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HannsTouch — AGM Information 2025
Jun 17, 2025
52281_rns_2025-06-17_0a80258f-0bad-4a53-9709-c0aba7f941a2.pdf
AGM Information
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Stock ID: 3049
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HannsTouch Holdings Company
(Previous name: HannsTouch Solution Inc.)
2025 General Shareholders' Meeting Meeting Agenda
Annual General Shareholders’ Meeting 2025
Type of meeting: In person Time: 9:00 a.m., June 5, 2025 Venue: No. 7, Beiyuan 1st Road, Shanhua District, Tainan City
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Table of Contents
| Meeting Procedure and Agenda ......................................................................................................... 3 | Meeting Procedure and Agenda ......................................................................................................... 3 |
|---|---|
| Report | Items ....................................................................................................................................... 4 |
| Ratification, Discussion and Election Items ...................................................................................... 8 | |
| Extraordinary Motions ..................................................................................................................... 16 | |
| Attachments | |
| I. | 2024 Business Report .......................................................................................................... 17 |
| Consolidated Financial Statements and Independent Auditor's Report .............................. 26 | |
| Parent Company Only Financial Statements and Independent Auditor's Report ................. 36 | |
| II. | Audit Committee’s review report ......................................................................................... 46 |
| III. | Remuneration of Individual Directors ................................................................................. 47 |
| IV. | Offering of Unsecured Ordinary Corporate Bonds .............................................................. 48 |
| V. | Fund Utilization Plan, Progress and Expected Benefits for Cash Capital Increase ............. 49 |
| VI. | Comparison Table of Amendments to Articles of Incorporation ......................................... 50 |
| VII. | Articles of Incorporation (Before amendment) 52 |
| VIII. | Rules and Procedures of Shareholder Meetings................................................................... 59 |
| IX. | Shareholding of All Directors .............................................................................................. 71 |
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HannsTouch Holdings Company
Meeting Procedure and Agenda of 2025 Annual General Shareholders’ Meeting
Time: 9:00 a.m., June 5, 2025 (Thursday)
Venue: No. 7, Beiyuan 1st Road, Shanhua District, Tainan City Meeting Procedure:
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(1) Call Meeting to Order
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(2) Chairperson’s Address
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(3) Report Items:
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2024 Business Report.
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Audit Committee’s Review Report of 2024 Settlement Statements and Books.
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Status report on the distributions of employee compensation and Director remuneration for 2024.
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Report on 2024 Profit Distribution and Loss Compensation.
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Report on 2024 Remuneration to Directors.
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Status Report on Offering of Unsecured Ordinary Corporate Bonds.
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Report on the Progress of the Company’s Share Repurchase.
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Other Report Items.
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(4) Ratification, Discussion and Election Items:
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Ratification of Business Report and Financial Statements for 2024.
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Ratification of 2024 Profit Distribution and Loss Compensation.
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Discussion of proposal to carry out a cash capital increase by issuing common shares through private placement, public offering, or a combination of both.
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Amendment to certain articles of the Company's Articles of Incorporation.
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(5) Extraordinary Motions
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(6) Adjournment
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[Report Items]
- I. Business Report for 2024
For the Company's 2024 business report, please refer to page 17, Attachment 1 of this Handbook.
- II. Audit Committee’s Review Report of 2024 Settlement Statements and Books.
For the audit committee's review report, please refer to page 26, Attachment 2, of this Handbook.
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III. Status report on the distributions of employee compensation and Director remuneration for 2024. In accordance with Articles of Incorporation, Article 29, if the Company is profitable for the year, it shall appropriate 0.001% to 15% of the profit as employee compensation and not more than 2% as Director remuneration. The Company has operating loss for 2025, and thus no distribution will be made, as resolved by the Board of Directors on February 25, 2025.
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IV. Report on 2024 Profit Distribution and Loss Compensation.
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For 2024, the after-tax net loss was NT$877,981,862. After the special reserve reversal, the profit and loss to be distributed at the end of the period was NT$587,985,996. However, due to operating losses for the year, in accordance with Article 31 of the Articles of Incorporation, for the purpose of replenishing working capital, the Board of Directors has resolved to retain the same without distribution for the ratification of the shareholders' meeting.
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V. Report of 2024 remuneration to directors:
The Director remuneration policy complies with the Company Act and Articles of Incorporation, and takes into account the annual performance assessment results (including the Director’s performance in the comprehension of the Company’s targets, missions and duties, the participation level of the management, fostering and communication of internal working relationship, professionalism and continuing education, internal control and other factors). The Remuneration Committee shall make the proposal pertaining to the Directors’ remuneration, which shall be executed after the resolution is passed by the Board of Directors. For the details and amount of remuneration to individual directors, please refer to page 47, Attachment 3 on of this Handbook.
- VI. Status Report on Offering of Unsecured Ordinary Corporate Bonds.
For the Company's issuance of the first and second tranches of secured ordinary corporate bonds in 2021, please refer to page 48 Attachment 4 on of this Handbook.
VII. Report on the Progress of the Company’s Share Repurchase:
| December 31, 2024 | |
|---|---|
| Repurchase no. | 5th |
| Date of Board of Directors resolution | 2024/04/30 |
| Purpose of repurchase | To transfer repurchased shares to employees |
| Scheduled repurchase period | 2024/05/02~2024/06/30 |
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| Number of shares intended to be repurchased | 6,000,000 shares |
|---|---|
| Repurchase price range | NT$6.00~12.00 per share |
| Types and number of shares bought back | 3,000,000 common shares |
| Amount of shares repurchased/average price | NT$25,620,000/NT$8.54 |
| Actual repurchase number to scheduled repurchase number (%) |
50% |
| Implementation status | The actual transfer to employees totaled 3,000,000 shares, with the first employee transfer resolution passed by the Board of Directors on July 31, 2024, transferring 849,000 shares to employees at a price of NT$8.54 per share; subsequently, on November 8, 2024, the Board of Directors passed a second employee transfer resolution, transferring 2,151,000 shares to employees at a price of NT$8.54 per share. |
VIII. Other Report Items:
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On May 31, 2024, the Annual General Shareholders’ Meeting passed a resolution, whereby for not exceeding 80 million shares, the Company shall “carry out a cash capital increase by issuing common shares through private placement, public offering, or a combination of both” to cater to the development of strategic alliances and the expansion of working capital. Considering the timing of issuance, the Company has yet to submit an application to the competent authority for the issuance. This is to inform that to provide flexibility to the Company in adjusting itself to the changes in the industry and economic climate. Another proposal shall be made for discussion. As such, the original fundraising plan cannot be carried out within the remaining time period.
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For the Company’s 2025 Annual General Shareholders’ Meeting, during the proposal acceptance period (March 18 to March 31, 2025) announced by the Company, no shareholder has submitted any nomination proposal and any other proposal for discussion pursuant to the Company Act.
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Report on significant transactions with related parties in the past year:
| Name of subject | Repair project for the south-facing wall of the Company's factory in Southern Taiwan Science Park Date of board approval: January22,2024 |
|---|---|
| Transaction terms and | This buildingisjointlyowned bythe Companyand HannStar. The |
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| amount | total price for the comprehensive repair project will not exceed NT$150 million (tax excluded), to be shared between the Company and HannStar according to their ownership percentages. The Company's share is 44.3%, amounting to approximately NT$66.45 million. Contract duration: This contract takes effect from the date of signingand remains valid until the end of the warranty period. |
|---|---|
| I. Professional appraisal report or auditor's opinion |
Not applicable |
| II. The purpose, necessity and anticipated benefit of the proposed acquisition or disposal of assets |
The Company's facility in the Southern Taiwan Science Park has been sold to TSMC. Due to TSMC's demolition of the original FAB4 steel structure, the building's southern interior lightweight partition walls are now exposed. Regulatory aspect: According to building technical regulations, the current lightweight partition wall structure may not be able to withstand required wind loads. Production risk: We need to prevent potential impacts on production lines or cleanroom humidity that could result from typhoons or heavy rainfall. |
| III. The rationale for choosing the related party as a trading counterparty IV. Assessment of the reasonableness of proposed transaction terms |
The factory building is jointly owned by the Company and HannStar. This property renovation case was handled according to the procurement management procedures of both parties. After both parties reviewed qualifications and conducted price negotiations in accordance with relevant regulations, the winning contractor was confirmed. |
| V. The date and price at which the related party originally acquired the property, the original trading counterparty, and such trading counterparty’s relationship to the Company and such relatedparty. |
Date of original acquisition and price by the related party: Not applicable Relationship between the Company and the related party: The Company's Chairman serves as a director of United Integrated Services Co., Ltd. |
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| VI. Any restrictions on the transaction and other important stipulations |
None | |
|---|---|---|
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[Ratification And Discussion Items]
- Proposal 1: Proposed by the Board of Directors
Subject: Ratification of the 2024 business report and financial statements.
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Description:
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The Financial Statements for 2024 of the Company have been audited by Fu-Ming Liao and Yung-Chih Lin from PwC Taiwan. The aforementioned Financial Statements and Business Reports have been ratified by the Board of Directors on February 25, 2025 and submitted to the Audit Committee for review.
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For Business Report and Financial Statements for 2024, please see Attachment 1 from p.26~ p.45 of the Handbook.
Resolution:
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Proposal 2: Proposed by the Board of Directors
Subject: Ratification of 2024 Profit Distribution and Loss Compensation. Description:
- For 2024, the after-tax net loss was NT$877,981,862. After the special reserve reversal, the profit and loss to be distributed at the end of the period was NT$587,985,996. However, due to operating losses in the current fiscal year, no distribution is proposed. The 2024 Deficit Compensation Statement is presented as follows:
HannsTouch Holdings Company
Schedule of Profit Distribution and Loss Compensation
2024
| However, due to operating losses in the current fiscal year, no distribution is proposed. The 2024 Deficit Compensation Statement is presented as follows: HannsTouch Holdings Company Schedule of Profit Distribution and Loss Compensation 2024 |
However, due to operating losses in the current fiscal year, no distribution is proposed. The 2024 Deficit Compensation Statement is presented as follows: HannsTouch Holdings Company Schedule of Profit Distribution and Loss Compensation 2024 |
|---|---|
| Unit: NT$ | |
| Item | Amount |
| Earnings to be distributed at the beginning of the period (2024.01.01) Net loss after tax in the first half of 2024 Net loss after tax in the second half 2024 Reversal of special reserve $ 289,995,866 (424,582,452) (453,399,410) 0 |
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| Undistributed earnings at the end of the period (587,985,996) |
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| Distribution item Distribution of 2024: Shareholders - cash dividends (no distribution for the first and second half) 0 |
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| Undistributed earnings at the end of period (2024.12.31) (587,985,996) |
Chairman: Wei-Hsin Ma President: WeiHsin Ma Head of Accounting: ChuHsia Wong
- The proposal was resolved by the Board on February 25 2025 and submitted to the Audit Committee for review, which has since been completed.
Resolution:
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Proposal 3: Proposed by the Board of Directors
Subject: Discussion on the proposal to carry out a cash capital increase by issuing common shares
through private placement, public offering, or a combination of both.
Description:
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I. To cater to the development of strategic alliances, the expansion of working capital and other capital needs, the Company proposes, not exceeding 80 million shares and with a face value of NT$10, to carry out a cash capital increase by issuing common shares through private placement, public offering, or a combination of both, or sponsoring issuance of overseas depositary receipt. The fund utilization plan and the expected benefits of capital increase has been made tentatively. Please see Attachment 5 on p.49 of the Handbook.
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II. The Company proposes to request the Annual General Shareholders’ Meeting for 2025to authorize the Board of Directors to select an option or a combination of options from the following methods and principles to raise funds:
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(I) If the Company opts to carry out a cash capital increase by issuing common shares through private placement to raise capital: In accordance with the Securities and Exchange Act, Article 43-6, a private placement of common shares shall be carried out within one year from the date of the resolution of the Annual General Shareholders’ Meeting.
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Reasons for private placement:
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(1) Reasons for not selecting public offerings: The expediency and convenience of private placement in fulfilling the objectives of introducing strategic investors, as well as the restriction imposed on the transfer of securities of private placement within three years and the long-term cooperative relationship with strategic investors, are taken into consideration. Further, authorizing the Board of Directors to coordinate the private placement according to actual business needs would effectively increase the mobility and flexibility of the Company's fundraising activities.
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(2) Amount of private placement: not exceeding 80 million common shares.
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(3) Fund utilization and expected benefit of private placement:
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A. Purpose of the funds: For the use of developing strategic alliances.
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B. Expected benefits: To cater to the fast-changing industry environment, introducing strategic investors at a suitable time may
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strengthen the technologies, sales and marketing and supplies of key components that the Company needs for its business, thus enhancing its competitive advantages.
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The basis and reasonableness of the price set: Considering the restriction imposed on the transfer of ownership, the principle of setting the issue price for the common shares is not to be lower than 80% of the higher of the following two calculations:
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(1) The simple average closing price for either the one, three, or five business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
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(2) The simple average closing price for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
- However, without violating the aforementioned principle, for the actual price-fixing date and issue price, it is proposed to the Annual General Shareholders’ Meeting to authorize the Board of Directors to set the price according to the market condition at the time, as well as the provision above. Based on the closing prices of the Company’s shares recently, the issue price may be lower than the par value of the common shares. Considering that the circulation of common shares issued through private placement is lower, the issue price is deemed reasonable as it is determined in accordance with “Directions for Public Companies Conducting Private Placements of Securities.”
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Method for selecting the specific persons: Selection is made in accordance with the Securities and Exchange Act, Article 43-6.
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The Company shall source placement from strategic investors that are able to strengthen the technologies, sales and marketing and supplies of key components that the Company needs in its business. The Board of Directors is authorized to review the qualification of potential appointees.
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The objectives, necessity and expected benefits of selecting qualified strategic investors using the aforementioned method are to cater to the longterm development needs of the Company. The Company shall tap into the knowledge, technology, branding or distribution channels of the strategic investors to assist the Company in improving its technology, product quality,
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cost reduction, the stability of key component supplies, efficiency, and market expansion.
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The rights and responsibilities for the common shares issued through the private placement are, in principle, the same as the common shares that the Company has issued previously. However, in accordance with the Securities and Exchange Act, for the common shares issued through the private placement, except for the parties as stipulated by the Securities and Exchange Act, Article 43-8, a three-year restriction is imposed on the transfer of the shares after issuance. Three years after issuance, in accordance with the Securities and Exchange Act, the Company shall apply for permission from the competent authority to publicly trade the common shares issued through the private placement.
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(II) If the Company opts for carrying out a cash capital increase by issuing common shares through a public offering to raise capital:
The Company proposes to request the Annual General Shareholders’ Meeting for the year to authorize the Board of Directors to select an option or a combination of options from the following methods and principles to raise funds. Depending on the Company's needs, the Board may undertake the issuance in single or multiple closings:
- If the Company opts for carrying out a domestic cash capital increase by issuing common shares to raise capital:
The Company proposes to the Annual General Shareholders’ Meeting to authorize the Board of Directors to conduct the issuance by means of either book building or subscription.
- (1) By means of book building: In accordance with the Company Act, Article 267, 10% to 15% of the new shares issued shall be reserved for subscription by employees of the Company. In accordance with the Securities and Exchange Act, Article 28-1, the remaining 85% to 90% of the new shares shall be offered publicly by means of book building. If there is an insufficient subscription by employees, the Chairperson is authorized to open the purchase of new shares to specific persons according to the issue price. In accordance with Taiwan Securities Association Regulations Governing the Self-Regulatory of Underwriters Advising Public Offering and Securities Issuance
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(hereafter, “Securities Association Self-Regulatory Regulations”), the issue price shall not be lower than 90% of the simple average closing price for either the one, three, or five business days before the price determination base date, after adjustment for any distribution of stock dividends, cash dividends (or capital reduction). For the actual issue price, subsequently to the book building period, the Chairperson is authorized to consult with the underwriter in taking into consideration the status of the book building and the condition of the issuance market and make a final decision afterward.
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(2) By means of subscription: In accordance with the Company Act, Article 267, 10% to 15% of the new shares issued shall be reserved for subscription by employees of the Company. In accordance with the Securities and Exchange Act, Article 28-1, 10% of the new shares shall be publicly offered, while the remaining 75% to 80% of the new shares shall be offered for subscription to the existing shareholders (based on the shareholders’ register as at the base date of subscription) according to their shareholding percentage. If the subscription is less than one share or there is an insufficient subscription, the Chairperson is authorized to open the purchase of new shares to specific persons according to the issue price. In accordance with the Securities Association Self-Regulatory Regulations, the issue price shall not be lower than 70% of the simple average closing price for either the one, three, or five business days before the price determination base date, after adjustment for any distribution of stock dividends, cash dividends (or capital reduction). For the actual issue price and terms of issuance, the Chairperson is authorized to consult with the underwriter to consider the condition of the market and make a final decision afterward.
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If the Company opts for sponsoring issuance of overseas depositary receipts (hereafter, “GDR”) for cash capital increase:
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The Company proposes to the Annual General Shareholders’ Meeting that depending on the market conditions and the capital needs of the Company, to carry out a cash capital increase by sponsoring the issuance of GDR in accordance with the Articles of Incorporation and the relevant law and regulations. In accordance with the Company Act, Article 267, 10% to 15%
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of the new shares issued shall be reserved for subscription by employees of the Company. In accordance with the Securities and Exchange Act, Article 28-1, the existing shareholders forfeit the subscription rights. All of the remaining new shares shall be publicly offered as the securities of the GDR issuance. For the subscription rights to new shares forfeited by employees, the Company proposes to authorize the Chairperson to open the purchase of new shares to specific persons, or depending on the market need, sponsor the issuance of GDR.
In accordance with the Securities Association Self-Regulatory Regulations, the issue price shall not be lower than 90% of the simple average closing price for either the one, three, or five business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends (or capital reduction). However, for the actual issue price, the Chairperson is authorized to consult with the underwriter in taking into consideration the condition of the market and make a final decision afterward.
To coordinate the issuance of GDR, the Company proposes to authorize the Chairperson or designate a representative to sign agreements or documentation pertaining to the sponsoring of GDR issuance and other relevant matters.
- Pertaining to the proposal of cash capital increase by issuing common shares or issuance plan of GDR, terms and conditions of issuance, quantity, issue price, the total amount of funds to be raised, the purpose of the funds, project particulars, implementation schedule, expected benefits, the record date of the capital increase and other related matters, including amendments made in accordance with instructions from the competent authority or a change in market condition and environment, the Company shall propose to the Annual General Shareholders’ Meeting to authorize the Board of Meeting for the undertaking.
III. In response to market changes, giving rise to a necessity whereby the issue price fall lower than the par value, it is reasonable for the Company to opt not to raise funds via the issuance of bonds due to considerations for maintaining steady management and a secure financial structure. If the issue price is set to be lower than par value, the Company shall comply with the regulations stipulated by the competent authority in
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determining the issue price. After the benefit of a capital increase is evident, the Company's financial structure shall improve substantially, which shall be beneficial to the Company's long-term growth. As such, it shall also be beneficial to the interest of the shareholders.
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IV. If the ceiling of the number of new shares issued is set at 80 million shares, using the outstanding ordinary shares as of February 17, 2025, the maximum share dilution effect shall amount to 9.975%. Considering the funds raised are intended for the development of strategic alliances or the expansion of working capital, it is thus beneficial to the shareholders’ interest. As such, the issue of new shares shall not give rise to a significant share dilution effect.
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V. For the issue price of the issuance (except for fixed price), terms and conditions of issuance, issuance method and other matters, such as the change in law and regulations, the opinion of the competent authority or the change in market conditions, the Company proposes to authorize the Board of Directors to take full charge in managing these matters as applicable.
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VI. This proposal was resolved by the Board of Directors meeting on February 25, 2025.
Resolution:
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Proposal 4: Proposed by the Board of Directors
Cause: Amendment to certain articles of the Company's Articles of Incorporation. Description:
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According to Article 14, Paragraph 6 of the "Regulations Governing Establishment of Internal Control Systems by Public Companies" under the Securities and Exchange Act, companies whose stocks are listed on the Taiwan Stock Exchange or traded on the Taipei Exchange must specify in their Articles of Incorporation matters related to the allocation of a certain percentage of annual profits for salary adjustments or distribution of remuneration to entry-level employees, which must be submitted to the Board of Directors for discussion.
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For comparison table of Amendments to Articles of Incorporation, please see Attachment 6 on page 50 of the Handbook.
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This proposal was resolved by the Board of Directors meeting on February 25, 2025.
Resolution:
[Extraordinary Motions]
[Adjournment]
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[Attachment 1]
HannsTouch Holdings Company
2024 Business Report
I. 2024 Business Report
- (I) Outcome of the business plan:
HannsTouch is a manufacturer of high-end AMOLED touch sensors and E-paper drive backplane dedicated to the development of new production technology, strengthening of cost control capability, enhancement of production efficiency and management of delivery, product quality and yield, thus providing customers with the best technology and services.
In 2024, the global smartphone market showed signs of bottoming out as inflation eased and high prices moderated, leading to some recovery in market demand. The total annual demand for smartphones recovered to more than 1.2 billion units, with a growth rate of 2~3%. For the Rigid AMOLED panel market, Korean brands' strategic planning has gradually shifted panel technology from LCD to AMOLED, increasing overall market demand by approximately 20%. However, due to the sluggish market in 2024, major panel customers implemented in-house manufacturing strategies to improve their factory utilization rates, which significantly reduced external procurement demand. The Company will continue to enhance quality and reduce costs to improve product competitiveness, while developing higher technical level applications for IT products to meet customers' future application needs.
In 2024, the Electronic Shelf Label (ESL) market transitioned from three-color to four-color films. Due to stability issues with film supply quality and adjustment factors as end markets switched products, demand did not reach the original expectation of 380 million units. However, the annual growth rate still exceeded 10%, with total demand reaching 350 million units. As major retailers continue to adopt four-color electronic price tags, the future market compound annual growth rate is expected to maintain at 9-10%. The Company has completed the upgrade to four-color film products and continues to collaborate with customers to develop niche sizes and high screen-to-body ratio technology, continuously enhancing product advantages to ensure competitiveness.
Beyond electronic shelf labels, the company also continues to refine design and process capabilities for thin-film transistor (TFT) driven backplanes, having developed higher-resolution products in 2023, offering clients application solutions for e-readers.
Beyond electronic shelf labels, the company also continues to refine design and process capabilities for thin-film transistor (TFT) driven backplanes, having developed higher-resolution products in 2023, offering clients application solutions for e-readers.
In ensuring sound operational systems and moving towards sustainable management, HannsTouch
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Holdings Company solemnly remembers its corporate and environmental responsibilities, dedicating efforts to promote green products, green manufacturing, responsible supply chains, and a diverse and inclusive workplace culture. The company has committed in its 2021 Corporate Social Responsibility Report to continually improve on significant environmental risk issues such as water resource management, waste management, energy consumption, and greenhouse gas management by 2050, aiming ultimately to achieve carbon neutrality. During this period, we were honored with the Bronze Award of the 4th Annual Enterprises Environment Protection Award (AEEPA) of the Republic of China in 2022 and were recognized with an entry award by the Ministry of Economic Affairs for energy conservation benchmarks in 2023, the power generation facilities installed on renewable energy sources have cumulatively obtained 1,501 green energy certificates in 2024.
Looking forward to 2025 HannsTouch aims to continue enhancing operational performance, creating excellent results with clients on the foundation of stability and integrity, and sharing operational achievements with shareholders.
- (II) Revenues, expenses, and profitability analysis:
| Assessment \ Year | 2023 | 2024 | |
|---|---|---|---|
| Financial structure (%) |
Debt to assets ratio | 32.77 | 36.30 |
| Long-term capital to property, plants and equipment |
136.18 | 129.34 | |
| Solvency (%) | Current ratio | 358.10 | 205.75 |
| Quick ratio | 339.88 | 189.90 | |
| Profitability (%) | Return on assets | -5.85 | -6.14 |
| Return on shareholders’ equity | -9.08 | -9.97 | |
| Net profit margin | -67.5 | -59.87 | |
| Earnings per share (NTD) | -1.12 | -1.10 |
In 2024, the Company's main business activities included the development, research, manufacturing, and sales of touch sensor related products. The Company's net operating revenue for 2024 was NT$1,466,434 thousand, with operating costs of NT$2,131,369 thousand, resulting in a gross operating loss of NT$664,935 thousand and a gross profit margin of -45%. The operating loss was NT$938,660 thousand with an operating loss ratio of -64%. The total comprehensive loss amounted to NT$1,252,044 thousand, with a net loss attributable to owners of the parent company of NT$877,982 thousand.
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(III) Research and development:
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Manufacturing Excellence and Diverse Applications: HannsTouch's 5.5-generation (1300x1500mm) OCTA touch sensor manufacturing facility can meet various product size requirements, with applications including wearable devices, smartphones, tablets and laptops. Our products, compatible
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with Active Matrix Organic Light Emitting Diode (AMOLED) displays used in high-end smartphones and wearable devices, feature narrow bezels, and high transparency. At the same time, we continually refine our optical structure technology and medium-to-large size applications to meet the demands of different application markets.
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HannsTouch has not only excelled in the OCTA touch sensor field but has also entered the electronic price tag thin-film transistor backplane market, with applications in electronic shelf label (ESL) products ranging from 1.54 inches to 10.2 inches. By improving charging efficiency and reducing leakage rate technology, we have enhanced thin-film transistor performance, providing competitive advantages for high-resolution, fast scanning, and low power consumption requirements. We will more actively accommodate customers' innovative needs to become a comprehensive solution provider for electronic paper drive backplanes.
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Forward-Looking Product Outlook: Since 2021, HannsTouch has been developing flexible TFT component process technology, electronic label backplanes, and optical sensor TFT backplanes. Looking ahead, we will focus on integrating relevant technology platforms and establishing design and production process capabilities
II. Summary of the 2025 business plan
For the outlook in 2025, the mobile phone market shows a slight upward reversal, with international brand manufacturers successively launching new models. In 2025, due to price competition between Rigid AMOLED and Flexible AMOLED in the mobile phone market, the annual growth rate is estimated to be negative 4-5%. Besides maintaining its position in the mid-range mobile phone application market, HannsTouch is also actively expanding into IT products such as tablets and laptops. The market estimates that AMOLED integration into medium and large-sized applications will exceed 15 million units in 2025, with a subsequent compound annual growth rate of approximately 20%. Leveraging the trend of AMOLED panels in the IT application market, we will further expand the application range of OCTA products.
In the ESL market, due to the accelerated demand for four-color displays boosting the willingness of end customers to adopt, continuing to expand the product line and opening production bottlenecks will also be a focus for HannsTouch in 2025
To reduce the impact of seasonality and other technical price competition on factory utilization rates for OCTA mobile products, in addition to maintaining market share in e-paper driver backplane products, we continue to expand OCTA applications in medium and large-sized IT products. We expect that increasing the sales proportion of new product applications will fully leverage equipment capacity, optimize the company's sales and operational performance, increase revenue contribution, and enhance production line capacity allocation.
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(I) Business policy:
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The main product line of HannsTouch comprises high-end AMOLED touch sensors. The Company shall continue to upgrade its product and technical specifications in order to actively secure new market share. Further, via its advantage in high precision equipment, the Company shall develop new production and product technologies to increase the overall operating performance and the return on equity.
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In response to international trends, HannsTouch actively ventures into the market for e-paper display driving backplanes, expanding it as the second main product line.
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We continue to cultivate the touch sensor and display market in specialized domains, enhancing the company's technological value and diversifying its business reach.
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Adhering to the business philosophy of continuously improving customer satisfaction, we offer a complete service from the development and design of touch products to product assembly. With flexible production, stable supply, and more competitive costs, we comprehensively enhance corporate competitiveness.
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Using thin-film transistor (TFT) drive backplane technology as a new technology platform, we develop related new products, such as optical fingerprint recognition backplanes, providing customers with more integrated solutions.
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Our goal is to establish a sustainable and robust development operation for our shareholders.
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(II) Expected sales conditions and their basis:
The G5.5 production line, in addition to supplying OCTA products to existing AMOLED customers, aligns with the company's long-term development strategy by selectively expanding the production of thin-film transistor (TFT) drive backplane products to meet the demands of new customers. In 2025 we aim to diversify our customer base, broaden product application areas, mitigate risks, stabilize revenue, and continue to increase market share across various clients.
In 2025, we will continue to provide technology for new application fields, optimize products and services, develop market demand in specialized fields, and satisfy customer requirements.
(III) Key production/sales policies:
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Production policy: We constantly monitor global major political and economic developments, respond to potential market demands and supplier capacity changes, use planned material preparation to increase capacity utilization, and implement flexible production to reduce inventory while meeting customer order timelines as our principle. We maintain awareness of supply chain dynamics and pay attention to personnel, machinery, materials, and methods to achieve effective output.
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Sales policy: We aim to provide high-quality products that satisfy customer needs, pursuing sales goals that create win-win situations for both the company and customers.
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III. Future strategies, impacts of the competitive environment, regulatory environment, and the overall business environment
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(I) HannsTouch Competitive Advantages:
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High quality automated professional production lines
The Company is one of the few businesses globally that has fully automated production plants for manufacturing touch sensors. The building design of the production plants took into consideration accommodating the equipment capacity for fabricating high-end TFT and automated production lines so as to satisfy customer needs for high yield and quality in AMOLED touch sensors and TFT backplane, thus guaranteeing a reliable and steady supply to customers.
To cater to rapid demand change of technology and market, the Company adopts AI to coordinate production scheduling and quality enhancement system so as to increase the management capability of production line. The Company also seeks to consistently improve the business information systems (BIS). From value-adding decision making system for new products to the e-commercialization of procurement, logistics and business management platform systems, and from full automation of production lines to smart monitoring system, the Company consistently take on intellectualization challenges at all frontiers, in hopes of utilizing minimally diversified, rapid and stable production model to increase the customer capability in responding to market changes.
- Competitive advantage in cost reduction
Manufacturing high-quality products and constantly improving yield are fundamental commitments of HannsTouch to its customers. Apart from consistently optimizing the parameters of production allocation and materials, the Company also expands its production capacity, and automates and intellectualizes production lines and procedures to further optimize the production efficiency and increase the overall competitive advantage.
In addition to the touch-control technology, the Company also seeks to develop the fabrication technology of TFT components that are superior to other foundries, allowing platforms of new generation flexible products and technology to gain more competitive advantage and secure new business opportunities in the application market.
The Company shall develop relationships with suppliers of new materials and implement certification standard for Authorized Economic Operator (AEO) to ensure diversification in high quality and steady supplies, reduce production cost and create better profitability. With more experience and better capabilities in maintaining its own production facilities, the Company is able to achieve proper cost control.
- High value-adding technology platform
Apart from generation 5.5 glass backplane with a thickness of 0.25mm, the Company has also
21
managed to make use of narrow linewidth, narrow bezel, high transmittance technology for massproducing OCTA, realizing the application of OCTA for high-end products. Currently, the Company is also providing customers with various verification platforms for new product technologies, assisting the technology development of verification to satisfy the need for product diversification, and product specifications of different customers. So far, we have successfully developed OCTA products in sizes from 0.95 inch to 13.3 inches, to provide customers with further production technology services.
Meanwhile, under the foundation of highly automated and precise equipment, in 2021, with the fabrication technology of TFT components and backplane for ESL display, the Company shall continue to develop the related flexible product technology platform, widening the product application. In 2022, we established a collaborative partnership with customers to create in-display fingerprint recognition products; we undertook a proof of concept trial for glass-substrate products to market to customers, and in 2023, we will conduct a similar test on a flexible substrate for verification, We will develop other biosensors and related projection display devices in 2024.
-
Facing external competitive environment
-
Under projected price competition for Flexible AMOLED, market variables remain significant. Therefore, strengthening management, reducing costs, and responding with precisely planned product lineups is essential.
-
Affected by geopolitical trade war policies, we anticipate increasingly intense competition. We should focus on niche products and creating added product value to avoid falling into vicious price competition.
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High-efficiency operation management
The Company has gained years of experience working with many international mega brands and possesses the most professional fabrication technology and manufacturing management capabilities. The Company has been consistently engaging in quality improvement. Apart from complying with ISO 9001 regulations, the factory has implemented a fully automated functional testing in a scrupulous manner and shall continue to add in more testing equipment with functions strengthened, so as to ensure the utmost quality for the fabrication of products. In the future, the Company shall continue to strengthen smart management and preventive management. Via a consistent effort in optimization of production efficiency and cost reduction, the Company seeks to further improve the overall operation efficiency, and constantly pursue energy conservation along with carbon reduction as the Company works to achieve operating growth whilst contributing to environmental sustainability.
- (II) Future business development strategy:
22
1. Operating model
With a steady customer group and demand, HannsTouch is able to put in place equipment capacity that can cater to product lines of generation 4.5, 5.5 and 6, striving to become a manufacturer of OCTA touch sensors that caters to professional sectors and the sole business that provides AMOLED production lines of multiple generations to customers, thus securing a key role in the supply chain of OCTA market.
To lower the cyclical effect in seasonal demand fluctuation of the consumer smartphone market, increase operating performance and build a steady long-term profitability profile, under the foundation of highly automated and precise equipment, the Company shall develop new TFT components and their fabrication technology and build various new product platforms to add new value to customers.
Furthermore, via internal and external resources and collaboration, the Company widens product applications, expands ESL display, industrial and automobile application markets, develops new application scopes for professional displays, provides more diversified technologies, products and services, and heads toward providing comprehensive solutions. The Company targets to become a supplier of professional sensors and display solutions, thus improving the value-add both internally and externally. Meanwhile, the Company invested in Glorystone Inc. to enter the hospitality industry. Through the new business model developed closer to consumers, it answers to each of the other sectors that the Group is in for defining a more valuable ecology.
2. Technology development
In terms of technology R&D, HannsTouch not only maintains its leading position in the mass production of 0.25mm thin glass, but is also committed to improving the production process of fine line width, producing narrow bezel products; with constant innovation, GOA technology and highend HIAA technology, as well as the full screen with a high screen-to-body ratio are successfully developed. Through the full-scale mass production of these mobile phone technology applications, we have passed the rigorous verifications of customers and become the leading supplier of touch panel products, covering the global major mobile phone brands. In the e-paper label backsheet market, we have adopted a lower mask manufacturing process and continuously pass the verifications of major customers. It is expected that the market share will gradually increase and create a more stable market position for the Company.
With a high level of automation and high-precision equipment, HannsTouch has successfully developed the process technology for thin-film transistor components and flexible substrates with high electron mobility. These technologies are further applied to flexible thin film transistor substrates and optical fingerprint identification sensors to enhance the added value of products. In the future,
23
HannsTouch will cooperate with academia and research institutions, to jointly develop technologies such as flexible charge-coupled device, transparent projection films, and 5G antennas as the expansion of the Company's product lines. Meanwhile, the Company will integrate various technological achievements and commit to the development of new and medical sensor technology to meet the needs of more diverse customers.
- Service model
In response to product diversification, the customer service system is adjusted and customer relations are deeply cultivated. In addition to actively shortening the delivery schedule and improving the yield rate and quality, the Company will focus on marketing strategies and clarify the product development direction, and find new niche markets to meet the new business strategies development. In addition, we will continue to expand the scope of technical services, research the direction of the Company's technology development, provide customers with new value product platforms for establishing more stable customer trust relationships, and further improve the Company's long-term operation and stable performance.
By consistently improving BIS, the Company continues to optimize and intellectualize the product development process to cater to the needs for the diversification of product platforms, shorten the time for product development and delivery, satisfy the needs of customers in shortening the time for a fast-paced cyclical product launch and the design verification of end product brands, provide a comprehensive production profile and secure key parameters of production and products for quick retrospective tracing and feedback.
The Company shall seek to strengthen the professional product management and professionalism of customer service. From improving product design development, mass production and after-sales service, to expediting the response to customers and execution of solutions to problems, and establishing timely reporting mechanism, the Company aims to build a trusting and interactive rapport, understand the production problem facing customers and provide timely and necessary services. Meanwhile, via the collaborative processes, the Company can consistently improve its own capabilities and play key roles in the supply chain, and implement certification standard for AEO, in hopes of becoming a trusting business partner that can gain customers’ approval.
Chairman: WeiHsin Ma
President: WeiHsin Ma Head of Accounting supervisor: Chu-Hsia Wong
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HannsTouch Holdings Company
(Original name: HannsTouch Solution Incorporated) and subsidiaries Declaration concerning consolidated financial statements of affiliated companies
Affiliated enterprises subject to the preparation of consolidated financial statements of affiliated enterprises under “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” were identical to the affiliated companies subject to the preparation of consolidated financial statements under International Financial Reporting Standards No. 10 (IFRS 10) for financial year 2024(from January 1 to December 31, 2024). All mandatory disclosures of the consolidated financial statements of affiliated enterprises have been disclosed in the consolidated financial statements, therefore no separate consolidated financial statements of affiliated enterprises were prepared.
This declaration is solemnly made by
Company name: HannsTouch Holdings Company and Subsidiaries
==> picture [88 x 85] intentionally omitted <==
Person-in-charge: WeiHsin Ma
February 25, 2025
==> picture [104 x 108] intentionally omitted <==
25
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of HannsTouch Holdings Company
Opinion
We have audited the accompanying consolidated balance sheets as of HannsTouch Holdings Company (formerly known as HannsTouch Solution Incorporated) and subsidiaries (the “Group”) as at December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 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, we do not provide a separate opinion on these matters.
Key audit matter for the Group’s 2024 consolidated financial statements is stated as follows:
Key audit matter - Impairment assessment on property, plant and equipment
Description
26
Refer to Notes 4(18), 5(2) and 6(8) for accounting policy applied on impairment of property, plant and equipment, accounting estimates and assumptions applied on the impairment assessment of tangible assets and details of impairment.
The carrying amount of property, plant and equipment accounts for a significant portion of total assets, and panel factories in Mainland China are in the expansion stage in recent years, leading to the global panel overcapacity. Additionally, as the panel industry is significantly affected by the business cycle and its prospects of the industry are subject to a high degree of uncertainty, the Company is exposed to the risk of impairment of assets.
The Group has appointed appraisers to appraise the property, plant and equipment in Tainan and to determine the recoverable amount as the basis for assessing the impairment of property, plant and equipment. Thus, we considered the impairment assessment of property, plant and equipment as a key audit matter.
How our audit addressed the matter:
We understood the basis and process of management’s assessment and performed the following audit procedures in respect of the above key audit matter:
-
Obtained an understanding of the process in relation to the impairment of assets assessed by the management, including the assumption and data source adopted in the assessment.
-
Assessed the appointed appraisers and appraisal firms in conformity with the rules of qualification and independence.
-
Assessed the appropriateness of the valuation methods used in the experts’ appraisal report, the basic assumptions used in the asset value determination process, and the data source.
-
Examined the parameters setting, calculation formula and assessment conclusion of valuation model in the experts’ appraisal report.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of HannsTouch Holdings Company as at and for the years ended December 31, 2024 and 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
27
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform 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 Group’s internal control.
-
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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
28
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Liao, Fu-Ming[Lin, Yung-Chih ]
For and on Behalf of PricewaterhouseCoopers, Taiwan February 25, 2025
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
29
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(1)(4) 6(5) 7 7 6(6) 6(7) and 8 6(2) 6(3) 6(4) 6(8) and 8 6(9) 6(25) 8 |
December 31,2024 AMOUNT % $ 876,347 7 418,037 3 187,500 2 210,204 2 17 - 12,127 - - - 147,791 1 38,923 - 44,559 - 1,935,505 15 242,461 2 816,255 6 140,573 1 9,207,094 72 395,042 3 16,384 - 78,323 1 5,000 - 12,356 - 10,913,488 85 $ 12,848,993 100 |
December 31,2023 | December 31,2023 |
|---|---|---|---|---|
| AMOUNT $ 876,347 418,037 187,500 210,204 17 12,127 - 147,791 38,923 44,559 1,935,505 242,461 816,255 140,573 9,207,094 395,042 16,384 78,323 5,000 12,356 10,913,488 $ 12,848,993 |
AMOUNT $ 1,831,199 297,953 337,438 124,264 760 12,576 143 131,205 46,637 46,983 2,829,158 219,290 590,367 137,461 9,719,302 410,858 19,294 87,639 - 12,881 11,197,092 $ 14,026,250 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventory 1476 Other financial assets - current 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at amortised cost - non-current 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1980 Other financial assets - non-current 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
13 2 3 1 - - - 1 - - |
|||
| 20 | ||||
| 2 4 1 69 3 - 1 - - |
||||
| 80 | ||||
| 100 |
(Continued)
30
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31,2024 December 31,2023 Notes AMOUNT % AMOUNT % 6(2) $ 906 - $ - - 139 - 41 - 418 - 424 - 117,313 1 67,143 1 7 17,779 - 5,011 - 6(11) 304,840 2 301,793 2 7 10,760 - 23 - - - 191 - 33,553 - 30,044 - 6(13) 442,844 4 372,010 3 12,138 - 13,361 - 940,690 7 790,041 6 6(12) 1,500,000 12 1,500,000 11 6(13) 1,816,575 14 1,884,419 13 6(25) 1,771 - 1,131 - 386,725 3 402,214 3 18,693 - 18,693 - 3,723,764 29 3,806,457 27 4,664,454 36 4,596,498 33 6(16) 8,020,105 63 8,020,105 57 6(17) 320,571 2 313,740 2 6(18) 246,879 2 246,879 2 56,519 1 90,461 1 ( 587,986 ) ( 5 ) 256,054 2 ( 390,438 ) ( 3 ) ( 56,519) ( 1) 7,665,650 60 8,870,720 63 4(3) 518,889 4 559,032 4 8,184,539 64 9,429,752 67 9 11 $ 12,848,993 100 $ 14,026,250 100 |
|---|---|
| Current liabilities 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Lease liabilities - current 2320 Long-term liabilities - current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Equity attributable to owners of parent Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings (accumulated deficit) Other equity interest 3400 Other equity interest 31XX Equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
31
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except for loss per share amounts)
| Items | Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT % 6(19) and 7 $ 1,466,434 100 $ 1,331,826 100 6(6)(24) and 7 ( 2,131,369 )( 145)( 2,151,502)( 162) ( 664,935 )( 45)( 819,676)( 62) 6(24) and 7 ( 91,675 ) ( 6) ( 42,631) ( 3) ( 156,427 ) ( 11) ( 175,474) ( 13) ( 25,587 ) ( 2) ( 27,916) ( 2) 12(2) ( 36 ) - 57 - ( 273,725 )( 19)( 245,964)( 18) ( 938,660 )( 64)( 1,065,640)( 80) 6(20) 18,130 1 32,905 3 6(21) 73,914 5 44,144 3 6(22) 30,674 2 103,129 8 6(23) ( 65,479 )( 4)( 62,104)( 5) 57,239 4 118,074 9 ( 881,421 ) ( 60) ( 947,566) ( 71) 6(25) ( 9,945 )( 1)( 3,601) - ($ 891,366 )( 61)($ 951,167)( 71) 6(3) ( $ 361,524 ) ( 24) $ 34,754 2 846 - ( 812) - ($ 360,678 )( 24) $ 33,942 2 ($ 1,252,044 )( 85)($ 917,225)( 69) ($ 877,982 )( 60)($ 899,775)( 67) ($ 13,384 )( 1)($ 51,392)( 4) ($ 1,211,901 )( 82)($ 865,833)( 65) ($ 40,143 )( 3)($ 51,392)( 4) 6(26) ($ 1.10)($ 1.12) ( $ 1.10) ($ 1.12) |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5950 Gross loss from operations Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment (loss) gain 6000 Total operating expenses 6900 Operating loss Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Loss before income tax 7950 Income tax expense 8200 Loss for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8316 Unrealised (losses) gains from investments in equity instruments measured at fair value through other comprehensive income Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8300 Other comprehensive (loss) income for the year 8500 Total comprehensive loss for the year Loss attributable to: 8610 Owners of the parent 8620 Non-controlling interest Comprehensive loss attributable to: 8710 Owners of the parent 8720 Non-controlling interest Loss per share (in dollars) 9750 Basic loss per share 9850 Diluted loss per share |
32
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
Equity attributable to owners of the parent
Year ended December 31, 2023Balance at January 1, 2023Loss for the yearOther comprehensive (loss) incomeTotal comprehensive (loss) incomeAppropriations of 2022 earnings:Legal reserveSpecial reserveDecrease in non-controlling interestsPurchase of treasury stockShare-based paymentsEmployee share purchase planCancellation of treasury stockBalance at December 31, 2023Year ended December 31, 2024Balance at January 1, 2024Loss for the yearOther comprehensive income (loss)Total comprehensive income (loss)Appropriation of 2023 earnings:Reversal of special reservePurchase of treasury stockShare-based paymentsEmployee share purchase planBalance at December 31, 2024 |
Notes6(18)6(29)6(16)6(15)6(16)6(18)6(16)6(15)6(16) |
Common stock$ 8,069,485---------(49,380)$ 8,020,105$ 8,020,105-------$ 8,020,105 |
Capital Reserves |
Capital Reserves |
Capitalsurplus-others$2,971-------207(1 )2,500$5,677$5,677-----6,831-$12,508 |
Re |
tained Earnings |
Unappropriatedretainedearnings$ 1,248,767(899,775)-(899,775)(2,477)(90,461)-----$256,054$256,054(877,982)-(877,982)33,942---($587,986) |
Other Equity InterestExchangedifferences ontranslation offoreignfinancialstatementsUnrealisedgains (losses)from financialassetsmeasured atfair valuethrough othercomprehensiveincome$20($90,481)--(812)34,754(812)34,754--------------($792) ($55,727)($792) ($55,727)--846(334,765)846(334,765)--------$54($390,492) |
Treasury stock($18,264)------(37,738)-7,23148,771$-$-----(25,614)-25,614$- |
Total$ 9,766,854(899,775)33,942(865,833)---(37,738)2077,230-$ 8,870,720$ 8,870,720(877,982)(333,919)(1,211,901)-(25,614)6,83125,614$ 7,665,650 |
Non-controllinginterest |
Total equity |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Capitalsurplus,additionalpaid-incapital |
Capitalsurplus,differencebetweenconsiderationand carryingamount ofsubsidiariesacquired ordisposed$919----------$919$919-------$919 |
Legal reserve$244,402---2,477------$246,879$246,879-------$246,879 |
Specialreserve$-----90,461-----$90,461$90,461---(33,942)---$56,519 |
Exchangedifferences ontranslation offoreignfinancialstatements$20-(812)(812)-------($792)($792)-846846----$54 |
|||||||||||
$309,035---------(1,891)$307,144$307,144-------$307,144 |
$614,364(51,392)-(51,392)--(3,940)----$559,032$559,032(13,384)(26,759)(40,143)----$518,889 |
$ 10,381,218(951,167)33,942(917,225)--(3,940)(37,738)2077,230-$ 9,429,752$ 9,429,752(891,366)(360,678)(1,252,044)-(25,614)6,83125,614$ 8,184,539 |
33
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax Adjustments Adjustments to reconcile profit (loss) Expected credit loss (gain) on doubtful accounts Depreciation Amortisation Interest expense Share-based payments cost Interest income Loss on lease modification Dividend income Gain on disposals of property, plant and equipment Gain on financial assets at fair value through profit or loss Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventory Other current assets Changes in operating liabilities Current contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Cash outflow generated from operations Interest received Dividends received Interest paid Income taxes refund received Net cash flows used in operating activities |
YearendedDecember31 Notes 2024 2023 ( $ 881,421 ) ( $ 947,566 ) 12(2) 36 ( 57 ) 6(24) 708,195 958,501 6(24) 7,643 10,533 6(23) 65,479 62,104 6(15) 6,902 229 6(20) ( 18,130 ) ( 32,905 ) 6(9)(22) - 76 6(21) ( 30,414 ) ( 9,242 ) 6(22) ( 3,616 ) ( 1,970 ) 6(2)(22) ( 20,212 ) ( 99,582 ) ( 122,828 ) ( 88,302 ) ( 85,976 ) 168,747 743 ( 643 ) ( 1,855 ) 7,021 143 ( 143 ) ( 16,586 ) 40,927 658 ( 14,194 ) 98 41 ( 6 ) ( 78 ) 50,170 ( 74,226 ) 12,768 ( 8,047 ) 55,373 ( 15,509 ) 6 ( 17 ) ( 1,223 ) 6,709 ( 274,053 ) ( 37,593 ) 18,614 32,487 30,414 9,242 ( 65,429 ) ( 52,741 ) 3,122 16,181 ( 287,332 ) ( 32,424 ) |
|---|---|
(Continued)
34
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of non-current financial assets at fair value through profit or loss Proceeds from disposal of non-current financial assets at fair value through profit or loss Acquisition of financial assets at fair value through other comprehensive income Acquisition of current financial assets at amortised cost Proceeds from disposal of current financial assets at amortised cost Acquisition of non-current financial assets at amortised cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current assets Decrease (increase) in other financial assets - current Increase in other non-current financial assets Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt Repayment of long-term debt Repayment of lease liabilities Payments to acquire treasury shares Increase in non-controlling interests Treasury shares sold to employees Net cash flows (used in) from financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
YearendedDecember31 Notes 2024 2023 $ - ( $ 10,000 ) 691 - ( 587,412 ) ( 1,792 ) ( 508,000 ) - 658,229 443,562 ( 3,112 ) ( 527 ) 6(27) ( 203,472 ) ( 415,801 ) 5,550 11,415 ( 4,591 ) ( 5,930 ) ( 117 ) ( 1,683 ) 7,714 ( 1,606 ) ( 5,000 ) - ( 639,520 ) 17,638 6(28) 600,000 281,140 6(28) ( 597,010 ) ( 175,254 ) 6(28) ( 31,474 ) ( 39,120 ) 6(16) ( 25,614 ) ( 37,738 ) 4(3) and 6(29) - ( 3,940 ) 25,543 7,208 ( 28,555 ) 32,296 555 ( 812 ) ( 954,852 ) 16,698 6(1) 1,831,199 1,814,501 6(1) $ 876,347$ 1,831,199 |
|---|---|
35
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of HannsTouch Holdings Company
Opinion
We have audited the accompanying parent company only balance sheets as of HannsTouch Holdings Company (formerly known as HannsTouch Solution Incorporated) as at December 31, 2024 and 2023, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of HannsTouch Holdings Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 parent company only financial statements section of our report. We are independent of HannsTouch Holdings Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of HannsTouch Holdings Company’s 2024 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matter for HannsTouch Holdings Company’s 2024 parent company only financial statements are stated as follows:
Key audit matter - Impairment assessment on property, plant and equipment
Description
Refer to Notes 4(19), 5(2) and 6(9) for accounting policy applied on impairment of property, plant and equipment, accounting estimates and assumptions applied on the impairment assessment of tangible assets and details of impairment.
36
The carrying amount of property, plant and equipment accounts for a significant portion of total assets, and panel factories in Mainland China are in the expansion stage in recent years, leading to the global panel overcapacity. Additionally, as the panel industry is significantly affected by the business cycle and its prospects of the industry are subject to a high degree of uncertainty, the Company is exposed to the risk of impairment of assets.
The Company has appointed appraisers to appraise the property, plant and equipment in Tainan and to determine the recoverable amount as the basis for assessing the impairment of property, plant and equipment. Thus, we considered the impairment assessment of property, plant and equipment as a key audit matter.
How our audit addressed the matter:
We understood the basis and process of management’s assessment and performed the following audit procedures in respect of the above key audit matter:
-
Obtained an understanding of the process in relation to the impairment of assets assessed by the management, including the assumption and data source adopted in the assessment.
-
Assessed the appointed appraisers and appraisal firms in conformity with the rules of qualification and independence.
-
Assessed the appropriateness of the valuation methods used in the experts’ appraisal report, the basic assumptions used in the asset value determination process, and the data source.
-
Examined the parameters setting, calculation formula and assessment conclusion of valuation model in the experts’ appraisal report.
37
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 HannsTouch Holdings Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate HannsTouch Holdings Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing HannsTouch Holdings Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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:
-
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.
-
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 HannsTouch Holdings Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on HannsTouch Holdings Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
38
of our auditors’ report. However, future events or conditions may cause HannsTouch Holdings Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial 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 HannsTouch Holdings Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
Liao, Fu-Ming[Lin, Yung-Chih ]
For and on Behalf of PricewaterhouseCoopers, Taiwan February 25, 2025
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
39
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(1)(4) 6(5) 7 7 6(6) 6(7) and 8 6(2) 6(3) 6(4) 6(8) 6(9), 7 and 8 6(10) 6(12) and 8 6(26) 8 |
December 31, 2024 AMOUNT % $ 558,159 5 297,382 3 50,000 - 203,160 2 54,219 - 7,890 - 1,708 - 145,972 1 37,244 - 36,984 - 1,392,718 11 242,461 2 592,907 5 90,573 1 611,259 5 3,213,661 26 267,604 2 5,651,812 47 15,339 - 78,323 1 5,000 - 953 - 10,769,892 89 $ 12,162,610 100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
| AMOUNT $ 558,159 297,382 50,000 203,160 54,219 7,890 1,708 145,972 37,244 36,984 1,392,718 242,461 592,907 90,573 611,259 3,213,661 267,604 5,651,812 15,339 78,323 5,000 953 10,769,892 $ 12,162,610 |
AMOUNT $ 1,263,828 279,805 - 119,333 55,427 11,432 1,310 130,360 46,146 40,055 1,947,696 219,290 590,367 87,461 720,262 3,652,294 266,825 5,690,258 18,952 87,639 - 841 11,334,189 $ 13,281,885 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net 1200 Other receivables 1210 Other receivables - related parties 130X Inventory 1476 Other financial assets - current 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at amortised cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property - net 1780 Intangible assets 1840 Deferred income tax assets 1980 Other financial assets - non-current 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
10 2 - 1 1 - - 1 - - |
|||
| 15 | ||||
| 2 4 1 5 27 2 43 - 1 - - |
||||
| 85 | ||||
| 100 |
40
HANNSTOUCH HOLDINGS COMPANY (FORMERLY HANNSTOUCH SOLUTION INCORPORATED) PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2024 December 31, 2023 Notes AMOUNT % AMOUNT % 6(2) $ 906 - $ - - 6(21) 139 - 41 - 418 - 424 - 114,431 1 63,843 - 7 17,779 - 5,011 - 6(13) 286,365 2 276,225 2 7 10,768 - 464 - 16,841 - 15,122 - 6(15) 442,844 4 372,010 3 3,416 - 8,990 - 893,907 7 742,130 5 6(14) 1,500,000 13 1,500,000 12 6(15) 1,816,575 15 1,884,419 14 6(26) 1,771 - 1,131 - 264,166 2 262,944 2 7 20,541 - 20,541 - 3,603,053 30 3,669,035 28 4,496,960 37 4,411,165 33 6(18) 8,020,105 66 8,020,105 60 6(19) 320,571 3 313,740 2 6(20) 246,879 2 246,879 2 56,519 - 90,461 1 ( 587,986 ) ( 5 ) 256,054 2 ( 390,438 ) ( 3 ) ( 56,519) - 7,665,650 63 8,870,720 67 9 11 $ 12,162,610 100 $ 13,281,885 100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|
| % | |||
| Current liabilities 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2280 Lease liabilities - current 2320 Long-term liabilities - current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings (accumulated deficit) Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
- - - - - 2 - - 3 - |
||
| 5 | |||
| 12 14 - 2 - |
|||
| 28 | |||
| 33 | |||
| 60 2 2 1 2 - |
|||
| 67 | |||
| 100 |
41
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except for loss per share amounts)
| Items 4000 Sales revenue 5000 Operating costs 5950 Loss from operations Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment (loss) gain 6000 Total operating expenses 6900 Operating loss Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit or loss of associates and joint ventures accounted for using equity method, net 7000 Total non-operating income and expenses 7900 Loss before income tax 7950 Income tax (expense) benefit 8200 Loss for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8316 Unrealised (losses) gains from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive loss of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8310 Other comprehensive (loss) income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8300 Other comprehensive (loss) income for the year 8500 Total comprehensive loss for the year Loss per share (in dollars) 9750 Basic loss per share 9850 Diluted loss per share |
Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT % 6(21) and 7 $ 1,280,873 100 $ 1,253,509 100 6(6)(25) and 7 ( 2,013,863 )( 157)( 2,061,191)( 165) ( 732,990 )( 57)( 807,682)( 65) 6(25) and 7 ( 22,558 ) ( 2) ( 25,535) ( 2) ( 116,052 ) ( 9) ( 112,227) ( 9) ( 25,587 ) ( 2) ( 27,916) ( 2) 12(2) ( 36 ) - 57 - ( 164,233 )( 13)( 165,621)( 13) ( 897,223 )( 70)( 973,303)( 78) 6(22) 9,862 1 21,039 2 6(23) 64,661 5 43,593 4 6(24) and 7 37,628 3 106,054 8 7 ( 62,815 ) ( 5) ( 59,158) ( 5) 6(8) ( 20,139 )( 2)( 38,001)( 3) 29,197 2 73,527 6 ( 868,026 ) ( 68) ( 899,776) ( 72) 6(26) ( 9,956 )( 1) 1 - ($ 877,982 )( 69)($ 899,775)( 72) 6(3) ( $ 245,055 ) ( 19) $ 34,754 3 6(8) ( 89,710 )( 7) - - ( 334,765 )( 26) 34,754 3 6(8) 846 - ( 812) - ($ 333,919 )( 26) $ 33,942 3 ($ 1,211,901)( 95)($ 865,833)( 69) 6(27) ($ 1.10)($ 1.12) ( $ 1.10) ($ 1.12) |
|---|---|
42
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31, 2023 Balance at January 1, 2023 Loss for the year Other comprehensive (loss) income Total comprehensive (loss) income Appropriations of 2022 earnings: Legal reserve Special reserve Purchase of treasury stock Share-based payments Employee share purchase plan Cancellation of treasury stock Balance at December 31, 2023 Year ended December 31, 2024 Balance at January 1, 2024 Loss for the year Other comprehensive income (loss) Total comprehensive income (loss) Appropriation of 2023 earnings: Reversal of special reserve Purchase of treasury stock Share-based payments Employee share purchase plan Balance at December 31, 2024 |
Notes | Share capital - commonstock |
Capital Reserves | Retained Earnings | Other EquityInterest | Other EquityInterest | Other EquityInterest | Other EquityInterest | Treasury stock | Totalequity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional paid-in capital |
Capital surplus, difference between consideration and carrying amount of subsidiaries acquired or disposed |
Others | Legal reserve | Special reserve | Unappropriated retained earnings (accumulated deficit) |
Financial statements translation differences of foreignoperations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
||||||||||||||||
| 6(20) 6(18) 6(18) 6(20) 6(18) 6(17) 6(18) |
$ 8,069,485 - - - - - - - - ( 49,380 ) $ 8,020,105 $ 8,020,105 - - - - - - - $ 8,020,105 |
$ 309,035 - - - - - - - - ( 1,891 ) $ 307,144 $ 307,144 - - - - - - - $ 307,144 |
$ 919 - - - - - - - - - $ 919 $ 919 - - - - - - - $ 919 |
$ 2,971 - - - - - - 207 ( 1 ) 2,500 $ 5,677 $ 5,677 - - - - - 6,831 - $ 12,508 |
$ 244,402 - - - 2,477 - - - - - $ 246,879 $ 246,879 - - - - - - - $ 246,879 |
$ - - - - - 90,461 - - - - $ 90,461 $ 90,461 - - - ( 33,942 ) - - - $ 56,519 |
$ 1,248,767 ( 899,775 ) - ( 899,775 ) ( 2,477 ) ( 90,461 ) - - - - $ 256,054 $ 256,054 ( 877,982 ) - ( 877,982 ) 33,942 - - - ($ 587,986 ) |
$ 20 - ( 812 ) ( 812 ) - - - - - - ($ 792 ) ($ 792 ) - 846 846 - - - - $ 54 |
($ 90,481 ) - 34,754 34,754 - - - - - - ($ 55,727 ) ($ 55,727 ) - ( 334,765 ) ( 334,765 ) - - - - ($ 390,492 ) |
($ 18,264 ) - - - - - ( 37,738 ) - 7,231 48,771 $ - $ - - - - - ( 25,614 ) - 25,614 $ - |
$ 9,766,854 ( 899,775 ) 33,942 ( 865,833 ) - - ( 37,738 ) 207 7,230 - $ 8,870,720 $ 8,870,720 ( 877,982 ) ( 333,919 ) ( 1,211,901 ) - ( 25,614 ) 6,831 25,614 $ 7,665,650 |
43
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Expected credit loss (gain) on doubtful accounts Amortisation Interest expense Interest income Dividend income Share-based payments cost Gain on financial assets at fair value through profit or loss Share of loss of associates and joint ventures accounted for under equity method Gain on disposals of property, plant and equipment Gain on lease modification Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventory Other current assets Changes in operating liabilities Current contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Other non-current liabilities Cash (outflow) inflow generated from operations Interest received Dividends received Interest paid Income taxes refund received Net cash flows (used in) from operating activities |
Year ended December 31 Notes 2024 2023 ( $ 868,026 ) ( $ 899,776 ) 6(25) 643,700 903,188 12(2) 36 ( 57 ) 6(25) 6,414 9,778 62,815 59,158 6(22) ( 9,862 ) ( 21,039 ) 6(23) ( 21,504 ) ( 9,094 ) 6(17) 6,902 229 6(2)(24) ( 27,629 ) ( 96,174 ) 6(8) 20,139 38,001 6(24) ( 3,616 ) ( 2,282 ) 6(24) - ( 3 ) ( 12,904 ) ( 85,904 ) ( 83,863 ) 170,293 1,208 ( 1,409 ) ( 1,855 ) 3,796 ( 398 ) ( 867 ) ( 15,612 ) 40,988 3,246 ( 7,144 ) 98 41 ( 6 ) ( 78 ) 50,588 ( 75,167 ) 12,768 ( 8,047 ) 50,613 ( 17,253 ) ( 427 ) 217 ( 5,574 ) 5,255 - 1,848 ( 192,749 ) 8,498 11,695 20,633 21,504 9,094 ( 62,765 ) ( 52,734 ) 3,389 19,920 ( 218,926 ) 5,411 |
|---|---|
(Continued)
44
HANNSTOUCH HOLDINGS COMPANY
(FORMERLY HANNSTOUCH SOLUTION INCORPORATED) PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial instruments at fair value through profit or loss Acquisition of non-current financial assets at fair value through other comprehensive income Increase in current financial assets at amortised cost Increase in non-current financial assets at amortised cost Proceeds from disposal of financial instruments at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Acquisition of investment property Decrease (increase) in other current financial assets Increase in other non-current assets Increase in other financial assets - non-current Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt Repayment of long-term debt Repayment of lease liabilities Exercise of employee stock options Payments to acquire treasury shares Net cash flows (used in) from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2024 2023 $ - ( $ 7,095 ) ( 247,595 ) ( 1,792 ) ( 50,000 ) - ( 3,112 ) ( 527 ) 691 - 6(28) ( 178,848 ) ( 381,101 ) 5,550 11,416 ( 3,585 ) ( 5,776 ) 6(28) - ( 1,491 ) 8,902 ( 1,165 ) ( 112 ) ( 140 ) ( 5,000 ) - ( 473,109 ) ( 387,671 ) 6(29) 600,000 281,140 6(29) ( 597,010 ) ( 175,254 ) 6(29) ( 16,553 ) ( 21,346 ) 25,543 7,208 6(18) ( 25,614 ) ( 37,738 ) ( 13,634 ) 54,010 ( 705,669 ) ( 328,250 ) 6(1) 1,263,828 1,592,078 6(1) $ 558,159 $ 1,263,828 |
|---|---|
45
[Attachment 2]
HannsTouch Holdings Company
Audit Committee’s review report
We have reviewed the Company's 2024 business report, financial statements, and schedule of profit distribution and loss compensation prepared by the Board of Directors. The financial statements have been audited by CPAs Fu-Ming Liao and Yung-Chih of PriceWaterhouseCoopers Taiwan, who have issued an independent auditor's report. The Audit Committee found no misstatement in the above business report, financial statements or schedule of profit distribution and loss compensation and hereby issues its report as presented above in accordance with the Securities and Exchange Act and the Company Act.
For
2025 General Shareholders' Meeting
Audit Committee convener:
==> picture [154 x 75] intentionally omitted <==
February 25, 2025
46
[Attachment 3]
Details and amount of 2024 remuneration to the individual directors of HannsTouch Holdings Company
March 31, 2024; Unit: NT$ thousand
| Title | Name | Directors' compensation | Directors' compensation | Directors' compensation | Directors' compensation | Directors' compensation | Directors' compensation | Directors' compensation | Directors' compensation | Sum of A, B, C and D as a percentage of net income (%) |
Sum of A, B, C and D as a percentage of net income (%) |
Compensation rec | Compensation rec | Compensation rec | Compensation rec | eived as employee | eived as employee | eived as employee | eived as employee | Sum of A, B, C, D, E, F, and G as a percentage of net income (%) |
Sum of A, B, C, D, E, F, and G as a percentage of net income (%) |
Compensation from parent company or business investments other than subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Benefits (A) | Pension (B) | Director remuneration (C) (Proposed amount) |
Fees for services rendered (D) |
Salaries, bonuses, special allowances etc. (E) |
Severance payment and pension (F) |
Compensation to employees (G) (Proposed amount) |
||||||||||||||||
| The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company |
All companies included in the financial statements |
|||||
Amount paid in cash |
Amount paid in shares |
Amount paid in cash |
Amount paid in shares |
|||||||||||||||||||
| Chairperson | WeiHsin Ma | 240 | 240 | - | - | - | - | 70 | 70 | -0.04 | -0.04 | 11,477 | 11,477 | - | - | - | - | - | - | -1.34 | -1.34 | 240 |
| Director | Hua Li Investment |
240 | 240 | - | - | - | - | -0.03 | -0.03 | - | - | - | - | - | - | - | - | -0.03 | -0.03 | |||
| RepresentativeYu Chi Chiao |
- | - | - | - | 60 | 60 | -0.01 | -0.01 | - | - | - | - | - | - | - | - | -0.01 | -0.01 | 14,627 | |||
| Director | TsuKang Yu | 100 | 100 | - | - | - | - | 30 | 30 | -0.01 | -0.01 | - | - | - | - | - | - | - | - | -0.01 | -0.01 | |
| Director | Bing-Yi Shih | 140 | 140 | - | - | - | - | 48 | 48 | -0.02 | -0.02 | - | - | - | - | - | - | - | - | -0.04 | -0.04 | |
| Director | ChihChung Chou | 240 |
240 | - | - | - | - | 78 | 78 | -0.04 | -0.04 | - | - | - | - | - | - | - | - | -0.02 | -0.02 | |
| Independent Director |
TienShang Chang |
430 | 430 | - | - | - | - | 62 | 62 | -0.06 | -0.06 | - | - | - | - | - | - | - | - | -0.06 | -0.06 | |
| Independent Director |
TingWong Cheng | 430 |
430 | - | - | - | - | 72 | 72 | -0.06 | -0.06 | - | - | - | - | - | - | - | - | -0.06 | -0.06 | |
| Independent Director |
JinFu Chang | 430 | 430 | - | - | - | - | 70 | 70 | -0.06 | -0.06 | - | - | - | - | - | - | - | - | -0.06 | -0.06 | |
| Independent Director |
TsungHan Tsai | 430 | 430 | - | - | - | - | 70 | 70 | -0.06 | -0.06 | - | - | - | - | - | - | - | - | -0.06 | -0.06 | |
| T | otal | 2,680 | 2,680 | - | - | 560 | 560 | -0.39 | -0.39 | 11,477 | 11,477 | - | - | - | - | -1.69 | -1.69 | 14,867 | ||||
| 1. Please explain the policy, system, standards and structure by which independent director compensation is paid, and association between the amount paid and independent directors' responsibilities, risks, and time committed: 2. The Company has developed its director (including independent director) compensation policy according to The Company Act and Articles of Incorporation. Compensation package is proposed by the Remuneration Committee after taking into consideration the Company's operating strategies, profitability, future prospects, the industry environment, and performance of individual directors, and is executed with the approval of the board of directors. 3. Compensation received by director for providing services (e.g. assuming consultant positions of non-employee nature in the parent company/any company included in the financial statements/investment companies) in the last year, except those disclosed in the above table: None. 4. The remuneration information disclosed in the table differs from the information produced for taxation purposes. Thus, the table serves disclosure purposes, and not taxation use. |
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[Attachment 4]
HannsTouch Holdings Company
Status Report on Offering of Unsecured Ordinary Corporate Bonds
| Name of bonds | 2021 tranche A, B and C of first secured ordinary corporate bonds, HannsTouch Holdings Company |
2021 second secured ordinary corporate bonds, HannsTouch Holdings Company |
|---|---|---|
| Rationale of offering |
Boost operational capital and repay bank loans. | Boost operational capital and repay bank loans. |
| Approval document no. |
Application was approved by Taipei Exchange per Taipei Exchange-Bond (TEB) Document No. 11000062631 dated June 24, 2021. TEB Document No. 11000066332 dated June 30, 2021 approved OTC trading starting July 5, 2021. On July 13, 2023, the Letter Zheng-Guei-Zhai- Zhi No.11200069872 approved the renaming of corporate bonds; the beginning date of OTC tradingof new bonds: September 1,2023. |
Application was approved by Taipei Exchange per Taipei Exchange-Bond (TEB) Document No. 11000126981 dated November 17, 2021. TEB Document No. 11000134452 dated November 25, 2021 approved OTC trading starting November 26, 2021. On July 13, 2023, the Letter Zheng-Guei-Zhai- Zhi No.11200069872 approved the renaming of corporate bonds; the beginning date of OTC tradingof new bonds: September 1,2023. |
| Abbreviation of bonds |
P10 HannsTouch 1A P10 HannsTouch 1B P10 HannsTouch 1C |
P10 HannsTouch 2 |
| Listingof bonds | OTC | OTC |
| Total value of issuance |
Tranche A: NT$300,000,000 Tranche B: NT$300,000,000 Tranche C: NT$300,000,000 Total: NT$900,000,000 |
NT$600,000,000 |
| Duration of issuance |
2021/07/05~2026/07/05 | 2021/11/26~2026/11/26 |
| Coupon rate | Fixed rate at 0.51% | Annual fixed rate at 0.57% |
| Repayment of principal |
Bullet payment at maturity. | Bullet payment at maturity. |
| Rationale of offering |
Boost operational capital and repay bank loans. | Boost operational capital and repay bank loans. |
| Guarantor | Tranche A: Mega International Commercial Bank Co., Ltd. Tranche B: Hua Nan Commercial Bank Co., Ltd. Tranche C: Taishin International Bank Co. Ltd. |
Taiwan Shin Kong Commercial Bank Company Ltd. |
| Trustee | Bank SinoPac | Taishin International Bank Co. Ltd. |
| Main underwriter | The Capital Securities Corp. | MasterLink Securities Corporation |
| Transfer agent | Shareholder Service Office, HannsTouch Holdings Company |
Shareholder Service Office, HannsTouch Holdings Company |
| Trading target | Limited to professional investors subjecting to Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds |
Limited to professional investors subjecting to Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds |
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[Attachment 5]
HannsTouch Holdings Company
Fund Utilization Plan, Progress and Expected Benefits for Cash Capital Increase
-
I. Fund utilization plan and capital needed
-
To develop strategic alliances and expand working capital, the Company requires approximately NT$720 million.
-
II. Source of capital
Within the issuance limit of 80 million shares, the Company proposes to carry out a cash capital increase by issuing common shares through private placement, public offering, or a combination of both. The Company expects to raise approximately NT$720 million in funds. III. Fund utilization progress
| nd utilization progress | |||
|---|---|---|---|
| Unit: NTD thousands | |||
| Expected time of completion |
Total capital needed | Expected fund utilization progress | |
| 2025 | 2026 | ||
| Fourth quarter | First quarter | ||
| Q3, 2025 | 720,000 | 400,000 | 320,000 |
- IV. Expected benefits
Using the average long-term loan interest rate of 2.091%, the Company is expected to save an interest expense of approximately NT$15,055 thousand.
49
[Attachment 6] Comparison Table of Amendments to Articles of Incorporation
Comparison Table of Amendments to Articles of Incorporation
| Content before adjustments | Content after adjustments | Revised description |
|
|---|---|---|---|
| Article 29 If the Company has profits during the fiscal year, it shall allocate between 0.001% and 15% as employee remuneration and no more than 2% as director remuneration. However, when the Company still has accumulated losses, the amount to cover such losses shall be reserved in advance. The distribution of the aforementioned employee compensation, whether in the form of stocks or cash, shall be determined by the resolution passed by the Board of Directors. The recipients of the employee compensation include eligible employees of the entities controlled by the Company or subordinate companies which have fulfilled certain criteria, as stipulated by the Board of Directors or the authorized personnel to set the said criteria. The above director's remuneration can only be paid in cash. The Board of Directors shall be authorized to determine the definition of “entities controlled by the Company or subordinate companies which have fulfilled certain criteria”; or the Board of Directors shall appoint the Chairperson to do so. The Director(s) or shareholder(s) who is (are) designated to conduct the business operations of the Company shall authorize the Board of Directors to disburse salary or honorarium according to the industry standard, regardless of whether the Company is profitable or otherwise. |
Article 29 If the Company has profits during the fiscal year, it shall allocate between 0.001% and 15% as employee remuneration and no more than 2% as director remuneration,[and shall legally allocate between 0.001% and 15% for base-level employee salary adjustments or remuneration distribution].However, when the Company still has accumulated losses, the amount to cover such losses shall be reserved in advance. The distribution of the aforementioned employee compensation, whether in the form of stocks or cash, shall be determined by the resolution passed by the Board of Directors. The recipients of the employee compensation include eligible employees of the entities controlled by the Company or subordinate companies which have fulfilled certain criteria, as stipulated by the Board of Directors or the authorized personnel to set the said criteria. The above director's remuneration can only be paid in cash. The Board of Directors shall be authorized to determine the definition of “entities controlled by the Company or subordinate companies which have fulfilled certain criteria”; or the Board of Directors shall appoint the Chairperson to do so. The Director(s) or shareholder(s) who is (are) designated to conduct the business operations of the Company shall authorize the Board of Directors to disburse salary or honorarium according to the industry standard, regardless of whether the Company is profitable or otherwise. |
Amended according to Article 14, Paragraph 6 of the Securities and Exchange Act. |
|
| Article 35 The Articles of Incorporation were established on September 8, 1999. The 1st amendment was made on October 22, 1999. The 2nd amendment was made on March 1, 2000. The 3rd amendment was made on May 3, 2001. The 4th amendment was made on April 8, 2002. The 5th amendment was |
Article 35 The Articles of Incorporation were established on September 8, 1999. The 1st amendment was made on October 22, 1999. The 2nd amendment was made on March 1, 2000. The 3rd amendment was made on May 3, 2001. The 4th amendment was made on April 8, 2002. The 5th amendment was |
Added the date of amendment. |
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| Content before adjustments | Content after adjustments | Revised description |
|
|---|---|---|---|
| made on July 11, 2002. The 6th amendment was made on April 24, 2003. The 7th amendment was made on April 23, 2004. The 8th amendment was made on April 28, 2005. The 9th amendment was made on June 15, 2006. The 10th amendment was made on June 15, 2007. The 11th amendment was made on June 13, 2008. The 12th amendment was made on June 16, 2009. The 13th amendment was made on June 15, 2010. The 14th amendment was made on June 15, 2011. The 15th amendment was made on June 18, 2012. The 16th amendment was made on May 30, 2014. The 17th amendment was made on June 3, 2015. The 18th amendment was made on June 7, 2016. The 19th amendment was made on June 12, 2019. The 20th amendment was made on May 24, 2022. The 21st amendment was made on May 29, 2023. |
made on July 11, 2002. The 6th amendment was made on April 24, 2003. The 7th amendment was made on April 23, 2004. The 8th amendment was made on April 28, 2005. The 9th amendment was made on June 15, 2006. The 10th amendment was made on June 15, 2007. The 11th amendment was made on June 13, 2008. The 12th amendment was made on June 16, 2009. The 13th amendment was made on June 15, 2010. The 14th amendment was made on June 15, 2011. The 15th amendment was made on June 18, 2012. The 16th amendment was made on May 30, 2014. The 17th amendment was made on June 3, 2015. The 18th amendment was made on June 7, 2016. The 19th amendment was made on June 12, 2019. The 20th amendment was made on May 24, 2022. The 21st amendment was made on May 29, 2023.The 22nd amendment was made on June 5, 2025. |
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HannsTouch Holdings Company Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company shall be incorporated under the Company Act and its name shall be “ 精金科技股份有限 公司 ” in Chinese. The English name is HannsTouch Holdings Company.”
Article 2: The scope of business of the Company shall be as follows:
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C801030 Precision Chemical Material Manufacturing
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CB01010 Mechanical Equipment Manufacturing
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CC01080 Electronics Components Manufacturing
-
CC01090 Manufacturer of Batteries and Accumulators
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CE01030 Optical Instruments Manufacturing (limited to offsite production operation)
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E602011 Refrigeration and Air Conditioning Engineering (limited to offsite production operation)
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F113010 Wholesale of Machinery (limited to offsite production operation)
-
F113020 Wholesale of Electrical Appliances (limited to offsite production operation)
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F113030 Wholesale of Precision Instruments (limited to offsite production operation)
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F113110 Wholesale of Batteries (limited to offsite production operation)
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F119010 Wholesale of Electronic Materials (limited to offsite production operation)
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F219010 Retail Sale of Electronic Materials (limited to offsite production operation)
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F401010 International Trade
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IG03010 Energy Technical Services
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F213010 Retail Sale of Electrical Appliances (limited to offsite production operation)
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H703100 Real Estate Leasing (limited to offsite production operation)
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ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
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(1) Large-size color filters and the related raw material;
-
(2) Solar cell module
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(3) Touch-control liquid-crystal display (LCD);
-
(4) International trading business related to the aforementioned products.
Article 3: The total investment of the Company in other companies is not restricted by the Company Act, Article 13, which stipulates that the total amount of its investments shall not exceed 40% of the amount of its own paid-up capital. The Company shall be allowed to provide a guarantee for an external party in the industry.
- Article 4: The Company shall establish its head office in Southern Taiwan Science Park. Where necessary, the Company shall establish subsidiaries, offices or factories at appropriate locations within or without the territory of the Republic of China in accordance with the resolution passed by the Board of Directors.
Chapter 2 Shares
- Article 5: The total capital stock of the Company shall be in the amount of 20,000,000,000 New Taiwan Dollars, divided into 2,000,000,000 shares, at ten New Taiwan Dollars each. The Board of Directors is authorized to issue the unissued stocks in batches according to business needs. For the above total capital stock,
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| 1,300,000,000 New Taiwan Dollars shall be reserved for issuing employee stock options, for a total of | |
|---|---|
| 130,000,000, at ten New Taiwan Dollars each. The Board of Directors is authorized to issue the unissued | |
| stocks in batches according to business needs. | |
| Article 6: | The Company shall be exempted from printing any share certificate for the shares issued. If, however, |
| the Company decides to print share certificates for shares issued, they shall be name-bearing share | |
| certificates and the Company shall comply with relevant provisions of the Company Act and relevant | |
| rules and regulations for the issuance. | |
| Article 7: | (Deleted) |
| Article 8: | For the transfer of shares, the transferor and transferee shall submit an application for the transfer to the |
| Company. | |
| Article 9: | Assignment or transfer of shares shall not be set up as a defense against the issuing company unless the |
| name or title and residence or domicile of the assignee or transferee have been recorded in the shareholder | |
| register. | |
| Article 10: | Unless otherwise provided, the Company shall conduct the stock matters in accordance with the law and |
| regulations as stipulated by the competent authority. | |
| Article 11: | (Deleted) |
| Article 12: | Registration for transfer of shares shall be suspended within sixty (60) days prior to a convening date of |
| a regular shareholders’ meeting, or within thirty (30) days prior to a convening date of a special | |
| shareholders’ meeting, or within five (5) days prior to the record date scheduled by the Company for | |
| distribution of dividends, bonuses, or other benefits. | |
| Chapter 3 Shareholders' Meeting | |
| Article 13: | There are two types of shareholders’ meetings for the Company, namely: (1) regular meeting and (2) |
| special meeting. Regular meetings shall be convened by the Board of Directors within six (6) months | |
| after the close of each fiscal year. The shareholders shall be notified 30 days prior to the regular meeting. | |
| Extraordinary meetings shall be convened when necessary. The shareholders shall be notified 15 days | |
| prior to the special meeting. | |
| For Shareholders’ Meeting, the Company may hold by means of a visual communication network or | |
| other methods as promulgated by the central competent authority. | |
| Article 13-1 | For the shareholders’ meeting, a shareholder holding 1% or more of the total number of issued shares |
| may submit to the Company a written proposal for discussion at a regular shareholders' meeting during | |
| the time period allowed as announced by the Company, The acceptance of shareholders’ proposals shall | |
| be conducted in accordance with the Company Act and other law and regulations. | |
| Article 14: | In event of the shareholder is unable to attend the shareholders’ meeting in person, he or she may appoint |
| a proxy to attend on his or her behalf by conferring the power of attorney printed by the Company to the | |
| proxy, with the scope of authority well documented and in accordance with the Company Act and | |
| “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public | |
| Companies.” | |
| Article 15: | The Chairperson of the Board of Directors shall preside at the meeting. When the Chairperson is unable |
53
| to do so, he or she shall designate one of the Directors to preside over the meeting. If no Director is | |
|---|---|
| designated by the Chairperson, the Directors shall elect a person among themselves to preside at the | |
| meeting. | |
| Article 16: | Except as otherwise stipulated by the Company Act or the related law and regulations, a shareholder shall |
| have one vote per share. | |
| Article 16-1 | At the shareholders’ meeting, the shareholders may cast their votes either in written or electronic form, |
| as resolved by the Board of Directors’ meeting. The Board of Directors shall detail in the shareholders’ | |
| meeting notice whether the voting method shall be conducted in written or electronic form. Other | |
| related procedures shall be conducted in accordance with the Company Act and other regulations. | |
| Article 17: | Except as otherwise provided in the related law and regulations, the resolutions of the shareholders’ |
| meeting shall be adopted if the meeting is attended by shareholders in person or by proxy representing | |
| more than one half of the total issued and outstanding capital stock of the Company, and the resolutions | |
| receiving the concurrence of a majority of the votes held by shareholders present at the meeting. | |
| Article 18: | Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. |
| The meeting minutes shall be signed or sealed by the chairperson of the meeting, and a copy shall be | |
| distributed to each shareholder within 20 days after the conclusion of the meeting. The Company may | |
| distribute the meeting minutes of the preceding paragraph by electronic public announcement. | |
| Chapter 4 Directors and Functional Committees | |
| Article 19: | The number shall not be less than three persons or one-fifth of the total number of Directors. |
| The shareholders with voting rights may provide the recommended director candidates as the reference | |
| for the next election of the Board of Directors. The Chairperson shall be elected among the Board of | |
| Directors by a majority in a meeting attended by over two-thirds of the Directors. The Chairperson shall | |
| have the authority to represent the Company externally. The Vice Chairperson shall be elected in the | |
| same manner. | |
| Article 19-1 | The Company shall establish Audit Committee. The Audit Committee or its members shall undertake the |
| duties of Supervisors, as prescribed in the Company Act, Securities and Exchange Act and other | |
| regulations. The composition, meeting calling, duties and meeting procedures shall be formulated and | |
| complied in accordance with the relevant law and regulations. | |
| The Board of Directors of the Company shall also establish the Remuneration Committee, in which its | |
| qualification and duty performance of committee members, the establishment of committee charter and | |
| other matters shall be in compliance with the relevant law and regulations, and the Articles of | |
| Incorporation. | |
| The Board of Directors may establish other types of functional committees and their committee charters | |
| shall be formulated by the Board. | |
| Article 20: | The term of office for Directors shall be three (3) years, and all Directors shall be eligible for re-election. |
| Article 20-1 | The election of Directors shall adopt the candidate nomination system stipulated in the Company Act, |
| Article 192-1. Matters regarding the acceptance of nomination, public announcements et. cetera shall be | |
| conducted in accordance with the Company Act, Securities and Exchange Act and other regulations. |
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The election of Directors shall be conducted in accordance with the Regulations Governing the Election of Directors and Independent Directors. Unless stated otherwise, as stipulated by the law and regulations, the election of both Directors and Independent Directors shall be conducted in the same election. The respective votes shall be separately calculated to determine the elected Independent Directors and nonIndependent Directors.
The number of shares held by the total Directors shall not be lower than the amount provided in the regulations as stipulated by the competent authority.
Article 21:
When the number of Directors falls short by one-third of the total number of Directors, or all the Independent Directors are discharged, the Company shall call an extraordinary shareholders’ meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. Unless all Directors are subject to re-election, the term of office of Director replaced through by-election shall fulfill the unexposed term of office of the predecessor.
Article 22: The guideline for management and other important matters of the Company shall be determined via resolutions that the Board of Directors passes. The Board meetings are convened and presided by the Chairperson, except for the first Board meeting of the newly elected Board of Directors, which is convened by the Director representing the highest numbers of voting rights. When the Chairperson is unable to perform his or her duties, the Vice Chairperson shall do so in the Chairperson’s place. If there is no Vice Chairperson or the Vice Chairperson is also unable to perform the duties, the Chairperson shall designate one of the Directors to do so in the Chairperson’s place. If no Director is designated by the Chairperson, the Directors shall elect a person among themselves to perform the duties in the Chairperson’s place.
-
Article 22-1 To convene the Board of Directors meeting, the Company shall state the purpose of convening the meeting clearly and notify the Directors seven (7) days before the meeting. In case of emergency, the Company may convene the Board of Directors meeting at any time. Except as otherwise stipulated by the Company Act or these Articles, Directors shall attend the Board meetings in person. Any Director attending the meeting via video conference shall be deemed attending the meeting in person. The notification to the Directors for convening the Board of Directors meeting may be issued by written correspondences, facsimile or e-mails and other avenues.
-
Article 22-2 The Company shall purchase liability insurance for the Directors during their term of office and for the scope of their duties in accordance with the law and regulations to mitigate and diversify the risks of paying substantial damages facing the Company and Directors. The Board of Directors is authorized to determine the sum insured after taking reference to the domestic and foreign industry standard.
-
Article 23: Except as otherwise stipulated by the Company Act, Board meetings shall be attended by a majority of the Directors. In the event a Director is unable to attend the Board meeting in person, he or she may appoint a proxy to attend on his or her behalf by conferring the power of attorney that documents the scope of authority to the proxy. However, each Director may appoint only one proxy for any given Board meeting. The resolutions receiving the concurrence of a majority of the Directors present at the meeting shall be adopted.
55
| Article | 24: | (Deleted) |
|---|---|---|
| Article | 25: | The Company shall be authorized to appoint consultants with the concurrence of a majority of the |
| Directors. | ||
| Chapter 5 Managers and Staff | ||
| Article | 26: | The Company shall appoint managers according to its operational needs. |
| Article | 27: | The appointment, termination and remuneration of Vice Presidents or above shall be undertaken in |
| accordance with the provisions of the Company Act, Article 29. | ||
| Chapter 6 Earnings Distribution | ||
| Article | 28: | After the closing of each fiscal year, the following reports shall be prepared by the Board of Directors |
| and submitted to the Audit Committee for review before submitting to the Annual General Shareholders’ | ||
| Meeting for ratification: | ||
| I. Business Report. |
||
| II. Financial Statements. |
||
| III. Proposals Concerning the Distribution of Earnings or Covering of Losses. | ||
| Article | 29: | For a profitable fiscal year, the Company shall appropriate 0.001% to 15% of the profit as employee |
| compensation and not more than 2% as Director remuneration. However, profits must first be used to | ||
| offset cumulative losses, if any. | ||
| The distribution of the aforementioned employee compensation, whether in the form of stocks or cash, | ||
| shall be determined by the resolution passed by the Board of Directors. The recipients of the employee | ||
| compensation include eligible employees of the entities controlled by the Company or subordinate | ||
| companies which have fulfilled certain criteria, as stipulated by the Board of Directors or the authorized | ||
| personnel to set the said criteria. The above director's remuneration can only be paid in cash. | ||
| The Board of Directors shall be authorized to determine the definition of “entities controlled by the | ||
| Company or subordinate companies which have fulfilled certain criteria”; or the Board of Directors shall | ||
| appoint the Chairperson to do so. | ||
| The Director(s) or shareholder(s) who is (are) designated to conduct the business operations of the | ||
| Company shall authorize the Board of Directors to disburse salary or honorarium according to the | ||
| industry standard, regardless of whether the Company is profitable or otherwise. | ||
| Article | 30: | Earnings concluded in a year are first subject to taxation and reimbursement of previous losses, followed |
| by a 10% provision for legal reserve. However, no further provision of legal reserve is required if the | ||
| Company has accumulated legal reserve to an amount equal to the paid-up capital. Moreover, provision | ||
| or reversal for special reserve shall be made in accordance with the regulations. Any earnings remaining | ||
| shall be added to undistributed earnings carried from previous years and distributed as shareholder | ||
| dividends or retained at the Board of Directors' proposal, subject to resolution in a Shareholders’ Meeting. | ||
| For provisions of “net accumulated other equity interest for previous periods” and “net increase in fair | ||
| value of investment properties” not met, prior to earnings distribution, the Company shall provide special | ||
| reserves equivalent to the unmet provisions from undistributed earnings of previous periods. If the | ||
| amount still falls short, the Company shall make provisions from the total amount of after-tax net income |
56
for the period and other profit items adjusted to the current year’s undistributed earnings other than aftertax net income for the period. The Company may distribute all or part of its dividends, profits, capital reserves or legal reserves in cash, provided that such decision is resolved in a board meeting with at least two-thirds of directors present, supported by more than half of attending directors, and reported during a shareholders’ meeting afterwards. These decisions do not require the shareholders’ meeting resolution mentioned in the preceding Paragraph. The Company may distribute earnings or reimburse losses at the end of each half-year, subject to compliance with The Company Act. Before interim earnings distribution, the Company shall estimate and retain the amount of taxes payable, reimburse previous losses, and make provisions for legal reserve as required by law. However, this excludes circumstances where legal reserves have accumulated to an amount equal to paid-up capital. Earnings distribution in cash is subject to the Board of Directors' approval; distribution through the issuance of new shares is subject to shareholders' resolution. Article 31: The Company shall adopt a stable earnings distribution principle after taking into account financial, business, and operational factors. Subsequent to reimbursement of previous accumulated losses, and provision of legal reserve and special reserve, from the remaining amount of the after-tax net income for the period, not less than 10% shall be allocated as dividends, which may be distributed in cash or stock. Of which, cash dividend shall not be lower than 50% of the total dividends. However, if the dividend per share is less than NT$1, the Company may elect not to distribute dividends. The Company may capitalize all or part of its capital reserves into share capital, subject to compliance with the law and the authority's instructions, in situations where the Company has no earnings to distribute in the current year, or if the amount of earnings is far less than the amount distributed in the previous year, or for whatever financial, business, and operational concerns the Company may have. Chapter VII Supplementary Provisions Article 32: The Company shall undertake matters not stipulated by the Articles in accordance with the Company Act and other relevant laws and regulations. Article 33: The policies, regulations and procedures of the Company shall be established separately by the Board of Directors. Article 34: The Articles shall be adopted after resolved by the shareholders’ meeting and registered with the administration. The same applies for the amendments to the Articles. Article 35: The Articles of Incorporation were established on September 8, 1999. The 1st amendment was made on October 22, 1999. The 2nd amendment was made on March 1, 2000. The 3rd amendment was made on May 3, 2001. The 4th amendment was made on April 8, 2002. The 5th amendment was made on July 11, 2002. The 6th amendment was made on April 24, 2003. The 7th amendment was made on April 23, 2004. The 8th amendment was made on April 28, 2005. The 9th amendment was made on June 15, 2006. The 10th amendment was made on June 15, 2007. The 11th amendment was made on June 13, 2008. The 12th amendment was made on June 16, 2009. The 13th amendment was made on June 15, 2010. The 14th amendment was made on June 15, 2011. The 15th amendment was made on June 18, 2012. The
57
16th amendment was made on May 30, 2014. The 17th amendment was made on June 3, 2015. The 18th amendment was made on June 7, 2016. The 19th amendment was made on June 12, 2019. The 20th amendment was made on May 24, 2022. The 21st amendment was made on May 29, 2023.
HannsTouch Holdings Company Chairman: WeiHsin Ma
58
[Attachment 8]
HannsTouch Holdings Company Rules and Procedures of Shareholder Meetings
Article 1: (Basis of enactment) To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders’ meetings, and to strengthen management capabilities, these Rules and Procedures are adopted pursuant to Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, Article 5. Article 2: The rules of procedures for the Company’s shareholders’ meetings, except as otherwise provided by the law and regulations, or the Articles of Incorporation, shall be provided in these Rules and Procedures. Article 3: (Convening shareholders’ meetings and shareholders’ meeting notice)
Unless otherwise provided by the law and regulations, the Company’s shareholders’ meetings shall be convened by the Board of Directors. Changes to how the Company convenes its shareholders meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders meeting notice.
The Company shall prepare electronic versions of the annual shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or discharge of Directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of an annual shareholders’ meeting or 15 days before the date of an extraordinary shareholders’ meeting. The Company shall prepare electronic versions of the shareholders Meeting Agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders meeting or 15 days before the date of the special shareholders meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made 30 days before the regular shareholders meeting. The shareholders’ meeting agenda and supplemental materials shall also be made available 21 days before the date of the regular shareholders meeting for the shareholders’ perusal at the Company and the professional shareholder services agent designated thereby.
This Company shall make the Meeting Agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
-
For physical shareholders meetings, to be distributed on-site at the meeting.
-
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
-
For virtual shareholders meetings, electronic files shall be shared on the virtual meeting platform. The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be sent in electronic form. Election or dismissal of directors or supervisors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with
59
the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, Articles 561 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
The reasons for convening the shareholders’ meeting have specified the election of Directors and Supervisors and their appointment date. After the election is concluded in the shareholders’ meeting, their appointment date shall not be changed via an extraordinary motion or other methods.
A shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders’ meeting. Such proposals are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. Further, if the shareholder’s proposal concerns circumstances provided in the Company Act, Article 172-1, Paragraph 4, the Board of Directors shall not include such proposal in the agenda. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals, the method of acceptance for written or electronic proposals, and the location and time period for their submission; the period for accepting the submission of shareholder proposals may not be less than 10 days.
The proposals submitted by shareholders are limited to 300 words. A proposal exceeding 300 words will not be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the General Shareholders’ Meeting and take part in the discussion of the proposal.
Prior to the date for issuance of a notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and list in the meeting notice the proposals that conform to the provisions of this Article. At the shareholders’ meeting, the Board of Directors shall explain the reasons for excluding any shareholder proposals on the agenda.
Article 4:
(Attendance by proxy and authorization)
For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by written or electronic form, a written notice of proxy cancellation
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shall be submitted to the Company 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. If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company 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.
Article 5: (Principles determining the time and place of a shareholders’ meeting ) The venue for a Shareholders’ Meeting shall be at 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. Full consideration shall be given to the opinions of the Independent Directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual shareholders meeting.
Article 6: (Preparation of documents such as the attendance book )
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 attend the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign in, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of Directors (including Independent Directors), pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.
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.
In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting
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starts, and keep this information disclosed until the end of the meeting.
Article 6-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice) To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
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How shareholders attend the virtual meeting and exercise their rights.
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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:
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(1) 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.
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(2) Shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
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(3) 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.
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(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
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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.
Article 7:
(The chairperson and non-voting participants of a shareholders’ meeting )
If the shareholders’ meeting is convened by the Board of Directors, the meeting shall be presided 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 the chairperson to preside at the meeting, or, if there are no Managing Directors, one of the Directors shall be appointed to act as chairperson. Where the Chairperson does not make such a designation, the Managing Directors or the Directors shall select one person among themselves to serve as chairperson to preside at the meeting.
When a Managing Director or a Director serves as Chairperson, 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 understands the financial and business conditions of the Company. The same shall be true for a representative of a corporate director that serves as chairperson.
It is advisable that shareholders meetings convened by the Board of Directors be chaired by the chairperson of the board in person and attended by a majority of the directors and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders’ meeting is convened by a party with the power to convene but other than the Board of
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Directors, the convening party shall preside at the meeting. When there are two or more such convening parties, they shall mutually select a chairperson among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained to attend a shareholders’ meeting in a non-voting capacity. Article 8: (Documentation of a shareholders’ meeting by audio or video recording)
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 audio and visual records of the preceding paragraph shall be retained in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to the Company Act, Article 189, the ballots shall be retained until the litigation concludes.
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 record the back-end operation interface of the virtual meeting platform.
Article 9: (Computation of the number of shares in attendance and convening the meeting) Attendance at shareholders’ meetings shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and signin cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by written or electronic form.
The chairperson shall call the meeting to order at the appointed meeting time and announce the number of shares without voting rights, and shares present.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. 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; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online
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shall re-register with the Company in accordance with Article 6.
When, prior to the meeting's conclusion, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to the Company Act, Article 174.
Article 10:
(Discussion of proposals)
If the shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The proposals (including extraordinary motions and amendments to original proposals) shall be voted on one by one. 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 chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions) except by a resolution of the shareholders’ meeting. If the chairperson declares the meeting adjourned in violation of the Rules and Procedures, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chairperson in accordance with the statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
Article 11:
The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and amendments or extraordinary motions put forward by the shareholders; when the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed, call for a vote and arrange for sufficient time for the voting. (Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairperson.
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 speech's content does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the chairperson's consent, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed three minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairperson may suspend the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the chairperson's consent and the shareholder that has the floor; the chairperson shall stop any violation.
When a corporate shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives appointed may speak on the same proposal.
After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.
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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 paragraphs 1 to 5 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.
Article 12: (Calculation of voting shares and recusal system)
Voting at shareholders’ meetings shall be calculated based on the number of shares.
With respect to resolutions of Shareholders Meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the Company's interests, that shareholder may not vote on that item and may not exercise voting rights as a proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13:
(Voting, monitoring and supervision of voting)
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 the Company Act, Article 179, paragraph 2.
When the Company holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights by written or electronic means; when voting rights are exercised by written or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by written 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; therefore, it is advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by written or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 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 written or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person or online, a written declaration of intent to retract
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the voting rights already exercised under the preceding paragraph shall be made known to the Company two business days before the date of the shareholders’ meeting, by the same means by which the voting rights were exercised. If the notice of retraction is submitted after that time, the voting rights already exercised by written or electronic means shall prevail. When a shareholder has exercised voting rights both by written or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote by a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the meeting's conclusion, 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 chairperson 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 proposals shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders’ meeting proposals or elections shall be conducted publicly at the venue of the shareholders’ meeting. Immediately after vote counting is concluded, the voting results, including the statistical tallies of the numbers of votes, shall be announced on the spot 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 6 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.
Article 14: (Election of Directors)
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The election of Directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company. The voting results shall be announced on-site immediately, including the names of those elected as Directors and the numbers of votes they received, and the names of those not elected as Directors and the numbers of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the vote monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to the Company Act, Article 189, the ballots shall be retained until the litigation concludes.
Article 15:
(Meeting minutes and signing matters)
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 chairperson of the meeting and a copy shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The Company may distribute the meeting minutes by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and venue of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including the number of voting rights). If the election of Directors is held, the minutes shall disclose the votes received by each candidate. 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 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 shareholders meeting online.
Article 16:
(Public disclosure)
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
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during the meeting.
If matters put to a resolution at a shareholders’ meeting constitute material information under the applicable law or regulations, or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period. Article 17: (Maintaining order at the meeting place) Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or armbands. The chairperson may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.” At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the equipment prepared by the Company, the chairperson may intervene and prevent the shareholder from so doing. When a shareholder violates the Rules and Procedures and defies the chairperson's instruction, obstructing the proceedings and refusing to heed calls to stop, the Chairperson may direct the proctors or security personnel to escort the shareholder from the meeting. Article 18: (Recess and resumption of shareholders’ meeting) When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days in accordance with the Company Act, Article 182. Article 19: (Disclosure of information at virtual meetings) 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. Article 20: (Location of the chair and secretary of virtual shareholders meeting) When the Company convenes a virtual 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. Article 21: (Handling of disconnection) 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
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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 at 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 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 not 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 meeting agenda of that shareholders meeting.
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.
Article 22:
(Handling of digital divide)
When convening a virtual shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
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Article 23: These Rules and Procedures, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.
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[Attachment 9]
HannsTouch Holdings Company
Shareholdings of All Directors
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I. The paid-up capital of the Company amounts to NT$8,020,105,290, and the issued stocks amount to 802,010,529 shares. Pursuant to the “Securities and Exchange Act,” Article 26, Paragraph 2 and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum shares held by the Directors collectively amount to 25,664,337 shares.
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II. As of the book closure date before the Annual General Shareholders’ Meeting, April 7, 2025, the shareholding of Directors and Independent Directors collectively amounted to 67,763,609 shares, or 8.44% over the total number of shares. The shareholding of individual Directors is as follows:
| Shares held | Shareholding | ||
|---|---|---|---|
| Title | Name | ||
| (shares) | percentage % | ||
| Chairperson | WeiHsin Ma | 8,323,825 | 1.03% |
| Director | HUALI Investment Corp. Representative: YuChi Chiao |
59,439,784 | 7.41% |
| Director | Bing-Yi Shih | - | - |
| Director | ChihChung, Chou | - | - |
| Independent Director |
TienShang Chang | - | - |
| Independent Director |
TingWong, Cheng | - | - |
| Independent Director |
JinFu, Chang | - | - |
| Independent Director |
Tsung-Han Tsai | - | - |
Note 1: Pursuant to the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, Article 2: “if a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors and supervisors other than the independent directors and shall be decreased by 20 percent.”
Note 2: The Company has established the Audit Committee in accordance with the law and regulations. As such, the
regulation governing the shareholding of the Supervisor is not applicable.
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