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CHROMA — AGM Information 2025
Jun 24, 2025
52029_rns_2025-06-24_6d17788f-4946-454c-af85-7f0075005b4e.pdf
AGM Information
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Ticker Number: 2360
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CHROMA ATE INC.
2025 Annual General Shareholders’ Meeting Meeting Agenda (Translation)
Date: 9:30am June 10, 2025 Venue: No. 88, Wenmao Rd., Guishan Dist., Taoyuan City, Taiwan
CHROMA ATE INC.
Meeting Agenda for the 2025 Annual General Shareholders’ Meeting
Table of Contents
- Meeting Procedure .......................................................................................................................... 1 2. Meeting Agenda ............................................................................................................................... 2 3. Report Items ..................................................................................................................................... 3 4. Acknowledgement Items ................................................................................................................. 4 5. Discussion Items ............................................................................................................................... 4 6. Special Motions ................................................................................................................................ 4 Attachments (1) Business Report .................................................................................................................... 5 (2) Audit Committee’s Review Report ......................................................................................... 7 (3) Itemized List of Endorsements and Guarantees in 2024........................................................ 8 (4) Independent Auditors’ Report and Financial Statements ...................................................... 9 (5) Earnings Distribution Proposal ............................................................................................. 31 (6) Comparison Table for the “Amendments to Articles of Incorporation” .............................. 32 Appendix (1) Articles of Incorporation .................................................................................................... 34 (2) Rules of Procedure for Shareholders Meetings ................................................................... 42 (3) Shareholdings of directors .................................................................................................... 45
CHROMA ATE INC.
Procedure for the 2025 Annual General Shareholders’ Meeting
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Call Meeting to Order
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Chairman’s Statements
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Report Items
4. Acknowledgement Items
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Discussion Items
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Special Motions
7. Meeting Adjourned
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CHROMA ATE INC.
2025 Annual General Shareholders’ Meeting Agenda
Time: 9:30am, June 10, 2025
Venue: No. 88, Wenmao Rd., Guishan Dist., Taoyuan City, Taiwan (Chroma Headquarters)
Type of meeting: physical meeting
1. Call meeting to order
2. Chairman’s statements
3. Report items:
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(1) Business report of 2024
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(2) Audit Committee’s review report of 2024
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(3) Profit distribution report of 2024
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(4) Distribution of employee bonuses and directors’ remunerations in 2024
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(5) Itemized list of endorsements and guarantees in 2024
4. Acknowledgement items:
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(1) Acknowledge the 2024 Business Report and Financial Statements
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(2) Acknowledge the 2024 Earnings Distribution Proposal
5. Discussion items:
- (1) Amendments to Articles of Incorporation
6. Special motions
7. Meeting adjourned
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Report Items
- Business report of 2024
Explanatory Notes: Please refer to Attachment (1)
- Audit committee’s review report of 2024
Explanatory Notes: Please refer to Attachment (2)
3. Profit distribution report of 2024
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Explanatory Notes:
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(1) The 2024 earnings distributions proposal is based on the Company’s Articles of Incorporation, clause 34-1. It is proposed that Chroma’s Board of Directors will be authorized to allocate the cash dividend to be distributed to each common share by special resolution.
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(2) The total cash dividend proposed by the Board of Directors is NT$3,827,898,378 on February 24, 2025. Each common shareholder will be entitled to receive a cash dividend of NT$9 per share. The Chairman was authorized to set the ex-dividend record date. Henceforth, if the dividend rate changes as a result of a change in the number of outstanding shares due to the cancellation of employee restricted stock awards (RSAs) or other reasons, the Chairman of the Board is fully authorized to address the matter.
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Distribution of employee bonuses and directors’ remunerations in 2024 Explanatory Notes: The Board of Directors resolved on February 24, 2025 that the employee bonuses from 2024 amount to NTD 790,000,000 and directors’ remunerations amount to NTD 15,000,000, and will all be distributed in cash.
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Itemized list of endorsements and guarantees in 2024
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Explanatory Notes: As end of December 31, 2024, please refer to attachment (3) for details on the endorsements and guarantees.
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3 -
Acknowledgement Items
- Acknowledge the 2024 Business Report and Financial Statements (proposed by the Board of Directors)
Explanatory Notes:
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(1) Chroma’s 2024 Business Report, Individual Financial Statements, and Consolidated Financial Statements were completed. The Individual Financial Statements and
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Consolidated Financial Statements were audited by independent auditors Lin, Wen-Chin and Liu, Chien-Liang of Deloitte & Touche. The Business Report has been reviewed by the Company’s Audit Committee.
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(2) Please refer to Attachments (1) and (4).
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(3) Adoption of the aforementioned Business Report and Financial Statements.
Resolution:
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Acknowledge the 2024 Earnings Distribution Proposal (proposed by the Board of Directors) Explanatory Notes:
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(1) The 2024 Earnings Distribution Proposal has been approved by the Board of Directors and
reviewed by the Company’s Audit Committee, attached hereto as Attachment (5).
- (2) Adoption of the aforementioned 2024 Earnings Distribution Proposal.
Resolution:
Discussion Items
- Amendments to Articles of Incorporation (Proposed by Board of Directors)
Explanatory Notes:
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(1) In accordance with Article 14 , paragraphs 6 of the Securities and Exchange Act, it is proposed to revise Article 34 of the Articles of Association of the Company.
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(2) The Comparison Table for the amendments to Articles of Incorporation is attached hereto as Attachment (6).
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(3) The proposed amendments are submitted for discussion.
Resolution:
Special Motions
Meeting Adjourned
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ATTACHMENT 1
Business Report
In 2024, the global market remained sluggish, with manufacturers continuing to adjust and digest inventory while expanding production capacity at a slow pace. However, the rapid rise of the AI industry drove strong demand for high-end semiconductors. Our company successfully captured this emerging demand, achieving excellent business results. Last year, the parent company’s revenue reached NT$15,652 million, with group revenue at NT$21,604 million, reflecting a yearon-year growth of 16%. Net profit after tax was NT$5,264 million, marking an annual growth of 32% with basic earnings per share of NT$12.49.
Looking back at last year, our semiconductor-related testing system products not only met China’s demand for mature process IC testing, but also successfully addressed the need for systemlevel functional testing of AI semiconductors, driving a remarkable 135% revenue growth. However, our power electronics testing instruments faced declining demand due to the weak market, leading to a 16% revenue decline. Meanwhile, within the group, MAS Automation achieved a revenue growth of 33%, and the overall group revenue grew by 16%, delivering an impressive performance. Additional consolidated financial figures are listed in the table below.
Financial Analysis
| Financial Analysis | |||
|---|---|---|---|
| Item | 2024 | 2023 | |
| Capital Structure (%) |
Debt-to-Asset Ratio | 31.78 | 32.75 |
| Long-term Fund to Property, Plant, and Equipment Ratio |
417.97 | 349.57 | |
| Liquidity (%) |
Current Ratio | 211.61 | 187.34 |
| Quick Ratio | 141.51 | 128.32 | |
| Profitability (%) |
Return on Assets | 14.97 | 11.97 |
| Return on Equity | 22.48 | 18.37 | |
| Net Profit Margin | 24.37 | 21.31 |
Looking ahead to 2025, geopolitical conflicts and the shift from global free trade to protectionism have introduced uncertainties in industry roadmaps and market demand. Nevertheless, the booming AI industry continues to drive demand for high-end semiconductors and advanced packaging. In response to these trends, our company will implement the following measures to seize business opportunities and sustain revenue and profit growth:
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Accelerate the development of metrology solutions for high-end semiconductor and advanced packaging processes.
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Continue to expand our customer base by securing first-tier global clients.
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5 -
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Closely monitor new industry roadmaps, allocate resources strategically, and promptly meet customer needs.
Finally, we would like to express our sincere gratitude for the long-term support and encouragement of our shareholders. We wish you all good health and great success in the year ahead!
Chairman CEO CFO Leo Huang Leo Huang Paul Ying
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ATTACHMENT 2
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2024 Business Report, Individual Financial Statements, Consolidated Financial Statements, and Earnings Distribution Proposal. The CPA firm of Deloitte and Touche was retained to audit Chroma’s Individual Financial Statements and Consolidated Financial Statements. The Business Report, Financial Statements, and Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of CHROMA ATE INC. In compliance with Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
CHROMA ATE INC.
Convener of Audit Committee
Steven Wu
February 27[th] , 2025
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ATTACHMENT 3
CHROMA ATE INC. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)
| No. | Endorser/ Guarantor |
Endorsee/Guarantee | Endorsee/Guarantee | Limits on Endorsement /Guarantee Given on Behalf of Each Party (Note 1) |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement /Guarantee at the End of the Period |
Actual Borrowing Amount |
Amount Endorsed/ Guaranteed by Collateral |
Ratio of Accumulated Endorsement /Guarantee to Net Equity in Latest Financial Statements |
Aggregate Endorsement Guarantee Limit (Note 2) |
Endorsement /Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement /Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement /Guarantee Given on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | ||||||||||||
| 0 | The Corporation | Chroma ATE Inc. Chroma Japan Corp. Chroma ATE (Suzhou) Co., Ltd. Chroma ATE Europe B.V. Chroma Electronics (Shanghai) Co., Ltd. Sajet System Technology (Suzhou) Co., Ltd. Mas Automation Corp. |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
$ 3,731,502 3,731,502 3,731,502 3,731,502 3,731,502 3,731,502 3,731,502 |
$ 131,140 42,000 1,119,500 51,210 223,900 22,390 100,000 |
$ 131,140 42,000 671,700 51,210 223,900 22,390 100,000 |
$ - 31,500 425,273 504 - - - |
$ - - - - - - - |
0.53% 0.17% 2.70% 0.21% 0.90% 0.09% 0.40% |
$ 7,463,004 7,463,004 7,463,004 7,463,004 7,463,004 7,463,004 7,463,004 |
Y Y Y Y Y Y Y |
- - - - - - - |
- - Y - Y Y - |
Note 1: According to Regulation of the “Procedures for Endorsement/Guarantee and lending of Funds”, the Corporation limits the endorsement/guarantee amount on each entity to within 15% of the net value of the Corporation.
Note 2: According to Regulation of the “Procedures for Endorsement/Guarantee and Lending of Funds”, the Corporation limits the endorsement/guarantee amount within the 30% of the net value of the Corporation. Note 3: The amounts listed in columns were translated into the New Taiwan dollars at the exchange rate of US$1=NT$32.785, JPY1=NT$0.210, RMB1=NT$4.478, EUR1=NT$34.140, as of December 31, 2024.
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ATTACHMENT 4
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Chroma ATE Inc.
Opinion
We have audited the accompanying consolidated financial statements of Chroma ATE Inc. and its subsidiaries (collectively as the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the report of other auditors (refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the report of other auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter of the consolidated financial statements for the year ended December 31, 2024 is stated as follows:
Occurrence of Sales Revenue from Specific Customers
The Group mainly sells test instruments and other products. In 2024, the revenue from specific customers had changed significantly as compared with last year. Considering that there may be greater risks of fraud in revenue recognition and that the management could be under pressure to meet expected financial goals, we identified the occurrence of sales revenue from specific customers as a key audit matter.
The main audit procedures we performed for the aforementioned matter are as follows:
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We obtained an understanding of and tested the processes of internal controls related to the sales cycle and evaluated the effectiveness of design and implementation.
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We obtained sales details, selected samples and performed test of details, and we verified the documents such as sales order, delivery orders and invoices and confirmed the occurrence of sales revenue.
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We obtained samples of sales details and tested for any significant difference in customers and the amount of the receivables, or whether they are still within the credit period, to confirm the occurrence of sales revenue.
Other Matter
The financial statements of some investees included in the financial statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statement for investees, is based solely on the reports of other auditors. As of December 31, 2024 and 2023, the carrying amounts of investments accounted for using the equity method were NT$4,385,973 thousand and NT$3,795,310 thousand, respectively, representing 12% and 11%, respectively, of the total assets. For the years ended December 31, 2024 and 2023, the related shares of profit or loss of associates were NT$607,618 thousand and NT$376,649 thousand, respectively, representing 9% and 7%, respectively, of the profit before income tax.
We have also audited the parent company only financial statements of Chroma ATE Inc. as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion with the other matter section.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Wen-Chin Lin and Chien-Liang Liu.
Deloitte & Touche Taipei, Taiwan Republic of China
February 24, 2025
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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CHROMA ATE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Note 8) Financial assets at amortized cost (Notes 9 and 31) Contract assets (Note 22) Notes receivable (Note 10) Trade receivables (Notes 5 and 10) Trade receivables - related parties (Notes 10 and 30) Inventories (Note 11) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Note 8) Financial assets at amortized cost (Notes 9 and 31) Investments accounted for using the equity method (Note 13) Property, plant and equipment (Notes 14, 30 and 31) Right-of-use assets (Note 15) Investment properties (Note 16) Goodwill (Note 17) Intangible assets Deferred tax assets (Note 24) Prepayments for equipment Refundable deposits Prepayments for investment Other non-current assets (Note 20) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 18 and 31) Contract liabilities (Note 22) Notes payable Notes payable - related parties (Note 30) Trade payables Trade payables - related parties (Note 30) Other payables (Note 19) Current tax liabilities Lease liabilities (Notes 15 and 30) Current portion of long-term borrowings (Notes 18 and 31) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 18 and 31) Deferred tax liabilities (Note 24) Lease liabilities (Notes 15 and 30) Net defined benefit liabilities (Note 20) Guarantee deposits received Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 21) Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS Total equity TOTAL |
2024 Amount % $ 4,099,223 11 461,741 1 73,778 - 405,560 1 272,090 1 232,855 1 5,827,117 15 10,258 - 5,458,484 15 313,773 1 270,507 1 17,425,386 47 80,530 - 1,247,260 3 235,819 1 4,876,005 13 6,955,641 19 329,592 1 2,478,333 7 193,144 - 95,543 - 386,421 1 2,838,181 8 25,775 - - - 139,952 - 19,882,196 53 $ 37,307,582 100 $ 1,413,607 4 777,907 2 34,367 - 4,024 - 3,059,024 8 8,630 - 2,036,854 6 674,728 2 154,376 - 3,828 - 67,440 - 8,234,785 22 2,108,078 6 1,210,044 3 194,610 1 79,587 - 20,839 - 9,938 - 3,623,096 10 11,857,881 32 4,253,220 12 4,597,402 12 4,142,360 11 86,888 - 10,934,111 30 15,163,359 41 893,566 2 (30,868) - 24,876,679 67 573,022 1 25,449,701 68 $ 37,307,582 100 |
2023 | ||
|---|---|---|---|---|
| Amount % $ 4,132,261 12 331,348 1 74,506 - 256,079 1 543,318 2 297,335 1 5,040,498 15 7,143 - 4,675,370 14 294,167 1 120,128 - 15,772,153 47 4,205 - 1,240,888 4 141,988 1 4,265,058 13 7,169,684 21 308,608 1 2,478,333 7 189,400 1 68,650 - 424,568 1 1,273,532 4 24,122 - 33,120 - 87,239 - 17,709,395 53 $ 33,481,548 100 $ 2,131,550 6 1,190,461 4 26,701 - 771 - 2,587,268 8 3,242 - 1,788,036 5 456,913 1 145,813 1 4,244 - 83,806 - 8,418,805 25 989,835 3 1,185,641 4 191,552 1 153,235 - 20,834 - 4,761 - 2,545,858 8 10,964,663 33 4,253,644 13 4,544,870 13 3,747,675 11 86,888 - 9,004,779 27 12,839,342 38 348,888 1 (30,868) - 21,955,876 65 561,009 2 22,516,885 67 $ 33,481,548 100 |
The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated February 24, 2025)
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CHROMA ATE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| NET OPERATING REVENUE (Notes 22 and 30) OPERATING COSTS (Notes 11, 23 and 30) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 23 and 30) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit impairment losses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Finance costs Share of profit of associates and joint ventures accounted for using the equity method (Note 13) Interest income Dividend income Other income (Note 27) Gain on disposal of property, plant and equipment Gains on disposal of intangible assets Gain on disposal of investments accounted for using the equity method Gain on lease modification Foreign exchange gain (loss) Gain (loss) on financial assets at fair value through profit or loss Other expenses Impairment loss (Note 17) Total non-operating income and expenses |
2024 Amount % $ 21,603,837 100 8,857,861 41 12,745,976 59 - - 259 - 12,746,235 59 3,497,955 16 1,520,622 7 2,198,622 10 46,870 1 7,264,069 34 5,482,166 25 (44,672) - 668,580 3 92,552 1 39,295 - 170,592 1 8,661 - 24 - 46,589 - 26 - 250,220 1 9,053 - (14,523) - - - 1,226,397 6 |
2023 | ||
|---|---|---|---|---|
| Amount % $ 18,676,043 100 7,918,828 42 10,757,215 58 (229) - - - 10,756,986 58 2,944,801 16 1,368,412 7 1,757,322 10 13,614 - 6,084,149 33 4,672,837 25 (60,664) - 437,570 2 85,256 - 59,108 - 137,205 1 1,317 - - - 7,627 - 148 - (57,769) - (36,109) - (36,314) - (44,129) - 493,246 3 (Continued) |
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CHROMA ATE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 20) Unrealized gain or loss on investments in equity investments designated as at fair value through other comprehensive income Share of the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Total other comprehensive income TOTAL COMPREHENSIVE INCOME NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests |
2024 Amount % $ 6,708,563 31 1,308,450 6 5,400,113 25 49,129 - (35,653) - 11,024 - 279,961 2 276,792 1 581,253 3 $ 5,981,366 28 $ 5,264,251 24 135,862 1 $ 5,400,113 25 $ 5,821,526 27 159,840 1 $ 5,981,366 28 |
2023 | ||
|---|---|---|---|---|
| Amount % $ 5,166,083 28 1,070,409 6 4,095,674 22 (19,803) - (34,128) (1) (42) - (41,924) - (4,344) - (100,241) (1) $ 3,995,433 21 $ 3,979,247 21 116,427 1 $ 4,095,674 22 $ 3,877,351 21 118,082 - $ 3,995,433 21 (Continued) |
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CHROMA ATE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| EARNINGS PER SHARE (NT$; Note 25) Basic Diluted |
2024 Amount % $ 12.49 $ 12.38 |
2023 |
|---|---|---|
| Amount % $ 9.45 $ 9.37 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2025) (Concluded)
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CHROMA ATE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2023 Appropriation of the 2022 earnings Legal reserve Cash dividends - NT$8 per share Change in capital surplus from investments in associates and joint ventures accounted for using the equity method Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Adjustment of capital surplus for the Corporation's cash dividends received by subsidiary Disposal of investments accounted for using the equity method Changes in ownership interests in subsidiaries Share-based payment Share-based payment by subsidiary Cash dividends distributed by subsidiaries Unrealized gain or loss transferred to retained earnings from disposal of equity instruments designated at fair value through other comprehensive income and investments accounted for using the equity method BALANCE AT DECEMBER 31, 2023 Appropriation of the 2023 earnings Legal reserve Cash dividends - NT$6.6 per share Change in capital surplus from investments in associates and joint ventures accounted for using the equity method Unclaimed dividends Net profit for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Total comprehensive income (loss) for the year ended December 31, 2024 Adjustment of capital surplus for the Corporation's cash dividends received by subsidiary Disposal of investments accounted for using the equity method Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Share-based payment Share-based payment by subsidiary Cash dividends distributed by subsidiaries Unrealized gain or loss transferred to retained earnings from disposal of equity instruments designated at fair value through other comprehensive income Unrealized gain or loss transferred to retained earnings from disposal of equity instruments designated at fair value through other comprehensive income and investments accounted for using the equity method BALANCE AT DECEMBER 31, 2024 |
Equity Attributable to O | Equity Attributable to O | **wners of the Corporation ** | **wners of the Corporation ** | Non-controlling Total Interests $ 21,360,708 $ 511,973 - - (3,403,176 ) - 29,389 - 3,979,247 116,427 (101,896) 1,655 3,877,351 118,082 13,238 - (556 ) - (12,137 ) 12,137 91,059 - - 1 - (81,184 ) - - 21,955,876 561,009 - - (2,807,405 ) - 42,676 - 305 - 5,264,251 135,862 557,275 23,978 5,821,526 159,840 10,920 - (3,417 ) - (207,418 ) (56,428 ) 1,624 (1,624 ) 61,992 - - 5 - (89,780 ) - - - - $ 24,876,679 $ 573,022 |
Total Equity $ 21,872,681 - (3,403,176 ) 29,389 4,095,674 (100,241) 3,995,433 13,238 (556 ) - 91,059 1 (81,184 ) - 22,516,885 - (2,807,405 ) 42,676 305 5,400,113 581,253 5,981,366 10,920 (3,417 ) (263,846 ) - 61,992 5 (89,780 ) - - $ 25,449,701 |
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|---|---|---|---|---|---|---|---|---|---|
| Ordinary Share Capital Capital Surplus $ 4,253,970 $ 4,502,473 - - - - - 29,389 - - - - - - - 13,238 - (556 ) - - (326 ) 326 - - - - - - 4,253,644 4,544,870 - - - - - 42,676 (48 ) 353 - - - - - - - 10,920 - (3,417 ) - - - 1,624 (376 ) 376 - - - - - - - - $ 4,253,220 $ 4,597,402 |
Retained Earnings | Total $ 12,295,670 - (3,403,176 ) - 3,979,247 (20,252) 3,958,995 - - (12,137 ) - - - (10) 12,839,342 - (2,807,405 ) - - 5,264,251 49,854 5,314,105 - - (206,011 ) - - - - 23,297 31 $ 15,163,359 |
Other Equity | Total Treasury Shares $ 339,463 $ (30,868 ) - - - - - - - - (81,644) - (81,644) - - - - - - - 91,059 - - - - - 10 - 348,888 (30,868 ) - - - - - - - - - - 507,421 - 507,421 - - - - - (1,407 ) - - - 61,992 - - - - - (23,297 ) - (31) - $ 893,566 $ (30,868) |
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| Exchange Unrealized Gain Differences on (Loss) on Financial Translating the Assets at Fair Value Financial Statements through Other of Foreign Comprehensive Un Operations Income $ (90,349 ) $ 629,871 - - - - - - - - (47,140) (34,504) (47,140) (34,504) - - - - - - - - - - - - - 10 (137,489 ) 595,377 - - - - - - - - - - 532,790 (25,369) 532,790 (25,369) - - - - (1,407 ) - - - - - - - - - - (23,297 ) - (31) $ 393,894 $ 546,680 |
earned Employee Benefit $ (200,059 ) - - - - - - - - - 91,059 - - - (109,000 ) - - - - - - - - - - - 61,992 - - - - $ (47,008) |
||||||||
| Unappropriated Legal Reserve Special Reserve Earnings $ 3,237,808 $ 86,888 $ 8,970,974 509,867 - (509,867 ) - - (3,403,176 ) - - - - - 3,979,247 - - (20,252) - - 3,958,995 - - - - - - - - (12,137 ) - - - - - - - - - - - (10) 3,747,675 86,888 9,004,779 394,685 - (394,685 ) - - (2,807,405 ) - - - - - - - - 5,264,251 - - 49,854 - - 5,314,105 - - - - - - - - (206,011 ) - - - - - - - - - - - - - - 23,297 - - 31 $ 4,142,360 $ 86,888 $ 10,934,111 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2025)
17
CHROMA ATE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables (Gain) loss on financial assets at fair value through profit or loss Finance costs Interest income Dividend income Compensation costs of share-based payment Share of profit of associates and joint ventures accounted for using the equity method Gain on disposal of property, plant and equipment Gain on disposal of intangible assets Gain on disposal of investments accounted for using the equity method (Reversal) write-downs of inventories Impairment loss (Realized) unrealized gain on transactions with associates Net (gain) loss on foreign currency exchange Gain on lease modification Gain from bargain purchase Net changes in operating assets and liabilities Contract assets Notes receivable Trade receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Trade payables Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities |
2024 $ 6,708,563 744,792 30,370 46,870 (9,053) 44,672 (92,552) (39,295) 61,997 (668,580) (8,661) (24) (46,589) (35,254) - (259) (31,985) (26) (721) 271,228 64,480 (655,928) (816,026) (32,945) (158,191) (412,554) 10,919 447,544 416,585 (16,366) (24,519) 5,798,492 (1,014,562) 4,783,930 |
2023 $ 5,166,083 722,446 24,148 13,614 36,109 60,664 (85,256) (59,108) 91,060 (437,570) (1,317) - (7,627) 36,296 44,129 229 13,487 (148) - 547,339 18,212 (654,175) (48,989) (12,921) 94,003 (466,195) (14,200) (303,339) 14,615 (104,349) (22,187) 4,665,053 (1,256,643) 3,408,410 (Continued) |
|---|---|---|
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CHROMA ATE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Increase in financial assets at amortized cost Decrease in financial assets at amortized cost Payments to acquire financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Disposal of investments accounted for using the equity method Increase in prepayments for investments Net cash inflow on acquisition of subsidiaries Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Payments to acquire intangible assets Proceeds from disposal of intangible assets (Increase) decrease in other non-current assets Increase in prepayments for equipment Interest received Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase (decrease) in guarantee deposits Repayment of the lease principal Increase (decrease) in other non-current liabilities Cash dividends paid Acquisition of ownership interests in subsidiary Interest paid Dividends paid to non-controlling interests Unclaimed dividends Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES |
2024 $ (299,163) 291,626 7,198 (452,854) 225,169 (510,912) 324,196 74,669 - 684 (166,944) 53,599 (1,653) (57,185) 207 (47,987) (1,837,836) 92,561 413,740 (1,890,885) 12,991,745 (13,709,298) 1,150,000 (39,365) 5 (186,181) 5,177 (2,807,405) (262,439) (49,917) (89,780) 305 (2,997,153) 71,070 |
2023 $ (133,247) - 10,151 (245,517) 394,063 (569,134) 596,755 11,115 (33,120) - (545,924) 11,069 657 (15,557) - 457 (1,074,808) 84,504 114,458 (1,394,078) 8,912,700 (8,599,360) 885,000 (1,262,231) (40,089) (171,161) (2,410) (3,403,176) - (70,559) (81,184) - (3,832,470) 8,887 |
|---|---|---|
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CHROMA ATE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| 2024 NET DECREASE IN CASH AND CASH EQUIVALENTS $ (33,038) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 4,132,261 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 4,099,223 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated February 24, 2025) |
2023 $ (1,809,251) 5,941,512 $ 4,132,261 (Concluded) |
|---|---|
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Chroma ATE Inc.
Opinion
We have audited the accompanying parent company only financial statements of Chroma ATE Inc. (the “Corporation”), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).
In our opinion, based on our audits and the report of other auditors (refer to the Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Corporation as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the report of other auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter of the parent company only financial statements for the year ended December 31, 2024 is described as follows:
Occurrence of Sales Revenue from Specific Customers
The Corporation and its subsidiaries mainly sell test instruments and other products. In 2024, the revenue from specific customers had changed significantly as compared with last year. Considering that there may be greater risks of fraud in revenue recognition and the management could be under pressure to meet expected financial goals, we identified the occurrence of sales revenue from specific customers as a key audit matter.
The main audit procedures we performed for the aforementioned matter are as follows:
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We obtained an understanding of and tested the processes of internal controls related to the sales cycle and evaluated the effectiveness of design and implementation.
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We obtained sales details, selected samples and performed test of details, and we verified the documents such as sales order, delivery orders and invoices and confirmed the occurrence of sales revenue.
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We obtained samples of sales details and tested for any significant difference in customers and the amount of the receivables, or whether they are still within the credit period, to confirm the occurrence of sales revenue.
Other Matter
The parent company only financial statements of some investees included in the parent company only financial statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying parent company only financial statement for investees, is based solely on the reports of other auditors. As of December 31, 2024 and 2023, the carrying amounts of investments accounted for using the equity method were NT$4,385,973 thousand and NT$3,795,310 thousand, respectively, both representing 13% of the total assets. For the years ended December 31, 2024 and 2023, the related shares of profit or loss of associates were NT$607,618 thousand and NT$376,649 thousand, respectively, representing 10% and 8%, respectively, of the profit before income tax.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’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, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on 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.
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We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Wen-Chin Lin and Chien-Liang Liu.
Deloitte & Touche Taipei, Taiwan Republic of China February 24, 2025
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail .
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CHROMA ATE INC.
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Notes receivable (Note 9) Notes receivable - related parties (Notes 9 and 27) Trade receivables (Notes 5 and 9) Trade receivables - related parties (Notes 9 and 27) Other receivables - related parties (Note 27) Inventories (Notes 5 and 10) Prepayments (Note 27) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Note 8) Investments accounted for using the equity method (Notes 11 and 27) Property, plant and equipment (Notes 12 and 27) Right-of-use assets (Note 13) Investment properties (Note 14) Goodwill (Note 15) Intangible assets Deferred tax assets (Note 22) Prepayments for equipment (Note 27) Refundable deposits Prepayments for investments Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Contract liabilities (Notes 20 and 27) Trade payables Trade payables - related parties (Note 27) Other payables (Note 17) Current tax liabilities (Note 22) Lease liabilities (Notes 13 and 27) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 16) Deferred tax liabilities (Note 22) Lease liabilities (Notes 13 and 27) Net defined benefit liabilities (Note 18) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 19) Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
2024 Amount % $ 809,780 3 164 - 252 - 1,456,631 4 4,989,358 15 182,349 1 3,861,769 11 104,667 - 110,800 - 11,515,770 34 80,530 - 1,209,291 4 10,033,926 29 5,649,734 17 83,013 - 2,478,333 7 94,424 - 54,124 - 284,036 1 2,589,771 8 11,206 - - - 22,568,388 66 $ 34,084,158 100 $ 1,329,507 4 178,199 - 2,085,302 6 68,383 - 1,546,981 5 605,160 2 49,709 - 35,245 - 5,898,486 17 2,000,000 6 1,163,710 4 45,095 - 79,587 - 20,601 - 3,308,993 10 9,207,479 27 4,253,220 12 4,597,402 14 4,142,360 12 86,888 - 10,934,111 32 15,163,359 44 893,566 3 (30,868) - 24,876,679 73 $ 34,084,158 100 |
2023 | ||
|---|---|---|---|---|
| Amount % $ 1,308,296 4 9,263 - - - 1,237,989 4 2,794,258 9 199,950 1 3,247,863 11 203,673 1 54,058 - 9,055,350 30 4,205 - 1,079,856 4 9,425,915 32 5,908,919 20 95,124 - 2,478,333 9 94,424 - 36,631 - 306,200 1 1,171,462 4 10,375 - 62,573 - 20,674,017 70 $ 29,729,367 100 $ 2,000,000 7 190,532 1 1,498,816 5 16,339 - 1,394,603 5 333,006 1 48,261 - 52,789 - 5,534,346 19 850,000 3 1,148,250 4 67,035 - 153,235 - 20,625 - 2,239,145 7 7,773,491 26 4,253,644 15 4,544,870 15 3,747,675 13 86,888 - 9,004,779 30 12,839,342 43 348,888 1 (30,868) - 21,955,876 74 $ 29,729,367 100 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2025)
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CHROMA ATE INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 20 and 27) Sales Less: Sales returns Sales allowances Net operating revenue OPERATING COSTS (Notes 10, 21 and 27) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 21 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Finance costs Share of profit of subsidiaries, associates and joint ventures (Note 11) Interest income Rental income Dividend income Other income Gain on disposal of property, plant and equipment Gain on disposal of investments accounted for using the equity method Gain on financial assets at fair value through profit or loss Foreign exchange gain (loss) |
2024 Amount % $ 15,676,879 100 (3,219) - (21,591) - 15,652,069 100 6,950,372 45 8,701,697 55 - - 5,780 - 8,707,477 55 1,328,527 8 866,224 6 1,924,168 12 1,000 - 4,119,919 26 4,587,558 29 (29,494) - 1,253,428 8 21,218 - 14,099 - 39,083 - 110,069 1 7,892 - 46,589 - 12,521 - 224,708 2 |
2023 | ||
|---|---|---|---|---|
| Amount % $ 12,535,645 100 (1,877) - (3,994) - 12,529,774 100 5,520,808 44 7,008,966 56 (196,706) (2) - - 6,812,260 54 1,015,211 8 745,399 6 1,541,683 12 7,000 - 3,309,293 26 3,502,967 28 (39,026) - 1,209,407 10 31,426 - 14,402 - 30,313 - 45,422 - 1,339 - 7,627 - 930 - (52,577) - (Continued) |
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CHROMA ATE INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Other expenses Impairment loss Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 22) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 18) Unrealized gain or loss on investments in equity investments designated as at fair value through other comprehensive income Share of the other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE (NT$; Note 23) Basic Diluted |
2024 Amount % $ (1,552) - - - 1,698,561 11 6,286,119 40 1,021,868 6 5,264,251 34 48,451 - 55,933 - (79,899) - 255,998 1 276,792 2 557,275 3 $ 5,821,526 37 $ 12.49 $ 12.38 |
2023 | ||
|---|---|---|---|---|
| Amount % $ (850) - (44,129) - 1,204,284 10 4,707,251 38 728,004 6 3,979,247 32 (22,675) (1) (12,888) - (19,193) - (42,796) - (4,344) - (101,896) (1) $ 3,877,351 31 $ 9.45 $ 9.37 |
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| $ | $ | |||
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2025) (Concluded)
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PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
CHROMA ATE INC.
| Ordinary Share Capital Capital Surplus BALANCE AT JANUARY 1, 2023 $ 4,253,970 $ 4,502,473 Appropriation of the 2022 earnings Legal reserve - - Cash dividends - NT$8.0 per share - - Change in capital surplus from investments in associates and joint ventures accounted for using the equity method - 29,389 Net profit for the year ended December 31, 2023 - - Other comprehensive income (loss) for the year ended December 31, 2023 - - Total comprehensive income (loss) for the year ended December 31, 2023 - - Adjustment of capital surplus for the Corporation's cash dividends received by subsidiary - 13,238 Disposal of investments accounted for using the equity method - (556 ) Changes in ownership interests in subsidiaries - - Share-based payment (326 ) 326 Unrealized gain or loss transferred to retained earnings from disposal of equity instruments designated at fair value through other comprehensive income and investments accounted for using the equity method - - BALANCE AT DECEMBER 31, 2023 4,253,644 4,544,870 Appropriation of the 2023 earnings Legal reserve - - Cash dividends - NT$6.6 per share - - Change in capital surplus from investments in associates and joint ventures accounted for using the equity method - 42,676 Unclaimed dividends (48 ) 353 Net profit for the year ended December 31, 2024 - - Other comprehensive income (loss) for the year ended December 31, 2024 - - Total comprehensive income (loss) for the year ended December 31, 2024 - - Adjustment of capital surplus for the Corporation's cash dividends received by subsidiary - 10,920 Disposal of investments accounted for using the equity method - (3,417 ) Difference between consideration and carrying amount of subsidiaries acquired or disposed - - Changes in ownership interests in subsidiaries - 1,624 Share-based payment (376 ) 376 Unrealized gain or loss transferred to retained earnings from disposal of equity instruments designated at fair value through other comprehensive income - - Unrealized gain or loss transferred to retained earnings from disposal of equity instruments designated at fair value through other comprehensive income and investments accounted for using the equity method - - BALANCE AT DECEMBER 31, 2024 $ 4,253,220 $ 4,597,402 |
Retained Earnings | Total $ 12,295,670 - (3,403,176 ) - 3,979,247 (20,252) 3,958,995 - - (12,137 ) - (10) 12,839,342 - (2,807,405 ) - - 5,264,251 49,854 5,314,105 - - (206,011 ) - - 23,297 31 $ 15,163,359 |
Other Equity | Total Treasury Shares $ 339,463 $ (30,868 ) - - - - - - - - (81,644) - (81,644) - - - - - - - 91,059 - 10 - 348,888 (30,868 ) - - - - - - - - - - 507,421 - 507,421 - - - - - (1,407 ) - - - 61,992 - (23,297 ) - (31) - $ 893,566 $ (30,868) |
Total Equity $ 21,360,708 - (3,403,176 ) 29,389 3,979,247 (101,896) 3,877,351 13,238 (556 ) (12,137 ) 91,059 - 21,955,876 - (2,807,405 ) 42,676 305 5,264,251 557,275 5,821,526 10,920 (3,417 ) (207,418 ) 1,624 61,992 - - $ 24,876,679 |
|
|---|---|---|---|---|---|---|
| Unrealized Gain Exchange (Loss) on Differences on Financial Assets at Translating the Fair Value Financial Through Other Statements of Comprehensive Unearned Foreign Operations Income Employee Benefit $ (90,349 ) $ 629,871 $ (200,059 ) - - - - - - - - - - - - (47,140) (34,504) - (47,140) (34,504) - - - - - - - - - - - - 91,059 - 10 - (137,489 ) 595,377 (109,000 ) - - - - - - - - - - - - - - - 532,790 (25,369) - 532,790 (25,369) - - - - - - - (1,407 ) - - - - - - - 61,992 - (23,297 ) - - (31) - $ 393,894 $ 546,680 $ (47,008) |
||||||
| Unappropriated Legal Reserve Special Reserve Earnings $ 3,237,808 $ 86,888 $ 8,970,974 509,867 - (509,867 ) - - (3,403,176 ) - - - - - 3,979,247 - - (20,252) - - 3,958,995 - - - - - - - - (12,137 ) - - - - - (10) 3,747,675 86,888 9,004,779 394,685 - (394,685 ) - - (2,807,405 ) - - - - - - - - 5,264,251 - - 49,854 - - 5,314,105 - - - - - - - - (206,011 ) - - - - - - - - 23,297 - - 31 $ 4,142,360 $ 86,888 $ 10,934,111 |
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2025)
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CHROMA ATE INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Gain on financial assets at fair value through profit or loss Finance costs Interest income Dividend income Compensation costs of share-based payments Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method Gain on disposal of property, plant and equipment Gain on disposal of investments accounted for using the equity method (Reversal) write-downs of inventories Impairment loss (Realized) unrealized gain on transactions with subsidiaries and associates Net (gain) loss on foreign currency exchange Net changes in operating assets and liabilities Notes receivable Trade receivables Inventories Prepayments Other current assets Contract liabilities Trade payables Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments to acquire financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Payments to acquire financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss |
2024 $ 6,286,119 466,298 23,684 1,000 (12,521) 29,494 (21,218) (39,083) 61,992 (1,253,428) (7,892) (46,589) (23,000) - (5,780) (180,476) 8,847 (2,234,135) (685,045) 99,190 (56,112) (12,333) 608,990 303,339 (17,544) (25,197) 3,268,600 (712,090) 2,556,510 (47,580) 7,198 (345,830) 282,026 |
2023 $ 4,707,251 464,058 17,311 7,000 (930) 39,026 (31,426) (30,313) 91,059 (1,209,407) (1,339) (7,627) 17,000 44,129 196,706 32,202 (1,642) (690,193) 50,463 (115,639) 34,894 31,664 22,659 (219,865) (389,287) (25,059) 3,032,695 (804,749) 2,227,946 (60,000) 10,151 (500,000) 501,238 (Continued) |
|---|---|---|
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CHROMA ATE INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)
| Disposal of investments accounted for using the equity method Increase in prepayments for investments Proceeds from capital reduction of investments accounted for using the equity method (Increase) decrease in refundable deposits Decrease (increase) in other receivables - related parties Payments to acquire intangible assets Increase in prepayments for equipment Interest received Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in guarantee deposits Repayment of lease principal Cash dividends paid Acquisition of ownership interests in subsidiaries Interest paid Unclaimed dividends Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2024 $ 65,282 - 9,302 (831) 93,911 (41,177) (1,641,181) 22,077 1,247,686 (349,117) 12,578,847 (13,250,000) 1,150,000 - (24) (51,222) (2,807,405) (331,139) (28,869) 305 (2,739,507) 33,598 (498,516) 1,308,296 $ 809,780 |
2023 $ 11,115 (62,573) - 278 (13,449) (13,744) (1,016,158) 30,967 481,506 (630,669) 8,020,000 (7,320,000) 850,000 (1,150,000) (40,202) (48,816) (3,403,176) (100,000) (38,926) - (3,231,120) 13,193 (1,620,650) 2,928,946 $ 1,308,296 |
|---|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated February 24, 2025) (Concluded)
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ATTACHMENT 5
CHROMA ATE INC.
Earnings Distribution Proposal
For Year Ended December 31, 2024
| Unit: NT$ | |
|---|---|
| Undistributed Earnings of Previous Year | $ 5,802,688,533 |
| Plus: 2024 Net Income | 5,264,251,853 |
| Accrued Pension Costs under Retained Earnings | 49,854,213 |
| Unrealized gain or loss transferred to retained earnings from | |
| disposal of equity instruments designated at fair value | |
| through other comprehensive income | 23,296,599 |
| Unrealized gain or loss transferred to retained earnings from | |
| disposal of equity instruments designated at fair value | |
| through other comprehensive income and investments | |
| accounted for using the equity method | 30,901 |
| Difference between consideration and carrying amount of | |
| subsidiaries acquired or disposed | (206,010,845) |
| Less: Legal Reserve | (513,142,272) |
| 2024 Earnings Available for Distribution | 10,420,968,982 |
| Distribution Item: | |
| Cash Dividends to Common Share Holders (NT$9 per Share) | (3,827,898,378) |
| Unappropriated Retained Earnings | 6,593,070,604 |
Note:
-
Net Income of 2024 shall be preferred in the profit distribution.
-
The total cash dividends allotted to each shareholder will be rounded off to NT dollar. The fractional shares with a value less than one dollar are accumulated and adjusted to meet the total amount of profit resolved to be distributed.
Chairman Leo Huang
CEO Leo Huang CFO Paul Ying
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ATTACHMENT 6
Comparison Table for the “Amendments to Articles of Incorporation”
| After Revision | Before Revision | Explanation | |
|---|---|---|---|
| Article 34 If the Company generates a profit for the fiscal year, it shall allocate 5% to 20% of such profit to employee bonuses.Of this portion, 10% to 30% shall be distributed to non-executive employees. Employee bonuses shall be distributed either in shares or cash as resolved by the Board of Directors. Persons eligible for such distribution shall include employees of the Company’s subsidiaries who meet certain criteria. No more than 1.5% of profits shall be allocated as director remuneration, subject to a resolution by the Board of Directors. Employee bonuses and director remuneration shall be reported at the shareholders’ meeting. If the Company has accumulated losses, such losses shall first be covered before making any of the above-mentioned allocations in accordance with the preceding provisions. |
Article 34 If the Company has surplus of that fiscal year, it shall allocated the profit to (1) 5-20% to employee bonuses, either in shares or cash as decided by the Board of Directors, persons eligible for such distribution shall include employees of the Company’s subsidiaries who meet certain qualifications; (2) no more than 1.5% as the remuneration for directors. Employee bonuses and remuneration for directors should be presented in the shareholders’ meeting. The Company shall make up losses for preceding years before above mentioned payments are made. |
Revision in accordance with Article 14, paragraph 6of theSecurities and Exchange Act. |
|
| Article 36 The Articles of Incorporation were made on 23 October, 1984………, The 31stamendment was made on 7 June, 2016. The 32ndamendment was made on 8 June, 2017. The 33rdamendment was made on 8 June, 2018. The 34thamendment was made on 18 June, 2019. |
Article 36 The Articles of Incorporation were made on 23 October, 1984………, The 31stamendment is made on 7 June, 2016. The 32ndamendment is made on 8 June, 2017. The 33rdamendment is made on 8 June, 2018. The 34thamendment is made on 18 June, 2019. |
Added latest amendment and date. |
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| After Revision | Before Revision | Explanation | |
|---|---|---|---|
| The 35thamendment was made on 9 June, 2022. The 36thamendment is made on 10 June, 2025. |
The 35thamendment is made on 9 June, 2022. |
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Appendix 1
CHROMA ATE INC. Articles of Incorporation (Before Amendment)
Chapter One: General Provisions
Article 1
The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be CHROMA ATE INC.
The Company English name is CHROMA ATE INC.
Article 2
The scope of business of the Corporation shall be as follow:
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CC01110 Computers and peripheral equipment manufacturing.
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F113050 Wholesale of computers and clerical machinery equipment.
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F213030 Retail sale of computers and clerical machinery equipment.
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E605010 Computing equipment installation.
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CC01080 Electronics components manufacturing.
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F119010 Wholesale of electronic materials.
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F219010 Retail sale of electronic materials.
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JA02010 Electrical appliance and electronic products repair.
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CC01120 Data storage media manufacturing and duplicating.
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F118010 Wholesale of computer software.
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F218010 Retail sale of computer software.
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I301010 Information software services.
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CE01010 General instrument manufacturing.
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F113030 Wholesale of precision instruments.
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F213040 Retail sale of precision instruments.
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EZ05010 Apparatus installation.
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CC01060 Wired communication mechanical equipment manufacturing.
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CC01070 Wireless communication mechanical equipment manufacturing.
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CC01101 Controlled telecommunications radio-frequency devices and materials manufacturing.
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F401021 Controlled telecommunications radio-frequency devices and materials import.
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F401010 International trade.
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CB01010 Mechanical equipment manufacturing.
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CE01030 Optical instruments manufacturing.
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CF01011 Medical devices manufacturing.
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F113070 Wholesale of telecommunication instruments.
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F213060 Retail sale of telecommunication apparatus.
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H701040 Specific area development.
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H701060 New towns, new community development.
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H701010 Housing and building development and rental.
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H701020 Industrial factory development and rental.
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H702010 Construction manager.
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H703090 Real estate business.
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H703100 Real estate leasing.
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F108031 Wholesale of medical devices.
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F208031 Retail sale of medical apparatus.
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ZZ99999 All businesses that are not prohibited or restricted by law, except those that are
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subject to special approval.
Article 3
The Corporation shall be able to render guarantee (including endorsement) to a third party for business purposes.
Article 4
When the Corporation invests in other companies as a shareholder, it shall not be subject to the restriction of the Company Law which provides that the total amount of such investment shall not exceed forty percent (40%) of the amount of this Corporation’s paid-in capital. Any such investment by this Corporation shall be made in accordance with a resolution adopted by the Board of Directors.
Article 5
The head office of the Company shall be in Taoyuan City, Taiwan. Pursuant to the resolutions adopted by the Board of Directors, the Company may, if necessary, set up branches or factories within and outside the R.O.C.
Article 6
Any public announcement by this Corporation shall be made in accordance with the Company Law.
Chapter Two: Capital Stock
Article 7
The total authorized capital stock of the Corporation is Five Billion New Taiwan Dollars (NT$5,000,000,000), divided into Five Hundred Million (500,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10). The Board of Directors is authorized to issue the un-issued shares in installments, of which Three Hundred Million New Taiwan Dollars (NT$300,000,000), divided into Thirty Million (30,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) are reserved for issuance of employee stock options. The Board of Directors is authorized to issue the unissued shares at a premium in installments.
Article 8
Where the exercise price of the employee stock options is set to be lower than the closing price of the Corporation’s common shares on the date that the options are issued, the Corporation may need over two-thirds of the votes in the shareholders’ meeting attended by over 50% of shares represented by the shareholders present at the meeting.
Where the exercise price of the employee stock options is set to be lower than the average buyback price of common shares, the Corporation may transfer the buy-back common shares to the employees, by over two-thirds of the votes in the shareholders’ meeting attended by over 50% of shares presented by the shareholders present at the meeting.
Article 9
The Company may, upon approval, repurchase treasury shares to any employees of the Company and its Subsidiaries.
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The Company may, upon approval by a majority of the Directors at a meeting, adopt incentive programmes and may issue restricted shares or options, warrants, or other similar instruments, to employees of the Company and its Subsidiaries.
Where the Company increases its capital in cash by issuing new shares in R.O.C., the Company may reserve a number of new shares to be issued to employees of the Company and its Subsidiaries.
Article 10
Registered shares issued by the Company may be exempted from printing on a share certificate, but must be registered with a centralized securities depository.
Article 11
Shareholders shall provide a seal (or specimen signature) card and submit it to the Company for verification when collecting dividends and exercising their shareholder rights.
Article 12
Shareholders of the Company shall handle share affairs such as stock transfer, pledge, loss, inheritance and gift, as well as seal loss, change or change of address in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies ", except if otherwise provided by securities laws and regulations.
Article 13
Registration of share transfers shall be suspended for sixty (60) days prior to any ordinary meeting of shareholders, thirty (30) days prior to any extraordinary meeting of shareholders, and five (5) days prior to any rate on which dividends, and bonuses or any other benefits are scheduled to be distributed by the Corporation.
Chapter Three: Shareholders’ Meetings
Article 14
Shareholders’ meetings may be ordinary meetings or extraordinary meetings. Ordinary meetings shall be convened at least once a year, and shall be convened by the Board of Directors within six months after the end of each fiscal year. Extraordinary meetings may be convened when necessary in accordance with applicable laws.
The shareholders' meeting may be conducted by video conference or other means announced by the Ministry of Economic Affairs.
Article 15
The Chairman of the Board of Directors shall preside at each meeting of shareholders. In the event the Chairman of the Board of Directors is absent, he shall designate one director to act on his behalf. In the absence of such a designation, the directors shall elect a director from among themselves to preside at the meeting.
If the shareholders’ meeting is called by any convener external to the Board of Directors, the chairperson shall be assumed by the convener. If there are more than two conveners, the chairperson shall be elected out of the conveners.
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Article 16
If a shareholder is unable to attend a meeting, he / she may appoint a representative to attend it, and to exercise, on his / her behalf, all specified rights at the meeting, in accordance with Article 177 of the Company Law.
Article 17
A shareholder shall be entitled to one vote for each share held by him / her; except those shares for which the voting rights are restricted or excluded as stipulated in Article 179 Item 2 of the Company Law.
Article 18
Unless otherwise provided in the Company Law, any resolution at a shareholders’ meeting shall be adopted if voted in favor by the majority of votes at a shareholders’ meeting at which shareholders of more than one-half of the total issued and outstanding shares are present.
A shareholder who exercises his voting right in the way of electronic transmission shall be deemed to have attended the shareholders’ meeting in person.
Article 19
The resolution adopted by the shareholders’ meeting shall be recorded in writing; the meeting minutes must be signed by or imprinted with the seal of the chairperson and distributed to shareholders within twenty (20) days after the meetings. The minutes of the shareholders’ meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and results of the meetings. The minutes shall be kept permanently throughout the life of the Corporation.
The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Corporation for the minimum period of one year.
Chapter 4: Directors and Audit Committee
Article 20
The Company shall establish the Board of Directors constituted by five (5) to nine (9) directors. The shareholders’ meeting votes shall be cast among candidates on the candidates list through the cumulative ballot system specified in Article 198 of the Company Act. The term of office for Directors shall be three (3) years, and all Directors shall be eligible for re-election.
As per the Company Act and Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least three independent directors.
The directors (including independent directors) shall be elected from among the nominees listed as director candidates pursuant to the candidates’ nomination system. Compliance matters with respect to independent directors shall be subject to the regulations prescribed by the Company Act and the securities authority.
When the posts of one-third or more of the directors have been vacated, a special meeting of shareholders shall be convened to elect directors to fill the vacancies within sixty (60) days. The
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term of office of the new directors shall be the same as the original director(s)’ term(s). The Company may purchase liability insurance for directors and management in accordance with business requirements.
Article 21
The Board of Directors shall be organized by the directors in accordance with the relevant laws. The Chairman of the Board of Directors shall be elected by a majority of the directors present at a meeting attended by two-thirds of the directors. The Chairman of the Board of Directors shall be the authorized representative of the Corporation. If necessary, Chairman may appoint consultants as resolute by the Board of Directors.
Article 22
Except for the Board meetings convened pursuant to the provisions of Article 203 or Article 203-1 of the Company Act, Board meetings shall be convened by the Chairman, who shall also be the chairman of the meeting. The agenda of the Board of Directors meeting shall be arranged in advance and sent to all directors seven (7) days in advance with detailed information of the meeting’s date, venue, and agenda. A Board meeting may be convened at any time, without such prescribed notice, in case of urgent circumstances. Notifications for the meetings of the Board of Directors may be communicated through written notice, fax, and electronic mail.
Article 23
Unless provided in the Company Law or the Corporation’s Articles of Incorporation, all resolutions of the Board shall be passed by the approval of over 50% of the directors present at the Board meetings with the attendance of over 50% of all the directors.
Article 24
In case the Chairman of the Board of Directors is on leave or otherwise cannot exercise his powers, he may designate in accordance with Article 208 of the Company Law.
Article 25
If a director is unable to attend the Board meeting for any reason, they shall issue a proxy describing the scope of the authorization as regards the subjects to be discussed at the meeting, and thereby appoint another director to attend the meeting on their behalf. Each director is limited to act as the representative of one other director only.
Article 26
The duties of the Board of Directors are as follows:
-
Formulate the business plan.
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Approve the profit allocation plan.
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Propose the increase/decrease of capital.
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Formulate and amend the Articles of Incorporation.
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Approve important contracts.
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Approve the appointment, dismissal of, and remuneration payable to the Managerial Officers.
-
38 -
-
Establish or dissolve branch office.
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Approve proposed budget and closing accounting.
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Approve the merchandise of real estate or investment of other companies.
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Other matters required by the laws and regulations and authorized by the shareholders’ meeting.
Article 27
The established Audit Committee will be constituted by all the independent directors and replace the duty of supervisors.
Article 28
Responsibilities of the Audit Committee or the members of Audit Committee shall be those specified under the Company Law, Securities and Exchange Law, and other relevant laws and regulations.
Article 29
The remuneration of the directors shall be determined by the Board of Directors in consideration of the directors’ participation in and devotion to the operation of the Corporation as well as reference to industry standards, regardless of the Corporation’s profits or losses. If the Corporation has earnings, the remuneration will be distributed in accordance with Article 34 of the Corporation’s Articles of Incorporation.
Chapter 5: Managerial Officers
Article 30
The Corporation has one President and several Vice Presidents. The President shall be nominated by the Chairman; and his appointment shall be approved by more than 50% of the directors. The Vice Presidents shall be nominated by the President; and their appointment shall be approved by Chairman of the directors and report to Board of Directors.
Article 31
The President shall be authorized by the Board of Directors to execute the Corporation business in accordance with the Articles of Incorporation and excluded from managerial office defined in the Article 26 Item 6.
Chapter 6: Accounting
Article 32
The fiscal year of the Company shall begin on 1 January and end on 31 December of each year. Upon closing of each fiscal year, the Board of Directors shall prepare the following statements and reports, and shall submit these to the Shareholders' Meeting in accordance with the procedures as prescribed by law.
-
Business report.
-
Financial statements.
-
Proposal for distributing earnings or covering losses.
-
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Article 33
The allocation of net profits will be distributed after taking into consideration of the Corporation’s business environment and growth phase as well as the profitability, capital expenditures, and capital needs for future development plans. Such distribution may be made in ways and amount of payout. When the Corporation is currently in a growth phase, in concerning the cash needs for future development, the annual distributable cash earnings shall be no less than 20% of the total distributed cash and dividends.
Article 34
If the Company has surplus of that fiscal year, it shall allocated the profit to (1) 5-20% to employee bonuses, either in shares or cash as decided by the Board of Directors, persons eligible for such distribution shall include employees of the Company’s subsidiaries who meet certain qualifications; (2) no more than 1.5% as the remuneration for directors. Employee bonuses and remuneration for directors should be presented in the shareholders’ meeting.
The Company shall make up losses for preceding years before above mentioned payments are made.
Article 34-1
The Corporation shall allocate the earnings for each fiscal year in the order of paying tax, making up losses for preceding years, and a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Corporation. The Corporation may also set aside earnings, for operation or reverse a special reserve according to relevant regulations when necessary. Any surplus balance after the above mentioned payments are made, together with the undistributed earnings as of the beginning of that fiscal year, shall be allocated pursuant to resolution by the shareholders’ meeting. When the Corporation has no surplus, no dividends and bonuses will be distributed.
If the Corporation’s earnings distribution made by the way of cash dividend, the Board of Directors shall be authorized through special resolution to distribute and report to the shareholders meeting. Where the Corporation incurs no loss, it may, pursuant to a resolution to be adopted by a shareholders’ meeting as required in the preceding Article, distribute its legal reserve and the following capital reserve, in whole or in part. The legal reserve can be distributed by issuing new shares or by cash and shall be limited to the part of the reserve exceeding, 25% of the paid-in capital. If above mentioned article are made to distribute the Corporation’s legal reserve and the following capital reserve, in whole or in part of cash payment, the Board of Directors are authorized through special resolution to distribute and report to the shareholders’ meeting.
Chapter 7: Supplementary Articles
Article 35
Any matters not provided for in these Articles of Incorporation shall be governed by the Company Law.
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Article 36
The Articles of Incorporation were made on 23 October, 1984. The first amendment was made on 15 November, 1986. The second amendment was made on 16 May, 1987. The third amendment was made on 3 October, 1988. The fourth amendment was made on 20 September, 1989. The fifth amendment was made on 14 May, 1990. The sixth amendment was made on 8 November, 1990. The seventh amendment was made on 30 April, 1991. The eighth amendment was made on 20 June, 1991. The ninth amendment was made on 28 December, 1991. The tenth amendment was made on 25 June, 1993. The eleventh amendment was made on 10 September, 1993. The twelfth amendment was made on 7 April, 1994. The thirteenth amendment was made on 21 July, 1995. The fourteenth amendment was made on 25 March, 1996. The fifteenth amendment was made on 11 October, 1996 The sixteenth amendment was made on 24 May, 1997. The seventeenth amendment was made on 28 April, 1998. The eighteenth amendment was made on 13 May, 1999. The nineteenth amendment was made on 10 May, 2000. The twentieth amendment was made on 30 May, 2001. The twentieth-first amendment was made on 21 May, 2002. The twentieth-second amendment was made on 15 May, 2003. The twentieth-third amendment was made on 18 May, 2005. The twentieth-four amendment was made on 16 May, 2006. The twentieth-five amendment was made on 30 May, 2007. The twentieth-six amendment was made on 13 June, 2008. The twentieth-seven amendment was made on 22 May, 2009. The twentieth-eight amendment was made on 9 June, 2011. The twentieth-nine amendment was made on 6 June 2012. The thirtieth amendment is made on 10 June, 2015. The 31[st] amendment is made on 7 June, 2016. The 32[nd] amendment is made on 8 June, 2017. The 33[rd] amendment is made on 8 June, 2018. The 34[th] amendment is made on 18 June, 2019. The 35[th] amendment is made on 9 June, 2022.
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Appendix 2
CHROMA ATE INC.
Rules of Procedure for Shareholders’ Meetings
-
The Shareholders’ Meeting of the Corporation (the “Meeting”) shall be conducted in accordance with these Rules and Procedures.
-
The term “shareholders” as set forth herein denotes the shareholders themselves and the proxies authorized by shareholders.
-
Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in.
-
The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.
-
The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00am or later than 3:00pm.
-
The Chairman of the Board of Directors shall be the chairman presiding at the meeting in the case that the meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the meeting, the Vice Chairman of the Board of Directors or an appointed Director shall preside at the Meeting. Where no such designee is designated, the chairman shall be elected out of the directors.
-
If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting. If there are more than two conveners, the chairman shall be elected from the conveners.
-
The company may appoint designated counsel, CPA, or other related persons to attend the meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.
-
The process of the Meeting shall be tape-recorded or videotaped and these tapes or videos shall be preserved for at least one year.
-
The chairman shall call the meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law of the Republic of China. The aforesaid tentative resolutions shall be executed in accordance with relevant provisions of the Company Law.
-
If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Law of the Republic of China.
-
42 -
-
The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.
-
The above provision set forth in the preceding paragraph shall apply to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.
-
Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.
In the case that the chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.
The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.
-
When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with a summary of the speech, the shareholder’s number (or the number of their Attendance Card), and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.
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If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of the actual speech shall prevail.
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Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of other shareholders, otherwise the chairman shall stop such interruption.
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Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.
Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.
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If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
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After the speech of a shareholder, the chairman may respond himself / herself or appoint an appropriate person to respond.
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The chairman may announce to end the discussion of any resolution and go into voting if the chairman deems it appropriate.
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The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be (a) shareholder(s). The result of voting shall be announced at the Meeting and placed on record.
The chairman may announce a break as appropriate during the proceedings of a shareholders’
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meeting.
Except otherwise specified in the Company Law of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
If there are amendments to or substitutes for a single discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
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The chairman may instruct the disciplinary officers or security guards to assist in keeping order in the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officers” for identification purposes.
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Any matters insufficiently provided for herein shall be subject to the Company Law, Articles of Incorporation, and other laws and regulations concerned.
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14.These Rules and Procedures shall be effective from the date they are approved by the Shareholders’ Meeting. The same applies in case of revision.
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Appendix 3
Shareholding of Directors
Book Closure Date: April 12[nd] , 2025
| Book Closure | Book Closure | Date: April 12nd, 2025 | Date: April 12nd, 2025 | |||
|---|---|---|---|---|---|---|
| Title | Name | Date Elected |
Shareholding when Elected |
Current Shareholding | ||
| Shares | % | Shares | % | |||
| Chairman | Leo Huang | 2023.06.09 | 20,859,897 | 4.90% |
20,859,897 | 4.90% |
| Director | Ishih Tseng | 2023.06.09 | 240,548 |
0.06% |
198,948 |
0.05% |
| Director | David Yang | 2023.06.09 | 54,000 |
0.01% |
51,000 |
0.01% |
| Director | David Huang | 2023.06.09 | 3,376,432 |
0.79% |
3,325,432 |
0.78% |
| Director | Shui-Yung Lin | 2023.06.09 | 0 |
0 |
0 |
0 |
| Independent Director |
Tai-Jen George Chen |
2023.06.09 | 0 |
0 |
0 |
0 |
| Independent Director |
Jia-Ruey Duann |
2023.06.09 | 0 |
0 |
0 |
0 |
| Independent Director |
Steven Wu |
2023.06.09 | 0 |
0 |
0 |
0 |
| Independent Director |
Janice Chang |
2023.06.09 | 0 |
0 |
0 |
0 |
Note:
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Total issued shares: 425,322,042 shares on April 12, 2025.
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As required under the article 2 of Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the Company has elected more than 2 independent directors, the share ownership figures calculated at the rates are set forth in the preceding paragraph for all directors other than the independent directors and shall be decreased by 80 percent.
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The minimum required combined shareholding of all directors by law: 16,000,000 shares.
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The minimum required combined shareholding of all supervisors by law: N/A (replaced by established Audit Committee).
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The combined shareholding of all directors on the book closure date is 24,435,277 shares, which has met the minimum required combined shareholding.
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