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GLOBAL PMX — AGM Information 2020
Jun 30, 2020
52403_rns_2020-06-30_3d23100a-9350-4528-af99-73da6ff0ab0f.pdf
AGM Information
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【 Stock Code:4551 】
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GLOBAL PMX CO., LTD.
Annual Shareholders’ Meeting 2020 Meeting Handbook
Date : June 22, 2020
Place : 3F., No.398, Minquan Rd., Zhongli Dist., Taoyuan City
Table of Contents
- Meeting Procedure -------------------------------------------------------------------------------- 1 2. Meeting Agenda ----------------------------------------------------------------------------------- 2 (1) Report Items ------------------------------------------------------------------------------- 4 (2) Matters for Ratification ------------------------------------------------------------------ 6 (3) Matters for Discussion ------------------------------------------------------------------- 7 (4) Election -------------------------------------------------------------------------------------- 7 (5) Other motion ------------------------------------------------------------------------------ 9 (6) Extempore motion ----------------------------------------------------------------------- 10 (7) Adjournment ----------------------------------------------------------------------------- 10 3. Attachment (1) Business Report 2019 -------------------------------------------------------------------- 11 (2) Review Report of Audit Committee of 2019 ---------------------------------------- 14 (3) Amended Comparison Table of Corporate Social Responsibility Best Practice Principles ----------------------------------------------------------------------- 15 (4) Procedures for Ethical Management and Guidelines for Conduct -------------- 19 (5) Certified Public Accountant’s Audit Report and Financial Statements --------- 28 (6) 2019 Earnings Distribution Table ----------------------------------------------------- 50 (7) Amended Comparison Table of Articles of Incorporation --------------------------- 51 (8) Amended Comparison Table of the Rules of Procedure for Shareholders’ Meeting53 4. Appendix (1) Articles of Incorporation (Before amended) ----------------------------------------- 61 (2) Rules and Procedure of Shareholders’ Meeting (Before amended) ---------------- 67 (3) Director Election Regulations ---------------------------------------------------------- 71 (4) Corporate Social Responsibility Best Practice Principles (Before amended) ----- 73 (5) Shareholdings of Directors ------------------------------------------------------------- 80 (6) Other Supplementary Notes ------------------------------------------------------------- 80
1. Meeting Procedure
GLOBAL PMX CO., LTD. Procedure of the 2020 Shareholders’ Meeting
(1) Call Meeting to Order
(2) Chairman’s Address
(3) Report Items
(4) Matters for Ratification
(5) Matters for Discussion
(6) Election item
(7) Other motion
(8) Extempore Motion
(9) Adjournment
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2.Meeting Agenda
GLOBAL PMX CO., LTD.
Procedure for the 2020 Annual Meeting of Shareholders
Time : Mon, June 22, 2020 at 9 a.m
Place : 3F, No. 398, Minquan Road, Zhongli District, Taoyuan City 【 Hotel Kuva Chateau Peach Blossom Hall 】
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(1) Call Meeting to Order
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(2) Chairman’s Address
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(3) Report Items
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<1> Proposal: Business Report of 2019
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<2> Proposal: Audit Committee’s Review Report on the 2019 Business Report and Financial Statements
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<3> Proposal: Compensation distribution for employees and directors of 2019
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<4> Proposal: The first issue of Domestic Unsecured Convertible Corporate Bonds
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<5> Proposal: The Shares Exchange of the Company and SIXXON PRECISION MACHINERY CO., LTD.
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<6> Proposal: Proposal: Amendment to Corporate Social Responsibility Best Practice Principles
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<7> Proposal: Formulate Procedures for Ethical Management and Guidelines for Conduct
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(4) Matters for Ratification
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<1> Proposal: Business Report and Financial Statements of 2019
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<2> Proposal: Distribution of 2019 earnings
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(5) Matters for Discussion
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<1> Proposal: Amendment to the Articles of Incorporation
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<2> Proposal: Amendment to the Rules of Procedure for Shareholders’ Meeting
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(6) Election item
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<1> Proposal: To elect Director (including six non-independent directors and three independent directors)
(7) Other motion
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<1> Proposal: The restriction of non-compete agreement of newly elected directors and director’s legal representative are removed.
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(8) Extempore motion
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(9) Adjournment
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Re ort Items p
<1>
Proposal: Business Report of 2019
Explanation: Business Report of 2019, attached in Attachment 1 of the Meeting Handbook page 11-13
<2>
Proposal: Audit Committee’s Review Report on the 2019 Business Report and Financial Statements. Explanation: Audit Committee’s Review Report on the 2019, attached in Attachment 2 of the Meeting Handbook page 14.
<3>
Proposal: Compensation distribution for employees and directors of 2019.
Explanation: According to the allocation ratio of Article of Incorporation and the company's 2019 annual profitability. It was approved by the Compensation Committee and the Board of Directors to distribute 2019 annual employee compensation of NT$21,482,919 and director's compensation of NT$10,781,390 in cash.
<4>
Proposal:The first issue of Domestic Unsecured Convertible Corporate Bonds
Explanation: (1) The first issue of Domestic Unsecured Convertible Corporate Bonds was approved for recordation per 17 January 2018 Letter No. FinancialSupervisory-Securities-Corporate-1060051431.
(2) As of April 24, 2020, the issuance and conversion of this convertible bond is as follows:
| As of April 24, 2020, the is as follows: |
issuance and conversion of this convertible bond |
|---|---|
| Bond | GLOBAL PMX CO., LTD. The first issue of Domestic Unsecured Convertible Corporate Bonds |
| Issue reason | Repayment of bank loans and overseas re- investment |
| Total amount of issue | NT$ 1,500,000,000 |
| Issue denomination | NT$ 100,000 |
| Coupon rate | 0% |
| Issue period | 3 years, due from February 5, 2018 to February 5, 2021 |
| Conversion price | NT$ 158.2 |
| Conversion status | As of April 24, 2020, there has been no application for conversion. |
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<5>
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Proposal: The Share Exchange report of the Company and SIXXON PRECISION MACHINERY CO., LTD.
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Explanation:(1)The share conversion of the company and SIXXON PRECISION MACHINARY CO., LTD. (hereinafter referred to as, SIXXON PRECISION) is executed in order to integrate the resources of the enterprise, to achieve the economies of scale in integrated development, furthermore, to enhance the market competitiveness. The conversion is performed by issuing new shares, each 1.25 common share of SIXXON PRECISION recieves 1 common share of the company. Upon completion of this M&A matter, SIXXON PRECISION will become a 100%-owned subsidiary of the Company.
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(2) As of the date of issuance of the meeting notice, the registration of new shares issued in exchange, the share conversion, is still being considered by the Ministry of Economic Affairs.
<6>
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Proposal: Amendment to Corporate Social Responsibility Best Practice Principles Explanation: (1) In order to enhance company governance and folllow the rules, the amendment of some provisions of Corporate Social Responsibility Best Practice Principles was approved for recordation per 12 Feburary 2020 Letter No. Financial-Supervisory-Securities-Corporate-1080341134.
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(2) The comparison table of the proposed amendments is attached. Please refer to Attachment 3 on pages15 to 18 of the Meeting Handbook.
<7>
Proposal: Formulate Procedures for Ethical Management and Guidelines for Conduct
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Explanation: (1) In order to enhance company governance and folllow the rules, formulating Procedures for Ethical Management and Guidelines for Conduct was approved for recordation per 12 Feburary 2020 Letter No. FinancialSupervisory-Securities-Corporate-1080341134.
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(2) The comparison table of the proposed amendments is attached. Please refer to Attachment 4 on pages 19 to 27 of the Meeting Handbook.
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Matters for Ratification
<1>
Proposed by the Board of Directors
Proposal: Business Report and Financial Statements of 2019
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Explanation: (1)The financial statements and consolidated financial statements of 2019 were verified by Deloitte & Touche. Accountants Weng, Roy and Kuo, Frida N., and audit report on which an unqualified opinion has been issued. Reviewed with the business report by the Audit Committee, and submitted to the shareholders’ meeting for resolution.
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(2)The business report, certified public accountant’s audit report and financial statement, attached in Attachment 1 of the Meeting Handbook, page 11-13 and Attachment 5, page 28-49.
Resolution:
<2>
Proposed by the Board of Directors
Proposal: Distribution of 2019 earnings
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Explanation: (1) The availabie annual profit in 2019 for distribution is NT$854,420,964, considering the need of business development, it is proposed to allocate shareholders' cash dividends of NT$204,835,000, NT$ 2.5 per share, calculated to an integer. If the cash dividend distribution is less than NT$ 1, it will be transferred to other income of the company.
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(2) Upon the approval of the Shareholders’ Meeting, it is proposed that the chairman be authorized to resolve the date of payment and other relevant issues.
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(3) If the distribution is amended by the competent authority, or because of the buyback of shares of the company, the transfer of employees or cancellation of treasury shares, the execution of employee stock option certificates, and the conversion of convertible corporate bonds, The conversion of shares or other reasons, the number of shares outstanding in circulation will be affected, and the shareholder ratio will occur. In the event of a change, it is proposed to request the shareholders' meeting to authorize the chairman to handle the relevant issues.
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(4) The distribution of 2019 earnings attached in Attachment 6 of the Meeting Handbook, page 50.
Resolution:
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Matters for Discussion
<1> Proposed by the Board of Directors
Proposal: Amendment to the Articles of Incorporation Explanation: (1) In order to accommodate the company’s business practice, some provisions of the Articles of Incorporation are amended.
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(2) The comparison table of the proposed amendments is attached. Please refer to Attachment 7 on pages 51 to 52 of the Meeting Handbook.
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(3) Please proceed to discuss.
Resolution:
<2> Proposed by the Board of Directors
Proposal: Amendment to Rules and Procedure of Shareholders’ Meeting
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Explanation: (1) In oder to deal efficiently with the amendment of some provisions in the future, the rules and procedure of shareholders’ meeting was approved for recordation in accordance with the letter of Taiwan Stock Exchange on January 2, 2020, Taiwan Certificate Governance No.1080024221. The sample template for
「XXX Co., Ltd. Rules of Procedure for Shareholders Meetings」has been revised and the company「Rules and Procedure of Shareholders’Meeting」has been newly established. -
(2) The new etstablished provision is attached. Please refer to Attachment 8 on pages 53 to 60 of the Meeting Handbook.
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(3) Please proceed to discuss.
Resolution:
Election item
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<1> Proposed by the Board of Directors
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Proposal: The nine directors are considered to be re-elected. (Six non-independent directors and three independent directors).
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Explanation: (1) The responsibility of the current directors (including independent directors) will complete on June 15, 2020. In accordance with the operation of the shareholders’ general meeting, the comprehensive re-election is regulated to conduct at the shareholders’ general meeting held on June 22, 2020.
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(2) According to the Article Incorporation of the company, nine directors (including three independent directors) should be elected on this agenda and the tenure will be three years started from June 22, 2020 and ended on June 21, 2023.
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(3) The company election of directors shall adopt a candidate nomination system. List of applicants inspected and approved by the board of directors.
| Title | Name | Educational background |
Experience | Current Positions at the Other Companies |
Holding shares |
|
|---|---|---|---|---|---|---|
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| Director | Lin Zheng- Sheng |
Sheng-te Christian College |
Chairman of Sixxon Precision Machinery Co., Ltd. Chairman of Xushen International Technology Co., Ltd. Chairman of Global PMX Co., Ltd. |
Chairman of Global PMX Co., Ltd. Legal representative of the Company Director of Global PMX Co., Ltd.(in Zhejiang), Seamax Manufacturing Co., Ltd.(in Dongguan), Global PMX Co., Ltd. (in Jiaxing) Chairman of JYT Technology Co., Ltd. Director of Sixxon Precision Machinery Co., Ltd. Director of New Alliance Group Limited. Chairman of Sixxon Precision Machinery Co., Ltd. Chairman of Xushen International |
390,000 |
|---|---|---|---|---|---|
| Director | Sixxon Precision Machinery Co.,Ltd. |
- |
- | - | 12,256,900 |
| Director | Lu Jing- Wei |
Chien Hsin University of Science and Technology |
Vice chairman of Global-Thaix on Precision Industry Co., Ltd. |
Legal representative of the Company’s directors of Global PMX Co., Ltd.(in Zhejiang), Seamax Manufacturing Pte., Ltd.(in Dongguan), Global PMX Co., Ltd. (in Jiaxing). and Sixxon Precision Machinery Co., Ltd., New Giant Limited. Vice chairman of Global- Thaix on Precision Industry Co., Ltd. Director of Sixxon Precision Machinery (Kunshan) Co., Ltd., New Giant Limited |
10,000 |
| Director | He Rui- Zheng (Note 2) |
Master of Managemen tof National Cheng Kung Engineering and Science University |
- | Director of Elno Technology Co., Ltd. |
416,000 |
| Director | Lin Liang- Xiong |
Department of Engineering Machinery of Taichung |
- |
Director of RICH ABUNDANT LIMITED. |
329,000 |
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| Industrial High School |
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|---|---|---|---|---|---|
| Director | Lin En- Dao |
Master of Business Administration of Chulalongkorn University |
Gereral Manager of GLOBAL PMX CO.,LTD. |
Chairman of Sixxon Precision Machinery Co., Ltd Chairman of JYT Technology Co., Ltd. Director of JYT Technology Co., Ltd. |
1,416,000 |
| Independent Director |
Cai Jia-Yu |
Graduate of Accounting Institute of Tamkang University |
Partner accountant of Jia Cheng CPAs Firm Project manager of Accton Technology Co., Ltd. |
Partner accountant of We Win CPAs Firm Independent director of North- Star Petroleum Co., Ltd. |
0 |
| Independent Director |
Yang Xiang-Yu |
Department of Finance and Taxation of Feng Chia University |
Assistant Vice President of Fubon Private Banking |
Geminis Securities Limited (Hong Kong) Senior Vice President |
0 |
| Independent Director |
Qing0De Gu |
Master degree of Ocean Resources of National Sun Yat-sen University |
The Maintenance Engineer of Canon Semiconductor Equipment Taiwan, Inc. |
Head of Dachuang Industrial Co., Ltd. |
0 |
- Please vote.
Result of Election
Other Motion
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<1> Proposed by the Board of Directors Proposal: The restriction of non-compete agreement of newly elected directors and director’s legal representative are removed.
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Explanation: ( 1) Pursuant to Article 209 of the Company Act, “a director engaging, either for himself or on behalf of another person that are within the scope of the company's business, shall explain to the meeting of shareholders the essential details of such activities and secure its approval.”
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(2) In an effort to the advantages of diversified operations and enhances operational performance, there is mandatory to practice for ourselves and others within the extent of the company act, without prejudice to the interests of the company. It is proposed the shareholders' meeting remove the restriction of non-compete agreement of new directors.
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Extem ore Motion p
Adjournment
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3. Attachment
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Attachment 1
Business Report 2019
1. Business Report 2019:
(1) Operating results in 2019:
With the full support of shareholders and the efforts of all staffs, the consolidated revenue in 2019 increased by 13.32 percent higher than the previous year, 2018. Net profit has a substantial increases of NT$622,427 thousand, increased by 24.56 percent compared with a year earlier.The after-tax earnings per share was NT$7.60 in 2019.
Unit: NT$ thousands
| Item Net sales Gross profit Operating income Pre-tax income Net income |
2019 | 2018 | Change ratio |
|---|---|---|---|
| 5,014,098 | 4,424,839 | ||
| 13.32% | |||
| 1,380,375 | 1,286,270 | 7.32% | |
| 898,134 | 819,064 | 9.65% | |
| 858,581 | 726,669 | 18.15% | |
| 622,427 | 499,709 | 24.56% | |
(2) Budget implementation:
According to the laws and regulations, the company has not disclosed the 2019 financial forecast. The overall operation and actual performance are roughly equivalent to the business plans developed within the company.
(3) Financial revenue, expenditure, and profitability analysis:
| Item | 2019 | 2018 | |
|---|---|---|---|
| Financial structure |
Debt to asset ratio % | 65.00 | 62.92 |
| Long-term capital to property, plant and equipment % |
131.74 | 131.75 | |
| Solvency | Current ratio % | 125.94 | 123.17 |
| Quick ratio % | 103.18 | 91.92 | |
| Profitability | Return on total assets % | 7.96 | 7.80 |
| Return on shareholders’ equity % | 20.72 | 17.22 | |
| Profit ratio | 12.41 | 11.29 | |
| Earnings per share (NT$) | 7.60 | 6.10 |
(4) Research and Development status:
The company is a professional precision metal component processing manufacturer, the main technology lies in the development of CNC lathes, milling machines, turning and milling composite automatic lathes, grinding machines, surface treatment and etc. To achieve optimal production and quality with systematic measurement control
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management for quality feedback. Therefore, in the development of new products, the selection of machinery and equipment, the design of the manufacturing process, the development and production of the fixtures required in the process, and the innovation of the measurement and inspection tools are the focus of research and development. With the introduction of automation, the production is optimized. The developed technology can be applied to the processing of metal products in various industries, such as automotive components, disk drive motor components, semiconductor components, medical equipment components, consumer electronic components and so on.
The research and development for the implementation of the short-term, medium-term and long-term plans are as follows:
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●Short term: In the automotive, medical and information industries, through new customer products such as dual clutch parts, automotive diesel nozzles, high pressure pump core parts, brake safety components, and surgical automatic stapler components, we continue to register as a qualified FDA medical orthopedic surgical device component assembly in the United States and develop cloud drive product capacity verification.
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●Medium term: Cooperate with the client to develop precision finishing workpieces for hybrid electric vehicles. Enhance process integration such as stamping, forging, multi-axis machine multi-station processing and so on. To provide integrated processing service modules, including integrated front-end stamping, forging, casting, injection molding, machined turning, milling, multi-axis and back-end surface treatment and assembly services.
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●Long term: Cut into the important supply chain of electric vehicle precision components. Integrate new machine performance and develop more processing and assembly capabilities. In order to provide more high value-added products for clients. We expect to be a "world-class leading factory for precision machinery foundry."
2. 2020 Operational Plan Summary:
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(1) Operating strategy
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<1> Strictly preventing the transmission of pneumonia from novel coronavirus infection, to create a workplace where employees can work with peace of mind.
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<2> Best Quality, Best Discipline.
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<3> To promote the talented elite program and to accelerate the development of automated equipment.
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<4> The successful mass production of new products is a key issue for this year.
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<5> To build the new plant and expand manufacturing production capacity to meet future customer demand.
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(2) Sales Quantity forecast and its basis
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The shipments for 2020 are expected to continue to grow under the enthusiasm of major customers' original product orders and the gradual entry of new products into mass production. The shipment estimation of this year is based on long-term demand forecasts provided by customers, new project development schedules, and capacity planning.
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(3) Important production and marketing policy
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<1> Production policy: The integrity of the new plant and the availability of the machines have been prepared to meet the large production plan for new products.
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- <2> Marketing Policy: To meet the needs of existing customers, and actively strive for new orders. To manage potential customers, and fully cooperate with new customers to develop the required resources. To observe the market trends and strive to develop high-quality, stable and high value-added customers.
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Future company development strategy:
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(1) To reduce the proportion of auto parts with low traditional additional value, and increase industrial products such as high additional value automobiles, medical supplies, high-tech industries and environmental green energy.
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(2) To develop future electric vehicle customers and increase the proportion of medical customer products in order to diversify the risk of customer concentration.
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(3) To integrate critical processes vertically, and to enhance high additional value processes such as stamping, forging and multi-axis machining processes, front-end material and back-end surface treatment capabilities and equipment investment.
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Affection of the external competitive environment, regulatory environment and overall business environment:
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Affected by the epidemic of Coronavirus and outbreaks this year, the overall global economic growth could be lowered. The company has responded to this epidemic immediately and strictly implemented the preventing transmission of pneumonia from novel coronavirus infection under the strict supervision of the local government and continues to be the benchmarking company. In response to future changes, we remain committed to the principles of “Best Quality, Best Discipline”, and continue to move forward without hesitating of dedicated works for the maximum shareholders’ value, and make contribution for the prosperity and development of the local region.
GLOBAL PMX CO., LTD.
Chairman: Zheng-Sheng Lin
General Manager: En-Dao Lin
Chief Accountant: Yao-Ling Huang
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Attachment 2
Review Report of Audit Committee
GLOBAL PMX CO., LTD.
Review Report of Audit Committee
The Board of Directors made the Company's 2019 business report, financial statements (including consolidated financial statements) and appropriation of earnings, among which the financial statements (including consolidated financial statements) were certified by Deloitte & Touche. and issued a verification report.
The above-mentioned business report, financial statements (including consolidated financial statements) and appropriation of earnings are approved by the Audit Committee, and it is considered that there is no disagreement, and in accordance with Article 14.4 of the Securities and Exchange Act and Article 219 of the Company Act made a report, please review it.
To
2020 Annual Shareholders’ Meeting
GLOBAL PMX CO., LTD.
Audit committee chairperson : Chia-Yu Tsai
March 23, 2020
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Attachment 3
GLOBAL PMX CO., LTD.
Amended Comparison Table of Corporate Social Responsibility Best Practice Principles
| Modified provisions | Current | provisions | Amendment basis and reasons |
||
|---|---|---|---|---|---|
| Article 2 The Principles including the entire operations of each such company and its business group. The Companyactively fulfill their corporate social responsibility in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on corporate social responsibility. |
Article 2 The Principlesapplies to The Company,including the entire operations of each such company and its business group. ThePrinciples encourages The Company to actively fulfill their corporate social responsibility in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on corporate social responsibility. |
Amended in conjunction with the law. |
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| Article 3 In fulfilling corporate social responsibility initiatives, The Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. The company should prosecute a risk assessment of environmental, social, and corporate governance issues related to the company's operations in accordance with key principles and formulate policies or risk management strategies that are relevant. |
Article 3 In fulfilling corporate social responsibility initiatives, The Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. |
Amended in conjunction with the law. |
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| Article 17 | Article 17 | Amended in |
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| Modified provisions | Current provisions | Current provisions | Amendment basis and reasons |
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|---|---|---|---|---|---|
| The Company should evaluate the potential risks and opportunities brought by climate change for now and the future, and take the responsive |
The Company are advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company. 2. Indirect greenhouse gas emissions:emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. The Companyare advised to monitor the impact of climate change on their operations and should establish company strategies for energy conservation and carbon and greenhouse gas reduction based upon their operations and the result of a greenhouse gas inventory.Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change. |
conjunction with the law. |
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measures for climate related issues. The Company are advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company. 2. Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. The Company should calculate the greenhouse gases (GHG) emission, water consumption and the total weight of wastes, and formulate the strategies for energy conservation, carbon reduction, GHG emission reduction, water saving or management of other wastes.Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change. |
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| Article 21 The Company are advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. The Company shallformulate and implement reasonable employee welfare measures (including salary, vacation and other benefits, etc.),and appropriately reflect thecorporate businessperformance or |
Article 21 The Company are advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. The Company shall appropriately reflect thecorporatebusiness performance or achievements in the employee remunerationpolicy,to ensure the recruitment, retention, and motivation of human resources,and |
Amended in conjunction with the law. |
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| Modified provisions | Current provisions | Amendment basis and reasons |
|
|---|---|---|---|
| achievements in the employee remunerationpolicy,to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. |
achieve the objective of sustainable operations. |
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| Article 24 The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The Company shall follow relevant laws, regulations and international guidelines when marketing or labeling their products and servicesof Customer health and safety, customer privacy,and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests. |
Article 24 The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The Company shall follow relevant laws, regulations and international guidelines when marketing or labeling their products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests. |
Amended in conjunction with the law. |
|
| Article 26 The Company are advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative. The Company should formulate the supplier management policies and require suppliers to follow relevant norms on environmental protection, occupational safety and health, or labor’s human rights,and prior to engaging in commercial dealings, The Company are advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy. When The Company enter into a contract with any of their major suppliers,the content should include |
Article 26 The Company are advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative. Prior to engaging in commercial dealings, The Company are advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy. When The Company enter into a contract with any of their major suppliers,the content should include |
Amended in conjunction with the law. |
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| Modified provisions | Current provisions | Amendment basis and reasons |
|
|---|---|---|---|
| terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supplysource. |
terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supplysource. |
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Article 31…Omitted…The third amendment was on March 23, 2020 |
Article 31…Omitted… |
Add the date and number of this amendment. |
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Attachment 4
GLOBAL PMX CO., LTD.
The Procedures for Ethical Management and Guidelines for Conduct.
Article 1
(Purpose of adoption and scope of application)
This Corporation engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and the applicable laws and regulations of the places where this Corporation and its business groups and organizations operate, with a view to providing all personnel of this Corporation with clear directions for the performance of their duties.
The scope of application of these Procedures and Guidelines includes the subsidiaries of this Corporation, any incorporated foundation in which this Corporation's accumulated contributions, direct or indirect, exceed 50 percent of the total funds of the foundation, and other group enterprises and organizations, such as institutions or juristic persons, substantially controlled by this Corporation.
Article 2
(Applicable subjects)
For the purposes of these Procedures and Guidelines, the term "personnel of this Corporation" refers to any director, supervisor, managerial officer, employee, mandatary or person having substantial control, of this Corporation or its group enterprises and organizations. Any provision, promise, request, or acceptance of improper benefits by any personnel of this Corporation through a third party will be presumed to be an act by the personnel of this Corporation.
Article 3
(Unethical conduct)
For the purposes of these Procedures and Guidelines, "unethical conduct" means that any personnel of this Corporation, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.
The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and government-owned or privateowned enterprises or institutions and their directors, supervisors, managerial officers, employees, persons having substantial control, or other interested parties.
Article 4
(Types of benefits)
For the purposes of these Procedures and Guidelines, the term "benefits" means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.
Article 5
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(Responsible unit and Position)
This corporation shall designate the administration department as the solely responsible unit and allocate sufficient resources and qualified personnel to handle this operating procedure, (hereinafter, "responsible unit") under the board of directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports at least once a year to the board of directors:
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Assisting in incorporating ethics and moral values into this Corporation's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
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Analyzing and assessing risk of an unethical conduct regularly and adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to this Corporation's operations and business.
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Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
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Promoting and coordinating awareness and educational activities with respect to ethics policy.
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Developing a whistle-blowing system and ensuring its operating effectiveness.
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Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
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Conducting and properly maintaining the integrity management policy and its statement of compliance, implementation of commitments and implementation, and other relevant documented information.
Article 6
(Prohibition against providing or accepting improper benefits)
Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of this Corporation shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out:
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The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination.
-
The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships.
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Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance.
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Attendance at folk festivals that are open to and invite the attendance of the general public.
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Rewards, emergency assistance, condolence payments, or honorariums from the management.
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Money, property, or other benefits with a market value of NT$3,000 or less offered to or accepted from a person other than relatives or friends; or gifts of property with a total market value of NT$10,000 or less given by another party to the majority of the personnel of this Corporation, provided that the total market value of the property offered to the same counterparty or coming from the same source within a single fiscal year shall be limited to
-
20 -
NT$30,000.
-
Property with a market value of Other market value does not exceed normal social etiquette standard, or less received due to engagement, marriage, maternity, relocation, assumption of a position, promotion or transfer, retirement, resignation, or severance, or the injury, illness, or death of the recipient or the recipient's spouse or lineal relative.
-
Other conduct that complies with the rules of this Corporation.
Article 7
(Procedures for handling the acceptance of improper benefits)
Except under any of the circumstances set forth in the preceding article, when any personnel of this Corporation are provided with or are promised, either directly or indirectly, any benefits as specified in Article 4 by a third party, the matter shall be handled in accordance with the following procedures:
-
If there is no relationship of interest between the party providing or offering the benefit and the official duties of this Corporation's personnel, the personnel shall report to their immediate supervisor within 3 days from the acceptance of the benefit, and the responsible unit shall be notified if necessary.
-
2.If a relationship of interest does exist between the party providing or offering the benefit and the official duties of this Corporation's personnel, the personnel shall return or refuse the benefit, and shall report to his or her immediate supervisor and notify the responsible unit. When the benefit cannot be returned, then within 3 days from the acceptance of the benefit, the personnel shall refer the matter to the responsible unit for handling.
"A relationship of interest between the party providing or offering the benefit and the official duties of this Corporation's personnel," as referred to in the preceding paragraph, refers to one of the following circumstances:
-
When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses.
-
When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established.
-
Other circumstances in which a decision regarding this Corporation's business, or the
-
execution or non-execution of business, will result in a beneficial or adverse impact.
The responsible unit of this Corporation shall make a proposal, based on the nature and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved by the chief executive of the administration department.
Article 8
(Prohibition of and handling procedure for facilitating payments) This Corporation shall neither provide nor promise any facilitating payment.
If any personnel of this Corporation provides or promises a facilitating payment under threat or intimidation, they shall submit a report to their immediate supervisor stating the facts and shall notify the responsible unit.
Upon receipt of the report under the preceding paragraph, the responsible unit shall take immediate action and undertake a review of relevant matters in order to minimize the risk of recurrence. In a case involving alleged illegality, the responsible unit shall also immediately report to the relevant judicial agency.
Article 9
(Procedures for handling political contributions) Political contributions by this Corporation shall be made in accordance with the following
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provisions, reported to the General Manager for approval, and a notification given to the responsible unit, and when the amount of a contribution is NT$1,000,000 or more, it shall be made only after being reported to and approved by the board of directors:
-
It shall be ascertained that the political contribution is in compliance with the laws and regulations governing political contributions in the country in which the recipient is located, including the maximum amount and the form in which a contribution may be made.
-
A written record of the decision-making process shall be kept.
-
Account entries shall be made for all political contributions in accordance with applicable laws and regulations and relevant procedures for accounting treatment.
-
In making political contributions, commercial dealings, applications for permits, or carrying out other matters involving the interests of this Corporation with the related government agencies shall be avoided.
Article 10
(Procedures for handling charitable donations or sponsorships)
Charitable donations or sponsorships by this Corporation shall be provided in accordance with the following provisions and reported to General Manager for approval, and a notification shall be given to the responsible unit. When the amount is NT$1,000,000 or more, the donation or sponsorship shall be provided only after it has been submitted for adoption by the board of directors:
-
It shall be ascertained that the donation or sponsorship is in compliance with the laws and regulations of the country where this Corporation is doing business.
-
A written record of the decision making process shall be kept.
-
A charitable donation shall be given to a valid charitable institution and may not be a disguised form of bribery.
-
4.The returns received as a result of any sponsorship shall be specific and reasonable, and the subject of the sponsorship may not be a counterparty of this Corporation's commercial dealings or a party with which any personnel of this Corporation has a relationship of interest.
-
After a charitable donation or sponsorship has been given, it shall be ascertained that the destination to which the money flows is consistent with the purpose of the contribution.
Article 11
(Recusal)
When a Company director , supervisor, officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.
Director's spouse, second relatives, or other blood relatives, or a company that has a controlling affiliation with a director.Those who has a stake in the matters at the meeting shall be deemed as directors who have their own stake in this matter.
If in the course of conducting company business, any personnel of this Corporation discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions.
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No personnel of this Corporation may use company resources on commercial activities other than those of this Corporation, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of this Corporation.
Article 12
(Special unit in charge of confidentiality regime and its responsibilities)
This Corporation shall set up a special unit charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of this Corporation's trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures.
All personnel of this Corporation shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of this Corporation of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of this Corporation unrelated to their individual duties.
Article 13
(Prohibition of Unfair Competition)
This Corporation shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.
Article 14
(Prevention of Products or Services from Damage to Stakeholders)
This Corporation shall collect and understand the applicable laws and regulations and international standards governing its products and services which it shall observe and gather and publish all guidelines to cause personnel of this Corporation to ensure the transparency of information about, and safety of, the products and services in the course of their research and development, procurement, manufacture, provision, or sale of products and services. This Corporation shall adopt and publish on its website a policy on the protection of the rights and interests of consumers or other stakeholders to prevent its products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders.
Where there are media reports, or sufficient facts to determine, that this Corporation's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, this Corporation shall recall those products as soon so poisbile or suspend the services, verify the facts and present a review and improvement plan.
The responsible unit of this Corporation shall report the event as in the preceding paragraph, actions taken, and subsequent reviews and corrective measures taken to the board of directors.
Article 15
(Prohibition of Insider Trading and Confidentiality Agreement)
All Company personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider
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trading.
Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation.
Article 16
(Announcement of policy of ethical management to outside parties)
The company shall require directors and senior management to issue a statement of compliance with the integrity management policy, and require employees to comply with the integrity management policy.
This Corporation shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.
Article 17
(Ethical management evaluation prior to development of commercial relationships) Before developing a commercial relationship with another party, such as an agent, supplier, customer, or other counterparty in commercial dealings, this Corporation shall evaluate the legality and ethical management policy of the party and ascertain whether the party has a record of involvement in unethical conduct, in order to ensure that the party conducts business in a fair and transparent manner and will not request, offer, or take bribes.
When this Corporation carries out the evaluation under the preceding paragraph, it may adopt appropriate audit procedures for a review of the counterparty with which it will have commercial dealings with respect to the following matters, in order to gain a comprehensive knowledge of its ethical management:
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The enterprise's nationality, location of business operations, organizational structure, and management policy, and place where it will make payment.
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Whether the enterprise has adopted an ethical management policy, and the status of its implementation.
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Whether enterprise's business operations are located in a country with a high risk of corruption.
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Whether the business operated by the enterprise is in an industry with a high risk of bribery.
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The long-term business condition and degree of goodwill of the enterprise.
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Consultation with the enterprise's business partners on their opinion of the enterprise.
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Whether the enterprise has a record of involvement in unethical conduct such as bribery or illegal political contributions.
Article 18
(Statement of ethical management policy to counterparties in commercial dealings) Any personnel of this Corporation, when engaging in commercial activities, shall make a statement to the trading counterparty about this Corporation's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name.
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Article 19
(Avoidance of commercial dealings with unethical operators)
All personnel of this Corporation shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement this Corporation's ethical management policy.
Article 20
(Stipulation of terms of ethical management in contracts)
Before entering into a contract with another party, this Corporation shall gain a thorough knowledge of the status of the other party's ethical management, and shall make observance of the ethical management policy of this Corporation part of the terms and conditions of the contract, stipulating at the least the following matters:
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When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of acceptance of commissions, rebates, or other improper benefits, the party shall immediately notify the other party of the violator's identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other improper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim for the damages, and may also deduct the full amount of the damages from the contract price payable.
-
Where a party is discovered to be engaged in unethical conduct in its commercial activities, the other party may terminate or rescind the contract unconditionally at any time.
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Specific and reasonable payment terms, including the place and method of payment and the requirement for compliance with related tax laws and regulations.
Article 21
(Handling of unethical conduct by personnel of this Corporation)
As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, this Corporation will grant a reward depending the seriousness of the circumstance concerned. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material.
This Corporation shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for Company insiders and outsiders to submit reports. A whistleblower shall at least furnish the following information:
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the whistleblower ’ s name and I.D. number, and can report anonymously, and an address, telephone number and e-mail address where it can be reached.
-
the informed party's name or other information sufficient to distinguish its identifying features.
-
specific facts available for investigation.
Company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. This Corporation also undertakes to protect the whistleblowers from improper treatment due to their whistle-blowing. The responsible unit of this Corporation shall observe the whistleblowing situation according to the following procedures:
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An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive.
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25 -
-
The responsible unit of this Corporation and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department.
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If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or this Corporation's policy and regulations of ethical management, this Corporation shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, this Corporation will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests, and if necessary, report to the competent authority, transfers it to the judicial authorities for investigation, or requests for damages through legal procedures to protect the company's reputation and rights.
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Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation.
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With respect to a confirmed information, this Corporation shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.
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The responsible unit of this Corporation shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.(Handling of unethical conduct by personnel of this Corporation)
Article 22
(Actions upon event of unethical conduct by others towards this Corporation)
If any personnel of this Corporation discovers that another party has engaged in unethical conduct towards this Corporation, and such unethical conduct involves alleged illegality, this Corporation shall report the relevant facts to the judicial and prosecutorial authorities; where a public service agency or public official is involved, this Corporation shall additionally notify the governmental anti-corruption agency.
Article 23
(Establishment of internal publicity system for rewards, penalties, and complaints, and related disciplinary measures)
The responsible unit of this Corporation shall organize periodically awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries.
This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints.
If any personnel of this Corporation seriously violates ethical conduct, this Corporation shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation. This Corporation shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.
Article 24
(Enforcement)
These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered to audit committee and reported to the shareholders meeting.
When these Procedures and Guidelines are submitted to the board of directors for discussion,
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each independent director's opinions shall be taken into full consideration, and their objections and reservations expressed shall be recorded in the minutes of the board of directors meeting. An independent director that is unable to attend a board meeting in person to express objection or reservation shall provide a written opinion before the board meeting unless there is a legitimate reason to do otherwise, and the opinion shall be recorded in the minutes of the board of directors meeting.
The Procedures and Guidelines was scheduled on March 23, 2020.
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Attachment 5
Independent Auditors' Report
The Board of Directors and Shareholders
Global PMX Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Global PMX Co., Ltd. and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2019, and 2018, and the consolidated statements of the comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2019 and 2018, 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 Report by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
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Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2019 consolidated financial statements of Global PMX Co., Ltd. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:
Revenue Recognition
Sales revenue of automotive parts represented 72% of the consolidated total revenue of the Company and its subsidiaries for the year ended December 31, 2019. As the recognition of revenue from sales of auto parts has significant influences on presentation of financial statements, we consider it a key audit matter based on the materiality along with the guidance that Statements on Auditing Standards prescribes sales revenue as significant risk. Please refer to Note 4 (11) to consolidated financial statements for information on accounting policies relating to revenue recognition.
Below are our main audit procedures performed for revenue recognition:
-
Understood and tested the design and operating effectiveness of the internal controls over revenue recognition from specific sales customer.
-
Sampled and inspected the receivable records of the specific sales customer aforementioned, selected the appropriate sample to examine the external supporting source documents, to verify whether the sales transaction actually occurred.
-
Inspected balance sheet to ascertain whether there have been any material sales returns or allowances in the current period and the subsequent period, and, if so, inquire about the reason and find out whether they have been adequately presented.
Other Matter
We have also audited the parent company only financial statements of Global PMX Co., Ltd. as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
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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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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 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.
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2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 Company to cease to continue as a going concern.
5. 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.
6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 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.
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*** These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.**
The engagement partners on the audit resulting in this independent auditors’ report are Weng, Roy and Kuo, Frida N.
Reference number of the FSC approval letter,
Order no. Financial-Supervisory-Securities-Auditing-1010028123 of the Financial Supervisory Commission
Reference number of the FSC approval letter,
Order no. Financial-Supervisory-Securities-Auditing-1070323246 of the Financial Supervisory Commission
Deloitte & Touche
Taipei, Taiwan Republic of China March 23, 2020
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Global PMX Co., Ltd. and Subsidiaries Consolidated Balance Sheet As of December 31, 2019 and 2018
| C o d e 1100 1150 1170 1180 1200 1210 1220 130X 1410 1470 11XX 1510 1600 1755 1801 1840 1915 1920 1985 15XX 1XXX C o d e 2100 2170 2180 2219 2220 2230 2399 21XX 2530 2540 2640 2645 2570 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX |
Assets Current assets Cash and cash equivalents(Notes 6) Notes receivable, net(Notes 8) Accounts receivable, net(Notes 8) Accounts receivable due from related parties, net(Notes 8 and 28) Other receivables(Notes 8) Other receivables due from related parties(Notes 8 and 28) Current tax assets(Notes 23) Current inventories(Notes 9) Prepayments(Notes 14) Other current assets(Notes 14 and 29) Total current assets Non-current assets Non-current financial assets at fair value through profit or loss (Notes 7) Property, plant and equipment(Notes 11, 28 and 30) Right-of-use assets(Notes 12) Computer software, net(Notes 13) Deferred tax assets(Notes 23) Prepayments for business facilities(Notes 14) Guarantee deposits paid(Notes 14 and 28) Long-term lease prepayments(Notes 14 and 29) Total non-current assets Total assets Liabilities and equity Current liabilities Current borrowings(Notes 15) Accounts payable(Notes 17) Accounts payable to related parties(Notes 17 and 28) Other payables(Notes 18) Other payables to related parties(Notes 18 and 28) Current tax liabilities(Notes 23) Other current liabilities(Notes 18) Total current liabilities Non-current liabilities Bonds payable(Notes 16) Non-current portion of non-current borrowings(Notes 15) Net defined benefit liability, non-current(Notes 19) Guarantee deposits received(Notes 18) Deferred tax liabilities(Notes 23) Total non-current liabilities Total liabilities Equity attributable to owners of parent(Notes 20) Share capital Ordinary share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity interest Total equity Total liabilities and equity |
In Thousands of New Taiwan Dollars December31,2019 December31,2018 m o u n t % A m o u n t % $ 2,203,599 25 $ 1,325,232 17 76,886 1 14,321 - 1,735,182 20 1,458,285 19 27 - 16,330 - 32,421 - 35,279 - 8,267 - 26 - 18,185 - 1,076 - 696,050 8 750,717 10 209,260 2 219,400 3 28,872 - 3,702 - 5,008,749 56 3,824,368 49 1,050 - 600 - 3,489,369 39 3,386,168 43 157,540 2 - - 13,885 15,490 - 86,806 1 46,322 1 130,633 2 365,429 5 1,153 - 15,784 - - - 158,180 2 3,880,436 44 3,987,973 51 $ 8,889,185 100 $ 7,812,341 100 $ 2,660,798 30 $ 1,830,644 23 356,644 4 285,617 4 78,517 1 59,301 1 808,740 9 838,290 11 348 - 12,438 - 67,715 1 73,017 1 4,267 - 5,673 - 3,977,029 45 3,104,980 40 1,485,631 17 1,472,679 19 - - 92,145 1 5,425 - 4,775 - 86 - 89 - 309,696 3 241,184 3 1,800,838 20 1,810,872 23 5,777,867 65 4,915,852 63 819,340 9 819,340 11 1,107,664 13 1,107,664 14 267,650 3 217,679 3 118,410 1 84,243 1 1,069,622 12 785,973 10 1,455,682 16 1,087,895 14 271,368) ( 3) ( 118,410) ( 2) 3,111,318 35 2,896,489 37 $ 8,889,185 100 $ 7,812,341 100 |
In Thousands of New Taiwan Dollars December31,2019 December31,2018 m o u n t % A m o u n t % $ 2,203,599 25 $ 1,325,232 17 76,886 1 14,321 - 1,735,182 20 1,458,285 19 27 - 16,330 - 32,421 - 35,279 - 8,267 - 26 - 18,185 - 1,076 - 696,050 8 750,717 10 209,260 2 219,400 3 28,872 - 3,702 - 5,008,749 56 3,824,368 49 1,050 - 600 - 3,489,369 39 3,386,168 43 157,540 2 - - 13,885 15,490 - 86,806 1 46,322 1 130,633 2 365,429 5 1,153 - 15,784 - - - 158,180 2 3,880,436 44 3,987,973 51 $ 8,889,185 100 $ 7,812,341 100 $ 2,660,798 30 $ 1,830,644 23 356,644 4 285,617 4 78,517 1 59,301 1 808,740 9 838,290 11 348 - 12,438 - 67,715 1 73,017 1 4,267 - 5,673 - 3,977,029 45 3,104,980 40 1,485,631 17 1,472,679 19 - - 92,145 1 5,425 - 4,775 - 86 - 89 - 309,696 3 241,184 3 1,800,838 20 1,810,872 23 5,777,867 65 4,915,852 63 819,340 9 819,340 11 1,107,664 13 1,107,664 14 267,650 3 217,679 3 118,410 1 84,243 1 1,069,622 12 785,973 10 1,455,682 16 1,087,895 14 271,368) ( 3) ( 118,410) ( 2) 3,111,318 35 2,896,489 37 $ 8,889,185 100 $ 7,812,341 100 |
In Thousands of New Taiwan Dollars December31,2019 December31,2018 m o u n t % A m o u n t % $ 2,203,599 25 $ 1,325,232 17 76,886 1 14,321 - 1,735,182 20 1,458,285 19 27 - 16,330 - 32,421 - 35,279 - 8,267 - 26 - 18,185 - 1,076 - 696,050 8 750,717 10 209,260 2 219,400 3 28,872 - 3,702 - 5,008,749 56 3,824,368 49 1,050 - 600 - 3,489,369 39 3,386,168 43 157,540 2 - - 13,885 15,490 - 86,806 1 46,322 1 130,633 2 365,429 5 1,153 - 15,784 - - - 158,180 2 3,880,436 44 3,987,973 51 $ 8,889,185 100 $ 7,812,341 100 $ 2,660,798 30 $ 1,830,644 23 356,644 4 285,617 4 78,517 1 59,301 1 808,740 9 838,290 11 348 - 12,438 - 67,715 1 73,017 1 4,267 - 5,673 - 3,977,029 45 3,104,980 40 1,485,631 17 1,472,679 19 - - 92,145 1 5,425 - 4,775 - 86 - 89 - 309,696 3 241,184 3 1,800,838 20 1,810,872 23 5,777,867 65 4,915,852 63 819,340 9 819,340 11 1,107,664 13 1,107,664 14 267,650 3 217,679 3 118,410 1 84,243 1 1,069,622 12 785,973 10 1,455,682 16 1,087,895 14 271,368) ( 3) ( 118,410) ( 2) 3,111,318 35 2,896,489 37 $ 8,889,185 100 $ 7,812,341 100 |
In Thousands of New Taiwan Dollars December31,2019 December31,2018 m o u n t % A m o u n t % $ 2,203,599 25 $ 1,325,232 17 76,886 1 14,321 - 1,735,182 20 1,458,285 19 27 - 16,330 - 32,421 - 35,279 - 8,267 - 26 - 18,185 - 1,076 - 696,050 8 750,717 10 209,260 2 219,400 3 28,872 - 3,702 - 5,008,749 56 3,824,368 49 1,050 - 600 - 3,489,369 39 3,386,168 43 157,540 2 - - 13,885 15,490 - 86,806 1 46,322 1 130,633 2 365,429 5 1,153 - 15,784 - - - 158,180 2 3,880,436 44 3,987,973 51 $ 8,889,185 100 $ 7,812,341 100 $ 2,660,798 30 $ 1,830,644 23 356,644 4 285,617 4 78,517 1 59,301 1 808,740 9 838,290 11 348 - 12,438 - 67,715 1 73,017 1 4,267 - 5,673 - 3,977,029 45 3,104,980 40 1,485,631 17 1,472,679 19 - - 92,145 1 5,425 - 4,775 - 86 - 89 - 309,696 3 241,184 3 1,800,838 20 1,810,872 23 5,777,867 65 4,915,852 63 819,340 9 819,340 11 1,107,664 13 1,107,664 14 267,650 3 217,679 3 118,410 1 84,243 1 1,069,622 12 785,973 10 1,455,682 16 1,087,895 14 271,368) ( 3) ( 118,410) ( 2) 3,111,318 35 2,896,489 37 $ 8,889,185 100 $ 7,812,341 100 |
In Thousands of New Taiwan Dollars December31,2019 December31,2018 m o u n t % A m o u n t % $ 2,203,599 25 $ 1,325,232 17 76,886 1 14,321 - 1,735,182 20 1,458,285 19 27 - 16,330 - 32,421 - 35,279 - 8,267 - 26 - 18,185 - 1,076 - 696,050 8 750,717 10 209,260 2 219,400 3 28,872 - 3,702 - 5,008,749 56 3,824,368 49 1,050 - 600 - 3,489,369 39 3,386,168 43 157,540 2 - - 13,885 15,490 - 86,806 1 46,322 1 130,633 2 365,429 5 1,153 - 15,784 - - - 158,180 2 3,880,436 44 3,987,973 51 $ 8,889,185 100 $ 7,812,341 100 $ 2,660,798 30 $ 1,830,644 23 356,644 4 285,617 4 78,517 1 59,301 1 808,740 9 838,290 11 348 - 12,438 - 67,715 1 73,017 1 4,267 - 5,673 - 3,977,029 45 3,104,980 40 1,485,631 17 1,472,679 19 - - 92,145 1 5,425 - 4,775 - 86 - 89 - 309,696 3 241,184 3 1,800,838 20 1,810,872 23 5,777,867 65 4,915,852 63 819,340 9 819,340 11 1,107,664 13 1,107,664 14 267,650 3 217,679 3 118,410 1 84,243 1 1,069,622 12 785,973 10 1,455,682 16 1,087,895 14 271,368) ( 3) ( 118,410) ( 2) 3,111,318 35 2,896,489 37 $ 8,889,185 100 $ 7,812,341 100 |
In Thousands of New Taiwan Dollars December31,2019 December31,2018 m o u n t % A m o u n t % $ 2,203,599 25 $ 1,325,232 17 76,886 1 14,321 - 1,735,182 20 1,458,285 19 27 - 16,330 - 32,421 - 35,279 - 8,267 - 26 - 18,185 - 1,076 - 696,050 8 750,717 10 209,260 2 219,400 3 28,872 - 3,702 - 5,008,749 56 3,824,368 49 1,050 - 600 - 3,489,369 39 3,386,168 43 157,540 2 - - 13,885 15,490 - 86,806 1 46,322 1 130,633 2 365,429 5 1,153 - 15,784 - - - 158,180 2 3,880,436 44 3,987,973 51 $ 8,889,185 100 $ 7,812,341 100 $ 2,660,798 30 $ 1,830,644 23 356,644 4 285,617 4 78,517 1 59,301 1 808,740 9 838,290 11 348 - 12,438 - 67,715 1 73,017 1 4,267 - 5,673 - 3,977,029 45 3,104,980 40 1,485,631 17 1,472,679 19 - - 92,145 1 5,425 - 4,775 - 86 - 89 - 309,696 3 241,184 3 1,800,838 20 1,810,872 23 5,777,867 65 4,915,852 63 819,340 9 819,340 11 1,107,664 13 1,107,664 14 267,650 3 217,679 3 118,410 1 84,243 1 1,069,622 12 785,973 10 1,455,682 16 1,087,895 14 271,368) ( 3) ( 118,410) ( 2) 3,111,318 35 2,896,489 37 $ 8,889,185 100 $ 7,812,341 100 |
|
|---|---|---|---|---|---|---|---|---|
| A | m o u n t $ 2,203,599 76,886 1,735,182 27 32,421 8,267 18,185 696,050 209,260 28,872 5,008,749 1,050 3,489,369 157,540 13,885 86,806 130,633 1,153 - 3,880,436 $ 8,889,185 $ 2,660,798 356,644 78,517 808,740 348 67,715 4,267 3,977,029 1,485,631 - 5,425 86 309,696 1,800,838 5,777,867 819,340 1,107,664 267,650 118,410 1,069,622 1,455,682 271,368) 3,111,318 $ 8,889,185 |
A | m o u n t $ 1,325,232 14,321 1,458,285 16,330 35,279 26 1,076 750,717 219,400 3,702 3,824,368 600 3,386,168 - 15,490 46,322 365,429 15,784 158,180 3,987,973 $ 7,812,341 $ 1,830,644 285,617 59,301 838,290 12,438 73,017 5,673 3,104,980 1,472,679 92,145 4,775 89 241,184 1,810,872 4,915,852 819,340 1,107,664 217,679 84,243 785,973 1,087,895 118,410) 2,896,489 $ 7,812,341 |
% | ||||
( |
( |
( |
( |
17 - 19 - - - - 10 3 - 49 - 43 - - 1 5 - 2 51 100 23 4 1 11 - 1 - 40 19 1 - - 3 23 63 11 14 3 1 10 14 2) 37 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the Year Ended December 31, 2019 and 2018
In Thousands of New Taiwan Dollars, Except Earnings Per Share
| C o d e Operating revenue (Notes 21 and 28) 4100 Sales revenue 4110 Sales revenue 4170 Sales returns 4190 Sales discounts and allowances 4000 Total operating revenue 5000 Operating costs(Notes 9, 22 and 28) 5900 Gross profit from operations Operating expenses(Notes 22 and 28) 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses(Notes 22 and 28) 7190 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expenses(Notes 23) (continued) |
Year 2019 m o u n t % $ 5,070,157 101 38,657 ) ( 1 ) 17,402) - 5,014,098 100 3,633,723) ( 72) 1,380,375 28 96,734 ) ( 2 ) 222,045 ) ( 5 ) 169,928 ) ( 3 ) 6,466 - 482,241) ( 10) 898,134 18 57,393 1 44,259 ) ( 1 ) 52,687) ( 1) 39,553) ( 1) 858,581 17 236,154) ( 5) |
Year 2018 | Year 2018 | ||
|---|---|---|---|---|---|
| A | m o u n t $ 5,070,157 38,657 ) 17,402) 5,014,098 3,633,723) 1,380,375 96,734 ) 222,045 ) 169,928 ) 6,466 482,241) 898,134 57,393 44,259 ) 52,687) 39,553) 858,581 236,154) |
A | m o u n t $ 4,470,214 33,501 ) 11,874) 4,424,839 3,138,569) 1,286,270 93,491 ) 216,776 ) 153,717 ) 3,222) 467,206) 819,064 28,852 80,183 ) 41,064) 92,395) 726,669 226,960) |
% |
|
( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( |
101 ( 1 ) - 100 ( 71) 29 ( 2 ) ( 5 ) ( 3 ) - ( 10) 19 1 ( 2 ) ( 1) ( 2) 17 ( 5) |
- 34 -
| C o d e 8200 Profit Other comprehensive income 8310 Components of other comprehensive income that will not be reclassified to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans 8360 Components of other comprehensive income that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation 8300 Total other comprehensive income 8500 Total comprehensive income Profit (loss) attributable to: 8610 owners of the parent 8620 Non-controlling interests 8600 Comprehensive income attributable to 8710 owners of the parent 8720 Non-controlling interests 8700 Earnings per share(Notes 24) From continuing operations 9710 Basic 9810 Diluted |
Year 2019 | Year 2019 | % 12 - ( 3 ) ( 3) 9 12 - 12 9 - 9 |
Year 2018 | Year 2018 | |||
|---|---|---|---|---|---|---|---|---|
| A | m o u n t 622,427 645 ) 152,958 ) 153,603) $ 468,824 $ 622,427 - $ 622,427 $ 468,824 - $ 468,824 $ 7.60 $ 6.99 |
A | m o u n t 499,709 85 34,167) 34,082) $ 465,627 $ 499,709 - $ 499,709 $ 465,627 - $ 465,627 $ 6.10 $ 5.69 |
% | ||||
( ( ( |
( ( |
12 - ( 1 ) ( 1) 11 11 - 11 11 - 11 |
The accompanying notes are an integral part of the consolidated financial statements.
- 35 -
Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the Year Ended December 31, 2019 and 2018
In Thousands of New Taiwan Dollars
| S C o d e S T A1 Balance,January 1, 2018 Other changes in capital surplus: C5 Due to recognition of equity components of convertible bonds issued Appropriation of 2017 earnings B1 Legal reserve appropriated B3 Special reserve appropriated B5 Cash dividends of ordinary share D1 Netprofit for 2018 D3 Other comprehensive income (loss) for 2018, net of income tax D5 Total comprehensive income (loss) for 2018 Z1 Balance,December 31, 2018 Appropriation of 2018 earnings B1 Legal reserve appropriated B3 Special reserve appropriated B5 Cash dividends of ordinary share D1 Netprofit for 2019 D3 Other comprehensive income (loss) for 2019, net of income tax D5 Total comprehensive income (loss) for 2019 Z1 Balance,December 31, 2019 |
h a r e C h a r e ( I n h o u s a n d s ) A 81,934 - - - - - - - 81,934 - - - - - - 81,934 |
a p i t a l R e t a i n e d E a r n i n g s m o u n t Capital Surplus Legal Reserve Special Reserve Unappropriated R e t a i n e d E a r n i n g s Exchange Differences on Translation of Foreign Financial Statements $ 819,340 $ 1,064,002 $ 157,712 $ 64,310 $ 886,360 ( $ 84,243 ) - 43,662 - - - - - - 59,967 - ( 59,967 ) - - - - 19,933 ( 19,933 ) - - - - - ( 520,281 ) - - - - - 499,709 - - - - - 85 ( 34,167) - - - - 499,794 ( 34,167) 819,340 1,107,664 217,679 84,243 785,973 ( 118,410 ) - - 49,971 - ( 49,971 ) - - - - 34,167 ( 34,167 ) - - - - - ( 253,995 ) - - - - - 622,427 - - - - - ( 645) ( 152,958) - - - - 621,782 ( 152,958) $ 819,340 $ 1,107,664 $ 267,650 $ 118,410 $ 1,069,622 ($ 271,368) |
T o t a l E q u i t y |
|---|---|---|---|
$ 2,907,481 43,662 - - ( 520,281 ) 499,709 ( 34,082) 465,627 2,896,489 - - ( 253,995 ) 622,427 ( 153,603) 468,824 $ 3,111,318 |
The accompanying notes are an integral part of the consolidated financial statements.
- 36 -
Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Cash Flows
For the Year Ended December 31, 2019 and 2018
In Thousands of New Taiwan Dollars
| C o d e Cash flows from (used in) operating activities A10000 Profit (loss) before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit loss (gain) A20400 Net loss (gain) on financial assets or liabilities at fair value through profit or loss A20900 Finance cost A21200 Interest income A22500 Loss (gain) on disposal of property, plant and equipment A23800 Loss (gain) on inventory valuation A29900 Amortization of lease prepayment A24100 foreign exchange loss (gain) A30000 Changes in operating assets and liabilities, net A31130 Decrease (increase) in notes receivable A31150 Decrease (increase) in accounts receivable A31180 Decrease (increase) in other receivable A31200 Decrease (increase) in inventories A31230 Decrease (increase) in prepayment A31240 Decrease (increase) in other current assets A32150 Increase (decrease) in accounts payable A32180 Increase (decrease) in other payable A32230 Increase (decrease) in other current liabilities A32240 Increase (decrease) in net defined benefit liability A33000 Cash inflow (outflow) generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash flows from (used in) operating activities |
Year 2019 $ 858,581 395,336 11,784 ( 6,466 ) ( 450 ) 52,687 ( 19,298 ) ( 8,482 ) ( 715 ) - ( 19,390 ) ( 62,565 ) ( 253,408 ) 6,519 57,900 10,140 ( 25,170 ) 90,243 14,108 ( 1,406 ) 5 1,099,953 ( 38,938 ) ( 192,453) 868,562 |
Year 2018 |
|---|---|---|
| $ 726,669 333,083 7,815 3,222 1,657 41,064 ( 9,626 ) ( 2,752 ) ( 19,276 ) 2,793 14,761 1,620 ( 161,370 ) ( 1,600 ) ( 162,968 ) ( 40,007 ) ( 1,545 ) 21,262 55,061 ( 120 ) ( 20) 809,723 ( 29,690 ) ( 150,746) 629,287 |
(continued)
- 37 -
| C o d e Cash flows from (used in) investing activities B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease (increase) in refundable deposits B04500 Acquisition of intangible assets B05350 Acquisitionfor right-of-use assets B07300 Increase in other lease prepayments B07500 Interest received BBBB Net cash flows from (used in) investing activities Cash flows from (used in) financing activities C00100 Increase in current borrowings C01200 Proceeds from Issuing bonds C01600 Proceeds from long-term debt C03100 Decrease in guarantee deposits received C04500 Cash dividends paid CCCC Net cash flows from (used in) financing activities DDDDEffect of exchange rate changes on cash and cash equivalents EEEE Net increase (decrease) in cash and cash equivalents E00100Cash and cash equivalents at beginning of period E00200Cash and cash equivalents at end of period |
Year 2019 ( $ 547,232 ) 80,380 14,631 ( 10,746 ) ( 9,655) ( - ) 17,011 ( 455,611) 830,154 - ( 92,145 ) ( 3 ) ( 253,995 ) 484,011 ( 18,595) 878,367 1,325,232 $ 2,203,599 |
Year 2018 |
|---|---|---|
| ( $ 1,192,876) 12,083 ( 14,342 ) ( 14,872 ) - ( 134,794 ) 9,067 (1,335,734) 398,499 1,502,500 92,145 ( 189 ) ( 520,281 ) 1,472,674 ( 4,086) 762,141 563,091 $ 1,325,232 |
The accompanying notes are an integral part of the consolidated financial statements.
- 38 -
Independent Auditors’ Report
The Board of Directors and Shareholders
Global PMX Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of Global PMX Co., Ltd. (the ‘Company’), which comprise the parent company only balance sheets as of December 31, 2019 and 2018, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the 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 the Company as of December 31, 2019 and 2018, and its parent company only financial performance and its parent company only cash flow for years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 Global PMX Co., Ltd. for the year of 2019. 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, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s parent company only financial statements for the year of 2019 are stated as follows:
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Revenue Recognition
The Company’s sales of automotive parts in year of 2019 amounted for approximately 44% of total revenue. Based on the significant and Statements on Auditing Standards presupposes revenue recognition as a significant risk. We believe that the impact of the sales revenue recognition of automotive parts if actually realized on the financial statements is significant, it has been identified as a key audit matter. Please refer to Notes 4 (11) to the financial statements for the details of the information about the accounting policy for recognizing revenue.
Our key audit procedures performed in respect of the above area included the following:
-
Understood and tested the design and operating effectiveness of the internal controls over revenue recognition from specific sales customer.
-
Sampled and inspected the receivable records of the specific sales customer aforementioned, select the appropriate sample to examine the external supporting source documents, to verify whether the sales transaction actually occurred.
-
Inspected balance sheet to ascertain whether there have been any material sales returns or allowances in the current period and the subsequent period, and, if so, inquire about the reason and find out whether they have been adequately presented.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
The 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 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 statement, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial
- 40 -
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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China, will always detected 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 the Auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :
-
Identify and assess the risks of material misstatement of the 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 errors as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty existed related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial
-
41 -
statement represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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 for the year ended 2019 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.
*** These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.**
The engagement partners on the audit resulting in this independent auditors’ report are Weng, Roy and Kuo, Frida N.
Reference number of the FSC approval letter,
Order no. Financial-Supervisory-Securities-Auditing-1010028123 of the Financial Supervisory Commission
Reference number of the FSC approval letter,
Order no. Financial-Supervisory-Securities-Auditing-1070323246 of the Financial Supervisory Commission
Deloitte & Touche
- 42 -
Taipei, Taiwan
Republic of China March 23, 2020
- 43 -
Global PMX Co., Ltd.
Parent Company Only Balance Sheet As of December 31, 2019 and 2018
| Code 1100 1170 1180 1200 1210 130X 1410 1470 11XX 1510 1550 1600 1801 1840 1920 15XX 1XXX Code 2100 2170 2180 2219 2220 2230 2399 21XX 2530 2640 2570 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX |
Assets Current assets Cash and cash equivalents (Note 6) Accounts receivable (Note 8) Accounts receivable due from related parties (Note 8 and 27) Other receivables (Note 8) Other receivables due from related parties (Note 8 and 27) Current inventories (Note 9) Prepayments (Note 14) Other current assets (Note 14 and 28) Total current assets Non-current assets Non-current financial assets at fair value through profit or loss (Note 7) Investments accounted for using equity method (Notes 10) Property, plant and equipment (Notes 11) Computer software net (Note 13) Deferred tax assets (Note 23) Guarantee deposits paid (Note 27) Total non-current assets Total assets Liabilities and equity Current liabilities Current borrowings (Notes 15) Accounts payable (Note 17) Accounts payable to related parties (Note 17 and 27) Other payables (Note 18) Other payables to related parties (Note 18 and 27) Current tax liabilities (Notes 23) Other current liabilities (Note 18) Total current liabilities Non-current liabilities Bonds payable (Note 16) Net defined benefit liability, non-current (Note 19) Deferred tax liabilities (Note 23) Total non-current liabilities Total liabilities Equity attributable to owners of parent (Note 20) Share capital Ordinary share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity interest Total equity Total liabilities and equity |
In Thousands of New Taiwan Dollars December 31,2019 December 31,2018 Amount % Amount % $ 1,128,533 18 $ 832,480 14 667,356 10 591,065 10 224,233 4 754,098 12 14,021 - 2,176 - 137 - 26 - 89,039 1 58,952 1 8,476 - 53,197 1 28,190 1 3,699 - 2,159,985 34 2,295,693 38 1,050 - 600 - 4,177,851 65 3,716,521 61 23,897 - 24,130 - 160 - 38 - 76,557 1 30,085 1 359 - 359 - 4,279,874 66 3,771,733 62 $ 6,439,859 100 $ 6,067,426 100 $ 808,000 13 $ 808,000 13 23,901 - 33,080 1 550,261 9 474,325 8 81,860 1 77,819 1 348 - 12,438 - 66,244 1 49,323 1 3,476 - 4,686 - 1,534,090 24 1,459,671 24 1,485,631 23 1,472,679 24 5,425 - 4,775 - 303,395 5 233,812 4 1,794,451 28 1,711,266 28 3,328,541 52 3,170,937 52 819,340 13 819,340 14 1,107,664 17 1,107,664 18 267,650 4 217,679 4 118,410 2 84,243 1 1,069,622 16 785,973 13 1,455,682 22 1,087,895 18 ( 271,368) (4) ( 118,410) ( 2) 3,111,318 48 2,896,489 48 $ 6,439,859 100 $ 6,067,426 100 |
In Thousands of New Taiwan Dollars December 31,2019 December 31,2018 Amount % Amount % $ 1,128,533 18 $ 832,480 14 667,356 10 591,065 10 224,233 4 754,098 12 14,021 - 2,176 - 137 - 26 - 89,039 1 58,952 1 8,476 - 53,197 1 28,190 1 3,699 - 2,159,985 34 2,295,693 38 1,050 - 600 - 4,177,851 65 3,716,521 61 23,897 - 24,130 - 160 - 38 - 76,557 1 30,085 1 359 - 359 - 4,279,874 66 3,771,733 62 $ 6,439,859 100 $ 6,067,426 100 $ 808,000 13 $ 808,000 13 23,901 - 33,080 1 550,261 9 474,325 8 81,860 1 77,819 1 348 - 12,438 - 66,244 1 49,323 1 3,476 - 4,686 - 1,534,090 24 1,459,671 24 1,485,631 23 1,472,679 24 5,425 - 4,775 - 303,395 5 233,812 4 1,794,451 28 1,711,266 28 3,328,541 52 3,170,937 52 819,340 13 819,340 14 1,107,664 17 1,107,664 18 267,650 4 217,679 4 118,410 2 84,243 1 1,069,622 16 785,973 13 1,455,682 22 1,087,895 18 ( 271,368) (4) ( 118,410) ( 2) 3,111,318 48 2,896,489 48 $ 6,439,859 100 $ 6,067,426 100 |
In Thousands of New Taiwan Dollars December 31,2019 December 31,2018 Amount % Amount % $ 1,128,533 18 $ 832,480 14 667,356 10 591,065 10 224,233 4 754,098 12 14,021 - 2,176 - 137 - 26 - 89,039 1 58,952 1 8,476 - 53,197 1 28,190 1 3,699 - 2,159,985 34 2,295,693 38 1,050 - 600 - 4,177,851 65 3,716,521 61 23,897 - 24,130 - 160 - 38 - 76,557 1 30,085 1 359 - 359 - 4,279,874 66 3,771,733 62 $ 6,439,859 100 $ 6,067,426 100 $ 808,000 13 $ 808,000 13 23,901 - 33,080 1 550,261 9 474,325 8 81,860 1 77,819 1 348 - 12,438 - 66,244 1 49,323 1 3,476 - 4,686 - 1,534,090 24 1,459,671 24 1,485,631 23 1,472,679 24 5,425 - 4,775 - 303,395 5 233,812 4 1,794,451 28 1,711,266 28 3,328,541 52 3,170,937 52 819,340 13 819,340 14 1,107,664 17 1,107,664 18 267,650 4 217,679 4 118,410 2 84,243 1 1,069,622 16 785,973 13 1,455,682 22 1,087,895 18 ( 271,368) (4) ( 118,410) ( 2) 3,111,318 48 2,896,489 48 $ 6,439,859 100 $ 6,067,426 100 |
In Thousands of New Taiwan Dollars December 31,2019 December 31,2018 Amount % Amount % $ 1,128,533 18 $ 832,480 14 667,356 10 591,065 10 224,233 4 754,098 12 14,021 - 2,176 - 137 - 26 - 89,039 1 58,952 1 8,476 - 53,197 1 28,190 1 3,699 - 2,159,985 34 2,295,693 38 1,050 - 600 - 4,177,851 65 3,716,521 61 23,897 - 24,130 - 160 - 38 - 76,557 1 30,085 1 359 - 359 - 4,279,874 66 3,771,733 62 $ 6,439,859 100 $ 6,067,426 100 $ 808,000 13 $ 808,000 13 23,901 - 33,080 1 550,261 9 474,325 8 81,860 1 77,819 1 348 - 12,438 - 66,244 1 49,323 1 3,476 - 4,686 - 1,534,090 24 1,459,671 24 1,485,631 23 1,472,679 24 5,425 - 4,775 - 303,395 5 233,812 4 1,794,451 28 1,711,266 28 3,328,541 52 3,170,937 52 819,340 13 819,340 14 1,107,664 17 1,107,664 18 267,650 4 217,679 4 118,410 2 84,243 1 1,069,622 16 785,973 13 1,455,682 22 1,087,895 18 ( 271,368) (4) ( 118,410) ( 2) 3,111,318 48 2,896,489 48 $ 6,439,859 100 $ 6,067,426 100 |
|
|---|---|---|---|---|---|---|
| Amount $ 1,128,533 667,356 224,233 14,021 137 89,039 8,476 28,190 2,159,985 1,050 4,177,851 23,897 160 76,557 359 4,279,874 $ 6,439,859 $ 808,000 23,901 550,261 81,860 348 66,244 3,476 1,534,090 1,485,631 5,425 303,395 1,794,451 3,328,541 819,340 1,107,664 267,650 118,410 1,069,622 1,455,682 ( 271,368) 3,111,318 $ 6,439,859 |
Amount $ 832,480 591,065 754,098 2,176 26 58,952 53,197 3,699 2,295,693 600 3,716,521 24,130 38 30,085 359 3,771,733 $ 6,067,426 $ 808,000 33,080 474,325 77,819 12,438 49,323 4,686 1,459,671 1,472,679 4,775 233,812 1,711,266 3,170,937 819,340 1,107,664 217,679 84,243 785,973 1,087,895 ( 118,410) 2,896,489 $ 6,067,426 |
% | ||||
| 14 10 12 - - 1 1 - 38 - 61 - - 1 - 62 100 13 1 8 1 - 1 - 24 24 - 4 28 52 14 18 4 1 13 18 ( 2) 48 100 |
||||||
( |
( |
The accompanying notes are an integral part of the parent company only financial statements.
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Global PMX Co., Ltd.
Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2019 and 2018
In Thousands of New Taiwan Dollars, Except Earnings Per Share
| Code Operating revenue (Note 21 and 27) 4100 Sales revenue 4110 Sales revenue 4170 Sales returns 4190 Sales discounts and allowances 4000 Total Operating revenue 5000 Operating costs (Note 9, 22 and 27) 5900 Gross profit from operations Operating expenses (Note 22 and 27) 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment gain and reversal of impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses (Note 22 and 27) 7190 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of Profit (loss) of Associates & Joint Ventures Accounted for Using Equity Method 7000 Total non-operating income and expenses |
2019 | %101 ( 1 ) - 100 (74) 26 ( 2 ) ( 3 ) ( 1 ) - ( 6) 20 1 ( 1 ) ( 1 ) 14 13 |
2018 | ||
|---|---|---|---|---|---|
| Amount $ 2,437,888 ( 19,433 ) ( 3,602) 2,414,853 (1,791,144) 623,709 ( 32,843 ) ( 78,108 ) ( 28,596 ) 5,001 ( 134,546) 489,163 6,295 ( 28,199 ) ( 20,548 ) 344,278 301,826 |
Amount $ 2,333,275 ( 7,101 ) ( 4,169) 2,322,005 (1,755,150) 566,855 ( 47,025 ) ( 91,331 ) ( 17,474 ) 169 ( 155,661) 411,194 4,450 29,374 ( 16,078 ) 231,984 249,730 |
% |
|||
| 100 - - 100 (76) 24 ( 2 ) ( 4 ) ( 1 ) - ( 7) 17 - 1 - 10 11 |
(continued on next page)
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(continued)
| (continued) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Code 7900 Profit from continuing operations before tax 7950 Income tax expenses (Note 23) 8200 Profit Other comprehensive income 8310 Components of other comprehensive income that will not be reclassified to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans 8360 Components of other comprehensive income that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation 8300 Total other comprehensive income 8500 Total comprehensive income Earnings per share (Note 24) From continuing operations 9710 Basic 9810 Diluted |
2019 | %33 7) 26 - 7) 7) 19 |
2018 | |||||
| Amount $ 660,924 161,215) 499,709 85 34,167) 34,082) $ 465,627 $ 6.10 $ 5.69 |
% |
|||||||
( ( ( |
( ( ( |
( ( ( |
28 7) 21 - 1) 1) 20 |
The accompanying notes are an integral part of the parent company only financial statements.
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Global PMX Co., Ltd. Parent Company Only Statement of Changes in Equity For the Years Ended December 31, 2019 and 2018
| Code A1 Balance, January 1, 2018 Other changes in capital surplus: C5 Due to recognition of equity components of convertible bonds issued Appropriation of 2017 earnings B1 Legal reserve appropriated Appropriation of 2017 earnings B3 Special reserve appropriated B5 Cash dividends of ordinary share D1 NetProfit for 2018 D3 Other comprehensive income(loss) for 2018 after tax D5 Total comprehensive income(loss) for 2018 Z1 Balance, December 31, 2018 Appropriation of 2018 earnings B1 Legal reserve appropriated B3 Special reserve appropriated B5 Cash dividends of ordinary share D1 Net Profit for 2019 D3 Other comprehensive income(loss) for 2019 after tax D5 Total comprehensive income(loss) for 2019 Z1 Balance, December 31, 2019 |
Share Capital Shares (In Thousands) Amount 81,934 819,340 - - - - - - - - - - - - - - 81,934 819,340 - - - - - - - - - - - - 81,934 $ 819,340 |
Share Capital Shares (In Thousands) Amount 81,934 819,340 - - - - - - - - - - - - - - 81,934 819,340 - - - - - - - - - - - - 81,934 $ 819,340 |
Capital Surplus 1,064,002 43,662 - - - - - - 1,107,664 - - - - - - $ 1,107,664 |
Retained Earnings | Unappropriated Retained Earnings 886,360 - ( 59,967 ) ( 19,933 ) ( 520,281 ) 499,709 85 499,794 785,973 ( 49,971 ) ( 34,167 ) ( 253,995 ) 622,427 ( 645) 621,782 $ 1,069,622 |
In Thousands of Other Equity Interest |
New Taiwan Dollars Total Equity 2,907,481 43,662 - - ( 520,281 ) 499,709 ( 34,082) 465,627 2,896,489 - - ( 253,995 ) 622,427 ( 153,603) 468,824 $ 3,111,318 |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translation of Foreign Financial Statements ( 84,243 ) - - - - ( 34,167) ( 34,167) ( 118,410 ) - - - - ( 152,958) ( 152,958) ($ 271,368) |
||||||||||
| Shares (In Thousands) 81,934 - - - - - - - 81,934 - - - - - - 81,934 |
Legal Reserve 157,712 - 59,967 - - - - - 217,679 49,971 - - - - - $ 267,650 |
Special Reserve 64,310 - - 19,933 - - - - 84,243 - 34,167 - - - - $ 118,410 |
||||||||
The accompanying notes are an integral part of the parent company only financial statements.
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Global PMX Co., Ltd. Parent Company Only Statements of Cash Flows For the year ended December 31, 2019 and 2018
In Thousands of New Taiwan Dollars
| Code Cash flows from (used in) operating activities A10000 Profit (loss) before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit loss (gain) A20400 Net loss (gain) on financial assets or liabilities at fair value through profit or loss A20900 Finance cost A21200 Interest income A22400 Share of loss (profit) of Associates & Joint Ventures Accounted for Using Equity Method A30000 Changes in operating assets and liabilities, net 31150 Decrease (increase) in accounts receivable A31180 Decrease (increase) in other receivable A31200 Decrease (increase) in inventories A31230 Decrease (increase) in prepayment A31240 Decrease (increase) in other current assets A32150 Increase (decrease) in accounts payable A32180 Increase (decrease) in other payable A32230 Increase (decrease) in other current liabilities A32240 Increase (decrease) in net defined benefit liability A33000 Cash inflow (outflow) generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash flows from (used in) operating activities Cash flows from (used in) investing activities B01800 Acquisitions of investments accounted for using equity method B04500 Acquisition of intangible assets B07500 Interest received BBBB Net cash flows from (used in) investing activities |
Year 2019 $ 790,989 233 38 ( 5,001 ) ( 450) 20,548 ( 6,295 ) ( 344,278 ) 458,575 ( 11,306 ) ( 30,087 ) 44,721 ( 24,491 ) 66,757 ( 8,097 ) ( 1,210 ) 5 950,651 ( 7,548 ) ( 90,290) 852,813 ( 308,250 ) ( 160) 5,645 ( 302,765) |
Year 2018 | Year 2018 |
|---|---|---|---|
| $ 660,924 463 227 ( 169 ) 1,657 16,078 ( 4,163 ) ( 231,984 ) ( 291,723 ) ( 370 ) ( 15,288 ) 96,174 ( 1,545 ) 78,395 12,914 ( 54 ) (20 ) 321,516 ( 4,139 ) ( 66,974) 250,403 ( 1,158,904 ) - 4,163 ( 1,154,741) |
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( continued on Next Page )
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( continued )
| Code Cash flows from (used in) financing activities C00100 Increase in short-term loans C01200 Proceeds from Issuing bonds C04500 Cash dividends paid CCCC Net cash flows from (used in) financing activities EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period |
Year of 2019 $ - - (253,995) (253,995) 296,053 832,480 $1,128,533 |
Year of 2018 |
|---|---|---|
| $578,000 1,502,500 (520,281) 1,560,219 655,881 176,599 $ 832,480 |
The accompanying notes are an integral part of the parent company only financial statements
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Attachment 6
GLOBAL PMX CO., LTD. 2019 Earnings Distribution Table
Unit:NT$
| Attachment 6 GLOBAL PMX CO., LTD. 2019 Earnings Distribution Table |
Unit:NT$ |
|---|---|
| Item | Amount |
| Beginning retained earnings | 447,839,786 |
| Subtract: Adoption of TIFRS adjustment | 0 |
| Beginning retained earnings after adjustments | 447,839,786 |
| Actuarial (loss) gain included in retained earnings | (644,885) |
| Retained earnings after adjustments | 447,194,901 |
| Add: net income | 622,427,244 |
| Subtract: special reserve | (152,958,457) |
| Subtract: 10% legal reserve | (62,242,724) |
| Distributable earnings | 854,420,964 |
| Distributable items | |
| Shareholders’ dividend- cash (NT$2.50/per share in cash) | (204,835,000) |
| Unappropriated retained earnings | 649,585,964 |
Note: 2019 earnings are allocated in priority. 2019 earnings are distributed in advance, which is insufficient to adjust the undistributed earnings.
Chairman: Zheng-Sheng Lin President: En-Dao Lin Chief Accountant: Yao-Ling Huang
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Attachment 7
GLOBAL PMX CO., LTD.
Amended Comparison Table of Articles of Incorporation
| GLOBAL PMX CO., LTD. Amended Comparison Table of Articles of Incorporation |
GLOBAL PMX CO., LTD. Amended Comparison Table of Articles of Incorporation |
||
|---|---|---|---|
| A r t i c l e | Content | Amendment basis and reasons |
|
Modified provisions |
Current provisions | ||
| Article 18 | The company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. The rest will be allocated or reversed to special reserves by the law. If there is a balance together with the accumulated undistributed surplus in the previous year as the distributable surplus, the board of directors shall formulate a surplus distribution and submit a shareholder dividend by resolution of the shareholders' meeting.The company may authorize the distributable dividends,or legal reserve, or special reserve as referred in the preceding paragraph in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. The company's dividend policy is based on the company's future annual operating plan and measuring the demand for funds. When the dividends are distributed, no less than30%of the remaining amount of the net profit after tax of the current year, after covering the accumulative losses and setting aside the legal reserve and the special reserve. However,if the |
The company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. The rest will be allocated or reversed to special reserves by the law. If there is a balance together with the accumulated undistributed surplus in the previous year as the distributable surplus, the board of directors shall formulate a surplus distribution and submit a shareholder dividend by resolution of the shareholders' meeting.The company may authorize the distributable dividendsand bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. The company's dividend policy is based on the company's future annual operating plan and measuring the demand for funds. When the dividends are distributed, no less than50%of the remaining amount of the net profit after tax of the current year, after covering the accumulative losses and setting aside the legal reserve and the special reserve. However, if the shareholders' dividend is less than NT$0.5per share,the distributable |
Amended in |
| conjunction | |||
| with the | |||
| operational | |||
| needs. | |||
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| A r t i c l e | Content | Content | Amendment basis and reasons |
|---|---|---|---|
| Modified provisions | Current provisions | ||
| shareholders' dividend is less than NT$ 0.5 per share, the distributable earnings may be retained and not distributed. When the dividends are distributed, they can be distributed in cash or stocks, and the cash dividends are not less than 50% of the total dividends. |
earnings may be retained and not distributed. When the dividends are distributed, they can be distributed in cash or stocks, and the cash dividends are not less than 50% of the total dividends.The amount is determined by the board of directors and submitted to the shareholders’meeting for resolution. |
||
| Article 20 | …Omitted… The twenty-second amendment was on June 22, 2020 |
…Omitted… | Add the date |
| and number of | |||
| this amendment |
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Attachment 8
GLOBAL PMX CO., LTD.
Amended Comparison Table of the Rules and Procedure of Shareholders’ Meeting
| Amended Comparison Ta | ble ofthe Rules and Procedure Meeting |
of Shareholders’ |
|---|---|---|
| Modified provisions | Current provisions | Explanation |
The amendment to Stock Exchange「Sample Template for XXX Co.,Ltd. Rules of Procedure for Shareholders Meetings 」inaccordance with the newly amended provision on January 2, 2020. |
The current of the Rules and Procedure of Shareholders’ Meeting are invaild. |
To comply with the amendment of the relevant laws and regulations, and in accordance with the newly amended provision of Stock Exchange on January 2, 2020, the rules and procedures of the company’s shareholder's meeting will be clearly clarified. |
GLOBAL PMX CO., LTD.
The Rules of Procedure for Shareholders’ Meeting
Article 1
To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for The Company.
Article 2
The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3
(Convening shareholders meetings and shareholders meeting notices)
Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of
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the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Matters pertaining to election or discharge of directors and supervisors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons, the essential contents shall be explained in the notice to convene the shareholders meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.
Where the shareholder’s meeting has convened the re-election of all directors and supervisors and stated the date of the appointment. After the re-election of the shareholders' meeting, it shall not change the appointment date by provisional motion or other means.
A shareholder holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. However, A shareholder proposal proposed for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
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Article 4
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5
(Principles determining the time and place of a shareholders meeting)
The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m..
Article 6
(Preparation of documents such as the attendance book)
This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 7
(The chair and non-voting participants of a shareholders meeting)
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or
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for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8
(Documentation of a shareholders meeting by audio or video)
This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10 (Discussion of proposals)
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Related resolution (Including temporary motions and
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amendment to the previous motions) shall be considered based on a case-by-case basis. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairman may announce the discussion closed and call for a vote, and so arrange the sufficient time to vote.
Article 11
(Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12
(Calculation of voting shares and recusal system)
Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending
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shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed,
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the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 14
(Election of directors)
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the statistical tallies of the numbers of votes), when the director election conducted, the number of votes shall be disclosed on-site at the meeting. and shall be retained for the duration of the existence of this Corporation.
Article 16
(Public disclosure)
On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17
(Maintaining order at the meeting place)
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the
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proctors or security personnel to escort the shareholder from the meeting.
Article 18
(Recess and resumption of a shareholders meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
The Rules of Procedures was scheduled by the approval of the shareholders’ meeting on June 22, 2020.
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4. Appendix
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Appendix 1
GLOBAL PMX CO., LTD. Articles of Incorporation (Before amended)
Chapter 1 General Provisions
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Article 1: The Company was organized in accordance with the provisions of the Company Act and was named GLOBAL PMX CO., LTD.
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Article 2: The Company's businesses are as follows:
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CA01030 Iron and Steel Casting
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CA01050 Iron and Steel Rolling, Drawing, and Extruding
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CA01100 Aluminum material Rolls over Extends and Crowding
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CA01120 Copper Casting
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CA01990 Other Non-ferrous Metal Basic Industries
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CA02010 Metal Architectural Components Manufacturing
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CA02050 Metal Valves Manufacturing
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CC01080 Electronic Parts and Components Manufacturing
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CD01030 Automobiles and Parts Manufacturing
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CP01010 Hand Tool Manufacturing
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CQ01010 Die Manufacturing
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F106010 Wholesale of Ironware
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F106030 Wholesale of Die
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F113010 Wholesale of Machinery
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F113030 Wholesale of Precision Instruments
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F114030 Wholesale of Motor Vehicle Parts and Supplies
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F119010 Wholesale of Electronic Materials
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F206010 Retail Sale of Ironware
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F206030 Retail Sale of Die
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F213040 Retail Sale of Precision Instruments
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F214030 Retail Sale of Motor Vehicle Parts and Supplies
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F219010 Retail Sale of Electronic Materials
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F401010 International Trade
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ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 2-1: The Company may make endorsements/guarantees due to business or investment relationship.
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Article 2-2: The Company shall become a shareholder of limited liability in other companies by re-investment resolution of the board of directors when necessary. The total amount of its investments in such other companies is not subject to Article 13 of the Company Act and may not exceed the limit of 40% of the company's paid-in capital.
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Article 3: The Company has its head office in New Taipei City, and the Company may establish branches in and out of this country by resolution of the board of directors when necessary.
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Article 4: The announcement of the company is handled in accordance with Article 28 of the Company Act.
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Chapter 2 Shares
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Article 5: The total amount of the Company’s capital is NTD 1,500,000,000, which is further divided into 1,500,000,000 shares, with the value per share NTD10, may issue shares in installments. In case where there are remaining shares to be issued, the board of directors is authorized to issue shares in installments.
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An amount of preceding Company’s capital with the value of NTD 150,000,000 is preserved, which is further divided into 15,000,000 shares, with the value per share NTD10, and will be used for reserved for issuing stock options, and the board of directors is further authorized to issue them in installments thereof.
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If the company intend to issue employee stock warrants which the price is lower than that are subject to the exercise price restriction set out in Article 53 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, an issuer is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares. The issuer is allowed to register multiple issues over a period of 1 year from the date of the shareholders resolution.
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Article 5-1: The Company intends to transfer the shares of the company bought back to the employees at a price lower than the actual average price. Subject to the relevant laws and the resolution of the next shareholders' meeting to do so.
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Article 5-2: The Company's employee treasury shares, employee stock warrants, employee acquisition of new shares and new restricted employee shares, etc, the qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements.
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Article 6: The shares of the company are registered and shall assign its share certificates with serial numbers and the share certificates shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance.
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The company may be exempted from printing any share certificate for the shares issued but shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.
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Article 7: The entries in the shareholders’ roster shall not be altered within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
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Article 7-1: The Company shall, subject to the provisions of the Company Act and other regulations, govern the administration of shareholder services through the provisions of the "Regulations Governing the Administration of Shareholder Services of Public Companies ".
Chapter 3 Shareholders’ Meeting
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Article 8: There are two types of shareholders’ meeting, namely, regular meeting and special meeting. The regular meeting shall be convened by the board of directors in accordance with the law within six months after the close of each fiscal year. Whereas, special meetings are held in accordance with the law, when necessary.
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Article 9: If a shareholder cannot attend a shareholders' meeting for any reason, he or she may issue a proxy form in accordance with the company, stating the scope of authorization, to authorize an agent by signature and stamp to attend the meeting on
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his or her behalf. Each shareholder is limited to issue one proxy form and to authorize one agent.
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Appointing a proxy in addition to the laws, shall be done according to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” by the corresponding government department.
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Article 10: A shareholder shall have one voting power in respect of each share in his/her/its possession, except as otherwise provided by the relevant laws and regulations.
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Article 11: Resolutions at a shareholders' meeting shall, unless otherwise provided for in laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, signed or sealed by the chairman of the shareholders' meeting and distributed to the shareholders within 20 days after the meeting. The preparation and distribution of the former proceedings shall be made in electronic form or by way of public announcement.
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Article 11-1: If a shareholders meeting is convened by the board of directors, the board chairman shall preside in accordance with the provisions of Article 208, Paragraph 3 of the Company Act. If a shareholders meeting is convened by any other person than the board of directors, who has the right to convene the meeting, said person shall preside at that meeting. When there are more than 2 people who has the right to convene the meeting, they shall elect one from among themselves to preside at that meeting
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Article 11-2: If the company applies to the securities authority for the stock is to be withdrawn of public offering, it shall be adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares. For a company that has had its share certificates publicly issued, if the total number of shares represented by shareholders present at a shareholders' meeting is not sufficient to meet the criteria specified in the preceding paragraph, the resolution may be adopted by two-thirds of the votes of the shareholders present at a shareholders' meeting who represent a majority of the total number of issued shares.
Chapter 4 Directors and Audit Committee
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Article 12: The Company has five to nine directors for a term of three years and the candidate nomination system shall be adopted and the shareholders shall select from the list of candidates. The matters such as the acceptance and announcement of the candidate shall be handled in accordance with the provisions of the Company Act and the Securities and Exchange Act., and may be re-elected. The percentage of shareholdings of all the directors selected shall be in accordance with the regulations of the competent authorities.
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In accordance with the Securities and Exchange Act, the company sets up the Audit Committee and shall be composed of the entire number of independent directors. One of whom shall be committee convenor, and at least one of whom shall have accounting or financial expertise. The duties, organization rules, exercise of authority and other matters to be complied with by the audit committee shall be handled in accordance with the regulations of the competent authority.
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Article 12-1: The number of appointed directors earlier mentioned shall have no less than three independent directors and the candidate nomination system shall be adopted and the shareholders shall select from the list of candidates. Independent directors and non-independent directors should be elected together, respectively, to calculate the
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elected places separately. The establishment of independent directors, professional qualification, shareholding, part-time job restrictions, determination of independence, nominations, methodss of election as well as other matters to be complied with should all be handled in accordance with the regulations of the securities authorities. The board of directors may set up functional committees in accordance with the law. Functional committees shall adopt an organizational charter to be approved by the board of directors.
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Article 12-2: The cumulative voting method shall be used for election of the directors at the company. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect.
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Article 13: The board of directors is composed of all directors. The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman of the board of directors shall internally preside the shareholders' meeting, the meeting of the board of directors, and shall externally represent the company.
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In calling a meeting of the board of directors, a notice shall set forth therein the subject(s) to be discussed at the meeting and the directors are notified of such seven days in advance, but may be convened at any time when there is an emergency. The above notice in respect of convening the meeting shall be done in writing, by electronic email, or by facsimile.
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Unless otherwise provided for in regulations, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
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Article 14: In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the agent is handled in accordance with the provisions of Article 208 of the Company Act. When the director can’t attend the meeting of the board of directors, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.
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In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
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Article 15: The compensations of all directors perform their duties shall be given regardless of business profit or loss. The compensation is based on the value of their participation and contribution to the company's operations, and the company's long-term operating performance, and comprehensive consideration of the company's operating risks, authorizing the board of directors to pay according to the standard terms in the industry. If there is profit in the year, the compensation will be distributed in accordance with the provisions of this article.
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Article 15-1: When the number of directors falls below five due to the discharge of a director for any reason, the company shall hold a by-election for director at the following shareholders meeting.
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When the number of vacancies in the board of directors of a company equals to one third of the total number of directors,
the special meeting of shareholders for electing succeeding directors shall be
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convened by the board of directors within 60 days.
When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under the articles, a by-election for independent director shall be held at the next following shareholders meeting. When all independent directors have been dismissed, the company shall convene a special shareholders meeting to hold a by-election within 60 days from the date on which the situation arose.
The directors and independent directors of the by-election shall be limited to the term of the original term.
- Article 15-2: The company shall take out independent directors, directors and important staffs liability insurance with respect to liabilities resulting from exercising their duties during their terms of occupancy.
Chapter 5 Managerial Personnel
- Article 16: The company may have one or more managerial personnel. Appointment and discharge and the compensation of the managerial personnel shall be decided in accordance with Articles 29 of the Company Act.
Chapter 6 Accounting
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Article 17: The company's fiscal year begins on January 1 of each year and ends on December 31 of the same year.
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At the close of each fiscal year, the board of directors shall prepare the following statements and records and shall forward the same to audit committee for their auditing not later than the 30th day prior to the meeting date of a general meeting of shareholders, then send to the shareholders’ meeting for ratification.
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Business report.
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Financial statements.
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The surplus earning distribution or loss off-setting proposals.
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Article 17-1: If the company is profitable, it should deduct:
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Employee compensation shall not be less than 2%.
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Directors' compensation shall not be more than 2.24%.
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The resolution of the preceding employees’ compensation shall be made by the board of directors whether to issue shares or cash distribution. The issuance of the object contains a certain condition for the subsidiary employees.
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However, when the company still has accumulated losses, the amount of compensation should be retained in advance. According to the proportion of Article 1 to distribute employee compensation and director's compensation.
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Article 18: The Company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. The rest will be allocated or reversed to special reserves by the law. If there is a balance together with the accumulated undistributed surplus in the previous year as the distributable surplus, the board of directors shall formulate a surplus distribution and submit a shareholder dividend by resolution of the shareholders' meeting. The company may authorize the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’
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meeting.
The company's dividend policy is based on the company's future annual operating plan and measuring the demand for funds. When the dividends are distributed, no less than 50% of the remaining amount of the net profit after tax of the current year, after covering the accumulative losses and setting aside the legal reserve and the special reserve. However, if the shareholders' dividend is less than NT$ 0.5 per share, the distributable earnings may be retained and not distributed. When the dividends are distributed, they can be distributed in cash or stocks, and the cash dividends are not less than 50% of the total dividends. The amount is determined by the board of directors and submitted to the shareholders’ meeting for resolution.
Chapter 7 Supplemental Provisions
Article 19: Matters not covered in this article shall be handled in accordance with the provisions of the Company Act and other relevant laws and regulations. Article 20: The Article was scheduled on June 10, 1987. The first amendment was on July 10, 1990. The second amendment was on December 30, 1993. The third amendment was made on April 18, 1995. The fourth amendment was on July 20, 1995. The fifth amendment was on July 23, 1996. The sixth amendment was on Novermber 11, 1997. The seventh amendment was made on January 8, 1999. The eighth amendment was made on October 1, 1999. The ninth amendment was on May 20, 2003. The tenth amendment was on May 19, 2006. The eleventh amendment was made on May 19, 2009. The twelfth amendment was made on October 24, 2011. The thirteenth amendment was made on June 11, 2012. The fourteenth amendment was made on July 23, 2012. The fifteenth amendment was made on June 24, 2013. The sixteenth amendment was made on August 12, 2013. The seventeenth amendment was made on January 6, 2014. The eighteenth amendment was made on Iune 30, 2014. The nineteenth amendment was made on June 27, 2016. The twentieth amendment was made on June 29, 2018. The twenty-first amendment was on June 14, 2019
GLOBAL PMX CO., LTD.
Chairman: Zheng-Sheng Lin
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Appendix 2
GLOBAL PMX CO., LTD.
Rules and Procedure of Shareholders’ Meeting (Before amended)
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Article 1 To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Company Act and relevant regulations.
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Article 2 The rules of procedures for this company's shareholders’ meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these rules.
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Article 3 Unless otherwise provided by law or regulation, this company's shareholders meetings shall be convened by the board of directors. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
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Article 4 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
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Article 5 This company shall furnish the attending shareholders and their proxies (collectively, "shareholders") with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. This company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished. Shareholders shall attend the shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance.
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When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, only one person may be designated to represent in the meeting.
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Article 6 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this company and stating the scope of the proxy's authorization. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to this Corporation 5 days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by traditional correspondence or electronically, a written
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notice of proxy cancellation shall be submitted to this Corporation 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 7 The venue for the shareholders’ meeting shall be within the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
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Article 8 Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 of the Company Act shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. When the circumstances of any subparagraph of Article 1721, paragraph 1 to 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders’ meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
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Article 9 The Company shall make an uninterrupted audio or video recording of all meeting procedures and shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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Article 10 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in. The chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairman shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
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Article 11 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders
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meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. After close of the said meeting, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place. If the chairman declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chairman in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairman may announce the discussion closed and call for a vote.
- Article 12 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number, and account name. The order in which shareholders speak will be set by the chairman. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor; the chairman shall stop any violation. Except with the consent of the chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairman may terminate the speech.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
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Article 13 After an attending shareholder has spoken, the chairman may respond in person or direct relevant personnel to respond.
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Article 14 A shareholder shall be entitled to one vote for each share held, except when the shares are deemed non-voting shares under Article 179 of the Company Act. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
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When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. Except as otherwise provided in the Company Act and in the company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights
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represented by the attending shareholders. For each proposal, if upon inquiry by the meeting chairman no member voices an objection, the matter will be deemed approved, with the same effect as approval by vote. If there is any objection, a vote shall be conducted in accordance with the preceding paragraph. When there is an amendment or an alternative to a proposal, the chairman shall decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of this Corporation. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of this Corporation. The results of the voting, shall be announced on-site at the meeting, and a record made of the vote.
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Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting. The preceding meeting minutes may be produced, distributed and retained in accordance with the Company Act.
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Article 16 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chairman may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor.
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Article 17 When a meeting is in progress, the chairman may announce a break based on time considerations. If a force majeure event occurs, the chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
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A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
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Article 18 The Rules and Procedure of Shareholders’ Meeting, and any amendments hereto, shall be approved bye the board of the directors, and shall be implemented after adoption by shareholders meetings.
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Appendix 3
GLOBAL PMX CO., LTD. Director Election Regulations
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Article 1 The elction of the company’s director shall be conducted in accordance with there regulations.
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Article 2 The elction of the company’s director shall be conducted in accordance with the provisions of the company’s act, which is, pursuant to the candidates nomination system. Shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The election of independent directors and nonindependent directors shall be held at the same time, and the number of elected directors shall be calculated separately.
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The elction of the company’s director shall be conducted by means of the single open cumulative ballot method. According to relevant laws, each share is entitled to votes equal to the number of directors to be elected, and the number of votes may be used together to elect one person or spread out over several persons, in sequence starting from those who have received the highest number of votes are elected as directors.
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The board of directors shall prepare separate ballots for directors and supervisors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
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The elction of the company’s director, shareholders shall exercise their voting rights electronically, and their methods shall specify in its shareholders meeting notice.
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Article 3 The company’s directors shall calculate the voting rights of independent directors and non-independent directors respectively according to the number of seats pursuant to the provision of the company’s act. In sequence starting from those who have received the highest number of votes are elected. If two or more people receive the same number of votes, and resulting in the total number of people to be elected exceeds the number specified in the provision of the company’s act, those people who have received the same number of votes shall draw straws to decide who is elected, If any person who has received the same number of votes with others is not present at the meeting, the chairman shall draw a straw on that absent person’s behalf.
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Article 4 Before the start of an election the chairman shall designate several people to count ballots and to check ballots, who should be a shareholder, to perform relevant duties. The Board of Directors shall prepare a ballot box and person who designed to check ballots shall open and check the box in front of the meeting before voting begins.
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Article 5 If a candidate is a shareholder, electors must clearly fill in the candidate’s shareholder number and name in the candidate column of each ballot, If a candidate is not a shareholder, elector must clarify fill in the candidate’s name and ID document number. If a candidate is a governmental organization or legal entity, the name of the government organization or legal entity (or the name of the government organization and its representative or the name of the legal entity and its representative) must be clearly filled out in the candidate column of the ballot. If there are several representatives, each of the representative’ names must be filled
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in.
Article 6 A ballot is invalid if any of the following circumstance occur:
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1.The elector has failed to use a ballot prepared by the Board of Directors.
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2.A blank ballot with no writings has been cast in the ballot box.
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3.The writing is unclear and illegible or has been altered.
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If the candidate is a shareholder, any item of the shareholder’s account name or shareholder’s account number does not match conform the shareholder’s name; If the candidate is not a shareholder, the candidate’s name or ID number is found not to conform to the original documents.
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5.The elector has intermixed other text or characters in addition to the candidate’s name, shareholder’s account number or ID number, and number of votes allocated.
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6.The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such an individual.
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Article 7 The ballot box shall be opened in front of the meeting after the completion of voting, and the election result shall be announced by the Chairman.
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Article 8 Matters not specified in the measures shall be reported in accordance with the provision of the company’s act, company’s law and related regulations.
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Article 9 These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
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These measures were adopted on October 24, 2011.
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First amendment was submitted on January 6, 2014. Second amendment was submitted on June 29, 2018.
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Appendix 4
GLOBAL PMX CO., LTD.
Corporate Social Responsibility Best Practice Principles (Before amended)
Chapter I General Principles
Article 1
In order to assist the Company to fulfill their corporate social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, the Company hereby adopt the Principles to be followed.
The Company are advised to promulgate their own corporate social responsibility principles in accordance with the Principles to manage their economic, environmental and social risks and impact.
Article 2
The Principles applies to the Company, including the entire operations of the company and its business group.
The Principles encourages the Company to actively fulfill their corporate social responsibility in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on corporate social responsibility.
Article 3
In fulfilling corporate social responsibility initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.
Article 4
To implement corporate social responsibility initiatives, the Company are advised to follow the principles below:
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Exercise corporate governance.
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Foster a sustainable environment.
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Preserve public welfare.
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Enhance disclosure of corporate social responsibility information.
Article 5
The Company shall take into consideration the correlation between the development of domestic and international corporate social responsibility principles and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for corporate social responsibility programs, which shall be approved by the board of directors and then reported to the shareholders meeting.
When a shareholder proposes a motion involving corporate social responsibility, the company's board of directors is advised to review and consider including it in the shareholders meeting agenda.
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Chapter 2 Exercising Corporate Governance
Article 6
The Company are advised to follow the Corporate Governance Best Practice Principles for the Company, the Ethical Corporate Management Best Practice Principles for The Company, and the Code of Ethical Conduct for The Company to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.
Article 7
The directors of a The Company shall exercise the due care of good administrators to urge the company to perform its corporate social responsibility initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its corporate social responsibility policies.
The board of directors of a The Company is advised to give full consideration to the interests of stakeholders, including the following matters, in the company's performance of its corporate social responsibility initiatives:
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Identifying the company's corporate social responsibility mission or vision, and declaring its corporate social responsibility policy, systems or relevant management guidelines;
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Making corporate social responsibility the guiding principle of the company's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives; and
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Enhancing the timeliness and accuracy of the disclosure of corporate social responsibility information.
The board of directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of a The Company, and to report the status of the handling to the board of directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.
Article 8
The Company are advised to, on a regular basis, organize education and training on the implementation of corporate social responsibility initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article.
Article 9
For the purpose of managing corporate social responsibility initiatives, The Company are advised to establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the corporate social responsibility policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the board of directors on a periodic basis.
The Company are advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.
It is advised that the employee performance evaluation system be combined with corporate social responsibility policies, and that a clear and effective incentive and discipline system be established.
Article 10
The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the company, and establish a designated section for stakeholders on the company website; understand the reasonable expectations and demands of stakeholders
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through proper communication with them, and adequately respond to the important corporate social responsibility issues which they are concerned about.
Chapter 3 Fostering a Sustainable Environment
Article 11
The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.
Article 12
The Company are advised to endeavor to utilize all resources more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.
Article 13
The Company are advised to establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:
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Collecting sufficient and up-to-date information to evaluate the impact of the company's business operations on the natural environment.
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Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
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Adopting enforcement measures such as concrete plans or action plans, and examining the results of their operation on a regular basis.
Article 14
The Company are advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis.
Article 15
The Company are advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:
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Reduce resource and energy consumption of their products and services.
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Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
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Improve recyclability and reusability of raw materials or products.
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Maximize the sustainability of renewable resources.
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Enhance the durability of products.
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Improve efficiency of products and services.
Article 16
To improve water use efficiency, The Company shall properly and sustainably use water resources and establish relevant management measures.
The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on
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human health and the environment by adopting the best practical pollution prevention and control measures.
Article 17
The Company are advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:
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Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company.
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Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam.
The Company are advised to monitor the impact of climate change on their operations and should establish company strategies for energy conservation and carbon and greenhouse gas reduction based upon their operations and the result of a greenhouse gas inventory. Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change.
Chapter 4 Preserving Public Welfare
Article 18
The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.
A The Company, to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:
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Presenting a corporate policy or statement on human rights.
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Evaluating the impact of the company's business operations and internal management on human rights, and adopting corresponding handing processes.
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Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
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In the event of any infringement of human rights, the company shall disclose the processes for handling of the matter with respect to the stakeholders involved.
The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.
The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. A company shall respond to any employee's grievance in an appropriate manner.
Article 19
The Company shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.
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Article 20
The Company are advised to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents. The Company are advised to organize training on safety and health for their employees on a regular basis.
Article 21
The Company are advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. The Company shall appropriately reflect the corporate business performance or achievements in the employee remuneration policy, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.
Article 22
The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the company's operations, management and decisions. The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.
The Company shall, by reasonable means, inform employees of operation changes that might have material impacts.
Article 22-1
A The Company is advised to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles: fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to complain, professionalism of salespersons etc. Said company shall also develop the relevant strategies and specific measures for implementation.
Article 23
The Company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.
Article 24
The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The Company shall follow relevant laws, regulations and international guidelines when marketing or labeling their products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.
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Article 25
The Company are advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society. The Company are advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.
Article 26
The Company are advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.
Prior to engaging in commercial dealings, The Company are advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.
When The Company enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.
Article 27
The Company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.
The Company are advised to, through equity investment, commercial activities, endowments, volunteering service or other charitable professional services etc., dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.
Chapter 5 Enhancing Disclosure of Corporate Social Responsibility Information
Article 28
The Company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for The Company and shall fully disclose relevant and reliable information relating to their corporate social responsibility initiatives to improve information transparency.
Relevant information relating to corporate social responsibility which The Company shall disclose includes:
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The policy, systems or relevant management guidelines, and concrete promotion plans for corporate social responsibility initiatives, as resolved by the board of directors.
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The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
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Goals and measures for realizing the corporate social responsibility initiatives established by the companies, and performance in implementation.
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Major stakeholders and their concerns.
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Disclosure of information on major suppliers' management and performance with respect to
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major environmental and social issues.
- Other information relating to corporate social responsibility initiatives.
Article 29
The Company shall adopt internationally widely recognized standards or guidelines when producing corporate social responsibility reports, to disclose the status of their implementation of the corporate social responsibility policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:
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The policy, system, or relevant management guidelines and concrete promotion plans for implementing corporate social responsibility initiatives.
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Major stakeholders and their concerns.
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Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
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Future improvements and goals.
Chapter 6 Supplementary Provisions
Article 30
The Company shall at all times monitor the development of domestic and foreign corporate social responsibility standards and the change of business environment so as to examine and improve their established corporate social responsibility framework and to obtain better results from the implementation of the corporate social responsibility policy.
Article 31
If the matter remains unresolved, it shall comply with relevant laws and regulations. These Principles shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders meeting. The same shall apply in the case of amendments.
The Principles was scheduled on June 30, 2014 The first amendment was on March 27, 2015.
The second amendment was on March 24, 2017.
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Appendix 5
GLOBAL PMX CO., LTD.
Shareholdings of Directors
The shareholdings of directors recorded in the shareholder list as of the book closure date (April 24, 2020) for the 2020 shareholders meeting is as follows:
| Title | Name | Shareholdings as of the book closure date | Shareholdings as of the book closure date |
|---|---|---|---|
| Shares | Shareholding ratio | ||
| Chairman | Zheng-Sheng Lin | 390,000 | 0.37% |
| Director | Sixxon Precision Machinery Co., Ltd. Legal representative: Rui-Quan Yan |
12,256,900 | 11.57% |
| Director | Chin-Wei Lu | 10,000 | 0.01% |
| Director | Sui-Cheng Ho | 416,000 | 0.39% |
| Director | Guang-Hsing Han | 500,000 | 0.47% |
| Director | Liang-Xiong Lin | 329,000 | 0.31% |
| Independent Director | Ching-Te Ku | 0 | 0.00% |
| Independent Director | Xiang-Yu Yang | 0 | 0.00% |
| Independent Director | Chia-Yu Tsai | 0 | 0.00% |
| Shareholdings and ratio of all directors | 13,901,900 | 13.12% |
Remark:
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(1) All directors of the company shall hold shares: 8,000,000 shares.
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As of the book closure date, April 24, 2020, the capital of issued stock is 105,934,000 shares, while the stock capital that hasn ’ t completed the registration for company change is 24,000,000 shares.
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(2) The company has set up an audit committee, so there is no supervisors’ shareholding.
Appendix 6
Other Supplementary Notes
Explanation of the shareholders' proposal on the shareholders' meeting:
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<1> According to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and any proposal shall not be more than 300 words.
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<2> The Company accepts the written proposal of the shareholders is from April 17, 2020 to April 27, 2020, and has been publicly announced in the market observatory post system.
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<3> The Company has not received any shareholder proposal.
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