AI assistant
CSG — AGM Information 2024
Sep 3, 2024
51821_rns_2024-09-03_9e9397af-8422-469d-9697-fd360bfa61a9.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code: 1463
==> picture [309 x 90] intentionally omitted <==
2024 Annual Shareholders’ Meeting
Meeting Handbook
Date: June 25, 2024
Venue: No. 126, Dagong Road, Dayuan District, Taoyuan City (Conference room of this Company's Dayuan Plant)
Table of Contents
| Table of Contents | |
|---|---|
| 1. | Meeting Procedure ··································································· 01 |
| 2. | Meeting Agenda ······································································ 02 |
| 3. | Reports on Company Affairs ······················································· 03 |
| 4. | Matters for Ratification ······························································ 04 |
| 5. | Matters for Discussion ······························································· 06 |
| 6. | Extraordinary Motions ······························································· 06 |
| 7. | Attachments |
| I. 2023 Business Report ······················································· 08 |
|
| II. 2023 Audit Committee Report ············································· 18 |
|
| III. 2023 CPA Audit Report and Financial Statements (and Consolidated | |
| Financial Statements) ························································ 19 | |
| 8. | Appendices |
| I. Articles of Incorporation ···················································· 36 |
|
| II. Rules of Procedure for Shareholders’ Meetings ························· 42 |
|
| III. Directors' Shareholdings ···················································· 46 | |
| IV. Impact on Business Performance and EPS Resulting from | |
| Non-remunerative Share Allotment in the Current Period ············· 47 |
Chyang Sheng Dyeing & Finishing Co., Ltd 2024 Annual Shareholders' Meeting Procedure
-
I. Call the Meeting to Order
-
II. Chairperson’s Remarks
-
III. Reports on Company Affairs
-
IV. Matters for Ratification
-
V. Matters for Discussion
-
VI. Extraordinary Motions
-
VII. Adjournment
1
Chyang Sheng Dyeing & Finishing Co., Ltd 2024 Annual Shareholders' Meeting Agenda
Time: June 25, 2024 (Tues.) 09:00 AM
Venue: No. 126, Dagong Road, Dayuan District, Taoyuan City (Conference room of this
Company's Dayuan Plant)
Method: In-person shareholders' meeting
I. Call the Meeting to Order (announce respective number of shares held by shareholders present)
-
II. Chairperson’s Remarks
-
III. Reports on Company Affairs
-
(I) 2023 Business Report.
-
(II) 2023 Audit Committee Report.
-
(III) Report on the 2023 distribution of remuneration to employees and directors.
IV. Matters for Ratification
-
(I) 2023 Business report and financial statements.
-
(II) 2023 Surplus distribution plan.
V. Matters for Discussion
- (I) Proposal to partially amend the Company's Articles of Incorporation.
VI. Extraordinary Motions
VII. Adjournment
2
Reports on Company Affairs
- (I) Please review the 2023 Business Report.
Please refer to pages 07-13 (attachment 1) of this handbook.
-
(II) Please review the 2023 Audit Committee Report. Please refer to page 14 (attachment2) of this handbook.
-
(III) Please review the 2023 report on the remuneration of employees and directors. Note:
-
I. In accordance to Article 18 of the Articles of Incorporation, if the Company is profitable in the current year, it must allocate no less than 1% and no more than 3% to employee and director remuneration, respectively. However, an amount shall be set aside in advance to compensate for cumulative losses, if any.
-
II. The Company distributed 2023 remunerations in the amount of 1%, or NT$1,148,714 to employees and 3%, or NT$3,446,141 to directors. This is identical to the estimated amount in accounts and was distributed in cash.
3
Matters for Ratification
Item 1: Proposed by the Board
Proposal: Ratification of the 2023 Business Report and Financial Statements. Note:
-
I. The Company's 2023 consolidated and individual financial statements have been audited by CPA Yu Chi-Lung and CPA Yu Sheng-Ho from KPMG Taiwan and, together with the business report, have been examined by the Company's audit committee, which has determined that there are no discrepancies and has issued a written report of the examination.
-
II. Please refer to pages 07-13 and 15-29 in this handbook for the business report, CPA audit report, and financial statements (attachment 1 and 3).
Resolution:
Item 2: Proposed by the Board
Proposal: Ratification of the 2023 surplus distribution plan. Note:
-
I. The Company's 2023 net profit after tax was NT$107,279,591.
-
II. The 2023 surplus distribution statement is provided as follows:
Chyang Sheng Dyeing & Finishing Co., Ltd Earning distribution statement 2023
Unit: NT$
2023 |
Unit: NT$ |
|---|---|
| Item | Amount |
| Undistributed surplus of the previous period |
1,058,568 |
| Add: 2023 netprofit after tax | 107,279,591 |
| Add: Confirm welfare plan and assess amount |
890,101 |
| Less: 10% statutoryreserve | (10,816,969) |
| Distributableprofits in the currentperiod | 98,411,291 |
| Less: Cash Dividends(NT$0.5per share) | (86,634,191) |
| Undistributed profits at the end of the period |
11,777,100 |
Chairman: Chen Jen-Fa Executive: Lu Fang-Fu Head of Accounting: Cheng Yi-Min
- III. Distribution of the current cash dividend is calculated to the nearest New Taiwan Dollar, with all amounts of abnormal payments of less than NT$1 adjusted from the largest to smallest decimal point and from the first account number to the last until the total amount of cash dividend distribution is met.
4
-
IV. Once ratified in the annual shareholders' meeting, the Chairman is authorized to determine other related matters such as the base date and distribution date of dividends. If, in the future, a revision is required due to changes in the Company's share capital affecting the number of outstanding shares, resulting in a change in shareholders' dividend rate, it shall be proposed to the shareholders' meeting to provide full authority to the Chairman in the handling of this matter.
-
V. 2023 Net profit after tax will receive priority for distribution of cash dividends distributed in the current year.
Resolution:
5
Matters for Discussion
Item 1: Proposed by the Board
Proposal: Vote on the proposal to partially amend the Company's Articles of Incorporation. Note:
-
I. In order to meet the requirements of the Company's operational development, it is hereby proposed to change the Company's name to NEW CHYANG SHENG CO., LTD.
-
II. To comply with the change of the Company's name, it is hereby proposed to partially amend the Articles of Incorporation. A comparison table of the provisions before and after the amendment is set out below:
| Articles | Before amendment | After amendment | Reasons for amendment | ||
|---|---|---|---|---|---|
| Article 1 | In accordance to the Company Act, the Company has been named強盛染整股份有限公 司. The English name of the Company is CHYANG SHENG DYEING & FINISHING CO., LTD. |
In accordance to the Company Act, the Company has been named強盛新股份有限公司. The English name of the Company isCHYANG SHENG TEXING CO., LTD. |
The amendment is proposed in order to comply with the change of the Company's name. |
||
| Article 21 | The Articles of Incorporation was established on October 4, 1983. (omitted) Twenty-sixth revision on June 27, 2022 |
The Articles of Incorporation was established on October 4, 1983. (omitted) Twenty-sixth revision on June 27, 2022 Twenty-seventh revision on June 25, 2024 |
The amendment is proposed in order to add the date and number of the current revision. |
Resolution:
Extraordinary Motions
Adjournment
6
Attachments
7
Attachment 1
2023 Business Report
-
I. 2023 Operating Performance
-
(I) Business Plan Implementation Results:
The Company's primary business in 2023 was OEM services for cloth dyeing, finishing, and finished cloth with annual net operating income of NT$343,518 thousand; after deducting operating costs of NT$329,242 thousand and operating expenses of NT$60,145 thousand, and adding non-operating income of NT$156,145 thousand, the settlement result shows net profit before tax for the current year to be NT$110,276 thousand. Comparison of operating results in the past 2 years is as follows:
Unit: Expressed in thousands of New Taiwan Dollars
| Year Item |
2023 |
2022 | Increase (decrease) amount |
Change ratio (%) |
|---|---|---|---|---|
| Net revenue | 343,518 | 486,163 | (142,645) | (29.34) |
| Operatingcost | 329,242 | 414,079 | (84,837) | (20.49) |
| Operatingmargin | 14,276 | 72,084 | (57,808) | (80.20) |
| Operatingexpenses | 60,145 | 61,005 | (860) | (1.41) |
| Net operating profit (loss) |
(45,869) | 11,079 | (56,948) | (514.02) |
| Non-operating income (expenditure) |
156,145 | 68,085 | 88,060 | 129.34 |
| Net profit before tax | 110,276 | 79,164 | 31,112 | 39.30 |
(II) Budget Implementation:
In accordance to the Guidelines for Disclosure of Financial Forecasts by Public Companies, the Company is not required to disclose financial forecast information.
(III) Analysis of Financial Gains and Losses and Profitability:
Unit: Expressed in thousands of New Taiwan Dollars
| Item | Year | 2023 |
2022 | Increase (decrease) |
|---|---|---|---|---|
| Financial receipts and expenditures |
Operating revenue | 343,518 | 486,163 | (142,645) |
| Operating margin | 14,276 | 72,084 | (57,808) | |
Interest income |
1,578 | 1,246 | 332 | |
| Interest expenditure | 10 | 6 | 4 | |
| Net profit after tax | 107,279 | 68,684 | 38,595 | |
| Profitability | Return on assets (%) | 4.38 | 2.86 | 1.52 |
| Return on equity (%) | 4.77 | 3.12 | 1.65 |
8
| Item | Year | 2023 |
2022 | Increase (decrease) |
|---|---|---|---|---|
| Ratio of net profit before tax to paid-incapital(%) |
6.36 |
3.96 | 2.40 | |
| Net profit margin (%) | 31.23 | 14.13 | 17.10 | |
| Earnings per share (NTD) | 0.65 | 0.42 | 0.23 |
-
(IV) Research and Development Status:
-
Development of manufacturing processes and new products for mass production:
-
(1) Ceased the usage of fluorine-based water repellent in favor of fluorine-free water repellent, thereby reducing the pollution of water resources without compromising the quality of the finished products and the effects of post-processing by calendering, laminating, etc.
-
(2) Initiated the mass production of ocean recycled yarn manufactured using fluorine-free water repellent instead of 3M water repellent while meeting all customer quality requirements.
-
(3) Reduced the weight of the Tsp*T fabric and achieved a soft, elastic feel required for mass production.
-
(4) Successfully concluded the trial production of solution-dyed fabric based on polyester fibers, meeting the requirements for mass production.
-
(5) Successfully concluded the trial production of winter and summer police uniforms with mass production underway.
-
-
Plans for development of new products and quality improvements:
-
(1) Initiate a trial production of a biomass dispersing and leveling agent to be used in the dyeing stage to avoid foaming in the dyeing vats, which leads to abnormalities such as color stains on the fabric surface, and to increase the production vat volume ratio.
-
(2) Improve the performance of the low-tension continuous scouring and desizing machine used in the preprocessing stage to process warp-faced non-elastic fabrics and multi-layer thick-grade fabrics, increasing the output and enhancing the effect of scouring and desizing for the benefit of dyeing operations.
-
(3) Introduce a beltless fabric wheel exhaust-dyeing machine to be used in the dyeing stage to dye nylon and polyester fiber fine denim fabrics, aiming to avoid surface scratches, slipping, and other abnormalities, and increase the output of nylon fabrics.
-
9
- (4) Initiate a trial production of elastic fabric using recycled yarn manufactured from warp-and-weft polyester fiber waste to develop more types of environmentally friendly yarn production methods and increase the number of recycled products.
- (5) Initiate a comprehensive trial production of nylon and nylon interwoven fabrics, including processing modifications and related raw material selection and use, to improve the quality of nylon fabrics.
-
II. Summary of 2024 Business Plan:
-
(I) Operating Policy:
Chyang Sheng Vision: "Modernize C.S. into a first-rate, world class company that allows employees to achieve life-long learning and growth". Uphold the spirit of professionalism through dyeing and finishing services to satisfy customer demands, pursue revenue growth, and sustainable operations.
Our operating code of conduct: "Create new revenue streams, decrease costs, utilize collective power; upgrade, transform, innovate, and surpass". Our hope is that the entire company will adopt these standards and practices to create new opportunities for the Company. We've established specific policies for this purpose:
-
Focus on talent-centric knowledge capital.
-
Develop customer relations from the perspective of the service industry.
-
Build culture oriented towards customer values and teams that are efficient and capable of executing at the highest level, thereby maintaining customer trust.
-
Achieve new streams of revenue, decrease expenditures, manage costs, and prevent any waste.
-
Practice 6S Visual Management, improve the quality of employees and work environments.
-
Establish a culture of discipline for an exceptional human-centric culture.
-
Build a management team capable of executing and performing at the highest level.
Additionally, we will continue to develop the Company's core competencies - the ability to practice and execute quality - and hope that these values are understood, implemented, and practiced by all employees. Declaration of our enterprise culture:
-
Create a culture of integrity and accountability.
-
Create a culture that pursues excellence and advancement.
-
Create a culture of sharing knowledge and information between individuals. Encourage colleagues to reset their thinking, to re-think, re-design, embrace
positive attitudes, do the right things, and cultivate the right people; do the right things well and to completion while also finding methods for success instead of
10
reasons for failure; bear hope instead of complaints, interpret things positively, think outside the box and do not harbor negative emotions. This will lead to good thinking that will lead the Company to success.
The Company's doctrines of "integrity, team, professionalism, and efficiency" is something we hope all colleagues practice at their jobs daily.
-
Integrity: Face problems with honesty instead of gas-lighting, pointing fingers, or dealing with office politics.
-
Team: Each individual is a key cog in the Company. Do your job well, integrate into teams, and move forward with the Company instead of passively expending oneself.
-
Professionalism: Continue to learn and hone one's professional capabilities; the Company also provides employees with basic and advanced training.
-
Efficiency: Reviewing the aspects of people, machinery, materials, and regulations to increase efficiency in every aspect.
Taiwan's Climate Change Response Act was passed on January 10, 2023. The new law sets a net-zero emissions target for 2050, improves the level of climate governance, imposes a carbon levy for exclusive use, adds a special chapter on climate change adaptation, and includes management mechanisms for carbon footprint and product labeling. In response to the Glasgow Climate Pact established at COP 26 in 2021, nations have been urged to enhance their reduction targets; Taiwan has increased its 2030 carbon reduction goal from 20% with the base period of 2005 to 24%±1%. The Company not only strives for economic growth, but also assumes responsibility for sustainable development. It seeks to promote an environmental sustainability plan that includes investments in energy conversion, optimization, and recycling, waste reduction, and the reuse of waste in the food chain. These steps are taken to establish an operating model based on sustainable development to protect environmental resources and approach the goal of net zero. In addition to the economic development of the Company, social aspects and shared values of stakeholders must also be taken into account to ensure the comprehensive protection and sustainability of the environment and ecosystems.
- (II) Sales forecast:
The Company's 2024 sales forecast is the amount: Dyeing, finishing, and OEM shipments amounting to 26,400,000 yards.
-
(III) Production and sales strategy:
-
Create customer value
The Company is one of the few professional domestic dyeing and finishing plants with quality assurances for professional dyeing for domestic brands and merchants and is committed to providing services that create added
11
value for its customers.
- (1) Classification of products from each production line that are suitable for processing
Long fiber dyeing line: Polyester long-fiber woven general fabric and polyester long-fiber warp-and-weft two-way elastic woven fabric series.
Nylon long-fiber woven general fabric and nylon long-fiber warp-and-weft two-way elastic woven fabric series.
Interweaving cold dyeing line: Short- and long-fiber interwoven fabrics and long- and short-fiber elastic interwoven fabrics.
-
(2) Special feature products include:
-
T/C, T/R, and T100% reduced-weight fabric series.
-
Microfiber processing products and high color fastness dyeing series.
-
Long slim 20 denier high density ultra water repellent processing.
-
T 100%, T-OP "two-way elastic" fabric series.
-
Poly HCR high shrinkage elastic polyester fabric series.
-
-
(3) Functional processing products include:
-
Moisture wicking, antibacterial moisture wicking processing.
-
Development of processing with hybrid functions such as antibacterial, odor resistance, or UV resistance.
-
Microcapsule processing for health benefits such as mosquito repellent, aromas, and moisturizing skin care.
-
Introduction and application of nanoscale processing catalysts.
-
Fluorine free (C0) eco-friendly water repellent processing.
-
EN-471 requirement standards for fluorescent orange and fluorescent yellow.
-
Fabrics meet TFT function certification standards for UV resistance, moisture wicking, and fast drying.
-
-
Provide professional services through market segmentation
The Company's long-fiber exhaust-dyeing line provides brand customers with customized services and focuses on the reliable quality of the Poly and Nylon series, utilizing digital color management and processes such as concentrated quantification of fine denim, high-density, and elastic fabrics. The Company maintains close contact with major brand customers to meet the demands of the market.
12
- Quality first, on-time delivery, rapid service Although the Comprehensive and Progressive Agreement for
Trans-Pacific Partnership (CPTPP) and the Regional Comprehensive Economic Partnership (RCEP) have both entered into force, Taiwan has unfortunately been unable to participate in these two major regional trade organizations. Despite disadvantages, Taiwan has had the opportunity of obtaining a portion of orders transferred out of China due to the trade war between the U.S. and China. Ultimately, product quality has become the most critical aspect. This became an opportunity for enterprise transformation and upgrade and striving to achieve quality first, on-time delivery, and rapid service.
-
Digital technology application Full dedication to plans for further upgrade and transformation to productivity 4.0.
-
(1) Build seamless upstream/downstream transition mechanisms to obtain real-time data to achieve the goal of rapid materials preparation, reduced inventory, and on-time delivery based on the requirements of orders.
-
(2) Big data analysis mechanisms such as ERP and MES are linked to the reproducible formulas labs and on-site monitoring technology, allowing for automated formula management and production resumes of products to achieve data transparency and rapid response capabilities for production lines.
-
(3) Introduce energy-saving dyeing and setting machines and utilize equipment automation and smart feedback control technology to achieve smart production lines and transition towards a smart factory for professional dyeing and finishing.
-
(4) Introduce automated optical inspection (AOI) systems to identify discarded cloth in key segments of production machinery, replacing labor operated inspection systems. Implement AI assisted automatic fabric/report inspection for finished products to solve labor shortages and increase both accuracy and timeliness.
-
Talent cultivation
-
(1) Cultivate high quality, worldly, energetic, and idealistic mid-level managers through the "Industry-Academia Special Joint Program"
-
(2) The rotation of R&D, technical, and on-site personnel shall be conducted in a manner to develop multi-skilled talent by exposing them to both office and factory affairs for talent required to address complex environments and changes in the future.
-
(3) Assist employees with career planning and increase opportunities for
13
them to train their core capabilities.
-
Function integration in production lines, maintain and update machinery
-
(1) Review the latest plans relating to demand of production and sales and combine production lines according to function, allowing for concentrated production of equipment and fully expressing their combined productivity benefits.
-
(2) Implement energy and water conservation for machinery and equipment to decrease the ratio of dyeing liquor ratio and consumption of energy and chemical catalysts as we transition towards sustainable environmental protection.
-
(3) Eliminate and replace pre-treatment equipment to combine scouring and condensing processes. This eliminates production bottlenecks by shortening processes and improves the smoothness of elastic fabric finishing.
-
Selection of raw materials and incoming inspections
-
(1) The raw materials qualification program selects suitable raw materials or competing products to improve processing quality and decrease the price fluctuation impact of raw materials.
-
(2) By eliminating unsuitable combinations and standardizing formulas, identical formulas can be utilized in concentrated processing to promote product consistency and decrease waste due to the changing of specifications.
-
(3) Each batch of incoming raw materials are sampled and submitted to the testing lab for rigorous inspections to ensure material stability.
-
- Comprehensive quality controls
-
(1) Each manufacturing processes adheres to the quality policies of "no manufacturing of defective products", "no acceptance of defective products", and "no dissemination of defective products". Quality controls and guarantees are performed to provide customers with satisfactory products and services.
-
(2) Implementation of ISO 9001 quality controls ensures consistent quality that satisfy customer requirements.
-
(3) A Quality Management Team has been established to plan and perform operations related to quality management and inspection. Systematic quality audits assist production departments with the implementation and performance of comprehensive quality controls.
14
III. Future Development Strategy:
The Company's primary business operations continue to be in joint exports. Due to changes in global market competition, our primary fabric plants have invested into vertical integration from fabrics to garments and the development of brands and distribution channels to maintain competitive advantage. As such, business in Taiwan's OEM operations have been severely compressed. In response to the intense changes of the competitive environment in the global textile industry, the Company's long and short-term development goals are as follows:
-
(I) Continue transitioning towards advancements in high-value, differentiated products
-
Develop various high value-added materials to achieve differentiation, combining them with technology and trends to produce functional fabrics that generate greater business opportunities.
-
(II) Dyeing plants passed GRS certification for the development of eco-friendly textile products
-
Currently, many textile manufacturers in Taiwan have invested in the development of eco-friendly textiles such as recycled nylon, dope dyed fiber, bio-based eco-friendly textiles, and anhydrous dyed textiles; the use of recycled PET bottles in textiles has earned an excellent global reputation. The trend of eco-friendly textiles will inevitably garner more future attention and as such, complying with global trends will facilitate entry into the global production and sales supply chain.
-
(III) Develop fashionable and highly functional textiles
In recent years, consumer preference has shifted towards a lifestyle that "combines sports, work, and life" which is why the demand for fashionable and functional textile products has increased. Taiwan's textile industry has become a major global base of R&D and production for functional textiles. As more major global brands continue to release functional fashion garments, the Company will actively strive to find a niche to expand the textile market.
The strategy to achieve development goals in the preceding paragraph requires long-term development and planning of digital transformation, smart mechanical production, innovative manufacturing processes, and strategic alliances to identify brand requirements and perform vertical integration with garment distribution channels. The combination of the Company's existing dyeing and finishing business with an operation model that encompasses energy supply for dyeing and finishing as well as the professional service park will allow full utilization of the circular economy development model provided by recycling and steam and electricity symbiosis at Dayuan Industrial Park. The short-term business plan will focus more on high fastness quality such as the concentrated
15
quantification and high quality production of higher T100% two-way elastic fabrics, fine and lightweight denier fabrics, and high density fabrics. Working with domestic upstream suppliers of poly eco-friendly raw materials eliminates any worries for domestic mass production while forming strategic partnerships with brand operating customers will sustain the development plan to increase sales volume.
-
IV. The impact of the external competitive environment, regulatory environment, and macroeconomic conditions:
-
(I) The impact of regional economic environments continues to increase for the textile industry. Hopefully, the government will strive hard for the possibility of joining regional organizations. Competition in the global economy is transitioning towards regional integration in the form of global supply chains. Following the UK, Taiwan applied to join CPTPP (Comprehensive and Progressive Agreement for Trans-Pacific Partnership) in 2021 but has yet to join as further review and negotiations are required. Also, the RCEP (Regional Comprehensive Economic Partnership) formed by ASEAN countries and its 5 FTA partners, including China, became effective in 2022. The partnership's ultimate goal is to eliminate tariffs on more than 90% of products between member countries; due to the continuing U.S.-China trade war, China will undoubtedly utilize this opportunity to increase their trading power to oppose the U.S. and CPTPP. If Taiwan is unable to negotiate and sign individual free trade agreements or gain entry into the trade organizations in these two major regions, exports of Taiwanese textiles will suffer severe crowding out effects.
-
(II) The Russia-Ukraine War has persisted for more than two years, resulting in severe impact to the global economy. The surging prices of natural gas, coal, and imported raw materials has caused a global inflation and affected consumer purchase power. Even as COVID-19 restrictions ease in the west, brands are seeing an increase in inventory, orders are stagnating, and there has been a negative short-term impact to global economy growth. Due to many global factors and interference, domestic energy prices will continue to increase and inevitably impact energy costs for the current year. In response, production management must take inventory of energy consumption in each plant and establish KPI goals for improvement, utilize the PDCA management cycle to review energy consumption, and adopt a spirit of constant improvement to suppress the severe impact of surging energy prices.
-
(III) The standards of environmental protection laws have comparatively risen and have evolved along with environmental sustainability. The Company conducted engineering to improve heating systems used in manufacturing processes and has replaced the existing coal heating systems with a new medium pressure steam heating system and gas boiler, both of which meet the operation guidelines of the latest provisions in the "Boiler Air Pollution Emission Standards".
16
-
(IV) In order to implement the eco-friendly guidelines of the Zero Discharge of Chemicals (ZDHC) certification, the Company has obtained Bluesign certification and is fully dedicated to implementing certified replacements for dyes and chemical catalysts. Improvements to raw materials and additives have resulted in effects such as increased costs. Further review of raw material consumption and selection of competing products must be conducted to effectively control and manage variable costs.
-
(V) With the passage of Taiwan's Climate Change Response Act in 2023 and the impending introduction of a carbon fee in 2025, as well as increasing pressure from international brands on suppliers to reduce carbon emissions, companies will need to pay more attention to supply chain carbon management and development this year. The Company has sent in-house engineers for external training to create carbon inventories and thus improve its data transparency and reliability. Later, the Company intends to move forward with investigating carbon footprints of its products and performing classification and calculations to facilitate the timely completion of certification by a third-party notary public.
Chairman: Chen Jen-Fa
Executive: Lu Fang-Fu
Head of Accounting: Cheng Yi-Min
17
Attachment 2
Chyang Sheng Dyeing & Finishing Co., Ltd
Audit Committee's Report
In accordance with the reporting guidelines of Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act, the 2023 financial statements, earnings distribution proposal, and business report prepared by the Company's Board of Directors through KMPG Taiwan have been reviewed by the Audit Committee and found to contain no discrepancies. Please verify.
To
The Company's 2024 Annual Shareholders' Meeting
Chyang Sheng Dyeing & Finishing Co., Ltd Chairman of the Audit Committee:
March 12, 2024
18
Attachment 3
Independent Auditors ’ Report
To the Board of Directors of Chyang Sheng Dyeing & Finishing Co., Ltd.:
Opinion
We have audited the financial statements of Chyang Sheng Dyeing & Finishing Co., Ltd.(“the Company”), which comprise the balance sheet as of December 31, 2023 and 2022, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Dyeing and finishing service revenue
Refer to Note 4(n) "Revenue recognition" to the financial statements.
Description of key audit matter:
The Company engaged in dyeing and finishing processing business, the transaction model of such businesses is that the customers provide the raw fabric, and the Company performs the dyeing and finishing processing of the raw fabric. After analyzing the transaction terms of this business, it is to satisfy the performance obligation and transfer the control of labor to the customer over time. The Company calculates the completion ratio and recognizes the sales revenue based on the progress of the manufacturing work orders. Considering the importance of revenue recognition to the financial statements and the impact of revenue recognition to meet performance obligations over time, therefore, the accountant listed it as the key audit matter.
19
Our principal audit procedures included: understanding of revenue recognition policies adopted by the Company, and comparing them with sales terms to assess the appropriateness of those policies; observing the design of the internal control system of sales revenue on site, and testing the effectiveness of its implementation on a sample basis; sample testing of individual revenue transactions, verification to customer orders, proof of shipment, etc.; selecting samples of sales transactions for the period before and after the end of the year, to review the customer orders, sales terms, inventory completion and shipment records and other related information of these transactions. In addition, the reasonableness of the calculation of the percentage of completion is verified on a sample basis by obtaining the work-in-progress list at the end of the period.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor ’ s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
20
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Yu, Chi-Lung and Yu, Sheng-Ho.
KPMG
Taipei, Taiwan (Republic of China) March 12, 2024
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
21
(English Translation of Financial Statements Originally Issued in Chinese) CHYANG SHENG DYEING & FINISHING CO., LTD.
Balance Sheets
December 31, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1140 Current contract assets (notes 6(p)) 1170 Notes and accounts receivable, net (notes 6(d) and 7) 130X Inventories (note 6(e)) 1476 Other financial assets (note 7) 1479 Other current assets Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (note 6(c)) 1550 Investments accounted for using equity method (note 6(f)) 1600 Property, plant and equipment (notes 6(g) and 8) 1755 Right-of-use assets (note 6(h)) 1760 Investment property (notes 6(i) and 8) 1995 Other non-current assets (notes 6(l), (m) and 8) Total assets |
December 31, 2023 Amount % $ 127,251 5 181,701 7 13,901 1 61,332 3 20,102 1 10,628 - 6,198 - |
December 31, 2022 Amount % 200,744 8 103,301 4 11,271 1 81,195 3 21,338 1 12,424 1 3,560 - 433,833 18 2,316 - 1,367,675 57 460,491 19 171 - 126,076 5 31,845 1 1,988,574 82 2422407 100 Liabilities and Equity Current liabilities: 2181 Notes and accounts payable 2280 Current lease liabilities (note 6(j)) 2399 Other current liabilities Non-Current liabilities: 2570 Deferred income tax liabilities (note 6(m)) 2580 Non-current lease liabilities (note 6(j)) 2600 Other non-current liabilities Total liabilities Equity (notes 6(n)): 3110 Ordinary shares 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity: 3411 Exchange differences on translation of foreign financial statements 3420 Unrealized gains or losses from financial assets at fair value through other comprehensive income 3500 Treasury shares Total equity Total liabilities and equity |
December 31, 2023 | December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|---|
Amount |
% |
Amount |
|||
102,699 4 99,826 4 |
|||||
77,030 3 77,030 3 2,987 - - - 25334 2 24585 1 |
|||||
421,113 17 |
|||||
| 1,756 - 1,432,716 58 463,566 19 4,486 - 124,890 5 32,788 1 |
, , 105,351 5 101,615 4 |
||||
208,050 9 201,441 8 |
|||||
1,732,684 70 1,732,684 72 |
|||||
277,476 11 273,926 11 |
|||||
199,926 8 192,540 8 56,835 2 56,835 2 109,228 4 77,751 3 |
|||||
2,060,202 83 |
|||||
365,989 14 327,126 13 |
|||||
(28,950) (1) (22,752) (1) 34,857 1 18,773 1 (108,791) (4) (108,791) (4) |
|||||
(102,884) (4) (112,770) (4) |
|||||
2,273,265 91 2,220,966 92 |
|||||
$ 2,481,315 100 2,422,407 100 |
|||||
| $ 2481315 100 |
See accompanying notes to financial statements.
22
(English Translation of Financial Statements Originally Issued in Chinese) CHYANG SHENG DYEING & FINISHING CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars , except for earnings per share)
| Operating revenues (notes 6(p) and 7) 5000 Operating costs (notes 6(e), (g), (l) and 12) Gross profit from operations Operating expenses (notes 6(d), (g), (l), (q) and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment loss (reversal of impairment loss) Net operating income (loss) Non-operating income and expenses: 7100 Interest income (note 6(r)) 7010 Other income (notes 6(k), (r) and 7) 7020 Other gains and losses (note 6(s)) 7375 Share of profit of associates accounted for using equity method (note 6(f)) 7510 Interest expense (note 6(j)) Profit before income tax 7951 Less: income tax expenses (note 6(m)) Profit 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss: 8311 Gains on remeasurements of defined benefit plans (note 6(l)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss Items that may not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation Items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income (after tax) Comprehensive income Basic earnings per share (NT dollars) (note 6(o)) Diluted earnings per share (NT dollars) (note 6(o)) |
2023 | % 100 96 |
2022 | % 100 85 15 2 8 2 - 12 3 - 9 (1) 6 - 14 17 2 15 1 - - 1 7 7 8 23 0.42 0.42 |
|---|---|---|---|---|
| Amount $ 343,518 329,242 |
Amount 486,163 414,079 |
|||
14,276 |
4 | 72,084 |
||
10,408 41,454 9,083 (800) |
3 12 3 - |
11,854 39,099 9,312 740 |
||
60,145 |
18 | 61,005 | ||
(45,869) |
(14) | 11,079 |
||
1,578 55,551 7,339 91,687 (10) |
- 16 2 27 - |
1,246 42,958 (2,979) 26,866 (6) |
||
156,145 |
45 | 68,085 |
||
110,276 2,997 |
31 1 |
79,164 10,480 |
||
107,279 |
30 | 68,684 |
||
891 16,084 - |
- 5 - |
5,178 (242) - |
||
| 16,975 | 5 | 4,936 | ||
(6,198) |
(2) | 33,082 |
||
(6,198) |
(2) |
33,082 |
||
10,777 |
3 |
38,018 |
||
$ 118,056 |
33 | 106,702 |
||
$ |
0.65 | |||
| $ | 0.65 |
See accompanying notes to financial statements.
23
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) CHYANG SHENG DYEING & FINISHING CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars)
| Balance at January 1, 2022 Profit for the year ended December 31, 2022 Other comprehensive income for the year ended December 31, 2022 Comprehensive income for the year ended December 31, 2022 Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary shares Non-proportional investment in investee's increase in capital Balance on December 31, 2022 Profit for the year ended December 31, 2023 Other comprehensive income for the year ended December 31, 2023 Comprehensive income for the year ended December 31, 2023 Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary shares Non-proportional investment in investee's increase in capital Balance on December 31, 2023 |
Ordinary shares |
Other equity Retained earnings Unrealized gain (losses) from financial assets Capital surplus Legal reserve Special reserve Unappropriated retained earnings Exchange differences on translation of foreign financial statements measured at fair value through other comprehensive income Treasury shares 270,375 184,567 56,835 81,169 (55,834) 19,015 (108,791) |
Retained earnings | Retained earnings | Other | equity Unrealized gain (losses) from financial assets measured at fair value through other comprehensive income Treasury shares |
Total equity 2,180,020 |
|
|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
||||||||
| Legal reserve | Special reserve | |||||||
| $ 1,732,684 | ||||||||
- - |
- - - - - - |
68,684 - - - 5,178 33,082 (242) - |
68,684 38,018 |
|||||
| - | - - - |
73,862 33,082 (242) - |
106,702 |
|||||
| - - - |
- 7,973 - - - - 3,551 - - |
(7,973) - - - (69,307) - - - - - - - |
- (69,307) 3,551 |
|||||
| 1,732,684 - - |
273,926 192,540 56,835 - - - - - - |
77,751 (22,752) 18,773 (108,791) 107,279 - - - 891 (6,198) 16,084 - |
2,220,966 107,279 10,777 |
|||||
| - | - - - |
108,170 (6,198) 16,084 - |
118,056 |
|||||
| - - - |
- 7,386 - - - - 3,550 - - |
(7,386) - - - (69,307) - - - - - - - |
- (69,307) 3,550 |
|||||
| $ 1,732,684 |
277,476 199,926 56,835 |
109,228 (28,950) 34,857 (108,791) |
2,273,265 |
See accompanying notes to financial statements.
24
(English Translation of Financial Statements Originally Issued in Chinese) CHYANG SHENG DYEING & FINISHING CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Expected credit (gain) loss Interest expense Interest income Dividend income Share of profit of associates for using equity method Gain (loss) on disposal of property, plan and equipment Gain (loss) of financial assets at fair value through profit or loss Gain from disposal investments Impairment loss Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Financial assets at fair value through profit or loss Contract assets Notes and accounts receivable Inventories Other financial assets and current assets Defined benefit assets Notes and accounts payable Other financial liabilities and current liabilities Total changes in operating assets and liabilities Total adjustments Cash (outflow) inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows (used in) from operating activities Cash flows from (used in) investing activities: Acquisition of investments accounted for using equity method Dividends received from investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Refundable deposits and other assets Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Increase in guarantee deposits received Payment of lease liabilities Cash dividends paid Net cash flows used in financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2023 $ 110,276 43,891 (800) 10 (1,578) (2,869) (91,687) 1,028 (1,071) (20,228) 12,915 |
2022 79,164 42,299 740 6 (1,246) (1,916) (26,866) (95) 3,979 (904) - |
|---|---|---|
(60,389) |
15,997 | |
(57,101) (2,630) 20,663 1,236 (5,770) (1,597) 1,061 (8,871) |
19,687 3,471 2,861 9,721 (7,427) (1,458) (5,152) 1,431 |
|
(53,009) |
23,134 |
|
(113,398) |
39,131 |
|
(3,122) 1,578 2,869 (10) (10,181) |
118,295 1,246 1,916 (6) (12,266) |
|
(8,866) |
109,185 |
|
(4,800) 32,527 (25,940) 399 2,042 |
- 44,160 (63,369) 95 (1,884) |
|
4,228 |
(20,998) |
|
749 (297) (69,307) |
675 (518) (69,307) |
|
(68,855) |
(69,150) |
|
(73,493) 200,744 |
19,037 181,707 |
|
$ 127,251 |
200,744 |
See accompanying notes to financial statements.
25
3
Representation Letter
The entities that are required to be included in the combined financial statements of Chyang Sheng Dyeing & Finishing Co., LTD. as of and for the year ended December 31, 2023 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10, "Consolidated Financial Statements." endorsed by the Financial Supervisory Commission of the Republic of China. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Chyang Sheng Dyeing & Finishing Co., LTD. and Subsidiaries do not prepare a separate set of combined financial statements.
Company name: Chyang Sheng Dyeing & Finishing Co., LTD. Chairman: REN FA CHEN Date: March 12, 2024
26
Independent Auditors ’ Report
To the Board of Directors of Chyang Sheng Dyeing & Finishing Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Chyang Sheng Dyeing & Finishing Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Dyeing and finishing service revenue
Refer to Note 4(n) “Revenue recognition” to the consolidated financial statements.
27
Description of the key audit matter:
The Group engaged in dyeing and finishing processing business, the transaction model of such businesses is that the customers provide the raw fabric, and the Group performs the dyeing and finishing processing of the raw fabric. After analyzing the transaction terms of this business, it is to satisfy the performance obligation and transfer the control of labor to the customer over time. The Group calculates the completion ratio and recognizes the sales revenue based on the progress of the manufacturing work orders. Considering the importance of revenue recognition to the consolidated financial reporting and the impact of revenue recognition to meet performance obligations over time, therefore, the accountant listed it as the key audit matter.
Our principal audit procedures included: understanding of revenue recognition policies adopted by the Group, and comparing them with sales terms to assess the appropriateness of those policies; observing the design of the internal control system of sales revenue on site, and testing the effectiveness of its implementation on a sample basis; sample testing of individual revenue transactions, verification to customer orders, proof of shipment, etc.; selecting samples of sales transactions for the period before and after the end of the year, to review the customer orders, sales terms, inventory completion and shipment records and other related information of these transactions. In addition, the reasonableness of the calculation of the percentage of completion is verified on a sample basis by obtaining the work-in-progress list at the end of the period.
Other Matter
Chyang Sheng Dyeing & Finishing Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unmodified opinion.
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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
28
Auditor ’ s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the 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.
29
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Yu, Chi-Lung and Yu, Sheng-Ho.
KPMG
Taipei, Taiwan (Republic of China) March 12, 2024
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
30
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHYANG SHENG DYEING & FINISHING CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1140 Current contract assets (notes 6(r)) 1170 Notes and accounts receivable, net (including related parties) (note 6(d), (r) and 7) 130X Inventories (note 6(e)) 1476 Other financial assets (note 7 and 8) 1479 Other current assets Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (note 6(b)) 1517 Non-current financial assets at fair value through other comprehensive income (note 6(c)) 1551 Investments accounted for using equity method (note 6(f)) 1600 Property, plant and equipment (notes 6(h) and 8) 1755 Right-of-use assets (note 6(i)) 1760 Investment property, net (note 6(j) and 8) 1840 Deferred income tax assets (note 6(o)) 1995 Other non-current assets (note 8 and 9) Total assets |
December 31, 2023 Amount % $ 223,705 8 501,091 17 13,901 - 62,444 2 571,496 19 133,490 5 18,848 1 |
December 31, 2022 Amount % 253,973 9 512,795 19 11,271 - 84,600 3 431,047 15 147,163 5 12,401 - 1,453,250 51 7,557 - 141,677 5 441,293 16 460,491 17 453 - 254,963 9 5,063 - 60,346 2 1,371,843 49 2,825,093 100 December 31, 2023 December 31, 2022 Liabilities and Equity Amount % Amount % Current liabilities: 2130 Current contract liabilities (note 6(e) and (r)) $ 293,534 10 246,218 9 2171 Notes and accounts payable 56,773 2 56,214 2 2280 Current lease liabilities (note 6(l)) 1,545 - 418 - 2305 Other financial liabilities 61,465 2 48,922 2 2399 Other current liabilities 13,121 - 24,517 1 426,438 14 376,289 14 Non-Current liabilities: 2540 Long-term borrowings (note 6(k)) - - 2,000 - 2570 Deferred income tax liabilities (note 6(o)) 105,630 4 99,349 3 2580 Non-current lease liabilities (note 6(l)) 2,987 - 41 - 2670 Other non-current liabilities 26,594 1 25,845 1 135,211 5 127,235 4 Total liabilities 561,649 19 503,524 18 Equity attributable to owners of parent (notes 6(p)): 3110 Ordinary shares 1,732,684 59 1,732,684 61 3200 Capital surplus 277,476 9 273,926 10 Retained earnings: 3310 Legal reserve 199,926 7 192,540 7 3320 Special reserve 56,835 2 56,835 2 3350 Unappropriated retained earnings 109,228 4 77,751 3 365,989 13 327,126 12 Other equity: 3411 Exchange differences on translation of foreign financial statements (28,950) (1) (22,752) (1) 3420 Unrealized gains or losses from financial assets at fair value through other comprehensive income 34,857 1 18,773 1 5,907 - (3,979) - 3500 Treasury shares (108,791) (4) (108,791) (4) 36XX Non-controlling interests (note 6(g)) 104,943 4 100,603 3 Total equity 2,378,208 81 2,321,569 82 Total liabilities and equity $ 2,939,857 100 2,825,093 100 |
December 31, 2022 Amount % 253,973 9 512,795 19 11,271 - 84,600 3 431,047 15 147,163 5 12,401 - 1,453,250 51 7,557 - 141,677 5 441,293 16 460,491 17 453 - 254,963 9 5,063 - 60,346 2 1,371,843 49 2,825,093 100 December 31, 2023 December 31, 2022 Liabilities and Equity Amount % Amount % Current liabilities: 2130 Current contract liabilities (note 6(e) and (r)) $ 293,534 10 246,218 9 2171 Notes and accounts payable 56,773 2 56,214 2 2280 Current lease liabilities (note 6(l)) 1,545 - 418 - 2305 Other financial liabilities 61,465 2 48,922 2 2399 Other current liabilities 13,121 - 24,517 1 426,438 14 376,289 14 Non-Current liabilities: 2540 Long-term borrowings (note 6(k)) - - 2,000 - 2570 Deferred income tax liabilities (note 6(o)) 105,630 4 99,349 3 2580 Non-current lease liabilities (note 6(l)) 2,987 - 41 - 2670 Other non-current liabilities 26,594 1 25,845 1 135,211 5 127,235 4 Total liabilities 561,649 19 503,524 18 Equity attributable to owners of parent (notes 6(p)): 3110 Ordinary shares 1,732,684 59 1,732,684 61 3200 Capital surplus 277,476 9 273,926 10 Retained earnings: 3310 Legal reserve 199,926 7 192,540 7 3320 Special reserve 56,835 2 56,835 2 3350 Unappropriated retained earnings 109,228 4 77,751 3 365,989 13 327,126 12 Other equity: 3411 Exchange differences on translation of foreign financial statements (28,950) (1) (22,752) (1) 3420 Unrealized gains or losses from financial assets at fair value through other comprehensive income 34,857 1 18,773 1 5,907 - (3,979) - 3500 Treasury shares (108,791) (4) (108,791) (4) 36XX Non-controlling interests (note 6(g)) 104,943 4 100,603 3 Total equity 2,378,208 81 2,321,569 82 Total liabilities and equity $ 2,939,857 100 2,825,093 100 |
|---|---|---|---|
1,524,975 52 |
|||
8,634 - 162,078 6 456,182 16 463,566 16 4,526 - 253,777 9 4,987 - 61,132 1 |
|||
1,414,882 48 |
|||
$ 2,939,857 100 |
|||
5,907 - (3,979) - |
|||
(108,791) (4) (108,791) (4) |
|||
104,943 4 100,603 3 |
|||
2,378,208 81 2,321,569 82 |
|||
$ 2,939,857 100 2,825,093 100 |
See accompanying notes to financial statements.
31
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHYANG SHENG DYEING & FINISHING CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars , except for earnings per share)
| 4000 Net operating revenues (notes 6(r) and 7) 5000 Operating costs (notes 6(e), (n) and 12) Gross profit from operations Operating expenses (notes 6(d), (l), (n), (s) and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment loss (reversal of impairment loss) Net operating income (loss) Non-operating income and expenses: 7010 Other income (notes 6(m), (t) and 7) 7020 Other gains and losses (note 6(u)) 7060 Share of profit of associates accounted for using equity method (note 6(f)) 7100 Interest income (note 6(t)) 7510 Interest expense (note 6(l)) 7900 Profit before income tax 7950 Less: income tax expenses (note 6(o)) Profit 8300 Other comprehensive income (loss): 8310 Items that may not be reclassified subsequently to profit or loss: 8311 Gains on remeasurements of defined benefit plans (note 6(n)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Items that may not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation 8300 Other comprehensive income (after tax) Comprehensive income Profit attributable to: Owners of parent Non-controlling interests Comprehensive income (loss) attributable to: Owners of parent Non-controlling interests Basic earnings per share (NT dollars) (note 6(q)) Diluted earnings per share (NT dollars) (note 6(q)) |
2023 | % 100 95 |
2022 | % 100 85 15 2 10 2 - 14 1 15 (5) 7 - (1) 16 17 4 13 1 - 1 7 8 21 13 - 13 21 - 21 0.42 0.42 |
|---|---|---|---|---|
| Amount $ 347,508 331,750 |
Amount 495,932 419,379 |
|||
15,758 |
5 | 76,553 |
||
10,408 51,993 9,083 (800) |
3 15 3 - |
11,908 50,025 9,314 740 |
||
70,684 |
21 | 71,987 | ||
(54,926) |
(16) | 4,566 |
||
80,375 58,092 39,831 2,857 (5,348) |
23 17 11 1 (2) |
73,854 (22,730) 33,215 1,858 (3,859) |
||
175,807 |
50 |
82,338 |
||
120,881 13,579 |
34 4 |
86,904 18,025 |
||
107,302 |
30 | 68,879 |
||
891 20,401 |
- 6 |
5,178 (242) |
||
21,292 |
6 | 4,936 |
||
(6,198) |
(2) | 33,082 |
||
15,094 |
4 |
38,018 |
||
$ 122,396 |
34 | 106,897 |
||
$ 107,279 23 |
30 - |
68,684 195 |
||
| $ 107,302 |
30 | 68,879 | ||
$ 118,056 4,340 |
33 1 |
106,702 195 |
||
$ 122,396 |
34 | 106,897 | ||
$ |
0.65 | |||
| $ | 0.65 |
See accompanying notes to financial statements.
32
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHYANG SHENG DYEING & FINISHING CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars)
| Balance at January 1, 2022 Profit for the year ended December 31, 2022 Other comprehensive income for the year ended December 31, 2022 Comprehensive income for the year ended December 31, 2022 Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary shares Cash dividends of the Company received by its subsidiaries Non-proportional investment in investee's increase in capital Balance at December 31, 2022 Profit for the year ended December 31, 2023 Other comprehensive income for the year ended December 31, 2023 Comprehensive income for the year ended December 31, 2023 Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary shares Non-proportional investment in investee's increase in capital Balance at December 31, 2023 |
Equity attributable to owne | Equity attributable to owne | rs of parent | Non-controlling interests |
||||
|---|---|---|---|---|---|---|---|---|
| Ordinary shares |
Retained earnings | Other | equity Unrealized gain (losses) from financial assets measured at fair value through other comprehensive income Treasury shares |
Total equity attributable to owners of parent |
||||
| Exchange differences on translation of foreign financial statements |
||||||||
| Legal reserve | Special reserve |
See accompanying notes to financial statements.
33
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHYANG SHENG DYEING & FINISHING CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars)
| Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Expected credit (gain) loss Interest expense Interest revenue Dividend income Share of profit of investments accounted for using equity method Loss (gain) from disposal of property, plant and equipment (Gain) loss on disposal of investment properties Impairment (gain) loss on financial assets Impairment loss Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Financial assets at fair value through profit or loss, mandatorily measured at fair value Contract assets Notes and accounts receivable (including related parties) Inventories Other financial assets and current assets Defined benefit assets Total changes in operating assets Contract liabilities Notes and accounts payable Other financial liabilities and current liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from investing activities: Dividends received from investments accounted for using equity method Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Decrease (increase) in other non-current assets Net cash flows used in investing activities Cash flows from financing activities: (Repayments of) proceed from long-term debt Increase in guarantee deposits received Dividends paid from subsidiary to non-controlling shares Payment of lease liabilities Cash dividends paid Net cash flows used in financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2023 $ 120,881 44,133 (800) 5,348 (2,857) (17,810) (39,831) 1,028 (33,050) (39,608) 12,915 |
2022 86,904 42,540 740 3,859 (1,858) (22,803) (33,215) (95) 17,565 5,388 - |
|---|---|---|
(70,532) |
12,121 | |
83,285 (2,630) 22,956 (140,440) 2,420 (1,597) |
123,552 3,471 970 (129,417) (1,473) (1,459) |
|
(36,006) |
(4,356) |
|
41,981 559 (7,567) |
45,733 (7,857) (796) |
|
(1,033) |
32,724 |
|
(71,565) |
44,845 |
|
49,316 2,857 17,810 (21) (14,671) |
131,749 1,858 22,803 (10) (14,988) |
|
55,291 |
141,412 |
|
10,629 (4,800) (25,940) 399 (80) 1,782 |
10,317 - (63,369) 95 9,655 (1,884) |
|
(18,010) |
(45,186) |
|
(2,000) 749 - (541) (65,757) |
2,000 675 (1,791) (758) (65,756) |
|
(67,549) |
(65,630) |
|
(30,268) 253,973 |
30,596 223,377 |
|
$ 223,705 |
253,973 |
See accompanying notes to financial statements.
34
Appendices
35
Appendix 1
Articles of Incorporation
Chapter I. General Provisions
-
Article 1: In accordance to the Company Act, the Company has been named Chyang Sheng Dyeing & Finishing Co., Ltd.
-
The English name of the Company is CHYANG SHENG DYEING & FINISHING CO., LTD.
-
Article 2: The Company's operated business is as follows:
-
C301010 Yarn spinning mills
-
C302010 Weaving of textiles
-
C303010 Manufacture of non-woven fabrics
-
C305010 Printing, dyeing, and finishing
-
C399990 Other textile and products manufacturing
-
C801120 Manufacture of man-made fibers
-
F107020 Wholesale of dyes and pigments
-
F107170 Wholesale of industrial catalyst
-
F107200 Wholesale of chemical feedstock F113100 Wholesale of pollution controlling equipments
-
F207020 Retail sale of dyes and pigments
-
F207170 Retail sale of industrial catalyst
-
F213100 Retail sale of pollution controlling equipments
-
F401010 International trade
-
H701010 Housing and building development and rental
-
H701020 Industrial factory development and rental
-
G801010 Warehousing ZZ99999 All business items that are not prohibited or restricted by law, except those subject to special approval.
-
Article 3: The Company's headquarters is located in Taoyuan City; if necessary, the Board of Directors shall pass resolutions to establish domestic and foreign branch locations.
-
Article 3-1: The total amount of this Company's foreign investments is not restricted by the reinvestment ratio as stipulated in Article 13 of the Company Act.
-
Article 4: Due to business relationships, the Company may provide external endorsements or guarantees.
36
Chapter II. Shareholding
-
Article 5: The Company's total capital is rated at NT$3 billion with each share valued at NT$10; the Board of Directors is authorized to issue shares in installments if necessary.
-
Article 6: The shares issued by the Company are exempt from printing stock certificates. However, a centralized securities depository must be requested to handle custodianship and registration, which shall be conducted in accordance with the rules and regulations of the depository. The Company may issue special shares.
-
In the event that this Company merges with another, affairs relating to the merger do not require resolution by the Board of Directors.
-
The Company's handling of shares must comply with Regulations Governing the Administration of Shareholder Services of Public Companies of the competent authority as well as any other relevant laws and regulations.
-
Article 7: The transfer of stock shall be halted 60 days prior to the annual shareholders' meeting, 30 days prior to an extraordinary shareholders' meeting, or 5 days prior to the base date on which the Company has determined to distribute dividends, bonuses, or other benefits.
Chapter III. Shareholders' Meeting
-
Article 8: Shareholders' meetings are categorized as regular or extraordinary. By law, regular shareholders' meetings are convened once a year by the Board of Directors within 6 months upon the conclusion of the fiscal year; by law, extraordinary shareholders' meetings may be convened whenever necessary.
-
Article 9: If a shareholder is unable to attend a shareholders' meeting, they must submit a signed and stamped proxy form printed by this Company, clearly stating the attendance of a proxy and their authorized scope. Unless otherwise stipulated in the Company Act, the attendance of shareholder proxies must be handled in accordance to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.
-
Article 10: The shareholders of the Company shall be entitled to one vote for each share held; however, those restricted by Paragraph 2, Article 179 of the Company Act shall be excluded.
37
- Article 11: Unless otherwise stipulated by the Company Act, the resolutions of shareholders' meetings must be passed with more than half of the total number of issued shares in attendance and shall be carried out with the consent of a majority vote by the shareholders present.
Chapter IV. Board of Directors and Audit Committee
-
Article 12: The Company shall have nine to twelve directors serving terms of 3 years; qualified individuals shall be elected, and may be re-elected for additional terms, by the shareholders' meeting.
-
The minimum number of independent directors in the preceding paragraph may be no less than two, and cannot be less than one-fifth of the total number of directors.
-
Elections for directors has adopted a candidate nomination system. Shareholders shall appoint a director from the list of candidates; the handling method, announcement, and other affairs related to candidate nominations shall be conducted in accordance with the Company Act, Securities Exchange Act, and any relevant laws and regulations.
-
Elections of directors and independent directors shall be held simultaneously with the number of elected directors calculated separately.
The Board of Directors may establish various functional committees depending on the requirements of business operations.
The Company shall purchase liability insurance for Directors during their terms in accordance with laws for the purpose of liable compensation for the execution of the Company's business scope.
-
Article 12-1: The Company shall establish an Audit Committee, consisting of all members in the Board of Directors, in accordance with Article 14-4 of the Securities Exchange Act; the Audit Committee shall be responsible for performing the duties of a supervisor in accordance with the Company Act, Securities Exchange Act, and other laws and regulations. The members, duties, and other matters of compliance relating to the Audit Committee shall be handled in accordance with laws and regulations as well as the Articles of Incorporation; the organization rules shall be separately established by the Board of Directors.
-
Article 13: The Board of Directors shall implement one Chairman, elected by a majority vote with attendance by more than two-thirds of directors; the Chairman shall represent the Company externally. A Vice Chairman shall also be elected in the same method.
38
The Board of Directors meeting shall be convened by the Chairman once per quarter. Unless otherwise stipulated in the Company Act, meetings shall be convened with more than one-half of directors in attendance and resolutions must be approved by more the majority of directors in attendance; in the event of an emergency, the Chairman may convene an extraordinary meeting.
If a director is unable to attend the Board of Directors meeting, they may assign another director as proxy in accordance with the law.
Notices for the convention of the Board of Directors meeting must be conducted via written notice, e-mail, or fax.
-
Article 14: If the Chairman takes leave or is unable to exercise their duties, their proxy shall be handled in accordance with Article 208 of the Company Act.
-
Article 15: The remuneration of all directors shall be determined by the shareholders' meeting.
Chapter V. Managerial officers
Article 16: The Company shall appoint a General Manager, Deputy General Manager, and several associates and managers; their appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter VI. Accounting
Article 17: At the end of each fiscal year, the Board of Directors shall prepare
-
(I) Business reports
-
(II) Financial statements
-
(III) Proposals for distribution of earnings or to make-up for deficits by law, each report shall be submitted to the shareholders' meeting for ratification.
-
Article 18: If the Company is profitable in the current year, no less than 1% of net profits before tax shall be allocated as employee remuneration. The Board of Directors shall determine whether this shall be distributed in shares or cash to employees of the Company who are eligible based on certain conditions; also, no more than 3% of net profits before tax shall be allocated as director remuneration, which shall be distributed in cash. The allocation of employees' and Directors' remuneration shall be reported to the shareholders' meeting.
If the Company has suffered losses in previous years, profits in the
39
current year must be allocated to make up for previous losses before the remainder is allocated according to the proportions in the preceding paragraph for employee and director remuneration.
If, at the end of the year, there is a surplus in the Company's final account, an amount should first be withdrawn for taxes and make up for previous losses; 10% shall then be allocated as statutory surplus reserve except in cases where the statutory surplus reserve has achieved the total paid-in capital. If required by law or regulations set forth by the competent authority, the special surplus reserve shall be withdrawn or reversed; if a surplus and accumulated undistributed surplus remain, the Board of Directors shall prepare a surplus distribution plan and submit it to the shareholders' meeting for resolution.
If the Company has yet to establish an Audit Committee, the supervisor's remuneration shall be set according to proportions set forth in Paragraph 1.
- Article 19: The Company's dividend policy is as follows:
The Company's dividends shall be distributed in accordance with the proportions set forth by the Articles of Incorporation for the goal of maintaining dividend stability by taking into account the characteristics of the business environment, the life cycles of various products or services, and the impacts of future capital requirements as well as taxation. The distribution of dividends, other than improving financial structure and meeting capital needs such as reinvestment, production capacity expansion, or other major capital expenditures, shall not be less than net profit tax of the current year after deducting an amount to make up for losses, allocate, 20% of the statutory surplus reserve and special surplus reserve, and cash dividends shall not be less than 10% of the total dividends in the current year.
Chapter VII. Appendices
-
Article 20: Matters not stipulated in this Articles of Incorporation shall be handled in accordance with the provisions of the Company Act and related laws and regulations.
-
Article 21: The Articles of Incorporation was established on October 4, 1983. First revision on May 18, 1984
-
Second revision on May 30, 1990
Third revision on September 15, 1990
Fourth revision on December 1, 1990
Fifth revision on March 18, 1992
40
Sixth revision on June 20, 1992 Seventh revision on September 19, 1992 Eighth revision on March 27, 1993 Ninth revision on May 18, 1994 Tenth revision on June 9, 1995 Eleventh revision on May 22, 1997 Twelfth revision on May 22, 1997 Thirteenth revision on May 22, 1998 Fourteenth revision on May 22, 1998 Fifteenth revision on May 27, 1999 Sixteenth revision on May 24, 2000 Seventeenth revision on May 22, 2001 Eighteenth revision on June 17, 2002 Nineteenth revision on June 15, 2006 Twentieth revision on June 22, 2011 Twenty-first revision on June 16, 2015 Twenty-second revision on June 20, 2016 Twenty-third revision on June 19, 2017 Twenty-fourth revision on June 20, 2019 Twenty-fifth revision on August 24, 2021 Twenty-sixth revision on June 27, 2022
41
Appendix 2
Chyang Sheng Dyeing & Finishing Co., Ltd
Rules of Procedure for Shareholders’ Meetings
-
I. The Company's shareholders' meetings shall proceed in accordance with these rules.
-
II. The Company shall provide a sign-in book for the signing of attending shareholders (or proxies), or the attending shareholders (or proxies) shall submit a sign-in card in place of signing.
-
The number of shares in attendance shall be calculated according to the sign-in book or submitted sign-in cards.
-
III. Attendance and voting at shareholders' meetings shall be calculated based on the number of shares.
-
IV. Shareholders' meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings shall not begin earlier than 9 AM or later than 3 PM.
-
This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted shall be at least 30 minutes prior to the time the meeting commences; the place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders (or proxies) should present their attendance certificates, sign-in cards, or other certificates of attendance to attend the shareholders' meeting. Solicitors with power of attorney shall submit documents of identification for verification.
-
V. If the shareholders' meeting is convened by the Board of Directors, the Chairperson shall preside over the meeting. If the Chairperson is unable to perform their duties due to leave of absence, the Chairman shall appoint a director to act on their behalf; in the event no appointment is made, the directors shall nominate one director from the board as proxy. When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and understands the financial and business conditions of this Company. The same shall be true for a representative of a juristic person director that serves as chair.
-
If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall act as chair for the
42
meeting.
| meeting. | |
|---|---|
| When there are two or more such convening parties, they shall mutually select | |
| a chair from among themselves. | |
| VI. | This Company may appoint its attorneys, certified public accountants, or related |
| persons retained by it to attend a shareholders' meeting in a non-voting capacity. | |
| Staff workers hosting a shareholders' meeting must wear identity or arm badges. | |
| VII. | The Chair shall announce adjournment upon the designated meeting time. |
| However, if the number of shareholders (or proxies) in attendance are less than | |
| half the total numbered of issued shares or if there is any other justifiable reason, | |
| the Chair may announce a delay of the meeting. The Chair may announce a | |
| maximum of two delays with a total time of less than 1 hour. If, after delaying | |
| twice, the number of shareholders in attendance is insufficient to represent more | |
| than one-third of issued shares, a tentative resolution may be passed in accordance | |
| with Paragraph 1, Article 175 of the Company Act. When, prior to conclusion of | |
| the meeting, if the attending shareholders represent a majority of the total number | |
| of issued shares, the chair may resubmit the tentative resolution for a vote by the | |
| shareholders meeting pursuant to Article 174 of the Company Act. | |
| VIII. | The Board of Directors shall determine agenda when acting as convener of the |
| shareholders' meeting. The meeting shall be conducted in accordance with the | |
| scheduled agenda, which may not be altered without a resolution of the | |
| shareholders' meeting. | |
| By law, shareholders' meetings convened by a party with power to convene | |
| but other than the Board of Directors, they shall determine the agenda in | |
| accordance to the previous paragraph's provisions. | |
| The chair may not declare the meeting adjourned prior to completion of | |
| deliberation on the meeting agenda of the preceding two paragraphs (including | |
| extraordinary motions), except by a resolution of the shareholders meeting. | |
| If the Chair declares the meeting adjourned in violation of the rules of | |
| procedure, another individual shall be appointed Chair through a majority vote | |
| of shareholders in attendance to continue the meeting. | |
| After meeting adjournment, shareholders may not elect another Chair to | |
| continue the shareholders' meeting at the existing or another venue, unless in | |
| circumstances mentioned in the preceding paragraph. | |
| IX. | Aside from proposals within the agenda, additional proposals by shareholders (or |
| proxies) to amend or replace existing proposals or interim motions of other | |
| proposals must be seconded by other shareholders (or proxies). The equity | |
| represented by the proposer and seconder shall amount to two thousandths, or one | |
| hundred thousand shares, of the total number of issued shares. |
43
-
X. Prior to speaking, attending shareholders (or proxies) must fill out a speaker's slip detailing the subject of their statement, shareholder account number (or attendance number), and account name; the presiding chair shall determine speaking order. If attending shareholders (or proxies) submit only speaker's slips but do not speak, this shall be deemed as silence. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content that is confirmed shall prevail.
-
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
-
XI. Shareholders (or proxies) may not speak on a single proposal more than twice unless otherwise approved by the chair; each speech may not exceed five minutes. If shareholders' speech violates the previous stipulation or exceeds the subject range, the chair shall prohibit speech.
-
XII. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak.
-
XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
-
XIV. When the chair determines that discussion of a proposal has reached the point of voting, the chair may, with approval from attending shareholders, announce a stop to discussions and move to vote.
-
XV. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. The results of the voting shall be announced on-site at the meeting, and a record shall be made of the vote.
-
XVI. When a meeting is in progress, the Chair may announce a break based on time considerations.
-
XVII. Except as otherwise provided in the Company Act and in this Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders (or proxies). If, when questioned by the chair, there are no objections to a proposal; the validity of this passage shall be identical to that of voting.
-
XVIII. When there is an amendment or an alternative to a proposal, the Chair shall decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be
44
required.
-
XIX. The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When maintaining order, proctors (or security personnel) must wear arm badges labeled with the word "Proctor".
-
XX. This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
-
XXI. Matters not stipulated in these rules shall be handled in accordance with provisions of the Articles of Incorporation, Company Act, Securities Exchange Act, and other relevant laws and regulations.
-
XXII. These rules were established on September 15, 1990. First revision on June 9, 1995. Second revision on May 22, 1997. Third revision on May 22, 1995. Fourth revision on June 17, 2002. Fifth revision on June 16, 2015.
45
Appendix 3
Chyang Sheng Dyeing & Finishing Co., Ltd 2024 Annual Shareholders’ Meeting
Directors' Shareholdings
-
I. The Company's paid-in capital is NT$1,732,683,810 and the number of issued shares is 173,268,381.
-
II. In accordance with Article 26 of the Securities Exchange Act, the minimum collective shareholdings of all directors is 10,396,102 shares.
-
III. Details of the shareholdings of all directors as recorded in the shareholder registry on the closure date of the annual shareholders' meeting is as follows:
Closure Date: April 27, 2024
| Closure Date: April 27, 2024 | Closure Date: April 27, 2024 | ||||
|---|---|---|---|---|---|
| Position | Name | Date elected | Term | Number of registered shares held on the closure date |
|
| Chairperson | Chen Jen-Fa | 2022.6.27 | 3 years | 6,612,543 | 3.82% |
| Director | Lin Ho-Tsung | 2022.6.27 | 3 years | 2,913,990 | 1.68% |
| Director | Lin Ho-Hsiung | 2022.6.27 | 3 years | 2,461,023 | 1.42% |
| Director | Chen Chia-Ling | 2022.6.27 | 3 years | 1,474,709 | 0.85% |
| Director | FU JIN INVESTMENT CO., LTD Representative: Chen Yu-Chin |
2022.6.27 | 3 years | 487,000 | 0.28% |
| Director | Phoebes Inc. Representative: ChengMing-Yueh |
2022.6.27 | 3 years | 420,000 | 0.24% |
| Director | Shinkong Asset Management Co., Ltd Representative: Wu Hsin-En |
2022.6.27 |
3 years | 413,236 | 0.24% |
| Director | Shinkong Asset Management Co., Ltd Representative: Chang Jui-Nan |
2022.6.27 |
3 years | ||
| Independent Director |
Weng Chih-Hsien |
2022.6.27 | 3 years | 0 | - |
| Independent Director |
Wu Chieh-Hsin |
2022.6.27 | 3 years | 0 | - |
| Independent Director |
Chen Hsien-Chang |
2022.6.27 | 3 years | 0 | - |
| Total directors' shareholdings | 14,782,501 | 8.53% |
46
Appendix 4
Impact on Business Performance and EPS Resulting from Non-remunerative Share Allotment in the Current Period: None
47