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GW — AGM Information 2025
May 29, 2025
52071_rns_2025-05-29_0a2ba515-c31a-437a-a8cd-44642901e972.pdf
AGM Information
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Stock Code: 2423
GOOD WILL INSTRUMENT CO., LTD.
The 2025 Annual Meeting of Shareholders
Meeting Handbook
Date: May 29, 2025 Venue: No. 7-1, Zhongxing Rd., Tucheng Dist., New Taipei City, Taiwan (The Company' s office)
Table of Contents
| Table of Contents | Table of Contents | ||
|---|---|---|---|
| I. | Meeting Procedure | 1 | |
| II. | Meeting Agenda | 2 | |
| Management Presentation | 3 | ||
| Approval Items | 5 | ||
| Discussion Items | 6 | ||
| Questions and Motions | 6 | ||
| III. | Attachment | ||
| 1. | Business Report | 7 | |
| 2. | Audit Committee Review Report | 10 | |
| 3 | The Status of Endorsement and Guarantee | 11 | |
| 4. | The Status of Lending of Funds to Others | 11 | |
| 5. | Independent Auditors' Report, Parent | 12 | |
| Company Only Financial Statements and | |||
| Consolidated Financial Statements for 2024 | |||
| 6. | Profit Distribution Table for 2024 | 33 | |
| 7. | Comparison Table of the “Articles of | 34 | |
| Incorporation” Before and After Amendments | |||
| 8. | Articles of Incorporation | 36 | |
| 9. | Rules of Procedure for Shareholders’ | 42 | |
| Meetings | |||
| 10. | Directors' Shareholdings | 48 |
GOOD WILL INSTRUMENT CO., LTD. Procedures for the 2025 Annual Meeting of Shareholders
1. Call the Meeting to Order
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Chairperson Remarks.
-
Management Presentation
4. Approval Items
5. Discussion Items
- Questions and Motions
7. Adjournment
1
GOOD WILL INSTRUMENT CO., LTD. Agenda for the 2025 Annual Meeting of Shareholders
Time: 9 am, Thursday May 29, 2025
Venue: No. 7-1, Zhongxing Rd., Tucheng Dist., New Taipei City, Taiwan (The Company' s office)
Meeting Format: In-Person Shareholders' Meeting
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Call the Meeting to Order: Announce the shares represented by shareholders present at the meeting.
-
Chairperson’s Remarks.
-
Management Presentation
-
(1) 2024 Business Report.
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(2) 2024 Audit Committee Review Report.
-
(3) Report on Endorsements/Guarantees and Lending of Funds to Others.
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(4) The report on the distribution of employees' and directors' remuneration for 2024.
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(5) Report on cash dividends from earnings for 2024.
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Approval Items
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(1) Adoption of the Business Report and Financial Statements for 2024.
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(2) Adoption of the Proposal for Distribution of the 2024 Profits.
-
- Discussion Items
-
(1) Discussion of amendments to the “Articles of Incorporation”.
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Questions and Motions
-
Adjournment
2
Management Presentation
1. 2024 Business Report.
Explanation: Please refer to Attachment 1 on pages 7 to 9 of this handbook for the 2024 Business Report.
2. 2024 Audit Committee Review Report.
Explanation: Please refer to Attachment 2 on pages 10 of this handbook for the 2024 Audit Committee Review Report.
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Report on Endorsements/Guarantees and Lending of Funds to Others Explanation: Please refer to Attachment 3 on page 11 of this handbook for the Status of Endorsement and Guarantee, and refer to Attachment 4 on page 11 of this handbook for the Status of Lending of Funds to Others.
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The report on the distribution of employees' and directors' remuneration for 2024.
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Explanation: The proposed distribution of employees' remuneration of NT$33,657,785 and directors' remuneration of NT$9,616,510 will be paid in cash. The difference of NT$907,263 between the amount to be paid and the estimated amount in the accounts will be treated as a change in estimate and recorded as profit or loss in 2025. The proposed employees' directors’ remuneration distribution for 2024 was approved by the board of directors on February 26, 2025 and submitted to the shareholders' meeting.
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Report on cash dividends from earnings for 2024.
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Explanation: (1) To appropriate NT$290,094,578 from the distributable earnings of 2024 and to allot cash dividends of NT$2.0 per share.
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(2) The cash dividends are calculated on a pro rata basis up to the dollar amount, with the amount below the dollar amount being rounded off and the total amount of the deficient dollar amount being adjusted from the decimal point from the largest to the smallest and the account
3
number from the first to the last in order to match the total amount of cash dividends distributed.
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(3) If a change in the Company's share capital affects the number of outstanding shares, the Chairman is authorized to exercise his full authority in the event of a change in the resulted dividend distribution rate to shareholders.
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(4) The Board of Directors has approved this proposal and authorized the Chairman of the Board to set a record date for the payment of cash dividends.
4
Approval Items
Proposal 1
Proposed by the Board of Directors Summary: Adoption of the Business Report and Financial Statements for 2024.
Explanation: (1) The Company's 2024 Parent Company Only Financial Statements and Consolidated Financial Statements have been prepared by the Board of Directors and have been audited and certified by CPAs Liu Hui Yuan and Yang Chih Huei of Ernst & Young. The financial statements have been audited by the Audit Committee of the Company along with the Business Report, and an audit report has been issued.
(2) Refer to Attachment 1 on pages 7~9 of this handbook for the Business Report; refer to Attachment 5 on pages 12~32 of this handbook for the Independent Auditors’ Report and the above-mentioned financial statements.
(3) Please approve.
Resolution:
Proposal 2
Proposed by the Board of Directors Summary: Adoption of the 2024 appropriation of earnings. Explanation: (1) Refer to Attachment 6 on page 33 of this handbook for the Profit Distribution Table for 2024.
(2) Please approve.
Resolution:
5
Discussion Items
Proposal 1
Proposed by the Board of Directors . Proposal: Discussion of amendments to the “Articles of Incorporation” Explanation: (1) In accordance with the relevant laws and regulations, it is proposed to amend certain provisions of the Company’s " Articles of Incorporation ".
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(2) For a comparison of the provisions of the " Articles of Incorporation " before and after the amendment, refer to Attachment 7 on pages 34~35 of this handbook.
-
(3) Please discuss.
Resolution:
Questions and Motions
Adjournment
6
Attachment 1
Business Report
Dear Shareholders,
The operational results for 2024 and the business plan for 2025 are reported as follows:
I. Operational Results for 2024
(1) Business Performance
In 2024, consolidated revenue reached NT$2.789 billion, representing an 8% decline compared to 2023. In response to market demand changes and a competitive environment, the company continued to optimize product competitiveness and operational strategies to maintain stable operations.
(2) Research & Development
R&D resources have been integrated into emerging industries such as new energy, electric vehicles, and AI. Additionally, the Nanjing R&D team has been incorporated into the global R&D collaboration system to enhance product development competitiveness. Newly launched products in 2024 include GDS-3000A-4CH, GSP-8000, GPE-3060/6030, and GPT-15012.
(3) Production Management
To reduce production costs, the company continued to implement productivity improvement projects. By enhancing CELL workstation operations and utilizing the Smart eVision data management system for real-time monitoring, production efficiency was significantly improved. By the end of 2024, a 5% cost reduction had been achieved.
(4) Other Key Initiatives
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Corporate Mergers & Integrations: Completed the relocation and renovation of Boji’s factory while integrating its human resources.
-
Legal & Compliance Management: Hosted a legal seminar on trade secrets and workplace misconduct to enhance corporate compliance awareness.
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ESG & Sustainability: Implemented carbon footprint assessment, IFRS self-preparation, and process improvements to strengthen sustainability management.
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Information Security & Digital Transformation: Enforced ISO-27001 information security management, optimized network architecture, and enhanced digital capabilities.
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Internal Management & Optimization: Launched a 5S project for space planning, project progress control, and environmental organization to improve operational efficiency.
(5) Budget Execution
The company did not publicly disclose financial forecasts for 2024.
(6) Financial Performance Analysis (Unit: NT$ thousand; %)
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Unit: Thousand New Taiwan Dollars; %
| Item/Year | 2024 | 2023 | Change % | |
|---|---|---|---|---|
| Financial Revenue |
Operating Income | 2,788,781 | 3,024,731 | (7.8) |
| OperatingGross Profit |
1,439,869 | 1,557,544 | (7.6) | |
| Net Profit after Tax | 351,131 | 428,271 | (18.0) | |
| Profitability | Return on Assets (%) | 9.61 | 11.11 | (13.5) |
| Return on Equity (%) |
12.64 | 15.93 | (20.7) | |
| Net Profit Margin (%) |
12.59 | 14.16 | (11.1) | |
| Earnings per Share (NTD) |
2.42 | 2.95 | (18.0) |
II. Business Plan for 2025
(1) Management Strategies & Expected Sales
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Enhancing Group Productivity: Improving operational efficiency by reducing expenses and streamlining workforce.
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Market Strategy: A balanced approach to product strategy, maintaining stability for some product lines while aggressively expanding into new energy and electric vehicle sectors.
(2) Overseas Market Expansion
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Strengthening Non-China Markets: Expanding workforce in the U.S., Europe, Korea, and India to increase market penetration.
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Converting Technical Support into Revenue: Transitioning technical personnel in Japan into sales roles to strengthen business expansion in the region.
(3) Key Production & Sales Policies
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Market Penetration of Strategic Products: Including strategic and new energy products in MBO evaluations to incentivize outstanding personnel.
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Flexible Pricing Strategy: Ensuring annual gross profit while adopting dynamic pricing to enhance market competitiveness.
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Balanced Approach Between Distribution & Direct Sales: Strengthening conflict management, promoting online marketing, and increasing brand influence.
III. Future Development Strategy & External Factors
(1) Future Development Strategy
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Expanding Product Lines: Leveraging OEM/ODM partnerships to complete product portfolios and provide one-stop solutions.
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Strategic Alliances: Deepening collaborations with industry partners, sharing resources, and making mutual investments.
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M&A Opportunities: Evaluating strategic mergers and acquisitions to enhance market competitiveness.
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(2) External Competitive, Regulatory, & Economic Environment
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Strengthening Compliance & Corporate Culture: Hosting legal seminars to enhance workplace integrity and regulatory awareness.
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Corporate Sustainability & Information Security: Implementing ISO-27001, promoting digital transformation, and obtaining the updated ISO/IEC 27001:2022 certification.
We sincerely appreciate the continued support and trust from our shareholders. As we approach the company’s 50th anniversary, we have commenced exterior and landscape renovations at our headquarters to provide a better working environment for employees.
We believe that with the collective efforts of all colleagues, the company will achieve even greater success in the coming year. Lastly, we wish all shareholders good health and prosperity.
Chairman: Managerial Officer: Chief Accounting Officer: Lin Ching-Chang Chang Chao-Ming Chen Che-Cheng
9
Attachment 2
Audit Committee Review Report
The Board of Directors has issued the Company's 2024 annual business report, individual and consolidated financial statements and proposal for distribution of earnings. The financial statements has been audited by Ernst & Young, which was engaged by the Board of Directors and has issued an audit report thereon.
The above-mentioned business report, individual and consolidated financial statements and proposal for appropriation of earnings have been examined by the Audit Committee and found to be in conformity with the relevant provisions of the Company Act, and the Audit Committee hereby submits a report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
GOOD WILL INSTRUMENT CO., LTD. 2025 Annual Meeting of Shareholders
GOOD WILL INSTRUMENT CO., LTD.
Audit Committee Convener: Teng Syh-Tang
February 26, 2025
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Attachment 3
GOOD WILL INSTRUMENT CO., LTD. The Status of Endorsement and Guarantee December 31, 2024
| Unit:Thousand NTD | |||
|---|---|---|---|
| Subject of Endorsement and Guarantee |
Limit of Amount of Endorsement and Guarantee for a Single Company |
Ending balance of Endorsement and Guarantee |
Actual Expenditure |
| TEXIO TECHNOLOGY CORPORATION |
562,595 | 99,792 (480,000thousand JPY) |
12,474 (60,000thousand JPY) |
| GOODWILL INSTRUMENT EUROB.V. |
562,595 | 373 (11 thousandEUR) |
0 |
| Total of the Company and its Subsidiaries |
100,165 | 18,432 |
Attachment 4
GOOD WILL INSTRUMENT CO., LTD. The Status of Lending of Funds to Others December 31, 2024
| Unit:Thousand NTD | |||
|---|---|---|---|
| Lender | Limit of Amount of Loans to a Single Party |
Ending balance of Loans | Actual Expenditure |
| TEXIO TECHNOLOGY CORPORATION |
281,297 | 0 | 0 |
| Prodigit Electronics Co., Ltd | 281,297 | 0 | 0 |
| Total of the Company and its Subsidiaries |
0 | 0 |
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Attachment 5
Independent Auditors’ Report Translated from Chinese
To Good Will Instrument Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Good Will Instrument Co., Ltd. (the “Company”) as of December 31, 2024 and 2023, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the report of the other auditors we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis Matter – Organizational Restructuring
As disclosed in Notes 4.(22), and 6.(7) to the financial statements, Good Will Instrument Co., Ltd. completed a simplified merger with its subsidiary, Prodigit Electronics Co., Ltd., through an absorption-type merger on December 31, 2024. In accordance with the accounting policy guidance provided in the Q&A on "Accounting Treatment for Business Combinations Under Common Control," issued by the Accounting Research and Development Foundation of the Republic of China (Taiwan) on October 26, 2018, the book value method was applied. The merger was treated as if it had been in effect from the beginning, and the 2023 standalone
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financial statements were retrospectively restated. We did not modify our audit opinion as a result.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 parent company only financial statements. These matters were addressed in the context of our audit of the the parent company financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
For the year ended December 31, 2024, the Company recognized revenue in the amount of NT$2,211,994 thousand. Revenue is derived primarily from the manufacture and sale of various types of instruments, the provision of hardware and software, and installation services. Since some of these sales were exports and the terms of trade varied, it is necessary for the company to judge and determine the performance obligations and the timing of their satisfaction. Therefore, we considered this as a key audit matter.
Our audit procedures included, but not limited to, assessing the appropriateness of the accounting policy of revenue recognition; testing the effectiveness of internal controls over the sales process with respect to revenue recognition; selecting samples to perform test of details and reviewing the significant terms and conditions of orders or contracts to confirm the performance obligation and the appropriate timing of revenue recognition; selecting samples for certain period before and after the reporting date, tracing to relevant documentation to verify that revenue has been recorded in the correct accounting period.
We also evaluated the adequacy of disclosures of revenue. Please refer to Notes 4 and 6 of the parent company only financial statements.
Valuation of inventories
As of December 31, 2024, the Company’s net inventories amounted to NT$455,174 thousand, representing 14% of the parent company only total assets. Considering the fact that the value of inventory depends on market demands and is affected by changes in technology, which may cause loss from slow-moving inventories and inventory price decline, while the assessment of inventory loss require significant management judgement,
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we therefore considered this as a key audit matter.
Our audit procedures included, but not limited to, obtaining an inventory allowance policy and evaluating the reasonableness of the loss provision ratio from slow-moving inventories based on the Company's operating conditions; testing the accuracy of inventories aging and recalculating the losses from slow-moving inventories; obtaining report of inventory price decline calculation, tracing to relevant documentation and recalculating the loss from price decline to ensure inventories appropriately valuated at lower of cost and net realizable value.
We also evaluated the adequacy of disclosures of inventories. Please refer to Notes 4, 5 and 6 to the parent company only financial statements.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain subsidiaries, associates and joint ventures accounted for using the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of the other auditors. These subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$145,097 thousand, representing 4% of total assets as of December 31, 2023. The related shares of profit from the subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$15,220 thousand, representing 3% of the income before tax for the year ended December 31, 2023, and the related shares of other comprehensive (loss) income of the subsidiaries, associates and joint ventures for using the equity method amounted to NT$(688) thousand, representing 2% of the other comprehensive income for the year ended December 31, 2023.
Responsibilities of Management and Those Charged with Governance for the Parent company only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing
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the financial reporting process of the Company.
Auditors’ Responsibilities for the Audit of the 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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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 audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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 of the Company.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial
15
statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Liu, Hui-Yuan
Yang, Chih-Huei
Ernst & Young, Taiwan
February 26, 2025
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, results of operations 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 accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
16
English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| ASSETS | NOTE | As of December 31, | As of December 31, | As of December 31, | As of December 31, | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | % | 2023 (restated) | % | ||||||
| Current assets Cash and cash equivalents Financial assets measured at amortized cost - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Current income tax assets Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Goodwill Deferred tax assets Other non-current assets Total non-current assets Total assets |
4, 6(1) 4, 6(3), 8 4, 6(4), 6(18) 4, 6(5), 6(18) 4, 6(5), 6(18), 7 7 4 4, 6(6) 4, 6(2) 4, 6(7) 4, 6(8), 7, 8 4, 6(19) 4, 6(9), 8 4, 6(10) 4, 6(11) 4, 6(23) 4, 6(12) |
$283,211 - 6,851 194,633 365,874 587 1,983 5,521 455,174 3,821 1,407 1,319,062 2,189 1,043,512 607,270 4,929 182,690 9,553 85,879 24,556 34,498 1,995,076 $3,314,138 |
9 - - 6 11 - - - 14 - - 40 - 31 18 - 6 - 3 1 1 60 100 |
$306,258 2,908 9,307 222,786 320,749 274 23,192 5,501 578,832 6,682 1,817 1,478,306 2,189 1,108,805 780,893 8,788 - 10,104 115,879 41,152 6,331 2,074,141 $3,552,447 |
9 - - 6 9 - 1 - 17 - - 42 - 31 22 - - - 4 1 - 58 100 |
The accompanying notes are an integral part of the parent company only financial statements.
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English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED) December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| LIABILITIES AND EQUITY | NOTE | As of December 31, | As of December 31, | As of December 31, | As of December 31, | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | % | 2023 (restated) | % | ||||||
| Current liabilities Short-term loans Contract liabilities - current Accounts payable Accounts payable - related parties Other payables Current tax liabilities Lease liabilities - current Other current liabilities Total current liabilities Non-current liabilities Deferred tax liabilities Lease liabilities-non-current Net defined benefit liabilities Guarantee deposits Total non-current liabilities Total liabilities Equity Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Total equity Total liabilities and equity |
6(13) 6(17) 7 6(14), 7 4 4, 6(19) 4, 6(23) 4, 6(19) 4, 6(15) 4, 6(16) |
$- 34,606 100,014 24,763 219,394 34,703 3,904 2,862 420,246 61,100 1,093 18,557 169 80,919 501,165 1,450,472 4,157 478,561 148,746 862,683 1,489,990 (131,646) 2,812,973 $3,314,138 |
- 1 2 1 7 1 - - 12 2 - 1 - 3 15 44 - 14 4 27 45 (4) 85 100 |
$174,000 21,884 106,514 52,397 240,296 70,778 3,842 4,956 674,667 76,881 4,996 54,049 195 136,121 810,788 1,450,472 4,074 435,735 118,398 881,725 1,435,858 (148,745) 2,741,659 $3,552,447 |
5 1 3 2 1 7 - - 19 2 - 2 - 4 23 41 - 12 3 25 40 (4) 77 100 |
The accompanying notes are an integral part of the parent company only financial statements.
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English Translation of Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)
| Item | Note | For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|---|---|
| 2024 | % | 2023 (restated) |
% | ||
| Operating revenues Operating costs Gross profit Unrealized intercompany profit Realized intercompany profit Net gross profit Operating expenses Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit losses Total operating expenses Operating income Non-operating income and expenses Other income Other gains and losses Finance costs for using the equity method Total non-operating income and expenses Income before tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Share of other comprehensive (loss) of subsidiaries, associates and joint ventures accounted for using the equity method ,which will not be reclassified subsequently to profit or loss Income tax related to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method, which may be reclassified subsequently to profit or loss Income tax related to items that may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of tax Total comprehensive income Earnings per share (NT$) Earnings per share - basic Net income Earnings per share - diluted Net income Share of profit of subsidiaries, associates and joint ventures accounted |
4, 6(17), 7 6(6), 6(20), 7 6(20) 6(18) 4, 6(19), 6(21), 7 6(21) 6(21) 4, 6(7) 4, 6(23) 6(22) 6(23) 6(23) 6(24) |
$2,211,994 (1,172,761) 1,039,233 (170,161) 152,053 1,021,125 (186,185) (186,042) (225,103) (1,524) (598,854) 422,271 16,439 (4,864) (1,445) 4,243 14,373 436,644 (85,513) 351,131 27,631 (7,487) (5,526) 30,733 (6,147) 39,204 $390,335 $2.42 $2.40 |
100 (53) 47 (8) 7 46 (9) (8) (10) - (27) 19 1 - - - 1 20 (4) 16 1 - - 1 - 2 18 |
$2,203,598 (1,216,012) 987,586 (152,053) 146,629 982,162 (186,958) (194,211) (223,871) (487) (605,527) 376,635 19,568 (32,996) (4,535) 166,784 148,821 525,456 (97,185) 428,271 118 (13,174) (126) (21,467) 4,294 (30,355) $397,916 $2.95 $2.93 |
100 (55) 45 (7) 7 45 (9) (9) (10) - (28) 17 1 (2) - 8 7 24 (4) 20 - (1) - (1) - (2) 18 |
The accompanying notes are an integral part of the parent company only financial statements.
19
English Translation of Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2024 and 2023
| Item | Common stock | Capital surplus | Retained earnings | Retained earnings | Other component of equity | Other component of equity | Total equity | |
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange differences resulting from translating the financial statements of foreign operations |
Unrealized gains (losses) on financial assets at fair value through other comprehensive income |
||||
| Appropriations and distributions of 2022 retained earnings: Legal reserve Special reserve Cash dividends Other changes in the amount of capital surplus Net income for the year ended December 31, 2023 Balance as of December 31, 2023 (restated) Appropriations and distributions of 2023 retained earnings: Legal reserve Special reserve Cash dividends Other changes in the amount of capital surplus Net income for the year ended December 31, 2024 Balance as of December 31, 2024 Balance as of January 1, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Total comprehensive income (loss) for the year ended December 31, 2024 Balance as of January 1, 2023 (restated) Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Other changes in capital surplus Other changes in capital surplus |
$1,450,472 - $1,450,472 $1,450,472 - $1,450,472 |
$4,047 27 - $4,074 $4,074 83 - $4,157 |
$392,366 43,369 - $435,735 $435,735 42,826 - $478,561 |
$104,288 14,110 - $118,398 $118,398 30,348 - $148,746 |
$801,036 (43,369) (14,110) (290,095) 428,271 (8) 428,263 $881,725 $881,725 (42,826) (30,348) (319,104) 351,131 22,105 373,236 $862,683 |
$(90,064) (17,173) (17,173) $(107,237) $(107,237) 24,586 24,586 $(82,651) |
$(28,334) (13,174) (13,174) $(41,508) $(41,508) (7,487) (7,487) $(48,995) |
$2,633,811 - - (290,095) 27 428,271 (30,355) 397,916 $2,741,659 $2,741,659 - - (319,104) 83 351,131 39,204 390,335 $2,812,973 |
The accompanying notes are an integral part of the parent company only financial statements.
20
English Translation of Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| Item | For theyears ended December 31, | For theyears ended December 31, | Item | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|---|---|
| 2024 | 2023(restated) | 2024 | 2023(restated) | ||
| Cash flows from operating activities: Income before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation Amortization Gains on financial assets at fair value through profit or loss Interest expenses Interest income for using the equity method Gains on disposal of property, plant and equipment Gain on disposal of investment property Impairment loss of non-financial assets loss Unrealized intercompany profit Changes in operating assets and liabilities: Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Prepayments Other current assets Contract liabilities Accounts payable Accounts payable-related parties Other payables Other current liabilities Net defined benefit liabilities Cash inflow generated from operations Income tax paid Net cash provided by operating activities Expected credit losses Share of profit of subsidiaries, associates and joint ventures accounted |
$436,644 41,859 4,588 1,524 (300) 1,445 (2,455) (4,243) (159) - 30,000 18,108 2,456 26,629 (45,125) (313) 21,209 123,888 2,861 410 12,722 (6,500) (27,634) (20,902) (2,094) (7,861) 606,757 (132,466) 474,291 |
$525,456 38,814 4,168 487 (372) 4,535 (1,681) (166,784) (1,144) (1,124) 19,439 5,424 3,131 (34,103) 70,580 (17) 2,672 70,733 4,934 2,230 (4,675) (71,873) 32,667 (6,133) (1,546) (9,159) |
Cash flows from investing activities: Proceeds from disposal of financial assets measured at amortized cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Increase in other non-current assets Interest received Dividends received Net cash provided by investing activities Cash flows from financing activities: Decrease in short-term loans Decrease in guarantee deposits Repayment for thr principal portion of lease liabilities Cash dividends paid Interest paid Other financing activities Net cash (used in) financing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
2,908 (47,352) 214 (159) (4,037) (28,008) 2,455 74,974 995 (174,000) (26) (3,841) (319,104) (1,445) 83 (498,333) (23,047) 306,258 $283,211 |
24,510 (43,568) 1,333 (2,884) (3,073) - 1,681 59,779 |
| 37,778 | |||||
| (206,000) (1) (2,740) (290,095) (4,721) 27 |
|||||
| (503,530) | |||||
| (56,090) 362,348 |
|||||
| 486,659 (76,997) |
|||||
| 409,662 | $306,258 | ||||
The accompanying notes are an integral part of the parent company only financial statements.
21
Independent Auditors’ Report Translated from Chinese
To Good Will Instrument Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Good Will Instrument Co., Ltd. (the “Company”) and its subsidiaries as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2024 and 2023, and their consolidated financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
22
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
For the year ended December 31, 2024, the Company and its subsidiaries recognized revenue in the amount of NT$2,788,781 thousand. Revenue is derived primarily from the manufacture and sale of various types of instruments, the provision of hardware and software, and installation services. Since some of these sales were exports and the terms of trade varied, it is necessary for the company to judge and determine the performance obligations and the timing of their satisfaction. Therefore, we considered this as a key audit matter.
Our audit procedures included, but not limited to, assessing the appropriateness of the accounting policy of revenue recognition; testing the effectiveness of internal controls over the sales process with respect to revenue recognition; selecting samples to perform test of details and reviewing the significant terms and conditions of orders or contracts to confirm the performance obligation and the appropriate timing of revenue recognition; selecting samples for certain period before and after the reporting date, tracing to relevant documentation to verify that revenue has been recorded in the correct accounting period.
We also evaluated the adequacy of disclosures of revenue. Please refer to Notes 4 and 6 of the consolidated financial statements.
Valuation of inventories
As of December 31, 2024, the Company and its subsidiaries net inventories amounted to NT$809,747 thousand, representing 23% of the consolidated total assets. Considering the fact that the value of inventory depends on market demands and is affected by changes in technology, which may cause loss from slow-moving inventories and inventory price decline, while the assessment of inventory loss require significant management judgement,
23
we therefore considered this as a key audit matter.
Our audit procedures included, but not limited to, obtaining an inventory allowance policy and evaluating the reasonableness of the loss provision ratio from slow-moving inventories based on the Company's operating conditions; testing the accuracy of inventories aging and recalculating the losses from slow-moving inventories; obtaining report of inventory price decline calculation, tracing to relevant documentation and recalculating the loss from price decline to ensure inventories appropriately valuated at lower of cost and net realizable value.
We also evaluated the adequacy of disclosures of inventories. Please refer to Notes 4, 5 and 6 to the consolidated financial statements.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets of NT$145,213 thousand, representing 4% of consolidated total assets as of December 31, 2023, and total operating revenues of NT$251,055 thousand, representing 8% of consolidated operating revenues for the year ended December 31, 2023. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of the other auditors.
Other Matter – parent company only financial statements
We have audited and expressed an unqualified opinion including an Emphasis Matter paragraph on the parent company only financial statements of the Company as of and for the year ended December 31, 2024. We have audited and expressed an unqualified opinion including an Other Matter paragraph on the parent company only financial statements of the Company as of and for the year ended December 31, 2023.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing
24
Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
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 of the Company and its subsidiaries.
25
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
26
Liu, Hui-Yuan
Yang, Chih-Huei
Ernst & Young, Taiwan February 26, 2025
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position, results of operations 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 accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
27
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| ASSETS | NOTE | As of December 31, | As of December 31, | As of December 31, | As of December 31, | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | % | 2023 | % | ||||||
| Current assets Cash and cash equivalents Notes receivable, net Accounts receivable, net Other receivables Current tax assets Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Financial assets at fair value through other comprehensive income - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Goodwill Deferred tax assets Other non-current assets Total non-current assets Total assets Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Financial assets measured at amortized cost - current |
4, 6(1) 4, 6(2) 4, 6(3) 4, 6(4), 8 4, 6(5), 6(19), 8 4, 6(6), 6(19), 7 4 4, 6(7) 4, 6(2) 4, 6(3) 4, 6(8) 4, 6(9), 8 4, 6(20) 4, 6(10), 8 4, 6(11) 4, 6(11), 6(12) 4, 6(24) 4, 6(13) |
$482,256 84,550 31,658 13,350 169,768 641,024 2,833 13,004 809,747 9,837 2,500 2,260,527 2,189 46,338 9,093 731,677 41,665 259,241 9,968 85,879 72,260 43,246 1,301,556 $3,562,083 |
14 2 1 - 5 18 - - 23 - - 63 - 2 - 21 1 7 - 2 2 2 37 100 |
$518,259 68,800 31,439 50,128 171,954 622,989 2,181 8,589 984,952 12,885 2,202 2,474,378 2,189 51,998 9,718 903,666 41,987 81,521 10,644 115,879 89,482 14,307 1,321,391 $3,795,769 |
14 2 1 1 5 16 - - 26 - - 65 - 2 - 24 1 2 - 3 2 1 35 100 |
The accompanying notes are an integral part of the consolidated financial statements.
28
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED) December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| LIABILITIES AND EQUITY | NOTE | As of December 31, | As of December 31, | As of December 31, | As of December 31, | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | % | 2023 | % | ||||||
| Current liabilities Short-term loans Contract liabilities - current Notes payable Accounts payable Accounts payable—related parties Other payables Current tax liabilities Lease liabilities - current Other current liabilities Total current liabilities Non-current liabilities Deferred tax liabilities Lease liabilities - non-current Net defined benefit liabilities Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to stockholders of the parent Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Total equity attributable to stockholders of the parent Total equity Total liabilities and equity |
6(14) 6(18) 7 6(15) 4, 6(24) 4, 6(20) 4, 6(24) 4, 6(20) 4, 6(16) 4, 6(17) |
$20,790 35,921 4,758 175,361 5,469 318,098 36,067 19,509 7,675 623,648 80,045 13,650 18,557 13,210 125,462 749,110 1,450,472 4,157 478,561 148,746 862,683 1,489,990 (131,646) 2,812,973 2,812,973 $3,562,083 |
1 1 - 5 - 9 1 1 - 18 2 - 1 - 3 21 41 - 14 4 24 42 (4) 79 79 100 |
$184,760 34,000 4,704 201,813 2,910 331,312 86,001 16,181 12,181 873,862 96,318 16,861 54,049 13,020 180,248 1,054,110 1,450,472 4,074 435,735 118,398 881,725 1,435,858 (148,745) 2,741,659 2,741,659 $3,795,769 |
5 1 - 6 - 9 2 - - 23 3 - 2 - 5 28 38 - 12 3 23 38 (4) 72 72 100 |
The accompanying notes are an integral part of the consolidated financial statements.
29
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)
| Item | Note | For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|---|---|
| 2024 | % | 2023 | % | ||
| Operating revenues Operating costs Gross profit Operating expenses Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (losses) Total operating expenses Operating income Non-operating income and expenses Other income Other losses and gains Finance costs Share of loss of associates and joint ventures accounted for using the equity method Total non-operating income and expenses Income before tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences resulting from translating the financial statements of foreign operations Income tax related to items that may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of tax Total comprehensive income Net income attributable to : Stockholders of the parent Comprehensive income attributable to: Stockholders of the parent Earnings per share (NT$) Earnings per share - basic Earnings per share - diluted |
4, 6(18), 7 6(7),6(21), 7 6(20), 6(21) 6(19) 4, 6(20), 6(22) 6(22) 6(22) 4, 6(8) 4, 6(24) 6(23) 6(24) 6(24) 6(25) |
$2,788,781 (1,348,912) 1,439,869 (483,054) (275,664) (261,868) (7,232) (1,027,818) 412,051 51,970 (14,280) (3,041) (625) 34,024 446,075 (94,944) 351,131 27,631 (7,502) (5,511) 30,733 (6,147) 39,204 $390,335 $351,131 $390,335 $2.42 $2.40 |
100 (48) 52 (17) (10) (10) - (37) 15 2 (1) - - 1 16 (3) 13 - - - 1 - 1 14 |
$3,024,731 (1,467,187) 1,557,544 (475,519) (291,286) (244,351) (2,896) (1,014,052) 543,492 53,938 (36,615) (5,380) (282) 11,661 555,153 (126,882) 428,271 118 (14,099) 799 (21,467) 4,294 (30,355) $397,916 $428,271 $397,916 $2.95 $2.93 |
100 (49) 51 (15) (10) (8) - (33) 18 1 (1) - - - 18 (4) 14 - - - (1) - (1) 13 |
The accompanying notes are an integral part of the consolidated financial statements.
30
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Item | Equityattributable to theparent company | Equityattributable to theparent company | Equityattributable to theparent company | Total equity | ||||
|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Retained earnings | Other component of equity | |||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange differences resulting from translating the financial statements of foreign operations |
Unrealized gains (losses) on financial assets at fair value through other comprehensive income |
||||
| Legal reserve Special reserve Cash dividends Other changes in the amount of capital surplus Net income for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Balance as of December 31, 2023 Appropriations and distributions of 2023 retained earnings: Legal reserve Special reserve Cash dividends Other changes in the amount of capital surplus Net income for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Balance as of December 31, 2024 Balance as of January 1, 2024 Total comprehensive income (loss) for the year ended December 31, 2024 Balance as of January 1, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Appropriations and distributions of 2022 retained earnings: Other changes in capital surplus Other changes in capital surplus |
$1,450,472 - $1,450,472 $1,450,472 - $1,450,472 |
$4,047 27 - $4,074 $4,074 83 - $4,157 |
$392,366 43,369 - $435,735 $435,735 42,826 - $478,561 |
$104,288 14,110 - $118,398 $118,398 30,348 - $148,746 |
$801,036 (43,369) (14,110) (290,095) 428,271 (8) 428,263 $881,725 $881,725 (42,826) (30,348) (319,104) 351,131 22,105 373,236 $862,683 |
$(90,064) (17,173) (17,173) $(107,237) $(107,237) 24,586 24,586 $(82,651) |
$(28,334) (13,174) (13,174) $(41,508) $(41,508) (7,487) (7,487) $(48,995) |
$2,633,811 - - (290,095) 27 428,271 (30,355) |
| 397,916 | ||||||||
| $2,741,659 | ||||||||
| $2,741,659 - - (319,104) 83 351,131 39,204 |
||||||||
| 390,335 | ||||||||
| $2,812,973 | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
31
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Item | For theyears ended December 31, | For theyears ended December 31, | Item | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||
| Cash flows from operating activities: Income before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation Amortization Interest expenses Interest income Dividend income Share of loss of associates and joint ventures accounted for using the equity method Losses (gains) on disposal of property, plant and equipment Gains on disposal of investments accounted for using the equity method Impairment loss of non-financial assets Gain from lease modifications Changes in operating assets and liabilities: Financial assets mandatorily measured at fair value through profit or loss Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Accounts payable-related parties Other payables Other current liabilities Net defined benefit liabilities Cash inflow generated from operations Income tax paid Net cash provided by operating activities Gains on financial assets at fair value through profit Expected credit losses |
$446,075 85,336 4,705 7,232 (300) 3,041 (7,938) (1,415) 625 17 - 30,000 - (13,320) 2,186 (25,478) (652) 175,205 3,048 (298) 1,921 54 (26,452) 2,559 (13,214) (4,506) (7,861) |
$555,153 81,947 4,266 2,896 (372) 5,380 (5,230) (1,330) 282 (1,129) (1,124) 19,439 (229) (69,760) 22,429 (6,925) 2,620 177,367 10,180 2,469 (28,374) (7,856) (77,631) - (7,809) (6,758) (9,159) |
Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Proceeds from disposal of financial assets measured at amortized cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Increase in other non-current assets Decrease in other non-current assets Interest received Dividends received Net cash (used in) investing activities Cash flows from financing activities: Decrease in short-term loans Guarantee deposits received Repayment for thr principal portion of lease liabilities Cash dividends paid Interest paid Other financing activities Net cash (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
$(1,398) - 37,378 (63,583) 241 (961) (4,044) (27,978) - 7,938 1,715 |
$(1,317) (47,580) 24,510 (55,489) 1,374 (4,854) (3,681) - 1,314 5,230 1,702 |
| (50,692) | (78,791) | ||||
| (163,970) 190 (21,652) (319,104) (3,041) 83 |
(211,368) 222 (18,230) (290,095) (5,380) 27 |
||||
| (507,494) | (524,824) | ||||
| 21,615 | (12,792) | ||||
| 660,570 (160,002) |
660,742 (112,604) |
(36,003) 518,259 |
(68,269) 586,528 |
||
| 500,568 | 548,138 | $482,256 | $518,259 | ||
The accompanying notes are an integral part of the consolidated financial statements.
32
Attachment 6
GOOD WILL INSTRUMENT CO., LTD.
Profit Distribution Table for 2024
| Profit Distribution Table for 2024 | Profit Distribution Table for 2024 |
|---|---|
| Unit: Thousand NTD | |
| Item | Amount |
| Undistributed beginningbalance | 489,446,650 |
| Add: Net income for theperiod | 351,130,749 |
| Add: Other comprehensive income - actuarial gains and losses on defined benefitplans(FY2024) |
22,104,600 |
| Less: Legal reserve | (37,323,535) |
| Add: Reversal of special reserve | 17,099,569 |
| Amount of distributable earnings | 842,458,033 |
| Distribution Items | |
| Dividend to shareholders - cash(NT$2per share) | 290,094,578 |
| Undistributed endingbalance | 552,363,455 |
Chairman: Managerial Officer: Chief Accounting Officer: Lin Ching-Chang Chang Chao-Ming Chen Che-Cheng
Note:
(1) Currently, there are 145,047,289 shares outstanding, and cash dividends of NT$2 per share are paid.
(2) The undistributed earnings at the end of the period were NT$50,127,401 before 1997 and NT$812,554,598 after 1998. The Company's principle of distributing earnings is to prioritize distributable earnings in 2024.
33
Attachment 7
GOOD WILL INSTRUMENT CO., LTD.
Comparison Table of the “Articles of Incorporation” Before and After Amendments
| Article | Before Amendment |
After Amendment | Reasons for Amendment |
|---|---|---|---|
| 29 | If there is any after-tax profit in the Company's annual accounts, the Company shall first make up for prior years' losses (including adjustments to undistributed earnings) and then set aside 10% as legal reserve, except when the legal reserve has reached the total capital. The Company shall also appropriate or reverse the special reserve as required by law or the competent authority. If there is any unappropriated earnings, the unappropriated earnings at the beginning of the period (including the amount of adjusted unappropriated earnings) shall be consolidated into the accumulated earnings available for distribution to shareholders. The Board of Directors shall prepare a proposal for appropriation of earnings and submit it to the shareholders for resolution. The Company shall appropriate 3% to 15% of its annual net income before deducting employees' compensation and directors' compensation to employees' compensation and not more than 2% to directors' compensation. However, if the Company still has accumulated losses (including the amount of adjusted undistributed earnings), the Company shall reserve the amount to make up for the losses. In order to maintain the shareholders' return on investment, the ratio of cash dividends to stock dividends is |
If there is any after-tax profit in the Company's annual accounts, the Company shall first make up for prior years' losses (including adjustments to undistributed earnings) and then set aside 10% as legal reserve, except when the legal reserve has reached the total capital. The Company shall also appropriate or reverse the special reserve as required by law or the competent authority. If there is any unappropriated earnings, the unappropriated earnings at the beginning of the period (including the amount of adjusted unappropriated earnings) shall be consolidated into the accumulated earnings available for distribution to shareholders. The Board of Directors shall prepare a proposal for appropriation of earnings and submit it to the shareholders for resolution. The Company shall appropriate 3% to 15% of its annual net income before deducting employees' compensation and directors' compensation to employees' compensation and not more than 2% to directors' compensation. At the same time, an additional 0.3%~2.0% will be allocated to adjust the salary of grassroots employees. However, if the Company still has accumulated losses (including the amount of adjusted undistributed earnings), the Company shall reserve the amount to make upfor the losses. |
In accordance with the amendments to the regulations |
34
| Article | Before Amendment |
After Amendment | Reasons for Amendment |
|---|---|---|---|
| determined by the Company's earnings for the year and the Company's capital planning, taking into account the shareholders' equity. The amount of dividends to shareholders shall not be less than 40% of the current year's earnings, including cash dividends, which shall not be less than 10% of the total dividends. When employee compensation is distributed in the form of stock or cash, the Board of Directors shall resolve by a resolution of at least two-thirds of the directors present and a majority of the present directors agreeing, and report to the shareholders' meeting. |
In order to maintain the shareholders' return on investment, the ratio of cash dividends to stock dividends is determined by the Company's earnings for the year and the Company's capital planning, taking into account the shareholders' equity. The amount of dividends to shareholders shall not be less than 40% of the current year's earnings, including cash dividends, which shall not be less than 10% of the total dividends. When employee compensation is distributed in the form of stock or cash, the Board of Directors shall resolve by a resolution of at least two-thirds of the directors present and a majority of the present directors agreeing, and report to the shareholders'meeting. |
||
| 34 | These Articles of Incorporation were established on September 3, 1975 … the thirty-first amendment was made on May 27, 2022. |
These Articles of Incorporation were established on September 3, 1975 … the thirty-first amendment was made on May 27, 2022; the thirty-second amendment was made on May 29, 2025. |
Update revision times and dates |
35
Attachment 8
GOOD WILL INSTRUMENT CO., LTD. Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be GOOD WILL INSTRUMENT CO.,LTD.
-
Article 2: The scope of business of the Company:
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CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
-
CC01060 Wired Communication Mechanical Equipment Manufacturing
-
CC01070 Wireless Communication Mechanical Equipment Manufacturing
-
CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
-
CC01110 Computer and Peripheral Equipment Manufacturing
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CC01120 Data Storage Media Manufacturing and Duplicating
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CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
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CE01010 General Instrument Manufacturing
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CE01030 Optical Instruments Manufacturing
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CE01990 Other Optics and Precision Instrument Manufacturing
-
EZ05010 Instrument and Meters Installation Engineering
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E601020 Electric Appliance Installation
-
E603040 Fire Safety Equipment Installation Engineering
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E603050 Automatic Control Equipment Engineering
-
E605010 Computer Equipment Installation
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E701010 Telecommunications Engineering
-
E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
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F113030 Wholesale of Precision Instruments
-
F113070 Wholesale of Telecommunication Apparatus
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F113990 Wholesale of Other Machinery and Tools
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F117010 Wholesale of Fire Safety Equipment
-
F213010 Retail Sale of Electrical Appliances
-
F213030 Retail Sale of Computers and Clerical Machinery Equipment
-
F213040 Retail Sale of Precision Instruments
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F213060 Retail Sale of Telecommunication Apparatus
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F217010 Retail Sale of Fire Safety Equipment
-
F401010 International Trade
-
F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
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F601010 Intellectual Property Rights
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ID01010 Measuring Instruments Certification
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IG03010 Energy Technical Services
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ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3:
The headquarters of the Company is set in New Taipei City and may set a branch
36
company domestically or overseas with approval from the Board of Directors in a resolution in accordance with the laws and regulations.
Article 4:
Deleted.
Chapter 2 Shares
-
Article 5: The total capital stock of the Company is NTD 1,800,000,000 divided into 180,000,000 shares of NTD 10 per share, which may be issued in tranches.
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Article 6: The Company’s share certificates are name-bearing, affixed with the seal or signature of the director representing the Company and certified by a bank authorized by law to act as a certifying officer for the issuance of shares. The Company does not need to print the share certificates, but a centralized securities depository enterprise should be contacted for registering the shares.
-
Article 7: Deleted.
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Article 8: The Company’s share certificate shall be assigned only by the holder thereof by way of endorsement, and the name or title of the assignee shall be indicated on the share certificate. Assignment/transfer of shares shall not be set up as a defense against the Company, unless name/title and residence/domicile of the assignee/transferee have been recorded in the shareholders' roster.
-
Article 9: In the event that a share certificate is lost or damaged, shareholders shall apply to the Company for a replacement share certificate in accordance with the Regulations Governing the Administration of Shareholder Services.
-
Article 10: Share transfer registration shall be suspended 60 days prior to a routine shareholders’ meeting, 30 days before a special shareholders’ meeting, or 5 days before the base day scheduled by the Company for distributing dividends, bonuses, or other benefits.
Chapter 3 Shareholders’ Meeting
-
Article 11: Shareholders' meeting shall be of the following two kinds: regular meeting and special meeting. Regular meeting of shareholders are to be held at least once every year, within six months after close of each fiscal year. Special meeting of shareholders are to be held when necessary.
-
A shareholders' meeting may be held in the form of a physical shareholders' meeting, a hybrid shareholders' meeting or a virtual-only shareholders' meeting upon the resolution of the board of directors, and in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies” by the competent authorities.
-
Article 12: If a shareholder is unable to attend a shareholders' meeting for any reason, he or she may appoint a proxy to attend the meeting by executing a power of attorney in accordance with Article 177 of the Company Act.
-
Article 13: For a shareholders' meeting convened by the board of directors, the chairman of
37
the board shall be the chairman of the meeting. If the chairman of the board of directors is on leave or is unable to exercise his or her duties for any reason, his or her proxy shall handle the matter in accordance with Article 208 of the Company Act.
-
Article 14: Except in the circumstances of restricted or non-voting shares provided for in Article 179 of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession.
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Article 15: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act or other relevant laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
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Article 16: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be prepared in accordance with Article 183 of the Company Act.
Chapter 4 Directors and Managerial Officers
-
Article 17: The Company shall have five to nine directors, all of whom shall be elected for a term of three years. The election of directors shall be based on a candidate nomination system in accordance with Article 192-1 of the Company Act. Directors shall be elected by the shareholders from a list of candidates and shall be eligible for reelection.
-
The number of independent directors shall not be less than three and shall not be less than one-fifth of the total number of directors. The professional qualifications, shareholdings, restrictions on concurrent positions, nomination and election of independent directors and other matters to be followed shall be in accordance with the relevant regulations of the competent securities authorities.
-
The minimum percentage of registered shares held by all directors shall be in accordance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies".
-
Article 18: When the number of vacancies in the board of directors of a company equals to one third of the total number of directors, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies. The term of office of the director elected to fill the vacancy shall be limited to the remaining term of the original director.
-
Article 19: In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.
-
Article 20: Directors shall form the board of directors, which shall elect a chairman and a vice chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman and vice chair man shall execute all affairs of the Company and represent the Company externally in accordance with the laws and regulations, the Articles of Incorporation, and the resolutions of the shareholders' meeting and the Board of Directors.
38
-
Article 21: The Board of Directors shall resolve on the Company's business strategies and other important matters. Except for the first meeting of each term of Board of Directors, which is convened in accordance with Article 203 of the Company Act, the board meetings shall be convened and chaired by the Chairman of the Board of Directors. If the Chairman is unable to perform his or her duties, the Vice Chairman shall act as the Chairman; If the Vice Chairman of the Board is also unable to exercise his or her duties, the Chairman of the Board shall designate a Director to act for him or her. When the Chairman or Vice Chairman has not designated a proxy, the directors shall elect among themselves for an acting Chairman or Vice Chairman. The Board of Directors shall convene the meeting with seven days' notice of the reason for the convening; however, in case of emergency, the meeting may be convened at any time. Notice of a Board meeting may be given in writing, by fax, or by e-mail.
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Article 22: Except as otherwise provided in the Company Act and related laws and regulations, a majority of the directors must be present at a meeting of the Board of Directors, and such meeting shall be held by the consent of a majority of the directors present. If a director is unable to attend a meeting for any reason, he/she may appoint another director to attend the board of directors' meeting as his/her proxy by issuing a written proxy, listing the scope of authority to convene the meeting, provided that the proxy is limited to one person. In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
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Article 23: The Company shall establish an audit committee. The audit committee shall be composed of all independent directors. The Audit Committee or the members of the Audit Committee shall be responsible for carrying out the duties and responsibilities of the supervisors under the Company Act, the Securities and Exchange Act and other laws and regulations.
-
The Company's Board of Directors may establish other committees, the number of which, their terms of office, and their duties and responsibilities shall be specified in the organizational charters of each committee and shall be implemented by resolution of the Board of Directors.
-
Article 24: Deleted.
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Article 25: The remuneration of the Company's directors is authorized to be paid by the Board of Directors at the usual rate for the industry. In addition, the Company may purchase liability insurance for the directors within the scope of their liability under the law for the performance of their business.
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Article 26: The Company may have a president whose appointment, dismissal and
-
Article 27: Deleted.
39
Article 5 Accounting
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Article 28: At the end of each fiscal year, the Company’s Board of Directors shall prepare: (I) a business report; (II) financial statements; (III) proposed distribution of earnings or loss recovery, which shall be submitted to the shareholders for approval at the annual general meeting in accordance with the procedures prescribed by law.
-
Article 29: If there is any after-tax profit in the Company's annual accounts, the Company shall first make up for prior years' losses (including adjustments to undistributed earnings) and then set aside 10% as legal reserve, except when the legal reserve has reached the total capital. The Company shall also appropriate or reverse the special reserve as required by law or the competent authority. If there is any unappropriated earnings, the unappropriated earnings at the beginning of the period (including the amount of adjusted unappropriated earnings) shall be consolidated into the accumulated earnings available for distribution to shareholders. The Board of Directors shall prepare a proposal for appropriation of earnings and submit it to the shareholders for resolution.
-
The Company shall appropriate 3% to 15% of its annual net income before deducting employees' compensation and directors' compensation to employees' compensation and not more than 2% to directors' compensation. However, if the Company still has accumulated losses (including the amount of adjusted undistributed earnings), the Company shall reserve the amount to make up for the losses.
-
In order to maintain the shareholders' return on investment, the ratio of cash dividends to stock dividends is determined by the Company's earnings for the year and the Company's capital planning, taking into account the shareholders' equity. The amount of dividends to shareholders shall not be less than 40% of the current year's earnings, including cash dividends, which shall not be less than 10% of the total dividends.
-
When employee compensation is distributed in the form of stock or cash, the Board of Directors shall resolve by a resolution of at least two-thirds of the directors present and a majority of the present directors agreeing, and report to the shareholders' meeting.
-
Article 29-1: The Board of Directors is authorized to distribute all or part of the dividends and bonuses payable in cash by a resolution of the Board of Directors, with at least two-thirds of the directors present and a majority of the present directors agreeing, and to report to the latest shareholders' meeting.
-
When the Company has no deficit, the Board of Directors is authorized to distribute all or part of the legal reserve (25% of the amount exceeding the paid-in capital) and the capital surplus in accordance with the Company Act in the form of cash when two-thirds of the directors are present and a majority of the present directors agreeing, and report to the latest shareholders' meeting.
Chapter 6 Supplementary Provisions
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Article 30: The Company's outward investment may exceed 40% of the paid-in capital, where the Company authorizes the Board of Directors to execute the investment.
-
Article 31: The Company may provide guarantees within the industry.
40
-
Article 32: The Company's organizational charters and operating rules shall be separately established by the Board of Directors.
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Article 33: All matters not provided for in these Articles of Incorporation shall be governed by the Company Act and related regulations.
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Article 34: These Articles of Incorporation were established on September 3, 1975; the first amendment was made on March 23, 1977; the second amendment was made on April 30, 1980; the third amendment was made on October 21, 1980; the fourth amendment was made on December 4, 1982; the fifth amendment was made on July 10, 1984; the sixth amendment was made on February 26, 1985; the seventh amendment was made on August 15, 1986; the eighth amendment was made on March 7, 1988; the ninth amendment was made on November 13, 1990; the tenth amendment was made on August 16, 1993; the eleventh amendment was made on December 13, 1995; the twelfth amendment was made on November 13, 1996; the thirteenth amendment was made on November 28, 1996; the fourteenth amendment was made on December 3, 1996; the fifteenth amendment was made on May 2, 1998; the sixteenth amendment was made on August 4, 1998; the seventeenth amendment was made on May 6, 1999; the eighteenth amendment was made on May 6, 2000; the nineteenth amendment was made on May 6, 2002; the twentieth amendment was made on June 16, 2003; the twenty-first amendment was made on June 15, 2006; the twenty-second amendment was made on June 13, 2007; the twenty-third amendment was made on June 10, 2009; the twenty-fourth amendment was made on June 15, 2010; the twenty-fifth amendment was made on June 12, 2012; the twenty-sixth amendment was made on June 17, 2014; the twenty-seventh amendment was made on June 23, 2016; the twenty-eighth amendment was made on June 14, 2017; the twenty-ninth amendment was made on June 12, 2019; the thirtieth amendment was made on July 28, 2021; the thirtyfirst amendment was made on May 27, 2022.
41
Attachment 9
GOOD WILL INSTRUMENT CO., LTD. Rules of Procedure for Shareholders’ Meetings
| Article1 | The rules of procedures for the Company's shareholders meetings, except as |
|---|---|
| otherwise provided by law, regulation, or the articles of incorporation, shall be | |
| as provided in these Rules. | |
| Article2 | Shareholders as referred to in these Rules shall mean the shareholders as set |
| out in the register of shareholders and the proxies appointed by the | |
| shareholders to attend the meeting. | |
| Article3 | The Company shall specify in its shareholders meeting notices the time during which |
| attendance registrations for shareholders, solicitors and proxies (collectively | |
| "shareholders") will be accepted, the place to register for attendance, and other | |
| matters for attention. | |
| The time during which shareholder attendance registrations will be accepted, as stated in | |
| the preceding paragraph, shall be at least 30 minutes prior to the time the meeting | |
| commences. The place at which attendance registrations are accepted shall be clearly | |
| marked and a sufficient number of suitable personnel assigned to handle the | |
| registrations. For virtual shareholders meetings, shareholders may begin to register on | |
| the virtual meeting platform 30 minutes before the meeting starts. Shareholders | |
| completing registration will be deemed as attending the shareholders meeting in person. | |
| Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, | |
| or other certificates of attendance. The Company may not arbitrarily add requirements | |
| for other documents beyond those showing eligibility to attend presented by | |
| shareholders. Solicitors soliciting proxy forms shall also bring identification documents | |
| for verification. The Company may appoint its attorneys, certified public accountants, or | |
| related persons retained by it to attend a shareholders meeting in a non-voting capacity. | |
| The staff off the shareholders' meeting shall wear identification badges or armbands. | |
| The Company 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. The number of | |
| shares in attendance shall be calculated according to the shares indicated by the | |
| attendance book and sign-in cards handed in, and the shares checked in on the virtual | |
| meeting platform, plus the number of shares whose voting rights are exercised by | |
| correspondence or electronically. Attendance and voting at shareholders meetings shall | |
| be calculated based on numbers of shares. | |
| In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting | |
| online shall register with the Company two days before the meeting date. | |
| On the day of a shareholders meeting, the Company shall compile in the prescribed | |
| format a statistical statement of the number of shares obtained by solicitors through | |
| solicitation, the number of shares represented by proxies and the number of shares | |
| represented by shareholders attending the meeting by correspondence or electronic | |
| means, and shall make an express disclosure of the same at the place of the shareholders | |
| meeting. In the event a virtual shareholders meeting, the Company shall upload the | |
| above meeting materials to the virtual meeting platform at least 30 minutes before the | |
| meeting starts, and keep this information disclosed until the end of the meeting. | |
| During the Company's virtual shareholders meeting, when the meeting is called to order, | |
| the total number of shares represented at the meeting shall be disclosed on the virtual | |
| meeting platform. The same shall apply whenever the total number of shares | |
| represented at the meeting and a new tally of votes is released during the meeting. | |
| Article3-1 | To convene a virtual shareholders meeting, the Company shall include the follow |
| particulars in the shareholders meeting notice: | |
| I. How shareholders attend the virtual meeting and exercise their rights. |
|
| II. Actions to be taken if the virtual meeting platform or participation in the virtual |
|
| meeting is obstructed due to natural disasters, accidents or other force majeure | |
| events, at least covering the following particulars: |
-
(I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
-
(II) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
42
| (III) In case of a hybrid shareholders meeting, when the virtual meeting cannot be | |
|---|---|
| continued, if the total number of shares represented at the meeting, after | |
| deducting those represented by shareholders attending the virtual shareholders | |
| meeting online, meets the minimum legal requirement for a shareholder | |
| meeting, then the shareholders meeting shall continue. The shares represented | |
| by shareholders attending the virtual meeting online shall be counted towards | |
| the total number of shares represented by shareholders present at the meeting, | |
| and the shareholders attending the virtual meeting online shall be deemed | |
| abstaining from voting on all proposals on meeting agenda of that | |
| shareholders meeting. | |
| (IV) Actions to be taken if the outcome of all proposals have been announced and | |
| extraordinary motion has not been carried out. | |
| III. To convene a virtual-only shareholders meeting, appropriate alternative measures | |
| available to shareholders with difficulties in attending a virtual shareholders | |
| meeting online shall be specified. | |
| Article4 | The chair shall call the meeting to order at the appointed meeting time and disclose |
| information concerning the number of nonvoting shares and number of shares | |
| represented by shareholders attending the meeting. However, when the attending | |
| shareholders do not represent a majority of the total number of issued shares, the chair | |
| may announce a postponement, provided that no more than two such postponements, for | |
| a combined total of no more than one hour, may be made. If the quorum is not met after | |
| two postponements and the attending shareholders still represent less than one third of | |
| the total number of issued shares, the chair shall declare the meeting adjourned. In the | |
| event of a virtual shareholders meeting, the Company shall also declare the meeting | |
| adjourned at the virtual meeting 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. In the event of | |
| a virtual shareholders meeting, shareholders intending to attend the meeting online shall | |
| re-register to the Company in accordance with Article 3. | |
| 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. | |
| Article5 | 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. | |
| After the meeting is adjourned, the shareholders are not allowed to elect | |
| another chairman for continued meeting at the same place or another venue. | |
| Article6 | The Company, 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. | |
| Where a shareholders meeting is held online, the Company shall keep records of | |
| shareholder registration, sign-in, check-in, questions raised, votes cast and results of | |
| votes counted by the Company, and continuously audio and video record, without | |
| interruption, the proceedings of the virtual meeting from beginning to end. | |
| The information and audio and video recording in the preceding paragraph shall be | |
| properly kept by the Company during the entirety of its existence, and copies of the | |
| audio and video recording shall be provided to and kept by the party appointed to handle | |
| matters of the virtual meeting. | |
| In case of a virtual shareholders meeting, the Company is advised to audio and video |
43
| record the back-end operation interface of the virtual meeting platform. | |
|---|---|
| Article7 | Before speaking, an attending shareholder must specify on a speaker's slip the |
| subject of the speech, his/her shareholder account number (or attendance card | |
| number), and account name. The order in which shareholders speak will be set | |
| by the chair. | |
| A shareholder in attendance who has submitted a speaker's slip but does not | |
| actually speak shall be deemed to have not spoken. When the content of the | |
| speech does not correspond to the subject given on the speaker's slip, the | |
| spoken content shall prevail. | |
| 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. | |
| Article8 | When discussing proposals, the order of discussion shall be in accordance with |
| the agenda. If the discussion violates the rules or exceeds the scope of the | |
| agenda item, the chair may terminate the speech. | |
| Article9 | 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. | |
| Article10 | When a juristic person is appointed to attend as proxy, it may designate only |
| one person to represent it in the meeting. | |
| When a juristic person shareholder appoints two or more representatives to | |
| attend a shareholders meeting, only one of the representatives so appointed | |
| may speak on the same proposal. | |
| Article11 | After an attending shareholder has spoken, the chair may respond in person or direct |
| relevant personnel to respond. | |
| 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 and call for a vote. | |
| Where a virtual shareholders meeting is convened, shareholders attending the virtual | |
| meeting online may raise questions in writing at the virtual meeting platform from the | |
| chair declaring the meeting open until the chair declaring the meeting adjourned. No | |
| more than two questions for the same proposal may be raised. Each question shall | |
| contain no more than 200 words. The regulations in Articles 7 to 10 do not apply. | |
| As long as questions so raised in accordance with the preceding paragraph are not in | |
| violation of the regulations or beyond the scope of a proposal, it is advisable the | |
| questions be disclosed to the public at the virtual meeting platform. | |
| Article12 | The venue for a shareholders meeting shall be the premises of the Company, 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. | |
| The restrictions on the place of the meeting shall not apply when the Company convenes | |
| a virtual-only shareholders meeting | |
| Article13 | 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 the Company holds a shareholder meeting, it shall adopt exercise of | |
| voting rights by electronic means and may adopt exercise of voting rights by | |
| correspondence. When voting rights are exercised by correspondence or | |
| electronic means, the method of exercise shall be specified in the shareholders | |
| meeting notice. A shareholder exercising voting rights by correspondence or | |
| electronic means will be deemed to have attended the meeting in person, but | |
| to have waived his/her rights with respect to the extraordinary motions and | |
| amendments to original proposals of that meeting; it is therefore advisable that | |
| the Company 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 online, |
44
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, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of 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 the Company. 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.
When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 3 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal
Article14 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act. Article15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of
45
| the meeting. The meeting minutes may be produced and distributed in electronic form. | |
|---|---|
| The Company may distribute the meeting minutes of the preceding paragraph by means | |
| of a public announcement made through the MOPS. | |
| The meeting minutes shall accurately record the year, month, day, and place of the | |
| meeting, the chair's full name, the methods by which resolutions were adopted, and a | |
| summary of the deliberations and their voting results (including the 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 the Company. | |
| Where a virtual shareholders meeting is convened, in addition to the particulars to be | |
| included in the meeting minutes as described in the preceding paragraph, the start time | |
| and end time of the shareholders meeting, how the meeting is convened, the chair's and | |
| secretary's name, and actions to be taken in the event of disruption to the virtual meeting | |
| platform or participation in the meeting online due to natural disasters, accidents or other | |
| force majeure events, and how issues are dealt with shall also be included in the minutes. | |
| When convening a virtual-only shareholder meeting, other than compliance with the | |
| requirements in the preceding paragraph, the Company shall specify in the meeting | |
| minutes alternative measures available to shareholders with difficulties in attending a | |
| virtual-only shareholders meeting online. | |
| Article16 | If a shareholders meeting is convened by the board of directors, the meeting |
| shall be chaired by the chairperson of the board. When the chairperson of the | |
| board is on leave or for any reason unable to exercise the powers of the | |
| chairperson, the vice chairperson shall act in place of the chairperson; if | |
| there is no vice chairperson or the vice chairperson also is on leave or for | |
| any reason unable to exercise the powers of the vice chairperson, the | |
| chairperson shall appoint one of the 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 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. | |
| Article17 | In the event of a virtual shareholders meeting, the Company shall disclose real-time |
| results of votes and election immediately after the end of the voting session on the virtual | |
| meeting platform according to the regulations, and this disclosure shall continue at least | |
| 15 minutes after the chair has announced the meeting adjourned. | |
| Article18 | When the Company convenes a virtual-only shareholders meeting, both the chair and |
| secretary shall be in the same location, and the chair shall declare the address of their | |
| location when the meeting is called to order. | |
| Article19 | In the event of a virtual shareholders meeting, the Company may offer a simple |
| connection test to shareholders prior to the meeting, and provide relevant real-time | |
| services before and during the meeting to help resolve communication technical issues. | |
| In the event of a virtual shareholders meeting, when declaring the meeting open, the | |
| chair shall also declare, unless under a circumstance where a meeting is not required to | |
| be postponed to or resumed at another time under Article 44-20, paragraph 4 of the | |
| Regulations Governing the Administration of Shareholder Services of Public Companies, | |
| if the virtual meeting platform or participation in the virtual meeting is obstructed due to | |
| natural disasters, accidents or other force majeure events before the chair has announced | |
| the meeting adjourned, and the obstruction continues for more than 30 minutes, the | |
| meeting shall be postponed to or resumed on another date within five days, in which | |
| case, Article 182 of the Company Act shall not apply. | |
| For a meeting to be postponed or resumed as described in the preceding paragraph, | |
| shareholders who have not registered to participate in the affected shareholders meeting | |
| online shall not attend the postponed or resumed session. | |
| For a meeting to be postponed or resumed under the second paragraph, the number of | |
| shares represented by, and voting rights and election rights exercised by the shareholders | |
| who have registered to participate in the affected shareholders meeting and have | |
| successfully signed in the meeting, but do not attend the postpone or resumed session, at | |
| the affected shareholders meeting, shall be counted towards the total number of shares, | |
| number of voting rights and number of election rights represented at the postponed or |
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resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and no postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on the meeting agenda.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph Article20 When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
Article21 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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Attachment 10
GOOD WILL INSTRUMENT CO., LTD. Directors' Shareholdings
- (I) As of March 31, 2025, the book closure date for the shareholders meeting, the paid-in capital of the Company was NT$1,450,472,890 and the total number of issued shares was 145,047,289.
| (I) As of March 31, 2025, the book closure date for the shareholders meeting, the paid-in capital of the Company was NT$1,450,472,890 and the total number of issued shares was 145,047,289. |
(I) As of March 31, 2025, the book closure date for the shareholders meeting, the paid-in capital of the Company was NT$1,450,472,890 and the total number of issued shares was 145,047,289. |
(I) As of March 31, 2025, the book closure date for the shareholders meeting, the paid-in capital of the Company was NT$1,450,472,890 and the total number of issued shares was 145,047,289. |
(I) As of March 31, 2025, the book closure date for the shareholders meeting, the paid-in capital of the Company was NT$1,450,472,890 and the total number of issued shares was 145,047,289. |
|---|---|---|---|
| (II) Statutory minimum number of shares required to be held by all directors and the number of shares entered in the register | |||
| ofshareholders: | |||
| Total number of sharesheld |
Number of shares legally authorized to be held |
Number of shares entered in the register of shareholders |
|
| Director | 8,702,837 | 12,971,615 | |
- (III) The details of the number of shares held by all directors are shown below and has met the requirements of Article 26 of the Securities and Exchange Act.
| Number of shares held at the | Number of shares held at the | Number of shares held as of the |
Number of shares held as of the |
||||
|---|---|---|---|---|---|---|---|
| time of appointment | book closure date for the | ||||||
| Date of | Term of | ||||||
| Title | Name | shareholders meeting | |||||
| appointment | office | ||||||
| Number of | Shareholding | Number of |
Shareholding | ||||
| shares | percentage | shares | percentage |
||||
| Chairman | Lin Ching-Chang | May 30, 2024 | 3 Years | 5,365,029 | 3.70% | 5,365,029 | 3.70% |
| Director | Chang Chao-Ming | May 30, 2024 | 3 Years | 2,168,478 | 1.50% | 2,168,478 | 1.50% |
| Director | Lin Ching-Wen | May 30, 2024 | 3 Years | 3,917,228 | 2.70% | 3,917,228 | 2.70% |
| Director | LIN YEN CHIH | May 30, 2024 | 3 Years | 1,041,098 | 0.72% | 1,041,098 | 0.72% |
| Director | Lin Hsiao-Chen | May 30, 2024 | 3 Years | 479,782 | 0.33% | 479,782 | 0.33% |
| Director | Hu Hui-Sen | May 30, 2024 | 3 Years | 0 | 0% | 0 | 0% |
| Independent | |||||||
| Teng Syh-Tang | May 30, 2024 | 3 Years | 0 | 0% | 0 | 0% |
|
| Director | |||||||
| Independent | |||||||
| Pan Ching-Tsai | May 30, 2024 | 3 Years | 0 | 0% | 0 | 0% |
|
| Director | |||||||
| Independent | |||||||
| Lai Yen-Shin | May 30, 2024 | 3 Years | 0 | 0% | 0 | 0% | |
| Director | |||||||
| Total | 12,971,615 | 8.95% | 12,971,615 | 8.95% |
|||
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