Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

First Copper Technology Co., Ltd. AGM Information 2024

Jun 26, 2024

51941_rns_2024-06-26_cbeb585d-6ef1-4e0a-bbb8-fc58ecd99885.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock code : 2009

First Copper Technology Co., Ltd. 2024 Annual General Meeting of Shareholders Meeting Agenda Convening method: In-person Meeting Time: June 20, 2024 Meeting Venue: No. 479, Yanhai 1st Road, : Xiaogang District, Kaohsiung City

Table of Contents

Meeting Agenda .................................................................. (1) Status Reports ..................................................................... (2) Approval Items .................................................................... (3) Discussion and Election Items ............................................. (5) Extraordinary Motions.......................................................... (7) Appendices: The Articles of Incorporation of the Company . (25) Rules for Election of Directors of the Company (33) Rules of Procedure for Shareholders’ Meetings of the Company ................................................... (35)

Shareholdings of the Directors of the Company ........................................................................ (38)

First Copper Technology Co., Ltd. 2024 Annual General Shareholders’ Meeting Agenda

Convening method: In-person Time: June 20, 2024, 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) 2023 Business Report

  • (ii) Audit Committee’s review report for 2023 audited financial Statements

  • (iii) Report on the distributable compensation for employees and directors in 2023.

Four. Approval Items

  • (i) Recognition of the Company’s 2023 business report and financial statements.

  • (ii) Recognition of the statement for distribution of earnings for 2023.

Five. Discussion and Election Items

  • (i) Amendment to the Company's "The Articles of Incorporation of the Company", 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

1

Three. Status Reports

  • I. 2023 Business Report (Please refer to Page 8)

  • II. Audit committee’s review report for 2023 audited financial Statements (Please refer to Page 9)

  • III. Report on the distributable compensation for employees and directors in 2023.

  • The Company's 2023 pre-tax profit before the deduction of employees’ compensation and directors’ remuneration amounted to NT$5,987,725. Approved by the Remuneration Committee and the Board of Directors, 3% of the said amount or NT$179,632 is alloted as

employees’ compensation in cash in accordance with Article 39 of the Articles of Incorporation, and the Chairman will handle matters in respect of the distribution under full authorization. 0.5% of the said amount or NT$29,939 is allotted as directors’ remuneration; however, since the remuneration amount is minor and the Company recorded a loss after tax of NT$9,493,846 in 2023, the directors’ remuneration will not be distributed.

2

2

Four. Approval Items

  • Proposal 1 Proposed by the Board of the Company Subject: Please ratify the Company’s 2023 Business Report and Financial Statements.

Explanation:

  • (i) The Company’s 2023 individual financial statements were audited by CPA Chen YungHsiang and CPA Su Yen-Ta from KPMG Taiwan. The financial statements and Business Report were then submitted to the Audit Committee for review and a review report was issued accordingly.

  • (ii) Please find the Company’s 2023 Business Report (page 8), Audit Committee’s Review Report (page 9), review report by CPAs and individual financial statements (Please refer to pages 10 to 17). The complete financial reports are available at the Market Observation Post System:

  • .

  • http://mops.twse.com.tw/mops/web/index)

  • (iii) Submitted for acknowledgment.

  • Resolution:

3

3

  • Proposal 2 Proposed by the Board of the Company Subject: Please ratify the Company’s earnings distribution of 2023.

Explanation:

  • (i) The company's undistributed surplus of 2023 was NT$54,495,092, and deducting the net loss after tax was NT$9,493,846. After determining the remeasurement of the welfare plan and other items, the

    • undistributed surplus at the end of the period was NT$41,149,228, which is planned to be retained.
  • (ii) The Company’s table of 2023 earnings distribution (page 18).

  • (iii) Submitted for acknowledgment.

  • Resolution:

4

4

V.

Discussion and Election Items

  • Proposal 1 Proposed by the Board of the Company Subject: The amendment to the Company’s Articles of Incorporation is proposed for discussion.

  • Explanation:

  • (i) To address business needs, it is proposed to amend Articles 35 and 40 of the Company’s Articles of Incorporation.

  • (ii) For the amended articles, please refer to the "Comparison Table of Amended Articles of the Articles of Incorporation" on page 19 to 21, and the amended "Articles of Incorporation" 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 (including independent directors) of the Company will end on August 26 this year. It is proposed to conduct a re-election of all directors lawfully at the general shareholders’ meeting this year.

  • (ii) According to the Articles of Incorporation of the Company and the resolution of the board meeting on March 4, 2024, 7 directors (including 3 independent directors) are

5

5

proposed to be elected in this election. The new directors 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 will be three years, from June 20, 2024 to June 19, 2027.

  • (iii) The candidate nomination system is adopted for the election of the Company's directors (including independent directors), and the directors are elected by the shareholders’ meeting from the list of candidates, which has been reviewed and approved in the board meeting of the Company on May 6, 2024; please refer to pages 22 to 24.

  • (iv) Please proceed to vote. (please refer to the election measures on page 33 to 34)

  • Election results:

  • 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 is proposed for discussion.

  • Explanation:

  • (i) According to Article 209 of the Company Act, 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

6

6

its approval.

(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 that the shareholders' meeting release the noncompetition restriction on the new directors or their representatives given the Company’s interests shall not be prejudiced.

Resolution:

Six. Extemporary Motions:

Seven. Adjournment

7

7

First Copper Technology Co., Ltd. 2023 Business Report

I. 2023 Business Report

The Company's main business in the year of 2023 was the manufacturing of various alloy copper sheets for domestic and export sales. The annual operating income was NT$2,646,149 thousand, the operating cost was NT$2,657,368 thousand, the operating expense was NT$56,130 thousand, the net operating loss was NT$67,349 thousand, the non-operating income was

NT$73,127 thousand, the net profit before tax was NT$5,778 thousand, the income tax expense was NT$15,272 thousand, and the net loss after tax was NT$9,494 thousand. Other comprehensive benefits in the current period was NT$1,611,786 thousand, and the total amount of comprehensive benefits in the current period was NT$1,602,292 thousand.

II. 2024 Business Plan Summary

  • (i) The focus of semi-conductor market will be mainly placed domestically while ratio of semi-conductor products for telematics is increased at the same time.

  • (ii) The tin plating market can be segmented into automobile, electronics and power tools.

  • (iii) Development of new specifications and new clients for punched copper sheets. Adjustment of revenue mix for high gross margin products.

  • (iv) Products in connection to heat spreaders and IGBT heat dissipation are key for development.

  • (v) The ratio of overseas sales will be raised by stressing the Southeast Asia markets to diversify risk.

Chairman:

Manager:

Accounting Supervisor:

8

8

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2023 Business Report, individual financial statements, and profit distribution proposal. The individual financial statements were audited by CPA Chen YungHsiang and CPA Su Yen-Ta from KPMG Taiwan and the audit report was issued accordingly. The above-mentioned business report, individual financial statements and profit distribution proposal have been reviewed by the Audit Committee and found to have no inconsistencies. This report is 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 Act.

Sincerely

2024 Shareholders’ Meeting

First Copper Technology Co., Ltd.

Convener of Audit Committee: Hu Lee-Ren

March 4, 2024

9

9

10

11

12

13

4

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

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Current financial assets at fair value through profit or loss (note 6(b))
1150
Notes receivable (note 6(d))
1172
Accounts receivable (notes 6(d))
1180
Accounts receivable from related parties (notes 6(d) and 7)
1200
Other receivables (notes 6(d)(e))
1220
Current tax assets
130X
Inventories (note 6(f))
1470
Other current assets (note 6(k))
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 (notes 6(h))
1760
Investment property, net (note 6(i)(o))
1780
Intangible assets (note 6(j))
1840
Deferred tax assets(note 6(q))
1915
Prepayments for equipment
1920
Refundable deposits (note 6(e))
1975
Net defined benefit asset, non-current (note 6(p))
Total non-current assets
Total assets
December 31, 2023
Amount
%
$ 68,575
1
-
-
-
-
238,646
3
-
-
90,604
1
34
-
1,754,821
22
8,220
-
2,160,900
27
4,473,694
57
134
-
1,037,336
13
219,271
3
84
-
24,293
-
10,636
-
10
-
9,824
-
5,775,282
73
$
7,936,182
100
December 31, 2022
Amount
%
86,585
1
40,770
1
1,481
-
168,668
3
713
-
32,529
1
7
-
1,984,726
30
20,669
-
2,336,148
36
2,857,689
44
168
-
1,070,805
16
222,411
3
132
-
39,995
1
10,467
-
7
-
14,327
-
4,216,001
64
6,552,149
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(l))
2110
Short-term notes and bills payable (note 6(l)(m))
2130
Current contract liabilities (note 6(t))
2150
Notes payable (note 6(p))
2170
Accounts payable
2200
Other payables (note 6(p))
2300
Other current liabilities (notes 6(n))
Total current liabilities
Non-Current liabilities:
2570
Deferred tax liabilities (note 6(q))
Total non-current liabilities
Total liabilities
Equity (note 6(r)):
3110
Ordinary share
3300
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity
Total equity
Total liabilities and equity
December 31, 2023 2023 December 31, 2022 December 31, 2022
Amount
$ 68,575
-
-
238,646
-
90,604
34
1,754,821
8,220
2,160,900
4,473,694
134
1,037,336
219,271
84
24,293
10,636
10
9,824
5,775,282
$
7,936,182
Amount
86,585
40,770
1,481
168,668
713
32,529
7
1,984,726
20,669
2,336,148
2,857,689
168
1,070,805
222,411
132
39,995
10,467
7
14,327
4,216,001
6,552,149
Amount % Amount
1,115,280
499,386
17,453
2,890
57,512
61,887
7,919
1,762,327
268,423
268,423
2,030,750
3,596,222
41,018
262,845
219,322
523,185
401,992
4,521,399
6,552,149
%
$ 803,219
749,629
4,869
2,520
67,221
56,531
5,500
1,689,489
266,851
266,851
1,956,340
3,596,222
61,996
262,845
41,149
365,990
2,017,630
5,979,842
$
7,936,182
10
10
-
-
1
1
-
17
8
-
-
1
1
-
22 27
3 4
3 4
25 31
45 55
1
3
1
1
4
3
5 8
25 6
75 69
100 100

See accompanying notes to financial statements.

14

5

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

Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

2023
Amount
%
4000
Operating revenues (notes 6(t) and 7)
$ 2,646,149
100
5000
Operating costs (notes 6(f)(p)(u), 7 and 12)
2,657,368
100
5900
Gross loss
(11,219)
-
6000
Operating expenses (notes 6(p)(u), 7 and 12)
56,130
2
6900
Operating loss
(67,349)
(2)
7000
Non-operating income and expenses (notes 6(g)(v)):
7100
Interest income
452
-
7010
Other income
100,767
4
7020
Other gains and losses, net
(1,204)
-
7050
Finance costs
(26,890)
(1)
7060
Share of profit (loss) of associates accounted for using equity method, net
2
-
73,127
3
7900
Profit before income tax
5,778
1
7950
Less: Income tax expenses (benefit) (note 6(q))
15,272
1
8200
Profit(Loss)
(9,494)
-
Other comprehensive income (loss):
8310
Item that may not be reclassified subsequently to profit or loss
8311
Remeasurements of defined benefit plans
(5,713)
-
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income (note 6(r))
1,616,358
61
8320
Share of other comprehensive income of associates accounted for using equity method, components
of other comprehensive income that will not be reclassified to profit or loss (note 6(g))
(1)
-
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss (note 6(q))
(1,142)
-
1,611,786
61
Other comprehensive income (after tax)
1,611,786
61
8500
Comprehensive income
$
1,602,292
61
Earnings per share (note 6(s)):
9750
Basic earnings per share (in New Taiwan Dollars)
$
(0.03)
9850
Diluted earnings per share (in New Taiwan Dollars)
$
(0.03)
2022
Amount
2,895,412
2,943,882

See accompanying notes to financial statements.

15

6

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2022
Profit for the year ended December 31, 2022
Other comprehensive income for the year ended December 31, 2022
Total comprehensive income for the year ended December 31, 2022
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends of ordinary shares
Balance at December 31, 2022
Loss for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023
Total comprehensive income for the year ended December 31, 2023
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends of ordinary shares
Disposal of investments in equity instruments measured at fair value through other
comprehensive income
Balance at December 31, 2023
Ordinary shares Retained earnings Retained earnings Other equity
Unrealized gains
(losses) from financial
assets measured at fair
value through other
comprehensive income
Total equity
Legal reserve Special reserve Unappropriated
retained earnings
$ 3,596,222
-
-
-
-
-
3,596,222
-
-
-
-
-
-
$
3,596,222
- 262,845 410,183 2,174,794
-
(1,772,802)
(1,772,802)
-
-
401,992
-
1,616,358
1,616,358
-
-
(720)
2,017,630
6,444,044
196,940
(1,759,962)
(1,563,022)
-
(359,623)
4,521,399
(9,494)
1,611,786
1,602,292
-
(143,849)
-
5,979,842
-
-
-
-
196,940
12,840
- - 209,780
41,018
-
-
-
41,018 262,845
-
-
-
-
- -
20,978
-
-
-
-
-
61,996 262,845

See accompanying notes to financial statements.

16

7

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

Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Net (gain) loss on financial assets at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of associates accounted for using equity method
Gain on disposal of property, plant and equipment
Reversal for liabilities
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Net changes in operating assets:
Decrease in notes receivable
(Increase) decrease in accounts receivable
Decrease (increase) in accounts receivable from related parties
Increase in other receivables
Decrease (increase) in inventories
Decrease in other current assets
Total net changes in operating assets
Net changes in operating liabilities:
Decrease in current contract liabilities
Decrease in notes payable
Increase (decrease) in accounts payable
Decrease in accounts payable to related parties
Decrease in other payables
Decrease in other current liabilities
Increase in net defined benefit assets and decrease in net defined benefit liability
Total net changes in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Cash inflow (outflow) generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from (used in) operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Proceeds from liquidation in financial assets at fair value through other comprehensive income - non-current
Acquisition of intangible assets
Increase in prepayments for equipment
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
(Decrease) increase in short-term borrowings
Increase (decrease) in short-term notes and bills payable
(Decrease) increase in guarantee deposits received
Cash dividends paid
Net cash flows used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2023
$ 5,778
84,631
48
(8,517)
26,890
(452)
(83,458)
(2)
(155)
(508)
18,477
1,481
(69,978)
713
(58,306)
229,905
12,449
116,264
(12,584)
(370)
9,709
-
(3,718)
(1,911)
(1,210)
(10,084)
106,180
124,657
130,435
452
83,724
(16,267)
(27)
198,317
-
49,287
(50,545)
562
(3)
353
-
(169)
(515)
(312,061)
239,088
(98)
(142,741)
(215,812)
(18,010)
86,585
$
68,575
2022
174,411
80,190
12
22,237
16,297
(182)
(313,439)
(40)
(870)
(321)
(196,116)
3,360
145,290
(713)
(58)
(267,629)
11,260
(108,490)
(48,072)
(1,205)
(64,183)
(4,991)
(37,820)
(9,200)
(8,371)
(173,842)
(282,332)
(478,448)
(304,037)
182
313,223
(9,715)
(6,831)
(7,178)
(47,457)
67,517
(78,839)
944
-
-
(144)
(111)
(58,090)
660,254
(306,137)
196
(356,281)
(1,968)
(67,236)
153,821
86,585

See accompanying notes to financial statements.

17

First Copper Technology Co., Ltd.

Earnings Distribution Table 2023

Earnings Distribution Table
2023
Unit: NTD
Undistributed profit at the beginning of the period 54,495,092
Add (Less):
Changes in the current period to re-measurement of defined
benefit plan
(4,571,888)
2023 after-tax net loss (9,493,846)
Disposal of investment in equity instruments measured at fair
value through other comprehensive income
719,870
Undistributed surplus earnings, end of period 41,149,228

Note: It is proposed not to distribute the undistributed surplus earning at the end of 2023 of the Company.

Chairman:

Manager:

Accounting Supervisor:

18 18

First Copper Technology Co., Ltd. Comparison Table of Revised Articles of the " Articles of Incorporation "

Article Original article Article after amendment Reason for
amendment
Article 35 The appointment, dismissal, and
remuneration of supervisors of the
Company at themanagerial level
and aboveis subject to the approval
of the Board of Directors. The
above-mentioned managers shall
not concurrently serve as managers
of other profit-making businesses, or
operate similar businesses for
themselves or for others, except for
those approved by the Board of
Directors in accordance with the
law.

The appointment, dismissal, and
remuneration of supervisors of the
Company at theDeputy General
Manager and equivalentis subject
to the approval of the Board of
Directors. The above-mentioned
managers shall not concurrently
serve as managers of other profit-
making businesses, or operate
similar businesses for themselves or
for others, except for those
approved by the Board of Directors
inaccordancewiththelaw.
In alignment
with actual
practice
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%



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%




In alignment
with actual
practice

19

19

Article Original article Article after amendment Reason for
amendment
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.
or more of distributable earnings;
however, when the accumulated
distributable earnings are less than
2% of the paid-in capital, the
Company may choose not to
distribute earnings. Of the total
dividends to be distributed for a
given year, the amount of cash
dividends shall not be less than
10%.
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.
The seventh amendment was on
September 1, 1982. The eighth
amendment was on 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




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.
The seventh amendment was on
September 1, 1982. The eighth
amendment was on 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













To add the
date that this
shareholders’
meeting
approves the
amended
Articles of
Incorporations
as the date of
the 41th
amendment.

20

20

Article Original article Article after amendment Reason for
amendment
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 thirty-fourth
amendment was on June 14, 2010.
The thirty-fifth amendment was on
June 12, 2012. 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 thirty-ninth amendment was on
June 28, 2018. The fortieth
amendment was on June 11, 2020.
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 thirty-fourth
amendment was on June 14, 2010.
The thirty-fifth amendment was on
June 12, 2012. 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 thirty-ninth amendment was on
June 28, 2018. The fortieth
amendment was on June 11, 2020.
The forty-first amendment was on
June 20, 2024.

21

21

First Copper Technology Co., Ltd. 2024 Annual General Meeting of Shareholders List of candidates for directors (including independent directors)

Category Account name or
name and number of
shares held
Account
number or
identity
document
number
Major academic degree and work
experience
Current position
Director Hua Eng Wire & Cable
Co., Ltd.
Representative: Wang
Hong-Ren
141,818,196 shares
000024 Education:
MBA, Lindenwood College, USA
Work experience: same as current
position.
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.
Director Hua Eng Wire & Cable
Co., Ltd.
Representative: Liu
Chung-Jen
141,818,196 shares
000024 Education:
Business management, Columbia
College, USA
Work experience:
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.
Director, First
Copper Technology
Co., Ltd.
Director Hua Eng Wire & Cable
Co., Ltd.
Representative: Wang
Feng-Shu
141,818,196 shares
000024 Education:
Meihe Nursing College
Work experience:
Director, Hua Eng Wire & Cable Co.,
Ltd.
Director, First Copper Technology
Co., Ltd.
Director, Hua Horng Investment Co.,
Ltd.
Supervisor, Taiwan Times Co., Ltd.
Director, First
Copper Technology
Co., Ltd.
Director, Hua Horng
Investment Co., Ltd.
Supervisor, Taiwan
Times Co., Ltd.
Director Hua Eng Wire & Cable
Co., Ltd.
Representative: Wang
Ming-Jen
141,818,196 shares
000024 Education: Industrial Engineering,
Chung Yuan Christian College of
Science and Engineering
Work experience:
Director, Hua Eng Wire & Cable Co.,
Ltd.
Director, First Copper Technology
Co., Ltd.
Director and President, Taiwan Times
Co., Ltd.
Responsible Person, Sheng Feng Ltd.

Director, First
Copper Technology
Co., Ltd.
Director and
President, Taiwan
Times Co., Ltd.
Responsible Person,
Sheng Feng Ltd.

22

22

Category Account
name or
name
and
number
of shares
held
Account
number or
identity
document
number
Major academic degree and
work experience
Current position The reason for
nominating an
independent
director who has
served for three
consecutive terms
Independe
nt Director
Hu Lee-
Ren
0 shares
M10014**** Education:
Department of Accounting,
College of Commerce, National
Chengchi University
Work experience:
Independent Director, First
Copper Technology Co., Ltd.
Member and convener of the
Audit Committee, First Copper
Technology Co., Ltd.
Member and convener of the
Renumeration Committee, First
Copper Technology Co., Ltd.
Chairman of Gains Investment
Corp.
President of Gains Investment
Corp.
Assistant Vice President of
Finance, China Steel
Corporation
Director, Development
International Investment Co.,
Ltd.
Director, Bionime Corporation
Independent
Director, First
Copper
Technology Co.,
Ltd.
Member and
convener of the
Audit Committee,
First Copper
Technology Co.,
Ltd.
Member and
convener of the
Renumeration
Committee, First
Copper
Technology Co.,
Ltd.
Mr. Hu Li-Jen has
served as Assistant
Vice President of
Finance of China
Steel Corporation for
many years and was
the Chairman and
President of Gains
Investment Corp.
During his terms of
office as an
independent director
of the Company, he
has provided
professional
suggestions and
direction to the
Company many
times with his rich
experience in the
industry, so he is
nominated again as
a candidate for
independent
director.
Independe
nt Director
Cheng
Tiao-
Hsiang
0 shares
R10315**** Education:
Department of Business
Management, National Chung
Hsing University
Work experience:
Independent Director, member
of Remuneration Committee
and member of Audit
Committee, First Copper
Technology Co., Ltd.
Independent Director, member
of Remuneration Committee
and member of Audit
Committee, NeoCore
Technology Co., Ltd.
Manager, Bank of Taiwan
Independent
Director, member
of Remuneration
Committee and
member of Audit
Committee, First
Copper
Technology Co.,
Ltd.
Independent
Director, member
of Remuneration
Committee and
member of Audit
Committee,
NeoCore
Technology Co.,
Ltd.
Not applicable
Independe
nt Director
Huang
Jen-
Tsung
0 shares
E10178**** Education:
PhD of Business Administration
(concentrated in Finance) New
York University
Work experience:
Associate Professor,
Department of Financial
Management, National Sun Yat-
Adjunct Associate
Professor,
Department of
Financial
Management,
National Sun Yat-
sen University
Independent
Director, member
Not applicable

23

23

Category Account
name or
name
and
number
of shares
held
Account
number or
identity
document
number
Major academic degree and
work experience
Current position The reason for
nominating an
independent
director who has
served for three
consecutive terms
sen University
Independent Director, member
of Remuneration Committee
and member of Audit
Committee, First Copper
Technology Co., Ltd.
Independent Director, member
of Remuneration Committee
and member of Audit
Committee, of Ample Electronic
Technology
Independent Director, member
of Remuneration Committee
and member of Audit
Committee, MAYO Human
Capital Inc.
Supervisor of Ruipeng
Technology Co., Ltd.
of Remuneration
Committee and
member of Audit
Committee, First
Copper
Technology Co.,
Ltd.
Independent
Director, member
of Remuneration
Committee and
member of Audit
Committee, MAYO
Human Capital
Inc.
Supervisor of
Ruipeng
Technology Co.,
Ltd.

24

24

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:

    1. 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.

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

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

  • II. Electronics Industry Manufacturing Department:

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

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

  • III. Steel Industry Manufacturing Department:

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

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

  • IV. Construction Department:

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

    2. Furniture manufacturing and trade.

    3. House rental and sale introduction.

    4. Sale of food, tobacco, and alcohol.

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

    6. Operation of parking lots and supermarkets.

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

    8. Manufacture and sale of ready-mixed concrete.

    9. 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.

  • VIII. H703020 Warehouse Rental and Leasing.

  • IX. H703030 Office Building Rental and Leasing.

25

25

  • 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.

26 26

Chapter III Shareholders’ Meeting

  • 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

27

27

  • Article 20: The Company shall have between 7 and 11 directors, whose election shall adopt a 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 attendance at a Board of Directors meeting that is attended by a majority of all

28

28

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 and regulations of the securities authority.

29

29

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 Deputy General Manager and equivalent is subject to the approval of the Board of Directors. The above-mentioned managers shall not concurrently serve as managers of other profit-making 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 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

30

30

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; however, when the accumulated - distributable earnings are less than 2% of the paid in capital, the Company may choose not to distribute earnings. Of the total dividends to be distributed for a given year, the amount of cash dividends shall not be less than 10%.

  • 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. The seventh amendment was on September 1, 1982. The eighth amendment was on 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 thirty-fourth

31

31

amendment was on June 14, 2010. The thirty-fifth amendment was on June 12, 2012. 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 thirty-ninth amendment was on June 28, 2018. The fortieth amendment was on June 11, 2020. - The forty first amendment was on June 20, 2024.

32 32

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: 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.

  • 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 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.

  • Article 3: 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.

  • Article 4: 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 nonindependent 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.

  • Article 5: Before the start of an election, the chair shall appoint a number of monitoring and counting personnel to perform various related tasks.

  • Article 6: 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.

  • 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) 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

33

33

shareholders but the shareholder account number or ID number is not filled in for identification.

  • 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.

34 34

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 meeting. However, shareholders are not present representing more than half of the total

35

35

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 relevant personnel to make response.

36

36

  • 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.

37 37

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 22, 2024 April 22, 2024
Number of
shares
Percentage of
shareholding
Chairman Hua Eng Wire and
Cable Co., Ltd.
Representative:
WangHong-Ren
2021.08.27 Three years 141,831,792 39.44%
Director Hua Eng Wire and
Cable Co., Ltd.
Representative:
Liu Chung-Jen
Hua Eng Wire and
Cable Co., Ltd.
Representative:
WangFeng-Shu
Hua Eng Wire and
Cable Co., Ltd.
Representative:
WangMing-Jen
Independent
Director
Hu Lee-Ren 0 0%
Cheng Tiao-Hsiang 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.

38 38