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FCC AGM Information 2021

Aug 31, 2021

51941_rns_2021-08-31_a941bc1d-8ade-4b45-9633-6605e6274502.pdf

AGM Information

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Stock code: 2009

First Copper Technology Co., Ltd. 2021 Annual General Meeting of Shareholders Meeting Agenda

Meeting Time: June 24, 2021 Meeting Venue: No. 479, Yanhai 1st Road, Xiaogang District, Kaohsiung City

Table of Contents

Meeting Agenda ........................................................................ (1) Status Reports ........................................................................... (2) Approval Items ......................................................................... (2) Discussion and Election Items .................................................. (4) Extraordinary Motions .............................................................. (6) Appendices: The Articles of Incorporation of the Company.. (23) Rules for Election of Directors of the Company (31)

Rules of Procedure for Shareholders’ Meetings of the Company ..................................................... (33)

Shareholdings of Directors of the Company ..... (36)

First Copper Technology Co., Ltd.

2021 Annual General Shareholders’ Meeting Agenda

Time: June 24, 2021, 9:30 AM

Venue: No. 479, Yanhai 1st Road, Xiaogang District, Kaohsiung City

  • One. Call the Meeting to Order

  • Two. Chairman’s Remarks

  • Three. Status Reports

  • (I) 2020 Business Report.

  • (II) Audit Committee’s review report for 2020 audited financial statements

  • (III) Report on the distributable compensation for employees and directors in 2020

  • Four. Approval Items

  • (I) Recognition of the Company's 2020 business report and financial statements.

  • (II) Recognition of the statement for distribution of earnings for 2020.

Five. Discussion and Election Items

  • (I) Amendment to the Company's "Measures for Election of Directors", the proposal for which is submit for discussion.

  • (II) Re-election of directors (including independent directors).

  • (III) Lifting of the non-competition restriction on the Company's new directors or their representatives, the proposal for which is submit for discussion.

Six. Extraordinary Motions

Seven. Adjournment

1

Three. Status Reports

  • I. 2020 Business Report. (Please refer to Page 7)

  • II. Audit Committee’s review report for 2020 audited financial statements (Please refer to Page 8)

  • III.Report on distributable compensation for employees and directors in 2020

The Company's profit before tax in the year of 2020 after deducting the remuneration of employees and directors was NT$83,977,861. Per the resolution of the Compensation Committee and the board meeting, 3% of the total amount or NT$2,519,336 was to be allocated as the remuneration of employees and 0.5% of the total amount or NT$419,889 as the remuneration of directors in accordance with Article 39 of the Articles of Association. Both the remuneration of employees and directors are to be paid in cash.

Four. Approval Items Proposal 1 Proposed by the Board of the Company Proposal: Recognition of the Company's 2020 business report and financial statements.

Explanation:

  • (I) The individual financial statements for the year of 2020 have been audited by CPAs Yang Po-Jen and Hsu Zhen-Lung of KPMG; the audit report together with the business report were sent to the Audit Committee for review, and a review report has been issued accordingly.

  • (II) The Company's 2020 annual business report (please refer to page 7), the Audit Committee's review report (please refer to page 8), the accountants’ independent audit report and individual financial statements (please refer to pages 9 to 15; full financial statements can be found at the following website of the MOPS: http://mops.twse.com.tw/mops/web/index).

2

(III)Submitted for acknowledgment. Resolution:

Proposal 2 Proposed by the Board of the Company Proposal: Recognition of the statement for distribution of earnings for 2020.

Explanation:

  • (I) The Company's 2020 after tax net profit was NT$79,209,636. After making up the accumulated loss and adding the changes of the defined welfare plan in the current period, and reversing the special reserve, the distributable earnings of the current period was NT$287,697,732. The cash dividend to be distributed to shareholders is NT$0.8 per share, for a total of NT$287,697,732, and the undistributed earnings at the end of the distribution period will be 0.

  • (II) 2020 Earnings Distribution Table of the Company (please refer to page 16). After this earnings distribution proposal is submitted to the shareholders’ meeting for approval, the Chairman of the Board of Directors shall be authorized to determine relevant matters such as the base date and payment date of the cash dividends.

(III) Submitted for acknowledgment.

Resolution:

3

V. Discussion and Election Items

Proposal 1 Proposed by the Board of the Company Proposal: Amendment to the Company's " Rules for Election of Directors", the proposal for which is submit for discussion.

Explanation:

  • (I) In order to adopt the candidate nomination system for the election of directors and meet the needs of practical operation, some articles of the Company's " Rules for Election of Directors", are to be amended.

  • (II) For the revised articles, please refer to the "Comparison Table of Revised Articles of the Rules for Election of Directors" on page 17, and the revised " Rules for Election of Directors of the Company" in the appendix.

Resolution:

Proposal 2 Proposed by the Board of the Company Proposal: Re-election of directors (including independent directors).

Explanation:

  • (I) The term of office of the current directors of the Company (including independent directors) will expire on June 27 this year. It is proposed to conduct a comprehensive re-election in accordance with the law at the general shareholders’ meeting this year.

  • (II) According to the Articles of Association of the Company and the resolution of the board meeting on March 22, 2021, 7 directors (including 3 independent directors) are proposed to be elected in this election. The new directors

4

will take office after the general shareholders’ meeting. The current directors will be dismissed after the re-election, and the term of office of the new directors is three years, from June 24, 2021 to June 23, 2024

  • (III) The candidate nomination system is adopted for the election of the Company's directors (including independent directors), and the directors are selected by the shareholders’ meeting from the list of candidates. The list of candidates for directors has been reviewed and approved by the board meeting of the Company on May 10, 2021; please refer to pages 19 and 21.

  • (IV) Please proceed with the voting.(please refer to the election rules on page 31)

Election results:

5

Proposal 3 Proposed by the Board of the Company Proposal: Lifting of the non-competition restriction on the Company's new directors or their representatives, the proposal for which is submit for discussion. Explanation:

  • (I) According to Article 209 of the Company Act, if a director acts for himself or others within the business scope of the Company, he shall explain the important contents of his act to the shareholders' meeting and obtain its permission.

  • (II) To be in line with the Company's expansion of business scope and diversified development, and to obtain the assistance from the expertise and experience of the directors of the Company, if the new directors or their representatives elected at the general shareholders’ meeting have any noncompetition act as stipulated in Article 209 of the Company Act, it is proposed to obtain the approval of the shareholders' meeting to lift the non-competition restriction on the new directors or their representatives without prejudice to the interests of the Company.

Resolution:

Six. Extemporary Motions:

Seven. Adjournment

6

First Copper Technology Co., Ltd. 2020 Business Report

I. 2020 Business Report:

The Company's main business in the year of 2020 was the manufacturing of various alloy copper sheets for domestic and export sales. The annual operating income was NT$2,260,596 thousand, the operating cost was NT$2,281,757 thousand, the operating expense was NT$54,742 thousand, the net operating loss was NT$75,903 thousand, the non-operating income was NT$156,942 thousand, the net profit before tax was NT$81,039 thousand, the income tax expense was NT$1,829 thousand, and the net profit after tax was NT$79,210 thousand.Other comprehensive benefits in the current period was NT$791,938 thousand, and the total amount of comprehensive benefits in the current period was NT$871,148 thousand.

II. 2021 Summary business plan report:

  • (I) Adjust the product structure and increase the proportion of the main products which are semiconductor materials and tinplate materials for automobile.

  • (II) Promote the copper alloy materials used in 5G related products.

  • (III) Promote lithium battery packs for power tools and battery jumper material.

  • (IV) Continue to develop and supply new models of copper alloy secondary-processing stamping products.

  • (V) Research and develop self-made melt-casting high-conductivity pure copper ingot and high performance alloy.

Chairman:

Manager:

Accounting Supervisor:

7

Audit Committee’s Review Report

The Board of Directors has prepared the Company's business report, individual financial statements and earnings distribution proposal for the year of 2020, where the individual financial statements have been audited by CPAs Yang Po-Jen and Hsu Zhen-Lung of KPMG, and have issued an audit report has been issued accordingly.

The above-mentioned business report, individual financial statements and earnings distribution proposal have been reviewed by the Audit Committee members and found to have no inconsistencies. These reports are to be submitted in accordance with the relevant provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law.

Sincerely

2021 Annual General Meeting of Shareholders of the Company

First Copper Technology Co., Ltd.

Convener of the Audit Committee: Hu Lee-Ren

March 22, 2021

8

Independent Auditors’ Report

To the Board of Directors FIRST COPPER TECHNOLOGY CO., LTD.

Opinion

We have audited the financial statements of FIRST COPPER TECHNOLOGY CO., LTD. (“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the financial report as follows:

Valuation of inventory

Please refer to Note 4(g) for significant accounting policies on inventories and Note 5 for significant accounting assumptions and judgment, and major sources of estimation uncertainty. Information regarding the inventory is shown in Note 6(f) of the financial statements.

Description of key audit matter:

The Company's inventories are copper products which are measured at the lower of cost and net realizable value. Since the selling price is affected by copper price which fluctuates wildly in recent years, the valuation of inventory is one of the key areas our audit focused on.

9

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures include assessing the reasonableness of inventory valuation and obsolescence, and evaluating the assumptions made by the management; corroborating, on a sample basis, by testing the accuracy of inventory aging, examining their net realizable value to the recent sales records and making an analysis on the trend of international copper price fluctuations.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

AuditorsResponsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

10

  1. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for

our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation

precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Po Jen, Yang and Cheng Lung, Hsu.

KPMG Taipei, Taiwan (Republic of China) March 22, 2021

Notes to Readers

The accompanying financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and financial statements, the Chinese version shall prevail.

11

4

(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY CO., LTD. Balance Sheets December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Current financial assets at fair value through profit or loss (note 6(b))
1150
Notes receivable (note 6(d))
1172
Accounts receivable (note 6(d))
1180
Accounts receivable from related parties (notes 6(d) and 7)
1200
Other receivables (notes 6(d) and (e))
130X
Inventories (note 6(f))
1470
Other current assets (note 6(j))
Total current assets
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive
income(note 6(c))
1550
Investments accounted for using equity method (note 6(g))
1600
Property, plant and equipment (note 6(h))
1760
Investment property, net (notes 6(i) and (n))
1840
Deferred tax assets (note 6(p))
1915
Prepayments for equipment
1920
Refundable deposits (note 6(e))
1975
Net defined benefit asset, non-current (note 6(o))
Total non-current assets
Total assets
December 31, 2020
Amount
%
$ 77,189
1
220,944
4
2,246
-
174,500
3
471
-
8,029
-
1,298,992
22
72,409
1
December 31, 2019
Amount
%

374,733
7

211,000
4
2,330
-

152,058
3
100
-
9,622
-

1,231,771
24
8,517
-
1,990,131
38

2,078,483
39
97
-

871,860
16

232,111
4

55,004
1
67,960
2
6
-
-
-

3,305,521
62
5,295,652
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(k))
2110
Short-term notes and bills payable (note 6(l))
2150
Notes payable (note 6(o))
2170
Accounts payable
2180
Accounts payable to related parties (note 7)
2200
Other payables (note 6(o))
2300
Other current liabilities (notes 6(m) and (s))
Total current liabilities
Non-Current liabilities:
2570
Deferred tax liabilities (note 6(p))
2640
Net defined benefit liability, non-current (note 6(o))
Total non-current liabilities
Total liabilities
Equity (note 6(q)):
3110
Ordinary share
3300
Retained earnings:
3320
Special reserve
3350
Deficit yet to be compensated

3400
Other equity interest
Total equity
Total liabilities and equity
December 31, 2020 December 31,
Amount % Amount


1,223,804
20
1,345,106
26

1,854,780
31


265,888
4
265,313
5
-
-
7,662
-

2,858,271
47
98
-
1,027,148
17
228,840
4
52,008
1
12,788
-
7
-
4,471
-

265,888
4
272,975
5


1,489,692
24
1,618,081
31


3,596,222
60
3,596,222
68


652,495
11
652,495
12
(101,952)
(2)
(188,132)
(4)




550,543
9
464,363
8

4,183,631
69


401,954
7
(383,014)
(7)



4,548,719
76
3,677,571
69
$
6,038,411
100


$
6,038,411
100
5,295,652
100

See accompanying notes to financial statements.

12

(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY CO., LTD. Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings per share)

4100
Operating revenues (notes 6(s) and 7)
5000
Operating costs (notes 6(f), (o), (t),7 and 12)
5900
Gross loss
6000
Operating expenses (notes 6(o), (t), 7 and 12)
6900
Operating loss
7000
Non-operating income and expenses (notes 6(n) and (u)):
7100
Interest income
7010
Other income
7020
Other gains and losses, net
7050
Finance costs
7060
Share of profit of associates and joint ventures accounted for using equity method, net (note 6(g))
7900
Profit (loss) before income tax
7950
Less: Income tax expenses (benefit) (note 6(p))
8200
Profit (loss)
8300
Other comprehensive income (loss):
8310
Item that may not be reclassified subsequently to profit or loss
8311
Remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income (note 6(q))
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss (note 6(p))
8300
Other comprehensive income (after tax)
8500
Comprehensive income
Earnings per share (note 6(r)):
9750
Basic earnings per share (in New Taiwan Dollars)
9850
Diluted earnings per share (in New Taiwan Dollars)
2020 %
100
101
2019 %
100
104
Amount
$ 2,260,596
2,281,757
Amount
2,544,943
2,636,550

(21,161)
54,742
(1)
2

(91,607)
53,538
(4)
2

(75,903)
(3)
(145,145)
(6)


32
158,298
6,382
(7,771)
1


-
7

-

-
-

74
18,608
34,770
(8,123)
4

-
1
1
-
-
156,942
7 45,333 2

81,039
1,829

4
-

(99,812)
(470)
(4)
-

79,210
4
(99,342)
(4)

8,712
784,968
1,742

-

35
-

(4,915)
155,771
-

-
6
-

791,938
35 150,856 6

791,938
35
150,856
6

$
871,148
39
51,514
2

$
0.22 (0.28)
$ 0.22
(0.28)

See accompanying notes to financial statements.

13

(English Translation of Financial Statements Originally Issued in Chinese) FIRST COPPER TECHNOLOGY CO., LTD. Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2019
Loss for the year ended December 31,2019
Other comprehensive income for the year ended December 31,2019
Total comprehensive income for the year ended December 31,2019
Balance at December 31, 2019
Profit for the year ended December 31,2020
Other comprehensive income for the year ended December 31,2020
Total comprehensive income for the year ended December 31,2020
Balance at December 31, 2020
Ordinaryshares Retained earnings
Special reserve
Deficit yet to be
compensated

See accompanying notes to financial statements.

14

(English Translation of Financial Statements Originally Issued in Chinese)

FIRST COPPER TECHNOLOGY CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Profit (loss) before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Net loss on financial assets at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of associates and joint ventures accounted for using equity method
Loss (gain) on disposal of property, plant and equipment
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Net changes in operating assets:
Decrease in notes receivable
Decrease (increase) in accounts receivable
Increase in accounts receivable from related parties
Decrease (increase) in other receivables
Decrease (increase) in inventories
Decrease (increase) in other current assets
Net changes in operating assets
Net changes in operating liabilities:
Decrease in notes payable
Increase (decrease) in accounts payable
Increase in accounts payable to related parties
Increase (decrease) in other payable
Increase (decrease) in other current liabilities
Decrease in net defined benefit liability
Net changes in operating liabilities
Net changes in operating assets and liabilities
Total adjustments
Cash inflow (outflow) generated from operations
Interest received
Dividends received
Interest paid
Net cash flows from operating activities
Cash flows used in investing activities:
Proceeds from capital reduction of equity instrument at fair value through other comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase (decrease) in refundable deposits
Increase in prepayments for equipment
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings
Increase in short-term notes and bills payable
Increase (decrease) in guarantee deposits received
Net cash flows from (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2020
$
81,039
2019

(99,812)

62,513

(42,054)

8,123

(74)

(5,011)

(4)

24

23,517

3,709

67,567

(100)

(208)

125,901

7,969

204,838

(687)

(41,589)

717

(1,723)

(6,198)

(14,756)

(64,236)

140,602

164,119

64,307

74

5,011

(2,700)

66,692

-

(67,639)

-

-
(64,580)

(132,219)

51,506

94,486

810

146,802

81,275

293,458

374,733
64,851
(9,944)
7,771
(32)
(143,653)
(1)
(394)
(81,402)
84
(22,442)
(371)
1,597
(67,221)
(63,892)
(152,245)
(207)
8,806
5,537
5,603
9,582
(3,421)
25,900
(126,345)
(207,747)
(126,708)
28
143,653
(2,338)
14,635
5,180
(161,496)
394
(1)
-
(155,923)
(249,658)
94,482
(1,080)
(156,256)
(297,544)
374,733
$
77,189

See accompanying notes to financial statements.

15

First Copper Technology Co., Ltd. Earnings Distribution Table

2020

2020
Unit: NTD
Deficit to be compensated at the beginning of the period (188,131,992)
Add (Less):
Changes in the current period to
re-measurement of defined benefit plan 6,970,357
2020 after-tax net profit 79,209,636
Reversals ofspecial reserve 389,649,731
Distributable surplus earnings 287,697,732
Less:
Distribution item:
Shareholder cash dividends (287,697,732)
(359,622,165 sharesxNTD0.8)
Undistributed surplus earnings, end of period 0

Note: When cash dividends are paid to individual shareholders, if the remainder is less than one NT dollar, it shall be rounded off to the nearest NT dollar. Accordingly, the resulting difference will be adjusted according to the shareholder account number from front to back to match the total distribution amount in the earnings distribution table.

Chairman: Manager: Accounting Supervisor:

16

Comparison Table of Amended Articles of the " Rules for Election of Directors" of First Copper Technology Co., Ltd.

Article Original article Article after amendment Reason for
amendment
Article 2 In the election of directors of the
Company (including independent
directors), each share has the same
voting rights as the number of persons
to be elected. One person may be
elected collectively, or votes may be
distributed among a number of people.
Independent directors and non-
independent directors are to be elected
together, and the number of elected
positions shall be calculated separately.
In the election of directors of the
Company (including independent
directors), each share has the same
voting rights as the number of persons
to be elected. One person may be
elected collectively, or votes may be
distributed among a number of people.
Independent directors and non-
independent directors are to be elected
together, and the number of elected
positions shall be calculated separately.
In accordance with the Articles of
Association of the Company, the
candidate nomination system is adopted
for the election of directors, and the
directors are selected by the
shareholders from the list of candidates.
The
amendments
are made in
line with the
announcemen
t of the
Financial
Supervisory
Commission
concerning
the
comprehensiv
e adoption of
the candidate
nomination
system for the
election of
directors.
Article 6 If a selected candidate is a shareholder,
the voting individual must fill in the
name of the selected candidate in the
"selected candidate" column of the
ballot as well as shareholder account
number. If not a shareholder, the name
of the selected candidate must be filled
in as well as his or her ID number.
However, when an institutional
shareholder is a selected candidate, the
selected candidate account of the ballot
should be filled in with the name of the
institutional shareholder, and the name
of the institutional shareholder and its
representative may also be filled in. If
there are several representatives, the
names of the representatives should be
added separately.
The elector shall fill in the relevant
information according to the list of
candidates in the procedure handbook of

the shareholders'meeting, and only one
candidate shall be filled on each ballot.
If a selected candidate is a shareholder,
the voting individual must fill in the
name of the selected candidate in the
"selected candidate" column of the
ballot as well as shareholder account
number. If not a shareholder, the name
of the selected candidate must be filled
in as well as his or her ID number.
However, when an institutional
shareholder is a selected candidate, the
selected candidate account of the ballot
should be filled in with the name of the
institutional shareholder, and the name

17

Article Original article Original article Article after amendment Reason for
amendment
of the institutional shareholder and its
representative may also be filled in. If
there are several representatives, the
names of the representatives should be
added separately.
Article 7 A ballot will be considered invalid
under one the following circumstances:
(I) Usage of ballots other than those
prepared by the Company.
(II) Where blank ballots are placed in
the ballot box.
(III) Where handwriting is illegible or
has been altered.
(IV) Where a selected candidateis a
shareholder and his or her account
number does not match the
shareholder register; or where a
selected candidate is not a
shareholder of the company and his
or her name and ID card number
do not match.
(V) (VI)omitted

A ballot will be considered invalid
under one the following circumstances:
(I) Usage of ballots other than those
prepared by the Company.
(II) Where blank ballots are placed in
the ballot box.
(III) Where handwriting is illegible or
has been altered.
(IV) The candidate filled inis not a
nominated candidate or is
inconsistent with the relevant
information
of the nominated
candidate.
(V) (VI)omitted

or her name and ID card number
do not match.
(VI)omitted

18

First Copper Technology Co., Ltd. List of candidates for directors (including independent directors)

Category Account
number or
identity
document
number
Account name or
name
Major academic degree and work
experience
Current position Number of shares
held (Percentage
of shareholding)
Director 000024 Hua Eng Wire &
Cable Co., Ltd.
Representative:
Liu Chung-Jen
Education:
Business management, Columbia College,
USA
Work experience:
Same as currentposition.
Chairman of Hua Eng Wire & Cable Co.,
Ltd.
Chairman of First Copper Technology
Co., Ltd.
Chairman, Hua Ho Engineering Co., Ltd.
Chairman,Taiwan Times Co.,Ltd.
141,818,196
shares
(39.44%)
Director 000024 Hua Eng Wire &
Cable Co., Ltd.
Representative:
Wang Hong-Ren
Education:
MBA, Lindenwood College, USA
Work experience:
Director, First Copper Technology Co.,
Ltd.
Chairman,Taiwan Times Co.,Ltd.
Director, First Copper Technology Co.,
Ltd.
141,818,196
shares
(39.44%)
Director 000024 Hua Eng Wire &
Cable Co., Ltd.
Representative:
Wang Feng-Chuan
Education:
Meihe Nursing College
Work experience:
Same as current position.
Director, First Copper Technology Co.,
Ltd.
Supervisor of Huahong investment Co.,
Ltd.
Supervisor of Media Co.,Ltd.
141,818,196
shares
(39.44%)
Director 000024 Hua Eng Wire &
Cable Co., Ltd.
Representative:
Lin Min-Shiang
Education:
Department of Commerce, Kaohsiung
Vocational College
Grade B financial administrative staff
Director and Vice President of Hua Eng
Wire & Cable Co., Ltd.
Director, First Copper Technology Co.,
Ltd.
Director, China Ecotek Corporation
141,818,196
shares
(39.44%)

19

Category Account
number or
identity
document
number
Account name or
name
Major academic degree and work
experience
Current position Number of shares
held (Percentage
of shareholding)
qualification, Examination Yuan
Work experience:
Same as current position.
Director, Wafer Works Corporation
Director, Asia Pacific Telecom Co., Ltd.
Director, Co-Tech Development Corp.
Director, Bionime Corporation
Director,
Pixon
Technologies
Corporation
Director, Savior Lifetec Corporation
Director,
Chung-Tai
Technology
Development Engineering Corporation
Director, Taiwan Times Co., Ltd.
Supervisor, Hua Ho Engineering Co.,
Ltd.
Independent
Director
M1001* Hu Lee-ren Education:
Department of Accounting, School of
Business, National Chengchi University
Work experience:
Independent
Director,
First
Copper
Technology Co., Ltd.
Member of the Audit Committee and
convener of the Compensation Committee
of First Copper Technology Co., Ltd.
Chairman of Gains Investment Corp.
President of Gains Investment Corp.
Assistant Vice President of Finance,
China Steel Corporation
Independent
Director,
First
Copper
Technology Co., Ltd.
Member and convener of the Audit
Committee of First Copper Technology
Co., Ltd.
Member
and
convener
of
the
Compensation
Committee
of
First
Copper Technology Co., Ltd.
0

20

Category Account
number or
identity
document
number
Account name or
name
Major academic degree and work
experience
Current position Number of shares
held (Percentage
of shareholding)
Director of Development International
Investment Co., Ltd.
Director,Bionime Corporation
Independent
Director
E1017* Huang Jen-Tsung Education:
PhD of Business Administration (major in
Finance) from New York University
Work experience:
Independent
Director,
First
Copper
Technology Co., Ltd.
Member of the Audit Committee and the
Compensation Committee of First Copper
Technology Co., Ltd.
Associate
Professor,
Department
of
Financial Management, National Sun Yat-
sen University
Independent Director and member of
Compensation
Committee
of
Ample
Electronic Technology
Independent Director of MAYO Human
Capital Inc.
Supervisor of Ruipeng Technology Co.,
Ltd.
Independent
Director,
First
Copper
Technology Co., Ltd.
Member of the Audit Committee and the
Compensation
Committee
of
First
Copper Technology Co., Ltd.
Associate
Professor,
Department
of
Financial Management, National Sun
Yat-sen University
Independent Director and member of
Compensation Committee of Ample
Electronic Technology
Independent Director of MAYO Human
Capital Inc.
Supervisor of Ruipeng Technology Co.,
Ltd.
0
Independent
Director
R1031* Cheng Diao-
Hsiang
Education:
Department of Business Management,
National ChungHsingUniversity
None 0

21

Category Account
number or
identity
document
number
Account name or
name
Major academic degree and work
experience
Current position Number of shares
held (Percentage
of shareholding)
Work experience:
Manager of Bank of Taiwan (Tainan
Branch, Fengshan Branch, Gangshan
Branch and Liujiading Branch)
Chairman of Tainan Bank Association,
Chairman of KaohsiungBank Association

22

First Copper Technology Co., Ltd. Articles of Incorporation

Chapter I General Provisions

Article 1: Organized in accordance with the provisions of the Company Act, the Company is named First Copper Technology Co., Ltd.

Article 2: The Company's main businesses are as follows:

  • I. Metal Industry Manufacturing Department:

  • Manufacturing, processing, trade, and export of various types of copper product including copper bullion, copper alloy plates, copper foil, copper pipe, copper cable, electrolytic copper, and copper wire.

  • Manufacturing, trade, and export of machinery in relation to the preceding paragraph.

  • The dismantling of various scrapped vessels and the trading of scrap copper and iron.

  • II. Electronics Industry Manufacturing Department:

  • Manufacturing, trade, and export of copper foil for printed circuit boards, integrated circuits, and lead frames for various types of circuits.

  • Manufacturing, trade, and export of copper-based electronic materials and raw materials.

  • III. Steel Industry Manufacturing Department:

  • Manufacturing, processing, trade, and export of various types of stainless steel plate, stainless steel pipes, and other stainless steel products.

  • Manufacturing, trade, and export of various types of steel plate and other steel products.

  • IV. Construction Department:

  • Commission construction companies to build residential and commercial buildings for sale and lease.

  • Furniture manufacturing and trade.

  • House rental and sale introduction.

  • Sale of food, tobacco, and alcohol.

  • Acceptance of rezoning commissions. (with the exception of architectural commissions)

  • Operation of parking lots and supermarkets.

  • Design and construction of landscapes and gardens. (with the exceptions of construction and of architectural commissions)

  • Manufacture and sale of ready-mixed concrete.

  • Manufacture and sale of cement products.

  • V. Trading and agency business for related imports and exports.

  • VI. Pre-agent import and export trade of various products.

  • VII.H703010 Factory Building Rental and Leasing.

23

  • VIII.H703020 Warehouse Rental and Leasing.

  • IX. H703030 Office Building Rental and Leasing.

  • X. ZZ99999 All business items that not prohibited or restricted by law, except those that are subject to special approval.

  • Article 2-1: The Company does not endorse guarantees and does not lend funds to others.

  • Article 2-2: In coordination with its diversified operations, the Company makes reinvestments in various businesses. The total investment amount shall not exceed the total paid-in capital of the Company.

  • Article 3: The Company is established in Kaohsiung City. Depending on the needs of the business, branch offices may set up domestically and overseas following resolution of the Board of Directors.

  • Article 4: The Company's announcement method shall be handled in accordance with Article 28 of the Company Act.

Chapter II Shares

  • Article 5: The total capital of the Company is set as NTD 3,596,221,650 divided into 359,622,165 shares at NTD 10 per share, issued in full.

  • Article 6: The stock of the Company shall be divided into shares with amounts of 1 million shares, 100,000 shares, 10,000 shares, 1,000 shares, and a variable amount of shares, with each share having the same par value.

  • Article 7: The Company’s stocks are all registered, signed or stamped at least three directors, and issued according to law after being stamped with the Company's official registration number.

  • The company's shares may be exempt from being in the form of printed stocks, but the centralized securities custodial institution must be contacted for registration.

  • Article 8: Shareholders should send their seal patterns to the company for recording so that they can be checked when receiving dividends, distributing dividends, and exercising shareholder rights.

  • Article 9: Unless otherwise provided by laws and regulations, shareholders of the Company shall handle transfers of shares and other stock affairs, and it is understood that they shall do so in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.

  • Article 10: The loss or destruction of stocks held by shareholders shall be handled in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.

  • Article 11: Cases of shareholders who change their seals for any reason shall be handled in accordance with the Regulations Governing the Administration of Stock Affairs of Public Companies announced by the competent authority.

  • Article 12: Shares cannot be transferred within 60 days before the regular shareholders meeting, 30 days before the extraordinary shareholders meeting, or within 5 days before the base date of the company's decision to distribute dividends and bonuses or other benefits.

Chapter III Shareholders’ Meeting

24

Article 13: Shareholders’ meetings of the Company are divided into the following two types:

  • I. A general meeting that is to be convened by the Board of Directors within six months after the end of each fiscal year.

  • II. Interim shareholders’ meetings that shall be convened when necessary in accordance with the provisions of the Company Act.

  • Article 14: When convening a General Meeting of Shareholders, all shareholders shall be notified 30 days in advance. When convening an interim shareholders’ meeting, all shareholders shall be notified 15 days in advance. For shareholders who hold fewer than one thousand shares, the notice of the meeting shall be made via an announcement.

  • Article 15: If a shareholder cannot attend a shareholders' meeting for some reason, then, in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies announced by the competent authority, the shareholder may obtain a proxy issued by the Company that is signed or sealed with authorized scope and entrust an agent to attend.

  • Article 16. Unless otherwise stipulated by the Company Act, a shareholders' meeting must be held with shareholders representing more than half of the total number of shares attending and with the approval of more than half of the voting rights of the shareholders present. When the number of shareholders present is fewer than number required in the preceding paragraph, it is understood that the relevant provisions of the Company Act shall be followed.

  • Article 17: Shareholders of the Company have one vote per share; however, for those who are restricted or those without voting rights under Article 179 of the Company Act, this limitation shall not apply.

  • Article 18: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.

Dissemination of the meeting minutes as mentioned in the preceding paragraph may be done via public announcement.

The meeting minutes shall record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results. The meeting minutes shall be retained forever during the existence of the Company.

The registration book of attending shareholders and proxy attendance forms shall be kept for at least one year.

  • Article 19: The shareholders' meeting may review the forms and Audit Committee reports submitted by the Board of Directors and decide upon the distributions of profits and dividends.

Chapter IV Directors

Article 20: The Company shall have between 7 and 11 directors, whose election shall adopt a

25

candidate nomination system. They shall be elected by shareholders from the list of director candidates for a term of three years and may be re-elected. Among the directors of the Company, the number of independent directors shall not be less than three and shall not be less than one-fifth of the number of directors. Regarding independent directors' professional qualifications, shareholdings, restrictions on concurrent positions, determination of independence, method of nomination, and other matters to be complied with, they shall be handled in accordance with relevant regulations of the securities authority. For directors’ travel expenses and remuneration of the Chairman, their authorization is determined by the Board of Directors with reference to the standards of relevant peers and listed companies. Regardless of the profit and loss status of the Company, they shall be issued in accordance with general regulations. The Company may purchase liability insurance for directors’ legal liability for the scope of their business execution during their tenures. The total number of registered shares held by all directors shall not be less than the number required by the securities authority. Article 21: When organizing the Board of Directors, the Chairman of the Board shall be selected by a majority vote at a meeting attended by over two-thirds of the directors and approved by more than half of the directors present. The Chairman shall be elected to carry out all Company matters in accordance with the law, regulations, resolutions of shareholders' meeting, and resolutions of the Board of Directors. Article 22: When vacancies among directors reaches one-third, the Board of Directors shall convene a by-election at a shareholders' meeting within 60 days. Article 23: The Chairman of the Board shall be the presiding chair of the shareholders' meeting and of the Board of Directors, and shall represent the Company externally. If the Chairman asks to take leave or is unable to execute his authority for some reason, he or she may be represented by a director who is designated by the Chairman. If the Chairman does not designate such a representative, the directors will choose a representative from among themselves. Article 24: When necessary, the Board of Directors may be convened by the Chairman or his or her representative in accordance with the law. The notice of convening can be done by written notification, e-mail, or fax. Article 25: When the Board of Directors meets, the directors shall attend in person. However, they may be represented by other directors. Those who participate in the meeting by videoconference shall be regarded as attending in person. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. Article 26: Except where otherwise provided by the Company Act, the passage of a proposal at a Board of Directors meeting shall require the approval of a majority of the directors in

26

attendance at a Board of Directors meeting that is attended by a majority of all directors.

  • Article 27: The following matters of the Company are subject to the approval or verification of the Board of Directors:

  • I. Approval of each item of regulation.

  • II. Preparation of the budget and final accounts.

  • III. Profit distribution proposals.

  • IV. Capital increase or decrease proposals.

  • V. Appointment or dismissal of managers and consultants.

  • VI. Buying and selling stocks of listed companies or reinvestment in stocks of unlisted companies.

  • VII. Purchases equipment or disposal of assets in amounts of NTD 2 million or more.

  • VIII. Purchases or transfers of know-how and patent rights or of technical cooperation contracts.

  • IX. Appointment, dismissal, and remuneration of accountants.

  • X. External borrowing.

  • XI. Collateralization of Company property.

  • XII. Engaging in derivative transactions.

  • XIII. Annual audit planning.

  • XIV. Dealer or agent business.

  • XV. Sales to manufacturers on credit in amounts exceeding NTD 2 million.

  • XVI. Operational planning for the Company.

  • XVII. Annual financial reports and semi-annual financial reports. With the exception of semi-annual financial reports that are not required under relevant laws and regulations to be audited and attested by a certified public accountant (CPA).

  • XVIII. Establishing or amending the internal control system.

  • XIX. Formulating or amending procedures for the acquisition or disposal of assets and the processing of major financial business activities involving derivative transactions.

  • XX. Raising, issuing or private placement of equity securities.

  • XXI. Appointment and removal of financial, accounting or internal audit supervisors. XXII. Branch establishment or closure.

  • XXIII. Implementation of resolutions of the shareholders' meeting and of the conferring of powers from the shareholders' meeting.

  • XXIV. Other powers stipulated by laws and regulations and by the competent authority.

  • Article 28: The Company has established an Audit Committee in accordance with the provisions of the Securities and Exchange Act. The provisions of the Company Act, Securities and Exchange Act, and other laws governing supervisors shall be applied mutatis mutandis to the Audit Committee.

The Audit Committee shall be composed entirely of independent directors, and its

exercise of powers and related matters shall be handled in accordance with relevant laws

27

and regulations of the securities authority.

Article 29: Deleted.

  • Article 30: Deleted.

  • Article 31: Deleted.

  • Article 32: Deleted.

  • Article 33: The Company may set up various committees according to business needs. In selecting committee members, they shall be appointed by the Chairman after their submission to the Board of Directors for approval.

  • Article 33-1: If a director engages in business competition with the company, this shall be explained to the shareholders' meeting and its permission obtained in accordance with Article 209, Paragraph 1 of the Company Act.

Chapter V Staff

  • Article 34: The Company shall have a General Manager who upholds the resolutions of the Board of Directors and comprehensively manages all of the Company's business. He or she shall be assisted by a number of deputy general managers, while a number of managers will also be set up in charge of each business within the Company; and their appointment and dismissal shall be carried out in accordance with the Company Act.

  • In response to its business needs, the Company may hire a number of individuals in technical, legal, accounting, and other consulting areas.

  • Article 35: The appointment, dismissal, and remuneration of supervisors of the Company at the managerial level and above is subject to the approval of the Board of Directors. The above-mentioned managers shall not concurrently serve as managers of other profitmaking businesses, or operate similar businesses for themselves or for others, except for those approved by the Board of Directors in accordance with the law.

  • Article 36: The staffing of the Company is determined separately by the Board of Directors.

  • Article 37: The working rules of the Company shall be separately formulated by the Board of Directors.

Chapter VI: Accounting

  • Article 38: The Company uses December 31 of each year as its final settlement date. After final accounts are drawn for each period, the Board of Directors shall prepare the following list and submit it to the General Meeting of Shareholders for acknowledgment in accordance with the law.

  • I. Business Report.

  • II. Financial Statements.

  • III. Proposals concerning profit distributions or covering of losses.

  • Article 39: If the Company makes a profit during the year, it shall allocate no less than 3% for employee remuneration and no more than 2% for director remuneration. However, when the Company has accumulated losses, the reserves for covering the losses shall be retained

28

in advance.

  • Article 40: If there is a profit in the Company’s annual final accounts, it shall first pay taxes to make up for the accumulated losses. A 10% withdrawal is the legal reserve, but this is not the limit when the legal reserve has reached the Company’s paid-in capital. In addition, a special reserve may be allocated or transferred depending on the Company's operating needs and legal requirements. If there is a profit as well as undistributed surplus earnings at the beginning of the same period, the Board of Directors shall draft a profit distribution proposal and submit it to the shareholders' meeting for resolution.

Amid a still-growing business environment, the Company shall master the economic environment to seek sustainable operations and long-term development. Dividend policy will focus on the principle of stability. When the Board of Directors submits a profit distribution proposal, it shall consider future profitability and plans for working capital and may reserve a portion of profits at its discretion. Profit distributions shall account for 50% or more of distributable earnings; out of this, cash dividends shall not be less than 10% of the total dividend distribution for a given year.

  • Article 41: The distribution of company dividends and bonuses is to be based on the proportion of shares held by each shareholder.

Chapter VII: Supplementary Provisions

Article 42: Deleted.

  • Article 43: Matters not covered in these Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.

  • Article 44: This charter was established on July 8, 1969. The first amendment was on January 31, 1971. The second amendment was on July 15, 1972. The third amendment was on October 11, 1975. The fourth amendment was on April 20, 1978. The fifth amendment was on September 21, 1981. The sixth amendment was on April 20, 1982. October 12, 1982. The ninth amendment was on June 10, 1984. The tenth amendment was on September 12, 1984. The eleventh amendment was on November 15, 1984. The twelfth amendment was on April 20, 1986. The thirteenth amendment was on September 21, 1986. The fourteenth amendment was on April 13, 1987. The fifteenth amendment was on August 26, 1988. The sixteenth amendment was on February 20, 1989. The seventeenth amendment was on September 4, 1989. The eighteenth amendment was on May 21, 1990. The nineteenth amendment was on June 17, 1991. The twentieth amendment was on May 26, 1992. The twenty-first amendment was on May 25, 1993. The twenty-second amendment was on May 24, 1994. The twenty-third amendment was on June 20, 1995. The twenty-fourth amendment was on June 26, 1996. The twenty-fifth amendment was on June 19, 1997. The twenty-sixth amendment was on May 27, 1998. The twenty-seventh amendment was on June 15, 1999. The twenty-eighth amendment was on June 20, 2000. The twenty-ninth amendment was on June 27, 2001. The thirtieth amendment was on June 26, 2002. The thirty-first amendment was on June 23, 2003. The thirty-second amendment was on June 21, 2007. The thirty-third amendment was on June 13, 2008. The thirtyfourth amendment was on June 14, 2010. The thirty-fifth amendment was on June 12,

29

  1. The thirty-sixth amendment was on June 19, 2014. The thirty-seventh amendment was on June 23, 2016. The thirty-eighth amendment was on June 29, 2017. The thirtyninth amendment was on June 28, 2018. The fortieth amendment was on June 11, 2020.

30

First Copper Technology Co., Ltd. Procedures for Election of Directors

Amended at the shareholders’ meeting of June 28, 2018 Amended at the shareholders’ meeting of June 24, 2021

Article 1:
Article 2:
Article 3:
Article 4:
Article 5:
Article 6:
Article 7:
Except as otherwise provided by law and regulation or by this Corporation's Articles
of Incorporation, the election of directors of the Company shall be conducted in
accordance with these Procedures.
In the election of directors of the Company (including independent directors), each
share has the same voting rights as the number of persons to be elected. One person
may be elected collectively, or votes may be distributed among a number of people.
Independent directors and non-independent directors are to be elected together, and
the number of elected positions shall be calculated separately.
In accordance with the Articles of Association of the Company, the candidate
nomination system is adopted for the election of directors, and the directors are
selected by the shareholders from the list of candidates.
The board of directors shall prepare an election ballot equal to the number of directors
to be elected, fill in the number of voting rights and shareholder account number, and
distribute to shareholders attending shareholders’ meeting. The voter's name can be
represented by the shareholder account number printed on the election ballot.
The election of directors of the Company is based on the number of positions agreed
by the Board of Directors in accordance with the Company's Articles of
Incorporation, and the right to vote for independent directors and non-independent
directors is calculated separately. Those with more voting rights represented by the
votes obtained are elected in turn. If two or more people have the same weight and
exceed the prescribed quota, lots shall be drawn by those with the same number of
weights. For those not attending, their lots shall be drawn by the presiding chair.
Before the start of an election, the chair shall appoint a number of monitoring and
counting personnel to perform various related tasks.
The elector shall fill in the relevant information according to the list of candidates in
the procedure handbook of the shareholders'meeting, and only one candidate shall be
filled on each ballot.
If a selected candidate is a shareholder, the voting individual must fill in the name of
the selected candidate in the "selected candidate" column of the ballot as well as
shareholder account number. If not a shareholder, the name of the selected candidate
must be filled in as well as his or her ID number. However, when an institutional
shareholder is a selected candidate, the selected candidate account of the ballot should
be filled in with the name of the institutional shareholder, and the name of the
institutional shareholder and its representative may also be filled in. If there are
several representatives, the names of the representatives should be added separately.
A ballot will be considered invalid under one the following circumstances:
(I) Usage of ballots other than those prepared by the Company.
  • (II) Where blank ballots are placed in the ballot box.

  • (III) Where handwriting is illegible or has been altered.

  • (IV) The candidate filled in is not a nominated candidate or is inconsistent with the relevant information of the nominated candidate.

  • (V) Where other wording is included in addition to the account name (name) or shareholder account number (identity card number) of the selected candidate.

  • (VI) Where the name of the selected candidate is the same as that of other shareholders but the shareholder account number or ID number is not filled in for identification.

31

  • Article 8: The ballot will be issued on the spot after the voting is completed. When there is a questionable ballot, monitoring personnel shall first verify whether it is an invalid ballot. Invalid ballots should be attested and signed by the monitoring personnel.

  • Article 9: After the balloting is completed, the results of the balloting shall be made into the voting rights report form, which shall be signed and sealed by monitoring personnel and reported to the presiding chair.

  • Article 10: The result of the balloting shall be announced by the presiding chair on the spot, or by a master of ceremonies appointed by the presiding chair. The announcement shall include including the list of elected candidates and the number of voting rights they received.

  • Article 11: After counting, the ballots shall be sealed and signed by the monitoring personnel and then properly kept for at least one year. However, if a shareholder institutes legal proceedings in accordance with Article 189 of the Company Act, the relevant audio or video recordings shall be retained until the legal proceedings are concluded.

  • Article 12: After election, a duly elected director shall submit an original copy of his or her consent form to the Company.

  • Article 13: Matters not stipulated in these Procedures shall in all cases be handled in accordance with the Company Act and relevant laws and regulations.

  • Article 14: These Procedures will be implemented after approval by the General Meeting of Shareholders; the same applies to amendments.

32

First Copper Technology Co., Ltd. Rules of Procedure for Shareholders Meetings

Adopted at the interim meeting of shareholders held on August 26, 1988 Amended at the shareholders’ meeting held on June 15, 1999 Amended at the shareholders’ meeting held on June 26, 2002 Amended at the shareholders’ meeting on June 23, 2016

  • I.

  • Shareholders’ meetings of the Company shall comply with these Rules of Procedure.

  • II. In these Rules of Procedure, "shareholders" refer to the shareholders themselves, representatives of institutional shareholders, and proxies entrusted by shareholders to attend in accordance with the law. "Shareholders' meeting" refers to the General Meeting of Shareholders as well as interim meetings of shareholders.

  • III. Attending shareholders shall be requested to hand in their sign-in cards when signing in to attend the shareholders' meeting. The number of attending shares is calculated based on the handed in sign-in cards plus the number of shares exercised in writing or electronically. However, those who exercise voting rights electronically and attend the shareholders’ meeting in person shall not be double counted in calculating the number of shares present. Attendance and voting at a shareholders meeting shall be calculated based on the number of shares.

  • IV. Shareholders or authorized proxies are to attend the shareholders’ meeting. When the Company deems it necessary, it may check supporting documents sufficient to prove the identity of an attendee.

  • V. When a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the presiding chair, the Chairman shall appoint one of the directors to act as presiding chair. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as presiding chair.

When the shareholders' meeting is convened by a convening party other than the Board of Directors, the convener shall be the presiding chair. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

  • VI. The Company may appoint the designated counsel, CPAs, or other related persons to attend the meeting.

Staff handling the administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

  • VII. The Company shall record or videotape the entire proceedings of the shareholders' meeting and keep it for at least one year.

  • VIII. When the meeting time has arrived, the presiding chair shall immediately announce the

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meeting. However, shareholders are not present representing more than half of the total issued shares, the presiding chair may announce a postponement of the meeting. The number of postponements is limited to two, and the total postponement time shall not exceed one hour. If the quorum is not met after two postponements, 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.

By the end of such meeting, if number of shares represented by the attending shareholders has already constituted more than one half of the outstanding shares, the presiding chair may put the tentative resolution to the vote at the general meeting again in accordance with Article 174 of Taiwan’s Company Act.

IX. When the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors. The meeting shall be conducted according to the scheduled agenda, and shall not be changed without the resolution of the shareholders' meeting.

When the shareholders' meeting is convened by a convening party other than the Board of Directors, the provisions of the preceding paragraph shall apply.

The agenda set out in the previous two items shall not be declared adjourned by the presiding chair without a resolution before the proceedings are over (including provisional motions). However, if the presiding chair announces the adjournment of the meeting in violation of the rules of procedure, then with the approval of more than half of the voting rights of shareholders present, one person may be elected as presiding chair to continue the meeting.

X.

Before speaking, an attending shareholder must specify on a speaker’s slip his/her shareholder account number, name, and main points of the intended speech. The order in which shareholders speak will be set by the presiding chair.

A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the contents of the speech do not correspond to the subject given on the speaker’s slip, the content of the speech shall prevail.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violations.

XI. Unless otherwise permitted by the chairman, each shareholder shall not speak more than twice concerning the same item, and each speech shall not last more than 5 minutes.

XII. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

XIII. After an attending shareholder has spoken, the presiding chair may respond in person or direct

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relevant personnel to make response.

  • XIV. When the presiding chair is of the opinion that a proposal has been discussed sufficiently for voting to proceed, the presiding chair may announce the closure of the discussion and call for a vote.

  • XV. Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, if the presiding chair undertakes a consultation and there is no objection, then the measure shall be deemed as passed and its effect shall be the same as that of voting.

  • XVI. When a proposal is voted on by ballot, the examiners and counting staff of votes on motions shall be appointed by the presiding chair, but the examiners should have shareholder status. Voting results shall be made known on-site immediately and recorded in writing.

  • XVII. During the meeting, the presiding chair may declare a break at his or her discretion.

  • XVIII. When there is an amendment or 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.

  • XIX. The presiding chair may direct proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel are present to assist in maintaining order, they shall bear an identification card or armband showing the word “Proctor.”

  • If a shareholder violates the Rules of Procedure and does not obey the presiding chair's instructions to correct his or her behavior, hindering the progress of the meeting and failing to comply, the presiding chair may direct the proctors or security personnel to ask him or her to leave the meeting place.

  • XX. Matters not specified in these Rules of Procedure shall be handled in accordance with the Company Act, the Company's Articles of Incorporation, and other relevant laws and regulations.

  • XXI. These Rules of Procedure shall be implemented after being approved by the shareholders meeting. The same shall hold true of amendments.

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First Copper Technology Co., Ltd.

The number of shares held by directors individually and collectively as recorded in the shareholder register as of the closing date of the shareholders’ meeting:

Title Name Appointment
date
Term of
office
April 26, 2021 April 26, 2021
Number of
shares
Percentage of
shareholding
Chairman Hua Eng Wire &
Cable Co., Ltd.
Representative:
Liu Chung-Jen
2018.06.28 Three years
141,831,792
39.44%
Director Hua Eng Wire &
Cable Co., Ltd.
Representative:
WangFeng-Chuan

Hua Eng Wire &
Cable Co., Ltd.
Representative:
Lin Min-Shiang
Hua Eng Wire &
Cable Co., Ltd.
Representative:
WangHong-Ren
2020.06.11 To
2021.06.27
Independent
Director
Hu Lee-Ren 2018.06.28 Three years
0
0%
Cheng Kun-Fa 0 0%
Huang Jen-Tsung 0 0%
Total number of shares held by all directors 141,831,792 39.44%

Explanation:

  1. The Company's paid-in capital is NTD 3,596,221,650 (359,622,165 shares).

  2. In accordance with Article 26 of the Securities and Exchange Act and with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the legal minimum number of shares that all directors should hold is 14,384,886 shares.

  3. The Company has set up an Audit Committee, so there is no applicability regarding number of shares that should be held by supervisors.

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