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ENLIGHT — AGM Information 2023
Dec 5, 2023
52084_rns_2023-12-05_dd8a3b34-bd94-492c-b4c6-d9dcc11b4e8f.pdf
AGM Information
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ENLIGHT COMPANY LIMITED stock code:2438
2023 Annual Shareholders´Meeting Meeting Agenda (Translation)
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Date of publication: J u n e ��, ���� Search to request more information : h t t p : / / m o p s . t w s e . c o m . t w
Contents
| Contents | |
|---|---|
| Page | |
| Meeting Procedure ----------------------------------------------------------------- | 1 |
| Meeting Agenda --------------------------------------------------------------------- | 2 |
| A. Report Items --------------------------------------------------------------------- | 3 |
| B. Proposed Resolutions ----------------------------------------------------------- | 4 |
| C. Matters for Election ------------------------------------------------------------ | 5 |
| D. Matters for Discussion --------------------------------------------------------- | 6 |
| E. Extempore Motion -------------------------------------------------------------- | 6 |
| Appendix | |
| 1. 2022 Business Report -------------------------------------------------------- | 7 |
| 2. 2022 Audit Committee’s Review Report --------------------------------- | 10 |
| 3. 2022 Independent Auditors’ Report and Financial Statements ----- | 11 |
| 4. Articles of Incorporation ---------------------------------------------------- | 29 |
| 5. Rules of Procedure for Shareholders’ Meeting ------------------------- | 34 |
| 6. Rules for Election of Directors --------------------------------------------- | 37 |
| 7. Shareholdings of All Directors --------------------------------------------- | 39 |
Enlight Corporation
2023 Annual Shareholders’ Meeting Procedure
1. Report Present Shares and Call the Meeting to Order
2. Chairman’s Remarks
3. Report Items
4. Proposed Resolutions
5. Matters for Election
6. Matters for Discussion
7. Extempore Motion
8. Meeting Adjourned
1
Enlight Corporation
2023 Annual Shareholders’ Meeting Agenda
Meeting Method: Physical Shareholders' Meeting
1. Time: 9:00 a.m., June 26, 2023 (Monday)
2. Venue: No.11, Ln. 118, Dongjiulu St., Guishan Dist., Taoyuan City
3. Report on total shares represented by shareholders present in person or by proxy
4. Chairman’s Remarks
5. Report Items:
(1) The Company's 2022 Business Report and Financial Statements
(2) Audit Committee’s Review Report on the 2022 Financial Statements
6. Proposed Resolutions:
(1) The Company's 2022 Financial Statements
(2) The Company's 2022 Deficit Compensation
7. Matters for Election
Re-election of Directors of the Company.
8. Matters for Discussion
Release of the new Directors' and corporation representatives’ NonCompetition Obligation.
9. Extempore Motion
10. Meeting Adjourned
2
A. Report Items:
-
The Company's 2022 Business Report and Financial Statements (Please refer to Appendix 1 on page 7)
-
Audit Committee’s Review Report on the 2022 Financial Statements Please refer to Appendix 2 on page 10)
3
B. Proposed Resolutions
Item 1: proposed by the Board of Directors
Proposal: 2022 Financial Statements are hereby presented for resolution. Explanation: � 1 � The Company's 2022 Financial Statements were audited
-
by CPA Chih-Long Lin and CPA Wu-Chang Wang of Crowe (TW) CPAs. The Financial Statements and Business Report have been reviewed by the Audit Committee and issued. (Please refer to Appendix 3 on page 11)
-
2 � The Company’s 2023 Financial Statements which have been approved at the board meeting on March 24, 2023 are hereby presented for resolution.
Resolution:
Item 2: proposed by the Board of Directors
Proposal: The Company's 2022 Deficit Compensation is hereby presented for resolution.
Explanation: 1. The Company's 2022 Deficit Compensation Statement is proposed in accordance with Company Act and Articles of Incorporation
Enlight Corporation
2022 Deficit Compensation Statement
| In NTD | In NTD |
|---|---|
| Item | Amount |
| Deficit to be compensated, beginning of the period |
-4,082,163 |
| Less: 2022 Net loss | -22,461,900 |
| Deficit to be compensated – at the end of 2022 |
-26,544,063 |
| Accumulated deficit to be compensated – at the end of 2022 |
-26,544,063 |
| Chairman: Manager: Chief Accountant: |
2. There shall be no dividend in 2022.
Resolution:
4
C. Matters for Election
Item 1: proposed by the Board of Directors
Proposal: Re-election of the Directors
-
Explanation: 1. The Company’s Directors and Independent Directors were elected on July 27, 2021 for a term of three years, from July 27, 2021 to July 26, 2024. The Board of Directors propose to re-elect based on the business needs.
-
According to Article of Incorporation, seven directors will be elected (including 3 independent directors), the election of all directors which adopts the candidate nomination system.
-
Newly elected directors will take office after the shareholders’ meeting for a term of three years, from June 26, 2023 to June 5, 2026 and can continue in office after reelection.
-
List below for candidates of directors and independent directors approved by the Board of Directors.
| Role of Nominee |
Nominee's name | Education | Experience | Amount of sharesheld |
|---|---|---|---|---|
| Director | Cheng Jun Co., Ltd. Representative: Hsiao Wei Tseng |
Master of Electrical Engineering, National Tsing Hua University |
President of FAMICLOUD INC. President of UMAMI LIFE CORPORATION Director of Yosun Industrial Corp. Manager of Ding Hua Asset management Co., Ltd. |
1,095,274 |
| Director | Cheng Jun Co., Ltd Representative: Yi Shan Lin |
PHD candidate of Wang Yanan Institute for Studies in Economics, Xiamen University MBA, Institute of Business and Management, National Chiao Tung University Department of Chemistry, Tamkang University |
General Manager of UniVenture Management Consulting Co., Ltd. and AbonTouch System Inc. |
1,095,274 |
| Director | Wei Man Capital | Not applicable | Not applicable | 1,000 |
| Director | RamMax Technology Co., Ltd |
Not applicable | Not applicable | 2,000,00 |
| Independent Director |
Lien Sheng Tsai | Master of Graduate Institute of China Studies, Tamkang University |
1. Director of Research and Development Institute of Vocational Training 2. Director of China Petrochemical Development Corporation 3. Director of Asia Pacific Intellectual Property Association 4. Chief Secretary of Chinese National Federationof Industries |
0 |
| Independent Director |
Nai Wen Chang | Master of Accounting, Chung Yuan Christian University |
1. CPA in Nai Wen Chang CPA firm 2.Financial Manager inCAEC |
0 |
| Independent Director |
June Hong Yang | Doctor of Economics, Xiamen University |
1. Chairman in Fubon Futures Co., Ltd. 2. Director in Taiwan Futures Exchange |
0 |
- Propose to elect Election results:
5
D. Matters for Discussion
Item 1: proposed by the Board of Directors
Proposal: Release of restriction on non-competition obligation of directors and representatives.
- Explanation: In order to expand business and rely on Directors’ profession and experiences, the Board of Directors propose to release restriction on non-competition obligation of directors and corporation representatives according to Article 209 of Article of Incorporation, " A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval" and explain the contents of non-competition obligation before proposal in the shareholders’ meeting.
Resolution:
E. Extempore Motion
Meeting
Adjourned
6
Appendix 1 Business Report
Enlight Corporation Business Report
Dear shareholders,
Please see below for Business Report and a summary of business operations:
1. 2022 Business Report:
- (1) Implementation results of the business plan
In 2022, the Company reported consolidated revenue of NT$210,073 thousand which decreased NT$166,408 thousand, around 44.20%, compared to NT$376,481 thousand in 2021. The net loss in 2022 was NT$22,386 thousand, decrease of NT$40,698 thousand compared to net profit NT$18,312 thousand in 2021.
In 2022, the Company reported individual revenue of NT$55,537 thousand which decreased NT$66,198 thousand, around 54.38%, compared to NT$121,735 thousand in 2021. The net loss in 2022 was NT$22,462 thousand, decrease of NT$18,380 thousand compared to net loss NT$4,082 thousand in 2021.
(2) Budget execution status: None
(3) Financial revenue and expenditure and profitability analysis:
- i. financial revenue and expenditure
Unit: NT$ thousand
| Unit: | |||
|---|---|---|---|
| Item | 2022 | 2021 | Percent Change (�) |
| Operating income (loss) | (31,718) | 25,445 |
(224.65) |
| Non-operating income and expenses |
10,530 |
5,120 |
105.66 |
| Net income before tax (net loss) | (21,188) | 30,565 |
(169.32) |
| Other comprehensive income | (22,326) | 21,840 |
(202.23) |
| Other comprehensive income Profit attributable to: |
|||
| Parent Company | (22,402) | (554) |
(3,943.68) |
| Non-controlling interests | 76 | 22,394 |
(99.66) |
| Basic earnings pershare (deficit) | (0.37) | (0.07) | (428.57) |
ii. profitability
| profitability | |||
|---|---|---|---|
| Item | 2022 | 2021 | |
| Return on Assets (%) | (2.45) | 1.94 |
|
| Return On Equity (%) | (2.78) | 2.22 |
|
| Ratio of paid-up capital (%) | Operating income |
(5.27) | 4.23 |
| Pre-tax net profit |
(3.52) |
5.08 |
|
| Net profit ratio (%) | (10.66) | 4.86 |
7
2. Summary of Business Operations in 2023
(1) Business Operating Strategy
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i. The Company not only gets the customers’ trust in professional technology for business layout of mechanical and electrical equipment, but also provides soft skills about services such as process planning and design for order to shipment order when customers inquire.
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ii. The company mainly operates official websites and self-owned online stores to increase the visibility of our existing "EnLight" products through advertising exposure.
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iii. The Company represents and develops a variety of products, and expand the market of household and health products after Covid-19 pandemic actively.
-
(2) Important Marketing Plan:
-
1+1>2 Development Strategy: The Company continues to cooperate with the famous cultural and creative stickers, internet celebrities, broadcasters and other cross-industry products. Based on the Company's core operation concept “Always give you the best”, we expand more diversified customers and increase revenue.
-
Multi-partner and Co-branding Activities: The Company strengthens the brand image of the company's products, presents the products to the existing fans of the partners, and reaches new customers to let more potential customers know EnLight and the new products. For example, we optimize the brand " EnLight " smart home and set up the impression of a series of excellent products.
-
Diversify online and offline development: We will actively expand the offline chain channels such as PX Mart to reach the target consumers, and combine with online e-commerce (Multi-channel), so that consumers can reach EnLight brand most rapidly for the long-term development.
-
Focus on operation of brand and website: To utilize search engines to increase browsing, collect and analyze consumers, and update website immediately.
-
Focus on corporate bulk procurement: To continue providing advertising promotions and presents to welfare committee of each corporation.
-
Channel set up: To expand online (virtual) and offline (physical) channel.
-
(3) Main Sales Plan:
-
i. Mechanical and Electrical Department
-
The business of planning, design and construction of pipeline engineering process: We will use our platform related to the textile industry firstly to get rapid access to the textile industry and then gradually expand to other manufacturing industries. Energy-saving industrial equipment business: At present, we provide relevant information and products to customers based on environment protection issues, and introduce high-efficiency and energy-saving equipment by means of improvement or trade in (such as high-efficiency energy-saving gas combustion systems, etc.) to improve the efficiency of existing equipment and achieve environment protection requirements.
-
Meter sales business: In recent years, the development and application of Industry 4.0 are important. The Company has asked existing engineers to add data controlling access functions in monitoring system in the manufacturing process and gradually enter the automatic control and monitoring system business, so that the Company can facilitate the mechanical and electrical equipment business and integration capabilities for better competitiveness.
The manufacturing industries gradually go back to normal production mode after the epidemic situation. When the global economy recovers, the demand for production capacity in the manufacturing industry will certainly increase, and the related business can flourish again.
- ii. E-commerce Department
Due to the impact of the epidemic, more consumers began to try online shopping and delivery. That made many consumers to begin to rely on e-commerce. According to the analysis report of Mordor Intelligence, e-commerce market on Taiwan is expected to grow at 9.6% annually from 2022 to 2027.
8
The Company will consolidate the resources for co-branded products in department stores, major platforms, and offline promotions, and adjust marketing and advertising strategies to increase sales and brand reputation effectively. At the same time, we focus on the development of high quality and user-friendly kitchen appliances and household appliances, and continue to upgrade and introduce new products to gain the consumers’ trust.
In addition, we launch strategies such as product add-ons, freebies, membership system, and progressive rewards to enhance customer adhesion to the brand for continuous repurchase and bring stable conversion rates for the company.
The e-commerce department will also monitor Google Analytics (GA) every day to focus on target customer groups through data analysis, improve the content of the official website continuously, and adjust the advertising content dynamically. In addition, social media editors of EnLight post to interact with fans regularly and activate of the official website. Furthermore, the editors update recipe videos regularly to increase audience adhesion through social media management. Finally, we will continue to contact enterprise groups during the New Year holidays, and send product catalogs and promotion plans to boost the sales of e-commerce products.
- Impact of External Environment and Development Strategy in the Future
The company has been diversifying the operations, seeking cross-industry cooperation and increasing business items to improve overall operating performance in response to the changes of the global situation after the epidemic. Those include acknowledgement of orders in the form of project strategic alliances and cooperation with upstream and downstream manufacturers in the planning, design and construction of mechanical and electrical equipment and pipeline engineering.
The e-commerce market is a highly competitive market. In addition to the existing "EnLight" household appliance brand, the Company will combine the online and physical stores actively to expand the market, develop new brands and diversify our products.
The Company expects to increase the revenue and profit through the operations above. It is the responsibility and purpose of management team to continue to strive for sustainability, and it is also our social responsibility. We hope that all shareholders will continue to support us.
Chairman: Chih Yung Wang
Manager: Yi Shan Lin
Chief Account: Chia Fang Lai
9
Appendix 2
Audit Committee’s Review Report
The Board of Directors has prepared the 2022 Business Report, Deficit Compensation Statement and Financial Statements which were audited by CPA Chih-Long Lin and CPA Wu-Chang Wang of Crowe (TW) CPAs. Those have been reviewed and determined to be correct and accurate by the Audit Committee. According to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Law, we hereby submit this report.
To the 2022 Annual Shareholders’ Meeting
Enlight Corporation
Audit Committee Convenor � Chung-Tao Wang Date: March 24, 2023
10
Appendix 3: 2022 Independent Auditors’ Report and Financial Statements Auditor’s Report
To Enligh Corporation
Opinion
We have audited the consolidated balance sheet of Enlight Corporation. and its subsidiaries as of December 31[st] , 2022 and 2021, and the related 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). Our audit has been completed.
In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the financial position of Enlight Corporation and its subsidiaries as of December 31[st] , 2022 and 2021, and the consolidated financial performance and consolidated cash flows for the years then ended, in accordance with the Securities Issuance Company Financial Reporting Standards, International Financial Reporting Standards issued by the International Accounting Standards Board, interpretations, and related bulletins approved and published by the Financial Supervisory Commission.
Basis for Opinion
We conducted our audit in accordance with the Rules Governing the Attestation Engagements of Certified Public Accountants and the Standards for Auditing. Our responsibility under those standards is further described in the auditor's responsibility section of our report on the consolidated financial statements. The personnel of our firm, who are subject to independence requirements, have complied with the Code of Ethics for Certified Public Accountants and maintained independence with respect to Enlight Corporation and its subsidiaries, and have fulfilled their other responsibilities required by that code. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of Enlight Corporation and its subsidiaries for the year ended December 31[st] , 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. We describe these key audit matters below with respect to the consolidated financial statements of Enlight Corporation and its subsidiaries for the year ended December 31[st] , 2022:
1. Revenue Recognition
For the accounting policy related to revenue recognition, please refer to Note (4)-19 and Note (5)-1(1) of the consolidated financial statements. For the accounting items related to revenue, please refer to Note (6)-21 of the consolidated financial statements.
Explanation of Key Audit Matters:
Sales revenue is a key indicator for investors and management to evaluate the financial or operational performance of Enlight Corporation and its subsidiaries. As the timing and amount of revenue recognition have a significant impact on the financial statements, it is one of the most important matters for the auditor in the audit of the financial statements.
Audit Procedures Performed:
The main audit procedures performed by the auditor, include testing the effectiveness of the design and implementation of internal control over the sales and cash collection cycle, reviewing the recognition of revenue for significant contracts, understanding the product categories of the top ten sales customers, evaluating the reasonableness of sales revenue and accounts receivable turnover days, analyzing any significant changes in customer turnover compared to the previous year and the same period of the previous year, selecting sales transaction samples before and after the shipment cutoff date, verifying relevant documents to evaluate the accuracy of the revenue recognition period, identifying any abnormal revenue vouchers, and understanding any significant returns or exchanges after the period.
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2. Opinions of Accounts Receivable
Regarding the accounting policy for the evaluation of accounts receivable, please refer to Note(4)-7, and related disclosure of accounts receivable please refer to Note(6)-3 for the consolidated financial statements for details.
Explanation of Key Audit Matters:
As of December 31[st] , 2022, the net number of accounts receivable of Enlight Corporation and its subsidiaries was 33,012 thousand NTD (deducted by allowance for doubtful accounts of 465 thousand NTD). The evaluation is based on various external evidence evaluated by management team. As it involves management's judgment, it is one of the most important matters for the auditor in the audit of the financial statements.
Audit Procedures:
The main audit procedures of the auditor include evaluating the estimation of allowance for doubtful accounts based on the hypothesis of default risk and expected loss rate, examining the historical payment records of past years, industry and economic conditions, and concentration of credit risk, etc., to assess the appropriateness of the estimation method and hypothesis for the current period, and evaluate whether the disclosures of relevant items in the financial statements are appropriate.
Other Matters
Enlight Corporation has already prepared individual financial statements for the years 2022 and 2021, which have been audited by the auditor and issued an unqualified audit report. They are available for reference. Responsibilities of Management and Governance Team for Consolidated Financial Statements The responsibility of the management is to prepare consolidated financial statements that are appropriately presented in accordance with the Financial Reporting Standards for Issuers of Securities and the International Financial Reporting Standards, Interpretations and Interpretation Releases approved and issued by the Financial Supervisory Commission, and to maintain necessary internal controls related to the preparation of consolidated financial statements, to ensure that there are no material misstatements due to fraud or errors in the consolidated financial statements.
In preparing the consolidated financial statements, the management team is also responsible for evaluating the ability of Enlight Corporation and its subsidiaries to continue as a going concern, disclosing relevant matters, and using going concern basis of accounting unless the management team intends to liquidate Enlight Corporation and its subsidiaries or to cease operations, or unless there is no other practical alternative.
The governance team of Enlight Corporation and its subsidiaries (including the audit committee) has the responsibility to supervise the financial reporting process.
The Responsibility of the auditor in auditing the consolidated financial statements:
The purpose of the auditor in auditing the consolidated financial statements is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement caused by fraud or error, and to issue an audit report. Reasonable assurance is a high level of assurance, but the audit work performed in accordance with auditing standards cannot guarantee that all material misstatements caused by fraud or error will be detected. Misstatements may be caused by fraud or error. If the individual amount or total amount of a misstatement is reasonably expected to affect the economic decisions made by the users of the consolidated financial statements, it is considered to be important.
During the audit in accordance with auditing standards, the auditor applies professional judgment and professional skepticism. The auditor also performs the following procedures:
1.[Identifying and assessing the risks of material misstatement caused by fraud or error in the consolidated ] financial statements, designing and implementing appropriate responses to the assessed risks, and obtaining sufficient and appropriate audit evidence as a basis for the audit opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or override of internal controls, the risk of material misstatement caused by fraud is higher than that caused by error.
2.[Obtaining the necessary understanding of internal controls relevant to the audit, in order to design ] appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Enlight Corporation and its subsidiaries.
3.[Evaluating the appropriateness of the accounting policies adopted by management team and the ]
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reasonableness of the accounting estimates and related disclosures made.
4.[Based on the audit evidence obtained, making conclusions about the appropriateness of the use of the ] going concern basis of accounting by management and whether there are events or conditions that may cast significant doubt on the ability of Enlight Corporation and its subsidiaries to continue as a going concern. If the auditor believes that there is a significant uncertainty regarding such events or conditions, the auditor shall draw attention to the related disclosures in the audit report or modify the audit opinion if the disclosures are deemed to be inappropriate. The auditor's conclusions are based on the audit evidence obtained as of the date of the audit report. However, future events or conditions may cause Enlight Corporation and its subsidiaries to no longer be able to continue as a going concern.
5.[Evaluate the overall expression, structure, and content of the consolidated financial statements ] (including related notes), and whether the consolidated financial statements are appropriately expressing the relevant transactions and events.
6.[Obtain sufficient and appropriate audit evidence for the financial information of entities within the group ] to express an opinion on the consolidated financial statements. The accountant is responsible for guiding, supervising, and executing the audit engagement, and is responsible for forming the group audit opinion.
The matters that the accountant communicates with the governance team include the planned scope and timing of the audit and significant audit findings (including significant internal control deficiencies identified
during the audit process).
The accountant also provides the governance team with a statement that the personnel subject to independence regulations of the accountant's firm have followed the independence requirements related to professional ethics for accountants, and communicates to the governance team all relationships and other matters (including related safeguards) that could be perceived to affect the accountant's independence.
Based on the matters communicated with the governance team, the accountant determines the key audit matters for the audit of the consolidated financial statements of Enlight Corporation and its subsidiaries for year 2022. The accountant discloses these matters in the audit report, unless the law prohibits the disclosure of specific matters, or in extremely rare cases, the accountant decides not to communicate specific matters in the audit report because the negative impact of such communication can reasonably be expected to outweigh the public interest that would be served.
Crowe (TW) CPAs Accountant � Ling, Chih-Lung
Accountant � Wang, Wu-Chang
Approved-certified No.:Jin-Guan-Certificate No. 10200032833 March 24[th] , 2023
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Enlight Corporation and Subsidiary Company
Consolidated Balance Sheets
Year of 2022 and December 31[st ] of Year 2021
Unit: 1,000 NTD
| Code 1100 1150 1170 1180 1200 1220 130x 1410 1476 11xx 1517 1550 1600 1755 1780 1840 1915 1920 1930 1995 15xx 1xxx |
Assets Current Assets Cash and Cash Equivalent (Note(6)-1) Net Notes Receivable (Note(6)-2) Net Account Receivable (Note(6)-3) Net Account Receivable-Related Parties (Note(6)-3�(7)) Other Receivables Current Income Tax Assets Inventories (Note(6)-4) Prepaid Expenses Other Financial Assets-Current (Note(6)-5) Total Current Assets Non-Current Assets Financial Assets Measured at Fair Value through Other Comprehensive Income-Non-Current (Note(6)-6) Investee Under Equity Method (Note(6)-7) Real Estate�Plant and Equipment (Note(6)-8�(8)) Right-of-Use Assets (Note(6)-9) Intangible Assets (Note(6)-10) Deferred Income Tax Assets (Note(6)-27) Prepaid on Equipment Refundable Deposit Long-Term Notes and Account Payable (Note(6)-11) Other Non-Current Assets-Other Total Non-Current Assets Total Assets |
December 31stof Year 2022 Amount � $ 172,463 20 24 - 32,772 4 216 - 382 - 60 - 14,790 2 1,679 - 108,700 13 331,086 39 24,055 3 - - 302,639 36 31,903 4 792 - 141,486 17 - - 5,891 1 - - 3,886 - 510,652 61 $ 841,738 100 |
December 31stof Year 2021 | December 31stof Year 2021 |
|---|---|---|---|---|
| Amount $ 172,463 24 32,772 216 382 60 14,790 1,679 108,700 331,086 24,055 - 302,639 31,903 792 141,486 - 5,891 - 3,886 510,652 $ 841,738 |
Amount $ 210,472 10,878 83,223 1,619 159 46 26,613 24,516 86,380 443,906 23,995 - 322,427 38,619 1,067 141,631 1,056 5,891 - 6,164 540,850 $ 984,756 |
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| 100 |
(Continued on next page)
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(Continued from previous page)
| Code 2130 2170 2180 2200 2230 2250 2282 2320 2399 21xx 2540 2570 2582 25xx 2xxx 3100 3110 3200 3310 3320 3350 3300 3410 3420 3400 31xx 36xx 3xxx |
Liabilities and Equity Current Liabilities Contractual Liabilities-Current(Note(6)-21) Account Payable Account Payable-Related Parties(Note(7)) Other Payable (Note(6)-12) Current Income Tax Liabilities Provisions for Liabilities-Current (Note(6)-13) Lease Liabilities�Current�Related Parties (Note(6)-9�(7)) Long-Term Liabilities Due Within One Year or One Operating Cycle (Note(6)-14) Other Current Liabilities-Other Total Current Liabilities Non-Current Liabilities Long-Term Borrowing (Note(6)-14) Deferred Income Tax Liabilities(Note(6)-27) Leasing Liabilities�Non-Current�Related Parties (Note(6)-9�(7)) Total Non-Current Liabilities Total Liabilities Equity Equity Attributable to the Owners of the Parent Company Capital (Note(6)-16) Capital-Common Stock Additional Paid-In Capital (Note(6)-17) Retained Earnings (Note(6)-18) Legal Reserve Special Reserve Retained Earnings-Unappropriated Total Retained Earnings Other Equity (Note(6)-19) Foreign Exchange Differences from Translating Financial Statements of Foreign Operations Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Total Other Equity Total Equity Attributable to the Owners of the Parent Company Non-Controlling Interests (Note(6)-20) Total Equity Total Liabilities and Equity |
December 31stof Year 2022 Amount � $ 5 - 2,851 - 137 - 20,518 3 473 - 2,026 - 6,564 1 - - 453 - 33,027 4 - - 568 - 25,694 3 26,262 3 59,289 7 601,956 72 1,611 - 433 - 3,900 - ( 26,544) ( 3) ( 22,211) ( 3) ( 345) - ( 14,979) ( 2) ( 15,324) ( 2) 566,032 67 216,417 26 782,449 93 $ 841,738 100 |
December 31stof Year 2021 | December 31stof Year 2021 |
|---|---|---|---|---|
| Amount $ 5 2,851 137 20,518 473 2,026 6,564 - 453 33,027 - 568 25,694 26,262 59,289 601,956 1,611 433 3,900 ( 26,544) ( 22,211) ( 345) ( 14,979) ( 15,324) 566,032 216,417 782,449 $ 841,738 |
Amount $ 22,752 7,676 360 34,029 11,366 2,646 6,447 6,119 643 92,038 35,079 - 32,258 67,337 159,375 601,956 1,611 433 3,900 ( 4,082) 251 ( 345) ( 15,039) ( 15,384) 588,434 236,947 825,381 $ 984,756 |
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| - | ||||
| - ( 1) |
||||
| ( 1) | ||||
| 60 | ||||
| 24 | ||||
| 84 | ||||
| 100 |
The attached notes are part of this consolidate income statement.
15
Enlight Corporation and Subsidiary Company
Consolidated Statements of Comprehensive Income Year of 2022 and December 31[st ] of Year 2021
| Code 4000 5000 5900 6100 6200 6450 6000 6900 7100 7010 7020 7050 7000 7900 7950 8200 8310 8316 8300 8500 8600 8610 8620 8700 8710 8720 9750 9850 |
Item Operation Income (Note(6)-21) Operation Expenses (Note(6)-4) Gross Profit (Loss) Operating Expenses Promotion Expenses Administration Expenses Expected Credit (Loss) Profit Total Operating Expenses Operating Income (Loss) Non-Operating Income and Expenses Interest Income (Note(6)-22) Other Income (Note(6)-23) Other Profit and Loss (Note(6)-24) Financial Costs (Note(6)-25) Total Non-Operating Income and Expenses Post Tax Net Profit (Net Loss) Income Tax (Expenses) Profit (Note(6)-27) Net Income (Loss) for the Period Other Comprehensive Income for the Period (Note(6)-28) Items Not Reclassified to Profit and Loss Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Other Comprehensive Income for the Period(Net) Total Comprehensive Income for the Period Net Income (Loss) Attributable to: Owners of the Parent Company (Net Income/Loss) Non-Controlling Interests (Net Income/Loss) Total Comprehensive Income Attributable to: Owners of the Parent Company (Comprehensive Income) Non-Controlling Interests (Comprehensive Income) Earnings Per Share (Note(6)-29) Basic Earnings (Loss) Per Share (NTD) Diluted Earnings (Loss) Per Share (NTD) |
Year 2022 Amount � $ 210,073 100 ( 187,972) ( 89) 22,101 11 ( 33,074) ( 16) ( 23,657) ( 11) 2,912 1 ( 53,819) ( 26) ( 31,718) ( 15) 1,252 1 7,089 3 2,902 1 ( 713) - 10,530 5 ( 21,188) ( 10) ( 1,198) ( 1) ( 22,386) ( 11) 60 - 60 - ($ 22,326) ( 11) ($ 22,462) 76 ($ 22,386) ($ 22,402) 76 ($ 22,326) ($ 0.37) ($ 0.37) |
Year 2022 Amount � $ 210,073 100 ( 187,972) ( 89) 22,101 11 ( 33,074) ( 16) ( 23,657) ( 11) 2,912 1 ( 53,819) ( 26) ( 31,718) ( 15) 1,252 1 7,089 3 2,902 1 ( 713) - 10,530 5 ( 21,188) ( 10) ( 1,198) ( 1) ( 22,386) ( 11) 60 - 60 - ($ 22,326) ( 11) ($ 22,462) 76 ($ 22,386) ($ 22,402) 76 ($ 22,326) ($ 0.37) ($ 0.37) |
Unit: 1,000 NTD Year 2021 Amount � $ 376,481 100 ( 281,609) ( 75) 94,872 25 ( 37,824) ( 10) ( 30,764) ( 8) ( 839) - ( 69,427) ( 18) 25,445 7 690 - 6,262 1 ( 1,051) - ( 781) - 5,120 1 30,565 8 ( 12,253) ( 3) 18,312 5 3,528 1 3,528 1 $ 21,840 6 ($ 4,082) 22,394 $ 18,312 ($ 554) 22,394 $ 21,840 ($ 0.07) ($ 0.07) |
|---|---|---|---|---|
| Amount $ 210,073 ( 187,972) 22,101 ( 33,074) ( 23,657) 2,912 ( 53,819) ( 31,718) 1,252 7,089 2,902 ( 713) 10,530 ( 21,188) ( 1,198) ( 22,386) 60 60 ($ 22,326) ($ 22,462) 76 |
� | Amount $ 376,481 ( 281,609) 94,872 ( 37,824) ( 30,764) ( 839) ( 69,427) 25,445 690 6,262 ( 1,051) ( 781) 5,120 30,565 ( 12,253) 18,312 3,528 3,528 $ 21,840 ($ 4,082) 22,394 $ 18,312 ($ 554) 22,394 $ 21,840 ($ 0.07) ($ 0.07) |
||
| 100 ( 89) |
||||
| 11 | ||||
| ( 16) ( 11) 1 |
||||
| ( 26) | ||||
| ( 15) | ||||
| 1 3 1 - |
||||
| 5 | ||||
| ( 10) ( 1) |
||||
| ( 11) | ||||
| - | ||||
| - | ||||
| ( 11) | ||||
| ($ 22,386) ($ 22,402) 76 ($ 22,326) ($ 0.37) ($ 0.37) |
The attached notes are part of this consolidate income statement.
16
Enlight Corporation and Subsidiary Company
Consolidated Statements of Changes in Equity
Year of 2022 and December 31[st ] of Year 2021
Unit: 1,000 NTD
| Item | Equity of Attributable to the Owners of the Parent Company | Equity of Attributable to the Owners of the Parent Company | Equity of Attributable to the Owners of the Parent Company | Equity of Attributable to the Owners of the Parent Company | Total Equity Attributable to the Owners of the Parent Company $ 588,988 - - ( 4,082) 3,528 ( 554) - 588,434 ( 22,462) 60 ( 22,402) - $ 566,032 |
Equity of Non-Controlling Interests $ 234,336 - - 22,394 - 22,394 ( 19,783) 236,947 76 - 76 ( 20,606) $ 216,417 |
Total Equity | ||
|---|---|---|---|---|---|---|---|---|---|
| Additional Paid-In Capital $ 1,611 - - - - - - 1,611 - - - - $ 1,611 |
Retained Earnings | Retained Earnings-Unappr opriated $ 4,333 ( 433) ( 3,900) ( 4,082) - ( 4,082) - ( 4,082) ( 22,462) - ( 22,462) - ($ 26,544) |
Other Equity Item Foreign Exchange Differences from Translating Financial Statements of Foreign Operations Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income ($ 345) ($ 18,567) - - - - - - - 3,528 - 3,528 - - ( 345) ( 15,039) - - - 60 - 60 - - ($ 345) ($ 14,979) |
||||||
| Legal Reserve $ - 433 - - - - - 433 - - - - $ 433 |
Special Reserve $ - - 3,900 - - - - 3,900 - - - - $ 3,900 |
Foreign Exchange Differences from Translating Financial Statements of Foreign Operations ($ 345) - - - - - - ( 345) - - - - ($ 345) |
|||||||
| $ 823,324 - - 18,312 3,528 |
|||||||||
| 21,840 ( 19,783) |
|||||||||
| 825,381 ( 22,386) 60 |
|||||||||
| ( 22,326) ( 20,606) |
|||||||||
| $ 782,449 |
The attached notes are part of this consolidate income statement.
17
Enlight Corporation and Subsidiary Company
Consolidated Statements of Cash Flows
Year of 2022 and December 31[st ] of Year 2021
Unit: 1,000 NTD
| Item Cash Flows from Operating Activities Pre-Tax Net Income (Loss) of Current Period Adjustment Income Statement Items Depreciation Expenses Amortization Expenses Expected Credit Loss (Gain) on Receivables Interest Expenses Interest Income Loss (Gain) on Disposal and Scrapping of Property, Plant and Equipment Other Losses-Litigation or Contingencies Changes in Assets/Liabilities related to Operating Activities Net Changes in Assets related to Operating Activities Increase (Decrease) in Notes Receivables Increase (Decrease) in Account Receivables Increase (Decrease) in Account Receivables-Related Parties Increase (Decrease) in Other Receivables Increase (Decrease) in Other Receivables-Related Parties Increase (Decrease) in Inventory Increase (Decrease) in Prepayments Net Changes in Liabilities related to Operating Activities Increase (Decrease) in Contract Liabilities Increase (Decrease) in Accounts Payables Increase (Decrease) in Accounts Payables-Related Parties Increase (Decrease) in Other Payables Increase (Decrease) in Provision for Liabilities Increase (Decrease) in Unearned Revenue Increase (Decrease) in Other Current Liabilities Cash Inflows (Outflows) Generated from Operations Interest Received Interest Paid Refund (Payment) of Income Tax Net Cash Flows from Operating Activities |
Year 2022 ($ 21,188) 30,141 2,982 ( 2,912) 700 ( 1,252) 5 1,500 13,375 50,835 1,410 - - 11,823 22,837 ( 22,747) ( 4,825) ( 223) ( 13,888) ( 620) ( 16) (174) 67,763 1,030 ( 724) (11,391) 56,678 |
Year 2021 |
|---|---|---|
| $ 30,565 36,349 4,683 839 755 ( 690) ( 108) - ( 2,387) 6,575 6,283 48 21 4,217 ( 15,681) 9,405 ( 7,250) ( 133) 811 148 12 68 |
||
| 74,530 | ||
| 685 ( 758) (9,293) |
||
| 65,164 |
(Continued on next page)
18
(Continued of the previous page)
| Cash Flows from Investing Activities Acquisition of Property, Plant and Equipment Disposal of Property, Plant and Equipment Increase (Decrease) in Deposits for Guarantees Increase (Decrease) in Other Financial Assets Increase (Decrease) in Other Non-Current Assets Increase (Decrease) in Prepayments for Equipment Net Cash Flows from Investing Activities Cash Flows from Financing Activities Increase (Decrease) in Long-Term Borrowings (Including Those Due Within One Year) Repayment of Lease Principal Increase or Decrease in Non-Controlling Interests Net Cash Inflows (Outflows) from Financing Activities Net Increase (Decrease) in Cash and Cash Equivalents for the Period Beginning Cash and Cash Equivalents Balance Ending Cash and Cash Equivalents Balance |
- - - ( 22,320) - (4,116) (26,436) ( 41,198) ( 6,447) (20,606) (68,251) ( 38,009) 210,472 $ 172,463 |
( 119) 159 ( 10) ( 28,600) ( 75) (12,416) |
|---|---|---|
| (41,061) | ||
| ( 6,042) ( 5,176) (19,783) |
||
| (31,001) | ||
| ( 6,898) 217,370 |
||
| $ 210,472 |
The attached notes are part of this consolidate income statement.
19
Auditor’s Report
To Enlight Corporation
Opinion
We have audited the parent company only balance sheet of Enlight Corporation as of December 31[st] , 2022 and 2021, and the parent company only statements of comprehensive income, changes in equity, cash flows for the period for the years then ended, and the notes to the parent company only financial statements (including a summary of significant accounting policies). Our audit has been completed.
In our opinion, the aforementioned parent company only financial statements present fairly, in all material respects, the financial position of Enlight Corporation as of December 31[st] , 2022 and 2021, and the parent company only financial performance, and the parent company only statements of comprehensive income, changes in equity, cash flows for the period of January 1[st] , 2022 and December 31[st] , 2021, in accordance with the Securities Issuance Company Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with the Rules Governing the Attestation Engagements of Certified Public Accountants and the Standards for Auditing. Our responsibility under those standards is further described in the auditor's responsibility section of our report on the parent company only financial statements. The personnel of our firm, who are subject to independence requirements, have complied with the Code of Ethics for Certified Public Accountants and maintained independence with respect to Enlight Corporation and its subsidiaries, and have fulfilled their other responsibilities required by that code. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of Enlight Corporation for the year ended December 31[st] , 2022. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. We describe these key audit matters below with respect to the parent company only financial statements of Enlight Corporation for the year ended December 31[st] , 2022:
1. Revenue Recognition
For the accounting policy related to revenue recognition, please refer to Note (4)-18 and Note (5)-1(1) of the parent company only financial statements. For the accounting items related to revenue, please refer to Note (6)-17 of the parent company only financial statements.
Explanation of Key Audit Matters:
Sales revenue is a key indicator for investors and management to evaluate the financial or operational performance of Enlight Corporation and its subsidiaries.
As the timing and amount of revenue recognition have a significant impact on the financial statements, it is one of the most important matters for the auditor in the audit of the financial statements. Audit Procedure Performed:
The main audit procedures performed by the auditor, include testing the effectiveness of the design and implementation of internal control over the sales and cash collection cycle, reviewing the recognition of revenue for significant contracts, understanding the product categories of the top ten sales customers, evaluating the reasonableness of sales revenue and accounts receivable turnover days, analyzing any significant changes in customer turnover compared to the previous year and the same period of the previous year, selecting sales transaction samples before and after the shipment cutoff date, verifying relevant documents to evaluate the accuracy of the revenue recognition period, identifying any abnormal revenue vouchers, and understanding any significant returns or exchanges after the period.
20
2. Investment Accounted for Using the Equity Method
-
As of December 31[st] , 2022, the investments accounted for using the equity method of Enlight Corporation amounted to 227,060 thousand NTD, which accounted for approximately 38% of the total assets of the parent company only assets and is considered significant to the parent company only financial statements. Since the invested entities may have significant influence and control over the financial statements and are considered subsidiaries in the preparation of the consolidated financial statements, the equity method of accounting is applicable to evaluate these investments. The accounting treatment involves significant judgments from the management level, and therefore, the adoption of the equity method of accounting is a key audit matter as determined by the auditor.
-
The auditor performed the principal audit procedures with regards to the above matter, including understanding the management's basis of accounting, and classification for the equity method investments, inquiring about the status of the comprehensive ownership of the invested entities, verifying the cost allocation of the original investment and subsequent adjustments based on changes in the equity ownership of the invested entities, evaluating the impact of significant matters of the invested entities' financial statements on the parent company only financial statements, and assessing the recognition and measurement of equity method investments in accordance with International Financial Reporting Standards and International Accounting Standards. Verification procedures such as sending confirmation letters and performing on-site inventory checks with the custody personnel of the company were also conducted to verify the existence and ownership of equity method investments recorded in the accounts. The auditor also evaluated the disclosures related to the equity method investments of Enlight Corporation which are disclosed in Note (4)-8, Note (6)-7, and Note (13) of the parent company only financial statements.
Responsibilities of Management and Governance Team for parent company only Financial Statement
The responsibility of the management is to prepare parent company only financial statements that are appropriately presented in accordance with the Financial Reporting Standards for Issuers of Securities and the International Financial Reporting Standards, and to maintain necessary internal controls related to the preparation of parent company only financial statements, to ensure that there are no material misstatements due to fraud or errors in the parent company only financial statements.
In preparing the parent company only financial statements, the management team is also responsible for evaluating the ability of Enlight Corporation and its subsidiaries to continue as a going concern, disclosing relevant matters, and using going concern basis of accounting unless the management team intends to liquidate Enlight Corporation and its subsidiaries or to cease operations, or unless there is no other practical alternative.
The governance team of Enlight Corporation (including the audit committee) has the responsibility to supervise the financial reporting process.
The Responsibility of the auditor in auditing the parent company only financial statements:
The purpose of the auditor in auditing the parent company only financial statements is to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement caused by fraud or error, and to issue an audit report. Reasonable assurance is a high level of assurance, but the audit work performed in accordance with auditing standards cannot guarantee that all material misstatements caused by fraud or error will be detected. Misstatements may be caused by fraud or error. If the individual amount or total amount of a misstatement is reasonably expected to affect the economic decisions made by the users of the parent company only financial statements, it is considered to be important.
During the audit in accordance with auditing standards, the auditor applies professional judgment and professional skepticism. The auditor also performs the following procedures:
-
Identifying and assessing the risks of material misstatement caused by fraud or error in the parent company only financial statements, designing and implementing appropriate responses to the assessed risks, and obtaining sufficient and appropriate audit evidence as a basis for the audit opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or override of internal controls, the risk of material misstatement caused by fraud is higher than that caused by error.
-
Obtaining the necessary understanding of internal controls relevant to the audit, in order to design
21
appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Enlight Corporation.
-
Evaluating the appropriateness of the accounting policies adopted by management team and the reasonableness of the accounting estimates and related disclosures made.
-
Based on the audit evidence obtained, making conclusions about the appropriateness of the use of the going concern basis of accounting by management team and whether there are events or conditions that may cast significant doubt on the ability of Enlight Corporation to continue as a going concern. If the auditor believes that there is a significant uncertainty regarding such events or conditions, the auditor shall draw attention to the related disclosures in the audit report of the parent company only financial report or modify the audit opinion if the disclosures are deemed to be inappropriate. The auditor's conclusions are based on the audit evidence obtained as of the date of the audit report. However, future events or conditions may cause Enlight Corporation to no longer be able to continue as a going concern.
-
Evaluate the overall expression, structure, and content of the parent company only financial statements (including related notes), and whether the parent company only financial statements are appropriately expressing the relevant transactions and events.
-
Obtain sufficient and appropriate audit evidence for the financial information of Enlight Corporation, to express an opinion on the parent company only financial statements. The accountant is responsible for guiding, supervising, and executing the audit engagement, and is responsible for forming the audit opinion of Enlight Corporation.
The matters that the accountant communicates with the governance team include the planned scope and timing of the audit and significant audit findings (including significant internal control deficiencies identified during the audit process).
The accountant also provides the governance team with a statement that the personnel subject to independence regulations of the accountant's firm have followed the independence requirements related to professional ethics for accountants, and communicates to the governance team all relationships and other matters (including related safeguards) that could be perceived to affect the accountant's independence. Based on the matters communicated with the governance team, the accountant determines the key audit matters for the audit of the parent company only financial statements of Enlight Corporation for year 2022. The accountant discloses these matters in the audit report, unless the law prohibits the disclosure of specific matters, or in extremely rare cases, the accountant decides not to communicate specific matters in the audit report because the negative impact of such communication can reasonably be expected to outweigh the public interest that would be served
Crowe (TW) CPAs Accountant � Ling,Chih-Lung
Accountant � Wang,Wu-Chang
Approved-certified No.:Jin-Guan-Certificate No. 10200032833 March 24[th] , 2023
22
Enlight Corporation
Parent Company Only Balance Sheets Year of 2022 and December 31[st ] of Year 2021
| Code | Assets |
December 31stof Year 2022 | December 31stof Year 2022 | Unit: 1,000 NTD December 31stof Year 2021 Amount � $ 78,286 12 10,878 2 3,309 1 1,619 - 138 - 210 - 46 - 22,941 3 23,777 4 51,180 7 192,384 29 23,995 4 248,600 38 1,668 - 38,619 6 140,405 21 5,888 1 - - 6,164 1 465,339 71 $ 657,723 100 |
|---|---|---|---|---|
| Amount | � | Amount | ||
| 1100 1150 1170 1180 1200 1210 1220 130x 1410 1476 11xx 1517 1550 1600 1755 1840 1920 1930 1990 15xx 1xxx |
Current Assets Cash and Cash Equivalent (Note(6)-1) Net Note Receivable (Note(6)-2) Net Account Receivable (Note(6)-3) Account Receivable-Related Parties (Note(6)-3� (7)) Other Receivables Other Receivables-Relate Parties (Note(7)) Income Tax Assets for the Period Inventories (Note(6)-4) Prepaid Expenses (Note(7)) Other Financial Assets-Current (Note(6)-5) Total Current Assets Non-Current Assets Financial Assets Measured at Fair Value through Other Comprehensive Income-Non-Current (Note(6)-6) Investment Accounted for Using the Equity Method (Note(6)-7) Real Estate�Plant and Equipment (Note(6)-8) Right-of-Use Assets (Note(6)-9) Deferred Income Tax Assets (Note(6)-23) Refundable Deposit Long-Term Notes and Account Payable (Note(6)-10) Other Non-Current Assets-Other Total Non-Current Assets Total Assets |
$ 79,042 24 2,139 237 293 210 60 13,713 1,377 73,500 |
13 - 1 - - - - 2 - 12 |
$ 78,286 10,878 3,309 1,619 138 210 46 22,941 23,777 51,180 |
| 170,595 | 28 |
192,384 | ||
| 24,055 227,060 1,456 31,903 139,878 5,888 - 3,859 |
4 38 - 5 23 1 - 1 |
23,995 248,600 1,668 38,619 140,405 5,888 - 6,164 |
||
| 434,099 | 72 |
465,339 | ||
| $ 604,694 | 100 |
$ 657,723 |
(Continued on next page)
23
(Continued from previous page)
| Code | Liabilities and Equity |
December 31stof Year 2022 | December 31stof Year 2022 | December 31stof Year 2021 Amount � $ 22,752 4 3,115 - 360 - 3,769 1 507 - 6,447 1 81 - |
December 31stof Year 2021 Amount � $ 22,752 4 3,115 - 360 - 3,769 1 507 - 6,447 1 81 - |
|---|---|---|---|---|---|
| Amount | � | Amount | |||
| 2130 2170 2180 2200 2250 2282 2300 21xx 2570 2582 25xx 2xxx 3100 3110 3200 3310 3320 3350 3300 3410 3420 3400 3xxx |
Current Liabilities Contractual Liabilities-Current (Note(6)-17) Account Payable Account Payable-Related Parties (Note(7)) Other Payable Provisions for Liabilities-Current (Note(6)-11) Lease Liabilities�Current-Related Parties (Note(6)-9�(7)) Other Current Liabilities Total Current Liabilities Non-Current Liabilities Deferred Income Tax Liabilities (Note(6)-23) Lease Liabilities�Non-Current-Related Parties (Note(6)-9�(7)) Total Non-Current Liabilities Total Liabilities Equity Share Capital(Note(6)-13) Common Share Capital Capital Surplus (Note(6)-14) Retained Earnings (Note(6)-15) Legal Reserve Special Reserve Retained Earnings-Unappropriated Total Retained Earnings Other Equity (Note(6)-16) Foreign Exchange Differences from Translating Financial Statements of Foreign Operations Financial Assets Measured at Fair Value through Other Comprehensive Income Total Other Equity Total Equity Total Liabilities and Equity |
$ 5 267 137 4,944 598 6,564 62 |
- - - 1 - 1 - |
$ 22,752 3,115 360 3,769 507 6,447 81 |
|
| 12,577 | 2 | 37,031 | 6 |
||
| 391 25,694 |
- 4 |
- 32,258 |
- 5 |
||
| 26,085 | 4 | 32,258 | 5 |
||
| 38,662 | 6 | 69,289 | 11 |
||
| 601,956 | 100 | 601,956 | 91 |
||
| 1,611 | - | 1,611 | - |
||
| 433 3,900 ( 26,544) |
- - ( 4) |
433 3,900 ( 4,082) |
- 1 ( 1) |
||
| ( 22,211) | ( 4) | 251 | - |
||
| ( 345) ( 14,979) |
- ( 2) |
( 345) ( 15,039) |
- ( 2) |
||
| ( 15,324) | ( 2) | ( 15,384) | ( 2) |
||
| 566,032 | 94 | 588,434 | 89 |
||
| $ 604,694 | 100 | $ 657,723 | 100 |
The attached notes are part of this parent company only financial report.
24
Enlight Corporation
Parent Company Only Statements of Comprehensive Income
Year of 2022 and December 31[st ] of Year 2021
| Code 4000 5000 5900 6100 6200 6450 6000 6900 7100 7010 7020 7050 7070 7000 7900 7950 8200 8310 8316 8300 8500 9750 9850 |
Item Operation Income (Note(6)-17) Operation Expenses (Note(6)-4) Gross Profit (Loss) Operating Expenses Promotion Expenses Administration Expenses Expected Credit (Loss) Profit Total Operating Expenses Operating Income (Loss) Non-Operating Income and Expenses Interest Income (Note(6)-18) Other Income(Note(6)-19) Other Profit and Loss (Note(6)-20) Financial Costs (Note(6)-22) Equity Accounting for Subsidiaries, Affiliated Companies and Joint Venture’s Income (Loss) Total Non-Operating Income and Expenses Post Tax Net Profit (Net Loss) Income Tax (Expenses) Profit (Note(6)-23) Net Income (Loss) for the Period Other Comprehensive Income (Note(6)-24) Items Not Reclassified to Profit and Loss Equity Instrument Investment Measured at Fair Value through Other Comprehensive Income for Realizing Valuation Gains and Losses Other Comprehensive Income (Net) Total Comprehensive Income for the Period Earnings Per Share (Note(6)-25) Basic Earnings (Loss) Per Share (NTD) Diluted Earnings (Loss) Per Share (NTD) |
Year 2022 Amount � $ 55,537 100 ( 44,951) ( 81) 10,586 19 ( 25,458) ( 46) ( 14,049) ( 25) 2,663 5 ( 36,844) ( 66) ( 26,258) ( 47) 804 1 2,529 5 1,941 3 ( 643) ( 1) 83 - 4,714 8 ( 21,544) ( 39) ( 918) ( 2) ( 22,462) ( 41) 60 - 60 - ($ 22,402) ( 41) ($ 0.37) ($ 0.37) |
Year 2022 Amount � $ 55,537 100 ( 44,951) ( 81) 10,586 19 ( 25,458) ( 46) ( 14,049) ( 25) 2,663 5 ( 36,844) ( 66) ( 26,258) ( 47) 804 1 2,529 5 1,941 3 ( 643) ( 1) 83 - 4,714 8 ( 21,544) ( 39) ( 918) ( 2) ( 22,462) ( 41) 60 - 60 - ($ 22,402) ( 41) ($ 0.37) ($ 0.37) |
Unit: 1,000 NTD Year 2021 Amount � $ 121,735 100 ( 104,253) ( 86) 17,482 14 ( 29,410) ( 24) ( 16,058) ( 13) ( 857) ( 1) ( 46,325) ( 38) ( 28,843) ( 24) 489 - 2,731 2 ( 968) ( 1) ( 216) - 23,498 20 25,534 21 ( 3,309) ( 3) ( 773) ( 1) ( 4,082) ( 4) 3,528 3 3,528 3 ($ 554) ( 1) ($ 0.07) ($ 0.07) |
|---|---|---|---|---|
| Amount | � | Amount $ 121,735 ( 104,253) 17,482 ( 29,410) ( 16,058) ( 857) ( 46,325) ( 28,843) 489 2,731 ( 968) ( 216) 23,498 25,534 ( 3,309) ( 773) ( 4,082) 3,528 3,528 ($ 554) ($ 0.07) ($ 0.07) |
||
| $ 55,537 ( 44,951) |
100 ( 81) |
|||
| 10,586 | 19 | |||
| ( 25,458) ( 14,049) 2,663 |
( 46) ( 25) 5 |
|||
| ( 36,844) | ( 66) | |||
| ( 26,258) | ( 47) | |||
| 804 2,529 1,941 ( 643) 83 |
1 5 3 ( 1) - |
|||
| 4,714 | 8 | |||
| ( 21,544) ( 918) |
( 39) ( 2) |
|||
| ( 22,462) | ( 41) | |||
| 60 | - | |||
| 60 | - | |||
| ($ 22,402) | ( 41) | |||
| ($ 0.37) | ||||
| ($ 0.37) | ||||
The attached notes are part of this parent company only financial report.
25
Enlight Corporation
Parent Company Only Statement of Changes in Equity
Year of 2022 and December 31[st ] of Year 2021
Unit: 1,000 NTD
| Unit: 1,000 NTD | ||||||||
|---|---|---|---|---|---|---|---|---|
| Item | Capital-Common Share |
Capital Surplus | Retained Earnings | Other Equity Items | Total Equity |
|||
| Legal Reserve | Special Reserve | Retained Earnings-Unappropri ated |
Foreign Exchange Differences from Translating Financial Statements of Foreign Operations |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
||||
| Balance as of January 1st, 2021 Appropriation and Distribution of Earnings: Appropriation to Legal Reserve Appropriation to Special Reserve Net Income (Loss) for Year 2021 Other Comprehensive Income (Loss) of Year 2021 Total Comprehensive Income (Loss) of Year 2021 Balance as of December 31st, 2021 Appropriation and Distribution of Earnings: Net Income (Loss) of Year 2022 Other Comprehensive Income (Loss) of Year 2022 Total Comprehensive Income (Loss) of Year 2022 Balance as of December 31st, 2022 |
$ 601,956 - - - - |
$ 1,611 - - - - |
$ - 433 - - - |
$ - - 3,900 - - |
$ 4,333 ( 433) ( 3,900) ( 4,082) - |
($ 345) - - - - |
($ 18,567) - - - 3,528 |
$ 588,988 - - ( 4,082) 3,528 |
- |
- | - | - |
( 4,082) | - | 3,528 | ( 554) |
|
| 601,956 - - |
1,611 - - |
433 - - |
3,900 - - |
( 4,082) ( 22,462) - |
( 345) - - |
( 15,039) - 60 |
588,434 ( 22,462) 60 |
|
- |
- | - | - |
( 22,462) | - | 60 | ( 22,402) |
|
| $ 601,956 | $ 1,611 | $ 433 |
$ 3,900 |
($ 26,544) | ($ 345) | ($ 14,979) | $ 566,032 |
The attached notes are part of this parent company only financial report.
26
Enlight Corporation and Subsidiary Company
Parent Company Only Statements of Cash Flows
Year of 2022 and December 31[st ] of Year 2021
| Item Cash Flows from Operating Activities Pre-Tax Net Income (Loss) of Current Period Adjustment Income Statement Items Depreciation Expenses Amortization Expenses Expected Credit Loss (Gain) on Receivables Interest Expenses Interest Income Share of Losses (Gain) Recognized Under Equity Method for Subsidiaries, Affiliated Companies and Joint Ventures Loss (Gain) on Disposal and Scrapping of Property, Plant and Equipment Other Losses-Litigation or Contingencies Changes in Assets/Liabilities related to Operating Activities Net Changes in Assets related to Operating Activities Increase (Decrease) in Notes Receivables Increase (Decrease) in Account Receivables Increase (Decrease) in Account Receivables-Related Parties Increase (Decrease) in Other Receivables Increase (Decrease) in Inventory Increase (Decrease) in Prepayments Net Changes in Liabilities related to Operating Activities Increase (Decrease) in Contract Liabilities Increase (Decrease) in Accounts Payables Increase (Decrease) in Accounts Payables-Related Parties Increase (Decrease) in Other Payables Increase (Decrease) in Provision for Liabilities Increase (Decrease) in Unearned Revenue Increase (Decrease) in Other Current Liabilities Cash Inflows (Outflows) Generated from Operations Interest Received Dividends Received Interest Paid Refund (Payment) of Income Tax Net Cash Flows from Operating Activities |
Year 2022 ($ 21,544) 7,326 2,653 ( 2,663) 633 ( 804) ( 83) - 1,500 13,375 1,305 1,389 - 9,228 22,400 ( 22,747) ( 2,848) ( 223) ( 325) 91 ( 16) ( 3) 8,644 649 21,623 ( 633) ( 14) 30,269 |
Unit: 1,000 NTD Year 2021 |
|---|---|---|
| ($ 3,309) 5,910 4,254 857 193 ( 489) ( 23,498) ( 33) - ( 2,421) 2,829 9,037 21 4,788 ( 15,439) 9,405 ( 9,859) ( 133) ( 681) ( 3) 12 ( 9) |
||
| ( 18,568) | ||
| 500 20,758 ( 193) 18 |
||
| 2,515 |
(Continued on next page)
27
(Continued from previous page)
| Cash Flows from Investing Activities Acquisition of Property, Plant and Equipment Increase (Decrease) in Deposits for Guarantees Increase (Decrease) in Other Financial Assets Increase (Decrease) in Other Non-Current Assets Increase (Decrease) in Prepayments for Equipment Net Cash Flows from Investing Activities Cash Flows from Financing Activities Repayment of Lease Principal Net Cash Inflows (Outflows) from Financing Activities Net Increase (Decrease) in Cash and Cash Equivalents for the Period Beginning Cash and Cash Equivalents Balance Ending Cash and Cash Equivalents Balance |
- - ( 22,320) - ( 746) ( 23,066) ( 6,447) ( 6,447) 756 78,286 $ 79,042 |
59 ( 10) 800 ( 75) ( 4,938) |
|---|---|---|
| ( 4,164) | ||
| ( 5,176) | ||
| ( 5,176) | ||
| ( 6,825) 85,111 |
||
| $ 78,286 |
The attached notes are part of this parent company only financial report.
28
Appendix 4: Articles of Incorporation
Enlight Corporation Articles of Incorporation
Chapter 1 General rules
Article 1 The Company is incorporated in accordance with the "Company Act", under the name of “ Enlight Corporation”. Article 2 The Company operates the following business:
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1.CA04010 Surface Treatments
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2.CC01040 Lighting Equipment Manufacturing
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3.CC01080 Electronics Components Manufacturing
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4.CC01110 Computer and Peripheral Equipment Manufacturing
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5.CQ01010 Mold and Die Manufacturing
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6.F106010 Wholesale of Hardware
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7.F106030 Wholesale of Molds
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8.F113020 Wholesale of Electrical Appliances
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9.F113050 Wholesale of Computers and Clerical Machinery Equipment
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10.F119010 Wholesale of Electronic Materials
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11.F199990 Other Wholesale Trade
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12.F206010 Retail Sale of Hardware
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13.F206030 Retail Sale of Molds
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14.F213010 Retail Sale of Electrical Appliances
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15.F213030 Retail Sale of Computers and Clerical Machinery Equipment
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16.F219010 Retail Sale of Electronic Materials
17.F299990 Retail Sale of Other Products
- 18.F401010 International Trade
19.F108031 Wholesale of Medical Devices
- 20.F208031 Retail Sale of Medical Apparatus
21.F399040 Retail Sale No Storefront
- 22.F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
23.E601010 Electric Appliance Construction
24.E603090 Lighting Equipments Construction
25.ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
26.CB01010 Mechanical Equipment Manufacturing
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27.CB01990 Other Machinery Manufacturing
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28.CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
29.CE01010 General Instrument Manufacturing
- 30.E599010 Piping Engineering
31.E604010 Machinery Installation
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32.F113010 Wholesale of Machinery
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33.F113990 Wholesale of Other Machinery and Tools
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34.F213080 Retail Sale of Machinery and Tools
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35.F213990 Retail Sale of Other Machinery and Tools
Article 2-1 Guarantees third parties for business needs.
- Article 2-2 The total investment amount of the Company is not subject to the restriction of the Company Act, Article 13.
Article 3 The Company is headquartered in Taoyuan City, Taiwan. If necessary, the Board of Directors may pass a resolution to set up branches in appropriate domestic and overseas locations.
Article 4 deleted.
Chapter 2 Stock shares
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Article 5 The Company has the authorized share capital of NT$4 billion, divided into 400 million shares, at NT$ 10 per share. The Board of Directors is authorized to issue shares in installments as business needed. 50 million share capital, divided into 5 million shares, at NT$ 10 per share are reserved for the subscription of employee stock options.
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Article 5-1 deleted �
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Article 6 Share certificates of the Company shall be issued only if they bear the names of the shareholders, be appropriately serial numbered, be signed by or affixed with the personal seals of three or more Directors of the Company, and be duly signed and authenticated by the responsible authority or a share registry endorsed by the regulatory authority.
The Company is exempted from issuing any physical share certificates for the shares issued for registration with a centralized depositary.
- Article 7 Shareholders shall provide their name or title, domicile or residence, and seal template filled in the seal card to the Company or shareholder services agent for record. The collection of dividends or exercise of all rights in the future shall base on the seal card on file.
29
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Article 8 Upon transfer or pledge of shares, the transferor and transferee shall complete an application for registration of the transfer and affix their personal seals on the application. The application and the associated share certificates, affixed with the personal seals of the transferor and transferee on the back page, together with other documents evidencing the transfer, shall be submitted to the Company for the purpose of registration of the transfer. Before registration, the rights of shares still belong to original holders.
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Article 9 Shareholders shall report loss or damage of stock certificates to the Company based on the Regulations Governing the Administration of Shareholder Services of Public Companies before applying to issue replacement of stock certificates.
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Article 9-1 The Company shall charge for administrative fees and stamp duties for the reissue of stock certificates.
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Article 10 Shareholders shall use their real name. If they are government offices or corporations, they shall use the name of government offices or corporations.
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Article 11 Shareholders shall not transfer sharers 60 days prior to regular shareholders' meeting, 30 days prior to extraordinary shareholders' meeting, or 5 days prior to the distribution base of dividends, bonuses or other benefits.
Chapter 3 Shareholder’s Meeting
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Article 12 There are two types of shareholders’ meeting, the regular and the extraordinary meetings. The Board of Directors shall convene the regular one within 6 months after the end of each fiscal year and the extraordinary ones according to the law if needed.
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Article 13 The notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date and 15 days for the extraordinary one. The date, place, and causes of the shareholders’ meeting shall be indicated in the notice to individual shareholders. The notice given to shareholders who hold less than 1,000 shares may be given in the form of a public announcement.
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Article 14 If a shareholder is unable to attend the shareholder meeting in person, a proxy can be appointed to attend on behalf of such shareholder by completing the Company's proxy form and by specifying the scope of delegated authority. The shares shall have no voting power under any of the following circumstances:
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i. the shares held by the issuing company itself in accordance with the laws;
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ii. the shares of a holding company that are held by its subordinate company, where the total number of voting shares or total shares equity held by the holding company in such a subordinate company represents more than one half of the total number of voting shares or the total shares equity of such a subordinate company;
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iii. the shares of a holding company and its subordinate company that are held by another company, where the total number of the shares or total shares equity of that company held by the holding company and its subordinate company directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such a company.
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Article 15 Except other regulations, a shareholder meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.
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A resolution for the following circumstances shall be adopted by a majority vote at a meeting of shareholders attended by shareholders representing two-thirds or more of the total number of the outstanding shares of the company.
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1.Consolidation or Merger
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2.Dissolution, Liquidation, or Split-up
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If the total number of shares represented by shareholders present at a shareholders’ meeting is not sufficient to meet the criteria specified in the preceding paragraph, the resolution may be adopted by two-thirds of the votes of the shareholders present at a shareholders’ meeting attended by shareholders representing a majority of the total number of the outstanding shares of the company.
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Article 16 The chairman of the board of directors shall internally preside the shareholders' meeting. In case the chairman of the board of directors is on leave or absent, the vice chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also on leave or absent, the chairman of the board of directors shall designate one director or the person outside the board of directors to act on his behalf. In the absence of such a designation, they shall elect among themselves an acting chairman of the shareholders’ meeting.
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Article 17 The minutes of the shareholder’s meeting shall include the meeting date, place, the number of attending shareholders and the votes, the name of the Chairman, the method and items of resolutions, and the signature or seal of the Chairman. The minutes of the shareholder’s meeting with attendance book and proxy letters should be stored within the Company. The distribution of the minutes shall be disseminated to each shareholder within 20 days after the meeting. Distribution of the minutes can be made in the form of announcement.
Chapter 4 Directors
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Article 18 The Company’s Board is with 5 to 7 directors elected by a nomination system from the director candidate list in the shareholder’s meeting for the term of 3-year and eligible for reelection.
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The total shareholding ratio of all directors is processed in accordance with the securities regulatory authorities
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There shall be at least three Independent Directors. Other compliance matters of the independent directors shall be handled in accordance with the securities regulatory authorities.
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Article 18-1 The Company shall take out liability insurance for directors with respect to liabilities resulting from exercising their duties for all Directors
30
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Article 18-2 The Company shall establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act and the audit committee shall be composed of the entire number of independent directors. The Audit Committee shall be responsible for the execution of Company Act, Securities Exchange Act, and other supervisory functions regulated by law.
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Article 19 When the vacancy of directors reaches one-third, the board of directors shall convene an election in an extraordinary meeting of shareholders within 60 days. The term of office shall be limited to complement the original term.
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Article 20 If new directors cannot be elected in time after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.
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Article 21 The directors shall organize the board of directors to elect a chairman and a deputy chairman among directors during a board meeting with more than two thirds of directors present, and with the support of more than half of attending directors. The Chairman serves as the Company’s representative.
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Article 22 The Company’s operating strategy and major matters shall be determined by the board of directors. Besides the first board meeting of each session based on Article 203 of Company Act, the chairman of the board shall preside the meeting. In case the chairman of the board is unable to perform duties due to leave of absence or any reason, the vice chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also unable to perform duties due to leave of absence or any reason, the chairman of the board shall designate one director to act on his behalf. In the absence of such a designation, they shall elect among themselves an acting chairman of the meeting.
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The Company's board meetings shall be convened seven days in advance with a notice to all directors. The board meetings may be convened anytime in case of emergency.
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A notice of the board meeting may be given to the Company’s directors in document, email or via fax.
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Article 23 Except the regulation of Company Act and Article of Incorporation, a directors’ meeting resolution is passed when more than 50% of all directors are present in the meeting, and voted in favor by more than 50% of all directors presented at the meeting.
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If directors who are unable to attend the meeting may seek proxy attendance by another director, and a separate proxy letter shall be issued for the board meeting with the extent of delegated authority specified separately for each agenda item. Each proxy attendant may only represent the presence of one absent director. The directors who present in the online meeting will take as presence in person.
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Article 23-1 The Company’s major resolutions below is passed when more than 50% of all directors are present in the meeting, and voted in favor by more than two thirds of presented directors at the meeting:
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i. Significant changes in the company's business, operation, and major activities.
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ii. The Company or its subsidiaries undertake any M&A, and acquisition or dispose of assets exceeding US$3 million.
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iii. Amendment of the Articles of Incorporation.
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iv. A change in capital, a change in the rights or obligations of common stocks, overseas depositary receipts or any resolution that may dilute the equity of existing shareholders.
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v. Resolutions on the distribution of dividends or other distribution matters, and changes in dividend payment policies.
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vi. Any transaction between the Company and its subsidiaries, shareholders or other related persons that is not necessary for the normal course of business.
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vii. Proposal and revision of the Company's annual budget and business plan.
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viii. The Company or its subsidiaries commit to increasing long-term investments.
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ix. Resolution of liquidation or dissolution of the Company or its subsidiaries.
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x. Increase or decrease in the number of directors of the Company.
-
-
Article 23-2 The Company’s major resolutions below is passed when more than 50% of all directors are present in the meeting, and voted in favor by more than 50% of presented directors at the meeting
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i. The Company and its subsidiaries make any guarantees, indemnifications or loans.
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ii. The Company or its subsidiaries have initiated or involved in any material litigation or settlement for an amount exceeding US$2 million.
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iii. Appointment or change of Company’s CPA.
-
iv. Appointment and dismissal of the general manager and deputy general manager of the Company or its subsidiaries.
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v. For any major contracts for an amount exceeding US$2 million.
-
-
Article 24 The minutes of the board meeting shall include the summary and resolution of the meeting with the signature or seal of the Chairman. The distribution of the minutes shall be disseminated to each director within 20 days after the meeting The minutes of the board meeting with attendance book and proxy letters should be stored within the Company.
Article 25 deleted.
Chapter 5 Managers and Officer
- Article 26 There shall be one general manager in the Company who shall be appointed and dismissed with the resolution in the board meeting when more than 50% of all directors are present, and voted in favor by more than 50% of presented directors. The deputy general managers shall be nominated by the general manager, and their appointment or removal shall be approved by the Board of Directors.
31
Article 27 deleted. Article 28 The directors are entitled to receive compensation regardless of the company's profit or loss at the standard of the industry.
- Article 29 The general manager and deputy general manager of the Company or its subsidiaries as described in Paragraph 23-2-4 shall be appointed and dismissed with the resolution in the board meeting when more than 50% of all directors are present, and voted in favor by more than 50% of presented directors. Other employees or consultants of the Company shall be appointed and dismissed by the general manager.
Chapter 6 Financial Reports
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Article 30 At the end of the fiscal year, the Board of Directors shall prepare the following reports and submit to the regular shareholder's meeting for acceptance:
-
i. Business Report
-
ii. Financial Statements
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iii. Proposal for earning distribution or deficit compensation
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Article 31 The Company's dividends are calculated at a maximum of one cent per annum, but the Company may not use principal as dividend if there is no surplus.
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Article 32 If the Company makes a profit (profit means pre-tax profit before the distribution of employee and director remuneration), the Company shall appropriate not less than 3% of the profit for employee remuneration and not more than 3% for director remuneration. However, if the Company still has accumulated deficit (including the amount of adjustment of unappropriated earnings), the amount of compensation should be reserved in advance. The employee compensation may be paid in stock or cash to employees of the Company's subsidiaries who meet the criteria set by the Board of Directors. The remuneration to directors may be paid in cash only.
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The two items above shall be implemented by resolution of the board of directors and reported to the shareholders' meeting.
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Article 32-1 The Company's net profit after tax shall first make up for the accumulated deficit (including the adjustment of unappropriated earnings) and allocate 10% as legal reserve, except when the accumulated legal reserve has reached the Company's total paid-in capital. The Company may also allocate the special reserve as required by law or by the competent authority. The Board of Directors shall prepare a proposal for the appropriation of the remaining earnings, including the amount of unappropriated earnings (including adjustments to unappropriated earnings) at the beginning of the period, and submit it to the shareholders' meeting for resolution on the distribution of dividends to shareholders.
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Article 32-2 The company's dividends shall be distributed based on the 'balanced dividend policy', depending on the capital situation in the current year, and the stock dividend shall not be higher than 50%, and the rest shall be cash dividends.
Chapter 7 Supplementary Provisions
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Article 33 The internal organization and the detailed procedures relevant to the business operation of the Company shall be separately determined by the Board.
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Article 34 Matters not specifically provided for in these Articles of Incorporation shall be governed by the Company Act and any other relevant laws.
Article 35 The Articles of Incorporation was established on December 3, 1981.
The first amendment was made on December 28, 1981.
The second amendment was made on June 18, 1982.
The third amendment was made on December 20, 1984.
The fourth amendment was made on April 18, 1985.
The fifth amendment was made on March 31, 1986.
The sixth amendment was made on June16, 1986.
The seventh amendment was made on October 25, 1987.
The eighth amendment was made on February 25, 1988.
The ninth amendment was made on August 10, 1988.
The tenth amendment was made on March 18, 1989. The eleventh amendment was made on November 15, 1989.
The twelfth amendment was made on July 1, 1990.
The thirteenth amendment was made on July 5, 1991.
The fourteenth amendment was made on December 5, 1991.
The fifteenth amendment was made on June 8, 1992. The sixteenth amendment was made on June 11, 1994. The seventeenth amendment was made on May 27, 1995. The eighteenth amendment was made on June 14, 1996. The nineteenth amendment was made on April 16, 1997. The twentieth amendment was made on May 11, 1998. The twenty-first amendment was made on June 14, 1999. The twenty-second amendment was made on June 12, 2000. The twenty-third amendment was made on June 20, 2001. The twenty-fourth amendment was made on June 20, 2001.
32
The twenty-fifth amendment was made on June 20, 2001. The twenty-sixth amendment was made on June 25, 2002. The twenty-seventh amendment was made on February 27, 2003. The twenty-eighth amendment was made on May 27, 2004. The twenty-ninth amendment was made on June 14, 2005. The thirtieth amendment was made on June 15, 2006. The thirty-first amendment was made on May 22, 2007. The thirty-second amendment was made on June 13, 2008. The thirty- third amendment was made on June 18, 2010. The thirty-fourth amendment was made on June 24, 2011. The thirty-fifth amendment was made on June 22, 2012. The thirty-sixth amendment was made on June 23, 2014. The thirty-seventh amendment was made on June 27, 2015. The thirty-eighth amendment was made on June 6, 2016. The thirty-ninth amendment was made on June 14, 2017. The fortieth amendment was made on June 26, 2018. The forty-first amendment was made on June 27, 2019.
Effective on the date of submission to the regulation authority for approval, and the same application to amendments
33
Appendix 5: Rules of Procedure for Shareholders Meetings
Enlight Corporation
Rules of Procedure for Shareholders Meetings
Article 1 Legal Basis
The Rules of Procedure for Shareholders Meetings was established according to Company Act, Article of Incorporation, and related regulation.
Article 2 Scope of application
-
i. The Rules of Procedure shall apply to shareholders' meetings and extraordinary shareholders' meetings of shareholders convened in accordance with the law.
-
ii. "Shareholders" in the Rules of Procedure shall be referred to the register of shareholders, which means shareholders themselves, including the shareholders' representatives and proxies. Present shareholders are required to wear a badge of attendance for calculation of their equity in attendance accordingly, which will not be affected by the absence of shareholders.
Article 3 Meeting Time
-
i. The meeting time shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
-
ii. At the time of the meeting, the chairman shall announce to start the meeting and declare the number of shares in the presence and non-voting rights.
-
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. 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.
-
iii. In the event of a lengthy session, the chairman may declare a break in the middle of the session for not exceed 20 minutes. In the event of an unavoidable, the chairman may suspend the meeting temporarily announce the time for resumption of the meeting. 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.
Article 4 Agenda
-
i. If the shareholders meeting is convened by the board of directors, the agenda shall be determined by the board of directors, and the meeting should be conducted in accordance with the scheduled agenda, which cannot be changed without a resolution of the shareholders. If the meeting is convened by a person other than the board of directors who has the right to convene according to the provisions in the preceding paragraph.
-
ii.If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairman of the board. When the chairman is on leave or unable to exercise the powers for any reason, he shall appoint one of the directors to act. Where the chairman does not make such a designation, the directors shall select one person to serve as chair among themselves who is in the position for six months or more and understand the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director. If a shareholders meeting is
convened by a party entitled who shall be the chairman to preside the meeting. When there are two or more such parties, they shall mutually select a chair from among themselves.
-
iii.The Company may assign the appointed attorney, CPA, or responsible personnel to attend the shareholder’s meeting
-
iv.The company shall make continuous and uninterrupted audio or video recordings of the shareholders' registration process, meeting process, and voting counting process from the time of accepting shareholder registration, and shall keep them for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of the "Company Act", the aforesaid documents shall be retained until the end of the litigation.
-
v. The staff responsible for organizing the shareholder’s meeting shall wear identification badges or armbands. The Chairman may direct disciplinary or security personnel to help keep the meeting place in order. The disciplinary or security personnel who help to keep the meeting place in order should wear badges or armbands with “Marshal” affixed..
-
vi. Before the end of the agenda (including temporary motions), the chairman shall not declare to dismiss without any resolution. If the chairman violates the rules of procedure and announces the adjournment of the meeting, other members of the board of directors shall promptly assist the present shareholders to elect a chairman in accordance with legal procedures with the consent of more than half of the voting rights of the present shareholders, and continue the meeting.
Article 5 Shareholder’s Proposal
-
i. Shareholders holding one percent or more of the total number of outstanding shares may propose to the Company for discussion at the shareholder’s meeting. Only one proposal shall be included in the agenda. Proposal shall not be included in the agenda under any of the following circumstances of Article172-1, Paragraph 4 of Company Act. Only one proposal under the circumstances of Article172-1, Paragraph 1 of Company Act. to promote public interests or fulfill its social responsibilities shall be included in the agenda.
-
Prior to the book closure date before a regular shareholders meeting is held, the Company shall announce its acceptance of shareholder proposals, 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, the Company shall inform the shareholders who submitted proposals, and put the result in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting, the board of directors shall explain for any shareholder proposals not included in the agenda.
-
ii. ii. In addition to the motions listed on the agenda, shareholders may propose motions during the extempore motions. Any other motions, amendments or substitutions to the original motions proposed by shareholders shall be stated with reasons and other necessary matters, and shall be seconded by other shareholders. If the motion should be specified in the meeting notice according to law, it cannot be proposed as an extempore motion.
Article 6 Regulation of Shareholders’ Speech
-
i. An attending shareholder must specify on a speaker's slip the subject of the speech, shareholder’s account number (or attendance card number), and account name before its speech. The order in which shareholders’ speech will be set by the chairman.
-
ii. 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.
-
iii. If a shareholder's speech violates the regulations or exceeds the scope of the topic, the chairman may stop his speech. If a shareholder violates the rules of procedure and refuses to obey the chairman's correction, and obstructs the progress of the meeting, the chairman may ask him to leave the meeting.
-
iv. When the chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, he may announce the discussion closed and call for a vote.
-
v. Any corporation designated as proxy by a shareholder to be present at the meeting may appoint only one representative to attend the meeting. If corporation shareholders designate
35
two or more representatives to attend the meeting, only one representative may speak for each discussion item.
- vi. After attending shareholders’ speeches, the chairman may reply in person or by designated personnel.
Article 7 Proposal Voting
-
i. The scrutiny and counting personnel for voting on proposals shall be designated by the chairman, but the scrutiny personnel shall be the shareholder.
-
ii. The voting on the proposal shall be passed with the consent of more than half of the voting rights of the present shareholders, except other regulations of the Company Act and Articles of Incorporation. When voting, the chairman or his designated person shall announce the total number of voting rights of the present shareholders, and the shareholders shall vote case-bycase.
-
iii.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.
Article 8 Meeting Minutes
-
Minutes of the resolutions of the shareholders' meeting shall be prepared and signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. Distribution of meeting minutes may be done electronically.
-
For the distribution in the preceding paragraph, the Company may announce it on Market Observation Post System.
-
The minutes of the meeting shall be recorded in accordance with the year, month, date, venue, name of the chairman, resolution method, essentials of the proceedings and the results (including the weight). When electing directors, the number of votes each candidate receives shall be disclosed and kept permanently during the period of existence of the company.
.
Article 9 Implementation, Revision and Abolishment
This method is implemented according to the resolution in the shareholders' meeting, and when it is revised, the same.
Rules of Procedure for Shareholders Meetings was established on July 5 1991.
The amendment was made on May 21 1998, June 25, 2002, June 27, 2003, June 23, 2014, and July 27, 2021.
36
Appendix 6: Director Election Regulations
Enlight Corporation Director Election Regulations
Article 1:
The Company’s directors shall be elected in shareholders’ meeting.
Article 2:
The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 2-1:
The Company’s directors shall be elected from the director candidate list by shareholders.
Article 3:
Before the election begins, the chair shall appoint a number of present shareholders to perform the respective duties of scrutineers and other poll workers.
Article 4:
According to the number of directors stipulated in the Articles of Incorporation, the voting rights of independent directors and directors are calculated separately. Those with the most electoral votes represented by the obtained electoral votes shall be elected in turn. If two or more people have the same number of rights and exceed the prescribed quota, those who have the same number of rights will draw lots to decide, and the chairman will draw lots for those who are not present.
Article 5:
The board of directors shall prepare ballots equal to the number of directors to be elected with their voting weights, and distribute to present shareholders. The voter's signature can be replaced by the attendance card number printed on the ballot.
Article 6:
If the candidates are shareholders, the electors must fill in the candidate's account name and shareholder account number in the candidate column on the ballot. If they are not shareholders, the elector should fill in the name of the candidate and the ID number. However, if the government or corporation shareholder is the candidate, the name of the government, corporation or representative should be filled in the name column on the ballot. If there are several representatives, the names of the representatives should be added separately.
[37]
Article 7:
The ballot is invalid under any of the following circumstances:
-
i. Those who do not use ballots prepared by the Company
-
ii. Those who do not put ballots into the ballot box or put blank ballots.
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iii.In addition to filling in the name of the candidate, shareholder account number, ID number, or the number of voting rights allocated, other words are inserted.
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iv. The writing is unclear and indecipherable or has been altered.
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v. If the person to be elected is a shareholder, the account name and shareholder account number do not match the list of shareholders. If the person to be elected is not a shareholder, the name and identity document number are inconsistent after verification.
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vi. The name of the candidate is the same as that of other shareholders, but no shareholder account number or ID number can be identified.
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vii. Any filled item has been altered such as candidate’s name, shareholder account, or ID number.
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viii.More than two candidates are listed on the same ballot.
Article 8:
If there is any doubt about the ballot, ask the scrutineers to check whether the ballot is invalid or not, and the invalid ballot will be placed separately. The voting rights of invalid ballot shall be calculated on site immediately after the end of the poll, and the scrutineers shall mark invalid on them with their signature and seal. The results of voting shall be announced by the chair on the site after calculation under scrutineers’ surveillance.
Article 9:
Matters not in these measures shall be handled in accordance with the Article of Incorporation, Company Act and relevant laws and regulations.
Article 10: Implementation, Revision and Abolishment
This method is implemented according to the resolution in the shareholders' meeting, and when it is revised, the same.
Director Election Regulation was established on July 5 1991. The first amendment was made on June 14 1999. The second amendment was made on June 25 2002. The third amendment was made on June 15 2006. The fourth amendment was made on June 13 2008. The fifth amendment was made on June 23 2014. The sixth amendment was made on June 26 2018.
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Appendix 7: Shareholdings of directors
Shareholdings of directors:
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(1) According to Article 26 of the Securities Exchange Law and the regulations on the shareholding ratio and inspection implementation rules of directors and supervisors of public companies, the current statutory shareholding requirements for the directors of the company are as follows:
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The total number of issued shares 60,195,641shares The statutory percentage of all directors’ shares 10.0000 � The statutory shares of all directors’ 6,019,564 shares
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(2) As of the closing date of 2023 general shareholders' meeting, April 28, 2023, details of each director’s holding shares:
| Title | Name | Date elected | Term |
Number of shares held when elected |
Shares held as of the closing date |
|---|---|---|---|---|---|
| Chairman | Chih Yung Wang |
2021.07.27 | 3 years | 19,000,567 | 12,375,567 |
| Director | JADE SKY CO.,LTD. |
2021.07.27 | 3 years | 4,689,931 | 3,689,931 |
| Director | Chia Ho Tsai | 2021.07.27 | 3years | 108,190 | 108,190 |
| Director | Yu Sen Ting | 2021.07.27 | 3years | 0 | 0 |
| Independent Director |
Hsiu an Lee | 2021.07.27 | 3 years | 6,322 | 6,322 |
| Independent Director |
Yu Chi Chang | 2021.07.27 | 3 years | 0 | 0 |
| Independent Director |
Chung Tao Wang |
2021.07.27 | 3 years | 0 | 0 |
| Total | 23,805,010 | 16,180,010 |
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2023 Annual Shareholders´Meeting Meeting Agenda (Translation)
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ENLIGHT COMPANY LIMITED www.enlightcorp.com.tw