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GSC — AGM Information 2023
Jul 6, 2023
52060_rns_2023-07-06_4530ebda-360d-4cea-a896-466c37bf1a0c.pdf
AGM Information
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Stock Code: 2406
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GIGASTORAGE CORPORATION
2023 Annual Shareholders’ Meeting Meeting Agenda (Translation)
June 28, 2023
Table of Contents
One. Meeting Procedure ................................................................................................ 1 Two. Meeting Agenda .................................................................................................... 2 I. Report Items ...................................................................................................... 3 II. Approval Items ................................................................................................. 5 III. Discussion Items............................................................................................... 6 IV. Extraordinary Motions ...................................................................................... 7 Three. Attachment I. 2022 Business report ........................................................................................... 8 II. Audit Committee’s 2022 review report............................................................ 15 III. The implementation report of strengthening a business plan ......................... 16 IV. The 2022 audit report and Consolidated Financial Statements ...................... 18 V. The 2022 audit report and Parent Company only Financial Statements .......... 31 VI. The 2022 Deficit Compensation Table ......................................................... 43 VII. Comparison Table for Rules of Procedure for Shareholder Meetings before and after Revision ...................................................................................... 44 Four. Appendix I. Articles of Incorporation ......................................................................... 46 II. Rules of Procedure for Shareholder Meetings (Before Revision) ........ 52 III. Current Shareholding of all Directors .................................................. 62
GIGASTORAGE CORPORATION Procedure for the 2023 Annual Meeting of Shareholders
I. Call the Meeting to Order II. Chairperson’s Remarks III. Report Items IV. Approval Items V. Discussion Items VI. Extraordinary Motions VII. Meeting Adjournment
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GIGASTORAGE CORPORATION
2023 Annual General Shareholders’ Meeting Notice Agenda
Meeting Time: 9:30 a.m. on Wednesday, June 28, 2023
Meeting Venue: No. 3, Gongye 1st Rd., Hukou Township, Hsinchu County 303, Taiwan (R.O.C.)
Method of Convening the Meeting: Physical shareholders meeting
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I. Call the Meeting to Order (To report the total of attending shares)
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II. Chairperson’s Remarks
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III. Report Items
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The 2022 Business report
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The 2022 Audit Committee's review report
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The implementation report of strengthening a business plan
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The implementation report of a rectification plan of subsidiary, Merchant Energy PTE. Ltd., on the loan balance exceeding the limit
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Remuneration to directors report of 2022
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IV. Approval Items
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The Company’s 2022 Business report and Financial Statements
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2022 Deficit Compensation Proposal
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V. Discussion Items
- Amendment to parts of clauses of the “Rules of Procedure for Shareholders’ Meetings”
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VI. Extraordinary Motions
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VII. Meeting Adjournment
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Report Items
- I. The 2022 Business Report .
Explanation: The 2022 Business Report of the company, please see pages 8 of this Handbook (Attachment1).
- II. The 2022 Audit Committee's review report.
Explanation: The 2022 Audit Committee’s Review Report of the company, please see pages 15 of this Handbook (Attachment2).
III. The implementation report of strengthening business plan
Explanation: The implementation report of strengthening business plan of the company, please see pages 16 of this Handbook (Attachment3).
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IV. The implementation report of rectification plan of subsidiary, Merchant Energy PTE. Ltd., on the loan balance exceeds the limit.
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Explanation: 1. The Company shall comply with the No. 1080341298 letter and 1120340714 issued by the Financial Supervision and Administration Commission.
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For Letter No. 1080341298, the Merchant Energy PTE. Ltd., has completed related rectification plan on the loan balance exceeds the limit in April 2022.
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For Letter No. 1120340714, the implementation report of rectification plan on the loan balance exceeds the limit goes as follows:
| Loaning company |
Loan recipients | Improvement plan |
|---|---|---|
| Merchant Energy PTE., Ltd. |
Sunshine Solar Power Generation Co., Inc. |
Due to the impact of the economic downturn in the Philippines, the buyers postponed their transaction schedule. However, even though the Company was affected by the pandemic and the sluggish economy, we were still proactively engaging in discussions on sales with manycompanies and |
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| conducting due diligence. We plan to adjust the limit of the total funds lent to others after receiving a deposit for the sale of Sunshine Solar’s asset in May 2023. If there is a delay in the above schedule, the Company will evaluate the group’s capital movement situation and adjust the limit of the total funds lent to others; as a result, the above loans to others in excess of the limit can be improved and completed by the end of May 2023 by adjusting the subsidiary’s funds, to strive to protect our shareholders’ rights and interest. |
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|---|---|---|
| Green Energy Electrode, Inc.(Samoa) |
Yancheng Green Energy Electrode Corp. |
Due to decrease in equity value, Green Energy Electrode, Inc. (Samoa) loan to Yancheng Green Energy Electrode Corp. has exceeded the loan limit. The Company has implemented rectification plan by adjusting subsidiary’s fund and completed on May10,2023. |
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V. Remuneration to directors report of 2022
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Explanation:
:1. Remuneration to the Company’s directors is paid in accordance with the Company's Articles of Incorporation and the Company's “Regulations Governing Payment of Remuneration of Directors, Functional Committees and Managers". -
In accordance with the “Regulations Governing Payment of Remuneration of Directors, Functional Committees and Managers”
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(1) Remuneration of directors: Paid in accordance with the provisions of Article 28-1 of the Company's Articles of Incorporation. The Remuneration Committee takes into account the performance of the Board of Directors as a whole, the Company's operating performance and future operations and risks. Recommendations on the allocation of remuneration for individual directors are proposed by the Committee and resolved by the Board of Directors and reported at the shareholders’ meeting.
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(2) Except for directors who are also employees, the Company does not
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provide remuneration, severance or bonuses to directors.
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(3) Regardless of the Company's operating profit or loss, independent directors of the Company are paid a fixed amount of NTD30,000 per month.
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(4) Expenses for conducting duties: Directors who attend the Company's Board meeting or shareholders’ meeting receive NTD 10,000 per meeting.
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Remuneration received by directors in 2022 is as follows:
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Approval Items
Proposal 1: (Proposed by the Board of Directors)
Proposal: To accept the 2022 business report and financial statements.
- Explanations: 1. The Company’s 2022 financial statements were audited by CPA Huang, Yu-Feng and CPA Chang, Ya-Yun of Deloitte & Touche which were presented and resolved along with the business report in the board
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meeting as well as reviewed by the Audit Committee.
- The business report the independent auditor’s report and financial statements , please see pages 8, and 18-42 of this Handbook (Attachment 1, 4 and 5).
Resolution:
Proposal 2: (Proposed by the Board of Directors)
Proposal: To report the Company's 2022 deficit compensation proposal.
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Explanation: 1. The Board of Directors, on March 30, 2023, approved the 2022 deficit compensation proposal
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The 2022 deficit compensation table , please see pages 43 of this Handbook (Attachment 6).
Resolution:
Discussion Items
(Proposed by the Board of Directors)
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Proposal: To approve the amendment to the Rules of Procedure for Shareholders’ Meetings.
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Explanation: 1. In accordance with Order Letter Tai-Zheng-Zhi-Li-Zi No. 11200041671 from TWSE dated March 17, 2023, it is proposed to amend some provisions of the Company’s “ The Rules of Procedure for Shareholders’ Meetings” have been amended.
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The comparison table for the Rules of Procedure for Shareholders’ Meetings before and after the amendment, please see pages 44 of this Handbook (Attachment 7).
Resolution:
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Extraordinary Motions
Meeting Adjournment
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Attachment 1
GIGASTORAGE CORPORATION
2022 Business Report
Ladies and Gentlemen, Esteemed Shareholders, Greetings:
On behalf of the Company’s entire management team, I hereby sincerely express our deepest gratitude to all shareholders for their support over the past year!
Looking back on 2022, the global economic and geopolitical situations were turbulent, and local governments were proactively promoting green energy policies, and the quantity of solar power facilities installed increased significantly. However, due to the affordable feed-in tariffs, continuous active cost reduction, and the requirement for efficiency improvement, the profit margin of solar power has decreased.
The price of silicon materials in the solar energy industry fluctuates significantly. Downstream cell manufacturers are proactively controlling costs when making purchases. Facing the low-price competition from China’s solar conductive paste plants, Giga Solar Materials Corporation, a subsidiary of the Group, amid the strong rise of many conductive paste manufacturers in China, is striving to shorten the research and development (R&D) cycle and replace products rapidly, while continuing to strengthen its R&D capabilities and speed and strictly controlling inventories and costs due to the greatly reduced profit margin. However, due to the political situation and strict anti-pandemic control in Taiwan and China in the first half of 2022, the shipment speed dropped, posing severe challenges to conductive paste businesses in 2022. In addition to transforming and owning solar power plants, the Company scaled up our energy storage management team in line with government policies to complete our renewable energy layout. Our R&D team continues to strive to launch high-efficiency products and actively develops special raw materials required for paste and materials and semiconductor polished and recycled wafers used in the energy conservation industry, laying a foundation for the Company’s sustainable development in advance.
The Company’s management team and all employees are united in their goals and will continue to work hard to create the greatest profit and company value for all shareholders!
At this point, I would hereby like to thank all shareholders once again for their continued support and encouragement to the Company. Summary descriptions of the 2022 business report and 2023 business plan are as follows:
I. 2022 business report
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- (I) Business plan implementation results
The Company’s consolidated operating revenue for 2022 was NTD 6.731 billion, marking an reduce of NTD 1.617 billion from the NTD 8.348 billion seen in 2021. Net loss after tax attributable to the Company in 2022 was NTD 154,537 thousand or NTD (0.45) per share.
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(II) Budget implementation status: The Company has no announced financial forecasts for 2022.
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(III) Revenues, expenses, and profitability analysis
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Revenues and expenses
Unit: NTD Thousand
| Year Item |
2022 | 2021 |
|---|---|---|
| Cash inflow (outflow) from operating activities | 120,820 | 688,755 |
| Cash inflow (outflow) from investing activities | (1,448,731) | (399,886) |
| Cash inflow (outflow) from financing activities | 1,191,535 | 89,955 |
| Effect of exchange rate change on cash and cash equivalents |
119,002 | (45,246) |
| Net increase (decrease) in cash and cash equivalents |
(17,374) | 333,578 |
| Cash and cash equivalents at beginning of year | 3,027,142 | 2,693,564 |
| Cash and cash equivalents at end of year | 3,009,768 | 3,027,142 |
The company’s business activities in the 2022 consolidated financial statement generated a net cash inflow in the amount of NTD 120,820 thousand. This is mainly due to reduce in accounts receivable collection in the current year; the combined investment activities generated a net cash outflow of NTD 1,448,731 thousand. This is mainly due to the increase in cash outflow due to the acquisition of real estate equipment and reinvestment in 2022. The combined financing activities generated a net cash inflow of NTD 1,191,535 thousand. This is mainly due to the cash capital increases by the Company and subsidiary, Giga Solar Materials Corporation.
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2. Profitability analysis
| . Profitability analysis | . Profitability analysis | |||
|---|---|---|---|---|
| Year Item |
2022 | 2021 | ||
| Return on assets (%) | (3.07) | (1.24) | ||
| Return on shareholders’ equity (%) | (6.12) | (4.14) | ||
| Net income(loss) before tax to paid-in capital ratio (%) |
(13.54) | (9.25) | ||
| Net income(loss) margin (%) | (7.89) | (3.27) | ||
| Earnings (loss) per share (NTD) | (0.45) | 0.09 | ||
| Research and development status . Research and development expenditures Unit: NTD Thousand |
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| Year | 2022 | 2021 | ||
| Consolidated R&D expenses(A) | 328,727 | 318,943 | ||
| Consolidated net operatingrevenue(B) | 6,731,111 | 8,347,818 | ||
| (A)/(B)(%) | 4.88 | 3.82 |
(IV) Research and development status
- Research and development expenditures
2. R&D results
- (1) Current products of the Company and subsidiaries
The Company specializes in the professional field of materials science, using powder materials, precision machining, polymers, glass materials, semiconductor materials and vacuum technology for research, development and manufacturing. Continues to focus on the energy industry and the application products and industrial services of key electronic components. In 2022, the main products are key materials for solar cells and power generation system engineering, as well as low-temperature chemical materials and semiconductor silicon wafers. The detailed categorization is shown as follows,
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Key materials and systems engineering related to renewable energy :
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A. Solar conductive paste oriented materials
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- B. Photovoltaic ribbons.
- C. Solar photovoltaic power generation system and power plant engineering projects.
- D. Photovoltaic-grade polysilicon raw materials.
- E. The diamond-coated micro-diameter cut steel wire used in silicon wafers.
- F. The study of lithium power battery cathode/anode and related materials.
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Semiconductor and biomedical special materials :
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A. Solar auxiliary material
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B. 8”test grade semiconductor silicon wafer.
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C. 12” test grade semiconductor silicon wafer.
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Micro-tool surface treatment for the electronics industry :
- A. PCB/BAG Special coating products for milling cutters and drill bits.
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(2) New products scheduled to be developed ahead
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Key materials and systems engineering related to renewable energy:
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A. Ultra-high-efficiency solar energy cell paste.
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B. High-end round solar conductive ribbon.
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C. Low temperature curing conductive silver pastes.
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D. Continuous development and mass production of power lithium battery related materials, cathode/anode and related materials.
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Biomedical and electronic materials :
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A. All-in-one key materials for biomedical sensor components
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B. Thermal paste for power components and optoelectronic semiconductors
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C. Manufacturing and process development for 12-inch silicon interposers.
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D. Manufacturing development & design of micro-scale key element for heat dissipation.
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E. Chemical vapor diamond coating micro-tools suitable for BT and ABF substrates.
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II. Summary of 2023 operating plan
- (I) Operating strategy
Expand business strategies and develop long-term cooperation with customers; act in coordination with the Group’s multiple investment projects in material products and domestic power plants; improve capacity utilization and work toward efficient
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product development; reduce manufacturing costs; enhance product value; and strengthen the Company’s long-term financial structure. Through the Company’s long-term development of solar power plants, we are proactively developing domestic power plant construction services and establishing power plants, while stepping into the energy storage industry in line with government policies, to maximize the Company’s profits.
(II) Estimated sales volume and its basis and important production and sales plans
The Company will continue to actively invest in domestic power plant construction services and solar conductive ribbon sales this year. The government of Taipei has announced its Net Zero by 2050 Roadmap, in which the proportion of renewable energy will be greatly increased to 60% or 70%. In order to reach this goal, the originally planned photovoltaic installations will reach 20GW in 2025, and with an annual increase of 2GW before 2030, the capacity will increase to 30GW in 2030, making the cumulative capacity of wind and photovoltaic installations reach 40GW. In the post-pandemic era in 2022, the installation of solar power facilities was accelerated, achieving the target of 2.52GW for the first time, the highest installed capacity in history. The Bureau of Energy and Taiwan Power Company have promoted 32 power grid enhancement projects in photovoltaic hotspots, which can add the feeder capacity by 6.96GW. It is estimated that the installed capacity in Taiwan will reach more than 3GW this year. Taiwan aims to raise renewable energy used to 20% of all energy sources, which will intensify the impact on power grid feeder lines, frequency regulation, and dispatching and accentuating the importance of energy storage systems. The Company has cultivated the field of solar power plants for years. It is estimated that the proportion of power plant engineering services to revenue will continue to climb, while stepping into the energy storage system field. In addition, subsidiary Giga Solar Materials Corporation will continue to focus on large-size solar wafers with thinner lines in respect of conductive paste in the coming year. In addition, it is developing high-efficiency front side silver paste. In addition to the existing P-type conductive paste products, it is developing N-type conductive paste and actively expanding the client base by working with top-level large manufacturers to maintain its market competitiveness. It is estimated that it can occupy a certain market share and serve as the main source of the Company’s consolidated revenue and profit. We estimate that we can achieve our sales target.
III. Future development strategy of the Company
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In the future, the Company’s strategy will focus on upstream high-performance materials development and design and development of materials with high profitability, supplemented by the use of financial advantages to invest in downstream power plants to stabilize the rate of return, and build an integrated upstream–downstream supply chain to obtain long-term stable profits, and strive to develop various energy-saving and ecofriendly upstream material products. Moreover, we will continue to expand the Group’s business scope, e.g. Green Energy Electrode Inc. produces cathode materials for energy storage and electric vehicles, Giga Solar Materials develops and produces carbon-silicon negative electrode materials, and the Company and Hua Hsu Optotech Co., Ltd. develop the semiconductor-related processes. As the global solar energy industry and the specifications of electronic products change rapidly, the Corporate Group will make its product line more diversified. As the electric vehicle industry continues to grow, the Company is expected to become stronger and have more revenue streams to make the overall operation more robust, further improving the profitability and creating the most value.
IV. Effects of external competitive environment, regulatory environment, and overall business environment
Given the strong influence of governmental subsidy policies among various countries as well that of the overall economic environment, the solar energy industry is easily subject to fluctuations in supply and demand in the short term. Nonetheless, long-term growth should continue to sustain its upward trend in line with safety and sustainability concerns as well as the declining costs of alternative energy sources. The world’s proportion of solar power generation should increase accordingly. Following the growth of global solar energy demand in Japan, the United States, India and other countries, the rise of emerging markets will continue to increase and the growth of the solar energy market is predictable.
The Company has a stable financial structure and operational capabilities. This year, we aim to increase revenue and gross profit through domestic power station engineering services, participation in Taipower’s energy storage services, and establishment of power stations.
In response to the abovementioned changes in the external environment, we continue to insist on adopting a proper and effective raw material hedging mechanism for various costs despite the large fluctuations in international raw material prices. All relevant Company personnel keep abreast of changes in market demand, changes in national laws and regulations, overall economic conditions, and competition within the industry.
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Furthermore, they undertake appropriate financial planning to avoid risks from fluctuations in exchange rates and interest rates so as to reduce the impact on the Company.
Gigastorage Corporation
Chairman : Chen, Chi-Ming
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Attachment 2
GIGASTORAGE CORPORATION Audit Committee’s Review Report
The Board of directors has prepared the Company’s 2022 business report, consolidated financial statements, the parent company only financial statements and proposal of deficit compensation. Huang, Yu-Feng and Chang, Ya-Yun Certified Public Accountants of Deloitte & Touche have audited the consolidated financial statements, the parent company only financial statements, and submitted an audit report.
The above business report, consolidated financial statements, the parent company only financial statements, and proposal of deficit compensation have been reviewed and determined to be correct and accurate by the Company’s Audit Committee, as the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act, and Article 219 of the Company Act.
To
2023 Annual General Shareholders’ Meeting of Gigastorage Corporation
GIGASTORAGE CORPORATION
Chair of the Audit Committee: Chen, Chun-Liang
March 31, 2023
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Attachment 3
GIGASTORAGE CORPORATION
The implementation report of strengthening a business plan
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I. In accordance with the company's application for the third domestic secured convertible bond in 2015, the annual application for the fourth domestic secured convertible bond in 2017, the announcement of the capital reduction for the offsetting of deficit and the increase in cash capital in 2019 and 2021. The company shall report the implementation of strengthening a business plan to the board of directors quarterly and report on the effectiveness of the implementation to the shareholders’ meeting.
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II. Explanation of the implementation report of strengthening a consolidated business plan
| Unit: NTD thousand 2022 Expected results Actual results Increase (decrease) 9,832,265 6,731,111 (3,101,154) 8,754,539 6,067,823 (2,686,716) 1,077,726 663,288 (414,438) 1,012,723 1,114,385 101,662 65,003 (451,097) (516,100) (46,000) (24,321) 21,679 19,003 (475,418) (494,421) |
Unit: NTD thousand 2022 Expected results Actual results Increase (decrease) 9,832,265 6,731,111 (3,101,154) 8,754,539 6,067,823 (2,686,716) 1,077,726 663,288 (414,438) 1,012,723 1,114,385 101,662 65,003 (451,097) (516,100) (46,000) (24,321) 21,679 19,003 (475,418) (494,421) |
Unit: NTD thousand 2022 Expected results Actual results Increase (decrease) 9,832,265 6,731,111 (3,101,154) 8,754,539 6,067,823 (2,686,716) 1,077,726 663,288 (414,438) 1,012,723 1,114,385 101,662 65,003 (451,097) (516,100) (46,000) (24,321) 21,679 19,003 (475,418) (494,421) |
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|---|---|---|---|
| Year Item |
2022 | ||
| Expected results | Actual results | Increase (decrease) |
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| Net operating revenue |
9,832,265 | 6,731,111 | (3,101,154) |
| Cost of goods sold(Note) |
8,754,539 | 6,067,823 | (2,686,716) |
| Gross profit (loss) |
1,077,726 | 663,288 | (414,438) |
| Operating expenses |
1,012,723 | 1,114,385 | 101,662 |
| Operating income(loss) |
65,003 | (451,097) | (516,100) |
| Non-operating income and expenditure |
(46,000) | (24,321) | 21,679 |
| Net income (loss) before tax |
19,003 | (475,418) | (494,421) |
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Note: Including unrealized sales benefits
- (I) Net operating revenue
The difference between the actual net operating revenue of the group in 2022 and the expected net operating revenue was due to the decrease the Subsidiary in sales volume of solar conductive paste, compared to the expected number.
(II) Gross profit(loss)
The difference between the actual gross profit of the group in 2022 and the expected gross profit was due to the decrease the Subsidiary in sales volume of solar conductive paste, compared with the expected number, so the actual gross profit decreased.
(III) Operating expenses
The actual operating expenses of the group in 2022 increased from the estimated amount, due to the increase in actual expected credit impairment loss in 2022.
(IV) Non-operating income and expenditure
The difference in the actual non-operating income and expenditure of the company in 2022 from the estimation was due to the increase the Subsidiary recognized an increase in the net gain on foreign currency exchange and other income than expected.
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Attachment 4
Independent auditor’s report
To Gigastorage Corporation:
Audit opinion
We have audited the consolidated balance sheet of Gigastorage Corporation and its subsidiaries as of December 31, 2022 and 2021, and the consolidated comprehensive income statements, consolidated statement of changes in shareholders’ equity, consolidated cash flow statements, and notes to the consolidated financial statements (including significant accounting policies) for the years then ended.
In our opinion, based on our audits and the reports of other independent auditors (please refer to the Other Matters paragraph), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gigastorage Corporation and its subsidiaries as of December 31, 2022 and 2021, and its consolidated financial performance and cash flows for the years ended December 31 2022 and 2021, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations endorsed and issued into effect by the Financial Supervisory Commission
Basis of Opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of Gigastorage Corporation and its subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2022 consolidated financial statements of Gigastorage Corporation and its subsidiaries. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2022 consolidated financial statements of Gigastorage Corporation and its subsidiaries were as follows:
Authenticity of revenues
The sales revenues of Gigastorage Corporation and its subsidiaries are mainly from the sales of solar conductive plasma and solar silicon accessories. The sales revenues from specific clients and products changed significantly in 2022 (see Note 23), and, therefore, we have included the authenticity of the aforementioned revenues as a key audit matter.
We have performed the following key audit procedures:
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We assessed the effectiveness of the design and implementation of internal control practices related to sales transactions by understanding the related internal control systems and operating procedures related to the sales transaction cycle.
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To confirm the authenticity of revenue, we selected samples from the sales details, reviewed the original customer orders, shipping documents or export declarations and sales invoices, and examined whether there were any abnormalities in the receivable collections and the customers to whom the sales were made.
Other Matters
The financial statements of certain equity-method investees have not been audited by us, but by other independent auditors. Therefore, of our opinions on the consolidated financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors. As of December 31, 2022 and 2021, the above-mentioned investments under the equity method amounted to NT$1,353,212 thousand and NT$1,236,914 thousand, or 8.83% and 8.37% of total assets, respectively; the share of the above profits (losses) recognized under the equity method amounted to NT$(18,426) thousand and NT$1,898 thousand, or 3.88% and (0.72)% of net loss before tax, respectively for the years ended December 31, 2022 and 2021.
The financial statements of certain subsidiaries included in the consolidated financial statements of Gigastorage Corporation prepared in accordance with different financial reporting framework have not been audited by us, but have been audited by other independent auditors in accordance with different auditing standards. The financial statements of the aforementioned companies have been converted into adjusted financial statements that conform to the regulations
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governing the preparation of financial statements by securities issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations endorsed and issued into effect by the Financial Supervisory Commission, and we have performed the requisite audit procedures. Therefore, of our opinions on the consolidated financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors and the result of additional audit procedures performed in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and relevant provisions of auditing standards of the Republic of China. As of December 31, 2022 and 2021, the companies above had a total asset of NT$31,905 thousand and NT$26,911 thousand, representing 0.21% and 0.18% of the consolidated total assets, respectively. The operating revenues for the years ended December 31, 2022 and 2021 were NT$0 and NT$0, representing 0% and 0% of consolidated operating revenues, respectively.
Gigastorage Corporation has prepared its standalone financial statements for the years ended December 31, 2022 and 2021, and we have issued an unqualified audit opinion with the other matters paragraph on record for reference.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure material misstatement caused by fraud or error does not exist in the consolidated financial statements.
In preparing the consolidated financial statements, the management is also responsible for assessing the ability of Gigastorage Corporation and its subsidiaries as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate Gigastorage Corporation and its subsidiaries or to cease operations, or has no other realistic alternative but to do so.
Those in charge of corporate governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of Gigastorage Corporation and its subsidiaries.
Auditor’s 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 auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee
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that an audit conducted in accordance with the accounting principles will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in 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, we exercise professional judgment and professional skepticism throughout the audit. We also performed the following tasks:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit 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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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 internal control effective in Gigastorage Corporation and its subsidiaries.
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Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Gigastorage Corporation and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Gigastorage Corporation and its subsidiaries to cease as a going concern.
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Evaluate the overall presentation, structure, and content of the consolidated financial statements (including related notes), whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
21
- Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of Group, and forming the audit opinion on the Group.
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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of corporate governance, we determine those matters that were of most significance in the audit of the 2022 consolidated financial statements of Gigastorage Corporation and its subsidiaries and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte & Touche Taipei, Taiwan Republic of China
March 31, 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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Gigastorage Corporation and Subsidiaries Consolidated Balance Sheet
December 31, 2022 and 2021
| Code 1100 1140 1150 1170 1180 1200 1210 1220 130X 1410 1460 1476 1479 11XX 1510 1517 1550 1600 1755 1760 1780 1840 1980 1990 15XX 1XXX |
Assets Current assets Cash and cash equivalents (Notes 4 and 6) Contract assets – current (Notes 4, 23 and 34) Net notes receivable (Notes 4, 9, 18 and 35) Net accounts receivable (Notes 4, 9 and 23) Net accounts payable – related party (Notes 4, 9, 23 and 34) Other receivables (Notes 4 and 9) Other receivables – related party (Notes 4, 9 and 34) Current income tax assets (Notes 4 and 25) Inventories (Notes 4 and 10) Prepayments (Note 17) Proceeds from disposal of non-current assets held for sale (Notes 4 and 29) Other financial assets (Note 35) Other current assets (Notes 17 and 35) Total current assets Non-current assets Financial assets at fair value through profit or loss – non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income – non-current (Notes 4 and 8) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13, 34 and 35) Right-of-use assets (Notes 4 and 14) Investment property (Notes 4 and 15) Intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 25) Other financial assets – non-current (Note 35) Other non-current assets (Notes 17 and 35) Total non-current assets Total assets |
December 31,2022 | December 31,2022 | % 20 2 4 5 - - - - 8 4 - 1 - 44 - 2 10 32 1 1 3 1 1 5 56 100 |
December 31,2021 | December 31,2021 | % 21 1 2 8 1 - - - 9 6 - 1 - 49 - 4 9 28 1 1 3 1 - 4 51 100 |
Code 2100 2110 2126 2150 2170 2180 2200 2220 2230 2280 2321 2322 2399 21XX 2530 2540 2572 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3400 31XX 36XX 3XXX |
Liabilities and equity Current liabilities Short-term borrowings (Notes 18 and 35) Short-term notes and bills payable (Notes 18 and 35) Financial liabilities for hedging (Notes 10 and 33) Notes payable Accounts payable Accounts payable – related party (Note 34) Other payables (Note 20) Other payables – related party (Note 34) Current income tax liabilities (Notes 4 and 25) Lease liabilities – current (Notes 4 and 14) Corporate bonds payable – current portion (Note 19) Long-term borrowings due within one year (Notes 18 and 35) Other current liabilities (Notes 20, 23 and 34) Total current liabilities Non-current liabilities Corporate bonds payable (Note 19) Long-term borrowings (Notes 18 and 35) Deferred tax liabilities (Notes 4 and 25) Lease liabilities – non-current (Notes 4 and 14) Net defined benefit liabilities – non-current (Notes 4 and 21) Deposits received Total non-current liabilities Total liabilities Equity attributable to shareholders of the company (Notes 4, 22, 27 and 30) Capital stock Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Accumulated loss Other equity Total shareholders’ equity of the company Non-controlling interests (Notes 4, 22 and 32) Total equity Total liabilities and equity |
December 31,2022 | December 31,2022 | % 6 1 3 - 2 - 3 - - - 2 2 1 20 - 13 - 1 - 1 15 35 23 10 - 1 5 ) 1) 28 37 65 100 |
Unit: NTD thousands December 31,2021 |
Unit: NTD thousands December 31,2021 |
Unit: NTD thousands December 31,2021 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 3,009,768 245,518 663,016 816,589 38,704 30,409 20,458 19,577 1,130,130 637,369 20,521 86,495 41,819 6,760,373 33,560 344,243 1,475,709 4,917,637 179,305 94,560 407,512 172,677 118,544 825,150 8,568,897 $ 15,329,270 |
Amount $ 3,027,142 189,595 276,999 1,127,463 135,703 25,675 1,879 17,522 1,331,762 942,691 19,128 75,296 38,658 7,209,513 38,281 513,308 1,352,365 4,114,623 190,351 110,807 412,600 179,197 23,385 628,137 7,563,054 $ 14,772,567 |
Amount $ 860,134 179,343 446,977 17,403 295,798 - 389,402 398 11,410 22,604 339,406 385,567 96,888 3,045,330 - 2,027,277 39,430 106,179 14,147 85,670 2,272,703 5,318,033 3,509,057 1,490,493 14,689 155,982 680,196 ) 165,911) 4,324,114 5,687,123 10,011,237 $ 15,329,270 |
Amount $ 2,369,937 199,338 560,853 15,070 161,565 8 305,178 1,660 24,051 19,903 - 487,677 331,403 4,476,643 335,058 2,364,175 30,356 119,180 25,748 85,202 2,959,719 7,436,362 2,859,057 498,574 14,689 155,982 533,647 ) 100,090) 2,894,565 4,441,640 7,336,205 $ 14,772,567 |
% | |||||||||||||||
( ( |
( ( |
( ( |
( ( |
16 2 4 - 1 - 2 - - - - 3 2 30 2 16 - 1 - 1 20 50 19 4 - 1 3 ) 1) 20 30 50 100 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Managerial officer: Chen, Chi-Ming
Chairperson: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
23
Gigastorage Corporation and Subsidiaries
Consolidated Comprehensive Income Statement
January 1 to December 31, 2022 and 2021
(In thousand NT$, but Earnings per share is in NT$)
| Code 4000 Net operating revenue (Notes 4, 23 and 34) 5000 Operating costs (Notes 10, 24 and 34) 5900 Operating gross profits 5910 Unrealized profits on sales 5950 Realized operating gross profits Operating expenses (Notes 9, 16 and 24) 6100 Marketing expenses 6200 Administration expenses 6300 R&D expenses 6450 Expected credit impairment loss (reversal gain) 6000 Total 6500 Net other income and expenses (Note 36) 6900 Net operating losses Non-operating income and expenses 7100 Interest income (Notes 24 and 34) 7010 Other income (Notes 24, 29 and 34) 7020 Other gains and losses (Notes 13, 17, 19 and 24) 7050 Financial costs (Notes 10, 24 and 34) 7060 Share of profits or losses of associates and joint ventures accounted for using the equity method (Notes 4 and 12) 7000 Total 7900 Net loss before tax 7950 Income tax expense (Notes 4 and 25) 8200 Net losses for the year |
2022 | % 100 90 10 - 10 4 7 5 1 17 - 7) - 1 - 1 ) - - 7 ) 1) 8) |
2021 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 6,731,111 6,060,376 670,735 7,447) 663,288 229,686 465,188 328,727 90,784 1,114,385 - 451,097) 9,368 70,070 11,693 ) 86,051 ) 6,015) 24,321) 475,418 ) 55,872) 531,290) |
Amount $ 8,347,818 7,683,909 663,909 14,022) 649,887 257,653 435,586 318,943 5,222) 1,006,960 254,805 102,268) 4,261 101,553 164,920 ) 105,281 ) 1,941 162,446) 264,714 ) 8,943) 273,657) |
% | ||||||
( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( |
100 92 8 - 8 3 5 4 - 12 3 1) - 1 2 ) 1 ) - 2) 3 ) - 3) |
(Continued on next page)
24
(Continued from previous page)
| Code Other comprehensive income 8310 Items not to be reclassified as profit or loss: 8311 Remeasurement of defined benefit plan 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates and joint ventures accounted for using the equity method 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of financial statements of foreign operations 8399 Income tax related to items that may be reclassified (Note 25) 8300 Other comprehensive income for the year (net after tax) 8500 Total comprehensive income for the year Net profits (losses) attributable to: 8610 Shareholders of the company 8620 Non-controlling interests 8600 Total comprehensive income attributable to: 8710 Shareholders of the company 8720 Non-controlling interests 8700 Earnings (losses) per share (Note 26) 9750 Basic 9850 Diluted |
2022 | % - 2 ) - - - 2) 10) 2 ) 6) 8) 3 ) 7) 10) |
2021 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 11,767 171,305 ) 42 ) 28,793 4,358) 135,145) $ 666,435) $ 154,537 ) 376,753) $ 531,290) $ 212,358 ) 454,077) $ 666,435) $ 0.45) $ 0.45) |
Amount $ 344 255,121 - 65,437 ) 10,908 200,936 $ 72,721) $ 24,796 298,453) $ 273,657) $ 110,745 183,466) $ 72,721) $ 0.09 $ 0.09 |
% | ||||||
( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( ( |
- 3 - 1 ) - 2 1) - 3) 3) 1 2) 1) |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Chen Chi-Ming Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh- Pyng
25
Gigastorage Corporation and Subsidiaries
Consolidated Statement of Changes in Shareholders’ Equity
January 1 to December 31, 2022 and 2021
Units: NTD thousands, unless otherwise stated
| Code A1 Balance as of January 1, 2021 O1 Cash dividends to shareholders of subsidiaries D1 Net income (losses) for 2021 D3 Other comprehensive income after tax for 2021 D5 Total comprehensive income for 2021 M5 Differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Note 30) M7 Changes in ownership interest in subsidiaries (Notes 22 and 30) N1 Subsidiary share based payment transactions C7 Changes in associates and joint ventures recognized under the equity method Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2021 D1 Net losses for 2022 D3 Other comprehensive income after tax for 2022 D5 Total comprehensive income for 2022 E1 Cash capital increase M5 Differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Note 30) M7 Changes in ownership interest in subsidiaries (Notes 22 and 30) C7 Changes in associates and joint ventures recognized under the equity method N1 Share-based payment transactions N1 Subsidiary share based payment transactions O1 Non-controlling interests Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2022 |
Equityattributable to shareholders of the company | Equityattributable to shareholders of the company | Equityattributable to shareholders of the company | Equityattributable to shareholders of the company | Total $ 2,535,104 - 24,796 85,949 110,745 26,524 205,117 16,545 530 - 2,894,565 154,537 ) 57,821) 212,358) 1,625,000 34,091 31,072 ) 43 ) 146 13,785 - - $ 4,324,114 |
Non-controlling interests $ 3,323,577 ( 77,887 ) ( 298,453 ) 114,987 ( 183,466) 17,628 1,323,945 24,412 13,431 - 4,441,640 ( 376,753 ) ( 77,324) ( 454,077) - 42,885 1,571,936 ( 42 ) - 36,882 47,899 - $ 5,687,123 |
Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | stock Amount $ 2,859,057 - - - - - - - - - 2,859,057 - - - 650,000 - - - - - - - $ 3,509,057 |
Capital surplus $ 250,109 - - - - 26,481 204,909 16,545 530 - 498,574 - - - 975,000 34,149 31,118 ) 43 ) 146 13,785 - - $ 1,490,493 |
Retained earnings | Accumulated loss ( $ 571,686 ) - 24,796 ( 1,025) 23,771 - - - - 14,268 ( 533,647 ) ( 154,537 ) 6,580 ( 147,957) - - - - - - - 1,408 ($ 680,196) |
Other equity Unrealized gains Exchange (losses) on financial differences on assets at fair value translation of through other financial statements comprehensive of foreign operations income ( $ 97,324 ) ( $ 75,723 ) - - - - ( 25,841) 112,815 ( 25,841) 112,815 152 ( 109 ) 208 - - - - - - ( 14,268) ( 122,805 ) 22,715 - - 9,481 ( 73,882) 9,481 ( 73,882) - - 1,132 ( 1,190 ) 46 - - - - - - - - - - ( 1,408) ($ 112,146) ($ 53,765) |
|||||||||||
| Exchange differences on translation of financial statements of foreign operations ( $ 97,324 ) - - ( 25,841) ( 25,841) 152 208 - - - ( 122,805 ) - 9,481 9,481 - 1,132 46 - - - - - ($ 112,146) |
||||||||||||||||
| Number of shares (in thousands) 285,906 - - - - - - - - - 285,906 - - - 65,000 - - - - - - - 350,906 |
||||||||||||||||
| Legal reserve $ 14,689 - - - - - - - - - 14,689 - - - - - - - - - - - $ 14,689 |
Special reserve $ 155,982 - - - - - - - - - 155,982 - - - - - - - - - - - $ 155,982 |
|||||||||||||||
( ( |
( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
$ 5,858,681 77,887 ) 273,657 ) 200,936 72,721) 44,152 1,529,062 40,957 13,961 - 7,336,205 531,290 ) 135,145) 666,435) 1,625,000 76,976 1,540,864 85 ) 146 50,667 47,899 - $ 10,011,237 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Chen Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
26
Gigastorage Corporation and Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2022 and 2021
Unit: NTD thousands
| Code Cash flow from operating activities: A10000 Net loss before tax A20000 Adjustments: A20010 Income or expenses having no effect on cash flows A20100 Depreciation expense A20200 Amortization expense (including amortization of other non-current assets) A20300 Expected credit impairment losses (reversal gains) A20400 Net gain on financial assets and liabilities at fair value through profit or loss A20900 Financial costs A21200 Interest income A21300 Dividend income A21900 Share-based remuneration costs A22300 Share of associates and joint ventures accounted for using the equity method A22500 Loss from disposal of property, plant and equipment A23200 Gain on disposal of investment accounted for using the equity method A23700 Impairment loss on non- financial assets A23800 Loss on decline in value of inventories (reversal gain) A23900 Unrealized profits in affiliated companies A24100 Net foreign currency exchange gain (loss) A24200 Loss on repurchase of corporate bonds |
2022 ( $ 475,418 ) 307,234 13,582 90,784 ( 21,099 ) 86,051 ( 9,368 ) ( 2,470 ) 50,813 6,015 5,995 ( 374 ) 84,310 ( 15,021 ) 7,447 ( 133,339 ) - |
2021 |
|---|---|---|
| ( $ 264,714 ) 318,478 12,190 ( 5,222 ) ( 3,171 ) 105,281 ( 4,261 ) ( 2,107 ) 40,957 ( 1,941 ) 30,129 - 147 13,702 14,022 44,791 24,861 |
(Continued on next page)
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(Continued from previous page)
| (Continued from previous page) | ||
|---|---|---|
| Code A29900 Leasehold modification gain A29900 Gain on reversal of anticipated litigation damages (Note 36) A29900 Loss on disposal of subsidiaries A29900 Intangible assets transferred to expenses A30000 Net changes in assets/liabilities related to operating activities. A31125 Contract assets A31130 Notes receivables A31150 Accounts receivables A31160 Accounts receivable – related party A31180 Other receivables A31190 Other receivables – related party A31200 Inventories A31230 Prepayments A31240 Other current assets A32130 Notes payable A32150 Accounts payable A32160 Accounts payable – related party A32180 Other payables A32190 Other payables – related party A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash arising from operations A33100 Interests received A33500 Income tax paid AAAA Net cash inflow from operating activities Cash flow from investment activities: B00010 Acquisition of financial assets measured at fair value through other comprehensive income B00020 Disposal of financial assets measured at fair value through other comprehensive income |
2022 ( $ 13 ) - 3,165 118 ( 55,923 ) ( 386,017 ) 217,707 96,999 ( 6,224 ) ( 2,324 ) 101,483 266,097 ( 3,175 ) 2,333 135,547 ( 8 ) 40,561 1,173 ( 234,515 ) 166 172,292 7,860 ( 59,332) 120,820 ( 87,059 ) 4,027 |
2021 |
| $ - ( 254,805 ) 9 - ( 11,047 ) 453,929 662,481 ( 39,809 ) 19,934 276 72,561 ( 263,296 ) ( 11,434 ) ( 120 ) 9,443 ( 1,697 ) ( 353,243 ) ( 1,366 ) 117,497 ( 1,835) 720,620 4,263 ( 36,128) 688,755 ( 5,000 ) 89,149 |
(Continued on next page)
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(Continued from previous page)
| (Continued from previous page) | ||
|---|---|---|
| Code B00100 Acquisition of Financial assets at fair value through profit or loss B00200 Disposal of Financial assets at fair value through profit or loss B01800 Acquisition of investment accounted for using the equity method B01900 Disposal of investment accounted for using the equity method B02200 Acquisition of subsidiary (Note 28) B02700 Acquisition of property, plant and equipment B02800 Disposal of property, plant and equipment B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B06500 Increase in other financial assets B06800 Decrease in other non-current assets B07600 Dividends received BBBB Net cash outflow from investment activities Cash flow from financing activities: C00200 Decrease in short-term borrowings C00500 Increase in short-term notes and bills payable C00600 Decrease in short term notes and bills payable C01300 Repayment of corporate bonds C01600 Borrowing of long-term loans C01700 Repayment of long-term loans C03100 Increase in deposits received C04020 Repayment of lease liability principal C04600 Cash capital increase C05400 Acquisition of equity in subsidiaries (Note 30) C05500 Disposal of equity in subsidiaries (Note 30) C05600 Interests paid C05800 Payment of cash dividends from non- controlling interests C05800 Change in non-controlling interests (Note 30) C09900 Other financing activities CCCC Net cash inflow from financing activities |
2022 ( $ 46,015 ) 71,835 ( 120,958 ) 48,300 47,843 ( 1,421,945 ) 38,245 104,021 ( 8,449 ) ( 107,878 ) 9,115 20,187 (1,448,731) ( 1,514,406 ) - ( 23,447 ) - 2,022,560 ( 2,426,550 ) 468 ( 20,462 ) 1,625,000 ( 4,531 ) 81,507 ( 89,468 ) - 1,540,864 - 1,191,535 |
2021 |
| $ - 115,892 ( 265,350 ) - - ( 749,147 ) 12,364 405,700 ( 597 ) ( 34,572 ) 13,075 18,600 ( 399,886) ( 772,928 ) 199,315 - ( 1,472,065 ) 1,227,105 ( 537,985 ) 81,182 ( 11,538 ) - - 44,152 ( 108,710 ) ( 77,887 ) 1,524,265 ( 4,951) 89,955 |
(Continued on next page)
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(Continued from previous page)
| Code DDDDEffect of exchange rate changes on cash and cash equivalents EEEE Net increase (decrease) in cash and cash equivalents E00100 Balance of cash and cash equivalents at the beginning of the year E00200 Balance of cash and cash equivalents at the end of the year |
|
|---|---|
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Managerial officer: Accounting officer: Chen Chi-Ming Chen, Chi-Ming Tsai, Jyh- Pyng
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Attachment 5
Independent auditor’s report
To Gigastorage Corporation:
Audit opinion
We have audited the accompanying parent company only balance sheets of Gigastorage Corporation (the “Company”) for the years ended December 31, 2022 and 2021 and the relevant parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “parent company only financial statements”).
In our opinion, based on our audits and the reports of other independent auditors (please refer to the Other Matters paragraph), the parent company only financial statements referred to above present fairly, in all material respects, the individual financial position of Gigastorage Corporation as of December 31, 2022 and 2021 and its individual financial performance and cash flows for the years ended December 31 2022 and 2021, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers.
Basis of Opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the parent company only financial statements. We are independent of Gigastorage Corporation and its subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2022 parent company only financial statements of Gigastorage Corporation. These matters were addressed in the content of our audit of the parent company only
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financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2022 parent company only financial statements of Gigastorage Corporation were as follows:
Authenticity of revenues
As stated in Note 10 to the parent company only financial statements, investments accounted for using the equity method of Gigastorage Corporation amounted to NT$3,953,993 thousand, or 65.32% of total assets as of December 31, 2022, and the shares of losses of subsidiaries, affiliates and joint ventures using the equity method was NT$161,259 thousand, or 105.06% of net losses before tax from January 1, 2022 to December 31, 2022. The financial status and performance of its subsidiaries would significantly affect Gigastorage Corporation.
The sales revenues of Gigastorage Corporation and its subsidiaries are mainly from the sales of solar conductive plasma and solar silicon accessories. The sales revenues from specific clients and products changed significantly in 2022 (see Note 23 to the consolidated financial statements), and, therefore, we have included the authenticity of the aforementioned revenues as a key audit matter.
We have performed the following key audit procedures:
-
We assessed the effectiveness of the design and implementation of internal control practices related to sales transactions by understanding the related internal control systems and operating procedures related to the sales transaction cycle.
-
To confirm the authenticity of revenue, we selected samples from the sales details, reviewed the original customer orders, shipping documents or export declarations and sales invoices, and examined whether there were any abnormalities in the receivable collections and the customers to whom the sales were made.
Other Matters
The financial statements of certain equity-method investees have not been audited by us, but by other independent auditors. Therefore, of our opinions on the parent company only financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors. As of December 31, 2022 and 2021, the abovementioned investments under the equity method amounted to NT$1,353,212 thousand and NT$1,236,914 thousand, or 22.36% and 24.81% of total assets, respectively; the share of the above profits (losses) recognized under the equity method amounted to NT$(18,426) thousand and NT$1,898 thousand, or 12.00% and 9.15% of net income (loss) before tax, respectively for the years ended December 31, 2022 and 2021.
The financial statements of certain equity-method investees prepared in accordance with different financial reporting framework have not been audited by us, but have been audited by other independent auditors in accordance with different auditing standards. The above-mentioned
32
financial statements have been converted into adjusted financial statements that conform to the regulations governing the preparation of financial statements by securities issuers and we have performed the requisite audit procedures. Therefore, of our opinions on the parent company only financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors and the result of additional audit procedures performed in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and relevant provisions of auditing standards of the Republic of China. As of December 31, 2022 and 2021, the above-mentioned investments under the equity method amounted to NT$9,639 thousand and NT$11,962 thousand, or 0.16% and 0.24% of total assets, respectively; the share of the above profits (losses) recognized under the equity method amounted to NT$(3,056) thousand and NT$3,319 thousand, or 1.99% and 16.00% of net income (loss) before tax, respectively for the years ended December 31, 2022 and 2021.
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 Statements by Securities Issuers, and for such internal control as the management determines is necessary to enable the preparation of the parent company only financial statements to be free from material misstatement whether due to fraud or error.
In preparing the parent company only financial statements, the management is also responsible for assessing the ability of Gigastorage Corporation as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate Gigastorage Corporation or to cease operations, or has no other realistic alternative but to do so.
Those in charge of corporate governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of Gigastorage Corporation.
Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the accounting principles will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in 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, we exercise professional judgment and professional skepticism throughout the audit. We also performed the following tasks:
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-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit 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.
-
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 internal control effective in Gigastorage Corporation.
-
Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Gigastorage Corporation to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Gigastorage Corporation to cease as a going concern.
-
Evaluate the overall presentation, structure, and content of the parent company only financial statements (including related notes), whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of Gigastorage Corporation to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit of Gigastorage Corporation, and forming the audit opinion on Gigastorage Corporation.
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).
34
We also provide those in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of corporate governance, we determine those matters that were of most significance in the audit of the 2022 parent company only financial statements of Gigastorage Corporation are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte & Touche Taipei, Taiwan Republic of China
March 31, 2023
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
35
Gigastorage Corporation Parent Company Only Balance Sheet December 31, 2022 and 2021
| Code 1100 1140 1150 1170 1180 1200 1210 1220 130X 1410 1476 1479 11XX 1517 1550 1600 1755 1760 1780 1990 15XX 1XXX |
Assets Current assets Cash (Notes 4 and 6) Contract assets – current (Notes 4, 20 and 29) Net notes receivable (Notes 4 and 8) Net accounts receivable (Notes 4, 8 and 20) Net accounts payable – related party (Notes 4, 8, 20 and 29) Other receivables (Notes 4 and 8) Other receivables – related parties (Notes 4, 8 and 29) Current income tax assets (Notes 4 and 22) Inventories (Notes 4 and 9) Prepayments (Note 15) Other financial assets – current (Notes 4 and 30) Other current assets (Notes 15 and 31) Total current assets Non-current assets Financial assets at fair value through other comprehensive income – non-current (Notes 4 and 7) Investments using the equity method (Notes 4, 10, 29 and 30) Property, plant and equipment (Notes 4, 11, 29 and 30) Right-of-use assets (Notes 4 and 12) Investment property (Notes 4, 13 and 30) Intangible assets (Notes 4 and 14) Other non-current assets (Notes 4, 15 and 18) Total non-current assets Total assets |
December 31,2022 | December 31,2022 | % 2 4 8 2 - - - - 2 5 - - 23 1 65 7 - 2 - 2 77 100 |
December 31,2021 | December 31,2021 | % 4 3 - 3 1 - - - - 7 - - 18 1 68 7 1 3 - 2 82 100 |
Code 2100 2110 2150 2170 2180 2200 2220 2230 2280 2322 2399 21XX 2540 2580 2645 21XX 2XXX 3110 3200 3310 3320 3350 3400 3XXX |
Liabilities and equity Current liabilities Short-term borrowings (Notes 16 and 30) Short-term notes and bills payable (Notes 16 and 30) Notes payable Accounts payable Accounts payable – related party (Note 29) Other payables (Note 17) Other payables – related party (Note 29) Current income tax liabilities (Notes 4 and 22) Lease liabilities – current (Notes 4, 12 and 29) Long-term borrowings due within one year (Notes 16 and 30) Other current liabilities (Notes 17, 20 and 29) Total current liabilities Non-current liabilities Long-term borrowings (Notes 16 and 30) Lease liabilities – non-current (Notes 4, 12 and 29) Deposits received Total non-current liabilities Total liabilities Equity (Notes 4, 19, 24 and 25) Capital stock Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Accumulated losses Other equity Total equity Total liabilities and equity |
December 31,2022 | December 31,2022 | % 10 3 - 1 - 1 - - - 2 - 17 11 - 1 12 29 58 25 - 2 11 ) 3) 71 100 |
Unit: NTD thousands December 31,2021 |
Unit: NTD thousands December 31,2021 |
Unit: NTD thousands December 31,2021 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 129,797 240,664 478,438 109,970 6,227 2,420 6,518 14 79,480 313,239 16,706 2,654 1,386,127 35,689 3,953,993 402,744 21,074 146,447 538 106,347 4,666,832 $ 6,052,959 |
Amount $ 179,549 167,117 13,440 143,625 19,111 3,615 7,310 32 18,411 318,838 16,214 4,315 891,577 47,449 3,393,237 361,554 23,863 167,077 932 100,450 4,094,562 $ 4,986,139 |
Amount $ 585,254 179,343 488 69,966 - 34,536 1,229 1,021 3,693 94,263 28,354 998,147 670,759 17,984 41,955 730,698 1,728,845 3,509,057 1,490,493 14,689 155,982 680,196 ) 165,911) 4,324,114 $ 6,052,959 |
Amount $ 737,257 199,338 104 79,598 189 30,988 1,035 - 3,673 236,000 25,514 1,313,696 715,500 20,721 41,657 777,878 2,091,574 2,859,057 498,574 14,689 155,982 533,647 ) 100,090) 2,894,565 $ 4,986,139 |
% | |||||||||||||||
( ( |
( ( |
( ( |
( ( |
15 4 - 1 - 1 - - - 5 - 26 14 1 1 16 42 57 10 - 3 10 ) 2) 58 100 |
The accompanying notes are an integral part of the parent company only financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Accounting officer: Tsai, Jyh- Pyng
Chairperson: Chen, Chi-Ming
Managerial officer: Chen, Chi-Ming
36
Gigastorage Corporation
Parent Company Only Comprehensive Income Statement
January 1 to December 31, 2022 and 2021
(In thousand NT$, but Earnings per share is in NT$)
| Code 4000 Net operating revenues (Notes 20 and 29) 5000 Operating cost (Notes 9, 14, 21 and 29) 5900 Operating gross profits 5910 Unrealized profits on sales 5920 Realized sales profits 5950 Realized operating gross profits Operating expenses (Notes 8, 14, 21 and 29) 6100 Marketing expenses 6200 Administration expenses 6300 R&D expenses 6450 Expected credit reversal gain 6000 Total 6500 Net other income and expenses (Note 31) 6900 Net operating income (loss) Non-operating income and expenses 7100 Interest income (Notes 21 and 29) 7010 Other income (Notes 21 and 29) 7020 Other gains and losses (Notes 4 and 21) 7050 Financial costs (Notes 21 and 29) 7060 Share of profits or losses of subsidiaries, associates and joint ventures using the equity method (Notes 4 and 10) 7000 Total 7900 Net income (losses) before tax 7950 Income tax gains (expense) (Notes 4 and 22) 8200 Net income (losses) for the year |
2022 | % 100 88 12 5 ) 5 12 3 13 2 - 18 - 6) - 5 3 2 ) 17) 11) 17 ) - 17) |
2021 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 929,016 814,362 114,654 51,828 ) 47,313 110,139 21,223 123,257 18,967 205) 163,242 - 53,103) 368 52,232 25,663 17,393 ) 161,259) 100,389) 153,492 ) 1,045) 154,537) |
Amount $ 576,818 550,685 26,133 47,313 ) 31,685 10,505 11,846 115,524 16,455 1,177) 142,648 254,805 122,662 499 49,967 3,814 ) 28,181 ) 120,395) 101,924) 20,738 4,058 24,796 |
% | ||||||
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( |
100 95 5 8 ) 5 2 2 20 3 - 25 44 21 - 9 1 ) 5 ) 21) 18) 3 1 4 |
(Continued on next page)
37
(Continued from previous page)
| Code Other comprehensive income 8310 Items not to be reclassified as profit or loss: 8311 Remeasurement of defined benefit plan 8316 Unrealized gains (losses) on investments in equity instruments measured at fair value through other comprehensive income 8331 Remeasurement of defined benefit plans of subsidiaries under the equity method 8336 Unrealized gains (losses) on investments in equity instruments by subsidiaries under the equity method measured at fair value through other comprehensive income 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of financial statements of foreign operations 8381 Exchange differences on translation of financial statements of foreign operations of subsidiaries recognized under the equity method 8300 Other comprehensive income (losses) for the year (net after tax) 8500 Total comprehensive income (losses) for the year Earnings (losses) per share (Note 23) 9750 Basic 9850 Diluted |
2022 | % 1 1 ) - 7 ) - 1 6) 23) |
2021 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 3,351 11,760 ) 3,229 62,122 ) 733 8,748 57,821) $ 212,358) $ 0.45) $ 0.45) |
Amount $ 1,931 ) 2,990 906 109,825 4,268 ) 21,573) 85,949 $ 110,745 $ 0.09 $ 0.09 |
% | ||||||
( ( ( ( ( ( |
( ( ( ( |
( ( ( |
( |
- - - 19 - 4) 15 19 |
The accompanying notes are an integral part of the parent company only financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Chen Chi-Ming
Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh- Pyng
38
Gigastorage Corporation
Parent Company Only Statement of Changes in Shareholders’ Equity
January 1 to December 31, 2022 and 2021
| Code A1 Balance as of January 1, 2021 D1 Net income for 2021 D3 Other comprehensive income after tax for 2021 D5 Total comprehensive income for 2021 M5 Differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Note 25) M7 Changes in ownership interest in subsidiaries (Notes 19 and 25) N1 Subsidiary share based payment transactions C7 Changes in associates and joint ventures recognized under the equity method Q1 Disposal of equity instruments at fair value through other comprehensive income by a subsidiary Z1 Balance as of December 31, 2021 D1 Net losses for 2022 D3 Other comprehensive income after tax for 2022 D5 Total comprehensive income for 2022 E1 Cash capital increase M5 Differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Note 25) M7 Changes in ownership interest in subsidiaries (Notes 19 and 25) N1 Share-based payment transactions N1 Subsidiary share based payment transactions C7 Changes in associates and joint ventures recognized under the equity method Q1 Disposal of equity instruments at fair value through other comprehensive income by a subsidiary Z1 Balance as of December 31, 2022 |
Capital stock Number of shares (in thousands) Amount 285,906 $ 2,859,057 - - - - - - - - - - - - - - - - 285,906 2,859,057 - - - - - - 65,000 650,000 - - - - - - - - - - - - 350,906 $ 3,509,057 |
Capital stock Number of shares (in thousands) Amount 285,906 $ 2,859,057 - - - - - - - - - - - - - - - - 285,906 2,859,057 - - - - - - 65,000 650,000 - - - - - - - - - - - - 350,906 $ 3,509,057 |
Retained earnings | Retained earnings | Accumulated loss ( $ 571,686 ) 24,796 ( 1,025) 23,771 - - - - 14,268 ( 533,647 ) ( 154,537 ) 6,580 ( 147,957) - - - - - - 1,408 ($ 680,196) |
Other equity Unrealized gains Exchange differences (losses) on financial on translation of assets at fair value financial statements of through other foreign operations comprehensive income ( $ 97,324 ) ( $ 75,723 ) - - ( 25,841) 112,815 ( 25,841) 112,815 152 ( 109 ) 208 - - - - - - ( 14,268) ( 122,805 ) 22,715 - - 9,481 ( 73,882) 9,481 ( 73,882) - - 1,132 ( 1,190 ) 46 - - - - - - - - ( 1,408) ($ 112,146) ($ 53,765) |
Other equity Unrealized gains Exchange differences (losses) on financial on translation of assets at fair value financial statements of through other foreign operations comprehensive income ( $ 97,324 ) ( $ 75,723 ) - - ( 25,841) 112,815 ( 25,841) 112,815 152 ( 109 ) 208 - - - - - - ( 14,268) ( 122,805 ) 22,715 - - 9,481 ( 73,882) 9,481 ( 73,882) - - 1,132 ( 1,190 ) 46 - - - - - - - - ( 1,408) ($ 112,146) ($ 53,765) |
Unit: NTD thousands Total equity |
Unit: NTD thousands Total equity |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of financial statements of foreign operations ( $ 97,324 ) - ( 25,841) ( 25,841) 152 208 - - - ( 122,805 ) - 9,481 9,481 - 1,132 46 - - - - ($ 112,146) |
|||||||||||||
| Number of shares (in thousands) 285,906 - - - - - - - - 285,906 - - - 65,000 - - - - - - 350,906 |
|||||||||||||
| Capital surplus $ 250,109 - - - 26,481 204,909 16,545 530 - 498,574 - - - 975,000 34,149 31,118 ) 146 13,785 43 ) - $ 1,490,493 |
Legal reserve $ 14,689 - - - - - - - - 14,689 - - - - - - - - - - $ 14,689 |
Special reserve $ 155,982 - - - - - - - - 155,982 - - - - - - - - - - $ 155,982 |
|||||||||||
( ( |
( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( ( ( ( |
( ( ( ( ( |
$ 2,535,104 24,796 85,949 110,745 26,524 205,117 16,545 530 - 2,894,565 154,537 ) 57,821) 212,358) 1,625,000 34,091 31,072 ) 146 13,785 43 ) - $ 4,324,114 |
The accompanying notes are an integral part of the parent company only financial statements.
(Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Chen Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
39
Gigastorage Corporation
Parent Company Only Cash Flow Statement January 1 to December 31, 2022 and 2021
Unit: NTD thousands
| Code Cash flow from operating activities: A10000 Net income (losses) before tax A20000 Adjustments: A20010 Income or expenses having no effect on cash flows A20100 Depreciation expense A20200 Amortization expenses A20300 Expected credit reversal gain A20400 Net gain on financial assets at fair value through profit or loss A20900 Financial costs A21200 Interest income A21300 Dividend income A21900 Share-based remuneration costs A22300 Share of profits or losses of subsidiaries, associates and joint ventures accounted for using the equity method A22500 Gain on disposal of property, plant and equipment A23200 Gain on disposal of investment accounted for using the equity method A23700 Gain on reversal of non- financial asset impairment A23800 Gain on inventory value recovery A23900 Unrealized profits on sales A24000 Realized sales profits A24100 Net foreign currency exchange gain (loss) |
2022 ( $ 153,492 ) 42,531 672 ( 205 ) ( 10,213 ) 17,393 ( 368 ) ( 647 ) 136 161,259 ( 95 ) ( 374 ) ( 1,126 ) ( 205 ) 51,828 ( 47,313 ) ( 799 ) |
2021 |
|---|---|---|
| $ 20,738 47,925 581 ( 1,177 ) - 28,181 ( 499 ) ( 1,078 ) - 120,395 ( 112 ) - - ( 11,836 ) 47,313 ( 31,685 ) 721 |
(Continued on next page)
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(Continued from previous page)
| Code A29900 Gain on reversal of anticipated litigation damages (Note 31) A29900 Intangible assets transferred to expenses A30000 Net changes in assets/liabilities related to operating activities. A31125 Contract assets A31130 Notes receivables A31150 Accounts receivables A31160 Accounts receivable – related party A31180 Other receivables A31190 Other receivables – related party A31200 Inventories A31230 Prepayments A31240 Other current assets A32130 Notes payable A32150 Accounts payable A32160 Accounts payable – related party A32180 Other payables A32190 Other payables – related party A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash outflow from operations A33100 Interests received A33500 Income tax returned (paid) AAAA Net cash outflow from operating activities Cash flow from investment activities: B00100 Acquisition of Financial assets at fair value through profit or loss B00200 Disposal of Financial assets at fair value through profit or loss B01800 Acquisition of investment accounted for using the equity method B01900 Disposal of investment accounted for using the equity method B02700 Acquisition of property, plant and equipment (Continued on next page) |
2022 $ - 118 ( 73,547 ) ( 464,998 ) 33,237 12,884 1,196 978 ( 60,864 ) 6,725 1,661 384 ( 9,418 ) ( 189 ) 6,106 194 2,840 3,681 ( 480,030 ) 367 ( 6) ( 479,669) ( 45,000 ) 55,213 ( 868,666 ) 48,300 ( 13,845 ) |
2021 |
|---|---|---|
| ( $ 254,805 ) - 2,996 ( 8,747 ) ( 53,451 ) ( 9,484 ) ( 1,043 ) 738 24,626 6,853 ( 1,947 ) ( 544 ) 32,741 ( 922 ) ( 272,240 ) 76 19,844 ( 2,922) ( 298,764 ) 499 14 ( 298,251) - - ( 93,790 ) - ( 4,178 ) |
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(Continued from previous page)
| Code B02800 Disposal of property, plant and equipment B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B06500 Increase in other financial assets B06700 Increase in other non-current assets B07600 Dividends received BBBB Net cash inflow (outflow) from investment activities Cash flow from financing activities: C00200 Decrease in short-term borrowings C00500 Increase in short-term notes and bills payable C00600 Decrease in short term notes and bills payable C01600 Borrowing of long-term loans C01700 Repayment of long-term loans C03100 Increase in deposits received C04020 Repayment of lease liability principal C04600 Cash capital increase C05500 Disposal of equity in subsidiaries (Note 25) C05600 Interests paid C09900 Return of share proceeds from capital reduction of subsidiaries CCCC Net cash inflow from financing activities DDDD Effect of exchange rate changes on cash EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash balance at the beginning of the year E00200 Cash balance at the end of the year |
2022 $ 95 - ( 396 ) ( 492 ) ( 54,193 ) 14,700 ( 864,284) ( 152,003 ) - ( 23,447 ) 1,412,160 ( 1,598,638 ) 298 ( 3,830 ) 1,625,000 47,516 ( 13,947 ) - 1,293,109 1,092 ( 49,752 ) 179,549 $ 129,797 |
2021 |
|---|---|---|
| $ 176 423,633 ( 598 ) ( 11 ) ( 89,554 ) 65,698 301,376 ( 753,557 ) 199,315 - 740,000 ( 166,000 ) 41,208 ( 3,752 ) - 4,877 ( 29,209 ) 28,012 60,894 ( 1,449) 62,570 116,979 $ 179,549 |
The accompanying notes are an integral part of the parent company only financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Managerial officer: Accounting officer: Chen Chi-Ming Chen, Chi-Ming Tsai, Jyh- Pyng
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Attachment 6
GIGASTORAGE CORPORATION The 2022 Deficit Compensation Table
Unit: NT$
| Unit: NT$ | |
|---|---|
| Item | Amount |
| Deficit to be compensated at the beginning of the year | (533,646,421) |
| Add(Minus) | |
| Remeasurement of defined benefit plan | 6,579,704 |
| Net loss in 2022 | (154,537,980) |
| Disposal of financial instruments measured at fair value through other comprehensive income |
1,408,317 |
| Deficit to be compensated at the end of theyear | (680,196,380) |
Chairman: Chen, Chi-Ming Manager: Chen, Chi-Ming Accounting Supervisor: Tsai, Jyh- Pyng
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Attachment 7
Gigastorage Corporation Comparison Table of the Rules of Procedure for Shareholders’ Meetings Before and After Amendment
2023.6.28
| 2023.6.28 | |||
|---|---|---|---|
| Articles | Before amendment |
After amendment | Descriptions |
| 3 | The shareholders’ meeting notice should specify the following matters if the meeting is also made available through teleconferencing. 1. (Omitted) 2. (Omitted) 3. Alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing. |
The shareholders’ meeting notice should specify the following matters if the meeting is also made available through teleconferencing. 1. (Omitted) 2. (Omitted) 3. Alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing.Except for the circumstances under Article 44-9, |
To provide appropriate alternatives to shareholders who may have difficulty participating in a shareholders’ meeting by video conference and assist them in participating in the shareholders’ meeting with the connection equipment, a paragraph is added to the latter part of subparagraph 3. |
paragraph 6 of the Regulations |
|||
Governing the Administration of |
|||
Shareholder Services of Public |
|||
| Companies, the Company shall | |||
provide shareholders with at least |
|||
connection equipment and |
|||
necessary assistance and state the |
|||
period during which shareholders |
|||
may apply to the Company for such |
|||
equipment or assistance and other |
|||
relevant matters to be noted. |
|||
| 4 | Unless otherwise specified by law, shareholders’ meetings are to be convened by the Board of Directors. (Omitted below) |
Unless otherwise specified by law, shareholders’ meetings are to be convened by the Board of Directors. For the Company to hold a |
As the shareholders’ meeting by video conference contain many restrictions on shareholders’ rights and interest. In order to protect shareholders’ rights and interest, paragraph 2 is added. |
shareholders’meeting by video |
|||
conference, unless otherwise |
|||
specified in the Regulations |
|||
Governing the Administration of |
|||
Shareholder Services of Public |
|||
| Companies, it shall be specified in | |||
the Articles of Incorporation and |
|||
approved by resolution of the board |
|||
of directors with the consent of |
|||
| more than half of the directors | |||
| present at a board meeting attended | |||
by two-thirds or more of all |
|||
directors. (Omitted below) |
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| 22 | Alternative measures should be taken for shareholders who may have difficulties joining the meeting by video conference. |
Alternative measures should be taken for shareholders who may have difficulties joining the meeting by video conference. Except for the circumstances under Article 44-9, |
Alternative measures should be taken for shareholders who may have difficulties joining the meeting by video conference. Except for the circumstances under Article 44-9, |
|
|---|---|---|---|---|
Article 44-9, |
||||
paragraph 6 of the Regulations |
||||
Governing the Administration of |
||||
Shareholder Services of Public |
||||
| Companies, the Company shall | ||||
provide shareholders with at least |
||||
connection equipment and |
||||
necessary assistance and state the |
||||
period during which shareholders |
||||
may apply to the Company for such |
||||
equipment or assistance and other |
||||
relevant matters to be noted. |
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Appendix 1
GIGASTORAGE CORPORATION Articles of Incorporation
Chapter 1 General Provisions
-
Article 1: The company is organized in accordance with the Company Act of R.O.C. and named
國碩科技工業股份有限公司in the Chinese language. The company Name in English shall be GIGASTORAGE CORPORATION (hereinafter referred to as the "Company"). -
Article 2: The lines of business of the company shall include the following:
-
I. CC01110 Computer and Peripheral Equipment Manufacturing
-
II. F401010 International Trade
-
III. CC01120 Data Storage Media Manufacturing and Duplicating
-
IV. I501010 Product Designing
-
V. F108031 Wholesale of Medical Devices
-
VI. F208031 Retail Sale of Medical Apparatus
-
VII. CC01080 Electronics Components Manufacturing
-
VIII.F119010 Wholesale of Electronic Materials
-
IX. F219010 Retail Sale of Electronic Materials
-
X. IG03010 Energy Technical Services
-
XI. D101040 Non-Public Electric Power Generation
-
XII. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Article 3: The Company shall have its registered head office in Hsinchu County, Taiwan, where necessary and with a resolution to do so by the Board of Directors (hereinafter referred to as the “Board”), set up branch offices either within or outside the territory of the Republic of China.
-
Article 4: The public announcement is based on Article 28 of the Company Act.
Chapter 2 Shares
-
Article 5: The total capital amount of the Company is authorized at five billion New Taiwan dollars (NT$5,000,000,000), which consists of five hundred million (500,000,000) common shares with a par value of ten New Taiwan dollars (NT$10) per share. The shares can be issued in installments. The board of directors may resolve to issue the shares which have never been issued when needed.
-
The total capital amount mentioned in the preceding paragraph shall reserve two hundred million New Taiwan dollars (NT$200,000,000) separated into twenty million (20,000,000) shares with a par value of ten New Taiwan dollars (NT$10) per share. The reserved shares shall be used for issuing share subscription warrant in installments upon the resolution of the board of directors.
-
Article 5.1: Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive shares bought back by the Company. Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive share subscription warrant issued by the Company.
- Employees of parents or subsidiaries of the Company meeting certain specific
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requirements are entitled to receive new shares issued by the Company. Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive restricted stock awards issued by the Company.
The Board of Directors is authorized to set the conditions.
-
Article 6: The Company may reinvest in other enterprises as deemed necessary for its business operations, and its total re-investment in other enterprises shall not be subject to the restriction of not more than forty percent (40%) of the Company’s paid‐in capital prescribed in Article 13 of the Company Act.
-
Article 7: The share certificates of the Company shall without exception be in registered form ad issued in accordance with the relevant laws and regulations. For the shares to be issued by a company, the issuing company may be exempted from printing any share certificate for the shares issued. A company not printing its share certificate in accordance with the provision of the preceding paragraph shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.
-
Article 8: Share affairs shall be handled pursuant to the Regulations Governing the Administration of Shareholder Services of Public Companies.
-
Article 9: Deleted.
-
Article 10: The shareholders’ names and the share transfer shall be registered within 30 days prior to the convening date of a regular shareholders' meeting, or within 15 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.
Chapter 3 Shareholders' Meetings
-
Article 11: Shareholders’ meetings of the company are of two kinds; Unless otherwise specified by the Company Act, the general meeting of the shareholders should be convened by the Board.
-
I. The regular meeting of shareholders shall be convened within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown.
-
II. Extraordinary shareholders’ meetings may be called whenever necessary.
-
Article 11-1: The shareholders’ meetings may be held by teleconferencing or other means announced by the central authority.
-
Article 12: The chairman of the board of directors shall preside the shareholders’ meetings. In case the or an executive director is on leave or unable to exercise his/her functional duties for any reason, a shareholder shall be designated to act in his/her behalf; and if no representative is so designated, the representative shall be elected by the shareholders from among themselves.
-
Article 13: A notice for convening a regular shareholders’ meeting shall be given thirty (30) days before the meeting. A notice for convening a special shareholders’ meeting shall be given fifteen (15) days prior to the meeting. The notice shall specify the date, the place and the subject(s) of the meeting. The notice of the shareholders’ meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement.
-
A company whose shareholders may exercise their voting power in writing or by way of electronic transmission in a shareholders' meeting shall describe in the shareholders’ meeting notice the method of exercising their voting power, in
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accordance with relevant laws and regulations.
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Article 14: A shareholder may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney starting with the signatures or personal seals therein for the scope of power authorized to the proxy. Shareholders attended by proxy shall be subject to Article 177 of the Company Act and also to “the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” issued by the competent authority.
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Article 15: Except for when the shares are restricted shares or are deemed non-voting shares under Article 179 of the Company Act., shareholders of the company shall be entitled to one vote for each share held at the shareholders’ meetings.
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Article 16: Unless otherwise provided by the Company Act, a resolution of the shareholders’ meeting shall be adopted by a majority votes of the shareholders present, who represent a majority of the total issued shares.
Chapter 4 Directors
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Article 17: The Company shall have 9 to 11 directors and to be elected by the shareholders’ meeting from among candidates with disposing capacity. For the company, if the percentage of shareholdings of all the directors selected is subject to the provisions separately prescribed by the competent authority in charge of securities affairs. Since the 8th BOD, in case a candidates nomination system is adopted by a company for election of the directors of the company; and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates, in accordance with Article 192-1 of the Company Act. The company shall appoint independent directors, not less than three in number and not less than one-fifth of the total number of directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, methods of nomination and other matters for compliance with respect to Independent Directors shall be followed in accordance with the Rules for election of Directors and relevant laws.
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Article 17.1: The Company shall establish an Audit Committee according to Article 14‐4 of the Securities and Exchange Act.
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Article 18: The board of directors is organized by the directors and shall have the following authorities:
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I. To submit an operating plan.
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II. To propose surplus earnings distribution or loss make‐up plans
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III. To propose increase or decrease of the capital amount.
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IV. To enact major articles of incorporation and rules for the organization of the Company.
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V. To appoint and dismiss the managerial officers of the Company.
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VI. To establish and terminate the branch offices.
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VII. To determine the budget and review the final accounts.
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VIII.Other authorities granted by the resolution of the shareholders’ meetings or in accordance with the Company Act.
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Article 19: The chairman of the board of directors shall be elected by a majority of directors in attendance at the meeting attended by at least two‐third of the directors. The chairman of the board of directors shall represent the Company externally.
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Article 20: Unless otherwise provided by the Company Act, meetings of the board of directors
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shall be called and chaired by its Chairman. Unless otherwise provided by the Company Act., the resolutions of the board of directors shall be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the Company.
The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The Board of Directors of the company could be convened in line with the Company Act, in writing or via email or fax and a meeting notice shall be sent to directors.
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Article 21: When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the chairperson shall appoint one of the managing directors to act or if there are no managing directors, one of the directors shall be appointed to act as chair. Directors shall attend board meetings in person. A director unable to attend in person may appoint another director to attend the meeting in his or her place. The proxy referred to the preceding paragraph may be the appointed proxy of only one person.
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Article 22: Article deleted
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Article 23: The board of the directors is authorized to determine the remuneration or salaries for the directors, in performing functional duties, taking into account the extent of his/her participation and contribution to the Company and with reference to the normal standard of the industry regardless of profit or loss of the Company. If the company has profits, it will also distribute remuneration in accordance with the provisions of Article 28-1. The company may purchase the liability insurance for the directors.
Chapter 5 Managerial Officers
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Article 24: The company may appoint managers. The appointment, discharge, and the remuneration of managers shall be in accordance with Article 29 of the Company Act.
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Article 25: Deleted.
Chapter 6 Accounting
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Article 26: The fiscal year for the company shall be from January 1 of each year to December 31 of the same year. A business must close its books at the end of the fiscal year.
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Article 27: At the end of each fiscal year, the board of directors of the Company shall prepare the following documents, which shall be submitted to the Audit Committee for auditing thirty (30) days prior to the regular shareholders’ meeting pursuant to Article 228 of the Company Act. The Audit Committee shall submit the auditing report to the shareholders' meeting for approval. However, the Securities and Exchange Act or other laws shall be followed if they have been regulated in some other ways.
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I. Business Report;
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II. Financial Statements;
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III. Proposal Concerning Appropriation of Earnings or Covering of Losses.
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Article 28: The distribution of dividends and bonuses shall be based on the proportion of shares held by each shareholder. When the company has no surplus, no dividends and bonuses shall be distributed.
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Article 28-1: The Company shall distribute 4% to 8% of profit of the current year as employees’ compensation and not higher than 3% of profit of the current year as the directors’ compensation. However, if the Company still has accumulated losses, it shall first deduct the amount of accumulated losses before calculating the appropriation on the balance.
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Employee remuneration and special incentives can be paid in stock or cash, and recipients of such payments may include employees of affiliated companies who meet certain conditions.
Matters regarding remuneration of directors and employees shall be handled in accordance with the relevant laws and regulations and shall be determined by the board of directors.
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Article 29: If there are earnings in the Company’s annual final accounts, they shall be distributed in the following order:
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I. After paying profit‐seeking enterprise income tax
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II. as well as making up losses of the previous years,
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III. The profits from annual final accounts shall have 10% allocated for legal reserve, but if the legal reserve has reached the paid-in capital, no further allocations will be conducted.
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IV. Thereafter, the Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations.
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V. Any balance of the earnings together with the previous earnings which has not been distributed shall be distributed in accordance with the board of director’s proposal.
When providing the special surplus pursuant to laws, the Company shall, before distributing the earnings, set aside the special reserve in the same amount from the undistributed earnings in the previous period to cover the deficit in the “net increase in fair value of investment property accumulated in the previous period” and “net deductions from other equity accumulated in the previous period,” if any. Where the same still cannot cover the deficit, additional legal reserves shall be set aside from the current net profit after tax plus the items other than the current net profit after tax and current undistributed earnings to cover the deficit in full.
- As for the company’s current industrial environment is changeable, the Company's dividends policy is to pay dividends from surplus considering factors such as the Company's current and future investment environment, cash requirements, domestic and overseas competitive conditions and capital budget requirements, and taking into account the shareholders' interest, maintenance of a balanced dividend and the Company's long term financial plan If the retained earnings available for distribution of the current year reach 5% of the paid in capital of the Company, no less than 20% of the retained earnings available for distribution of the current year shall be distributed as dividend. If the retained earnings available for distribution of the current year do not reach 5% of the paid in capital of the Company, the Company may distribute no dividends. The cash portion of the dividends shall not be less than 20% of the total dividends in the form of cash and stock.
The dividends distribution ratio in the preceding paragraph could be adjusted taking into consideration finance, business and operations, etc.
- Article 30: Profit appropriation is distributed to those who are entitled as shareholders in the shareholders' roster five (5) days prior to the record (base) date scheduled to distribute dividends and bonuses.
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Chapter 7 Supplementary Provisions
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Article 31: The Company may act as a guarantor externally as required for business in accordance with the government’s regulation.
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Article 32: The Company’s organizational regulations and operational rules shall be separately enacted.
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Article 33: Any matters insufficiently provided for in the Articles of Incorporation shall be handled in accordance with the Company Act.
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Article 34: With the consent of the promoters in the promoters’ meeting, the Articles of Incorporations were duly stipulated on March 17, 1997. The Articles were duly amended on April 14, 1997 as the 1st amendment. (Omitted) The 13th amendment was made on June 25, 2010. The 14th amendment was made on June 28, 2011. The 15th amendment was made on June 18, 2013. The 16th amendment was made on June 22, 2015. The 17th amendment was made on June 23, 2016. The 18th amendment was made on June 21, 2017. The 19th amendment was made on June 9, 2020. The 20th amendment was made on July 26, 2021. The 21st amendment was made on June 24, 2022.
GIGASTORAGE CORPORATION
Chairman: Chen, Chi-Ming
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Appendix 2
GIGASTORAGE CORPORATION Rules of Procedure for Shareholders’ Meetings (Before Revision)
Approved by the Shareholders’ Meeting on June 24, 2022.
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I. 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.
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II. The meeting notice shall specify details such as the check-in time, venue, and other important notes for shareholders, proxy solicitors and proxies (referred to as shareholders) where relevant.
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Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly marked and stationed with competent personnel. Check-in to the teleconferencing platform of the shareholders’ meeting should be completed at least 30 minutes before the meeting starts, those who complete the check-in are considered to have attended the meeting in person.
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Shareholders shall attend shareholders’ meetings by presenting valid conference pass, attendance card or other document of similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring identity proof 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 or supervisors, pre-printed ballots shall also be furnished.
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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, it may designate only one person to represent him/her in the meeting.
Shareholders who would like to attend the teleconferencing of shareholders’ meeting should register with the Company at least two days before the shareholders’ meeting. For shareholders’ meetings that are held by teleconferencing, the Company shall upload the meeting handbook, annual report and other relevant information to the teleconferencing platform of the shareholders’ meeting, and keep them disclosed until the end of the meeting.
III. The shareholders’ meeting notice should specify the following matters if the meeting is also made available through teleconferencing.
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Methods of participation in the meeting through teleconferencing and for exercising their rights.
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The handling of issues with the video conference platform or participation in the teleconference due to natural disasters, incidents or other force majeure events, including at least the following:
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(1)The time or date when the abovementioned issues cannot be resolved and the meeting needs to be postponed or resumed.
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( 2)Shareholders who have not registered to participate in the shareholders’ meeting by teleconferencing shall not participate in the postponed or resumption of the meeting.
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(3)If the shareholder teleconference meeting cannot resume, and the total number of shares represented in attendance still meet the statutory quorum for the resolutions conducted after subtracting the number of shares that attended the meeting by teleconferencing, the meeting may still continue without needing a postponement or resumption. For shareholders who originally choose to attend the shareholders’ meeting by teleconferencing, the number of shares is counted in the total of shares of shareholders attending the meeting, but is considered abstention in all the motions presented in the meeting.
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(4)The handling methods for when the results for all the motions have been announced, and there are no extraordinary motions.
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Alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing.
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IV. Unless otherwise provided by law or regulation, this Corporation's shareholders’ meetings shall be convened by the board of directors.
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Any changes to the convening of a shareholders’ meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholders’ meeting is sent.
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The Company 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 or supervisors, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of an annual general meeting or 15 days before the date of an extraordinary shareholders’ meeting. At least 21 days before an annual general meeting or 15 days before an extraordinary shareholders’ meeting, an electronic copy of the meeting handbook and supplementary information shall be prepared and posted on the MOPS. However, in the event that the Company with paidin capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and investors in China reached 30% or more as recorded in the shareholder register at the time of holding of the shareholders’ meeting in the most recent fiscal year, it shall upload the electronic file 30 days prior to the day on which the shareholders’ meeting is to be held. Physical copies of the shareholders’ meeting handbook and supplementary information shall be prepared at least 15 days before the meeting, and made accessible to shareholders upon request. These documents must also be placed within the Company’s premises and at the stock transfer agent.
The abovementioned meeting procedure handbook and supplementary information shall be made available by the Company to shareholders in the following ways on the day of the shareholders’ meeting:
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Distributed on-site at the venue of the shareholders’ meeting where the physical meeting is held.
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If the shareholders’ meeting is also available through teleconferencing, distribute the materials at the physical venue, and upload the electronic files to the teleconferencing platform.
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If the shareholders’ meeting is held by teleconferencing, the electronic files shall be uploaded to the teleconferencing platform.
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.
Election or dismissal of directors or supervisors, amendments to the articles of
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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. Issuers shall be set out and the essential contents explained in the notice of the reasons for convening 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 corporation, and such website shall be indicated in the above notice.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders’ meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided the proposal containing more than one item will be included in the meeting agenda of the Board of Directors. 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 book closure date before a regular shareholders’ meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders’ meeting and take part in the 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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V. 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
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If the shareholders’ meeting is held by teleconferencing, it is not subject to the restriction on the revenue as specified in the preceding paragraph.
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VI. 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 chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson
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does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or 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 supervisor 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.
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This Corporation may appoint its attorneys, certified public accountants or related persons it has retained to attend a shareholders’ meeting in a non-voting capacity.
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VII. A shareholder may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy.
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A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than 5 days prior to the meeting date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
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After the service of the power of attorney of a proxy to the company, in case the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or to exercise his/her/its voting power in writing or by way of electronic transmission , a proxy rescission notice shall be filed with the company two days prior to the date of the shareholders’ meeting as scheduled in the shareholders’ meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
Should the shareholder decide to attend a shareholders’ meeting by teleconferencing after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, the vote of the proxy attendant shall prevail.
- VIII. 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 one 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.
- For the shareholders’ meetings held by teleconferencing, the Company shall retain records of the shareholders’ registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video
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recording of the entire meeting.
The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling teleconferencing tasks.
If the shareholders’ meeting is to be held by teleconferencing, the Company should audio- and video-record the backend operation interface of the teleconferencing platform.
- IX. Attendance at shareholders ‘meetings shall be calculated based on number of shares. The number of shares in attendance is counted based on the meeting sign-in log or submitted attendance cards and the shareholding reported on the teleconferencing platform, together with the shares with the written or electronic voting rights. The chair is to call the meeting to order at the designated meeting time, and at the same time announce the number of non-voting rights and number of shares present and other relevant information.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson 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. The chair is to announce the meeting adjourned if still less than 1/3 of the total issued shares are presented at the meeting after the postponement twice. For the shareholders’ meeting held by teleconferencing, the Company shall announce the adjournment of the meeting on the teleconferencing platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. Shareholders who wish to attend the shareholders’ meeting which is to be held by teleconferencing shall register with the Company in accordance with Article 2. 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.
- X. If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). 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 chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by
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the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote and schedule sufficient time for voting.
- XI. 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 not have 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.
For the shareholders’ meetings held by teleconferencing, the shareholders who attend the meeting by teleconferencing may raise their questions in text form on the teleconferencing platform after the chair announces the start of the meeting and before the chair announces the ending of the meeting. A shareholder may not raise their questions more than twice for a single motion, and each question is limited to 200 words. These do not apply to the requirements of Paragraph 1 to 5.
The abovementioned questions which do not violate the rules or do not exceed the scope of the motion should be disclosed on the teleconferencing platform as public knowledge.
- XII. Voting at a shareholders meeting shall be calculated based the number of shares. The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders. A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another 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 for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
XIII. 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.
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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 two 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 or by teleconferencing, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised 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. If 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, 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. After the chairperson announces the start of the meeting, the shareholders who participate in the meeting through teleconferencing shall conduct voting on various motions and election through the teleconferencing platform, and must complete the voting before the chairperson announces the close of voting. Those who do not complete the voting before the announced ending time are considered abstention. For the shareholders’ meetings held by teleconferencing, the votes shall be counted once after the chair announces the close of voting, and the results of the voting and
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election will be announced.
For the shareholders’ meetings also held by teleconferencing, shareholders who have already registered to attend the meetings by teleconferencing in accordance with the provisions of Article 2 but wish to attend the physical meetings shall take the procedures same as the registration to cancel their registration at least two days before the meeting. Those who fail to cancel the registration on time can only attend the meetings by teleconferencing.
Those who exercise their voting rights by correspondence or by electronic means without retracting their voting rights already exercised and participate in shareholders’ meetings by teleconferencing shall not exercise their voting rights on the original motion, propose amendment to the original motion or exercise their voting rights on the revision of the original motion, except for extraordinary motions.
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XIV. 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 or not elected as directors and the numbers of votes with which they were elected.
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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 one 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.
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XV. Matters related 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.
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This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
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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 number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.
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The minutes of the shareholders’ meeting held by teleconferencing should record the items mentioned in the preceding paragraph, the starting and ending time of the meeting, the convening method of the meeting, the name of the chairperson and the meeting minute taker, the measures taken when the teleconferencing platform or the teleconference experiences natural disasters, incidents or force majeure.
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The meeting minutes should also specify the alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing.
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XVI. The number of shares owned by the solicitors, the entrusted proxies and shareholders attending the shareholders’ meeting in writing or electronically is compiled into a chart with a prescribed format on the meeting day and is disclosed clearly at the meeting venue. For shareholders’ meetings that are held by teleconferencing, the Company shall upload the above information to the teleconferencing platform at least 30 minutes before the start of the meeting, and keep them disclosed until the end of the meeting. When the shareholders’ meeting by teleconferencing is announced to start, the number of voting rights of the attending shareholders is disclosed on the teleconferencing
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platform. The same applies to when the total number of shares of the shareholders in attendance and the number of voting rights in attendance are compiled again during the meeting.
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If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under the Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
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XVII. 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.
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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. A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
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XVIII. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
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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.
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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 proctors or security personnel to escort the shareholder from the meeting.
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XIX. For shareholders’ meetings that are held by teleconferencing, the Company immediately discloses the voting results of motions and election results to the teleconferencing platform of the shareholders’ meeting in accordance with the regulations, and keeps them disclosed for at least another 15 minutes after the chair announces the ending of the meeting.
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XX. Both the chairperson and the meeting minute keeper shall be at the same domestic location when holding teleconferencing shareholders’ meetings, and the chair should announce the address of the place at the beginning of the meeting.
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XXI. For shareholders’ meetings that are held by teleconferencing, the Company shall provide shareholders with a simple connection test before the meeting, and provide relevant services before and during the meeting to resolve technical communication problems.
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For shareholders’ meetings that are held by teleconferencing, the chairperson should announce at the start of the meeting that except when there is no need to postpone or continue the meeting in accordance with Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the provisions of Article 182 of the Company Act is not applicable to the date of meeting postponement or resumption within 5 days for the interruption to the teleconferencing platform or the meeting lasting more than 30 minutes due to natural disasters, incidents or force majeure, before the chair announces the end of the meeting.
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In the event of a meeting postponement or resumption in the preceding paragraph, shareholders who have not registered to participate in the shareholders’ meeting by
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teleconferencing shall not participate in the postponed or resumption of the meeting. In accordance with the provisions of Paragraph 2 for meeting postponement and resumption, shareholders who have registered and completed the check-in to the original meeting by teleconferencing, but do not participate in the postponed or resumed meeting, the shares shown presented at the original shareholders’ meeting, and the voting rights and election rights already exercised shall be included in the total number of shares, and number of voting rights and election rights of the postponed or resumed meeting.
For the shareholders’ meeting that is postponed or resumed in accordance with the provisions of Paragraph 2, it is not necessary to re-discuss or resolve the motions for which voting and counting of votes have been completed and the voting results and the election of directors and supervisors have been announced.
If the teleconference shareholders’ meeting cannot resume as described in Paragraph 2, and the total number of shares represented in attendance still meet the statutory quorum for the convening of the meeting after subtracting the number of shares that attended the meeting by teleconferencing, the meeting should still continue without needing a postponement or resumption in accordance with Paragraph 2.
In the event of a meeting to be resumed as described in the preceding paragraph, for shareholders who originally choose to attend the shareholders’ meeting by teleconferencing, the number of shares is counted in the total of shares of shareholders attending the meeting, but is considered abstention in all the motions presented in the meeting.
If the Company postpones or resumes the meeting according to the provisions of Paragraph 2, the relevant preparation should be conducted based on the date of the original shareholders’ meeting in accordance with Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
In accordance with period specified by the 2nd half of Article 12 and Paragraph 3, Article 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-5 and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of shareholders’ meeting in accordance with the provisions of Paragraph 2.
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XXII. Alternative measures should be taken for shareholders who may have difficulties joining the meeting by teleconferencing.
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XXIII. These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
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Appendix 3
GIGASTORAGE CORPORATION Shareholdings of All Directors
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I. The paid-up capital of the Company stands at NT$ 3,509,056,890 with 350,905,689 shares.
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II. In accordance with Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, all directors should hold a minimum of 14,036,227 shares in the Company.
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III. As of the book closure date (2023/4/30) for the 2023AGM, shareholding information of all directors and was as follows:
| Title | Name | Date Elected |
Term | As of the book closure date, shareholding information of directors |
As of the book closure date, shareholding information of directors |
|---|---|---|---|---|---|
| Number of shares held | Shareholdings % |
||||
| Chairman | Chen, Chi-Ming | 2022.6.24 | 3 years | 14,138,000 | 4.03% |
| Director | Chen, Su-Hui | 2022.6.24 | 3 years | 9,035,841 | 2.58% |
| Director | Wu, His-Kun | 2022.6.24 | 3 years | 3,329,000 | 0.95% |
| Director | Huang, Chen-Sheng |
2022.6.24 | 3 years | 35,000 | 0.01% |
| Director | Chen, Min-Chun | 2022.6.24 | 3 years | 489,261 | 0.14% |
| Independent Director |
Wang, Ming-Lang |
2022.6.24 | 3 years | 22,613 | 0.01% |
| Independent Director |
Chien, Jui-Yao | 2022.6.24 | 3 years | 3,000 | 0.00% |
| Independent Director |
Chen, Chun-Liang |
2022.6.24 | 3 years | 0 | 0.00% |
| Independent Director |
Tsai, Ching-Mei | 2022.6.24 | 3 years | 0 | 0.00% |
| Total | 27,052,715 | 7.72% |
Note 1: In compliance with legal requirements, the Company has set up an Audit Committee. Therefore, it is not applicable to state the number of shares required to be held by the supervisors
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