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EDIMAX — AGM Information 2022
Aug 9, 2022
52279_rns_2022-08-09_447892db-4832-4780-af4d-6fef1efdd8e9.pdf
AGM Information
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Stock Code: 3047
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Edimax Technology Co., Ltd.
Handbook for 2022 Annual Shareholders’ Meeting
2022 Annual Shareholders’ Meeting held by means of physical shareholders meeting Meeting Time: June 1, 2022 (Wednesday) Place: 1F., No.278, Xinhu 1st Rd., Neihu Dist., Taipei City
THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2022 ANNUAL SHAREHOLDERS’ MEETING (THE “AGENDA”) OF EDIMAX TECHNOLOGY CO., LTD. ( THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.
Table of Contents
| I. Meeting Agenda | 1 |
|---|---|
| 1.Report Items | 2 |
| 2.Proposal Items | 3 |
| 3.Discussion Items | 4 |
| 4.Motions | 7 |
| II. Attachments | |
| 1.2021 Business Report | 8 |
| 2.Audit Committee’s Review Report on the 2021Financial Statements | 13 |
| 3.List of Amendments to the “Articles of Incorporation” | 14 |
| 4. List of Amendments to the “Rules for Election of Directors” | 15 |
| 5. List of Amendments to the “Procedures for Acquisition or Disposal of Assets” |
18 |
| 6.Independent Auditors’ Report and 2021 Consolidated Financial Statements |
35 |
| 7.Independent Auditors’ Report and 2021 Parent Company Only Financial Statements |
45 |
| III. Appendices | |
| 1. Articles of Incorporation | 55 |
| 2. Rules and Procedures of Shareholders’ Meeting | 60 |
| 3. Shareholdings of Directors | 68 |
I.Meeting Agenda
Edimax Technology Co., Ltd.
2022Annual Shareholders’ Meeting Agenda
(2022 Annual Shareholders’ Meeting held by means of physical shareholders meeting ) Time: 9:00 am on Wednesday, June 1, 2022
Place: 1F., No.278, Xinhu 1st Rd., Neihu Dist., Taipei City, Taiwan
Attendants: All shareholders or their proxy holders
Chairman: Guan-Sheng Renn
1. Call the Meeting to Order
2. Chairman’s Address
3. Report Items:
(1).2021 Business Report
(2).Audit Committee’s Review Report
4. Proposal Items:
(1).Adoption of the 2021 Business Report and Financial Statements
(2).Adoption of the Proposal for 2021 Deficit Compensation
5. Discussion Items:
(1).Amendment to the “Articles of Incorporation”
(2).Amendment to the “Rules for Election of Directors”
(3).Amendment to the “Procedures for Acquisition or Disposal of Assets”
- (4).Proposal for a cash offering by private placement and issuance of new shares
6. Motions
7. Adjournment
- 1 -
Report Items
- (1) 2021 Business Report
Explanation:
Please refer to Attachment 1.
- (2) Audit Committee’s Review Report
Explanation:
Please refer to Attachment 2.
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Proposal Items
- (1) Adoption of the 2021 Business Report and Financial Statements (including Consolidated Financial Statements) (Proposed by the Board)
Explanation:
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1.The Company’s 2021 Financial Statements, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, were audited by independent auditors, Ze-Li Gong and Chih-Yuan Chen, of Deloitte & Touche.
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2.2021 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements are attached hereto as Attachments 1, 6 and 7.
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Resolution:
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(2) Adoption of the Proposal for 2021 Deficit Compensation(Proposed by the Board) Explanation:
Please refer to the 2021 Deficit Compensation Statement as follows:
Edimax Technology Co., Ltd.
Deficit Compensation Statement for the Year 2021
| Unit: NTD$ Total 345,160 (55,028,430) (5,099,994) (6,043,259) (1,504,248) (67,675,931) (67,330,771) |
|
|---|---|
| Items | Total |
| Beginning period undistributedprofits | 345,160 |
| Net loss after tax for the currentperiod | (55,028,430) |
| Cumulative unrealized loss of equity instruments transferred to retained earnings due to disposal |
(5,099,994) |
| Remeasurement of defined benefit plans recognized to retained earnings |
(6,043,259) |
| Share of the other comprehensive loss of associates accounted for usingthe equitymethod |
(1,504,248) |
| The amount of accumulated deficits | (67,675,931) |
| Endperiod of accumulated deficits | (67,330,771) |
Chairman: Guan-Sheng Renn Manger: Guan-Sheng Renn Accountant: Han-Shen Lee
Resolution:
- 3 -
Discussion Items
- (1) Amendment to the “Articles of Incorporation”, please proceed to discuss. (Proposed by the Board)
Explanation:
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1.In order to comply with law and regulations and conform to the needs of commercial practice, the company hereby proposes to amend the “Articles of Incorporation”.
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2.Please refer to Attachment 3 for details of the proposed amendments to the “Articles of Incorporation”.
Resolution:
- (2) Amendment to the “Rules for Election of Directors”, please proceed to discuss. (Proposed by the Board)
Explanation:
-
1.In order to comply with law and regulations and conform to the needs of commercial practice, the company hereby proposes to amend the “Rules for Election of Directors”.
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2.Please refer to Attachment 4 for details of the proposed amendments to the “Rules for Election of Directors”.
Resolution:
- (3) Amendment to the “Procedures for Acquisition or Disposal of Assets”, please proceed to discuss. (Proposed by the Board)
Explanation:
-
1.In order to comply with law and regulations and conform to the needs of commercial practice, the company hereby proposes to amend the “Procedures for Acquisition or Disposal of Assets”.
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2.Please refer to Attachment 5 for details of the proposed amendments to the “Procedures for Acquisition or Disposal of Assets”.
Resolution:
- 4 -
Discussion Items
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(4) Proposal for a cash offering by private placement and issuance of new shares , please proceed to discuss. (Proposed by the Board)
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Explanation:
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For long-term strategic development and competitiveness enhancement, it is proposed to, in accordance with the requirements of Article 43-6 of the “Securities and Exchange Act” and the “Directions for Public Companies Conducting Private Placements of Securities”, with the total number of issued common shares to be no more than 50 million shares and depending on the capital market conditions, submit the proposal to the shareholders’ meeting for approval and to authorize the board of directors to, to issue common shares for capital injection in cash through private placement.
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Related matters in accordance with the requirements of Article 43-6 of the “Securities and Exchange Act” and the “Directions for Public Companies Conducting Private Placements of Securities” are explained as follows:
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(1) Basis and rationality of private placement pricing:
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A. The reference price of private placement should not be lower than 80% of the higher price calculated based on the following two benchmarks before the price determination date.
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(A) The simple average closing price of the common shares for either the 1,3 or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
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(B) The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
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B. The actual price determination date and the actual private placement price will be determined by the board of directors pursuant to the scope of percentage adopted by the resolution of the shareholders meeting and according to the above pricing requirements and based on the market condition.
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(2) The criteria and purpose to select specific parties:
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The participants shall be the specific parties qualified for the rules in Article 43-6, Securities and Exchange Act and have to be strategic investors who can contribute benefits to the Company’s long term development and existing shareholders’ equities.
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The Company currently has not arranged any specific parties. It is proposed to authorize the BOD to handle all the relevant matters in this regard.
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5 -
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(3) The necessity and expected benefits of subscribers as strategic investors: The Company proposed to engage with strategic investors through private placement to raise capital for the Company’s long-term operating plan and future business development. It is expected that the private placement will strengthen future competitiveness, improve financial structure, enrich working capital and have advantage on the Company’s long-term development., which also has positive influence on shareholders’ equity.
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(4) Necessary reasons for private placement:
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A. Reasons for not taking public offering:
- The company evaluates the market conditions, the timeliness, feasibility, and issuance cost of raising capital. Compared with public offering, the non-free transfer of private equity securities within three years will ensure the long-term cooperative relationship between the company and strategic investors. Therefore, Public offering is not used, and private placement of ordinary shares is handled in accordance with the Securities and Exchange Law and other relevant regulations.
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B. Amount limit of the private placement:
- The total amount of common shares to be privately placed shall be no more than 50 million shares with par value of NT$10 and such amount shall be issued at once within one year from the resolution date of the shareholders’ meeting.
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C. The use of the funds raised by installments and the anticipated benefits:
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(A) Purpose of the funds:
- The funds raised by installments in the private placement will be used to enrich working capital and for future development needs.
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(B) Expected benefits:
- In addition to expanding the Company’s future operational scale, effectively reducing operating risks, and ensuring financing efficiency, the implementation of this plan is expected to strengthen the Company’s competitiveness and enhance its operational efficiency, which will positively affect the Company’s operational stability and increase shareholder equity.
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D. The company did not have any major changes in management rights in the year before the decision of the board of directors to handle the private placement, and it is expected that there will be no major changes in the management rights after the private placement to introduce strategic investors.
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The rights and obligations of the newly issued shares are the same as the original issued shares. In addition, in accordance with the Securities and Exchange Act, the shares of the Company's private offering shall not be transferred within three years
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from the date of delivery, except under the conditions stipulated in Article 43-8 of the Securities and Exchange Act. After three years from the delivery date thereof, the Company proposes that the Shareholders Meeting authorize the Board of Directors to apply to the Taiwan Stock Exchange Corporation based on the current situation for the issuance of a letter of approval on meeting the criteria for listing, and to make the subsequent filing with the competent authority for supplemental public issuance, as well as the application for listing transactions and related matters.
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The content of private placement except for the percentage of private placement pricing, actual issued price and fundraising amount, including conditions for issuance, items of the plan, estimated schedule, estimated potential benefits, the investment agreement of negotiation, discussion, signing and modification and all other matters relating to the issuing plan are proposed to be authorized to the chairman to adjust, stipulate, and handle according to market conditions in the extraordinary shareholders meeting. It is also proposed to authorize the Board of Directors to handle the situations with full authority in case the amendment of the indication from the competent authorities or changes based on operation evaluation or needs from objective environment in the future.
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It is proposed to the Meeting to authorize the Chairman to represent the Company to negotiate and sign any document and contract with regard to the private placement plan, also to represent the Company for matters regarding the plan.
Resolution:
Motions
Adjournment
- 7 -
Attachments
Attachment 1
Business Report
Dear shareholders, ladies and gentlemen,
Thank you for your support and encouragement to our Company for the past one year, the Company would like to report the business performance of year 2021 as follows: I.Annual operating result of year 2021
一 ( )The results of the implementation of the business plan
Review year 2021, due to the continuous impact of the Covid-19 epidemic, the shortage of materials for key components continued throughout the year. Under the impact of multiple problems such as prolonged delivery of raw materials, rising costs, long and short lead-time materials, and Port congestion , business activities were suppressed and costs were risen. Edimax's annual consolidated revenue was 5,247,518,000 dollar, consolidated operating net loss was 37,644,000 dollar, and consolidated net loss was 72,184,000 dollar. The net loss attributable to the parent company was 55,028,000 dollar, and the loss per share was 0.29 dollar, the operating condition is declining compared to the previous same period, to overcome this challenge, in addition to continuously strengthening the management of the supply chain, adjusting the inventory level in a timely manner and actively promoting niche products to strengthen the Company's core competitiveness, the company's management team will continuously to innovative business models, enhance customer satisfaction and develop differentiated products, and continue to move towards a professional network communication giant. The Company maintains prudent and optimistic for future operating result and growth in all aspects.
( 二 )Financial Revenue & Profitability Analysis
| Item | 2020 | 2021 | |
|---|---|---|---|
| Financial Structure Analysis |
Debt-Asset Ratio (%) | 59.98 | 61.18 |
| Ratio of Long-term Capital to Property, Plant and Equipment(%) |
198.71 |
207.66 | |
| Profitability Analysis |
Return on Assets(%) | 3.30 | (0.89) |
| Return on Equity (%) | 8.17 | (2.44) | |
| Income before Tax to Paid-in Capital(%) | 14.77 | (2.85) | |
| Net Profit Margin(%) | 3.60 | (1.38) | |
| Earningsper Share(NTD) | 0.56 | (0.29) |
In terms of financial structure analysis of Edimax Group, due to the demand for purchasing materials and the repayment of short-term bank loans in 2021 , its cash amount reduces and debt ratio increased slightly. In addition, due to Edimax’s issuance of convertible corporate bonds this year, long-term capitals increased, and
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Ratio of long-term capital to property, plant and equipment increased ; and various profit indicators fell due to the decline in profit compared with the previous period.
- ( 三 )Research and Development Status
The products developed in year 2021 are listed as below :
Enterprise and Consumer Communication Equipments :
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1.Enterprise and Consumer Network Products Series :
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(1) WiFi 6 (IEEE 802.11ax) Products Series
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A. WiFi 6/6E Network Interface Card (NIC)
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B. WiFi 6/6E Mesh Roaming Range Extenders
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C. WiFi 6/6E Routers
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(2) Enterprise WiFi 6 Products Series
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A. Fast Hopping AI Mesh WiFi Access Points for Enterprise
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B. WiFi 6/6E Access Points
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C. Outdoor 5G Industrial Routers, Portable 5G Routers
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D. High Security Protection Cloud Management System for Enterprise
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2.Hi-End Networks Switches Series for Enterprise :
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(1)Intelligent Management and Backbone Networks Equipments Series
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A.10G Intelligent Management Network Switches
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B. IEEE 10G, 100G Backbone Network Switches
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C. Network Security Management System for Enterprise
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(2)Network Products for Enterprise
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A. Outdoor High Power 5GHz Bridges
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B. IEEE 2.5/5/10G Ethernet Switches/NIC
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3.AIOT Products, Services and Others :
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(1)IP Camera Series
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A.High Definition IP Camera with Multi-level Security Key Protection for Enterprise
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B. Hyperfocal Distance IP camera with Multi-Security Key Protection
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C. Integrated Network Camera, Cloud Recording Management System
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D. Wireless presentation projection products
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E. Image, Voice Recognition AI System
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(2)Cloud Integration Systems Series
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A.Video Streaming and Recording Cloud Management System with High Security Protection
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B. AI Dongle
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C. Integrated ALPR(Automatic License Plate Recognition) System
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D. Cross-Industry Integration Cloud Management System
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Telecommunications business communication equipments :
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1.Home Networking Products Series :
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(1)Outdoor Industrial G.hn Wave 2 PLC Products Integrating LiFi Technology
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(2)Plastic Optical Fiber (POF) Switches Products Series
- (3)Smart Roaming Solution Crossing Multi Platforms.
2.Broadband Customer Premise Equipment (CPE) Series :
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(1)GPON Network Gateway/IAD with WIFI 6 Feature
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(2)VDSL2+ 35b Broadband Routers with WIFI 6 Feature
(3)G.fast Bonding Broadband Routers with WIFI 6 Feature
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3.Fiber-optic Communication Solution Series :
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(1)Indoor 8 Ports G.fast FTTdp DPU
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(2)4 Ports G.hn Wave 2 EOC (Ethernet over Coax) FTTdp DPU
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(3)5G to the distribution point multi-port G.fast Wave 2 solution
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(4)Multi-port G.hn Coax solution with feedback power supply FTTdp fiber to distribution point
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II. Annual business plan outline of 2022
一 ( )Operating strategy
In addition to continuing to deepen the existing three major product directions: WIFI, S/W , AIoT , Edimax Group will work hard to develop niche products (including Wireless HDMI, High density AP, Cloud for IoT , ESL, IP CAM AP , etc.) , and starting from this year, we will deploy Industrial Grade Networking Solutions, invest in research and development of Time Sensitive Network related technologies and applications, and combine industrial control and broadband network applications.
Edimax will keep adopting the product strategy for enterprise and retail markets by 4S (Software, Solution, Service, Security) oriented in this few years, and build up cloud services, to create business opportunities of software and service; in business strategy, the Company continues to focus on 3H (High-priced, high value-added, high profit rate) strategy, the Company has explored the networking market for enterprises, and the resources was concentrated on the major customers, and WIFI 6/6E (802.11ax Solutions) . In addition, in view of the huge future business opportunities of the AI Internet of Things (AIOT), in addition to continued investment in development resources, the Company is more active in strategic investment, to combine with external expertise and cooperation, establish complete ecosystem and product lines to enhance overall competitiveness. In terms of product strategy of the telecommunications market, based on the advantages of existing broadband communication equipment, actively develop next generation of Broadband CPE, DPU 、 MDU 、 10GPON and other products, the Company provides professional, customized, segmented and competitive products to meet the deployment requirements of various telecommunications and broadband service providers to customers, and thus allow users to enjoy higher quality services such as network connection, video and voice, and strive for more telecommunications and broadband service customers to expand the market and reduce customer
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concentration risk.
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( 二 )The important marketing policy
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Continue to strengthen supply chain management, improve supply quality, reduce costs and shorten delivery time to improve overall operating performance. Due to the continuous impact of the COVID-19 epidemic , the telecom industry is still in shortage of key components, the situation of long-term and short- term materials and port congestion are still severe. It is estimated that the logistics and supply of materials are expected to slow down in the second half of this year. However, we must well prepared, strengthen inventory control in order to face the changed of the supply and demand.
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Continued to enhance the production effectiveness, efficiency and quality, the introduction of automated production, intelligent manufacturing, to enhance manufacturing competitiveness.
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Line with market changes, grasp Company 3H (High-priced, high value-added, high margin), 4S (Software, Solution, Service, Security) development strategy and direction, to provide customers with a competitive market solution to meet the various industry and customer needs.
III. The company's future development strategy
In order to continue to maintain the stability and growth of both profit and revenue, the Company still maintains its consistent development strategy as follows: 一 ( ) Focus on the industry and grow steadily
Do not make high-risk investments, and continue to strengthen business development, with stable profitability as the priority; and actively explore new markets, research and develop new product lines and deeply focus on key customers to reduce the impact of changes in the market environment on the Company.
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( 二 )Continue to strengthen research and development
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Continue to invest heavily in R&D and strengthen the R&D strength of software
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and hardware, continuously develop high-end and integrated products, and maintain a leading position in technology.
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( 三 )Adhere to quality and reduce costs
More stringent control over product quality and cost, reduce quality problems, and enhance the company's profitability.
( 四 )Strengthening operation management
The Company upholds the core values of integrity, quality, service, and innovation, and establishes long-term partnerships with customers, suppliers and employees. At the same time, it establishes a good corporate governance system and continuously improves management systems, continues to streamline processes, and improve efficiency, enhance the overall competitiveness of the Company.
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IV. The Impacts from the external competitive environment, regulatory environment and the overall business environment
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Due to the continuous deployment of 5G mobile broadband networks around the world , the demand for network bandwidth has grown rapidly, cloud applications have continued to increase, and the demand for high-speed and secure application services has led to the booming of Internet applications . The trend of artificial intelligence and the Internet of Things will also drive a new wave of business opportunities. The way how to reduce the impact and challenges of production, sales and logistics brought from Covid-19 epidemic, turn the crisis into a turning point, and seize market opportunities will become an important topic of the Company this year.
The company has a strong R&D, marketing and management team. For the future development direction, in addition to maintaining long-term cooperative relations with existing customers, it also actively explores the market and is committed to the development of various niche products in order to pursue long-term and stable growth of the company. as the target.
Finally, I would like to be on behalf of all directors to all shareholders of the Company, send my sincere thanks to all shareholders, ladies and gentlemen and staff colleagues, for the contribution and efforts of development of the Company, and thank you for the encouragement and support to us, so the Company can continue prosperity and growth. Here, I wish you
Good health and good luck
Chairman & General Manager Guan-Sheng Renn Accountant Han-Shen Lee
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Attachment 2
Edimax Technology Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared and submitted to us the Company’s 2021 Business report, Financial Statements, and Proposal for Deficit Compensation. CPA Ze-Li Gong and Chih-Yuan Chen of Deloitte & Touche were retained to audit Financial Statements and have issued an audited report accordingly. We, as the Audit Committee of the Company, have reviewed the Business Report, Financial Statements, and Proposal for Deficit Compensation and do not find any discrepancies. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
2022 shareholder meeting of the company
Chairperson of the Audit Committee: Chung-Ming Tsao
March 11, 2022
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Attachment 3
Edimax Technology Co., Ltd.
Articles of Incorporation
| Original Articles | Amended Articles | Remark | |
|---|---|---|---|
| Article 6 Due to business needs, the Company may conduct various investments. The amount of investment is not subject to the total amount limitation of the investment under Article 13 of the Company Act not to exceed the 40% of the paid-up capital. The investmentshould be dealt withby the resolution of the board of directors. |
Article 6 Due to business needs, the Company may conduct various investments. The amount of investment is not subject to the total amount limitation of the investment under Article 13 of the Company Act not to exceed the 40% of the paid-up capital. The investmentsuitable for resolutionby the resolution of the board of directors. |
Change the wording. |
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| Article 11 There will be two kinds of shareholders’ meetings including general meeting and extraordinary meeting, the general meeting will be convened by the board of director once a year within six months after the end of each fiscal year. The extraordinary meeting will be held in accordance with the relevant laws and regulations if it is necessary. |
Article 11 There will be two kinds of shareholders’ meetings including general meeting and extraordinary meeting, the general meeting will be convened by the board of director once a year within six months after the end of each fiscal year. The extraordinary meeting will be held in accordance with the relevant laws and regulations if it is necessary. The company's shareholders meeting may be held by video conference or other methods announced by the competent authority. The requirements, operating procedures, and other matters to be complied with for the adoption of video shareholders meeting shall be governed by the regulations of the competent authority if otherwise stipulated. |
Modify the article in accordance with the regulations. |
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| Article 26 This Articles of Incorporation was concluded on June 17, 1986. ……………… Amended on June 13, 2019 for the twenty- ninth time. |
Article 26 This Articles of Incorporation was concluded on June 17, 1986. ……………… Amended on June 13, 2019 for the twenty- ninth time. Amended on June 1, 2022 for the thirty time. |
Add the date of this amendment. |
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Attachment 4
Edimax Technology Co., Ltd.
Rules for Election of Directors
| Original Articles | Amended Articles | Remark | ||
|---|---|---|---|---|
| Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors and supervisors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors and supervisors will be elected. |
Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. |
Modify the article in accordance with the regulations. |
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| Article 7 Theboard of directorsshall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of |
Article 7 Theperson with the right to conveneshall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of |
Modify the article in accordance with the regulations. |
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| Original Articles | Original Articles | Amended Articles | Remark | |
|---|---|---|---|---|
| voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of votingshareholders. |
voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of votingshareholders. |
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| Article 10 If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate"column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered. |
Deleted | Modify the article in accordance with the regulations. |
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| Article 11 A ballot is invalid under any of the following circumstances: 1.The ballot was not prepared bythe board of directors. 2.A blank ballot is placed in the ballot box. 3.The writing is unclear and indecipherable or has been altered. 4.The candidate whose name is entered in the ballotis a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match. 5.Other words or marks are entered in addition tothe candidate's account name or shareholder account number (or |
Article 10 A ballot is invalid under any of the following circumstances: 1.The ballot was not prepared bya person with the right to convene. 2.A blank ballot is placed in the ballot box. 3.The writing is unclear and indecipherable or has been altered. 4.The candidate whose name is entered in the ballotdoes not conform to the director candidate list. 5.Other words or marks are entered in addition to the number of voting rights allotted. |
Change the number of article and modify the article in accordance with the regulations. |
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| addition to |
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| Original Articles | Amended Articles | Remark | |||
|---|---|---|---|---|---|
| Article 12 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody 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. |
Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody 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. |
Change the number of article. |
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| Article 13 The board of directors of this Corporation shall issue notifications to the persons elected as directors. |
Article 12 The board of directors of this Corporation shall issue notifications to the persons elected as directors. |
Change the number of article. |
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| Article 14 These Procedures, and any amendments hereto, shall be implemented after approval bya shareholders meeting. |
Article 13 These Procedures, and any amendments hereto, shall be implemented after approval bya shareholders meeting. |
Change the number of article. |
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| Article 15 These Rules were approved by the Annual General Shareholders’ Meeting and entered into force on June 30, 1998. ……………… Amended on June 13, 2016 for the fifth time. |
Article 14 These Rules were approved by the Annual General Shareholders’ Meeting and entered into force on June 30, 1998. ……………… Amended on June 13, 2016 for the fifth time. Amended on June 1, 2022 for the sixth time. |
Change the number of article and add the date of this amendment. |
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Attachment 5
Edimax Technology Co., Ltd.
Procedures for Acquisition or Disposal of Assets
| Original Articles | Amended Articles | Remark | |
|---|---|---|---|
| Article 6 A professional appraiser and its appraisal personnel which provide the Company with an appraisal report, or an accountant, lawyer or securities underwriter that provides the Company with opinion letters comply with the following requirements: 1.May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2.May not be a related party or de facto related party of any party to the transaction. 3.If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2.When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fullyand accurately |
Article 6 A professional appraiser and its appraisal personnel which provide the Company with an appraisal report, or an accountant, lawyer or securities underwriter that provides the Company with opinion letters comply with the following requirements: 1.May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2.May not be a related party or de facto related party of any party to the transaction. 3.If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply withthe self-regulatory rules of their respective allied associations and the following: 1.Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2.When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fullyand accurately |
Modify the article in accordance with the regulations. |
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| specified in the case working papers. 3.They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4.They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used isreasonable andaccurate, and that they have complied with applicable laws and regulations. |
specified in the case working papers. 3.They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4.They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used isappropriate andreasonable,and that they have complied with applicable laws and regulations. |
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| Article 7 Procedures for acquire or disposing of real estate, right-of-use assets or equipment. 1.Assessment and process procedures The Company shall acquire or dispose of real estate, right-of-use assets and equipment according to the fixed assets circulation procedures in internal control system of the Company. 2.The approval procedures for the terms of the transaction and the price 2-1. When acquiring or disposing of real property or right-of-use assets, the Company shall submit analysis report, with reference to the public value, assessment of the value and the actual transaction price of the neighboring real estate to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization” 2-2. Acquisition or disposal of equipment should be done though either price inquiry, price comparing, price negotiation or tender and be approved according to the "chart of approval authorization” 2-3. In the event that the Company acquires or disposes of the assets in accordance with this rule or other legal provisions, it shall approved by more than one-half of all members of the Audit Committee, if no more than one-half of all members of the Audit Committee have been agreed, it shall be agreed bymore than two-thirds of all the |
Article 7 Procedures for acquire or disposing of real estate, right-of-use assets or equipment. 1.Assessment and process procedures The Company shall acquire or dispose of real estate, right-of-use assets and equipment according to the fixed assets circulation procedures in internal control system of the Company. 2.The approval procedures for the terms of the transaction and the price 2-1. When acquiring or disposing of real property or right-of-use assets, the Company shall submit analysis report, with reference to the public value, assessment of the value and the actual transaction price of the neighboring real estate to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization” 2-2. Acquisition or disposal of equipment should be done though either price inquiry, price comparing, price negotiation or tender and be approved according to the "chart of approval authorization” 2-3. In the event that the Company acquires or disposes of the assets in accordance with this rule or other legal provisions, it shall approved by more than one-half of all members of the Audit Committee, if no more than one-half of all members of the Audit Committee have been agreed, it shall be agreed bymore than two-thirds of all the |
Modify the article in accordance with the regulations. |
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directors and the resolution of the Audit Committee shall be set out in the minutes of board meeting.
directors and the resolution of the Audit Committee shall be set out in the minutes of board meeting.
The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
3.Execution units
- 3.Execution units
When the Company acquires or disposes of real property, right-of-use assets or equipment, it shall be executed by the demanding department and the relevant unit after the approval in the "chart of approval authorization”
When the Company acquires or disposes of real property, right-of-use assets or equipment, it shall be executed by the demanding department and the relevant unit after the approval in the "chart of approval authorization”
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4.Valuation report of the real property, 4.Valuation report of the real property, right-of-use assets or equipment right-of-use assets or equipment When the Company acquire or disposal real When the Company acquire or disposal real property, right-of-use assets or equipment, if property, right-of-use assets or equipment, if the transaction amount exceeds 20% of the the transaction amount exceeds 20% of the paid-in capital or NT$ 300million, except to paid-in capital or NT$ 300million, except to transactions with domestic government transactions with domestic government authority, of building on owned land, building authority, of building on owned land, building on rental land, disposal of the equipment used on rental land, disposal of the equipment used for business or right-of-use assets, the for business or right-of-use assets, the valuation report by the professional appraiser valuation report by the professional appraiser shall be obtained before the date of transaction shall be obtained before the date of transaction and shall meet the following requirements: and shall meet the following requirements:
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4-1. For special reasons, where the limited price 4-1. For special reasons, where the limited price or special price is referred to decide the or special price is referred to decide the transaction price, it shall be approved by transaction price, it shall be approved by the Audit Committee and board of the Audit Committee and board of directors. The future transaction condition directors. The future transaction condition change shall also be approved in change shall also be approved in accordance with the same procedure. accordance with the same procedure.
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4-2. The transaction amounted to NT$1 billion 4-2. The transaction amounted to NT$1 billion should be valued by two or more should be valued by two or more professional appraisers professional appraisers
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4-3. If the valuation result of the professional 4-3. If the valuation result of the professional appraiser is in any of the following appraiser is in any of the following circumstances, except the valuation result of circumstances, except the valuation result of the acquired asset is higher than the the acquired asset is higher than the transaction amount or the valuation result transaction amount or the valuation result of the disposal of the asset is lower than the of the disposal of the asset is lower than the transaction amount, the Company shall transaction amount, the Company shall
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| Original Articles | Amended Articles | Remark | |
|---|---|---|---|
| invite the accountant to opinion the reasons for the difference and the legitimacy of the transaction pricein accordance with the provisions Statements of Auditing Standards No.20 issued by the China Accounting Research and Development Foundation of the Republic of China (hereinafter referred to as the Accounting Research and Development Foundation). 4-3-1. The difference between the valuation result and the transaction amount is more than 20% of the transaction amount. 4-3-2. The difference between valuations by two or more professional appraisers is more than 10% of the transaction amount. 4-4. The date of the report of the professional appraiser shall not exceed three months from the date on which the contract was established. But if it applies the same period of the public value of not more than six months, it could be fixed by the opinion from the same professional appraiser. 4-5. If the Company acquires or disposes of the assets by the court auction procedure, the Company may substitute the valuation report or the opinion of the accountant with the supporting documents issued by the court. |
invite the accountant to opinion the reasons for the difference and the legitimacy of the transaction price. 4-3-1. The difference between the valuation result and the transaction amount is more than 20% of the transaction amount. 4-3-2. The difference between valuations by two or more professional appraisers is more than 10% of the transaction amount. 4-4. The date of the report of the professional appraiser shall not exceed three months from the date on which the contract was established. But if it applies the same period of the public value of not more than six months, it could be fixed by the opinion from the same professional appraiser. 4-5. If the Company acquires or disposes of the assets by the court auction procedure, the Company may substitute the valuation report or the opinion of the accountant with the supporting documents issued by the court. |
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| Article 8 Processing procedure for acquiring or disposing of securities 1. Assessment and process procedures The acquiring or disposing of securities of the Company shall be handled according to the Company's internal control system. 2. Approval procedures for the transaction terms and the price 2-1. The security trading in the Central Stock Exchange or GreTai Securities Market shall be judged and decided according the market value by the responsible unit, and approved by unit supervisors according the applicable approval procedure. If the each transaction amounted to more than 5% of the Company's paid-up capital, the board of directors and the Audit Committee shall approve it in advance. 2-2. If the company does not buy or sell securities in Central Stock Exchange or GreTai Securities Market,it should obtain |
Article 8 Processing procedure for acquiring or disposing of securities 1.Assessment and process procedures The acquiring or disposing of securities of the Company shall be handled according to the Company's internal control system. 2.Approval procedures for the transaction terms and the price 2-1. The security trading in the Central Stock Exchange or GreTai Securities Market shall be judged and decided according the market value by the responsible unit, and approved by unit supervisors according the applicable approval procedure. If the each transaction amounted to more than 5% of the Company's paid-up capital, the board of directors and the Audit Committee shall approve it in advance. 2-2. If the company does not buy or sell securities in Central Stock Exchange or GreTai Securities Market,it should obtain |
Modify the article in accordance with the regulations. |
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the most recent CPA-audited or attested financial report and considerate the net value per share, profitability and future development potential and have it approved by unit supervisors according the applicable approval procedure. If the transaction amounted to more than 5% of the Company's paid-up capital, the Audit committee and board of directors shall approve it in advance.
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2-3. In the event that the Company acquires or disposes of the assets in accordance with this rule or other legal provisions shall be approved by more than half of all audit committee members in advance, if approval of more than half of all audit committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.
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The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
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Execution units
When the Company invests securities, it shall be executed by the financial department after the approval in the "chart of approval authorization”
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Expert opinion
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4-1. When the Company acquires or disposes of securities, it shall obtain the most recent CPA-audited and attested financial report of the company as a reference for assessing the transaction price. If the transaction amounted to 20% of the company's paid-up capital of NT $ 300 million or more, the Company should consult the accountant’s opinion on legitimacy of the transaction price. If the accountant needs expert’s opinion, it shall be handled in accordance with the Auditing Standards No.20 issued by the Accounting Research and Development Foundation, except that for securities quoted on an active market or regulation provision expressed otherwise issued by the securities
the most recent CPA-audited or attested financial report and considerate the net value per share, profitability and future development potential and have it approved by unit supervisors according the applicable approval procedure. If the transaction amounted to more than 5% of the Company's paid-up capital, the Audit committee and board of directors shall approve it in advance.
2-3. In the event that the Company acquires or disposes of the assets in accordance with this rule or other legal provisions shall be approved by more than half of all audit committee members in advance, if approval of more than half of all audit committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
- 3.Execution units
When the Company invests securities, it shall be executed by the financial department after the approval in the "chart of approval authorization”
- 4.Expert opinion
4-1. When the Company acquires or disposes of securities, it shall obtain the most recent CPA-audited and attested financial report of the company as a reference for assessing the transaction price. If the transaction amounted to 20% of the company's paid-up capital of NT $ 300 million or more, the Company should consult the accountant’s opinion on legitimacy of the transaction price. Except that for securities quoted on an active market or regulation provision expressed otherwise issued by the securities regulatory authority.
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Original Articles Amended Articles Remark regulatory authority. 4-2. If the Company acquires or disposes of the 4-2. If the Company acquires or disposes of the assets from the court auction procedure, the assets from the court auction procedure, the Company may substitute the valuation Company may substitute the valuation report or the opinion of the accountant with report or the opinion of the accountant with the supporting documents issued by the the supporting documents issued by the court. court. Article 9 Article 9 Modify the Related party transactions Related party transactions article in 1.When the Company engages in any 1.When the Company engages in any accordance acquisition or disposal of assets or right-of-use acquisition or disposal of assets or right-of-use with the assets from or to a related party, in addition to assets from or to a related party, in addition to regulations. ensuring that the necessary resolutions are ensuring that the necessary resolutions are adopted and the reasonableness of the adopted and the reasonableness of the transaction terms is appraised, if the transaction terms is appraised, if the transaction amount reaches 10 percent or more transaction amount reaches 10 percent or more of the Company's total assets, the Company of the Company's total assets, the Company shall also obtain an appraisal report from a shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in professional appraiser or a CPA's opinion in compliance with the provisions of paragraph 4 compliance with the provisions of paragraph 4 of Article 7. of Article 7. The calculation of the transaction amount The calculation of the transaction amount referred to in the preceding paragraph shall be referred to in the preceding paragraph shall be made in accordance with subparagraph 5 made in accordance with subparagraph 5 paragraph 1 of Article 14. paragraph 1 of Article 14. When judging whether a trading counterparty When judging whether a trading counterparty is a related party, in addition to legal is a related party, in addition to legal formalities, the substance of the relationship formalities, the substance of the relationship shall also be considered. shall also be considered. 2.Procedure of evaluation and operation 2.Procedure of evaluation and operation When the Company intends to acquire or When the Company intends to acquire or dispose of real property or right-of-use assets dispose of real property or right-of-use assets from or to a related party, or when it intends from or to a related party, or when it intends to acquire or dispose of assets other than real to acquire or dispose of assets other than real property or right-of-use assets from or to a property or right-of-use assets from or to a related party and the transaction amount related party and the transaction amount reaches 20 percent or more of paid-in capital, reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total 10 percent or more of the Company's total assets, or NT$300 million or more, except in assets, or NT$300 million or more, except in trading of domestic government bonds or trading of domestic government bonds or bonds under repurchase and resale bonds under repurchase and resale agreements, or subscription or redemption of agreements, or subscription or redemption of money market funds issued by domestic money market funds issued by domestic securities investment trust enterprises, the securities investment trust enterprises, the Company may not proceed to enter into a Company may not proceed to enter into a transaction contract or make a payment until transaction contract or make a payment until the following matters have been approved by the following matters have been approved by the Audit Committee and the board of the Audit Committee and the board of
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directors: directors:
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2-1-1.The purpose, necessity and anticipated 2-1-1.The purpose, necessity and anticipated benefit of the acquisition or disposal of benefit of the acquisition or disposal of assets. assets.
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2-1-2.The reason for choosing the related party 2-1-2.The reason for choosing the related party as a trading counterparty. as a trading counterparty.
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2-1-3.With respect to the acquisition of real 2-1-3.With respect to the acquisition of real property or right-of-use assets from a property or right-of-use assets from a related party, information regarding related party, information regarding appraisal of the reasonableness of the appraisal of the reasonableness of the preliminary transaction terms in accordance preliminary transaction terms in accordance with paragraph 3 of this Article. with paragraph 3 of this Article.
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2-1-4.The date and price at which the related 2-1-4.The date and price at which the related party originally acquired the real property, party originally acquired the real property, the original trading counterparty, and that the original trading counterparty, and that trading counterparty's relationship to the trading counterparty's relationship to the company and the related party. company and the related party.
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2-1-5.Monthly cash flow forecasts for the year 2-1-5.Monthly cash flow forecasts for the year commencing from the anticipated month of commencing from the anticipated month of signing of the contract, and evaluation of the signing of the contract, and evaluation of the necessity of the transaction, and necessity of the transaction, and reasonableness of the funds utilization. reasonableness of the funds utilization.
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2-1-6.An appraisal report from a professional 2-1-6.An appraisal report from a professional appraiser or a CPA's opinion obtained in appraiser or a CPA's opinion obtained in compliance with the provisions of compliance with the provisions of paragraph 4 of Article 7. paragraph 4 of Article 7.
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2-1-7.Restrictive covenants and other important 2-1-7.Restrictive covenants and other important stipulations associated with the transaction. stipulations associated with the transaction.
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The calculation of the transaction amount in the preceding paragraph shall be carried out in accordance with the provisions of Paragraph 1 of Article 14, and the term within one year shall be based on the date of the actual occurrence of the transaction, retroactively calculated one year ahead, and has been submitted for audit in accordance with the provisions of these standards. Parts approved by the committee and the board of directors are exempted from re-counting. With respect to the between parent company or With respect to the between parent company or subsidiaries, or between its subsidiaries in subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the of the issued shares or authorized capital, the Company's board of directors may delegate the Company's board of directors may delegate the board chairman to decide such matters when the board chairman to decide such matters when the transaction is within NT$100 million and have transaction is within NT$100 million and have the decisions subsequently submitted to and the decisions subsequently submitted to and ratified by the next board of directors meeting: ratified by the next board of directors meeting:
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| 2-2-1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2-2-2 Acquisition or disposal of real property right-of-use assets held for business use. When a matter is submitted for discussion by the board of directors pursuant to preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 3.Assessment for rational transaction cost 3-1.The Company shall assess the rational cost of transaction and acquire real estate or right-of-use assets from related party according to the assessment methods as follows: 3-1-1. Based on the transaction price of the relatedparty plus necessaryfund interest, |
2-2-1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2-2-2 Acquisition or disposal of real property right-of-use assets held for business use. When a matter is submitted for discussion by the board of directors pursuant to preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. If an audit committee has been established, it shall first be approved by more than half of all members of the audit committee, and then submit a resolution of the board of directors. If the company or a subsidiary of a non-domestic public company has the first transaction and the transaction amount is more than 10% of the company's total assets, the company shall submit the information listed in the first paragraph to the shareholders'meeting for approval before signing. Transaction contract and payment. However, transactions between the Company and its subsidiaries, or between subsidiaries, are not subject to this limitation. The calculation of the transaction amount in Paragraph 1 and the preceding Paragraph shall be carried out in accordance with the provisions of Paragraph 1 of Article 14, and the term within one year shall be based on the date of the actual occurrence of this transaction, and shall be retrospectively calculated for one year in accordance with this The guidelines stipulate that the parts submitted to the shareholders' meeting, the audit committee and the board of directors for approval will be exempted from re-counting. 3.Assessment for rational transaction cost 3-1.The Company shall assess the rational cost of transaction and acquire real estate or right-of-use assets from related party according to the assessment methods as follows: 3-1-1. Based on the transaction price of the relatedparty plus necessaryfund interest, |
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and the cost to be borne by the buyer according to law. The "necessary fund interest cost" shall be imputed based on the weighted average interest rate of the fund borrowed by the Company in the year of purchase of the asset; provided that such interest rate shall not be more than the ceiling of loan interest rate of non-financial industry published by the Ministry of Finance.
3-1-2. Based on the total assessed value for loan made by a financial institution if such object has been mortgaged to the financial institution for a loan; provided that the actual aggregate loan extended by the financial institution for the object shall reach 70% or more of the total assessed value and the loan period is more than one year. However, this shall not apply if the financial institution and either party of the transaction are related parties.
and the cost to be borne by the buyer according to law. The "necessary fund interest cost" shall be imputed based on the weighted average interest rate of the fund borrowed by the Company in the year of purchase of the asset; provided that such interest rate shall not be more than the ceiling of loan interest rate of non-financial industry published by the Ministry of Finance.
3-1-2. Based on the total assessed value for loan made by a financial institution if such object has been mortgaged to the financial institution for a loan; provided that the actual aggregate loan extended by the financial institution for the object shall reach 70% or more of the total assessed value and the loan period is more than one year. However, this shall not apply if the financial institution and either party of the transaction are related parties.
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3-2.Where both the land and building on the 3-2.Where both the land and building on the property in question are purchased, the cost property in question are purchased, the cost of the real property may be reached by of the real property may be reached by respectively imputing or evaluating such respectively imputing or evaluating such land and building based on either method land and building based on either method described above. described above.
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3-3.When the Company acquires real estate or right-of-use assets from its related party and assesses the cost of real estate or right-of-use assets in accordance with Paragraph 1 and Paragraph 2 of this Article, it shall contact the accountant to review the assessment and express the specific opinions.
3-4.Where the Company acquires the real estate or right-of-use assets, in accordance with Paragraph 1 and Paragraph 2 of Section 3 of this Article, with the assessment price lower than the transaction price, it shall be handled in accordance with Paragraph 5 of Section 3 of this Article. Except for, if it has any of the following conditions and provides objective evidence and rational opinions issued by a real property appraiser and certified public accountant:
- 3-3.When the Company acquires real estate or right-of-use assets from its related party and assesses the cost of real estate or right-of-use assets in accordance with Paragraph 1 and Paragraph 2 of this Article, it shall contact the accountant to review the assessment and express the specific opinions.
3-4.Where the Company acquires the real estate or right-of-use assets, in accordance with Paragraph 1 and Paragraph 2 of Section 3 of this Article, with the assessment price lower than the transaction price, it shall be handled in accordance with Paragraph 5 of Section 3 of this Article. Except for, if it has any of the following conditions and provides objective evidence and rational opinions issued by a real property appraiser and certified public accountant:
3-4-1. Where the related party purchased or rent 3-4-1. Where the related party purchased or rent a piece of undeveloped land for a piece of undeveloped land for construction, and the provided evidence construction, and the provided evidence
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meets one of the following conditions:
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3-4-1-1The total value of the undeveloped land, imputed or evaluated based on the methods referred to in the preceding Paragraph, and the building, calculated based on the related party's construction cost plus reasonable construction profit, is more than the actual transaction price. The said "reasonable construction profit" shall be the average operating gross profit ratio of the construction department of the related party within the last 3 years or the most recent gross profit ratio of the construction industry published by the Ministry of Finance, whichever lower.
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3-4-1-2 The transaction of the other floors/levels on the same property or nearby region consummated in relevant period by non-related parties, the area being similar and the transaction conditions being reasonable after reasonable appraisal of the price difference of floor/level or region in accordance with real property sale transaction practice or leasing practices.
3-4-2.Where the Company proves that the transaction term for real estate purchased or obtaining real property right-of-use assets through leasing, from the related party is similar to the one in neighboring region by other non-related person region within one year. The transaction of nearby region shall mean the transaction of the real property on the same or nearby street with a distance of less than 500 meters from the property in question. The "relevant period" shall be within 1 year in principle. The term "similar area" means that in the case of transaction of non-related party, the area is not less than 50% of the property in question.
3-5.Where this Company acquires real property or right-of-use assets from a related party and the results of appraisals conducted in accordance with paragraph 1 and 2 of section 3 in this Article are uniformly lower than the transaction price, the following steps shall be taken. This Company uses the equity method to account for its investment in another company, the special reserve
meets one of the following conditions:
3-4-1-1 The total value of the undeveloped land, imputed or evaluated based on the methods referred to in the preceding Paragraph, and the building, calculated based on the related party's construction cost plus reasonable construction profit, is more than the actual transaction price. The said "reasonable construction profit" shall be the average operating gross profit ratio of the construction department of the related party within the last 3 years or the most recent gross profit ratio of the construction industry published by the Ministry of Finance, whichever lower. 3-4-1-2 The transaction of the other floors/levels on the same property or nearby region consummated in relevant period by non-related parties, the area being similar and the transaction conditions being reasonable after reasonable appraisal of the price difference of floor/level or region in accordance with real property sale transaction practice or leasing practices. 3-4-2.Where the Company proves that the transaction term for real estate purchased or obtaining real property right-of-use assets through leasing, from the related party is similar to the one in neighboring region by other non-related person region within one year. The transaction of nearby region shall mean the transaction of the real property on the same or nearby street with a distance of less than 500 meters from the property in question. The "relevant period" shall be within 1 year in principle. The term "similar area" means that in the case of transaction of non-related party, the area is not less than 50% of the property in question.
3-5.Where this Company acquires real property or right-of-use assets from a related party and the results of appraisals conducted in accordance with paragraph 1 and 2 of section 3 in this Article are uniformly lower than the transaction price, the following steps shall be taken. This Company uses the equity method to account for its investment in another company, the special reserve
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called for under preceding provisions, where this Company has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent:
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3-5-1. Special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities Exchange Act against the difference between the real property or right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
called for under preceding provisions, where this Company has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent:
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3-5-1. Special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities Exchange Act against the difference between the real property or right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
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3-5-2. The Audit Committee shall comply with 3-5-2. The Audit Committee shall comply with Article 218 of the Company Act for this Article 218 of the Company Act for this matter. matter.
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3-5-3. Actions taken pursuant to subparagraph 3-5-3. Actions taken pursuant to subparagraph 5.1 and subparagraph 5.2 of paragraph 3 of 5.1 and subparagraph 5.2 of paragraph 3 of this Article shall be reported to a this Article shall be reported to a shareholders’ meeting, and the details of the shareholders’ meeting, and the details of the transaction shall be disclosed in the annual transaction shall be disclosed in the annual report and any investment prospectus. report and any investment prospectus.
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3-6.Where the Company acquire real property or 3-6.Where the Company acquire real property or right-of-use assets from the related party, right-of-use assets from the related party, shall be only handled in accordance with the shall be only handled in accordance with the provisions of paragraphs 1 and 2 of this provisions of paragraphs 1 and 2 of this Article, but shall not apply to the reasonable Article, but shall not apply to the reasonable assessment for transaction costs in assessment for transaction costs in subparagraph 1 to subparagraph 3 of subparagraph 1 to subparagraph 3 of paragraph 3 of this Article: paragraph 3 of this Article:
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3-6-1.The related party acquired the real 3-6-1.The related party acquired the real property or right-of-use assets through property or right-of-use assets through
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Remark
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Original Articles Amended Articles
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inheritance or as a gift. inheritance or as a gift.
-
3-6-2. More than 5 years will have elapsed from 3-6-2. More than 5 years will have elapsed from the time the related party signed the contract the time the related party signed the contract to obtain the real property or right-of-use to obtain the real property or right-of-use assets to the signing date for the current assets to the signing date for the current transaction. transaction.
| Original Articles | Amended Articles | Remark |
|---|---|---|
| inheritance or as a gift. 3-6-2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets to the signing date for the current transaction. 3-6-3.The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land. 3-6-4. The real property right-of-use assets for business use are acquired by its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 3-7.When the Company obtains real property or right-of-use assets from a related party, it shall also comply with the preceding in subparagraph 5 paragraph 3 of this Article, if there is other evidence indicating that the acquisition was not an arms-length-transaction. |
inheritance or as a gift. 3-6-2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets to the signing date for the current transaction. 3-6-3.The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land. 3-6-4. The real property right-of-use assets for business use are acquired by its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 3-7.When the Company obtains real property or right-of-use assets from a related party, it shall also comply with the preceding in subparagraph 5 paragraph 3 of this Article, if there is other evidence indicating that the acquisition was not an arms-length-transaction. |
|
| Article 10 Procedures for acquire or disposing intangible assets or right-of-use assets or memberships 1.Assessment and process procedures The Company shall acquire or dispose or intangible assets or right-of-use assets or memberships according to the fixed assets circulation procedures in internal control system of the Company. 2.The approval procedures for the terms of the transaction and the price. 2-1. When acquiring or disposing of memberships the Company shall submit analysis report, with reference to the market value to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization” 2-2. The company shall acquire or dispose intangible assets or right-of-use assets with reference of valuation report from expert or fair market price to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization” |
Article 10 Procedures for acquire or disposing intangible assets or right-of-use assets or memberships 1.Assessment and process procedures The Company shall acquire or dispose or intangible assets or right-of-use assets or memberships according to the fixed assets circulation procedures in internal control system of the Company. 2.The approval procedures for the terms of the transaction and the price. 2-1.When acquiring or disposing of memberships the Company shall submit analysis report, with reference to the market value to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization” 2-2.The company shall acquire or dispose intangible assets or right-of-use assets with reference of valuation report from expert or fair market price to decide transaction conditions and price and prepare a analysis report for approval according to the "chart of approval authorization” |
Modify the article in accordance with the regulations. |
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Original Articles
Amended Articles
Remark
2-3. In the event that the Company acquire or
dispose of the assets in accordance with this rule or other legal provisions shall be approved by more than half of all audit committee members, if approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board of directors meeting.
The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
- 3.Execution units
When the Company acquires or disposes intangible assets or right-of-use assets or memberships, it shall be executed by the demanding department and the relevant unit after the approval in the "chart of approval authorization”
-
4.Valuation Report for intangible assets or right-of-use assets or memberships by experts
-
4-1.Where the Company acquires or disposes of memberships and the transaction amount reaches 1 percent or more of paid-in capital or NT$ 3 million or more, the company shall engage a appraiser to provide valuation report.
-
4-2.Where the Company acquires or disposes of intangible assets or right-of-use assets and the transaction amount reaches 10 percent or more of paid-in capital or NT$ 20 million or more, the Company shall engage an appraiser to provide valuation report.
-
4-3.Where the Company acquires or disposes intangible assets or right-of-use assets or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$ 300 million or more, except in transactions with a domestic government agency, the Company shall engage a
2-3.In the event that the Company acquire or dispose of the assets in accordance with this rule or other legal provisions shall be approved by more than half of all audit committee members, if approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board of directors meeting.
The opinions of the independent directors shall be fully taken into account when discussing the acquisition or disposal of the assets transaction in accordance with the provisions of the preceding paragraph. If there is any objection or opinion from independent directors, it shall be set out in the minutes of the board meeting.
- 3.Execution units
When the Company acquires or disposes intangible assets or right-of-use assets or memberships, it shall be executed by the demanding department and the relevant unit after the approval in the "chart of approval authorization”
-
4.Valuation Report for intangible assets or right-of-use assets or memberships by experts
-
4-1.Where the Company acquires or disposes of memberships and the transaction amount reaches 1 percent or more of paid-in capital or NT$ 3 million or more, the company shall engage a appraiser to provide valuation report.
-
4-2.Where the Company acquires or disposes of intangible assets or right-of-use assets and the transaction amount reaches 10 percent or more of paid-in capital or NT$ 20 million or more, the Company shall engage an appraiser to provide valuation report.
-
4-3.Where the Company acquires or disposes intangible assets or right-of-use assets or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$ 300 million or more, except in transactions with a domestic government agency, the Company shall engage a
==> picture [72 x 721] intentionally omitted <==
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| Original Articles | Amended Articles | Remark | |
|---|---|---|---|
| certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price;the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with paragraph 1 of Article 14, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount. |
certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with paragraph 1 of Article 14, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount. |
||
| Article 14 Procedure to disclose information publicly 1.Items to be disclosed and reported and report standard 1-1. Acquisition or disposal of real property or right-of-use assets from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic securities investment trust enterprises. 1-2. Merger, demerger, acquisition, or transfer of shares. 1-3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. 1-4. Acquired or disposed is equipment for business use or right-of-use assets, the trading counterparty is not a related party, and the transaction amount is less than NT$ 500 million. 1-5. Acquisition or disposal by a public company in the construction business of real property for construction use or right-of-use assets, where the tradingcounterpartyis not a |
Article 14 Procedure to disclose information publicly 1.Items to be disclosed and reported and report standard 1-1.Acquisition or disposal of real property or right-of-use assets from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic securities investment trust enterprises. 1-2.Merger, demerger, acquisition, or transfer of shares. 1-3.Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. 1-4.Acquired or disposed is equipment for business use or right-of-use assets, the trading counterparty is not a related party, and the transaction amount is less than NT$ 500 million. 1-5.Acquisition or disposal by a public company in the construction business of real property for construction use or right-of-use assets, where the tradingcounterpartyis not a |
Modify the article in accordance with the regulations. |
- 31 -
Remark
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Original Articles Amended Articles
-
related party, and the transaction amount related party, and the transaction amount reaches NT$ 500 million. reaches NT$ 500 million.
-
1-6. Where land is acquired under an 1-6.Where land is acquired under an arrangement on engaging others to build on arrangement on engaging others to build on the Company's own land, engaging others the Company's own land, engaging others to build on rented land, joint construction to build on rented land, joint construction and allocation of housing units, joint and allocation of housing units, joint construction and allocation of ownership construction and allocation of ownership percentages, or joint construction and percentages, or joint construction and separate sale, and furthermore the separate sale, and furthermore the transaction counterparty is not a related transaction counterparty is not a related party,and the amount the Company expects party, and the amount the Company expects to invest in the transaction reaches NT$ 500 to invest in the transaction reaches NT$ 500 million. million.
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1-7. Where an asset transaction other than any of 1-7.Where an asset transaction other than any of those referred to in the preceding six those referred to in the preceding six subparagraphs, a disposal of receivables by subparagraphs, a disposal of receivables by a financial institution, or an investment in a financial institution, or an investment in the mainland China area reaches 20 percent the mainland China area reaches 20 percent or more of paid-in capital or NT$ 300 or more of paid-in capital or NT$ 300 million; provided, this shall not apply to the million; provided, this shall not apply to the following circumstances: following circumstances:
-
1-7-1. Trading of domestic government bonds. 1-7.1. Trading of domestic government bonds or the foreign government bonds with a credit rating not lower than our country's sovereign rating.
-
1-7-2. Where done by professional 1-7-2.Where done by professional investors-securities trading on securities investors-securities trading on securities exchanges or OTC markets, or subscription exchanges or OTC markets, or subscription of ordinary corporate bonds or general of foreign government bond, or ordinary bank debentures without equity corporate bonds or general bank characteristics (excluding subordinated debentures without equity characteristics debt) that are offered and issued in the (excluding subordinated debt) that are primary market, or subscription or offered and issued in the primary market, redemption of securities investment trust or subscription or redemption of securities funds or futures trust funds or as an investment trust funds or futures trust advisory recommending securities firm for funds, or subscription or redemption of an emerging stock company, in accordance Exchange-Traded Note or as an advisory with the rules of the Taipei Exchange. recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.
-
1-7-3.Trading of bonds under repurchase/resale 1-7-3. Trading of bonds under repurchase/resale agreements, or subscription or redemption agreements, or subscription or redemption of money market funds issued by domestic of money market funds issued by domestic securities investment trust enterprises. securities investment trust enterprises.
-
The amount of transactions above shall be The amount of transactions above shall be calculated as follows , the "Within the preceding calculated as follows , the "Within the preceding year" as used in the preceding paragraph refers year" as used in the preceding paragraph refers
-
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Original Articles
Amended Articles
Remark
to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
-
1-7-1-1. The amount of any individual transaction.
-
1-7-1-2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
-
to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
-
1-7-1-1. The amount of any individual transaction.
-
1-7-1-2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
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1-7-1-3. The cumulative transaction amount of 1-7-1-3 The cumulative transaction amount of real property or right-of-use assets real property or right-of-use assets acquisitions and disposals (cumulative acquisitions and disposals (cumulative acquisitions and disposals, respectively) acquisitions and disposals, respectively) within the same development project within the same development project within the preceding year. within the preceding year.
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1-7-1-4. The cumulative transaction amount of 1-7-1-4 The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals (cumulative acquisitions and disposals, respectively) acquisitions and disposals, respectively) of the same security within the of the same security within the preceding year. preceding year.
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2.Deadline of report and public announcement. Where the Company acquires or disposes assets with the items or the transaction amount required to be disclose the Company shall publicly announce and report the relevant information within 2 days commencing from the date of occurrence of the event.
-
3.Procedure of report and public announcement
-
3-1. The Company shall publicly announce and report relevant information on the website designated by the FSC.
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3-2. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
-
2.Deadline of report and public announcement. Where the Company acquires or disposes assets with the items or the transaction amount required to be disclose the Company shall publicly announce and report the relevant information within 2 days commencing from the date of occurrence of the event.
-
3.Procedure of report and public announcement
-
3-1. The Company shall publicly announce and report relevant information on the website designated by the FSC.
-
3-2. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
-
3-3. Where the Company makes any error or 3-3. Where the Company makes any error or omission in any item in public omission in any item in public announcement required to correct by announcement required to correct by regulations, all the items shall be again regulations, all the items shall be again publicly announced and reported entirely publicly announced and reported entirely
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| Original Articles | Amended Articles | Remark | |
|---|---|---|---|
| within two days from the date knowing the facts. 3-4. The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company headquarters, where they shall be retained for 5 years except where another act provides otherwise. 3-5. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days commencing immediately from the date of occurrence of the event: 3-5-1. Change, termination, or rescission of a contract signed in regard to the original transaction. 3-5-2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. 3-5-3. Change to the originally publicly announced and reported information. |
within two days from the date knowing the facts. 3-4. The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company headquarters, where they shall be retained for 5 years except where another act provides otherwise. 3-5. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days commencing immediately from the date of occurrence of the event: 3-5-1. Change, termination, or rescission of a contract signed in regard to the original transaction. 3-5-2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. 3-5-3.Change to the originally publicly announced and reported information. |
||
| Article 19 Other matters This rule was set up on June 30, 1998. The first amendment was made on June 13, 2000. ..................... The ninth amendment was made on June 13, 2019. |
Article 19 Other matters This rule was set up on June 30, 1998. The first amendment was made on June 13, 2000. ..................... The ninth amendment was made on June 13, 2019. The tenth amendment was made on June 1, 2022. |
Add the date of this amendment. |
|
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Attachment 6
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Edimax Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Edimax Technology Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the reports of other auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2021 is stated as follows:
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Cut off of the Recognition Time of Sales Revenue
The Group's sales are recognized either FOB shipping point or FOB destination according to contracts with clients. Due to the impact of the COVID-19 pandemic, ports were seriously clogged around the world, supply chains were broken down and shipping schedules were postponed for the year ended December 31, 2021. Although relevant controls are established, there is a risk that shipped goods may be in transit at the end of the reporting period and recorded as sales in the wrong period when control of goods was not transferred. Accordingly, we have concluded that cut-off of revenue recognition is a key audit matter.
The main audit procedures we performed to address the above key audit matter were as follows:
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We obtained an understanding of the design of internal controls related to cut-off of revenue recognition and we tested the operating effectiveness of such controls.
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We selected samples of revenue recognized before and after the balance sheet date, and we checked the records against the sales documents such as purchase orders, invoices, external shipping documents and client receipts to assess the cut-off of revenue recognition.
Other Matter
We did not audit the financial statements of several subsidiaries included in the consolidated financial statements of the Group, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included for those subsidiaries, was based solely on the reports of other auditors. The total assets of those subsidiaries were $396,167 thousand and $424,341 thousand, which constituted 5.38% and 5.57% of consolidated total assets as of December 31, 2021 and 2020, respectively, and total revenues were $321,081 thousand and $352,461 thousand, which constituted 6.12% and 5.58% of consolidated total revenues for the years ended December 31, 2021 and 2020, respectively.
In addition, the financial statements of associates included in the consolidated financial statements were audited by other auditors. Thus, our opinion, insofar as it relates to the investments in associates accounted for using the equity method, the share of profit (loss) of the associates accounted for using the equity method, and the share of comprehensive income (loss) of the associates, was based solely on the reports of other auditors. Investments in associates accounted for using the equity method were $57,398 thousand and $62,155 thousand, which constituted 0.78% and 0.82% of consolidated total assets as of December 31, 2021 and 2020, respectively; the share of profit or loss of the associates was $13,759 thousand and $27,313 thousand, which constituted (25.42%) and 9.78% of the consolidated profit before income tax for the years ended December 31, 2021 and 2020, respectively; and the share of the other comprehensive income of associates accounted for using the equity method was $11,851 thousand and $23,301 thousand, which constituted (14.19%) and 12.01% of the consolidated total comprehensive income for the years ended December 31, 2021 and 2020, respectively.
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion with other matter paragraph.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including members of the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
37 -
-
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 and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Chih-Yuan Chen.
Deloitte & Touche Taipei, Taiwan Republic of China March 11, 2022
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at amortized cost - current (Notes 9 and 33) Contract assets - current (Note 24) Notes receivable from unrelated parties (Note 10) Trade receivables from unrelated parties (Notes 10 and 24) Other receivables from unrelated parties (Note 10) Other receivables from related parties (Note 32) Current tax assets (Note 26) Inventories (Note 11) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 7 and 19) Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 31) Financial assets at amortized cost - non-current (Notes 9 and 33) Investments accounted for using the equity method (Note 13) Property, plant and equipment (Notes 14 and 33) Right-of-use assets (Note 15) Intangible assets (Note 16) Deferred tax assets (Note 26) Refundable deposits Other financial assets - non-current (Note 17) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Short-term bills payable (Note 18) Contract liabilities - current (Note 24) Notes payable to unrelated parties Accounts payable to unrelated parties Accounts payable to related parties (Note 32) Other payables (Notes 20 and 32) Current tax liabilities (Note 26) Provisions - current (Note 21) Lease liabilities - current (Note 15) Current portion of long-term borrowings (Notes 18 and 33) Other current liabilities (Note 20) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 19 and 33) Long-term borrowings (Notes 18 and 33) Deferred tax liabilities (Note 26) Lease liabilities - non-current (Note 15) Net defined benefit liabilities - non-current (Note 22) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Common stock Capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings (Accumulated deficits) Total retained earnings (Accumulated deficits) Other equity Exchange differences on arising from translation to the presentation currency Unrealized gain/(loss) on financial assets at fair value through other comprehensive income Total other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Note 23) Total equity TOTAL |
2021 Amount % $ 1,110,589 15 4,716 - 5,782 - 15,845 - 1,099,908 15 5,110 - 16,608 - 2,296 - 2,251,454 31 165,573 3 15,596 - 4,693,477 64 520 - 76,117 1 810 - 57,398 1 2,276,903 31 54,247 1 30,386 - 35,916 - 15,642 - 66,201 1 56,801 1 2,670,941 36 $ 7,364,418 100 $ 574,792 8 29,915 - 111,494 2 10,303 - 1,227,114 17 147,329 2 317,721 4 46,000 1 5,382 - 30,518 - 16,800 - 118,934 2 2,636,302 36 390,835 5 1,367,114 19 709 - 24,356 - 86,028 1 5 - 1,869,047 25 4,505,349 61 1,893,702 26 8,800 - 1,902,502 26 236,689 3 10,460 - 38,904 1 (67,331) (1) (17,967) - (49,822) (1) 10,425 - (39,397) (1) (13,497) - 2,068,330 28 790,739 11 2,859,069 39 $ 7,364,418 100 |
2020 | ||
|---|---|---|---|---|
| Amount % $ 2,070,594 27 4,055 - 1,420 - 10,850 - 1,223,609 16 5,254 - 567 - 7,399 - 1,500,293 20 74,911 1 28,998 1 4,927,950 65 - - 63,530 1 905 - 62,155 1 2,317,465 30 111,694 2 29,188 - 21,744 - 14,472 - 63,188 1 - - 2,684,341 35 $ 7,612,291 100 $ 857,768 11 29,934 - 126,623 2 5,336 - 1,299,408 17 132,662 2 350,087 5 39,385 1 3,441 - 32,611 - 16,800 - 113,226 2 3,007,281 40 - - 1,383,914 18 3,917 - 79,868 1 84,335 1 6,680 - 1,558,714 20 4,565,995 60 1,864,916 25 27,492 - 1,892,408 25 228,100 3 1,802 - 16,214 - 86,582 1 104,598 1 (33,468) - (5,436) - (38,904) - (13,714) - 2,172,488 29 873,808 11 3,046,296 40 $ 7,612,291 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| OPERATING REVENUE (Notes 24 and 32) OPERATING COSTS (Notes 11, 25 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 22, 25 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses (LOSS) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 25) Other gains and losses (Note 25) Finance costs (Note 25) Share of profit or loss of associates (Note 13) Interest income (Note 25) Total non-operating income and expenses (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 26) NET (LOSS) PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 22) Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 26) |
2021 Amount % $ 5,247,518 100 (4,069,648) (78) 1,177,870 22 (531,024) (10) (253,798) (5) (422,094) (8) (8,598) - (1,215,514) (23) (37,644) (1) 25,435 1 (32,878) (1) (26,567) - 13,759 - 3,759 - (16,492) - (54,136) (1) (18,048) (1) (72,184) (2) (7,760) - 10,761 - 58 - |
2020 | ||
|---|---|---|---|---|
| Amount % $ 6,313,382 100 (4,690,262) (74) 1,623,120 26 (535,023) (8) (282,729) (5) (413,325) (7) (21,290) - (1,252,367) (20) 370,753 6 13,052 - (108,525) (2) (27,939) - 27,313 1 4,761 - (91,338) (1) 279,415 5 (52,166) (1) 227,249 4 (18,625) (1) (1,412) - 265 - (Continued) |
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET (LOSS) PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests (LOSS) EARNINGS PER SHARE (Note 27) Basic Diluted |
2021 Amount % (14,394) - (11,335) - $ (83,519) (2) $ (55,028) (1) (17,156) - $ (72,184) (1) $ (68,169) (2) (15,350) - $ (83,519) (2) $ 0.29 |
2020 | ||
|---|---|---|---|---|
| Amount % (13,406) - (33,178) (1) $ 194,071 3 $ 104,251 2 122,998 2 $ 227,249 4 $ 73,327 1 120,744 2 $ 194,071 3 $ 0.56 $ 0.56 |
||||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
(Concluded)
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2020 Appropriation of 2019 earnings Legal reserve Special reserve Other capital surplus change Share-based payments (Note 28) Cash dividends distributed by the Company Disposal of the Company's common stock by subsidiaries treated as treasury shares transactions Actual acquisition of interests in subsidiaries (Note 29) Changes in percentage of ownership interests in subsidiaries (Note 29) Recognition of employee share options by the subsidiaries (Note 28) Issuance of ordinary shares under employee share options (Note 28) Non-controlling interests (Note 23) Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends distributed by the Company Other capital surplus change Share-based payments (Note 28) Equity component of convertible bonds issued by the company (Note 19) Disposal of investments in equity instruments measured at fair value through other comprehensive income by a subsidiary Adjustment of capital reserve by dividends paid to subsidiaries Changes in percentage of ownership interests in subsidiaries (Note 29) Recognition of employee share options by the subsidiaries (Note 28) Issuance of ordinary shares under employee share options (Note 28) Non-controlling interests (Note 23) Net loss for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 BALANCE AT DECEMBER 31, 2021 |
Equity Attributable to Owners of the Company (Note 23) | Equity Attributable to Owners of the Company (Note 23) | Non-controlling Interests Total (Note 21) $ 2,009,159 $ 508,183 - - - - 1,914 - (27,974) - 617 737 14,714 - 69,084 - 1,385 1,616 27,492 - 2,770 242,528 104,251 122,998 (30,924) (2,254) 73,327 120,744 2,172,488 873,808 - - - - (54,889) - 979 - 10,684 - - - 418 - (4,391) - 179 3,719 10,814 - 217 (71,438) (55,028 ) (17,156 ) (13,141) 1,806 (68,169) (15,350) $ 2,068,330 $ 790,739 |
Total Equity $ 2,517,342 - - 1,914 (27,974) 1,354 14,714 69,084 3,001 27,492 245,298 227,249 (33,178) 194,071 3,046,296 - - (54,889) 979 10,684 - 418 (4,391) 3,898 10,814 (71,221) (72,184 ) (11,335) (83,519) $ 2,859,069 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **Share Capital ** | Total Capital Surplus $ 1,864,916 $ 168,621 - - - - - 1,914 - (27,974) - 356 - 14,714 - 69,084 - 1,385 27,492 - - - - - - - - - 1,892,408 228,100 - - - - - - - 979 - 10,684 - - - 418 - (4,391) - 179 10,094 720 - - - - - - - - $ 1,902,502 $ 236,689 |
**Retained Earnings ** | Total $ 18,016 - - - - - - - - - - 104,251 (17,669) 86,582 104,598 - - (54,889) - - (5,100) - - - - - (55,028 ) (7,548) (62,576) $ (17,967) |
Other Equity | Total $ (25,649 ) - - - - - - - - - - - (13,255) (13,255) (38,904) - - - - - 5,100 - - - - - - (5,593) (5,593) $ (39,397) |
Treasury Shares $ (16,745 ) - - - - 261 - - - - 2,770 - - - (13,714) - - - - - - - - - - 217 - - - $ (13,497) |
||||||
| Exchange Unrealized Gain (Loss) on Financial Assets at Differences on Fair Value Translation of Through Other Foreign Comprehensive Operations Income $ (21,625 ) $ (4,024 ) - - - - - - - - - - - - - - - - - - - - - - (11,843) (1,412) (11,843) (1,412) (33,468) (5,436) - - - - - - - - - - - 5,100 - - - - - - - - - - - - (16,354) 10,761 (16,354) 10,761 $ (49,822) $ 10,425 |
||||||||||||
| Common Stock $ 1,864,916 - - - - - - - - - - - - - 1,864,916 - - - - - - - - - 28,786 - - - - $ 1,893,702 |
Capital Collected in Advance $ - - - - - - - - - 27,492 - - - - 27,492 - - - - - - - - - (18,692) - - - - $ 8,800 |
|||||||||||
| Unappropriated Legal Reserve Special Reserve Earnings $ - $ - $ 18,016 1,802 - (1,802) - 16,214 (16,214) - - - - - - - - - - - - - - - - - - - - - - - - - - 104,251 - - (17,669) - - 86,582 1,802 16,214 86,582 8,658 - (8,658) - 22,690 (22,690) - - (54,889) - - - - - - - - (5,100) - - - - - - - - - - - - - - - - - (55,028 ) - - (7,548) - - (62,576) $ 10,460 $ 38,904 $ (67,331) |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss) profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized Gain on financial assets and liabilities at fair value through profit or loss, net Finance costs Interest income Dividend income Share-based payment Share of profit of associates Loss (gain) on disposal of property, plant and equipment Net gain on disposal of financial assets Loss for market price decline and obsolete and slow-moving inventories Reversal of write-down of inventories Changes in operating assets and liabilities Contract assets Notes receivable Trade receivables Other receivables Other receivables from related parties Inventories Prepayment Other current assets Contract liabilities Note payables Trade payables (including related parties) Other payables Provisions Other current liabilities Net defined benefit liabilities Cash (used in) generated from operations Interest received Interest paid Income tax paid Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Purchase of financial assets measured at amortized cost |
2021 $ (54,136) 133,998 7,147 8,598 (682) 26,567 (3,759) (2,673) 4,877 (13,759) (136) - 39,177 - (4,362) (4,995) 115,287 144 (16,041) (787,964) (90,662) 13,402 (15,129) 4,967 (57,627) (32,366) 1,941 5,708 1,693 (720,785) 3,759 (23,558) (31,412) (771,996) (1,826) (661) |
2020 $ 279,415 128,241 5,292 21,290 - 27,939 (4,761) (1,054) 4,915 (27,313) 118 (3,063) - (7,769) (1,420) 1,494 (140,301) 12,333 8,195 (137,725) (4,076) (9,686) 9,420 4,415 406,204 35,996 3,441 28,065 17,638 657,243 4,761 (27,972) (42,217) 591,815 (6,900) (1,405) (Continued) |
|---|---|---|
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EDIMAX TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Proceeds from financial assets measured at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from financial assets at fair value through profit or loss Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Increase in other financial assets Decrease in other financial assets Increase in other non-current assets Decrease in other non-current assets Dividends received Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from issuance of convertible bonds Repayments of long-term borrowings Repayment of the principal portion of lease liabilities Increase in refundable deposits Decrease in refundable deposits Dividends paid to owners of the company Exercise of employee share option Proceeds from reissuance of treasury shares Disposal of interests in subsidiaries without a loss of control Dividends paid to non-controlling interests Difference in non-controlling interests Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2021 95 - - (60,737) 4,027 (1,170) (8,378) (3,013) - (56,801) - 2,673 (125,791) - (282,976) 398,653 (16,800) (87,159) - (6,675) (54,889) 10,814 635 - (74,826) (3,898) (117,121) 54,903 (960,005) 2,070,594 $ 1,110,589 |
2020 - (32,576) 35,639 (76,504) 542 (2,609) (5,089) - 2,979 - 9,200 1,054 (75,669) 90,640 - - (16,800) (36,439) 6,680 - (27,974) 27,492 1,354 29,406 (49,852) 349,543 374,050 6,382 896,578 1,174,016 $ 2,070,594 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
(Concluded)
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Attachment 7
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Edimax Technology Co., Ltd.
Opinion
We have audited the accompanying financial statements of Edimax Technology Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2021 and 2020 and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the reports of other auditors.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2021. 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.
The key audit matters of the Company’s financial statements for the year ended December 31, 2021 is stated as follows:
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Cut off of the Recognition Time of Sales Revenue
The Company's sales are recognized as FOB shipping point. Due to the impact of the COVID-19 pandemic, ports were seriously clogged around the world, supply chains were broken down and shipping schedules were postponed for the year ended December 31, 2021. Although relevant controls are established, there is a risk that shipped goods may be in transit at the end of the reporting period and recorded as sales in the wrong period when control of goods was not transferred. Accordingly, we have concluded that cut-off of revenue recognition is a key audit matter.
The main audit procedures we performed to address the above key audit matter were as follows:
-
We obtained an understanding of the design of internal controls related to cut-off of revenue recognition and we tested the operating effectiveness of such controls.
-
We selected samples of revenue recognized before and after the balance sheet date, and we checked the records against the sales documents such as purchase orders, invoices, external shipping documents and client receipts to assess the cut-off of revenue recognition.
Other Matter
As disclosed in Note 11 to the financial statements, we did not audit the financial statements of several investees accounted for using the equity method included in the financial statements of the Company, but such statements were audited by other auditors. Our opinion, insofar as it relates to the investments and the share of profit (loss) of the investees accounted for using the equity method audited by other auditors, was based solely on the reports of the other auditors. The total investments in investees accounted for using the equity method were NT$331,241 thousand and NT$310,705 thousand, which constituted 5.97% and 5.65% of total assets as of December 31, 2021 and 2020, respectively, and the share of profit (loss) of the subsidiaries and associates accounted for using the equity method was NT$33,839 thousand and NT$34,796 thousand, which constituted (61.49%) and 33.17% of the profit before income tax for the years ended December 31, 2021 and 2020, respectively; and the share of the other comprehensive income of the subsidiaries and associates accounted for using the equity method was NT$22,462 thousand and NT$27,589 thousand, which constituted 32.95% and 37.62% of the total comprehensive income for the years ended December 31, 2021 and 2020, respectively.
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, including members of the audit committee, are responsible for overseeing the Company’s financial reporting process.
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Auditors’ 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the 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 entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
-
47 -
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 for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Chih-Yuan Chen.
Deloitte & Touche Taipei, Taiwan Republic of China March 11, 2022
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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EDIMAX TECHNOLOGY CO., LTD.
BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash (Note 6) Notes receivable from unrelated parties (Note 9) Trade receivables from unrelated parties (Notes 9 and 22) Trade receivables from related parties (Notes 22 and 30) Other receivables from unrelated parties (Notes 9 and 30) Current tax assets (Note 24) Inventories (Note 10) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent (Notes 7 and 18) Financial assets at fair value through other comprehensive income - non-current (Note 8) Investments accounted for using the equity method (Note 11) Property, plant and equipment (Notes 12 and 31) Right-of-use assets (Note 13) Investment properties (Note 14) Intangible assets (Note 15) Refundable deposits Other financial assets - non-current (Note 16) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Short-term bills payable (Note 17) Contract liabilities - current (Note 22) Notes payable to unrelated parties Accounts payable to unrelated parties Accounts payable to related parties (Note 30) Other payables (Notes 19 and 30) Current tax liabilities Lease liabilities - current (Note 13) Current portion of long-term borrowings (Notes 17 and 31) Other current liabilities (Note 19) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 18) Long-term borrowings (Notes 17 and 31) Deferred tax liabilities (Note 24) Lease liabilities - non-current (Note 13) Deposits received Net defined benefit liabilities - non-current (Note 20) Total non-current liabilities Total liabilities EQUITY Share capital Common stock Capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings (Accumulated deficits) Total retained earnings (Accumulated deficits) Other equity Exchange differences on translation to the presentation currency Unrealized gain/(loss) on financial assets at fair value through other comprehensive income Total other equity Treasury shares Total equity TOTAL |
2021 Amount % $ 408,145 8 10,444 - 674,071 12 174,040 3 21,929 1 13 - 945,965 17 112,910 2 11,329 - 2,358,846 43 520 - 76,117 1 920,946 17 2,050,920 37 7,896 - 49,527 1 6,107 - 4,082 - 65,801 1 3,181,916 57 $ 5,540,762 100 $ 556,000 10 29,915 1 107,567 2 10,296 - 553,481 10 113,741 2 148,851 3 657 - 3,131 - 16,800 - 92,738 2 1,633,177 30 390,835 7 1,367,114 25 722 - 4,764 - - - 75,820 1 1,839,255 33 3,472,432 63 1,893,702 34 8,800 - 1,902,502 34 236,689 4 10,460 - 38,904 1 (67,331) (1) (17,967) - (49,822) (1) 10,425 - (39,397) (1) (13,497) - 2,068,330 37 $ 5,540,762 100 |
2020 | ||
|---|---|---|---|---|
| Amount % $ 639,548 12 9,911 - 780,947 14 188,470 3 6,990 - 30 - 598,656 11 38,113 1 18,156 - 2,280,821 41 - - 63,530 1 961,213 18 2,072,389 38 62 - 50,504 1 4,402 - 3,552 - 62,788 1 3,218,440 59 $ 5,499,261 100 $ 817,600 15 29,934 1 95,103 2 5,305 - 564,138 10 105,838 2 138,708 2 657 - 62 - 16,800 - 88,217 2 1,862,362 34 - - 1,383,914 25 722 - - - 6,679 - 73,096 1 1,464,411 26 3,326,773 60 1,864,916 34 27,492 1 1,892,408 35 228,100 4 1,802 - 16,214 - 86,582 2 104,598 2 (33,468) (1) (5,436) - (38,904) (1) (13,714) - 2,172,488 40 $ 5,499,261 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| OPERATING REVENUE (Notes 22 and 30) OPERATING COSTS (Notes 10, 23 and 30) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 20 and 23) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (Note 9) Total operating expenses (LOSS) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 23 and 30) Other gains and losses (Note 23) Finance costs (Note 23) Share of profit or loss of associates (Note 11) Interest income (Note 23) Total non-operating income and expenses (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET (LOSS) PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME |
2021 Amount % $ 3,634,547 100 (3,111,231) (86) 523,316 14 (17,589) - 16,175 - 521,902 14 (150,070) (4) (119,194) (3) (268,039) (8) (10,980) - (548,283) (15) (26,381) (1) 9,604 - (37,457) (1) (24,790) (1) 23,630 1 366 - (28,647) (1) (55,028) (2) - - (55,028) (2) |
2020 | ||
|---|---|---|---|---|
| Amount % $ 4,030,590 100 (3,422,359) (85) 608,231 15 (16,175) - 16,109 - 608,165 15 (162,283) (4) (111,036) (3) (261,907) (6) (17,325) - (552,551) (13) 55,614 2 6,812 - (71,201) (2) (25,503) (1) 138,502 4 684 - 49,294 1 104,908 3 (657) - 104,251 3 |
(Continued)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 20) Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive loss of associates accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR (LOSS) EARNINGS PER SHARE (Note 25) Basic Diluted |
2021 Amount % (6,043) - 10,761 - (1,505) - (16,354) - (13,141) - $ (68,169) (2) $ (0.29) |
2020 | ||
|---|---|---|---|---|
| Amount % (16,616) (1) (1,412) - (1,053) - (11,843) - (30,924) (1) $ 73,327 2 $ 0.56 $ 0.56 |
||||
| $ | $ | |||
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
(Concluded)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2020 Appropriation of 2019 earnings Legal reserve Special reserve Other capital surplus change Share-based payments (Note 26) Cash dividends distributed by the Company Actual acquisition of interests in subsidiaries (Note 27) Changes in percentage of ownership interests in subsidiaries (Note 27) Disposal of the Company's common stock by subsidiaries treated as treasury shares transactions Recognition of employee share options by the subsidiaries (Note 26) Issuance of ordinary shares under employee share options (Note 26) Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends distributed by the Company Other capital surplus change Share based payments (Note 26) Equity component of convertible bonds issued by the Company (Note 18) Changes in capital surplus from investments in subsidiaries accounted for using equity method Disposal of investment in equity instruments designated as at fair value through other comprehensive income by subsidiaries Dividends distributed to subsidiaries to adjust capital surplus Changes in percentage of ownership interests in subsidiaries Recognition of employee share options by the subsidiaries(Note 26) Issuance of ordinary shares under employee share options (Note 26) Net loss for the year ended December 31, 2021 Other comprehensive loss for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 BALANCE AT DECEMBER 31, 2021 |
Share Capital (Note 21) | Capital Surplus Total (Note 21) $ 1,864,916 $ 168,621 - - - - - 1,914 - (27,974) - 14,714 - 69,084 - 356 - 1,385 27,492 - - - - - - - 1,892,408 228,100 - - - - - - - 979 - 10,684 - - - - - 418 - (4,391) - 179 10,094 720 - - - - - - $ 1,902,502 $ 236,689 |
Retained Earnings (Accumulated Deficits) (Note 21) | Total $ 18,016 - - - - - - - - - 104,251 (17,669) 86,582 104,598 - - (54,889) - - - (5,100) - - - - (55,028 ) (7,548) (62,576) $ (17,967) |
Other Equity | Total $ (25,649) - - - - - - - - - - (13,255) (13,255) (38,904) - - - - - - 5,100 - - - - - (5,593) (5,593) $ (39,397) |
Treasury Shares $ (16,745) - - - - - - 3,031 - - - - - (13,714) - - - - - 217 - - - - - - - - $ (13,497) |
Total Equity $ 2,009,159 - - 1,914 (27,974) 14,714 69,084 3,387 1,385 27,492 104,251 (30,924) 73,327 2,172,488 - - (54,889) 979 10,684 217 - 418 (4,391) 179 10,814 (55,028 ) (13,141) (68,169) $ 2,068,330 |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Unrealized Gain (Loss) on Exchange Financial Assets Differences on at Fair Value Translation of Through Other Foreign Comprehensive Operations Income $ (21,625) $ (4,024) - - - - - - - - - - - - - - - - - - - - (11,843) (1,412) (11,843) (1,412) (33,468) (5,436) - - - - - - - - - - - - - 5,100 - - - - - - - - - - (16,354) 10,761 (16,354) 10,761 $ (49,822) $ 10,425 |
||||||||||
| Unappropriated Earnings (Accumulated Legal Reserve Special Reserve Deficits) $ - $ - $ 18,016 1,802 - (1,802) - 16,214 (16,214) - - - - - - - - - - - - - - - - - - - - - - - 104,251 - - (17,669) - - 86,582 1,802 16,214 86,582 8,658 - (8,658) - 22,690 (22,690) - - (54,889) - - - - - - - - - - - (5,100) - - - - - - - - - - - - - - (55,028 ) - - (7,548) - - (62,576) $ 10,460 $ 38,904 $ (67,331) |
||||||||||
| C |
Capital Collected ommon Stock in Advance $ 1,864,916 $ - - - - - - - - - - - - - - - - - - 27,492 - - - - - - 1,864,916 27,492 - - - - - - - - - - - - - - - - - - - - 28,786 (18,692) - - - - - - $ 1,893,702 $ 8,800 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss) profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized Gain on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share-based payment Share of profit of subsidiaries and associates (Gain) loss on disposal of property, plant and equipment Unrealized gain on transactions with subsidiaries Realized gain on transactions with subsidiaries Changes in operating assets and liabilities Notes receivable Trade receivables (including related parties) Other receivables Inventories Prepayment Other current assets Contract liabilities Notes payables Trade payables (including related parties) Other payables Current liabilities Net defined benefit liabilities Cash (used in) generated from operations Interest received Interest paid Income tax paid Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Increase in other financial assets Decrease in other non-current assets |
2021 $ (55,028) 45,195 6,185 10,980 (682) 24,790 (366) (1,874) 979 (23,630) (112) 17,589 (16,175) (533) 81,887 (14,939) (347,309) (74,797) 6,827 12,464 4,991 (2,754) 10,143 4,521 (3,321) (314,969) 366 (21,747) 17 (336,333) (1,826) (21,166) 231 (530) (7,890) (3,013) - |
2020 $ 104,908 41,975 3,875 17,325 - 25,503 (684) (415) 1,914 (138,502) 118 16,175 (16,109) 160 (194,530) 5,245 (193,424) (5,493) (5,770) 2,511 4,391 298,369 25,840 19,211 1,521 14,114 684 (25,531) 292 (10,441) (6,900) (26,321) 3 (3,027) (4,938) (2,021) 9,200 (Continued) |
|---|---|---|
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EDIMAX TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Dividends received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from bonds payable Repayments of long-term borrowings Increase in refundable deposits Decrease in refundable deposits Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Exercise of employee share options Partial disposal of interests in subsidiaries without a loss of control Net cash generated from financing activities NET (DECREASE) INCREASE IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR |
2021 71,362 37,168 - (261,600) 398,653 (16,800) - (6,679) (1,737) (54,889) 10,814 - 67,762 (231,403) 639,548 $ 408,145 |
2020 72,852 38,848 90,000 - - (16,800) 6,679 - (470) (27,974) 27,492 29,406 108,333 136,740 502,808 $ 639,548 |
|---|---|---|
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 11, 2022)
(Concluded)
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Appendices
Appendix 1
Edimax Technology Co., Ltd. Articles of Incorporation
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Chapter 1 General Provisions
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Article 1 : The Company shall be incorporated as a company limited by shares under the Company Act, and its name shall be 訊舟科技股份有限公司 in the Chinese language, and Edimax Technology Company, Limited in the English language.
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Article 2 : The scope of business of the Company shall be as follows:
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1.CC01110 Computer and computing peripheral equipment manufacturing.
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2.F113050 Wholesale of computing and business machinery equipment.
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3.F118010 Wholesale of computer software.
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4.F401010 International trade.
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5.CC01101 Restrained telecom radio frequency equipments and materials manufacturing.
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6.F401021 Restrained telecom radio frequency equipments and materials import.
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7.E605010 Computing equipments installation construction.
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8.CC01060 Wired communication equipment and apparatus manufacturing.
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9.CC01070 Telecommunication equipment and apparatus manufacturing.
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CC01080 Electronic parts and components manufacturing.
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CC01120 Data storage media manufacturing and duplicating.
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I301010 Software design services.
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I301020 Data processing services.
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I301030 Digital information supply services.
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ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3 : The Company set up headquarter in Taipei City and will set up branch or affiliate office by the resolution of the board of directors if necessary.
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Article 4 : The Company's announcement method is in accordance with the Company Act and other relevant laws and regulations.
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Article 5 : Due to business needs, the Company may guarantee for third party’s obligation.
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Article 6 : Due to business needs, the Company may conduct various investments. The amount of investment is not subject to the total amount limitation of the investment under Article 13 of the Company Act not to exceed the 40% of the paid-up capital. The investment shall be handled by the resolution of the board of directors.
Chapter 2 Shares
-
Article 7 : The total capital of the Company is NT$ 3 billion, divided into NT$ 300 million shares, with par value of NT$ 10, of the said capital amount NT$ 120,000,000 divided into 12,000,000 shares, with par value of NT$ 10, shall be reserved for the issuance of employee stock option certificate. The Board of Directors is authorized to issue the remaining shares according to the business situation.
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Article 7-1 : The entitled transferees who receive the shares bought by the Company based of Company Act include the employees of parents or subsidiaries of the company meeting certain specific requirements.
The entitled transferees who receive share subscription warrants based of Company Act include the employees of parents or subsidiaries of the company meeting certain specific requirements.
The employees who are entitled to subscribe new shares by the Company based of Company Act include the employees of parents or subsidiaries of the company meeting certain specific requirements.
The employees who are entitled restricted stock issued by the Company based of Company Act include the employees of parents or subsidiaries of the company meeting certain specific requirements.
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Article 8 : The share certification of the Company is registered share and issued in accordance with the Company Act and the relevant laws and regulations. The shares issued by the Company shall be exempt from printed stock, but shall be registered with the securities centralized management institution.
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Article 9 : The administration of the Company's shares shall be handled according to the "Regulations Governing the Administration of Shareholder Services of Public Companies" announced by the Competent Authority, except there is any applicable regulations or orders.
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Article 10 : The change of owner name in the share certificate shall not be made within 60 days prior to the date of the general meeting of the shareholders, within 30 days before the extraordinary shareholders’ meeting, or within five days before the date on which the Company decides to distribute dividends or other interests.
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Chapter 3 Shareholders’ Meeting Article 11 : There will be two kinds of shareholders’ meetings including general meeting and extraordinary meeting, the general meeting will be convened by the board of director once a year within six months after the end of each fiscal year. The extraordinary meeting will be held in accordance with the relevant laws and regulations if it is necessary.
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Article 12 : When the shareholder cannot attend the shareholders’ meeting in person, he may issue a power of attorney by the form provided from the Company in accordance with the Article 177 of the Company Act, to authorize an proxy to attend and perform his rights. Shareholders shall authorize proxy in accordance with the provisions of the Company Act, and the "Regulations Governing the Use of Proxies for Attendance at Shareholders’ meetings of Public Companies" announced by concerning authority.
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Article 13 : Shareholders of the Company have a right of voting per share, except in the case of the share with limited right or no right to vote under section 179(2) of the Company Act.
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Article 14 : Resolutions at a shareholders’ meeting shall, unless otherwise provided for in other regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. In accordance with the provisions of the concerning authority, the shareholders of the Company are also allowed to exercise their voting rights electronically. The
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shareholders who exercise the voting rights electronically shall be deemed to be present in person and their related matters shall be governed by the applicable laws and regulations.
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Article 15 : The resolution of the shareholders' meeting shall be recorded as minutes and signed or sealed by the chairman and handled in accordance with the provisions of Article 183 of the Company Act.
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Chapter 4 Directors and Audit Committee
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Article 16 : The number of directors of the Company is seven to thirteen; they shall be elected by the shareholders’ meeting from the candidate lists. The term of office of the directors is three years, and they are eligible for re-election. The total shareholding proportion of the directors shall be according to the regulation announced by the securities administrative authority.
The number of independent directors shall not be less than two, and shall not be less than one fifth of the total directors.
When the directors are short over one third, the board of directors shall convene a extraordinary meeting of shareholders within sixty days for by-election, but the term of office shall be limited to the original term.
- The election of the directors is in accordance with the candidate nomination system in Article 192-1 of the Company Act. The candidates for the nomination of directors and announcements and other related matters shall subject to the Company Act, Securities Trading Law and applicable regulations. The Independent directors and non-independent directors should be elected together and calculated the elected members separately.
The Company may purchase liability insurance for directors.
-
Article 17 : The Company has set up the Audit Committee in accordance with Article 14.4 of the Securities Exchange Law, the Audit Committee is composed of all independent directors. Audit Committee or the members of the Audit Committee are responsible for the execution of the supervisor's rights in accordance with the Company Act, the Securities Exchange Act and other laws and regulations.
-
Article 18 : The board of directors shall be organized by the directors, and the chairman of the board of directors shall be elected by the consent of more than two-thirds of the directors in the meeting attended with majority of the directors. Chairman is the representative of the Company.
-
Article 19 : If the chairman of the board of directors takes leave or fails to exercise his or her duties, the authorization shall be done in accordance with the provisions of Article 208 of the Company Act.
-
If the directors are unable to attend the board meeting in person, they may appoint other directors to attend the meeting, but the appointees shall be appointed by one director.
-
The resolutions of the board of directors shall, except as otherwise provided in the Company Act, be made by more than half of the directors with attendance of the majority of the directors in the meeting.
-
Article 20 : The notice of the convening of the board meeting of the Company shall informing the subjects and be served to the directors and attendees before seven
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days. However, in case of an emergency, it could be convened at any time. The board of directors could convene meeting with notice to the directors and attendees by written, fax or e-mail.
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Article 21 : The board of directors shall determine the remuneration of the directors in accordance with the degree of contribution to the operation, the value of the contribution and the market level of the same industry.
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Chapter 5 Managers
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Article 22 : The Company shall have a general manager and several vice general managers, their appointment, dismissal and remuneration shall be handled in accordance with the provisions of Article 29 of the Company Act.
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Chapter 6 Accounting
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Article 23 : At the close of each fiscal year, the board of directors shall prepare the following statements and records and shall forward the same to the meeting date of a general meeting of shareholders:
-
1.the business report;
-
2.the financial statements; and
-
3.the surplus earning distribution or loss off-setting proposals.
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Article 24 : If the Company has profit for the year, the Company shall set aside not less than 5% as the employee's remuneration and not more than 5% for the directors' remuneration. However, if there is any accumulated loss, the Company shall reserve the amount to offset the loss. The employee entitled for the employee's remuneration may include the employee of the parents or subsidiary company who meets certain conditions, it shall be distributed by stock or cash according to the resolution of the board of directors. The distribution proposal of remunerations for employee and directors shall be submitted to the shareholders’ meeting.
-
If the Company's annual accounts are surplus, the Company shall retain 10% of the statutory surplus reserve after the tax is paid in accordance with the law and the accumulated loss have been covered, except that the legal reserve has reached the paid-up capital of the Company. The surplus shall be booked as special surplus reserve in accordance with the law, if there is still a balance, the board of directors shall, to add with the accumulated undistributed surplus, propose a surplus earning distribution to the shareholders’ meeting in order to distribute dividend to the shareholders.
The dividend policy of the Company is based on the future development plan, investment environment, capital demand, financial structure, surplus and domestic and international competition, shareholders and other factors.
- Each year, the Company may set aside dividends to shareholders for the amount of more than 20 percent of attributable surplus earning, except that the accumulated attributable surplus earning is less than 20% of the paid capital; the Company may use cash or stock to distribute the dividend, but the cash dividend shall not be less than 10% of the total dividend.
Chapter 7 Supplementary Provisions
Article 25 : The other matters not stipulated in this Articles of Incorporation are subject to
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the provisions of the Company Act and the relevant laws and regulations. Article 26 : This Articles of Incorporation was concluded on June 17, 1986. Amended on November 1, 1988 for the first time. Amended on November 8, 1989 for the second time. Amended on August 8, 1995 for the third time. Amended on June 19, 1996 for the fourth time. Amended on December 20, 1996 for the fifth time. Amended on August 11, 1997 for the sixth time. Amended on March 18, 1998 for the seventh time. Amended on June 30, 1998 for the eighth time. Amended on June 15, 1999 for the ninth time. Amended on June 13, 2000 for the tenth time. Amended on May 18, 2001 for the eleventh time. Amended on June 11, 2002 for the twelfth time. Amended on June 2, 2003 for the thirteenth time. Amended on May 18, 2004 for the fourteenth time. Amended on June 14, 2005 for the fifteenth time. Amended on June 14, 2006 for the sixteenth time. Amended on March 9, 2007 for the seventeenth time. Amended on June 13, 2007 for the eighteenth time. Amended on June 13, 2008 for the nineteenth time. Amended on December 31, 2008 for the twentieth time. Amended on June 16, 2009 for the twenty-first time. Amended on June 17, 2010 for the twenty-second time. Amended on June 13, 2012 for the twenty-third time. Amended on June 13, 2013 for the twenty-fourth time. Amended on June 13, 2017 for the twenty-fifth time. Amended on June 16, 2015 for the twenty-sixth time. Amended on June 13, 2016 for the twenty-seventh time. Amended on June 13, 2017 for the twenty-eighth time. Amended on June 13, 2019 for the twenty- ninth time.
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Appendix 2
Edimax Technology Co., Ltd. Rules and Procedures of Shareholders’ Meetings
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Article 1 : To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
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Article 2 : The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
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Article 3 : Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
- Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in
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the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
-
Article 4 : For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
-
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
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Article 5 : The venue for a shareholders meeting shall be the premises of this
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Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
-
Article 6 : 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.
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The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
-
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
-
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
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Article 7 : If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
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When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
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It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
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Article 8 : 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.
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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 recording shall be retained until the conclusion of the litigation.
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Article 9 : Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and announce relevant information such as the number of non-voting rights and the number of shares present at the same time.
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However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
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If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.
When, prior to conclusion of the meeting, 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.
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Article 10 : If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
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The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
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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, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
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The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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Article 11 : Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
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A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
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Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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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.
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When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
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After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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Article 12 : Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders meetings, the number of shares
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held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
- Article 13 : A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting,
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the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
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Article 14 : The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected and the list of unelected directors and their obtained voting rights.
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The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody 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.
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Article 15 : Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
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This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting
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rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of this Corporation.
Article 16 : On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
- Article 17 : Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
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When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
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Article 18 : When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
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Article 19 : These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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Article 20 : These Rules were approved by the Annual General Shareholders’ Meeting and entered into force on June 30, 1998.
Amended on June 11, 2002 for the first time.
Amended on June 14, 2005 for the second time. Amended on June 13, 2012 for the third time. Amended on June 13, 2017 for the fourth time. Amended on June 12, 2020 for the fifth time. Amended on June 11, 2021 for the sixth time.
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Appendix 3
Edimax Technology Co., Ltd. Shareholdings of Directors
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1.The company's paid-in capital is NT$1,907,094,830, and the number of issued ordinary shares is 190,709,483 shares.
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2.According to Article 26 of the Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the board of directors should hold 11,442,569 shares. (Due to the Company has four independent directors elected, the board of directors other than independent directors should hold 80% of the stock shares calculated in the preceding paragraph).
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3.The Company has established an Audit Committee, therefore the shareholdings of Supervisors is not applicable.
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4.As of April 3, 2022 (final day for stock transfer), the shareholdings of the Company’s directors on the shareholders’ registry was as follows:
| Position | Name | Date elected | Term | Shareholdings | Shareholdings |
|---|---|---|---|---|---|
| Shares | Ratio(%) | ||||
| Chairman | Guan-ShengRenn | June 12,2020 | 3 | 4,360,676 | 2.29 |
| Director | Han-Shen Lee | June 12,2020 | 3 | 2,812,089 | 1.47 |
| Director | Liang-JungPan | June 12,2020 | 3 | 1,212,833 | 0.64 |
| Director | Ka Wah Investment Co., Ltd. Representative: Yu-ChangChiu |
June 12, 2020 | 3 | 359,755 | 0.19 |
| Director | Ka Wah Investment Co., Ltd. Representative:Jung-LungHung |
June 12, 2020 | 3 | 359,755 | 0.19 |
| Director | Jiann-ShingDing | June 12,2020 | 3 | 1,808,229 | 0.95 |
| Director | Ching-Te Hou | June 12,2020 | 3 | 97,237 | 0.05 |
| Independent Director |
Chung-Ming Tsao | June 12, 2020 | 3 | - | - |
| Independent Director |
Jin-Sheng Luo | June 12, 2020 | 3 | - | - |
| Independent Director |
Yu-Liang Lin | June 12, 2020 | 3 | 610,000 | 0.32 |
| Independent Director |
Jian-Chao Zeng | June 12, 2020 | 3 | - | - |
| Total (Not including independent director) | 11,660,476 (Note 1) |
6.11 |
Note:
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1.Ka Wah Investment Co., Ltd. representative are Yu-Chang Chiu and Jung-Lung Hung had centralized custody in the form of a segregated account is 754,494 shares and 255,163 shares. In accordance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the stock shares may be counted in calculation.
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2.The amount of issued shares held by all directors are in compliance with legal percentage.
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