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FITH AGM Information 2022

Jun 20, 2022

52375_rns_2022-06-20_be82c14b-934a-4200-9cdb-9a32c541d1c7.pdf

AGM Information

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FIT Holding Co., Ltd.

2022 Annual General Shareholders’ Meeting Minutes

Time: 9:00 a.m., June 17, 2022 (Friday)

Venue: No. 49, Section 4, Zhongyang Road, Tucheng District, New Taipei City (Conference Room, 2nd floor)

Total Shares represented by shareholders presented in person or by proxy:

129,950,473 shares, accounting for 52.77% of the company’s total outstanding shares

Chair: Tai-Chiang Gou, Chairman of the Board of Directors

Recorder: Angie Chiu

Directors present:

Chairman Tai-Chiang Gou

Director Kufn Lin

Director Wilson Hu

Director Hwee Kian Lim (Presented by visual communication network)

Director Jeffrey Cheng (Presented by visual communication network)

Director Semi Wang (Presented by visual communication network)

Independent Director Ralph Chen (Presented by visual communication network)

Independent Director Chen-Rong Chiang (Presented by visual communication network)

Attendees:

President of Glory Science Co., Ltd James Lee

President of Power Quotient International Co., Ltd Freddy Gou (Presented by visual communication network)

Accountant Yi Chang Liang (Presented by visual communication network)

Lawyer Bennett Tang (Presented by visual communication network)

Lawyer James Lee (Presented by visual communication network)

Meeting Commencement Announced: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

Chairman’s Address: (Omitted)

I.Matters to be Reported

Proposal 1

Proposal ： The Company's business report for the year 2021; please review. Explanation ： Please refer to Attachment 1 for the business report.

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Proposal 2

Proposal ： Audit Committee’s report on the review of the Company’s final accounts for the year 2021; please review.

Explanation ： Please refer to Attachment 2 for the Audit Committee’s review report.

Proposal 3

  • Proposal ： Report on the Company's distribution of earnings and capital reserve in cash for the year 2021; please review.

  • Explanation ： I. The board meeting of the Company decides to allocate cash dividends to shareholders from the distributable earnings of 2021 for a total of NT$123,121,073, at NT$0.5 per share. The capital reserve of NT$246,242,146 from the premium over the share issuance amount at face value will be distributed in cash at NT$1 per share. The distribution will be made according to the shareholdings of shareholders as recorded in the register of shareholders on the ex-dividend date at NT$1.5 per share (calculated to NT$1, and the amount less than NT$1 will be discarded).

  • II. The chairman of the board is authorized to determine the ex-dividend date, issue date and other relevant matters. If the dividend rate is subject to change due to the change of the number of outstanding ordinary shares of the Company, the chairman of the board is also authorized to handle it with full authority.

Proposal 4

  • Proposal ： Report on the Company's distribution of remuneration of employees and directors for the year 2021; please review.

  • Explanation ： In accordance with the Company Act and the Articles of Association, the Company distributed NT$30,000,000 as the remuneration of its employees and NT$4,880,000 as the remuneration of its directors, and all of them were paid in cash. There was no difference between the amount in the resolution above and the expenses recognized in 2021.

II.Matters for Acknowledgement, Discussion and Election

Proposal 1 Proposed by the Board of Directors

  • Proposal ： The Company's final business accounts and earnings distribution table for the year 2021; please discuss.

2

  • Explanation ： I. The financial statements of the Company for the year 2021 have been audited by PwC Taiwan, and have been reviewed together with the business report by the Audit Committee, and a written review report is issued accordingly.

  • II. The earnings distribution table for the year 2021 was approved by the board meeting, and the review by the Audit Committee has been completed.

III. Please refer to Attachment 1 to Attachment 4 for the related documents. Resolution ： The above proposal is and hereby was approved as proposed.

Voting Results ： Shares present at the time of voting: 129,684,181 (including 109,472,157 shares from electronic voting).

Voting Results Voting Results % of the represented
share present
Votes in favor
（electronic votes）		 128,927,832
（108,715,808）		 99.41％
Votes against
（electronic votes）		 123,289
（123,289）		 0.09％
Invalid Votes
（electronic votes）		 0
（0）		 0.00％
Votes abstained/Not Voted
（electronic votes）		 633,060
（633,060）		 0.48％

Proposal 2 Proposed by the Board of Directors

Proposal ： Amendment to the Company Corporate Charter (Articles of Incorporation); please discuss.

  • Explanation ： It is proposed to revise the Company's “Corporate Charter (Articles of Incorporation)” to meet operational needs; please refer to Attachment 5 for the comparison table of the revised articles.

Resolution ： The above proposal is and hereby was approved as proposed.

Voting Results ： Shares present at the time of voting: 129,684,181 (including

109,472,157 shares from electronic voting).

Voting Results Voting Results % of the represented
share present
Votes in favor
（electronic votes）		 129,042,386
（108,830,362）		 99.50％

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Votes against
（electronic votes）		 111,447
（111,447）		 0.08％
Invalid Votes
（electronic votes）		 0
（0）		 0.00％
Votes abstained/Not Voted
（electronic votes）		 530,348
（530,348）		 0.40％

Proposal 3 Proposed by the Board of Directors

  • Proposal ： Amendment to the Operational Procedures for Endorsements and Guarantees;

please discuss.

  • Explanation ： I. It is proposed to revise the Company's “Operational Procedures for Endorsements and Guarantees” to meet operational needs; please refer to Attachment 6 for the comparison table of the revised articles.

  • II. The amended Article 4 (1) of the "Operational Procedures for Endorsement and Guarantee" stipulates that "the total amount of the Company's external endorsement and guarantee shall not exceed 600% of the Company's net worth”. The amount of endorsement and guarantee provided by the Company to a single enterprise shall not exceed 600% of the net worth of the Company. The total amount of external endorsements and guarantees provided by the Company and its subsidiaries shall not exceed 600% of the net worth of the Company. The amount of endorsement and guarantee for a single enterprise shall not exceed 600% of the net worth of the Company. The amount of endorsement and guarantee shall not exceed 600% of the Company's net worth for any subsidiary in which the Company owns 90% or more of the shares”. The necessity and reasonableness of this requirement is due to the fact that the Company's reinvestment activities continue to grow and the demand for capital is increasing. The shortage of working capital comes mostly from the financial institutions' loans. For the purpose of obtaining the best credit terms, banks often require the Company to provide endorsement guarantees for these loans; therefore, the Company needs to set a higher amount of endorsement/guarantees to prepare for the expansion of its reinvestment activities. This strategy is necessary to maximize the profitability of the investment. The Company will also adopt a prudent approach to the overall financial risk management in order to ensure that shareholders' interests are protected.

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Resolution ： The above proposal is and hereby was approved as proposed.

Voting Results ： Shares present at the time of voting:129,684,181(including

109,472,157 shares from electronic voting).

Voting Results Voting Results % of the represented
share present
Votes in favor
（electronic votes）		 128,951,336
（108,739,312）		 99.43％
Votes against
（electronic votes）		 200,497
（200,497）		 0.15％
Invalid Votes
（electronic votes）		 0
（0）		 0.00％
Votes abstained/Not Voted
（electronic votes）		 532,348
（532,348）		 0.41％

Proposal 4 Proposed by the Board of Directors

  • Proposal ： Amendment to the Operational Procedures for Acquisition and Disposal of Assets; please discuss.

  • Explanation ： The Company proposed to revise the "Procedures for the Acquisition or Disposal of Assets" in accordance with the Financial Supervisory Commission's Order Jin Guan Zheng Fa Zi No.1110380465 dated January 28, 2022.The comparison table of the revised articles can be found in Attachment 7.

Resolution ： The above proposal is and hereby was approved as proposed.

Voting Results ： Shares present at the time of voting:129,684,181(including 109,472,157 shares from electronic voting).

Voting Results Voting Results % of the represented
share present
Votes in favor
（electronic votes）		 129,008,426
（108,796,402）		 99.47％
Votes against
（electronic votes）		 120,505
（120,505）		 0.09％
Invalid Votes
（electronic votes）		 0
（0）		 0.00％
Votes abstained/Not Voted
（electronic votes）		 555,250
（555,250）		 0.42％

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Proposal 5 Proposed by the Board of Directors

Proposal ： The election of the Company’s directors, please proceed.

Explanation ： I. The Company's current term of directors will expire on June 20, 2022; therefore, the Company proposes to re-elect all directors prior to the annual general meeting of shareholders this year.

II. Nine directors (including three independent directors) will be elected. The terms of office of the Directors to be elected shall be three years, commencing on June 17, 2022 and expiring on June 16, 2025. The Company adopts a candidate nomination system, and shareholders shall elect the directors from the list of director (independent director) candidates.

III. The list of director candidates was reviewed and approved by the Board of Directors at their meeting on May 5, 2022. Please refer to Attachment 8for their education qualifications, experience and other relevant information.

IV. Please proceed to vote.

Resolution ： The elected directors (including independent directors) are as follows ：

Title Name Elected
Direct Representative of Foxlink International Investment
Ltd.：T.C. Gou		 136,762,968
Direct Representative of Foxlink International Investment
Ltd.：: Kufn Lin		 135,597,756
Direct Representative of Hsin Hung International Investment
Co., Ltd.：Jeffrey Cheng		 135,476,717
Direct Representative of Hsin Hung International Investment
Co., Ltd.：Hwee Kian Lim		 135,544,671
Direct Representative of Taiwan Foxlink Investment Co.,
Ltd.：Wilson Hu		 135,580,260
Direct Representative of Taiwan Foxlink Investment Co.,
Ltd.：Semi Wang		 135,572,265
Independent
director		 Ralph Chen 114,625,382
Independent
director		 Chen-Rong Chiang 113,572,717
Independent
director		 Wei-Lin Wang 113,492,017

Proposal 6 Proposed by the Board of Directors

Proposal ： The release of non-competition restrictions for newly elected directors and their representatives of the Company; please discuss.

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  • Explanation ： I. Article 209 (1) of the Company Act stipulates that "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval".

  • II. The Company proposed to release the non-competition restrictions for newly elected directors and their representatives in other companies in the same industry to be approved by the shareholders' meeting.

  • III. Please refer to Attachment 9 for the information on the release of non-competition restrictions.

Resolution ： The above proposal is and hereby was approved as proposed.

  • Voting Results ： Shares present at the time of voting:129,684,181(including

109,472,157shares from electronic voting).

Voting Results Voting Results % of the represented
share present
Votes in favor
（electronic votes）		 128,841,939
（108,629,915）		 99.35％
Votes against
（electronic votes）		 177,302
（177,302）		 0.13％
Invalid Votes
（electronic votes）		 0
（0）		 0.00％
Votes abstained/Not Voted
（electronic votes）		 664,940
（664,940）		 0.51％

III. Extempore Motions ： None

IV. Adjournment ： The meeting was adjourned at am 09:30

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Attachment 1

FIT Holding Co., Ltd.

Business Report

The consolidated operating income of the Company in 2021 was NT$11,241,928 thousand, a increase of 59.38% compared with NT$7,053,361 thousand in 2020. The net profit after tax attributable to the parent company in 2021 was NT$434,012 thousand, an increase of 419.16% from the NT$83,599 thousand net profit after tax attributable to the parent company in 2020; This is mainly due to the significant increase in profit from our subsidiaries Foxlink Image and Shinfox Energy, and also due to the reduction in loss from the team effort made by Glory Science. As the vaccination coverage reaches a high level worldwide, people' lives are gradually back to normal, while the influence of the pandemic on the real economy diminishes, it is expected that the Company's operating results for this year will be very promising; therefore, I would like to thank all employees and shareholders for your contribution and support to the Company over the past year.

The important strategic growth of the Group’s next stage is still a focus on the fields of "clean energy" and "energy saving and carbon reduction". The Company is striving for a layout in the green energy and carbon reduction industry. At present, the Group comprises Shifeng Power in charge of hydropower, Shinfox Energy in charge of land wind power and solar power plant turnkey projects and maintenance, and Fuwei Energy in charge of offshore wind power and solar power plant investment, development and operation; Xinxin Natural Gas has obtained the import permit of liquefied natural gas (LNG) to improve air pollution and serve as a cleaner alternative fuel, and it is estimated that the supply operations of the first batch of imported natural gas will be completed by the end of August 2021; Fuwei Power offers green power trading and integrates energy-saving services and power services such as energy storage system to form a comprehensive energy service platform through e-commerce. Junezhe Co., Ltd. was established in February 2021. Its main business is dredging of reservoirs to stabilize water supply and solve the water shortage problem in Taiwan. Jiuwei Power Co., Ltd. was established in November 2021, and it is mainly responsible for the development, construction and operation of natural gas power plant.FIT Group is looking forward to creating a sustainable living environment, building competitiveness for new energy and energy saving industries, and contributing to the wellbeing of the earth.

The Company will thrive on a stable basis and create greater profits for shareholders. Therefore, we need to be prepared to face challenges and solve problems, so as to ensure the growth of the Company's revenue and profit. Lastly, I hope that all shareholders can continue to support and encourage the Company, and I wish all shareholders the best of everything.

Chairman T.C. Gou

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I. 2021 Business Results

(1) Implementation Results of Business Plan

Financial report prepared in accordance with the law

Unit: NT$ thousand

item
Operatingincome
Operatingcost
Operatingmargin
Operatingexpenses
Operatingloss
Non-operating income
and expenses
Netprofit before tax
Netprofit for theperiod
Net profit attributable to
theparent company		 2021 2020 Growth rate
11,241,928 7,053,361 59.38%
9,418,926 6,168,735 52.69%
1,823,002 884,626 106.08%
1,195,161 1,105,280 8.13%
627,841 (220,654) 384.54%
221,759 512,107 (56.70%)
849,600 291,453 191.50%
626,231 179,775 248.34%
434,012 83,599 419.16%

==> picture [68 x 32] intentionally omitted <==

(2) Budget Execution Ability

The Company did not prepare the 2021 financial forecast, so it is not applicable.

(3) Profitability Analysis

Year Year 2021 2020
Return on assets(%) 3.02 1.20
Return on shareholders'
equity (%)		 6.21 2.39
Percentage
of paid-in
capital (%)		 Operating
profit		 25.5 (8.96)
Net profit
before tax		 34.5 11.84
Netprofit rate(%) 5.57 2.55
Basic earnings per share
(NT$) (note)		 1.76 0.34

Note: The ratios above are based on the figures in the consolidated financial statements, and the earnings per share are calculated based on the number of shares after retrospective adjustment.

(4) Research development status

3C components:

  1. Patent application.

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  1. Mold technology and molding technology.

  2. Improved automation capabilities.

  3. Process efficiency and yield.

  4. Research and development of new materials.

  5. Optical design capability development.

  6. Optical inspection capability development.

  7. Mold flow and big data analysis capability development.

  8. Development and application of new technologies and new products.

  9. Application and cooperative development of other optical products.

3C retail and peripheral products:

  1. The Company has been developing biometrics in response to the demand for no password authentication on the operating systems used by the leading technology providers, and has launched fingerprint authentication-related products including products that support Windows Hello, Fido2 authentication device key, fingerprint authentication SSD, and cryptocurrency hardware wallet with fingerprint identification for mining and the NFT users to meet the consumer demand in the market. We plan to use NFT to issue fingerprint recognition hardware wallets and integrate with real stores to develop a diversified business ecosystem by offering membership cards and discounted NFT in the future.

  2. In response to the needs of the fast charging market, a series of fast charging products have been launched, including fast chargers with output requirements of GaN100W, 65W, 30W and 24W. At the same time, the Company will develop fast charging products such as the 140W for PD3.1 protocol and fast chargers with HDMI ports in the future to meet the demand for charging multiple devices simultaneously and display ports. The unique PPS function allows the fast charging product to automatically adjust the maximum output according to the user's device, significantly increasing the charging efficiency and extending the battery life.

  3. A 10000mAh/20000mAh PD 20W portable power bank has been launched, and a high-output power bank is planned to be developed in the future, which can provide mobile charging requirements for laptops, tablets and small laptops.

  4. The Company has launched high-performance, high-capacity SSDs for the gaming market by collaborating with brands that specialize in gaming sales to support the high-performance requirements for console and PC gaming.

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Energy service management:

  1. Development of the renewable energy and clean energy markets.

  2. The project contracting business of power plants and the improvement of the operation efficiency of power plant maintenance and operation.

System and peripheral products:

  1. Participation in the development process of customers' new products to provide customers with various solutions and technical support.

  2. We are also actively striving to cultivate R&D talents across the strait, including talents of software, firmware, optics, electronics and institutions, strengthening on-the-job training, and enriching the capability of the R&D team.

  3. Comprehensively promoting the control of prohibited substances to meet environmental protection needs, promoting lead-free products and developing materials and products that meet environmental protection requirements.

  4. Continuing to develop products of digital imaging and automatic paper feeder modules, and actively investing in mold development to increase the Company's core mold technology, enhance mold competitiveness, and strengthen one-stop service to customers.

  5. Establishing a complete testing center to provide rapid testing and verification services during the R&D phase to improve product design quality.

II. Summary of 2022 Business Plan

(1) Business policy

After the establishment of the Company, Glory Science Co., Ltd., Power Quotient International and Foxlink Image Technology can further strengthen the advantages in their respective professional fields; later, Shifeng Power and Shinfox Energy will get on board to get a foothold in the energy service field. Under the complementation, sharing and full cooperation in marketing, procurement and R&D resources, we will integrate the resources of each company, give full play to the advantages of integrated marketing; after vertically integrating upstream and downstream products, the Company will expand the scale of operations, increase economic benefits, and improve the overall operating performance and competitive capability, so as to expand the space for the future growth of each entity. At the same time, we expect to gain commanding heights and new opportunities for the future development and sustainable operation of the optoelectronic, communication and digital imaging industries, in order to provide customers with better, efficient and comprehensive services, so as to create the Company's best operating

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performance and seek the maximum profit for shareholders.

The Company assists in the integration of resources within the Group, so that each business entity can focus on its business, while taking into account the flexibility and efficiency of independent operation and development, and improve the efficiency of corporate division of labor.

  • (2) Expected sales volume and estimation basis

The Group’s products are mainly consumer electronics products. As the industry growth trend of mobile phone lens modules and optical connectors remains unchanged, and the system and peripheral product industries are actively expanding customers and developing new products, the sales volume of each product is expected to reach a trend of stable growth. In terms of energy services, it is mainly energy-saving services, equipment maintenance services, and solar engineering design and development services, the sales volume of which cannot be calculated.

  • (3) Important production and marketing policies

The Group will enhance its internal management capabilities to reduce various production costs, continue to expand production capacity, actively cultivate talents, strengthen employee training, make good use of group resources, provide customers with the best service and technical resources, and establish a good cooperative relationship with customers to achieve a win-win goal.

III. Future Company Development Strategy

The subsidiaries of the Group further strengthen the advantages in their respective professional fields, and under the complementation, sharing and full cooperation in marketing, procurement and R&D resources, integrate the resources of each company, give full play to the advantages of integrated marketing; after vertically integrating upstream and downstream products, the Company will expand the scale of operations, increase economic benefits, and improve the overall operating performance and competitive capability, so as to expand the space for the future growth of each entity. At the same time, we expect to gain commanding heights and new opportunities for the future development and sustainable operation of the optoelectronic, communication and digital imaging industries, in order to provide customers with better, efficient and comprehensive services, so as to create the Company's best operating performance and seek the maximum profit for shareholders.

IV. Impact from External Competition, Legal Environment and Overall Business Environment

In the face of the rapidly changing industry and business environment, the Group will strengthen its management and promote its operation efficiency, and improve the Company's operation with a more positive attitude and service. In

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addition to the continuous control of fixed management and marketing costs, we also use the relevant resources of the Group to develop and produce products, so as to strengthen the cost competitiveness and timeliness of our products. In combination with the technical guidance of the Group, we will develop forward-looking products, strengthen product differentiation and enhance competitiveness. Green energy is supported by current policies and decrees, and will bring a greater vision to the FIT Group.

Person in charge: T.C. Gou Manager: T.C. Gou Head of accounting: Kufn Lin

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Attachment 2

Audit Committee’s Review Report

The board of directors of the Company prepared and submitted the business report, financial statements and earnings distribution proposal for 2021. The financial statements were already audited by PwC Taiwan, and the Independent Auditor’s Report was issued accordingly. The above-mentioned business report, financial statements and earnings distribution schedule have been reviewed by the Audit Committee, with no discrepancy detected. Therefore, this report is issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act; kindly review and approve.

FIT Holding Co., Ltd.

Convener of Audit Committee: Ralph Chen

Match 24, 2022

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Attachment3

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 21005347

To the Board of Directors and Shareholders of FIT Holding Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of FIT Holding Co., Ltd. and subsidiaries (the “Group”) as at December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report(s) of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Group’s

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consolidated financial statements of the year ended December 31, 2021 are stated as follows:

Recognition of construction revenue - assessment on the stage of completion

Description

Please refer to Note 4(29) for accounting policy on construction contracts; Note 5(2) for the uncertainty of critical judgement, accounting estimates and assumptions applied to construction contracts and Note 6(24) for details of contract assets and contract liabilities, which amounted to NT$3,216,453 thousand and NT$2,293 thousand, respectively, as of December 31, 2021.

The Group’s construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably, revenue should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by the proportion of contract costs incurred for the construction performed as of the financial reporting date to the estimated total costs for the construction contract. The aforementioned estimated total costs are assessed by the management based on the different nature of constructions and the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses. As the estimate of total cost affects the stage of completion and the recognition of construction revenue, the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, we consider the assessment on the stage of completion which was applied on construction revenue recognition as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter on the stage of completion:

  • A. Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.

  • B. Assessed and tested the internal controls used by the management to recognise construction revenue based on the stage of completion, including checking the supporting documents of additional or reduced constructions and significant constructions performed in the period.

  • C. Sampled and tested the subcontracts that have been assigned, and assessed the basis and reasonableness of estimating costs for those that have not been assigned.

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  • D. Performed substantive procedures relating to the year-end construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.

Valuation of goodwill impairment

Description

Please refer to Note 4(20) for accounting policies on impairment loss on non-financial assets, Note 5(2) for the uncertainty of accounting estimates and assumptions applied to goodwill impairment valuation, and Note 6(13) for details of intangible assets.

The amount of goodwill was generated from the acquisition of subsidiaries, Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd.. The Company valued the impairment of goodwill through the discounted cash flow method which measures the cash generating unit’s recoverable amount. As the assumptions of expected future cash flows involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of goodwill impairment was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained the external appraisal report on impairment valuation and examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  • B. Assessed that the valuation model used in the appraisal report was widely used and appropriate.

  • C. Assessed the reasonableness of significant assumptions (including expected growth rate and discount rate) applied in the appraisal report.

Valuation of property, plant and equipment impairment

Description

Please refer to Note 4(20) for accounting policies on impairment loss on non-financial assets, Note 5(2) for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment impairment valuation, and Note 6(9) for details of property, plant and equipment.

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As the 3C components’ life cycles are relatively short and the market is highly competitive, there is a high risk of property and equipment incurring an impairment loss. The Company’s subsidiaries valued the impairment of the cash generating unit’s property, plant and equipment which had an indication of impairment. We mainly relied on the external appraisal report. As the external appraisal report on impairment valuation involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of property, plant and equipment impairment was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  • B. Verified whether the list of properties for the external appraiser is correct.

  • C. Assessed that the valuation method used in the appraisal report was appropriate.

  • D. Tested the external appraisal report’s valuation basis adequacy.

Other matter - Reference to the reports of other auditors

We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates and the information disclosed in Note 13, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$212,883 thousand, constituting 0.87% of the consolidated total assets as at December 31, 2021, and the share of loss of associates and joint ventures accounted for under the equity method amounted to NT($2,358) thousand, constituting (2.41%) of the total comprehensive income for the year then ended.

Other matter-Parent company only financial reports

We have audited and expressed an unqualified opinion and an unqualified opinion with an other matters section on the parent company only financial statements of FIT Holding Co., Ltd. as at and for the years ended December 31, 2021 and 2020, respectively.

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Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

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

As part of an audit in accordance with the generally accepted auditing standards 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 consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk

19

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.

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

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

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

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

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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.

20

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.

Lin, Se-Kai Liang Yi Chang For and on Behalf of PricewaterhouseCoopers, Taiwan March 24, 2022

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for[the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the ] translation.

21

FIT Holding Co., Ltd. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets Notes
6(1)
6(4) and 8
6(24)
6(5)
6(5)
7
6(6)
6(7)
6(15)
8
6(3)
6(4) and 8
6(8)
6(9) and 8
6(10)
6(12)
6(13)
6(30)
6(14) and 8		 December 31, 2021
AMOUNT
%
$
4,968,346
20
2,096,938
8
3,216,453
13
4,259
-
1,145,867
5
51,547
-
54,757
-
2,204
-
1,359,049
6
2,617,461
11
15,599
-
36,744
-
15,569,224
63
2,098,520
8
19,140
-
878,483
4
3,469,151
14
552,434
2
400,811
2
966,092
4
234,941
1
213,290
1
141,750
1
8,974,612
37
$
24,543,836
100		 December 31, 2020 December 31, 2020
AMOUNT
$
4,968,346
2,096,938
3,216,453
4,259
1,145,867
51,547
54,757
2,204
1,359,049
2,617,461
15,599
36,744
15,569,224
2,098,520
19,140
878,483
3,469,151
552,434
400,811
966,092
234,941
213,290
141,750
8,974,612
$
24,543,836		 AMOUNT
$
5,148,889
5,574,504
104,591
4,846
895,437
394,721
8,061
-
867,146
401,542
-
43,292
13,443,029
2,345,419
19,091
1,017,177
3,411,488
574,928
391,072
985,094
339,752
162,580
117,379
9,363,980
$
22,807,009		 %
Current assets
1100
Cash and cash equivalents
1136
Current financial assets at amortised
cost
1140
Current contract assets
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1220
Current tax assets
130X
Inventory
1410
Prepayments
1460
Non-current assets or disposal groups
classified as held for sale, net
1470
Other current assets
11XX
Current Assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for business facilities
1990
Other non-current assets, others
15XX
Non-current assets
1XXX
Total assets		 23
24
-
-
4
2
-
-
4
2
-
-
59
10
-
4
15
3
2
4
1
1
1
41
100

(Continued)

22

FIT Holding Co., Ltd. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Liabilities and Equity December 31, 2021
Notes
AMOUNT
%
6(16)
$
3,086,000
13
6(17)
1,596,522
6
6(24)
383,882
2
150
-
2,732,866
11
7
5,317
-
6(18)
758,134
3
7
29,869
-
173,693
1
7
61,639
-
6(19)
302,694
1
162,645
1
9,293,411
38
6(19)
2,775,173
11
6(30)
177,731
1
7
254,886
1
52,117
-
3,259,907
13
12,553,318
51
6(21)
2,462,421
10
6(22)
4,890,319
20
6(23)
8,985
-
8,361
-
427,826
2
(
220,768) (
1)
7,577,144
31
4,413,374
18
11,990,518
49
9
11
$
24,543,836
100		 December 31, 2020 December 31, 2020
AMOUNT
$
3,129,800
307,237
640,316
155
982,146
22,070
618,327
4,037,439
29,029
70,164
502,471
203,411
10,542,565
3,542,047
252,107
266,888
26,147
4,087,189
14,629,754
2,462,421
4,198,013
-
8,361
89,848
299,956
7,058,599
1,118,656
8,177,255
$
22,807,009		 %
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2220
Other payables to related parties
2230
Current income tax liabilities
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Current Liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Total unappropriated retained
earnings
Other equity interest
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities
Significant events after the balance
3X2X
Total liabilities and equity		 14
1
3
-
4
-
3
18
-
-
2
1
46
16
1
1
-
18
64
11
19
-
-
-
1
31
5
36
100

The accompanying notes are an integral part of these consolidated financial statements.

23

FIT Holding Co., Ltd. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Items YearendedDecember 31
2021
2020
Notes
AMOUNT
%
AMOUNT
%
6(24) and 7
$
11,241,928
100
$
7,053,361
100
6(6)(29) and 7
(
9,418,926) (
84) (
6,168,735) (
87)
1,823,002
16
884,626
13
6(29)
(
195,416) (
2) (
222,319) (
3)
(
603,111) (
5) (
498,526) (
7)
(
395,088) (
3) (
383,683) (
6)
12(2)
(
1,546)
- (
752)
-
(
1,195,161) (
10) (
1,105,280) (
16)
627,841
6 (
220,654) (
3)
6(25)
41,084
-
30,038
-
6(26)
145,258
1
200,938
3
6(27)
96,074
1
316,501
5
6(28) and 7
(
120,652) (
1) (
107,403) (
2)
59,995
1
72,033
1
221,759
2
512,107
7
849,600
8
291,453
4
6(30)
(
223,369) (
2) (
111,678) (
1)
$
626,231
6
$
179,775
3
4000
Sales revenue
5000
Operating costs
5900
Gross profit
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expect credit loss
6000
Total operating expenses
6900
Operating profit (loss)
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and
joint ventures accounted for using
equity method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

24

FIT Holding Co., Ltd. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Items Year ended December 31
2021
2020
Notes
AMOUNT
%
AMOUNT
6(20)
$
5,994
-
$
7,786
6(3)
(
473,948) (
4)
41,754
-
-
20
6(30)
(
1,199)
- (
1,557)
(
469,153) (
4)
48,003
(
75,883) (
1) (
27,551)
1,143
-
480
6(30)
15,447
-
4,658
(
59,293) (
1) (
22,413)
($
528,446) (
5) $
25,590
$
97,785
1
$
205,365
$
434,012
4
$
83,599
192,219
2
96,176
$
626,231
6
$
179,775
($
99,017) (
1) $
111,706
196,802
2
93,659
$
97,785
1
$
205,365
6(31)
$
1.76
$
$
1.76
$		 Year ended December 31 Year ended December 31
2021 2020
%
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Other comprehensive income, before
tax, actuarial gains (losses) on
defined benefit plans
8316
Unrealised gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
8320
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will not
be reclassified to profit or loss
8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
8310
Components of other
comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operations
8370
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will be
reclassified to profit or loss
8399
Income tax relating to the
components of other comprehensive
income
8360
Components of other
comprehensive income that will be
reclassified to profit or loss
8300
Other comprehensive income for the
year
8500
Total comprehensive income for the
year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Total
Comprehensive income attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Total
Earinings per share
9750
Basic earnings per share (in dollars)
9850
Diluted earnings per share (in
dollars)		 -
-
-
-
-
-
-
-
-
-
3
1
2
3
2
1
3
0.34
$ 0.34

The accompanying notes are an integral part of these consolidated financial statements.

25

FIT Holding Co., Ltd. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Equity attributable to owners of the parent

Year 2020
Balance at January 1, 2020
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Adjustments to share of changes in equity of associates and
joint ventures accounted for using the equity method
Capital surplus used to cover accumulated deficits
Changes in non-controlling interest
Compensation costs
Balance at December 31, 2020
Year 2021
Balance at January 1, 2021
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Adjustments to share of changes in equity of associates and
joint ventures accounted for using the equity method
Cash dividends paid by additional paid-in capital
Legal reserve
Cash dividends to shareholders
Changes in non-controlling interest
Compensation costs
Disposal of equity investments at fair value through other
comprehensive income
Balance at December 31, 2021		 Notes Share capital -
common stock		 Total capital
surplus, additional
paid-in capital		 Retained Earnings Other equityinterest Other equityinterest Other equityinterest Total Non-controlling
interest		 Total equity
Legal reserve Special reserve Total
unappropriated
retained earnings
(accumulated
deficit)		 Financial
statements
translation
differences of
foreign operations		 Unrealised gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
6(22)
6(22)
6(22)
6(23)
6(23)
6(32)
6(3)		 $ 2,462,421
-
-
-
-
-
-
-
$ 2,462,421
$ 2,462,421
-
-
-
-
-
-
-
-
-
-
$ 2,462,421		 $ 4,237,390
-
-
-
59,741
(
281,965 )
182,847
-
$ 4,198,013
$ 4,198,013
-
-
-
4,858
(
172,370 )
-
-
859,818
-
-
$ 4,890,319		 $
-
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
8,985
-
-
-
-
$
8,985		 $
8,361
-
-
-
-
-
-
-
$
8,361
$
8,361
-
-
-
-
-
-
-
-
-
-
$
8,361		 ($
281,965 )
83,599
6,249
89,848
-
281,965
-
-
$
89,848
$
89,848
434,012
4,795
438,807
(
871 )
-
(
8,985 )
(
73,873 )
-
-
(
17,100 )
$
427,826		 ($
219,533 )
-
(
19,896 )
(
19,896 )
-
-
-
-
($
239,429 )
($
239,429 )
-
(
63,876 )
(
63,876 )
-
-
-
-
-
-
-
($
303,305 )		 $
497,631
-
41,754
41,754
-
-
-
-
$
539,385
$
539,385
-
(
473,948 )
(
473,948 )
-
-
-
-
-
-
17,100
$
82,537		 $ 6,704,305
83,599
28,107
111,706
59,741
-
182,847
-
$ 7,058,599
$ 7,058,599
434,012
(
533,029 )
(
99,017 )
3,987
(
172,370 )
-
(
73,873 )
859,818
-
-
$ 7,577,144		 $
159,850
96,176
(
2,517 )
93,659
-
-
864,920
227
$ 1,118,656
$ 1,118,656
192,219
4,583
196,802
-
-
-
-
3,092,180
5,736
-
$ 4,413,374		 $ 6,864,155
179,775
25,590
205,365
59,741
-
1,047,767
227
$ 8,177,255
$ 8,177,255
626,231
(
528,446 )
97,785
3,987
(
172,370 )
-
(
73,873 )
3,951,998
5,736
-
$ 11,990,518

The accompanying notes are an integral part of these consolidated financial statements.

26

FIT Holding Co., Ltd. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Expected credit loss

Depreciation (including investment property and
right-of-use

Amortisation

Loss on disposal of property, plant and equipment

Financial assets at fair value through profit or loss

Share of profit of associates and joint ventures
accounted for using the equity method
Gain on disposal of investments

Interest expense

Interest income

Dividend income

Compensation cost
Deferred government grants revenue recognised

Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss -
current
Current contract assets
Notes receivable, net
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Increase in other payables to related parties
Other current liabilities
Cash (outflow) inflow generated from operations
Interest received
Interest paid
Dividend received
Income tax paid
Net cash flows (used in) from operating activities		 YearendedDecember 31
Notes
2021
2020
$
849,600
$
291,453
12(2)
1,546
752
6(27)(29)
398,577
469,758
6(29)
13,335
15,823
6(27)
(
21 )
1,555
6(2)(27)
-
(
1,387 )
(
59,995 ) (
72,033 )
6(27)
(
112,689 ) (
266,613 )
6(28)
120,652
107,403
6(25)
(
41,084 ) (
30,038 )
6(26)
(
72,193 ) (
72,193 )
5,736
227
6(27)
(
7,709 ) (
11,233 )
-
129,202
(
3,111,862 )
65,401
587
3,790
(
251,976 )
176,357
343,174
(
348,424 )
(
45,451 ) (
4,900 )
(
491,903 )
284,696
(
2,215,919 )
114,769
9,139
83,757
(
256,434 )
360,774
(
5 ) (
3,118 )
1,750,720
(
321,197 )
(
16,753 ) (
96,137 )
93,610
246,787
(
7,570 )
4,104
(
40,766 )
50,730
(
3,145,654 )
1,180,065
39,839
32,365
(
120,616 ) (
107,214 )
72,193
168,111
(
25,861 ) (
15,995 )
(
3,180,099 )
1,257,332

(Continued)

27

FIT Holding Co., Ltd. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Increase in financial assets at amortised cost
Acquisition of investments accounted for using the equity
method
Proceeds from disposal of investments accounted for
using the equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets

Increase in prepayments for business facilities
Increase in refundable deposits
Cash received due to disposal of subsidiaries
Proceeds from capital reduction of investments accounted
for using equity method
Increase (decrease) in other non-current assets
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term borrowings
Increase (decrease) in short-term notes payable
Increase in long-term borrowings
Decrease in long-term borrowings
Repayment of lease liabilities
Increase in other payables to related parties
Increase in guarantee deposits received
Increase (decrease) in other non-current liabilities
Cash dividends paid

Cash dividends paid by additional paid-in capital

Disposal of subsidiaries

Subsidiary's cash dividends paid
Changes in non-controlling interest

Net cash flows (used in) from financing activities
Changes in foreign currency exchange
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 YearendedDecember 31
Notes
2021
2020
$
128,776
$
-
3,477,517
(
4,085,922 )
(
216,760 ) (
210,000 )
138,721
73,620
(
364,300 ) (
894,071 )
6(9)
2,397
3,089
6(13)
(
3,810 ) (
3,431 )
(
57,205 )
-
(
7,535 )
4,830
-
441,275
-
342,528
(
16,836 )
4,612
3,080,965
(
4,323,470 )
20,404,954
23,994,140
(
20,448,754 ) (
22,861,084 )
1,289,285 (
7,721 )
6,587,792
6,369,016
(
7,554,444 ) (
5,915,480 )
(
87,721 ) (
75,122 )
(
4,000,000 )
4,000,000
17,969
-
15,710
6,702
6(23)
(
73,873 )
-
6(22)
(
172,370 )
-
6(32)
802,809
-
(
55,396 )
-
6(32)
3,204,585
1,047,767
(
69,454 )
6,558,218
(
11,955 ) (
163,495 )
(
180,543 )
3,328,585
5,148,889
1,820,304
$
4,968,346
$
5,148,889

The accompanying notes are an integral part of these consolidated financial statements.

28

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of FIT HOLDING CO., LTD.

Opinion

We have audited the accompanying parent company only balance sheets of FIT HOLDING CO., LTD. as at December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of FIT HOLDING CO., LTD. as at December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of FIT HOLDING CO., LTD. in accordance with the Code of Professional Ethics for Certified Public Accountants in the 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 for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

29

The balance of investments accounted for under the equity method recognized amounted to

NT$8,643,898 thousand, constituting 95% of the Company’s total assets as at December 31, 2021, and the investment profit (shown as operating revenue) amounted to NT$512,752 thousand. Please refer to Note 4(7) for accounting policies on investments accounted for under the equity method and Note 6(1) for details of investments accounted for under the equity method. As the amounts are material to the parent company only financial statements of the Company, the investments accounted for under equity method - recognition of construction revenue - assessment on the stage of completion, investments accounted for under equity method - valuation of goodwill impairment and investments accounted for under equity method -valuation of property, plant and equipment impairment were identified as key audit matters.

Key audit matters for FIT HOLDING CO., LTD. parent company only financial statements of the current period are stated as follows:

Recognition of construction revenue - assessment on the stage of completion Description

Please refer to Note 4(29) for accounting policy on construction contracts; Note 5(2) for the uncertainty of critical judgement, accounting estimates and assumptions applied to construction contracts and Note 6(24) for details of contract assets and contract liabilities, which amounted to NT$3,216,453 thousand and NT$2,293 thousand, respectively, as of December 31, 2021.

The construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably, revenue should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by the proportion of contract costs incurred for the construction performed as of the financial reporting date to the estimated total costs for the construction contract. The aforementioned estimated total costs are assessed by the management based on the different nature of constructions and the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses. As the estimate of total cost affects the stage of completion and the recognition of construction revenue, the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, we consider the assessment on the stage of completion which was applied on construction revenue recognition as a key audit matter.

30

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter on the stage of completion:

  • A. Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.

  • B. Assessed and tested the internal controls used by the management to recognise construction revenue based on the stage of completion, including checking the supporting documents of additional or reduced constructions and significant constructions performed in the period.

  • C. Sampled and tested the subcontracts that have been assigned, and assessed the basis and reasonableness of estimating costs for those that have not been assigned.

  • D. Performed substantive procedures relating to the year-end construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.

Investments accounted for under equity method - Valuation of goodwill impairment Description

Please refer to Note 4(20) in the consolidated financial statements for accounting policies on impairment loss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to goodwill impairment valuation, and Note 6(13) in the consolidated financial statements for details of intangible assets. The amount of goodwill was generated from the acquisition of subsidiaries, Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd.. The Company valued the impairment of goodwill through the discounted cash flow method which measures the cash generating unit’s recoverable amount. As the assumptions of expected future cash flows involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of goodwill impairment was identified as a key audit matter.

31

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained the external appraisal report on impairment valuation and examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  • B. Assessed that the valuation model used in the appraisal report was widely used and appropriate.

  • C. Assessed the reasonableness of significant assumptions (including expected growth rate and discount rate) applied in the appraisal report.

Investments accounted for under equity method - Valuation of property, plant and equipment impairment

Description

Please refer to Note 4(20) in the consolidated financial statements for accounting policies on impairmentloss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment impairment valuation, and Note 6(9) in the consolidated financial statements for details of property, plant and equipment. As the 3C components’ life cycles are relatively short and the market is highly competitive, there is a high risk of plant and equipment incurring an impairment loss. The Company’s subsidiaries valued the impairment of the cash generating unit’s property, plant and equipment which had an indication of impairment. We mainly relied on the external appraisal report. As the external appraisal report on impairment valuation involved subjective judgement, various assumptions and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of property, plant and equipment impairment was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  • B. Verified whether the list of properties for the external appraiser is correct.

  • C. Assessed that the valuation method used in the appraisal report was appropriate.

  • D. Tested the external appraisal report’s valuation basis adequacy.

32

Other matter - Reference to the reports of other auditors

We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates and the information disclosed in Note 13, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$212,883 thousand, constituting 2.34% of the consolidated total assets as at December 31, 2021, and the share of loss of associates and joint ventures accounted for under the equity method amounted to NT($2,358) thousand, constituting (2.38%) of the total comprehensive income for the year then ended.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing FIT HOLDING CO., LTD. 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 FIT HOLDING CO., LTD. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing FIT HOLDING CO., LTD. financial reporting process.

33

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS 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 parent company only financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only 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 FIT HOLDING CO., LTD. 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 FIT HOLDING CO., LTD. ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

34

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

  2. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within FIT HOLDING CO., LTD. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

35

Lin, Se-Kai

Liang Yi Chang

For and on Behalf of PricewaterhouseCoopers, Taiwan March 24, 2022

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

36

FIT HOLDING CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets December 31, 2021
Notes
AMOUNT
%
$
1,532
-
6(2)
227,626
3
7
26,666
-
78
-
3,090
-
258,992
3
6(1)
210,529
2
6(3)
8,643,898
95
8,854,427
97
$
9,113,419
100
6(5)
$
910,000
10
41,722
-
54,515
1
38
-
1,006,275
11
6(6)
530,000
6
530,000
6
1,536,275
17
6(7)
2,462,421
27
6(8)
4,890,319
53
8,985
-
8,361
-
6(9)
427,826
5
(
220,768) (
2)
7,577,144
83
9
11
$
9,113,419
100		 December 31, 2020 December 31, 2020
AMOUNT
$
2,150
-
350,364
89
-
352,603
-
7,876,626
7,876,626
$
8,229,229
$
757,800
12,800
-
30
770,630
400,000
400,000
1,170,630
2,462,421
4,198,013
-
8,361
89,848
299,956
7,058,599
$
8,229,229		 %
Current assets
1100
Cash and cash equivalents
1136
Current financial assets at amortised
cost
1210
Other receivables - related parties
1410
Prepayments
1470
Other current assets
11XX
Current Assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1550
Investments accounted for under
equity method
15XX
Non-current assets
1XXX
Total assets
Liabilities and Equity		 -
-
4
-
-
4
-
96
96
100
9
-
-
-
Current liabilities
2100
Short-term borrowings
2200
Other payables
2230
Current income tax liabilities
2300
Other current liabilities
21XX
Current Liabilities
Non-current liabilities
2540
Long-term borrowings
25XX
Non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Total unappropriated retained
earnings (accumulated deficit)
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity
9
5
5
14
30
51
-
-
1
4
86
100

The accompanying notes are an integral part of these parent company only financial statements.

37

FIT HOLDING CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Items Year ended December 31
2021
2020
Notes
AMOUNT
%
AMOUNT
6(3)
$
512,752
100
$
102,367
6(3)
-
-
-
512,752
100
102,367
6(11)
(
42,691 ) (
8) (
24,917) (
(
42,691 ) (
8) (
24,917) (
470,061
92
77,450
7
7,845
1
1,536
6(10)
973
-
2,015
(
2,276 )
-
12,054
(
14,563 ) (
3) (
9,456) (
462,040
90
83,599
6(12)
(
28,028 ) (
5)
-
$
434,012
85
$
83,599
($
469,153 ) (
92) $
48,003
(
469,153 ) (
92)
48,003
(
63,876 ) (
12) (
19,896) (
(
63,876 ) (
12) (
19,896) (
($
533,029 ) (
104) $
28,107
($
99,017 ) (
19) $
111,706
6(13)
$
1.76
$
$
1.76
$		 Year ended December 31 Year ended December 31 Year ended December 31 %
100
-
100

24)

24)
76
1
2
12

9)
82
-
82
47
47

20)

20)
27
109
0.34
0.34
2021 %
100
-
100

8) (

8) (
92
1
-
-

3) (
90

5)
85

92)

92)

12) (

12) (

104)

19)
1.76
1.76		 2020
AMOUNT
$
102,367
-
102,367

24,917) (

24,917) (
77,450
1,536
2,015
12,054

9,456) (
83,599
-
$
83,599
$
48,003
48,003

19,896) (

19,896) (
$
28,107
$
111,706
$
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6200
General & administrative expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8330
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will not
be reclassified to profit or loss
8310
Components of other
comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8380
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will be
reclassified to profit or loss
8360
Components of other
comprehensive income that will be
reclassified to profit or loss
8300
Other comprehensive income for the
year
8500
Total comprehensive income for the
year
9750
Total basic earnings per share (in
dollars)
9850
Total diluted earnings per share (in
dollars)
$ $

The accompanying notes are an integral part of these parent company only financial statements.

38

FIT HOLDING CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Year 2020
Year 2020
Profit
Other comprehensive income (loss)
Total comprehensive income
Capital surplus used to cover accumulated deficits
Adjustments to share of changes in equity of
associates and joint ventures accounted for using the
equity method
Changes in investees' capital increase not recognized
by shareholding percentage
Capital surplus, difference between consideration and
carrying amount of subsidiaries acquired or disposed
Year 2020
Year 2021
Year 2021
Profit
Other comprehensive income (loss)
Total comprehensive income
Adjustments to share of changes in equity of
associates and joint ventures accounted for using the
equity method
Cash dividends paid from additional paid-in capital
Legal reserve
Cash dividends
Changes in investees' capital increase not recognized
by shareholding percentage
Capital surplus, difference between consideration and
carrying amount of subsidiaries acquired or disposed
Disposal of investments in equity instruments at fair
value through other comprehensive income
Year 2021		 Notes Share capital - common
stock		 Total capital surplus,
additionalpaid-in capital		 Retained Earnings Other equityinterest Other equityinterest Other equityinterest Total
Legal reserve Special reserve Total unappropriated
retained earnings
(accumulated deficit)		 Financial statements
translation differences of
foreign operations		 Unrealised gains (losses)
from financial assets
measured at fair value
through other
comprehensive income
6(8)
6(8)
6(9)
6(9)		 $
2,462,421
-
-
-
-
-
-
-
$
2,462,421
$
2,462,421
-
-
-
-
-
-
-
-
-
-
$
2,462,421		 $
4,237,390
-
-
-
(
281,965 )
59,741
125,447
57,400
$
4,198,013
$
4,198,013
-
-
-
4,858
(
172,370 )
-
-
712,436
147,382
-
$
4,890,319		 $
-
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
8,985
-
-
-
-
$
8,985		 $
8,361
-
-
-
-
-
-
-
$
8,361
$
8,361
-
-
-
-
-
-
-
-
-
-
$
8,361		 ($
281,965 )
83,599
6,249
89,848
281,965
-
-
-
$
89,848
$
89,848
434,012
4,795
438,807
(
871 )
-
(
8,985 )
(
73,873 )
-
-
(
17,100 )
$
427,826		 ($
219,533 )
-
(
19,896 )
(
19,896 )
-
-
-
-
($
239,429 )
($
239,429 )
-
(
63,876 )
(
63,876 )
-
-
-
-
-
-
-
($
303,305 )
$
497,631
-
41,754
41,754
-
-
-
-
$
539,385
$
539,385
-
(
473,948 )
(
473,948 )
-
-
-
-
-
-
17,100
$
82,537		 $
6,704,305
83,599
28,107
111,706
-
59,741
125,447
57,400
$
7,058,599
$
7,058,599
434,012
(
533,029 )
(
99,017 )
3,987
(
172,370 )
-
(
73,873 )
712,436
147,382
-
$
7,577,144

The accompanying notes are an integral part of these parent company only financial statements.

39

FIT HOLDING CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Share of profit (loss) of associates accounted for
using the equity method

Interest expense
Interest income
Changes in operating assets and liabilities
Changes in operating assets
Other current assets
Changes in operating liabilities
Other payables
Prepayments
Other current liabilities
Cash outflow generated from operations
Interest received
Income taxes paid
Dividend received
Interest paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortised cost
Acquisition of investments accounted for under
the equity method
Increase in other receivables from related parties
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Increase in long-term borrowings
Decrease in long-term borrowings
Cash dividends paid
Cash dividends paid by additional paid-in
capital
Disposal of subsidiaries
Net cash flows from financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 Year ended December 31
Notes
2021
2020
$
462,040
$
83,599
6(3)
(
512,752 ) (
102,367 )
14,563
9,456
(
7,845 ) (
1,536 )
(
1,430 )
-
28,716
8,281
11
(
89 )
8
11
(
16,689 ) (
2,645 )
6,476
1,536
(
468 )
-
412,485
329,988
(
14,357 ) (
9,830 )
387,447
319,049
(
227,626 )
-
(
1,236,760 ) (
210,000 )
350,364 (
350,364 )
(
1,114,022 ) (
560,364 )
152,200
142,800
1,760,000
1,300,000
(
1,630,000 ) (
1,200,000 )
(
73,873 )
-
(
172,370 )
-
690,000
-
725,957
242,800
(
618 )
1,485
2,150
665
$
1,532
$
2,150

The accompanying notes are an integral part of these parent company only financial statements.

40

Attachment 4

FIT Holding Co., Ltd.

Earnings Distribution Table

Year 2021

Year2021 Year2021
Unit: NT$
Item Amount Remarks
Subtotal Total
Undistributed earnings at the
beginningof theperiod		 6,990,920
Add: adjustment of
retained earnings for 2021		 (13,177,059)
Adjusted undistributed
earnings		 (6,186,139)
Add: net profit after tax of
theyear		 434,012,018
Less: legal reserve
allocation		 (42,083,496)
Less: Special reserve
allocation		 (220,767,498)
Distributable earnings 164,974,885
Distribution item:
Cash dividend (123,121,073) NT$0.5per share
Undistributed earnings at the
end of the period		 41,853,812

Note 1: For the Company's earnings distribution, the distributable earnings in 2021 will be allocated first.

Note 2: The dividend distribution is calculated based on 246,242,146 shares outstanding at the time of the resolution of the board meeting on March 24, 2022.

Note 3: According to the Articles of Association of the Company, the earnings will be distributed in cash, and the board meeting is authorized to decide by resolution.

Person in charge: T.C. Gou

Manager: T.C. Gou Head of accounting: Kufn Lin

41

Attachment 5

FIT Holding Co., Ltd.

The Comparison Table of Revised Articles of Corporate Charter (Articles of Incorporation)
Article after revision Article before revision Reason for
revision
Article 6-1: The Company may
repurchase the Company's shares to
transfer to employees, issue new
transfers to employees, issue new
shares,
issue
employee
stock
warrants or issue new restricted
employee shares for the employees
of parent or subsidiaries of the
Company meeting certain specific
requirements.		 It shall be
stipulated in
the Articles of
Incorporation
in
accordance
with Article
167-1,
Paragraph 4,
Article 167-2,
Paragraph 3,
Article 267,
Paragraph 7
and Article 11
of the
Company
Act.
Article 10: Shareholders’ meetings of
the Company are of two types,
namely: (1) regular meetings and (2)
special meetings.
Regular meetings shall be convened,
by the Board of Directors, within six
(6) months after the close of each
fiscal year.
Special meetings shall be convened
in accordance with the relevant laws
and regulations.
The Company may convene a
shareholders'meeting by means of
visual communication network or
other methods promulgated by the
central competent authority.		 Article 10: Shareholders’ meetings of
the Company are of two types,
namely: (1) regular meetings and (2)
special meetings.
Regular meetings shall be convened,
by the Board of Directors, within six
(6) months after the close of each
fiscal year.
Special meetings shall be convened
in accordance with the relevant laws
and regulations.		 The Articles
of
Incorporation
shall stipulate
in
accordance
with Article
172-2 and
Article 356-8
of the
Company
Act.

42

Article after revision Article before revision Reason for
revision
The Company shall be subject to
prescriptions provided for by the
competent authority in charge of
securities
affairs,
including
the
prerequisites, procedures, and other
compliance matters when holding a
virtual shareholders'meeting.
Article 17: The Company shall have
five to nine Directors.
The term of office for Directors shall
be three (3) years, and the lections of
directors of the Company shall be
conducted in accordance with the
candidate nomination system.
There shall beno less than three
independent
directors.
The
shareholders’ meeting shall elect the
directors from among the nominees
listed in the roster of director
candidates. All directors are eligible
for re-election.
The
professional
qualifications,
shareholdings, limits on concurrent
service, nomination and election of
independent directors and other
matters to be followed shall be in
accordance
with
the
relevant
regulations
of
the
competent
authority.
The election of directors shall be
handled in accordance with Article
198 of the Company Act and related
provisions.		 Article 17: The board of directors of
the Company has five to nine seats
of directors for a term of three years.
The candidate nomination system is
adopted,
and
the
number
of
independent directors shall not be
less than two and shall not be less
than one-fifth of the number of
directors.
The shareholders shall
elect from the list of candidates, and
the directors may be re-elected.
The election of directors shall be
handled in accordance with Article
198 of the Company Act and related
provisions.		 To be in line
with the
operating
needs of the
Company.
Article 27: If the Company has an
earnings surplus as evidenced by the
year-end accounting settlement, it
shallpaytaxes and make upfor		 Article 27: If the Company has an
earnings surplus as evidenced by the
year-end accounting settlement, it
shallpaytaxes and make upfor		 To be in line
with the
operating
needs of the

43

Article after revision Article before revision Reason for
revision
losses in accordance with the law
and set aside 10% as a legal
reserve, except when the legal
reserve has reached the Company's
total paid-in capital. In addition, after
setting aside or reversing the special
reservein accordance with the
relevant laws and regulations or
requested
by
the
competent
authority
,
for
the
distributable
earnings, including the undistributed
earnings at the beginning of the
period, the Board of Directors shall
prepare
an
earnings
distribution
proposal and submit it to the
shareholders’ meeting for resolution.
If all or part of the dividend and
bonus or legal reserve and capital
reserve is to be paid in cash, the
board meeting shall be authorized to
make a resolution where the meeting
is attended by more than two-thirds
of the directors and the consent is
obtained from more than half of the
directors present, and the resolution
shall be reported to the shareholders'
meeting.
The Company's dividend policy is to
appropriate no more than 90% of the
Company's distributable earnings in
dividends
to
its
stockholders.
Depending
on
future
capital
expenditure
budget
and
capital
needs, the cash dividends to be paid
by the Company shall not be less
than 20% of the total dividends.		 losses in accordance with the law
and set aside 10% as a legal
reserve, except when the legal
reserve has reached the Company's
total
paid-in
capital.
for
the
distributable earnings, including the
undistributed
earnings
at
the
beginning of the period, the Board of
Directors shall prepare an earnings
distribution proposal and submit it to
the
shareholders’
meeting
for
resolution.
If all or part of the dividend and
bonus or legal reserve and capital
reserve is to be paid in cash, the
board meeting shall be authorized to
make a resolution where the meeting
is attended by more than two-thirds
of the directors and the consent is
obtained from more than half of the
directors present, and the resolution
shall be reported to the shareholders'
meeting.
The Company's dividend policy is to
appropriate no more than 90% of the
Company's distributable earnings in
dividends
to
its
stockholders.
Depending
on
future
capital
expenditure budget and expenditure
budget and capital demand situation,
the cash dividend portion of the
Company’s dividends will not be less
than 20%.
When distributing profits, aside from
the legal reserve stipulated by law,
the
Company
shall
abide
by
Paragraph 1, Article 41 of the		 Company.

44

Article after revision Article before revision Reason for
revision
Securities and Exchange Act in
applying
deduction
amounts
to
shareholders’equity occurring in the
current year (e.g., unrealized losses
of financial products, cumulative
conversion adjustments, etc.)
Since the current year’s after-tax
profit and the previous period’s
undistributed profit would allocate the
same amount of special reserve, no
such distribution would be made.
When
reversals
are
made
to
deduction
amounts
applied
to
shareholders'equity, the reversal
portion of the.
The Articles of Association were
established on June 19, 2018.
The first revision was made on June
21, 2019.
The second revision was made on
June 17, 2022.		 The Articles of Association were
established on June 19, 2018.
The first revision was made on June
21, 2019.		 Added the
date of
revision.

45

Attachment 6

FIT Holding Co., Ltd.

The Comparison Table of Revised Articles of Operational Procedures for Endorsements and Guarantees

Article after revision Article before revision Article 4: Amount of endorsement Article 4: Amount of endorsement and guarantee and guarantee The total amount of endorsement The total amount of endorsement and guarantee shall not exceed and guarantee shall not exceed 600% of the Company's net 150% of the Company's net worth. The amount of the worth. The amount of the endorsement and guarantee endorsement and guarantee provided by the Company to any provided by the Company to any single enterprise shall not exceed single enterprise shall not exceed 600% of the Company's net 140% of the Company's net worth. The total amount of worth. The total amount of external endorsements and external endorsements and guarantees provided by the guarantees provided by the Company and its subsidiaries Company and its subsidiaries shall not exceed 600% of the net shall not exceed 150% of the net worth of the Company. The worth of the Company. The amount of the endorsement and amount of the endorsement and guarantee provided by the guarantee provided by the Company and its subsidiaries to Company and its subsidiaries to any single enterprise shall not any single enterprise shall not exceed 600% of the Company's exceed 140% of the Company's net worth. The amount of net worth. The amount of endorsement and guarantee shall endorsement and guarantee shall not exceed 600% of the not exceed 150% of the Company's net worth for any Company's net worth for any subsidiary in which the Company subsidiary in which the Company owns 90% or more of the shares. owns 90% or more of the shares. The total amount of endorsement The total amount of endorsement and guarantee provided by the and guarantee provided by the Company to the parties deriving Company to the parties deriving from business relations shall not from business relations shall not exceed 150% of the total amount exceed 150% of the total amount of transactions with the Company of transactions with the Company in the most recent year (the in the most recent year (the

Article before revision Reason for revision Article 4: Amount of endorsement The Company's subsidiaries are The total amount of endorsement expanding their and guarantee shall not exceed business operations; of the Company's net sometimes, the The amount of the Company may need to and guarantee provide an provided by the Company to any endorsement/guarantee single enterprise shall not exceed in order to obtain the of the Company's net best terms for the The total amount of transaction. endorsements and Therefore, the provided by the Company has revised Company and its subsidiaries the ceiling of the 150% of the net endorsement/guarantee worth of the Company. The to facilitate the Group's amount of the endorsement and business expansion.

46

Article after revision Article before revision Reason for revision
transaction amount refers to the
purchase
amount
or
sales
amount of the goods between the
parties, whichever is higher).
The net value is determined
based
on
the
most
recent
financial statements audited or
reviewed by the certified public
accountants.		 transaction amount refers to the
purchase
amount
or
sales
amount of the goods between the
parties, whichever is higher).
The net value is determined
based
on
the
most
recent
financial statements audited or
reviewed by the certified public
accountants.
Article 13: Period of
implementation
1. These Operational Procedures
were established on June 19,
2018.
2. The first revision was made on
June 21, 2019.
3. The second revision was made
on June 24, 2020.
4. The third revision was made on
June 17, 2022.		 Article 13: Period of
implementation
1. These Operational Procedures
were established on June 19,
2018.
2. The first revision was made on
June 21, 2019.
3. The second revision was made
on June 24, 2020.		 Added the date of
revision.

47

Attachment 7

FIT Holding Co., Ltd.

Comparison Table of the Revised Articles of the Procedures for the Acquisition and Disposal of Assets

Article after revision

Article 6: Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

  1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

  2. May not be a related party or de facto related party of any party to the transaction.

  3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties to each other.

When issuing an appraisal report or opinion, the personnel referred to in the

Article before revision

Article 6: Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

  1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

  2. May not be a related party or de facto related party of any party to the transaction.

  3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties to each other.

When issuing an appraisal report or opinion, the personnel referred to in the

Reason for revision Revised in accordance with Letter of Jin Guan Zheng Fa Zi No. 1110380465 dated January 28, 2022.

48

  • Reason for

  • Article after revision Article before revision revision

  • preceding paragraph shall comply with preceding paragraph shall comply with the self-regulatory rules of their the following: respective associations, and the following 1. Prior to accepting a case, they shall matters: prudently assess their own 1. Prior to accepting a case, they shall professional capabilities, practical prudently assess their own experience, and independence. professional capabilities, practical 2. When examining a case, they shall experience, and independence. appropriately plan and execute

    1. When executing a case, they shall adequate working procedures, in order appropriately plan and execute to produce a conclusion and use the adequate working procedures, in order conclusion as the basis for issuing the to produce a conclusion and use the report or opinion. The related working conclusion as the basis for issuing the procedures, data collected, and report or opinion. The related working conclusion shall be fully and accurately procedures, data collected, and specified in the case working papers. conclusion shall be fully and accurately 3. They shall undertake an item-by-item specified in the case working papers. evaluation of the comprehensiveness,
    1. They shall undertake an item-by-item accuracy, and reasonableness of the evaluation of the appropriateness and sources of data used, the parameters, reasonableness of the sources of data and the information, as the basis for used, the parameters, and the issuance of the appraisal report or the information, as the basis for issuance opinion. of the appraisal report or the opinion. 4. They shall issue a statement attesting
    1. They shall issue a statement attesting to the professional competence and to the professional competence and independence of the personnel who independence of the personnel who prepared the report or opinion, and that prepared the report or opinion, and that they have evaluated and found that the they have evaluated and found that the information used is reasonable and information used is appropriate and accurate, and that they have complied reasonable, and that they have with applicable laws and regulations. complied with applicable laws and regulations.

  • Article 8: Disposition Procedures for the Article 8: Disposition Procedures for the Revised in Acquisition or Disposal of Real Property, Acquisition or Disposal of Real Property, accordance Equipment or Right-of-Use Assets Equipment or Right-of-Use Assets with Letter 1. Evaluation and Processing 1. Evaluation and Processing of Jin Guan

  • In acquiring or disposing real property, In acquiring or disposing real property, Zheng Fa Zi

  • equipment or right-of-use assets, the equipment or right-of-use assets, the No.

  • Company shall comply with the Company shall comply with the 1110380465

  • Regulations Governing the Management Regulations Governing the Management of Property, Plant and Equipment and the of Fixed Assets and the Fixed Assets dated Property, Plant and Equipment Lifecycle Lifecycle Management Policy under the January 28,

49

Article after revision Article before revision Reason for
revision
Management Policy under the Internal
Control System of the Company.
2. Procedures to Determine Transaction
Terms and Approval Limits
(1) In acquiring or disposing real property,
the Board of Directors shall discuss
and determine the transaction terms
and price based on the current value
published and assessed value of the
property, as well as the prices of
neighboring
properties
sold,
and
present an analysis report to the
Chairman of the Board. For the
transaction
amount
exceeding
NT$300 million, it shall be submitted to
theAudit Committee for approval and
resolved by the Board of Directors in
advance.
(2) The acquisition or disposal of
equipment or right-to-use assets shall
be determined in any of the following
methods: by inquiring quotations,
collecting and comparing quotations,
negotiating prices, or through a bid
process and shall follow the approval
hierarchy pursuant to the authorization
rules; transactions more than NT$300
million shall be approved by the
Chairman
of
the
Board,
then
submitted to theAudit Committee for
approval and
resolved by the Board of
Directors in advance.
3. Execution Departments
After the transaction has been approved
according to the preceding paragraph,
the acquisition or disposition of real
property or other fixed assets shall be
executed by the using department and
the responsible unit.
4.Appraisal
report
of
real
estate,
equipment or right-of-use assetsIn
acquiringor disposingof realproperty,		 Internal Control System of the Company.
2. Procedures to Determine Transaction
Terms and Approval Limits
(1) In acquiring or disposing real property,
the Board of Directors shall discuss
and determine the transaction terms
and price based on the current value
published and assessed value of the
property, as well as the prices of
neighboring
properties
sold,
and
present an analysis report to the
Chairman of the Board. For the
transaction
amount
exceeding
NT$300 million, it shall be resolved by
the Board of Directors in advance.
(2) The acquisition or disposal of
equipment or right-to-use assets shall
be determined in any of the following
methods: by inquiring quotations,
collecting and comparing quotations,
negotiating prices, or through a bid
process and shall follow the approval
hierarchy pursuant to the authorization
rules; transactions more than NT$300
million shall be approved by the
Chairman of the Board and resolved
by the Board of Directors in advance.
3. Execution Departments
After the transaction has been approved
according to the preceding paragraph,
the acquisition or disposition of real
property or other fixed assets shall be
executed by the using department and
the responsible unit.
4.Appraisal
report
of
real
estate,
equipment or right-of-use assetsIn
acquiring or disposing of real property,
equipment, or right-of-use assets where
the transaction amount reaches 20
percent of the Company's paid-in
capital or NT$300 million or more, the
Company,unless transactingwith a		 2022, and
to be in line
with the
operating
needs of the
Company.

50

Article after revision

equipment, or right-of-use assets where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

(1) Where, due to special circumstances,

it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

(2)Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

(3)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall render a specific opinion regarding the reason for the discrepancy and the appropriateness

Reason for Article before revision revision

domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

(1) Where, due to special circumstances, it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

(2)Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

(3)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the

51

Article after revision Article before revision Reason for
revision
of the transaction price:
A.The discrepancy between the appraisal
result and the transaction amount is 20
percent or more of the transaction
amount.
B.The discrepancy between the appraisal
results of two or more professional
appraisers is 10 percent or more of the
transaction amount.
(4)No more than 3 months may elapse
between the date of the appraisal
report
issued
by
a
professional
appraiser and the contract execution
date; provided, where the publicly
announced current value for the same
period is used and not more than 6
months have elapsed, an opinion may
still
be
issued
by
the
original
professional appraiser.
(5)Where the Company acquires or
disposes of assets through court
auction procedures, the evidentiary
documentation issued by the court
may be substituted for the appraisal
report or CPA opinion.		 appropriateness of the transaction
price:
A.The discrepancy between the appraisal
result and the transaction amount is 20
percent or more of the transaction
amount.
B.The discrepancy between the appraisal
results of two or more professional
appraisers is 10 percent or more of the
transaction amount.
(4)No more than 3 months may elapse
between the date of the appraisal
report
issued
by
a
professional
appraiser and the contract execution
date; provided, where the publicly
announced current value for the same
period is used and not more than 6
months have elapsed, an opinion may
still
be
issued
by
the
original
professional appraiser.
(5)When the Company acquires or
disposes of assets through court
auction procedures, the evidentiary
documentation issued by the court
may be substituted for the appraisal
report or CPA opinion.
Article 9: Disposition procedures for the
acquisition or disposal of the securities
1. Evaluation and Processing
In acquiring or disposing of securities, the
Company shall follow the investment
lifecycle management policy under the
internal control system.
2. Procedures to Determine Transaction
Terms and Approval Limits In making
purchases or sales of securities that are
traded on a centralized market or
over-the-counter market, the authorized
department
shall
make
such
determination based on market trends.
For trading of bond funds or other
principal-protected
securities,
the		 Article 9: Disposition procedures for the
acquisition or disposal of the securities
1. Evaluation and Processing
In acquiring or disposing of securities, the
Company shall follow the investment
lifecycle management policy under the
internal control system.
2. Procedures to Determine Transaction
Terms and Approval Limits In making
purchases or sales of securities that are
traded on a centralized market or
over-the-counter market, the authorized
department
shall
make
such
determination based on market trends.
For trading of bond funds or other
principal-protected
securities,
the		 Revised in
accordance
with Letter
of Jin Guan
Zheng Fa Zi
No.
1110380465
dated
January 28,
2022.

52

Reason for revision

Article after revision

transaction shall be approved by the head of the Finance Department if the single transaction amount is less than NT$300 million (inclusive), and shall be approved by the Chairman of the Board if the transaction amount exceeds NT$300 million; for trading other securities, the transaction shall be approved by the Chairman of the if the transaction amount exceeds NT$100 million; for the transaction amount exceeding NT$300 million, the transaction shall be approved by the Audit Committee and by the Board of Directors in advance. In making purchases or sales of securities that are not traded on a centralized market or over-the-counter market, the Company shall obtain the most recent financial statements of the issuing company certified or reviewed by an auditor prior to the transaction and consider its earnings per share, profitability and potential for future development, etc. The transaction amount of NT$100 million or more shall be approved by the Chairman of the Board; if the amount exceeds NT$300 million, the transaction shall be approved by the Audit Committee and then resolved by the Board of Directors in advance. Where the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations

Article before revision

transaction shall be approved by the head of the Finance Department if the single transaction amount is less than NT$300 million (inclusive), and shall be approved by the Chairman of the Board if the transaction amount exceeds NT$300 million; for trading other securities, the transaction shall be approved by the Chairman of the if the transaction amount exceeds NT$100 million; for the transaction amount exceeding NT$300 million, the transaction shall be approved by the Audit Committee and by the Board of Directors in advance. In making purchases or sales of securities that are not traded on a centralized market or over-the-counter market, the Company shall obtain the most recent financial statements of the issuing company certified or reviewed by an auditor prior to the transaction and consider its earnings per share, profitability and potential for future development, etc. The transaction amount of NT$100 million or more shall be approved by the Chairman of the Board; if the amount exceeds NT$300 million, the transaction shall be approved by the Audit Committee and then resolved by the Board of Directors in advance. Where the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; and the CPA engaged needs to use the report of an expert as evidence, the CPA shall comply with the provisions of Statement of Auditing Standards No. 20

53

Article after revision Article before revision Reason for
revision
of the Financial Supervisory Commission
(FSC).		 published by the ARDF
.This requirement
does not apply, however, to publicly
quoted prices of securities that have an
active
market,
or
where
otherwise
provided by regulations of the Financial
SupervisoryCommission(FSC).
Article 10: Transaction with Related
Parties
1.When the Company engages in any
acquisition or disposal of assets from or
to a related party, in addition to
ensuring that the necessary resolutions
are adopted and the reasonableness of
the transaction terms is appraised, if
the transaction amount reaches 10
percent or more of the Company's total
assets, the Company shall also obtain
an appraisal report from a professional
appraiser or a CPA's opinion in
compliance with the provisions of the
preceding article and this article.
The calculation of the transaction amount
referred to in the preceding paragraph
shall be made in accordance with Article
11-1 herein.
When judging whether a transaction
counterparty is a related party, in addition
to legal formalities, the substance of the
relationship shall also be considered.
2. Evaluation and Processing When the
Company
intends
to
acquire
or
dispose of real property or right-of-use
assets thereof from or to a related
party, or when it intends to acquire or
dispose of assets other than real
property or right-of-use assets thereof
from or to a related party and the
transaction
amount
reaches
20
percent or more of paid-in capital, 10
percent or more of the company's total
assets, or NT$300 million or more,
except
in
trading
of
domestic		 Article 10: Transaction with Related
Parties
1.When the Company engages in any
acquisition or disposal of assets from or
to a related party, in addition to
ensuring that the necessary resolutions
are adopted and the reasonableness of
the transaction terms is appraised, if
the transaction amount reaches 10
percent or more of the Company's total
assets, the Company shall also obtain
an appraisal report from a professional
appraiser or a CPA's opinion in
compliance with the provisions of the
preceding article and this article.
The calculation of the transaction amount
referred to in the preceding paragraph
shall be made in accordance with Article
11-1 herein.
When judging whether a transaction
counterparty is a related party, in addition
to legal formalities, the substance of the
relationship shall also be considered.
2. Evaluation and Processing When the
Company
intends
to
acquire
or
dispose of real property or right-of-use
assets thereof from or to a related
party, or when it intends to acquire or
dispose of assets other than real
property or right-of-use assets thereof
from or to a related party and the
transaction
amount
reaches
20
percent or more of paid-in capital, 10
percent or more of the company's total
assets, or NT$300 million or more,
except
in
trading
of
domestic		 Revised in
accordance
with
Letter
of Jin Guan
Zheng Fa Zi
No.
1110380465
dated
January 28,
2022.

54

Article after revision

Article before revision

government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not enter into any transaction contract or make a payment until the following matters have been approved by more than one-half of the members of the Audit Committee and then submitted to the Board of Directors for approval:

government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not enter into any transaction contract or make a payment until the following matters have been approved by more than one-half of the members of the Audit Committee and then submitted to the Board of Directors for approval: (1)The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.

  • (1)The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.

  • (2)The reason for choosing the related party as a transaction counterparty.

  • (3) With respect to the acquisition of real property, equipment or right-of-use assets from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Paragraphs 3 (1) and (4) of this Article.

(2)The reason for choosing the related (2)The reason for choosing the related party as a transaction counterparty. party as a transaction counterparty. (3) With respect to the acquisition of real (3) With respect to the acquisition of real property, equipment or right-of-use property, equipment or right-of-use assets from a related party, assets from a related party, information regarding appraisal of the information regarding appraisal of the reasonableness of the preliminary reasonableness of the preliminary transaction terms in accordance with transaction terms in accordance with Paragraphs 3 (1) and (4) of this Paragraphs 3 (1) and (4) of this Article. Article. (4)The date and price at which the related (4)The date and price at which the related party originally acquired the real party originally acquired the real property, the original transaction property, the original transaction counterparty, and that transaction counterparty, and that transaction counterparty's relationship to the counterparty's relationship to the company and the related party. company and the related party. (5)Monthly cash flow forecasts for the (5)Monthly cash flow forecasts for the year commencing from the anticipated year commencing from the anticipated month of signing of the contract, an month of signing of the contract, and evaluation of the necessity of the evaluation of the necessity of the transaction, and the reasonableness transaction, and reasonableness of of the funds utilization. the funds utilization. (6)An appraisal report from a professional (6)An appraisal report from a professional appraiser or a CPA's opinion obtained appraiser or a CPA's opinion obtained in compliance with the preceding in compliance with the preceding article. article. (7)Restrictive covenants and other (7)Restrictive covenants and other

Reason for revision

55

Article after revision

important stipulations associated with the transaction.

With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's Board of Directors may delegate the Board Chairman to decide such matters when the transaction is within NT$500 million and have the decisions subsequently submitted to and ratified by the next Board of Directors meeting:

(1)Acquisition or disposal of equipment or

right-of-use assets thereof held for business use.

(2) Acquisition or disposal of real property right-of-use assets held for business use.

The Company has created the position of independent director in accordance with the provisions of the laws and regulations. When a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting.

The Company has established the audit committee in accordance with the provisions of the laws and regulations. Paragraphs 4 and 5 of Article 17 shall be applied in accordance with the provisions of Paragraph 1, provided that the approval of one half or more of all members of the Audit Committee and a resolution of the Board of Directors have

Article before revision

important stipulations associated with the transaction.

The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 14, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Audit Committee and the Board of Directors need not be counted toward the transaction amount.

With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's Board of Directors may delegate the Board Chairman to decide such matters when the transaction is within NT$500 million and have the decisions subsequently submitted to and ratified by the next Board of Directors meeting:

(1)Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

  • (2) Acquisition or disposal of real property right-of-use assets held for business use.

The Company has created the position of independent director in accordance with the provisions of the laws and regulations. When a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter,

Reason for revision

56

Reason for Article after revision Article before revision revision been submitted. it shall be recorded in the minutes of the If the transaction in the first paragraph board of directors meeting. occurs in a public company or a The Company has established the audit subsidiary that is not itself a public committee in accordance with the company in Taiwan and the transaction provisions of the laws and regulations. amount reaches 10% or more of the total Paragraphs 4 and 5 of Article 17 shall be assets of the public company, that public applied in accordance with the provisions company shall submit the information of Paragraph 1, provided that the listed in the first paragraph to the approval of one half or more of all shareholders' meeting for approval members of the Audit Committee and a before entering into any transaction resolution of the Board of Directors have contract and making the payment. been submitted. However, it is not applicable to transactions of the Company with its parent company or subsidiary, or the dealing between its subsidiaries. The calculation of the transaction amounts referred to in the first paragraph and the preceding paragraph shall be made in accordance with Article 14, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Shareholders’ Meeting and the Board of Directors need not be counted toward the transaction amount. Article 11: Disposition procedures for the Article 11: Disposition procedures for the Revised in accordance acquisition or disposal of the acquisition or disposal of the with Letter memberships, intangible assets or memberships, intangible assets or of Jin Guan right-of-use assets. right-of-use assets. Zheng Fa Zi No. When the Company acquires or disposes When the Company acquires or disposes 1110380465 of intangible assets, right-of-use assets or of intangible assets, right-of-use assets or dated memberships, it shall follow the memberships, it shall follow the January 28, procedures of property, plant and procedures of fixed asset cycle under the 2022. equipment cycle under the internal internal control system of the Company. If control system of the Company. If the the transaction amount reaches 20 transaction amount reaches 20 percent percent or more of paid-in capital or or more of paid-in capital or NT$300 NT$300 million or more, except in million or more, except in transactions transactions with a domestic government with a domestic government agency, the agency, the company shall engage a

57

Article after revision Article before revision Reason for
revision
company shall engage a certified public
accountant prior to the date of occurrence
of the event to render an opinion on the
reasonableness of the transaction price.
The procedures for determining the terms
of the transaction and the authorization
amount shall be in accordance with the
provisions of Article 8, Paragraph 2.		 certified public accountant prior to the
date of occurrence of the event to render
an opinion on the reasonableness of the
transaction price; the CPA shall comply
with the provisions of Statement of
Auditing Standards No. 20 published by
the
ARDF
.
The
procedures
for
determining the terms of the transaction
and the authorization amount shall be in
accordance with the provisions of Article
8,Paragraph 2.
Article 14: Information Disclosure
1. Required Filings and Standards
(1) Acquisition or disposal of real property
or right-of-use assets thereof from or
to a related party, or acquisition or
disposal of assets other than real
property or right-of-use assets thereof
from or to a related party where the
transaction
amount
reaches
20
percent or more of paid-in capital, 10
percent or more of the company's total
assets, or NT$300 million or more;
provided, this shall not apply to the
trading
of
domestic
government
bonds or bonds under repurchase and
resale agreements, or subscription or
redemption of money market funds
issued
by
domestic
securities
investment trust enterprises.
(2)Merger,
demerger,
acquisition,
or
transfer of shares.
(3)Losses
from
derivatives
trading
reaching the limits on aggregate
losses
or
losses
on
individual
contracts set out in the procedures
adopted by the Company.
(4)Where
equipment
or
right-of-use
assets for business use are acquired
or disposed of, and furthermore the
transaction counterparty is not a
relatedparty,and the transaction		 Article 14: Information Disclosure
1. Required Filings and Standards
(1) Acquisition or disposal of real property
or right-of-use assets thereof from or
to a related party, or acquisition or
disposal of assets other than real
property or right-of-use assets thereof
from or to a related party where the
transaction
amount
reaches
20
percent or more of paid-in capital, 10
percent or more of the company's total
assets, or NT$300 million or more;
provided, this shall not apply to the
trading
of
domestic
government
bonds or bonds under repurchase and
resale agreements, or subscription or
redemption of money market funds
issued
by
domestic
securities
investment trust enterprises.
(2)Merger,
demerger,
acquisition,
or
transfer of shares.
(3)Losses
from
derivatives
trading
reaching the limits on aggregate
losses
or
losses
on
individual
contracts set out in the procedures
adopted by the Company.
(4)Where
equipment
or
right-of-use
assets for business use are acquired
or disposed of, and furthermore the
transaction counterparty is not a
relatedparty,and the transaction		 Revised in
accordance
with
Letter
of Jin Guan
Zheng Fa Zi
No.
1110380465
dated
January 28,
2022.

58

Article after revision Article before revision Reason for
revision
amount meets any of the following
criteria:
A. When the Company's paid-in capital is
less
than
NT$10
billion,
the
transaction amount reaches NT$500
million or more.
B.When the Company's paid-in capital
reaches NT$10 billion, the transaction
amount reaches NT$1 billion or more.
(5)Acquisition
or
disposal
by
the
Company in the construction business
of real property or right-of-use assets
thereof for construction use, and
furthermore
the
transaction
counterparty is not a related party, and
the
transaction
amount
reaches
NT$500 million.
(6)Where land is acquired under an
arrangement of engaging others to
build on the Company's own land,
engaging others to build on rented
land, joint construction and allocation
of housing units, joint construction and
allocation of ownership percentages,
or joint construction and separate sale,
and
furthermore
the
transaction
counterparty is not a related party, and
the amount the Company expects to
invest in the transaction reaches
NT$500 million.
(7) Where an asset transaction other than
any of those referred to in the
preceding
six
subparagraphs,
a
disposal of receivables by a financial
institution, or an investment in the
mainland China area reaches 20
percent or more of paid-in capital or
NT$300 million; provided, this shall
not
apply
to
the
following
circumstances:
A.Trading of domestic government bonds
or foreign government bonds with		 amount meets any of the following
criteria:
A. When the Company's paid-in capital is
less
than
NT$10
billion,
the
transaction amount reaches NT$500
million or more.
B.When the Company's paid-in capital
reaches NT$10 billion, the transaction
amount reaches NT$1 billion or more.
(5)Acquisition
or
disposal
by
the
Company in the construction business
of real property or right-of-use assets
thereof for construction use, and
furthermore
the
transaction
counterparty is not a related party, and
the
transaction
amount
reaches
NT$500 million.
(6)Where land is acquired under an
arrangement of engaging others to
build on the Company's own land,
engaging others to build on rented
land, joint construction and allocation
of housing units, joint construction and
allocation of ownership percentages,
or joint construction and separate sale,
and
furthermore
the
transaction
counterparty is not a related party, and
the amount the Company expects to
invest in the transaction reaches
NT$500 million.
(7) Where an asset transaction other than
any of those referred to in the
preceding
six
subparagraphs,
a
disposal of receivables by a financial
institution, or an investment in the
mainland China area reaches 20
percent or more of paid-in capital or
NT$300 million; provided, this shall
not
apply
to
the
following
circumstances:
A. Trading of domestic government
bonds.

59

Article after revision Article before revision Reason for
revision
credit ratings not lower than the
sovereign rating of Taiwan
.
B.Where
done
by
professional
investors—securities
trading
on
securities exchanges or OTC markets,
or subscription of foreign government
bonds, ordinary corporate bonds or
general bank debentures without equity
characteristics (excluding subordinated
debt)
that are offered and issued in the
primary market, or subscription or
redemption of securities investment
trust funds or futures trust funds, or
subscribed or sold back the exchange
traded notes, or subscription by a
securities
firm
of
securities
as
necessitated
by
its
undertaking
business
or
as
an
advisory
recommending securities firm for an
emerging
stock
company,
in
accordance with the rules of the Taipei
Exchange
.
C.Trading of bonds under repurchase
and
resale
agreements,
or
subscription or redemption of money
market funds issued by domestic
securities investment trust enterprises.
2.The
transaction
amounts
in
the
preceding paragraph are calculated as
follows. "Within the preceding year" as
used in the preceding paragraph, refers
to the year preceding the date of
occurrence of the current transaction.
Items duly announced in accordance
with the regulations need not be
counted toward the transaction amount.
(1)The
amount
of
any
individual
transaction.
(2) The cumulative transaction amount of
acquisitions and disposals of the
same type of underlying asset with the
same transaction counterpartywithin		 B.Where
done
by
professional
investors—securities
trading
on
securities exchanges or OTC markets,
or
subscription
or
redemption
of
securities investment trust funds or
futures trust funds.
C.Trading of bonds under repurchase
and resale agreements, or subscription
or redemption of money market funds
issued
by
domestic
securities
investment trust enterprises.
2.The
transaction
amounts
in
the
preceding paragraph are calculated as
follows. "Within the preceding year" as
used in the preceding paragraph, refers
to the year preceding the date of
occurrence of the current transaction.
Items duly announced in accordance
with the regulations need not be
counted toward the transaction amount.
(1)The
amount
of
any
individual
transaction.
(2) The cumulative transaction amount of
acquisitions and disposals of the
same type of underlying asset with the
same transaction counterparty within
the preceding year.
(3) The cumulative transaction amount of
acquisitions
and
disposals
(cumulative
acquisitions
and
disposals,
respectively)
of
real
property or right-of-use assets thereof
within the same development project
within the preceding year.
(4) The cumulative transaction amount of
acquisitions
and
disposals
(cumulative
acquisitions
and
disposals, respectively) of the same
security within the preceding year.
3.Timeline and standards for public
disclosure of information
Should acquisition or disposal of assets

60

Reason for revision

  • Article after revision Article before revision

  • the preceding year. meet the standards for public disclosure

  • (3) The cumulative transaction amount of of information, the Company needs to file acquisitions and disposals and make a public announcement within (cumulative acquisitions and two days from the date of the event. disposals, respectively) of real 4. Filing Procedures property or right-of-use assets thereof (1)The Company shall submit relevant within the same development project information on the website designated within the preceding year. by the competent authority for public

  • (4) The cumulative transaction amount of announcement and filing. acquisition or disposals (cumulative (2)The Company shall compile monthly acquisitions and disposals, reports on the status of derivatives respectively) of the same security trading engaged in up to the end of the within one year. preceding month by the Company and

  • 3.Timeline and standards for public any subsidiaries that are not domestic disclosure of information companies and enter the information

  • Should acquisition or disposal of assets in the prescribed format into the meet the standards for public disclosure information reporting website of information, the Company needs to file designated by the competent authority and make a public announcement within by the 10th day of each month.

Should acquisition or disposal of assets meet the standards for public disclosure of information, the Company needs to file and make a public announcement within two days from the date of the event.

(3)When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowledge of such error or omission.

  1. Filing Procedures

(1)The Company shall submit relevant information on the website designated by the competent authority for public announcement and filing.

(2)The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic companies and enter the information in the prescribed format into the information reporting website designated by the competent authority by the 10th day of each month.

(4)The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.

(3)When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their

(5) If any of the following occurs after the

Company has filed the information with regard to the transaction pursuant to the preceding paragraph, the Company shall submit relevant

61

Article after revision Article before revision Reason for
revision
entirety within two days counting
inclusively from the date of knowledge
of such error or omission.
(4)The Company acquiring or disposing
of assets shall keep all relevant
contracts, meeting minutes, log books,
appraisal reports and CPA, attorney,
and securities underwriter opinions at
the Company, where they shall be
retained for 5 years except where
another act provides otherwise.
(5) If any of the following occurs after the
Company has filed the information
with
regard
to
the
transaction
pursuant to the preceding paragraph,
the Company shall submit relevant
information on the website designated
by the competent authority within two
days as of the date of occurrence of
the event:
A. Change, termination, or rescission of a
contract signed in regard to the original
transaction.
B. The merger, demerger, acquisition, or
transfer of shares is not completed by
the scheduled date set forth in the
contract.
C. Change to the originally publicly
announced and reported information.		 information on the website designated
by the competent authority within two
days as of the date of occurrence of
the event:
A. Change, termination, or rescission of a
contract signed in regard to the original
transaction.
B. The merger, demerger, acquisition, or
transfer of shares is not completed by
the scheduled date set forth in the
contract.
C. Change to the originally publicly
announced and reported information.
It was established on June 19, 2018.
The first amendment was made on June
21, 2019.
The second amendment was made on
June 17, 2022.		 It was established on June 19, 2018.
The first amendment was made on June
21, 2019.		 Added the
date
of
revision.

62

FIT Holding Co., Ltd.

Attachment 8

List of director and independent director candidates

1. List of director candidates

Name Educational
Background		 Work Experience Title Number of
shares held
(unit:
shares)
Name of the
government
or corporate
represented
T.C. Gou Bachelor
degree		 Chairman, FIT Holding Co.,
Ltd.
Chairman, Cheng Uei
Precision Industry Co., Ltd.
Chairman, Shinfox Energy
Co., Ltd.
Chairman, Foxlink Image
Technology Co., Ltd.
Chairman, Power Quotient
International Co., Ltd.
Chairman, Glory Science
Co., Ltd.
Chairman, Central Motion
Picture Co.		 Chairman, FIT Holding Co.,
Ltd.
Chairman, Cheng Uei
Precision Industry Co., Ltd.
Chairman, Shinfox Energy
Co., Ltd.
Chairman, Foxlink Image
Technology Co., Ltd.
Chairman, Power Quotient
International Co., Ltd.
Chairman, Glory Science
Co., Ltd.
Chairman, Central Motion
Picture Co.		 58,303,464 Foxlink
International
Investment
Ltd.
Kufn Lin Bachelor
degree		 Special Assistant to the
Chairman's Office of Cheng
Uei Precision Industry Co.,
Ltd.
Director, FIT Holding Co., Ltd.
Director, Shinfox Energy Co.,
Ltd.		 Special Assistant to the
Chairman's Office of Cheng
Uei Precision Industry Co.,
Ltd.
Director, FIT Holding Co., Ltd.
Director, Shinfox Energy Co.,
Ltd.		 58,303,464 Foxlink
International
Investment
Ltd.
Jeffery
Cheng		 Bachelor
degree		 Vice President of Component
Business, Cheng Uei Precision
Industry Co., Ltd.
President, Power Quotient
International Co., Ltd.
Director, FIT Holding Co., Ltd.
President, Studio A Inc.
Director, FIT Holding Co.,
Ltd.
Director,Jing Jing Technology
Co., Ltd.
Director,Straight A Inc.		 5,419,329 Hsin Hung
International
Investment
Co., Ltd.
Hwee Kian
Lim		 Bachelor
degree		 President, Foxlink Image
Technology Co., Ltd.
Director, Dongguan Fu Wei
Electronics Co., Ltd.
Director, Dong Guan Fu Zhang
Precision Industry Co., Ltd.
Director, Wei Hai Fu Kang
Electric Co., Ltd.
Director, FIT Holding Co., Ltd.
President, Foxlink Image
Technology Co., Ltd.
Director, Dongguan Fu Wei
Electronics Co., Ltd
Director, Dong Guan Fu
Zhang Precision Industry Co.,
Ltd.
Director, Wei Hai Fu Kang
Electric Co., Ltd.
Director,FIT HoldingCo.,Ltd.		 5,419,329 Hsin Hung
International
Investment
Co., Ltd.

63

Name Educational
Background		 Work Experience Title Number of
shares held
(unit:
shares)
Name of the
government
or corporate
represented
Wilson Hu Master’s
degree		 Standing Supervisor, Taiwan
Electrical and Electronic
Manufacturers' Association.
Chairman, Energy
Management Service
Committee of TEEMA.
Standing Director, Association
of National Tsing Hua
University Alumni.
Director, Friends of the Police
Association of the Republic of
China Standing Director.
Sino-Indonesia Cultural and
Economic Association.
Director,FIT HoldingCo.,Ltd.		 President and Director,
Shinfox Energy Co., Ltd.
Chairman, Foxwell Energy
Co., Ltd.
Chairman, Foxwell Power Co.,
Ltd.
Chairman, Junezhe Co., Ltd
Director, Shinfox Natural Gas
Co., Ltd.
Director, FIT Holding Co., Ltd.
2,771,276		 Foxlink
Taiwan
Industry Co.,
Ltd.
Semi Wang
Master’s
degree		 President and Vice Chairman
of NexPower Optoelectronics
Co., Ltd.
Chairman,Uwiz Technology
Co., Ltd.
President, South Epitaxy Corp.
Chairman, Highlink
Technology Corporation.
Deputy General Manager, King
Yuan Electronics Co., Ltd.
Director, FIT Holding Co., Ltd.
Chairman, Ming Hsin Creative
Management Consultants, Inc.
Director, Taiwan Electrical and
Electronic Manufacturers'
Association.
Independent director, King
Yuan Electronics Co., Ltd.
Independent director, Creative
Sensor Inc.
Monitor, Kuo Kuang Power
Co., Ltd.
Director, FIT Holding Co., Ltd.



2,771,276		 Foxlink
Taiwan
Industry Co.,
Ltd.

64

II. List of independent director candidates


Name
Educational
Background
Work Experience		 Title Number
of shares
held (unit:
shares)		 Whether
served as an
independent
director for
three
consecutive
terms
Ralph
Chen		 Bachelor
degree		 Assistant Manager, Audit &
Assurance Services
Department, PWC Taiwan.
Senior Manager, Audit &
Assurance Services, PWC
China.
Special Assistant to the
Chairman's Office of Cheng
Uei Precision Industry Co.,
Ltd.
Independent director,
Jingyue Microwave
Integrated Circuit
Manufacturing Co., Ltd.
Independent director,
Independent director, Power
Quotient International Co.,
Ltd.
Monitor, Lifestyle Global
Enterprise Inc.
Independent Director, FIT
Holding Co., Ltd.		 CPA of Shangjin
Certified Public
Accountants
Independent Director,
FIT Holding Co., Ltd.
Independent director,
Reber Genetics Co., Ltd.
Independent director,
Triocean Industrial Co.,
Ltd.
Independent director,
TungThih Electronic Co.,
Ltd.		 0 No
Chen-Rong
Chiang		 Master’s
degree		 Chairman, Taiwan
Environmental
Manufacturers Association.
Chairman, Domestic
Environmental Equipment
Quality Certification
Committee, MOEAIDB.
Independent Director,
Chenfull Internaional Co.,
Ltd.
Independent Director, Glory
Science Co., Ltd.
Monitor,Giga Solar Materials
Corp.
Independent Director, FIT
Holding Co., Ltd.		 Chairman and President,
Taiwan-Asahi
Environmental
Technology Co., Ltd.
Chairman and President,
Diamond Technical and
Trading Corp.
Independent Director,
FIT Holding Co., Ltd.
Independent Director,
Sampo Corporation.
Independent Director,
Chernan Metal Industrial
Corp.
Independent Director,
Alpha Networks Inc.
Adjunct Professor,
Department of
Aerospace Engineering,
TamkangUniversity.		 0 No

65

Name Educational
Background		 Work Experience Title Number
of shares
held (unit:
shares)		 Whether
served as an
independent
director for
three
consecutive
terms
Wei-Lin
Wang		 Master’s
degree		 Full-time Professor and
Dean of the Department of
Finance and Law, School of
Law, Ming Chuan University.
Associate Professor and
Dean of the Department of
Finance and Law, School of
Law, Ming Chuan University.
Senior Attorney at Lee and
Li, Attorneys-at-Law.
Foreign Attorney at Haynes
& Boone (Dallas
Headquarters).
Attorney at New Hope Law.
Firm Taipei Exchange
Review Committee Member.
Independent Director, FIT
Holding Co., Ltd.		 Full-time Professor of
the Department of
Finance and Law,
School of Law, Ming
Chuan University.
Director, Science and
Technology Law
Institute.
Independent Director,
FIT Holding Co., Ltd.
Senior Chief Strategy
Officer, Technology
Transfer and Law Center
of ITRI.
Independent Director,
Cigna Taiwan Life
Assurance Company
Ltd.		 0 No

66

Attachment 9

FIT Holding Co., Ltd.

The Director Candidates Concurrently Hold Positions in Other Companies

in Other Companies
Name of Director
Candidates		 Companies and positions concurrently
hold		 Items of
competitive
conduct in which
the director is
permitted to
engage		 Period of
permission
to engage
in the
competitive
conduct
Representative of Foxlink
International Investment
Ltd.: T.C. Gou		 Chairman, Cheng Uei Precision Industry Co.,
Ltd.
Chairman, Shinfox Energy Co., Ltd.
Chairman, Microlink Communications Inc.
Chairman, Du Precision Industry Co., Ltd.
Chairman, Studio A Technology Inc.
Chairman, Shinfox Natural Gas Co., Ltd.
Chairman, Shih Fong Power Co., Ltd.
Director, Chung Chia Power Co., Ltd.
Chairman, Central Motion Picture Co.
Chairman, Central Motion Picture Industry
Co.
Chairman, Central Motion Picture Cultural &
Creative Co.
Chairman, Central Motion Picture Bade Co.
Chairman, Central Motion Picture Culture City
Co.
Chairman,
Central
Motion
Picture
International Co.
Chairman, Deepwaters Digital Support Inc.
Chairman, Foxlink International Investment
Ltd.
Chairman,
Hsin
Hung
International
Investment Co., Ltd.
Director,
Central
Motion
Picture
USA
Corporation.
Director, Luminys Systems Corp.
Director, Well Benefit Limited.
Director, Pilot Time Limited.		 Companies that are
within the same or
similar business
s
c
o
p
e
of the Company
Term of office
as a director
o f
t h e
Company
Representative of Foxlink
International Investment
Ltd.: Kufn Lin		 Special Assistant to the Chairman's Office of
Cheng Uei Precision Industry Co., Ltd.
Director, Shinfox Co., Ltd.
Director, Well Shin Technology Co., Ltd.
Director, Microlink Communications Inc.
Director, Darts Technologies Corporation
Director, Studio A Technology Inc.
Chairman, Va Product Inc.
Director, Foxwell Energy Co., Ltd.
Director, Trinity Investment Corporation.
Director, Central Motion Picture Co.
Director, Central Motion Picture Cultural &
Creative Co.
Director, Central Motion Picture International
Co.
Chairman,
Central
Motion
Picture
Management Consultants Co.
Director, Deepwaters Digital Support Inc.		 Companies that are
within the same or
similar business
scope
of the Company.		 Term of office
as a director
of the
Company.

67

Name of Director
Candidates		 Companies and positions concurrently
hold		 Items of
competitive
conduct in which
the director is
permitted to
engage		 Period of
permission
to engage
in the
competitive
conduct
Chairman, Great Show
Creative&Entertainment Corp.
Chairman, Sheng Ji Music Inc.
Chairman, Fresh Air Co., Ltd.
Director, Foxlink International Investment Ltd.
Chairman, Fuwei International Investment
Co., Ltd.
Supervisor, Xingke International Co., Ltd.
Director, Foxlink International Investment Co.,
Ltd.
Chairman, Cheng-Fa Investment Co., Ltd.
Director, Taifu International Investment Co.,
Ltd.
Director, Fulian International Investment Co.,
Ltd.
Director, Chi-De Investment Co., Ltd.
Director, Taiwan Star Telecom Corporation
Limited.
Director, Shinfox Natural Gas Co., Ltd.
Director, Straight A Inc.
Director, Studio A Technology Inc.
Director, WellGen Biomedical Co., Ltd.
Director, Shih Fong Power Co., Ltd.
Director, Foxwell Power Co., Ltd.
Supervisor, Chung Chia Power Co., Ltd.
Director, Studio A Technology Limited.
Director, Studio A Macau Limited
President, Culink Tianjin Co., Ltd.
President, Foxlink Energy (Tianjin) Ltd.
Vice Chairman, Fugang Electronics
(Dongguan) Co., Ltd.
Director, Fushineng Electronics (Kunshan)
Co., Ltd.
Chairman, Fu Shi Xiang Research &
Development Center (Kunshan) Co., Ltd.
Legal representative, Fugang Electric
(Yancheng) Co., Ltd.
Legal representative, Fugang Electric
(Yancheng) Co., Ltd.
Legal representative, Fugang Electric
(Kushan) Co., Ltd.
Legal representative, Fugang Electric
(Dongguan) Co., Ltd.
Legal representative, Fugang Electric
(Maanshan) Co., Ltd.
Legal representative, Fugang Electric
(Maanshan) Co., Ltd.
Supervisor, Fugang Electronics (Xuzhou)
Co., Ltd.
Legal representative, Kunshan Fugang
Electric Trading Co., Ltd.
Legal representative, Fugang Investment
(Kushan) Co., Ltd.
Director, Foxlink Automotive Technology
(Kunshan) Co., Ltd.

68

Name of Director
Candidates		 Companies and positions concurrently
hold		 Items of
competitive
conduct in which
the director is
permitted to
engage		 Period of
permission
to engage
in the
competitive
conduct
Legal representative, Suzhou Keyu Rui
Automobile Technology Co., Ltd.
Supervisor, Fuzhan Electronics (Shanghai)
Co., Ltd.
Director, Fugang Electronics (Nanchang) Co.,
Ltd.
Chairman, Shanghai Fugang Electric Trading
Co., Ltd.
Cu International Ltd. Director.
Culink International Ltd. Director.
New Start Industries Ltd. Director.
Benefit Right Ltd. Director.
Director, Foxlink Technology Limited.
Director, Power Channel Limited.
Director, Foxlink Technical India Private
Limited.
Director,
Foxlink
India
Electric
Private
Limited.
Director, Sinobest Brothers Limited.
Director, Foxlink Myanmar Company Limited.
Director, Gloryteks Science India Private
Limited.
Director, World Circuit Technology (Hong
Kong) Limited.
Value Success Ltd.
Director Capital Guardian Ltd.
Director, Ashop Co., Ltd.
Director,
Sharetronic
Data
Technology
CO.,LTD.
Representative of Hsin
Hung International
Investment Co., Ltd.
Jeffery Cheng		 President, Studio A Inc.
Director, Va Product Inc.
Director, Studio A Technology Inc.
Chairman, Straight A Inc.
Director, Studio A Technology Limited.
Director, Studio A Macau Limited.
Director, Shanghai Fugang Electric Trading
Co., Ltd.
Executive Director, Kunshan Fu Shi You
Trading Co., Ltd.
Director, Sinocity Industries Limited.
Chairman, Ashop Co., Ltd.
Executive
Director,
Shanghai
Standard
Information Technology Co., Ltd.
Director, Kunshan Fugang Electric Trading
Co., Ltd.
Director, Dg Lifestyle Store Limited.
Director, Junezhe Co., Ltd.		 Companies that are
within the same or
similar business
scope of the
Company.		 Term of office
as a director
of the
Company.
Representative of Taiwan
Foxlink Investment Co.,
Ltd.: Wison Hu		 Director, Shinfox Co., Ltd.
Chairman, Foxwell Energy Co., Ltd.
Director, Shinfox Natural Gas Co., Ltd.
Chairman, Foxwell Power Co., Ltd.
Director, Shih Fong Power Co., Ltd.
Legal
representative,
Kunshan
Jiuwei
Information Technology Co., Ltd.
Chairman, Junezhe Co., Ltd.		 Companies that are
within the same or
similar business
scope of the
Company.		 Term of office
as a director
of the
Company.

69

Name of Director
Candidates		 Companies and positions concurrently
hold		 Items of
competitive
conduct in which
the director is
permitted to
engage		 Period of
permission
to engage
in the
competitive
conduct
Director, Chung Chia Power Co., Ltd.
Chairman, Jiuwei Power Co., Ltd.
Chairman,
Yuanshan
Forest
Natural
Resources Co., Ltd.
Chairman, Elegant Energy TECH Co., Ltd.
Director, Sfi Electronics Technology Inc.
Independent
director,
Gudeng
Precision
Industrial Co., Ltd.
Independent director, Ebm Technologies
Incorporated.
Representative of Taiwan
Foxlink Investment Co.,
Ltd.: Semi Wang		 Chairman, Ming Hsin Creative Management
Consultants, Inc.
Independent director, King Yuan Electronics
Co., Ltd.
Independent director, Creative Sensor Inc.
Supervisor, Kuo Kuang Power Co., Ltd.		 Companies that are
within the same or
similar business
scope of the
Company.		 Term of office
as a director
of the
Company.
Ralph Chen Independent director, Reber Genetics Co.,
Ltd.
Independent director, Triocean Industrial Co.,
Ltd.
Independent director, TungThih Electronic
Co., Ltd		 Companies that are
within the same or
similar business
scope of the
Company.		 Term of office
as a director
of the
Company.
Chen-Rong Chiang Chairman,
Taiwan-Asahi
Environmental
Technology Co., Ltd.
Chairman, Diamond Technical & Trading
Corp.
Independent Director, Sampo Corporation.
Independent Director, Alpha Networks Inc.
Independent
Director,
Chernan
Metal
Industrial Corp.		 Companies that are
within the same or
similar business
scope of the
Company.		 Term of office
as a director
of the
Company.

70

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