notes Amount % Amount %
4000 Operating revenue VI(XIII) and VII $ 3,286,618 100 $ 3,900,444 100
5000 Operating costs VI(IV)(XVII)
(XVIII) and VII ( 3,022,797) ( 92) ( 3,565,324) ( 92)
5950 Gross profit from operations 263,821 8 335,120 8
Operating expenses VI(XVII)(XVIII)
and VII
6100 Selling expenses ( 39,316) ( 1) ( 48,732) ( 1)
6200 Administrative expenses ( 31,327) ( 1) ( 32,155) ( 1)
6300 Research and development
expenses ( 67,796) ( 2) ( 15,084) -
6450 Gain on expected credit losses XII(II) 6,655 - 2,152 -
6000 Total operating expenses ( 131,784) ( 4) ( 93,819) ( 2)
6900 Operating income 132,037 4 241,301 6
Non-operating income and
expenses
7100 Interest income 13,218 - 1,650 -
7010 Other income VI(XIV) 18,765 1 6,295 -
7020 Other gains and losses VI(XV) ( 4,049) - 99,185 3
7050 Financial costs VI(XVI) ( 6,059) - ( 5,281) -
7070 Share of profit or loss of VI(V)
subsidiaries, associates, and joint
ventures accounted for using
equity method 74,943 2 44,639 1
7000 Total non-operating income
and expenses 96,818 3 146,488 4
7900 Profit before tax 228,855 7 387,789 10
7950 Tax expense VI(XIX) ( 66,954) ( 2) ( 67,417) ( 2)
8200 Profit $ 161,901 5 $ 320,372 8
Other comprehensive income,
net
Items that will not be reclassified
to profit or loss
8316 Unrealized valuation gain (loss) VI(II)
on equity instruments measured
at fair value through other
comprehensive income $ 84,942 2 ($ 58,102) ( 1)
8310 Total amount of items that will
not be reclassified to profit or
loss 84,942 2 ( 58,102) ( 1)
Items that may be reclassified
subsequently to profit or loss
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(Continued)
The accompanying notes are an integral part of the parent company only financial statements. Please refer to them as well.
Chairman: Kao, Shu-Jung
Accounting Supervisor: Lai, Yu-Nu
Manager: Kao, Shu-Jung
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Chaintech Technology Corporation Parent Company Only Statements of Comprehensive Income January 1 to December 31, 2023 and 2022
Unit: NT$ thousands (EPS in NT$)
| Item | 2023 Notes Amount VI(V) ( 12,385) ( 12,385) $ 72,557 $ 234,458 VI(XX) $ VI(XX) $ |
2023 | % - - 2 7 1.68 1.68 |
2022 |
|---|---|---|---|---|
| 8361 Exchange differences on translation of financial statements of foreign operation 8360 Total amount of items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income, net 8500 Total comprehensive income (loss) Basic earnings per share 9750 Profit Diluted earnings per share 9850 Profit |
||||
| $ |
The accompanying notes are an integral part of the parent company only financial statements. Please refer to them as well.
Chairman: Kao, Shu-Jung
Accounting Supervisor: Lai, Yu-Nu
Manager: Kao, Shu-Jung
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Chaintech Technology Corporation Parent Company Only Statements of Changes in Equity January 1 to December 31, 2023 and 2022
Unit: NT$ thousands
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----- Start of picture text -----
Retained earnings Other equity
Capital surplus -
changes in the Unrealized
net value of the gains (losses)
equity of on financial
associates and Exchange differences assets at fair
joint venture on the translation of value through
accounted for the financial other
using equity Unappropriated statements of foreign comprehensive
Notes Ordinary shares method Legal reserve Special reserve retained earnings operations income Treasury shares Total equity
ance as of January 1, 2022 $ 1,014,988 $ 100 $ 147,312 $ 39,701 $ 787,638 ($ 44,750 ) $ 15,501 ($ 151,746 ) $ 1,808,744
fit - - - - 320,372 - - - 320,372
er comprehensive income
s) - - - - - 8,078 ( 58,102 ) - ( 50,024 )
al comprehensive income
s) - - - - 320,372 8,078 ( 58,102 ) - 270,348
ropriation and distribution VI(XII)
arnings for 2021:
egal reserve appropriated - - 12,222 - ( 12,222 ) - - - -
pecial reserve reversed - - - ( 10,452 ) 10,452 - - - -
ash dividends paid - - - - ( 57,899 ) - - - ( 57,899 )
rement of treasury shares ( 50,000 ) - - - ( 101,746 ) - - 151,746 -
ance as of December 31,
2 $ 964,988 $ 100 $ 159,534 $ 29,249 $ 946,595 ($ 36,672 ) ($ 42,601 ) $ - $ 2,021,193
ance as of January 1, 2023 $ 964,988 $ 100 $ 159,534 $ 29,249 $ 946,595 ($ 36,672 ) ($ 42,601 ) $ - $ 2,021,193
fit - - - - 161,901 - - - 161,901
er comprehensive income
s) - - - - - ( 12,385 ) 84,942 - 72,557
al comprehensive income
s) - - - - 161,901 ( 12,385 ) 84,942 - 234,458
ropriation and distribution VI(XII)
arnings for 2022:
egal reserve appropriated - - 32,037 - ( 32,037 ) - - - -
pecial reserve appropriated - - - 50,024 ( 50,024 ) - - - -
ash dividends paid - - - - ( 77,199 ) - - - ( 77,199 )
ance as of December 31,
3 $ 964,988 $ 100 $ 191,571 $ 79,273 $ 949,236 ($ 49,057 ) $ 42,341 $ - $ 2,178,452
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The accompanying notes are an integral part of the parent company only financial statements. Please refer to them as well.
Manager: Kao, Shu-Jung
Accounting Supervisor: Lai, Yu-Nu
- 33 -
Chaintech Technology Corporation Parent Company Only Statements of Cash Flows January 1 to December 31, 2023 and 2022
| Cash flows from operating activities Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation expenses Depreciation expenses of right-of-use assets Gain from reversal of expected credit losses Amortization expenses Interest income Interest expenses Dividend income Share of profit of subsidiaries accounted for using equity method Changes in operating assets and liabilities Net changes in operating assets Accounts receivable (including related parties) Inventories Other current assets Other non-current assets Net changes in operating liabilities Accounts payable (including related parties) Contract liabilities Other payables Other current liabilities Cash flows generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows generated from operating activities Cash flows from investing activities Acquisition of property, plant and equipment (Increase) decrease in current financial assets measured at amortized cost Acquisition of Intangible assets Decrease (increase) in prepayments for business facilities Increase in refundable deposits Net cash flows (used in) generated from investing activities Cash flows from financing activities Increase (decrease) in short-term borrowings Repayments of lease liabilities Cash dividends paid Net cash flows used in financing activities (Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Unit: NT$ thousands Notes January 1 to December31,2023 January 1 to December31,2022 $ 228,855 $ 387,789 VI(VI)(XVII) 3,032 10,831 VI(VII)(XVII) 5,575 4,210 XII(II) ( 6,655 ) ( 2,152 ) VI(VIII)(XVII) 1,016 129 ( 13,218 ) ( 1,650 ) VI(XVI) 6,059 5,281 VI(XIV) ( 7,015 ) ( 6,100 ) VI(V) ( 74,943 ) ( 44,639 ) ( 84,018 ) 358,069 ( 81,495 ) 100,906 ( 4,290 ) ( 1,117 ) ( 163 ) ( 247 ) 129,202 ( 252,781 ) ( 18 ) ( 522 ) ( 22,272 ) 16,705 156 120 79,808 574,832 13,218 1,650 7,015 6,100 ( 5,967 ) ( 5,530 ) ( 74,595 ) ( 56,184 ) 19,479 520,868 VI(VI) ( 2,253 ) ( 10,236 ) ( 4,631 ) 29,226 VI(VIII) ( 3,002 ) ( 2,351 ) 624 ( 624 ) - ( 750 ) ( 9,262 ) 15,265 VI(XXI) 45,290 ( 226,840 ) VI(XXI) ( 5,643 ) ( 4,178 ) VI(XII) ( 77,199 ) ( 57,899 ) ( 37,552 ) ( 288,917 ) ( 27,335 ) 247,216 601,127 353,911 $ 573,792 $ 601,127 |
|---|---|
The accompanying notes are an integral part of the parent company only financial statements. Please refer to them as well.
Chairman: Kao, Shu-Jung Manager: Kao, Shu-Jung
Accounting Supervisor: Lai, Yu-Nu
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[Attachment 3]
Chaintech Technology Corporation Audit Committee’s Review Report
Whereas
The Financial Report and Consolidated Financial Report for 2023, issued by CHAINTECH's Board of Directors, underwent auditing by CPA Feng, Min-Chuan and CPA Lin, Ya-Hui from PricewaterhouseCoopers (PwC) Taiwan. These reports along with the Annual Business Report proposal, upon review by the Audit Committee, it was found that there are no discrepancies. Therefore, in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, a report has been prepared.
Please review.
Sincerely,
CHAINTECH Annual Meeting of Shareholders in 2024
Chaintech Technology Corporation Convenor of the Audit Committee: Yang, Hsin-Ying
March 13, 2024
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Chaintech Technology Corporation
Audit Committee’s Review Report
Whereas
The proposal of the profit distribution for 2023 issued by CHAINTECH's Board of Directors, upon review by the Audit Committee, it was found that there are no discrepancies. Therefore, in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, a report has been prepared.
Please review.
Sincerely,
CHAINTECH Annual Meeting of Shareholders in 2024
Chaintech Technology Corporation Convenor of the Audit Committee: Yang, Hsin-Ying
May 3, 2024
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Appendices
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Appendix 1
Chaintech Technology Corporation Rules of Procedure for Shareholders' Meetings
Amended on June 15, 2022
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Unless otherwise specified by laws, CHAINTECH's shareholders' meetings shall be governed by these regulations.
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The term "shareholder" in these regulations refers to both the shareholders themselves and any proxies authorized to attend the meeting on their behalf.
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The shareholders’ meeting notice should include the registration time and location for shareholders, as well as other matters that should be noted. Registration for shareholders should be conducted at least thirty minutes prior to the meeting. The registration area must have a clear sign and an adequate number of competent personnel assigned to assist it.
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Shareholders or their proxies (hereinafter referred to as "shareholders") shall attend shareholder meetings with attendance cards, sign-in cards, or other attendance certificates. Solicitors who are soliciting proxies must also bring identification documents for verification.
The number of shares in attendance shall be calculated based on the shares submitted check-in card, along with the shares voted by written or electronic. If shareholders (or proxies) hand in the sign-in cards to CHAINTECH, it shall be deemed that the shareholders or proxies stated on the sign-in cards attended the meeting in person. CHAINTECH shall not be held responsible for verifying such attendance.
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In accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders shall exercise their voting rights by written or electronic.
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3.1 Shareholders may issue a proxy form provided by the company at each shareholders' meeting, specifying the scope of authorization and the appointed agent to attend the meeting on their behalf. A shareholder can issue only one proxy and appoint one person as the proxy holder. The proxy must be delivered to the company five days before the shareholder meeting. In case of multiple proxies, the one received first will be considered valid. However, the declarant who revokes the previous proxy is not subject to this limit. After a proxy form has been delivered to CHAINTECH, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation must be submitted to CHAINTECH
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two days before the meeting. Failure to do so on time will result in the voting rights being exercised by the proxy agent prevailing.
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The chairman shall call the meeting to order at the appointed meeting time. However, if the absence of a representative with more than half of the total issued shares present, the chairman may announce a postponement of the meeting. Such postponement shall be limited to twice, and the total delay time shall not exceed an hour. If the required attendance threshold is not reached after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a provisional resolution may be adopted in accordance with Article 175, Paragraph 1 of the Company Act.
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Before the end of the meeting, if the shares represented by attending shareholders reach more than half of the total issued shares, the chairman may resubmit the tentative resolution for a vote at the shareholders' meeting, as stipulated in Article 174 of the Company Law.
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If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors. The chairman may not adjourn the meeting before the agenda items scheduled in the preceding two paragraphs (including extraordinary motions) have been concluded, unless a resolution by the shareholders meeting authorizes it. If the chairman adjourns the shareholders' meeting in violation of these procedural rules, a new chairman may be elected with the consent of a majority of the voting rights represented by the attending shareholders to continue the meeting. After the meeting has been adjourned by resolution, shareholders shall not elect another chairman to convene a meeting either at the original location or at any other venue.
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5.1 Shareholders holding more than 1% of the total issued shares may submit proposals for discussion at the CHAINTECH general shareholders' meeting in writing. The submission, acceptance, and review of these proposals shall be conducted in accordance with the Company Act and relevant laws and regulations.
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The chairman may announce a break based on time considerations during the meeting. If a meeting fails to be concluded, the shareholders' meeting shall decide to adjourn or reconvene the meeting within five days without notice and announcement.
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Before speaking, an attending shareholder must specify on a speaker's slip the subject of
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the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairman. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairman and such speaking shareholder; the chairman shall stop any such violations.
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Except with the consent of the chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If a shareholder violates the provisions of the preceding paragraph or his speech exceeds the scope of the motion, or his speech disorder the meeting, the chairman may stop or suspend his speech, and other shareholders may also request the chairman to do so.
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Upon the chairman determines that a proposal has been conducted on a proposal, they may announce the cessation of discussion and proceed to call for a vote.
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Except as otherwise provided in the Company Act and in the company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders (or proxies). If there is no objection upon the chairman's consultation, the voting shall be deemed to have passed and shall have the same effect as voting.
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If there are objections, the chairman may proceed to calculate the voting rights concerning the proposed resolution in a dissenting manner. If the number of shares calculated does not affect the passage of the resolution, it shall be considered passed, with its effect being equivalent to that of the voting process.
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Attendance and voting at shareholders’ meetings shall be calculated based on the numbers of shares.
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The venue for a shareholders’ meeting shall be the county or city where the head office is located, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
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If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, it shall be handled in
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accordance with Article 208 of the Company Act. When a managing director or director serves as chairman, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of CHAINTECH. The same requirements shall apply if the chairman for the meeting is a director representative of a juristic person. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more conveners, the chairman shall be elected among themselves.
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CHAINTECH may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
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CHAINTECH, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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In addition to the motion stated in the agenda, the amended or alternative proposals of the original motion or other proposals proposed by the shareholders by an extraordinary motion shall be seconded by more than two shareholders, and the same shall apply to any changes in the agenda and the proposals of adjournment.
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When there is an amendment or an alternative to a proposal, the chairman shall present the amended or alternative proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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When a juristic person is appointed to attend the shareholders meeting as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
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After an attending shareholder (or proxy) has spoken, the chairman may respond in person or direct relevant personnel to respond. When discussing proposals, the chairman may announce the end of the discussion at an appropriate time, and may announce the termination of discussion if necessary.
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Vote counting for proposals or elections during shareholder meetings must be carried out transparently within the shareholder meeting venue. Once the vote count is completed, the results along with a statistical breakdown of the votes, must be promptly announced on-site, and a record of the vote shall be documented.
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The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules of CHAINTECH, and the voting results shall be announced on-site immediately, including the list of elected directors and their respective votes received, as well as the list of unelected directors and their received votes.
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Resolutions made at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chair of the meeting, and the minutes shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The production and distribution of meeting minutes may be conducted in electronic form.
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CHAINTECH may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of CHAINTECH.
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In the event of any serious disaster, such as air alert, earthquake, fire, etc., during the proceedings of the meeting, the chairman shall immediately announce the cessation or suspension of the meeting. Participants shall evacuate each other. The chairman shall announce the time of the meeting one hour after the event is lifted.
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Matters not stipulated in these rules shall be handled in accordance with the Company Act, other relevant laws and regulations and the Articles of Incorporation.
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These Rules shall be implemented after approval by the shareholders' meeting. The same shall apply when these Rules are amended.
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Appendix 2
Chaintech Technology Corporation Chaintech Technology Corporation Articles of Incorporation
Chapter I General Provisions
- Article 1: CHAINTECH is organized in accordance with the Company Act and named CHAINTECH TECHNOLOGY CORPORATION.
Article 2: CHAINTECH may engage in the following business activities:
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CC01010 Power Generation, Transmission and Distribution Machinery Manufacturing (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 2810 Manufacture of Power Generation, Transmission and Distribution Machinery; 2890 Manufacture of Other Electrical Equipment, applied to manufacturers of wind power generation equipment).
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CC01030 Electrical and Audio and Video Electronic Products Manufacturing (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 2730 Manufacture of Audio and Video Electronic Products, 2851 Manufacture of Domestic Air-conditioning Equipment, 2852 Manufacture of Domestic Refrigerators, 2853 Manufacture of Domestic Laundering Equipment, 2854 Manufacture of Domestic Fans and 2859 Manufacture of Other Domestic Appliances)
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CC01060 Wired Communication Machinery Equipment Manufacturing (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 2721 Manufacture of Telephones and Cellular Phones and 2729 Manufacture of Other Communication Equipment).
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CC01070 Wireless Communication Machinery Equipment Manufacturing (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 2721 Manufacture of Telephones and Cellular Phones, 2729 Manufacture of Other Communication Equipment and 2751 Manufacture of Measuring, Navigating and Control Equipment).
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CC01080 Electronic Parts and Components Manufacturing (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 2630 Manufacture of Bare Printed Circuit Boards, 2691 Manufacture of Printed Circuit Assembly and 2699 Manufacture of Other Electronic Parts and Components Not Elsewhere Classified).
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CC01080 Telecommunications Controlled RF Equipment Manufacturing (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 2721 Manufacture of Telephones and Cellular Phones, 2729 Manufacture of Other Communication Equipment and 2760 Manufacture of Irradiation and Electromedical Equipment).
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CC01110 Computer and Peripheral Equipment Manufacturing (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 2711 Manufacture of Computers, 2712 Manufacture of Monitors and Terminals and 2719 Manufacture of Other Computer Peripheral Equipment).
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CC01120 Magnetic and Optical Media Manufacturing and Copying (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 2740 Manufacture of Magnetic and Optical Media).
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CE01010 General Instruments Manufacturing (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 2751 Manufacture of Telephones and Cellular Phones and 2760 Manufacture of Irradiation and Electromedical Equipment).
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CH01040 Toy Manufacturing (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: Manufacture of Toys).
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F102004 Wholesale of Tobacco Products and Alcoholic Beverages (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4546 Wholesale of Tobacco Products and Alcoholic Beverages).
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F109070 Wholesale of Cultural Goods, Musical Instrument and Recreation Goods (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4581 Wholesale of Books and Stationery, 4582 Wholesale of Sports Goods and 4583 Wholesale of Toys and Recreation Goods), but shall not engage in the wholesale of books, magazines or newspapers.
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F113010 Wholesale of Machinery (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4643 Wholesale of Agricultural and Industrial Machinery and Equipment).
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F113020 Wholesale of Electrical Appliances (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4561 Wholesale of Electrical Household Appliances).
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F113030 Wholesale of Precision Instruments (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4564 Wholesale of Household-type Photographic and Optical Goods and 4649 Wholesale of Other Machinery and Equipment).
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F113050 Wholesale of Computers and Office Machinery and Equipment (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4641 Wholesale of Computers, Computer Peripheral Equipment and Software and 4644 Wholesale of Office Machinery and Equipment).
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F113070 Wholesale of Telecommunications Equipment (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4642 Wholesale of Electronic Equipment and Parts), but shall not engage in the wholesale of core network equipment (such as switching and transmission equipment) of telecommunications.
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F118010 Wholesale of Information Software (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4641 Wholesale of Computers, Computer Peripheral Equipment and Software).
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F119010 Wholesale of Electronic Material (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4642 Wholesale of Electronic Equipment and Parts).
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F203020 Retail Sale of Tobacco Products and Alcoholic Beverages (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: Retail Sale of Other Food, Beverages and Tobacco in Specialized Stores; Except for the retail sale of pharmacy, drugstore or live animals).
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F209060 Retail Sale of Cultural Goods, Musical Instrument and Recreation Goods (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4761 Retail Sale of Books and Stationery in Specialized Stores, 4762 Retail Sale of Sports Goods in Specialized Stores, 4763 Retail Sale of Toys and Recreation Goods in Specialized Stores and 4764 Retail Sale of Music and Video Recordings in Specialized Stores), but shall not engage in the retail sale of books, magazines or newspapers.
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F213010 Retail Sale of Electrical Appliances (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: Retail Sale of Electrical Household Appliances in Specialized Stores).
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F213030 Retail Sale of Computers and Office Machinery and Equipment (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: Retail Sale of Computers, Computer Peripheral Equipment and Software in Specialized Stores).
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F213060 Retail Sale of Telecommunications Equipment (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4832 Retail Sale of Telecommunications Equipment in Specialized Stores), but
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shall not engage in the retail sale of core network equipment (such as switching and transmission equipment) of telecommunications.
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F214030 Retail Sale of Motor Vehicles, Motorcycles Parts and Accessories in Specialized Stores (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: Retail Sale of Motor Vehicles, Motorcycles Parts and Accessories in Specialized Stores).
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F218010 Retail Sale of Information Software (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4831 Retail Sale of Computers, Computer Peripheral Equipment and Software in Specialized Stores).
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F219010 Retail Sale of Electronic Materials (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 4831 Retail Sale of Computers, Computer Peripheral Equipment and Software in Specialized Stores, 4832 Retail Sale of Telecommunications Equipment in Specialized Stores and 4833 Retail Sale of Audio and Video Equipment in Specialized Stores).
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I501010 Product Design (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: Design Services for Special Products of 7402 Industrial Design Activities and Design Services for Special Products of 7409 Other Specialized Design Activities).
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JA01010 Repair of Electrical and Electronic Products (limited to the category stipulated in the Standard Industrial Classification of the Republic of China: 9521 Repair of Computers and Peripheral Equipment, 9522 Repair of Communication Equipment and 9523 Repair of Audio and Video Equipment and Domestic Appliances).
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Article 3: CHAINTECH shall have its head office in New Taipei City, the Republic of China, and may, pursuant to a resolution adopted at the board meeting, set up branch offices within or outside the territory of the Republic of China when deemed necessary. The total amount of foreign investment shall not be limited to 40% of the paid-in capital as specified in Article 13 of the Company Act.
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Article 3-1: CHAINTECH may provide endorsement and guarantee and act as a guarantor due to business needs.
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Article 4: CHAINTECH shall make public announcements in accordance with Article 28 of the Company Act.
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Chapter II Shares
- Article 5: The total registered capital of CHAINTECH is set as NT$2.5 billion, divided into 250 million shares. With a par value of NT$10 per share. The Board of Directors shall be authorized to issue the shares in installments. 10 million shares shall be retained to exercise warrants for stock warrants, preferred shares with warrant or convertible bonds with warrant (With respect to the issued shares referred to in the preceding paragraph, a centralized securities custody institution may request to consolidate to issue securities of large denomination instead).
Article 6: (Deleted)
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Article 7: CHAINTECH may issue shares without physical certificate(s) printed and may print collectively based on the total amount issued. The shares issued pursuant to the preceding paragraph shall be registered with a centralized securities depository enterprise.
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Article 8: The registration of share transfers shall not be made within 60 days prior to the regular shareholders meeting, 30 days prior to the special shareholders meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests. Other stock affairs shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies".
Chapter III Shareholders' Meeting
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Article 9: Shareholders' meeting shall be of two kinds: regular meeting and special meeting. The regular meeting of shareholders shall be held once every year and convened by the Board of Directors within six months after the close of each fiscal year, while the special meeting of shareholders shall be held when necessary.
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The company's shareholders meeting can be conducted via video conferencing or other methods announced by the central competent authority. The conditions, operating procedures, and other related regulations that should be complied with when conducting video conferencing should adhere to the regulations stipulated by the securities supervisory authority, unless otherwise specified.
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Article 10: In case a shareholder is unable to attend a meeting of the board of directors, he or she may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by CHAINTECH stating therein the scope of power authorized to the proxy. The use of the power of attorney shall be subject
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to the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" and "Company Act" published by the securities regulatory authority.
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Article 11: Except in the circumstances otherwise provided for by laws and regulations, a shareholder of CHAINTECH shall have one voting power in respect of each share in his/her/its possession.
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Article 12: Resolutions at a shareholders' meeting shall, unless otherwise provided for in relevant laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
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Article 12-1: Resolutions made at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chair of the meeting, and the minutes shall be distributed to each shareholder within 20 days after the conclusion of the meeting.
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The meeting minutes shall record the year, month, day, and place of the meeting, the chairman's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results, and shall be kept in CHAINTECH together with the attendance book for signature of attending shareholders and power of attorney of proxy attending. The preparation, distribution and retention period of the meeting minutes mentioned in the preceding paragraph shall be handled in accordance with Article 183 of the Company Act.
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Article 12-2: Where CHAINTECH registers for the issue of employee stock warrants and when the subscription price is lower than the closing price on the issue date, CHAINTECH is required to obtain the consent of at least two-thirds of the voting rights present at the shareholders meeting attended by shareholders representing a majority of total shares issued. It may, within one year from the date of the resolution of the shareholders' meeting, be registered in installments.
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If the employee stock warrants are issued in accordance with the provisions of the preceding paragraph, the matters stipulated by the competent authority shall be listed and explained in the reasons for convening the shareholders meeting and shall not be submitted by an extraordinary motion.
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Article 12-3: CHAINTECH's transfer of shares to employees at a price lower than the average price of the shares actually repurchased shall be subject to the consent of at least
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two-thirds of the voting rights present at the shareholders meeting attended by shareholders representing a majority of total shares issued at the last shareholders' meeting, shall be listed and explained in the reasons for convening the shareholders meeting and shall not be submitted by an extraordinary motion.
Chapter IV Director
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Article 13: CHAINTECH shall have a board of directors composed of five to nine directors (of which the number of independent directors shall not be less than three and shall constitute at least one fifth of the directors). CHAINTECH adopts a candidates nomination system for the election of directors, who shall be elected from among the list of candidates by the shareholders' meeting for a term of three years and may be eligible for re-election. The minimum total number of registered shares held by all directors of CHAINTECH shall be subject to the regulations of the securities authority.
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Article 14: The Board of Directors is organized by the directors, and shall elect a chairman of the Board of Directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman of the Board of Directors shall externally represent CHAINTECH.
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Article 15: In case the chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the designation of his/her proxy shall be in accordance with Article 208 of the Company Act.
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Article 16: Unless otherwise provided for in the Company Act and the Articles of Incorporation, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. A director may authorize in writing another director to be represented at the board meeting, provided that, he/she shall issue a proxy form each time stating the scope of authorization and when a director attends the board meeting as a proxy, he/she shall be appointed as a proxy for one other director only. A meeting of the directors may be convened in writing, by fax or by electronic means. In case a board meeting is proceeded via video conference, the attendance of directors via video conference is deemed as attendance in person.
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If the directors have an interest in the matters at the meeting, they shall state at the board meeting the important contents of their interest.
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Article 16-1: The Board of Directors shall authorize the remuneration to directors according
to their degree of involvement and contribution to the company's operations, with industry standards serving as a reference.
Article 16-2: The authorities of the Board of Directors for the board meeting are as follows:
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Convening the shareholders' meeting and implementing its resolutions.
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Decision on the business plan.
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Review and approval of various rules and important contracts.
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Approval of the setting and disposal of important property of CHAINTECH.
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Decision on CHAINTECH's important candidates and the provisions of the posts of each department.
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Establishment and abolition of branches.
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Preparation and review of budget settlement and business report.
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Decision on other important matters.
Chapter V Managers
Article 17: CHAINTECH may, in accordance with the resolution of the board of directors, have one general manager, a number of presidents, chief executive officer and advisers.
whose appointment, dismissal and remuneration shall be governed by Article 29 of the Company Act.
Chapter VI Accounting
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Article 18: At the end of each fiscal year, the Board of Directors of CHAINTECH shall, in accordance with the provisions of the Company Act, prepare and submit the following reports, statements and motions to the shareholders' meeting for recognition: (1) Business report; (2) Financial statements; and (3) Proposal for profit distribution or loss recovery.
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Article 19: If CHAINTECH has gained profits within a fiscal year, 0.1% or more of the profits shall be reserved as the employees' compensation, which shall be distributed by a resolution adopted by the board meeting in the form of shares or in cash. Qualification requirements of employees, including the employees of subsidiaries of CHAINTECH meeting certain specific requirements. CHAINTECH shall allocate not more than 6% of the proceeding profits as the remuneration of directors by a resolution adopted by the board meeting. However, in case of the accumulated losses, certain profits shall first be reserved to cover them, and then reserve remuneration to employees and directors in
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accordance with the proportion mentioned in the preceding paragraph.
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Article 19-1: In case of any earnings in CHAINTECH's annual total final accounting, it shall first pay the income tax payable in accordance with the law and make up for the losses of previous years, then set aside 10% of the remaining balance as the statutory surplus reserve; provided that this restriction shall not apply to the circumstances that the statutory surplus reserve has reached the paid-in capital of CHAINTECH. Provision or reversal of special surplus reserve shall be made from the remaining earnings in accordance with the law. If there is still a balance, together with the unappropriated earnings at the beginning of period, after partial of them being reserved as appropriate, the board of directors shall prepare a motion for the profit distribution and submit it to the shareholders' meeting for a resolution on dividend distribution to shareholders.
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CHAINTECH is currently experiencing stable growth and will expand in line with business development in the future. CHAINTECH's future capital expenditure budget and capital requirement shall be taken into account for the profit distribution, and the Board of Directors shall draw up a distribution plan, and the distribution shall be made upon the resolution of the shareholders' meeting. Among the dividends distributed to shareholders in the current year, the cash dividend shall not be less than 5%, but if the cash dividend is less than NT$0.1 per share, the dividend shall not be paid but will be paid in the form stock dividend.
Chapter VII Supplementary Provisions
Article 20: Matters not specified in the Articles of Incorporation shall be conducted in accordance with the provisions of the Company Act.
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Article 21: This Articles of Incorporation was formulated on October 20, 1986. The 1st amendment was made on November 3, 1986. The 2nd amendment was made on August 25, 1987. The 3rd amendment was made on January 20, 1989. The 4th amendment was made on October 16, 1989. The 5th amendment was made on December 4, 1989. The 6th amendment was made on April 15, 1990. The 7th amendment was made on October 12, 1991. The 8th amendment was made on May 29, 1993. The 9th amendment was made on March 27, 1994. The 10th amendment was made on March 30, 1995. The 11th amendment was made on June 22, 1996, The 12th amendment was made on April 12, 1997 The 13th amendment was made on August 23, 1997. The 14th amendment was made on April 11, 1998. The 15th amendment was made on April 11, 1998. The 16th
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amendment was made on April 30, 1999. The 17th amendment was made on December 18, 1999. The 18th amendment was made on April 15, 2000. The 19th amendment was made on May 3, 2001. The 20th amendment was made on May 2, 2002. The 21st amendment was made on June 15, 2004. The 22nd amendment was made on June 14, 2005. The 23rd amendment was made on September 7, 2005. The 24th amendment was made on June 30, 2006. The 25th amendment was made on June 15, 2007. The 26th amendment was made on June 13, 2008. The 27th amendment was made on June 19, 2009. The 28th amendment was made on June 15, 2010. The 29th amendment was made on October 21, 2011. The 30th amendment was made on January 10, 2013. The 31st amendment was made on June 21, 2013. The 32nd amendment was made on February 21, 2014. The 33rd amendment was on June 20, 2014. The 34th amendment was on June 14, 2016. The 35th amendment was made on June 15, 2017. The 36th amendment was made on June 18, 2020. The 37th amendment was made on June 15, 2022.
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Appendix 3
Chaintech Technology Corporation
Chairman: Kao, Shu-Jung
Current Shareholding of the Board of Directors
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I. The paid-up capital of CHAINTECH as of April 16, 2024 was NT$964,988,310, and the total number of shares issued was 96,498,831 shares.
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II. Given that the number of independent directors in the company exceeds half of the total director seats, and an audit committee has been established, therefore, the statutory requirement for all directors to hold prescribed shares is not applicable.
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April 16, 2024
Unit: share
The number of shares
Number of shares held at held as recorded in the
Title Name Date of the time of appointment shareholders' register on
Elected [Term] the book closure date
Number of Shareholding Number of Shareholding
shares ratio shares ratio
E Cheng Technology
Chairman Limited. Representative:
Kao, Shu-Jung
E Cheng Technology
Director Limited. Representative: 6/15/2022 3 28,532,080 28.11 24,517,000 25.40
Lu Li-Cheng
E Cheng Technology
Director Limited. Representative:
Wang, Mu-Tien
Independent
Tang, Han-Yu 6/15/2022 3 ─ ─ ─ ─
Director
Independent
Chen, Kuo-Chin 6/15/2022 3 ─ ─ ─ ─
Director
Independent
Yang, Hsin-Ying 6/15/2022 3 ─ ─ ─ ─
Director
Independent
Wei, Chi-Feng 6/15/2022 3 613,000 0.60 558,000 0.58
Director
Total 29,145,080 28.71 25,075,000 25.98
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Appendix 4
Other Supplementary Items
Report on Handling Shareholders' Proposals at the 2024 Regular Shareholders' Meeting:
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Pursuant to Article 172-1 of the Company Act, a shareholder holding 1% or more of the total number of issued shares may submit to CHAINTECH a written proposal for discussion at a regular shareholders’ meeting. Such proposals, however, are limited to one item only and limited to 300 words. Otherwise, the proposal will not be included in the meeting agenda.
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CHAINTECH, in accordance with the law, announced on the MOPS that it would accept proposals raised from April 3, 2024to April 15, 2024 (registered mail is subject to arrival) by shareholders for this regular shareholders’ meeting.
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CHAINTECH did not receive any shareholder proposals during the period of acceptance.
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