AI assistant
HOTA — AGM Information 2021
Jul 23, 2021
51858_rns_2021-07-23_3f1292ff-32c8-4146-97fe-97b64b71e6d3.pdf
AGM Information
Open in viewerOpens in your device viewer
Ticker: 1536
==> picture [499 x 131] intentionally omitted <==
Regular Shareholders’ Meeting Of the Year 2021
Meeting Manuel
Date of Shareholders’ Meeting: June 10, 2021
Content
| Content | |
|---|---|
| I. | Meeting Agenda ............................................................................................................................................. 1 |
| II. | Chairman’s Statement .................................................................................................................................... 2 |
| III. | Report Items ................................................................................................................................................... 3 |
| A. Operation Report of the Year 2020 .......................................................................................................... 3 | |
| B. Review Report for the financial final accounts of the Year 2020 by the Audit Committee .................... 8 | |
| C. Report on Remuneration Distribution for Employees and Directors of the Year 2020 ........................... 9 | |
| IV. | Matters for Ratification .................................................................................................................................. 9 |
| A. Proceedings: Ratification for the financial final accounts of the Year 2020. (Proposed by the board of | |
| directors) ................................................................................................................................................... 9 | |
| B. Proceedings: Ratification of the earning distribution of the Year 2020. (Proposed by the board of | |
| directors) ................................................................................................................................................... 9 | |
| V. | Matters for Discussion .................................................................................................................................. 11 |
| A. Proceedings: The cash disbursement from the capital reserve of the Year 2020. .................................. 11 | |
| B. Proceedings: The Company's "Operating Procedures for Loaning Funds to Others" to add some | |
| provisions ............................................................................................................................................... 11 | |
| C. Proposal: Amendments to some provisions of the "Meeting Rules of the Shareholders’ Meeting" of the | |
| Company. ............................................................................................................................................... 12 | |
| VI. | Extempore motion ........................................................................................................................................ 12 |
| VII. | Adjournment ................................................................................................................................................. 12 |
| Appendix .............................................................................................................................................................. 13 |
I. Meeting Agenda
Hota Industrial Mfg. Co., Ltd.
Meeting Agenda of Regular Shareholders’ Meeting of Year 2021
Time: AM 9:00, June 10, 2021.
Place: 7F, No. 12, Keya Rd., Daya Dist., Taichung City 428203, Taiwan (R.O.C.)
-
Commencement of Meeting
-
Chairman’s Statement
-
Report Items
-
(1) Operation Report of the Year 2020
-
(2) Review Report for the Financial final accounts of the Year 2020 by the Audit
Committee
- (3) Report on Remuneration Distribution for Employees and Directors of the Year
2020
-
Matters for Ratification
-
(1) Ratification for the Financial final accounts of the Year 2020
-
(2) Ratification for the Remuneration Distribution for Employees and Directors of the Year 2020
-
Matters for Discussion
-
(1) Proposal for Cash Distribution from Capital Reserve of the Year 2020
-
(2) Proposal for new provisions of the “Operation procedure for Loans to others” of the Company
-
(3) Proposal for the Amendment of the “Meeting Rules of the Shareholders’
Meeting” of the Company
-
Extempore motion
-
Adjournment
1
II. Chairman’s Statement
Ladies and Gentlemen. Greetings for your coming.
My appreciation to all shareholders for your continuous support to the Company over the years. In recent years, the Company has been working hard towards product differentiation and market segmentation, committed to the development of high unit price, high value-added products, and kept investing continuously in the development of green energy car-related components. The Company has obtained multiple international certifications of IATF16949, ISO14001 and OHSAS18001 as a listed professional transmission system manufacturer. It is also the professional transmission system manufacturer with the highest proportion of parts sold to O.E.M plants in Europe and the United States. As the Company aggressively promotes intelligent automated production and inspection, it optimizes the industrial structure for quality control, labor costs reduction and production efficiency improvement, and also responds to environmental protection, energy conservation and carbon reduction issues, and implements ISO14064 greenhouse gas inventory review and PAS2050 carbon footprint certification. The Company has competitive advantages of the most advanced equipment, strongest R&D capability, and most stable product quality in the domestic automobile and locomotive gear industry. Therefore, it has a significant lead in turnover and production scale. Furthermore, the Company's management can also be implemented in accordance with the Company’s business plan setup.
2
III. Report Items
A. Operation Report of the Year 2020
- a. Execution Results of the Business Plan:
Unit: New Taiwan Dollar, thousand
| Item | Year 2020 | Year 2020 | Year 2019 | Year 2019 |
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Operation Revenue | 5,211,042 | 100 | 5,968,347 | 100 |
| Operation Costs | (4,038,224) | (78) | (4,295,987) | (72) |
| Operation Margin | 1,172,818 | 22 | 1,672,360 | 28 |
| Operation Expenses | (776,207) | (15) | (853,831) | (14) |
| Operation Net Profit | 396,611 | 7 | 818,529 | 14 |
| Non-operatingincome and expenses | (72,563) | (1) | (73,610) | (1) |
| Netprofit before tax | 324,048 | 6 | 744,919 | 13 |
| Income Tax Expense | (38,488) | - |
(91,870) | (2) |
| Net Income after tax | 285,560 | 6 | 653,049 | 11 |
| Net income attributable to stockholders of theparent company |
286,094 | 6 | 649,123 | 11 |
| Net income attributable to non-controllinginterests | (534) | - |
3,926 | - |
- b. Analysis of Profitability:
| nalysis of Profitability: | nalysis of Profitability: | ||
|---|---|---|---|
| Item | Year 2020 | Year 2019 | |
| Return on Assets(%) | 2.10 | 4.43 | |
| Return on | Equityof Shareholders(%) | 4.38 | 9.68 |
| Ratio to Paid-in Capital(%) |
Operation Net Profit | 15.58 | 32.10 |
| Net Income after tax | 12.73 | 29.22 | |
| Net Profit Ratio(%) | 5.48 | 10.94 | |
| Earningsper share(Not been retrospective adjusted) | 1.12 | 2.55 |
-
c. Status of Research and Development:
-
The development results of Research & Development department in the last three years as follows:
-
(1) Differential assembly.
-
(2) Automatic and Tiptronic transmission components.
-
(3) Torque conversion system parts.
-
(4) Planetary gear set of Continuously Variable Transmission (CVT) gearbox.
-
(5) Heavy locomotive gearbox and transmission components.
-
(6) Gearbox parts for large agricultural machinery.
-
(7) Precision mechanical reducer.
-
(8) Gear hobbing machine, optical measuring instrument, gear scraping machine, chamfering machine.
-
(9) All-Terrain vehicles (ATV) and electric scooters.
-
(10) Electric vehicle gearbox components.
-
(11) Gear rotation measuring instrument.
-
(12) Aerospace parts
-
3
-
Major topics for future Research and Development
-
In recent years, the Company has worked hard towards product differentiation and market segmentation, committed to the development of high value-added products, and continued to invest in the design, research and development of green energy vehicle-related components to maintain its competitive advantage in the market and stabilize customers’ relationships and their orders. In response to industrial upgrade and business expansion, the Company has successively purchased high-precision machinery and inspection equipment, cultivated R&D and design talents, invested in new product research and development, introduced smart manufacturing technology, and shortened research and development time to meet customer needs. The focus of this year's research and development is to extend the previous
-
year's results, to develop transmission systems for various vehicles, and to develop precision gears and transmission shafts required for green energy, environmentally friendly vehicle reducers.
The scheduled research and development products are as follows:
- (1) American automobile automatic transmission components.
- (2) American automobile torque conversion system components.
- (3) New gearbox components for European high-end heavy locomotives.
- (4) Oil pump gear of American industrial machinery.
- (5) Gearbox parts of American Agricultural and Construction Machinery.
- (6) US patented Limited Slip Differential (LSD).
- (7) European series CVT components.
- (8) Air compressor components for truck brake system
- (9) Gear hobbing machine, gear scraping machine, chamfering machine.
- (10) All kinds of ATVs, electric scooters and medical assistance vehicles.
- (11) American electric vehicle gearbox components and their assembly.
- (12) Bevel gear and bevel gear differential assembly.
- (13) Planetary gear set of hybrid transmission.
- (14) Gear intelligent production integration technology.
- (15) Electric vehicle high-efficiency power transmission system assembly
-
d. Business Plan outline of the Year 2021:
-
Management Guideline:
- (1) Improve quality system and strengthen quality management:
Nowadays, major automobile manufacturers are constantly improving in terms of precision and quality requirements. Therefore, in the Quality system and management, the Company reinforces the training of quality control personnel and prosecutes the management of suppliers, to assure product quality. Reducing the occurrence of internal defect and complaints from the external customers, it shall stabilize existing customers and establish a long-term good relationship with them.
4
- (2) Improve technical capabilities to meet customer requirements:
Main customers of the Company have been European and American automobile factories, and first-tier system factories for a long time, especially in the parts of electric vehicles, and the precision requirements have been continuously improved. Therefore, the Company has not only upgraded and improved the equipment for production and inspection but also reinforced the training of operators to meet the needs of customers.
- (3) Actively strive for cooperation opportunities with well-known foreign car manufacturers
The Company continues to strive for more long-term cooperation opportunities with foreign automobile component manufacturers and car manufacturers. With excellent quality and professional research and development technology, the Company seeks strategic alliances and technical cooperation opportunities with major transmission manufacturers, automobile manufacturers and electric vehicle manufacturers.
- (4) Promote Productivity 4.0:
The new Dapumei factory in Chiayi County first promotes the smart manufacturing production model. In addition to purchasing automated and semiautomated machines and advanced inspection equipment, it plans to gradually implement smart automated production and inspection, which will assure quality, reduce labor costs, and improve production efficiency. It will generate a significant effect for optimizing the structure and upgrading of the industry.
2. Production and Marketing policy
-
(1) Strengthen the Company's research and development capabilities, provide customers with collaborative design services, prosecute the current IATF16949 quality certification system, improve business physique, and gradually promote toward Productivity 4.0. Meanwhile, the Company reinforces several quick response mechanisms including Total Quality Management activities (TQM), Lean Manufacturing (TPS), and Quality System Basics (QSB), and focuses on intense contact with customers to improve customer satisfaction.
-
(2) Implement corporate social responsibility, demonstrate the spirit of sustainable business operations, continue to follow the ISO 14001 and ISO 45001 environmental safety and health certification systems, improve workplace environmental safety and health, and respond to environmental protection, energy conservation and carbon reduction issues, and strengthen the implementation of ISO 14064 greenhouse gas inventory review, ISO 14067 carbon footprint certification.
-
(3) Based on the global development and trends of electric vehicles and smart
5
driving, with abundant experience and technology, actively strive for relevant types of customers in various regions, design and develop collaboratively with them to expand the market for related components.
-
(4) To transmission components, differentials, torque conversion systems, planetary gear sets, and other transmission components for existing automobile manufacturers, in addition to continuously improving quality and reducing costs, increasing the Company’s competitiveness, and then strive existing customers’ orders from different regions in the world to expand the global market.
-
Future development strategy:
-
(1) The development of Taiwan’s automobile components is deeply influenced by the foreign automobile industry. From the perspective of the global consumer market, the Company continues to actively expand into the European, American, Chinese, and Emerging markets. However, in terms of energy conservation and carbon reduction, smart cars and electric vehicles are the focus of future vehicle development. Therefore, the Company must actively strive for customers of related nature for collaborative development and cooperation to create new business opportunities.
-
(2) Actively strive to cooperate and synchronize research and development with major international automobile manufacturers, transform for producing allaround systematic component assembly, thereby reducing the vicious competition of single-piece parts with simple manufacturing processes, to enhance profitability. It should be helpful for the Company’s revenues and profits.
-
(3) Continue to promote the joint research of high-tech R&D projects with industry, government, academia, and research; also local industry-academic cooperation to cultivate R&D and manufacturing talents. In addition to assisting in industrial upgrading, it can also fuel new R&D and manufacturing for the long term, and support the Company to utilize current patents to highvalue-added systematic products.
-
(4) In line with the government's “Our aircrafts manufactured by our own” policy, the Company has passed the AS 9100 aerospace system certification which officially obtained the entry ticket to participate in the aerospace industry. It is hoped that the Company’s core technology of automotive precision manufacturing can also be applied to the aerospace technology field, and adds new elements to the Company's product diversification.
-
Impacts by the external competition, the legal environment and the overall economics:
-
(1) As countries are paying close attention to the global greenhouse effect caused by automobile exhaust gas, hybrid and electric vehicle products, new automobile companies have successively entered this market, it is nothing
6
more than to produce environment-friendly vehicles with lower prices and higher quality. Hota industrial manufacturing is a professional manufacturer of transmission parts. In addition to providing technical services closer to customer needs, the Company enhances its competitiveness in the global energy-saving vehicle market and contributes to the automotive industry and the green energy environment.
- (2) As the auto market growth rate of China, the world’s largest auto market, has declined, and the annual growth rate of the US auto market has also slowed down, the Company must pay close attention to changes in customers and the market. For the global auto parts, related industries intelligence, and domestic and foreign laws and regulations must be continuously collected to cope with future operational risks.
In the end, I would like to express my sincere gratitude to all shareholders for their long-term support and encouragement. Wish all shareholders healthy and everything as your heart wishes.
Chairman of the Board: General Manager: Accounting Supervisor SHEN,GUO-RONG CHEN, JUN-ZHI CHEN,TAI-LIN
7
- B. Review Report for the Financial Statements of the Year 2020 by the Audit Committee.
Audit Committee’s Review Report
The board of directors has prepared and submitted the Company’s Business Report, Financial Statements, and Proposal for Earnings Distribution of the Company for the year 2020. PwC Taiwan has also audited the financial statements and issued the auditors’ report. The Business Report, Financial Statements, and Proposal for Earnings Distribution of the Company for the year 2020 have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to the Securities and Exchange Act and the Company Act, we hereby submit the report for ratification.
Hota Industrial MFG. Co., Ltd.
Convener of the Audit Committee: Zheng,Wen-zheng
March 17, 2021
8
-
C. Report on Remuneration Distribution for Employees and Directors of the Year 2020
-
a. According to the provisions of the Company Act and the Articles of Incorporation, if the Company makes a profit during the year, the remuneration of employees shall be no less than 2%, and the remuneration of directors shall be no more than 5%.
-
b. This proposal was passed by the board of directors on March 17, 2020, with a remuneration of NT$6,716,248 for employees and NT$3,521,250 for directors.
-
c. All the above will be paid in cash
IV. Matters for Ratification
-
A. Proceedings: Ratification for the financial final accounts of the Year 2020. (Proposed by the board of directors)
-
Explanation: The Company’s consolidated financial statements, individual financial statements, and business reports of the Year 2020 have been prepared, approved by the Company’s board of directors, and completely verified by accountants Wu Songyuan and Xu Jianye of PwC Taiwan, reviewed by the Audit Committee, and submitted for ratification. Please refer to Appendix 1 on page 9 to page 35 of this manual.
Resolution:
-
B. Proceedings: Ratification of the earning distribution of the Year 2020. (Proposed by the board of directors)
- Explanation:
-
(1) The net profit after tax of the Company's business final accounts of the Year 2020 is NT$286,093,907, and the distribution shall comply with the Company Act and the provisions of Article 27-1 and Article 28 of the Company's Articles of Incorporation.
-
(2) The earning distribution proposal is based on the allocation of NT$234,794,711 from the distributable retained earnings. According to the shareholder's shareholding recorded in the shareholder register on the base date of the distribution, a cash dividend of NT$0.84 per common share, rounded down below one NT dollar; the total of the abnormal amount is included in the Company’s other income.
-
(3) If the proposal subsequently affected against the number of outstanding shares due to the purchase of treasury shares, the transfer and cancellation of treasury shares, the exercise of conversion of convertible corporate bonds, and the exercise of employee stock option certificates, etc., and changes the dividend rate of shareholders, the shareholders may fully authorize the chairman of the board to handle after the ratification of the proposal is confirmed.
-
(4) After this proposal is ratified by the shareholders' meeting, the chairman may be authorized to set the ex-dividend base date, issuance date, and other related matters.
9
- (5) The distribution table for the year 2020. Please refer to Appendix 2 on page 36 of this manual.
Resolution:
10
V. Matters for Discussion
-
A. Proceedings: The cash disbursement from the capital reserve of the Year 2020.
- (Proposed by the board of directors) Explanation:
-
(1) The Company intends to distribute cash of NT$72,674,554 in accordance with Article 241 of the Company Act from a capital reserve in excess of the nominal value of ordinary shares.
-
(2) In this capital reserve case, according to the shareholders' shareholdings recorded in the shareholder register on the base date of distribution, the cash dividend of NT$0.26 per common share, rounded down below one NT dollar; the total of the abnormal amount is included in the Company’s other income.
-
(3) If the proposal subsequently affected against the number of outstanding shares due to the purchase of treasury shares, the transfer and cancellation of treasury shares, the exercise of conversion of convertible corporate bonds, and the exercise of employee stock option certificates, etc., and changes the dividend rate of shareholders, the shareholders may fully authorize the chairman of the board to handle after the ratification of the proposal is confirmed.
-
(4) After this proposal is ratified by the shareholders' meeting, the chairman may be authorized to set the ex-dividend base date, issuance date, and other related matters.
Resolution:
- B. Proceedings: The Company's "Operating Procedures for Loaning Funds to Others" to add some provisions
(Proposed by the board of directors)
- Explanations: According to No. 167 document from the Accounting Research and Development Foundation, the Republic of China, the transfer of account receivable from related parties that exceed the normal credit period to other receivables is deemed to a disguised financing issue. If the Company believes that the transfer to other receivables is exactly a capital loan, it should make an announcement in accordance with Article 21 and Article 22 of the processing guidelines when it is determined to be a capital loan. For the additional provisions of the "Procedures for Loaning Funds and Others", please refer to Appendix 3 on page 37 of this manual.
Resolution:
11
- C. Proposal: Amendments to some provisions of the "Meeting Rules of the Shareholders’ Meeting" of the Company.
(Proposed by the board of directors)
- Explanations: The Company plans to amend part of the “Meeting Rules of the Shareholders’ Meeting" in accordance with the order 1100001446 of the Taiwan Stock Exchange. Please refer to Appendix 4 page 38 to page 43 of this manual.
Resolution:
- VI. Extempore motion
VII. Adjournment
12
Appendix
(Appendix 1) The Financial Statements of the Year 2020
(Consolidated financial statements)
Hota Industrial Manufacturing Company Limited
REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of Hota Industrial Manufacturing Company Limited as of and for the year ended December 31, 2020, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Hota Industrial Manufacturing Company Limited and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
Hota Industrial Manufacturing Company Limited
By
SHEN,GUO-RONG
Chairman
March 17, 2021
13
These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.
Independent Auditor’s Report
(110) Ministry of Finance approved No.20004693
The Board of Directors and Shareholders
Hota Industrial Manufacturing Company Limited Public
Opinion
We have audited the accompanying consolidated states of Hota Industrial Manufacturing Company Limited and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31,2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, according to our audit result and audit reports from other accountants(please refer to “Others” section),the consolidated financial position of the Group as of December 31,2020 and 2019,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 the Securities Issuers and the International Reporting Standards(IRFS), International Accounting Standards(IAS), IFRIC Interpretations(IFRIC), and SIC Interpretations (SIC) endorsed and issues into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of china. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statement 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 December 31,2020 and 2019,
Key audit matters are those materials that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31,2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we don not provide a separate opinion on these matters.
14
Key audit matters for the Group’s consolidated financial statements for the year ended December 31,2020 are stated as follows:
Cut-off date for international export income
Notes
With regard to the accounting policy on income recognition, please refer to Note 4 (28) of the consolidated financial report.
The Group mainly focused on the manufacturing and trading of related products for vehicle transmission parts. The main source of sales income is international export sales. Sales to customers involve different types of trading conditions. However, the Group recognize the sales revenue immediately after shipment. At the end of each period, ownership of the products that has not been transferred to the buyer due to the failure of the agreed trading conditions and the control of the product has not been transferred to the buyer. Because the data collection that does not meet the sales revenue recognition conditions involves a high degree of manual judgment and operation, the accountant has included the cut-off date of the export sales revenue as a significant review item.
Corresponding verification procedures
The accountants respond to above notes and take procedures for the specific aspects and procedures are summarized as follows:
-
Understand and evaluate the operating procedures and internal controls of the Group sales transactions, and test the controls.
-
Perform a cut-off test for sales transactions within a certain period before and after the end of the financial report, and confirm that revenue is recognized in the appropriate period.
Inventory allowance falling price and sluggish loss evaluation
Notes
With regard to inventory accounting policies, please refer to Note 4 (14) of the consolidated financial report. For important accounting estimates and assumptions for inventory evaluation, please refer to Note 5 (2) of the consolidated financial report. Please refer to Note 6 (6) of the consolidated financial report for the description of the inventory allowance loss. The Group’s inventory and inventory allowance losses as of December 31, 2020 were NT$1,994,796 thousand and NT$96,769 thousand, respectively.
15
The Group is mainly engaged in the manufacturing and trading of automotive transmission parts related products. Due to the fierce competition in the automotive transmission parts market, there is a high risk of inventory falling-price loss or outdated price loss. The inventories of the Group are measured by cost and net realizable value. For inventories that are older than a certain period of age and those that are respectively identified as obsolete, provision is made for depreciation losses based on the degree of inventory depletion. The net realizable value used to evaluate obsoleteness often involves subjective judgments and therefore a high degree of uncertainty in estimation exists. Considering the Group's inventory and its allowance for depreciation losses have a significant impact on the financial statements. The accountant believes that the Group's inventory depreciation loss evaluation is one of the most important items in this year's audit.
Corresponding verification procedures
The accountants respond to above notes and take procedures for the specific aspects and procedures are summarized as follows:
-
Understand and evaluate the inventory allowance for depreciation losses ,the operating procedures and internal controls mentioned.And then test the controls.
-
Review the annual inventory-check plan and participate in the annual inventory check to evaluate the management's control of outdated inventory.
-
The policy for the provision of allowances for inventory evaluation losses is consistently adopted and the rationality of the provision policy is evaluated during the period of comparing the financial statements.
-
Obtain the inventory age reports to check the inventory items to test the accuracy of the inventory age calculation logic and information.
-
Regarding the estimated net realizable value of the inventory items, discuss with the management and obtain supporting documents, and then evaluate the rationality of the inventory allowance evaluation loss.
Other matters-adopting other accountants' audit reports
The Group’s consolidated financial statements adopt equity method for investee companies whose financial statements have not been checked by this accountant, but by other accountants. Therefore, in the opinions expressed by this accountant on the above consolidated financial statements, the amounts listed in the financial statements of these companies are based on the audit reports of other accountants. The amount of investment using the equity method on December 31, 2020 and December 31, 2019 were NT$319,885 thousand and 315,263 thousand, respectively, accounting for 1.74% and 1.84% of the total assets respectively. From January 1[st] to December 31[st] 2020 and from January 1[st] to December 31[st] 2019, the comprehensive profits recognized by the equity method were NT$2,398 thousand in losses and NT$7,691 thousand in benefits, respectively, each accounting for 0.78% and 1.19% of comprehensive profit and loss.
16
Other matters – individual financial reports
Hota Industrial Manufacturing Company Limited has prepared its financial statements for the years ended December 31, 2020 and 2019, and we have issued an unqualified audit report thereon for your information.
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 IRFS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China ,and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparation the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing. When 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 members of 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists, Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, the could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also
- 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.
17
-
Obtain an understanding of internal control relevant to the audit 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.
-
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 the 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.
-
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 departments, 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 the audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements and communicated with them all relationships and other matters that may reasonably be thought to bear our independence and related safeguards when applicable.
18
From the matters communicated with those charged with governance, we determine those matters that were of significance in the audit of the consolidated financial statements for the year ended December 31,2020 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 communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
P r i c e w a t e r h o u s e C o o p e r s T a i w a n
Wu, Song-yuan CPA Xu, Jian-ye
Financial Supervisory Commission Approved-certified No.: 1090350620
1050035683
March 17, 2021
19
vHota Industrial Manufacturing Company Limited and Subsidiaries
Consolidated Balance sheet
2020 and 2019 December 31
(In Thousands of New Taiwan Dollars)
| ASSETS | NOTE 6(1) 6(2) 6(3), 8 6(4) 6(4),7(2) 6(5) 6(29) 6(6) 8 6(2) 6(3), 8 6(7) , 8 6(8) , 8 6(9) 6(29) 6(1) , 8 |
December 31,2020 Amount % $ 795,667 4 120,506 1 89,557 - 18,537 - 2,215,079 12 113,358 1 110 - 1,898,027 10 158,616 1 5,409,457 29 64,416 - 32 - 323,357 2 11,540,853 63 317,045 2 7,034 - 63,343 - 625,638 4 12,941,718 71 $ 18,351,175 100 |
December 31,2019 | December 31,2019 |
|---|---|---|---|---|
| Amount $ 795,667 120,506 89,557 18,537 2,215,079 113,358 110 1,898,027 158,616 5,409,457 64,416 32 323,357 11,540,853 317,045 7,034 63,343 625,638 12,941,718 $ 18,351,175 |
Amount $ 526,855 98,516 78,014 2,592 2,238,798 88,419 - 1,883,524 226,592 5,143,310 80,874 - 318,372 10,672,421 348,671 14,142 57,202 520,860 12,012,542 $ 17,155,852 |
% | ||
| CURRENT ASSETS 1100 cash and cash equivalents 1120 Financial assets at fair value through other comprehensive income – current 1136 Financial assets at amortized cost – current 1150 Notes receivable 1170 Accounts receivable 1200 Other receivables 1220 Current income tax assets 130X Inventories 1470 Other current assets 11XX Total current assets NONCURRENT ASSETS 1517 Financial assets at fair value through other comprehensive income –noncurrent 1535 Financial assets at amortized cost – noncurrent 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other noncurrent assets 15XX Total noncurrent assets 1XXX TOTAL |
3 1 - - 13 1 - 11 1 |
|||
| 30 | ||||
| 1 - 2 62 2 - - 3 |
||||
| 70 | ||||
| 100 |
(continue in next page)
20
Hota Industrial Manufacturing Company Limited and Subsidiaries
Consolidated Balance sheet
2020 and 2019 December 31
| LIABILITIES AND EQUITY | (In Thousands of New Taiwan Dollars) D e c e m b e r 3 1,2 0 2 0 D e c e m b e r 3 1,2 0 19 Note Amount % Amount % 6(12) $ 2,088,753 12 $ 1,120,130 7 6(13) 600,000 3 560,000 3 431,512 2 388,373 2 578,526 3 489,771 3 6(14), 7(2) 437,713 3 539,955 3 6(29) 42,974 - 99,458 1 6(9) , 7(2) 18,363 - 21,171 - 6(15) 2,228,449 12 1,624,830 9 6,426,290 35 4,843,688 28 6(15) 5,042,695 28 5,217,475 30 6(29) 54,357 - 64,240 - 6(9) , 7(2) 257,476 1 284,994 2 6(17) 163,314 1 120,527 1 5,517,842 30 5,687,236 33 11,944,132 65 10,530,924 61 6(19) 2,545,175 14 2,549,565 15 6(20) 1,906,479 10 1,916,204 11 6(21) 660,162 4 593,292 3 48,236 - 23,850 - 1,227,622 7 1,533,901 9 6(22) ( 35,116) - ( 48,236) - 6,352,558 35 6,568,576 38 54,485 - 56,352 1 6,407,043 35 6,624,928 39 9 11 $ 18,351,175 100 $ 17,155,852 100 |
|---|---|
| CURRENT LIABILITIES 2100 Short-term borrowings 2110 Short - term notes and bills payable 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Income tax payable 2280 Lease liabilities – current 2300 Other current liabilities 21XX Total current liabilities NONCURRENT LIABILITIES 2540 Long-term loans 2570 Deferred income tax liabilities 2580 Lease liabilities – noncurrent 2600 Other noncurrent liabilities 25XX Total noncurrent liabilities 2XXX Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT Capital stock 3110 common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Appropriated as legal capital reserve 3320 Appropriated as special capital reserve 3350 Unappropriated earnings Others 3400 Others 31XX Equity attributable to shareholders of the parent 36XX NON - CONTROLLING INTERESTS 3XXX Total equity Significant Contingent Liabilities and Unrecognized Contractual Commitments Significant subsequent events 3X2X Total liabilities and equities |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements and should be
read in conjunction with these consolidated financial statements.
21
Hota Industrial Manufacturing Company Limited and Subsidiaries
Consolidated Statements of Comprehensive Income
2020 and 2019 January 1 to December 31
| 2020 and 2019 January 1 to December 31 | |
|---|---|
| ITEM | (In Thousands of New Taiwan Dollars) 2020 2019 NOTE Amount % Amount % 6(23) , 7(2) $ 5,211,042 100 $ 5,968,347 100 6(6)(28), 7(2) ( 4,038,224) ( 78)( 4,295,987)( 72) 1,172,818 22 1,672,360 28 1,172,818 22 1,672,360 28 6(28) ( 476,031) ( 9) ( 512,721 ) ( 9) 6(28) ( 185,456) ( 4) ( 187,695 ) ( 3) 6(28) ( 108,631) ( 2) ( 144,460 ) ( 2) 12(2) ( 6,089) - ( 8,955) - ( 776,207) ( 15)( 853,831)( 14) 396,611 7 818,529 14 6(24) 4,803 - 9,509 - 6(25) 110,810 2 55,483 1 6(26) ( 78,516) ( 1) ( 47,262 ) ( 1) 6(27) ( 108,291) ( 2) ( 90,105 ) ( 1) 6(7) ( 1,369) - ( 1,235) - ( 72,563) ( 1)( 73,610)( 1) 324,048 6 744,919 13 6(29) ( 38,488) - ( 91,870)( 2) $ 285,560 6 $ 653,049 11 |
| 4000 OPERATING REVENUE 5000 COST OF REVENUE 5900 GROSS PROFIT 5950 Operating net profit Operating expenses 6100 Sales and marketing expenses 6200 General and administrative expenses 6300 Research and development 6450 Expected credit losses 6000 Total operating expenses 6900 INCOME FROM OPERATIONS NON- OPERATING INCOME AND EXPENSES 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profits of associates 7000 Total non-operating income and expenses 7900 INCOME BEFORE INCOME TAX 7950 INCOME TAX EXPENSE 8200 NET INCOME |
(continue in next page)
22
Hota Industrial Manufacturing Company Limited and Subsidiaries
Consolidated Statements of Comprehensive Income
2020 and 2019 January 1 to December 31
| ITEM | 2020 NOTE AMOUNT $ 1,667 6(3) 16,638 6(7)(22) 4,416 6(29) ( 348) 22,373 6(22) ( 8,149) 6(22) 10,321 6(7)(22) ( 4,324) 6(29) 2,227 75 $ 22,448 $ 308,008 $ 286,094 ( 534) $ 285,560 $ 308,010 ( 2) $ 308,008 6(30) $ 6(30) $ |
2020 | (In Thousands of New Taiwan Dollars) 2019 % AMOUNT % - $ 22,892 - - ( 17,675 ) - - ( 7,619 ) - - ( 4,577) - - ( 6,979) - - ( 16,404 ) - - 15,603 - - ( 1,303 ) - - 1,594 - - ( 510) - - ($ 7,489) - 6 $ 645,560 11 6 $ 649,123 11 - 3,926 - 6 $ 653,049 11 6 $ 641,989 11 - 3,571 - 6 $ 645,560 11 1.12 $ 2.55 1.12 $ 2.54 |
|---|---|---|---|
| Other comprehensive income (LOSS) Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit obligation 8316 Unrealized gain on investments in equity instruments at fair value through other comprehensive income 8320 Share of other comprehensive loss of associates 8349 Income tax benefit (expense) related to items that will not be reclassified subsequently 8310 Total items not reclassified to profit or loss Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences arising on translation of foreign operations 8367 Unrealized gain on investments in debt instruments at fair value through other comprehensive income 8370 Share of other comprehensive loss of associates 8399 Income tax benefit (expense) related to items that will be reclassified subsequently 8360 Total amount of items that may be reclassified to profit or loss in the future 8300 Other comprehensive income,net of tax 8500 Total comprehensive income NET INCOME ATTRIBUTABLE TO: 8610 Shareholders of the parent 8620 Non-controlling interests Total TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: 8710 Shareholders of the parent 8720 Non-controlling interests Total Basic earnings per share 9750 Total Diluted earnings per share 9850 Total Diluted earnings per share |
|||
| $ |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements and should be read in conjunction with these consolidated financial statements.
23
Hota Industrial Manufacturing Company Limited and Subsidiaries
Consolidated Statements of Changes in Equity
(In Thousands of New Taiwan Dollars)
| 2019 BALANCE, JANUARY 1, 2019 Net income in 2019 Other comprehensive income (loss) in 2019, net of income tax Total comprehensive income (loss) in 2019 Appropriations of earnings in 2018 Legal capital reserve Special capital reserve Common stock and cash dividends to shareholders Disposal of investments in equity instruments at fair value through other comprehensive income The investee company distributes cash dividends BALANCE, DECEMBER 31, 2019 JANUARY 1 to DECEMBER 31, 2020 Net income in 2020 Net income Other comprehensive income Total comprehensive income Appropriations of earnings in 2019 Legal capital reserve Special capital reserve Common stock and cash dividends to shareholders Share-based payment transaction Disposal of investments in equity instruments at fair value through other comprehensive income Treasury stock repurchase Decrease in treasury stock The investee company distributes cash dividends BALANCE, DECEMBER 31, 2020 |
N o t e |
EquityAttribu | tableto Shareholders | of theParent | T o t a l |
Non-controlling I n t e r e s t s |
Total Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Capital Surplus | Retained Earnings | Unappropriated Earnings |
Oth | ers Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income |
TreasuryStock |
|||||||
| Legal Capital Reserve |
Special Capital Reserve |
Foreign Currency Translation Reserve |
|||||||||||
| 6(22) 6(21) 6(22) 6(21) 6(18)(20 ) 6(22) 6(19) 6(19)(20 ) |
$2,549,565 - - - - - - - - $2,549,565 $2,549,565 - - - - - - - - - ( 4,390) - $2,545,175 |
$1,916,204 - - - - - - - - $1,916,204 $1,916,204 - - - - - - 20,895 - - ( 30,620 ) - $1,906,479 |
$ 469,600 - - - 123,692 - - - - $ 593,292 $ 593,292 - - - 66,870 - - - - - - - $ 660,162 |
$ - - - - - 23,850 - - - $ 23,850 $ 23,850 - - - - 24,386 - - - - - - $ 48,236 |
$1,905,095 649,123 18,381 667,504 ( 123,692 ) ( 23,850 ) ( 892,348 ) 1,192 - $1,533,901 $1,533,901 286,094 1,360 287,454 ( 66,870 ) ( 24,386 ) ( 509,913 ) - 7,436 - - - $1,227,622 |
($ 16,067) - ( 16,112) ( 16,112) - - - - - ($ 32,179) ($ 32,179) - ( 10,242) ( 10,242) - - - - - - - - ($ 42,421) |
($ 7,782) - ( 9,403) ( 9,403) - - - 1,128 - ($ 16,057) ($ 16,057) - 30,798 30,798 - - - - ( 7,436) - - - $ 7,305 |
$ - - - - - - - - - $ - $ - - - - - - - - - ( 35,010) 35,010 - $ - |
$6,816,615 649,123 ( 7,134) 641,989 - - ( 892,348) 2,320 - $6,568,576 $6,568,576 286,094 21,916 308,010 - - ( 509,913) 20,895 - ( 35,010) - - $6,352,558 |
$ 54,179 3,926 ( 355 ) 3,571 - - - - ( 1,398 ) $ 56,352 $ 56,352 ( 534 ) 532 ( 2 ) - - - - - - - ( 1,865 ) $ 54,485 |
$6,870,794 653,049 ( 7,489 ) 645,560 - - ( 892,348 ) 2,320 ( 1,398 ) $6,624,928 $6,624,928 285,560 22,448 308,008 - - ( 509,913 ) 20,895 - ( 35,010 ) - ( 1,865 ) $6,407,043 |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements and should be read in conjunction with these consolidated
financial statements.
24
Hota Industrial Manufacturing Company Limited and Subsidiaries
Consolidated Statement of Cash Flows
2020 and 2019 January 1 to December 31
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Provided by (used in) operating activities: Loss (gain) on financial asset and liability at fair value through profit or loss, net Depreciation - Property Depreciation – Right-of-use asset Amortization expense Interest expense Interest expense - Lease liability Expected credit losses Interest income from bank deposits Share of profits of associates Loss (gain) on disposal or retirement of property, plant and equipment, net Cash increase to retain employee subscription remuneration costs Unrealized exchange loss Changes in operating assets and liabilities: Changes in operating assets Financial instruments at fair value through profit or loss – current Notes receivables Trade receivables and trade receivables from related parties Other receivables Inventories Other current assets Other noncurrent assets Changes in liabilities Notes payable Accounts payable (related parties) Other payables Other current liabilities Other noncurrent liabilities Cash generated from operations Income taxes paid Interest received Interest paid Net cash generated by operating activities |
(In Thousands of New Taiwan Dollars) NOTE January 1 to December 31,2020 January 1 to December 31,2019 $ 324,048 $ 744,919 6(26) - ( 2,084 ) 6(8)(28) 599,821 577,935 6(10)(28) 23,262 28,770 6(28) 10,067 9,725 6(27) 103,511 85,367 6(10)(27) 4,780 4,738 12(2) 6,089 8,955 6(24) ( 4,803 ) ( 9,509 ) 6(7) 1,369 1,235 6(26) ( 2,494 ) ( 329 ) 6(18) 20,895 - 10,045 35,290 - 63,047 ( 15,794 ) 5,189 39,590 ( 315,941 ) ( 23,961 ) 40,833 ( 12,553 ) ( 131,593 ) 35,305 ( 83,800 ) 7,696 ( 6,750 ) 113,353 ( 115,848 ) 15,614 ( 304,663 ) ( 9,560 ) ( 182,064 ) 12,880 ( 3,246 ) 44,215 ( 12,088 ) 1,303,375 438,088 ( 109,226 ) ( 58,769 ) 4,806 9,510 ( 103,583 ) ( 85,974 ) 1,095,372 302,855 |
|---|---|
(continue in next page)
25
Hota Industrial Manufacturing Company Limited and Subsidiaries
Consolidated Statement of Cash Flows
2020 and 2019 January 1 to December 31
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal or redemption of: Financial assets at fair value through other comprehensive income – current Acquisitions of: Financial assets at fair value through other comprehensive income – noncurrent Financial assets at amortized cost Dividends received from investments accounted for using equity method Acquisitions of: Property, plant and equipment Proceeds from disposal or redemption of: Property, plant and equipment Increase in intangible assets Refundable deposits refunded Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Proceeds from short-term bills payable Repayment of the principal portion of lease liabilities Proceeds from long-term bank loans Repayment from long-term bank loans Cash dividends Proceeds from Disposal of Treasury Stock Net cash used in financing activities EFFECT OF EXCHANGE RATE NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR |
NOTE ( ( 6(31) ( ( ( 6(32) 6(32) 6(32) ( 6(32) 6(32) ( 6(21) ( 6(19) ( ( |
(In Thousands of New Taiwan Dollars) January 1 to December 31,2020 January 1 to December 31,2019 $ 17,608 $ 22,319 6,503 ) ( 2,239 ) 1,112 ) ( 29,316 ) 2,441 11,892 1,689,681 ) ( 2,232,191 ) 10,235 14,864 2,715 ) ( 9,626 ) 1,047 729 1,668,680 ) ( 2,223,568 ) 958,281 ( 289,237 ) 40,000 310,000 20,136 ) ( 26,005 ) 6,319,534 5,306,773 5,909,807 ) ( 3,282,164 ) 509,913 ) ( 892,348 ) 35,010 ) - 842,949 1,127,019 829 ) 24,829 268,812 ( 768,865 ) 526,855 1,295,720 $ 795,667 $ 526,855 |
|---|---|---|
| $ $ |
The accompanying notes to the consolidated financial statements are an integral part of these consolidated financial statements and should be read in conjunction with these consolidated financial statements.
26
These financial statements are translated from the traditional Chinese version and are unaudited by a CPA.
Independent Auditor’s Report
(110) Ministry of Finance approved No.20004692
The Board of Directors and Shareholders Hota Industrial Manufacturing Company Limited Public
Opinion
We have audited the accompanying Individual states of Hota Industrial Manufacturing Company Limited (the “Company”), which comprise the individual balance sheets as of December 31,2020 and 2019, and the individual statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the individual financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying individual financial statements present fairly, according to our audit result and audit reports from other accountants(please refer to “Others” section),the individual financial position of the Company as of December 31,2020 and 2019,and its individual financial performance and its individual cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by the Securities Issuers and the International Reporting Standards(IRFS), International Accounting Standards(IAS), IFRIC Interpretations(IFRIC), and SIC Interpretations (SIC) endorsed and issues into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of china. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual Financial Statement section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of china and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters December 31,2020 and 2019,
Key audit matters are those materials that, in our professional judgment, were of most significance in our audit of the individual financial statements for the year ended December 31,2020. These matters were addressed in the context of our audit of the Individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
27
Key audit matters for the company’s individual financial statements for the year ended December 31,2020 are stated as follows:
Cut-off date for international export income
Notes
With regard to the accounting policy on income recognition, please refer to Note 4 (27) of the individual financial report.
The Company mainly focused on the manufacturing and trading of related products for vehicle transmission parts. The main source of sales income is international export sales. Sales to customers involve different types of trading conditions. However, the Company recognize the sales revenue immediately after shipment. At the end of each period, ownership of the products that has not been transferred to the buyer due to the failure of the agreed trading conditions and the control of the product has not been transferred to the buyer. Because the data collection that does not meet the sales revenue recognition conditions involves a high degree of manual judgment and operation, the accountant has included the cut-off date of the export sales revenue as a significant review item.
Corresponding verification procedures
The accountants respond to above notes and take procedures for the specific aspects and procedures are summarized as follows:
-
Understand and evaluate the operating procedures and internal controls of the Company sales transactions, and test the controls.
-
Perform a cut-off test for sales transactions within a certain period before and after the end of the financial report, and confirm that revenue is recognized in the appropriate period.
Inventory allowance falling price and sluggish loss evaluation
Notes
With regard to inventory accounting policies, please refer to Note 4 (13) of the individual financial report. For important accounting estimates and assumptions for inventory evaluation, please refer to Note 5 (2) of the individual financial report. Please refer to Note 6 (6) of the individual financial report for the description of the inventory allowance loss. The Company’s inventory and inventory allowance losses as of December 31, 2020 were NT$1,750,240 thousand and NT$74,202 thousand, respectively.
28
The Company is mainly engaged in the manufacturing and trading of automotive transmission parts related products. Due to the fierce competition in the automotive transmission parts market, there is a high risk of inventory falling-price loss or outdated price loss. The inventories of the Company are measured by cost and net realizable value. For inventories that are older than a certain period of age and those that are respectively identified as obsolete, provision is made for depreciation losses based on the degree of inventory depletion. The net realizable value used to evaluate obsoleteness often involves subjective judgments and therefore a high degree of uncertainty in estimation exists. Considering the Company's inventory and its allowance for depreciation losses have a significant impact on the financial statements. The accountant believes that the Company's inventory depreciation loss evaluation is one of the most important items in this year's audit.
Corresponding verification procedures
The accountants respond to above notes and take procedures for the specific aspects and procedures are summarized as follows:
-
Understand and evaluate the inventory allowance for depreciation losses, the operating procedures and internal controls mentioned. And then test the controls.
-
Review the annual inventory-check plan and participate in the annual inventory check to evaluate the management's control of outdated inventory.
-
The policy for the provision of allowances for inventory evaluation losses is consistently adopted and the rationality of the provision policy is evaluated during the period of comparing the financial statements.
-
Obtain the inventory age reports to check the inventory items to test the accuracy of the inventory age calculation logic and information.
-
Regarding the estimated net realizable value of the inventory items, discuss with the management and obtain supporting documents, and then evaluate the rationality of the inventory allowance evaluation loss.
Other matters-adopting other accountants' audit reports
The company’s individual financial statements adopt equity method for investee companies whose financial statements have not been checked by this accountant, but by other accountants. Therefore, in the opinions expressed by this accountant on the above individual financial statements, the amounts listed in the financial statements of these companies are based on the audit reports of other accountants. The amount of investment using the equity method on December 31, 2020 and December 31, 2019 were NT$45,707 thousand and 48,373 thousand, respectively, accounting for 0.27% and 0.29% of the total assets respectively. From January 1[st] to December 31[st] 2020 and from January 1[st] to December 31[st] 2019, the comprehensive profits recognized by the equity method were NT$258 thousand in losses and NT$2,374 thousand in benefits, respectively, each accounting for 0.08% and 0.37% of comprehensive profit and loss.
29
Responsibilities of Management and Those Charged with Governance for the Individual Financial Statements
Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IRFS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China ,and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.
In preparation the Individual financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Individual Financial Statements
Our Objectives are to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists, Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, the could reasonably be expected to influence the economic decisions of users taken on the basis of these Individual financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also
-
Identify and assess the risks of material misstatement of the individual 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 Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
30
-
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 the events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the Individual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the individual financial statements, including the disclosures, and whether the Individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the Individual 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 departments, 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 the audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements and communicated with them all relationships and other matters that may reasonably be thought to bear our independence, and where applicable, related safeguards.
31
From the matters communicated with those charged with governance, we determine those matters that were of significance in the audit of the individual financial statements for the year ended December 31,2020 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 communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
P r i c e w a t e r h o u s e C o o p e r s T a i w a n
==> picture [134 x 39] intentionally omitted <==
Financial Supervisory Commission Approved-certified No.: 1090350620
1050035683
March 17, 2021
32
Hota Industrial Manufacturing Company Limited
Individual Balance Sheet
2020 and 2019 December 31
| ASSETS | Note 6(1) 6(2) 6(3) 6(4) 6(4) 7(2) 6(5) , 7(2) 6(6) 6(2) 6(7) 6(8) , 8 6(9) 6(30) 6(11) |
(In Thousands of New Taiwan Dollars) December 31,2020 December 31,2019 Amount % Amount % $ 687,561 4 $ 377,446 2 76,039 1 61,292 - 57,355 - 606 - 9,842 - 581 - 2,041,334 12 2,161,425 13 18,665 - 19,346 - 40,778 - 253,763 2 1,676,038 10 1,725,258 11 129,732 1 142,325 1 4,737,344 28 4,742,042 29 57,650 - 74,492 1 860,624 5 885,056 5 10,476,818 62 9,891,452 60 257,098 2 284,281 2 7,034 - 13,169 - 60,604 - 55,037 - 545,418 3 465,999 3 12,265,246 72 11,669,486 71 $ 17,002,590 100 $ 16,411,528 100 |
|---|---|---|
| CURRENT ASSETS 1100 Cash and cash equivalents 1120 Financial assets at fair value through profit or loss 1136 Hedging financial assets 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Other receivables from related parties,net 1200 Other receivable 130X Inventories 1470 Other current assents 11XX Total current assets NONCURRENT ASSETS 1517 Financial assets at fair value through profit or loss 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other noncurrent assets 15XX Total noncurrent assets 1XXX TOTAL |
(continue in next page)
33
Hota Industrial Manufacturing Company Limited
Individual Balance Sheet
2020 and 2019 December 31
| LIABILITIES AND EQUITY | (In Thousands of New Taiwan Dollars) December 31, 2020 December 31, 2019 Note Amount % Amount % 6(12), 8 $ 1,850,370 11 $ 1,000,753 6 6(13) 600,000 4 560,000 3 425,000 2 381,778 2 7(2) 438,171 3 428,330 3 6(14), 7(2) 435,034 3 562,293 4 6(30) 42,911 - 97,579 1 13,874 - 15,811 - 6(15) 1,997,512 12 1,475,209 9 69,321 - 10,177 - 5,872,193 35 4,531,930 28 6(15), 8 4,344,727 26 4,887,208 30 6(30) 54,357 - 64,241 - 6(9) 246,790 1 270,487 2 6(17) 131,965 1 89,086 - 4,777,839 28 5,311,022 32 10,650,032 63 9,842,952 60 6(19) 2,545,175 15 2,549,565 15 6(20) 1,906,479 11 1,916,204 12 6(21) 660,162 4 593,292 4 48,236 - 23,850 - 1,227,622 7 1,533,901 9 6(22) ( 35,116) - ( 48,236) - 6,352,558 37 6,568,576 40 9 11 $ 17,002,590 10 0 $ 16,411,528 100 |
|---|---|
| CURRENT LIABILITIES 2100 Short-term loans 2110 Short-term bills payable 2150 Notes payble 2170 Accounts payable 2200 Other payable 2230 Income tax payable 2280 Lease liability -Current2320 Long-term liabilities due within one year or business cycle 2399 other current liabilities 21XX Total current liabilities NONCURRENT LIABILITIES 2540 Long-term loan 2570 Deferred income tax liabilities 2580 Lease liability -noncurrent2600 Other noncurrent liabilities 25XX Total noncurrent liabilities 2XXX Total liabilities EQUITY Capital 3110 Common shares Capital reserve 3200 Capital surplus Capital reserve 3310 Legal reserve 3320 Special reserve 3350 unappropriated earnings Other equity 3400 Other equity 3XXX Total equity Commitments and contingencies Significant subsequent events 3X2X Total liabilities and equities |
The accompanying notes are an integral part of the parent company only financial statements.
34
Hota Industrial Manufacturing Company Limited Individual Statements of Comprehensive Income 2020 and 2019 January 1 to December 31
| Item 4000 Net Revenue 5000 Cost of revenue 5900 Gross profit 5910 Unrealized loss of sales 5950 Net operating profit Operating Expenses 6100 Marketing 6200 administrative 6300 Research and development 6450 Expected credit impairment loss 6000 Total Operating Expenses 6900 Operation interest Other gains and losses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of other comprehensive gain of subsidiaries on investments in equity instruments at fair value 7000 Total Other gains and losses 7900 Net profits before tax 7950 Income tax 8200 Net profits |
(In Thousands of New Taiwan Dollars) (Except for earnings per share of New Taiwan dollars) 2020 2019 Note Amount % Amount % 6(23) , 7 (2) $ 4,787,240 100 $ 5,683,259 100 6(6)(28) (29) , 7 (2) ( 3,669,401) ( 76)( 4,075,052)( 72) 1,117,839 24 1,608,207 28 1,432 - 2,773 - 1,119,271 24 1,610,980 28 6(28) (29) ( 451,722) ( 10) ( 501,266 ) ( 9) ( 97,367) ( 2) ( 113,863 ) ( 2) ( 108,631) ( 2) ( 144,459 ) ( 2) ( 5,674) - ( 4,500) - ( 663,394) ( 14)( 764,088)( 13) 455,877 10 846,892 15 6(24) 3,399 - 6,141 - 6(25) 80,510 2 16,231 - 6(26) ( 107,801) ( 2) ( 39,654 ) ( 1) 6(27) ( 94,946) ( 2) ( 81,071 ) ( 1) 6(7) ( 19,370) ( 1)( 18,571) - ( 138,208) ( 3)( 116,924)( 2) 317,669 7 729,968 13 6(30) ( 31,575) ( 1)( 80,845)( 2) $ 286,094 6 $ 649,123 11 |
|---|---|
(continue in next page)
35
Hota Industrial Manufacturing Company Limited Individual Statements of Comprehensive Income 2020 and 2019 January 1 to December 31
(In Thousands of New Taiwan Dollars) (Except for earnings per share of New Taiwan dollars)
| Item Other comprehensive income(loss), net Items Not reclassified to profit or loss 8311 Measure on defined benefit plans 8316 The share of other comprehensive profits and losses of subsidiaries, affiliates and joint ventures recognized using the equity method-items not reclassified to profits and losses 8330 The share of other comprehensive profits and losses of subsidiaries, affiliates and joint ventures recognized using the equity method-items not reclassified to profits and losses - Not reclassified to profit or loss 8349 Income tax related to items not reclassified to profit or loss 8310 Total not reclassified to profit or loss Items that may be reclassified to profit and loss in the future 8361 Currency conversion difference in the conversion of financial statements of foreign operating organizations 8367 Net unrealized appraisal of gains and losses of debt instrument investments measured at fair value through other comprehensive gains and losses 8380 The share of other comprehensive profits and losses of subsidiaries, affiliates and joint ventures recognized using the equity method-items that may be reclassified to profits and losses 8399 Income tax related to items not reclassified to profit or loss 8360 Total Items that may be reclassified to profit and loss 8300 Other comprehensive net gains/losses 8500 Total comprehensive gains/losses Basic earnings per share 9750 Total basic earnings per share Diluted earnings per share 9850 Total Diluted earnings per share |
2020 Note Amount 6(17) $ 1,863 9,009 11,338 6(30) ( 373) 21,837 ( 8,145) 10,321 ( 4,324) 6(30) 2,227 79 $ 21,916 $ 308,010 6(31) $ 6(31) $ |
2020 | 2019 % Amount - $ 23,104 - ( 11,526 ) - ( 13,583 ) - ( 4,620) - ( 6,625) - ( 16,403 ) - 15,603 - ( 1,303 ) - 1,594 - ( 509 ) - ($ 7,134) 6 $ 641,989 1.12 $ 1.12 $ |
2019 | |
|---|---|---|---|---|---|
| % | |||||
| - - - - |
|||||
| - | |||||
| - - - - |
|||||
| - | |||||
| - | |||||
| 11 | |||||
| 2.55 | |||||
| $ | $ | 2.54 |
The accompanying notes are an integral part of the parent company only financial statements.
36
Hota Industrial Manufacturing Company Limited
Individual Statements of Changes in Equity
2020 and 2019 January 1 to December 31
(In Thousands of New Taiwan Dollars)
| Statement of changes in equity Year 2019 BALANCE, JANUARY 1, 2019 Net profits 2019 Other comprehensive gains/losses 2019 Total comprehensive income Earnings distribution and allocation 2018 Legal reserve listed Special reserve listed Common stock cash dividend Dispose of equity instruments measured at fair value through other comprehensive gains and losses Balance , December 31,2019 Year 2020 BALANCE, JANUARY 1, 2020 Net profits 2020 Other comprehensive gains/losses 2020 Total comprehensive income Earnings distribution and allocation 2019 Legal reserve listed Special reserve listed Common stock cash dividend Share-based payment transaction Dispose of equity instruments measured at fair value through other comprehensive gains and losses Repurchase Treasury stock Logout Treasury stock Balance , December 31,2020 |
N o t e s |
Common Shares | Capital Surplus | Retained earnings | Retained earnings | Retained earnings | Other | Other | interests | interests | Treasurystock | Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal Capital Reserve |
Special Capital Reserve |
Unappropriated Earnings |
Foreign Currency Translation Reserve |
Unrealized Gain (Loss) on Assets at Fair Value Trough Other Comprehensive Income |
|||||||||||||||
| 6(22) 6(21) 6(22) 6(22) 6(21) 6(18)(20) 6(22) 6(19) 6(19)(20) |
$ 2,549,565 - - - - - - - $ 2,549,565 $ 2,549,565 - - - - - - - - - ( 4,390 ) $ 2,545,175 |
$ 1,916,204 - - - - - - - $ 1,916,204 $ 1,916,204 - - - - - - 20,895 - - ( 30,620 ) $ 1,906,479 |
$ 469,600 - - - 123,692 - - - $ 593,292 $ 593,292 - - - 66,870 - - - - - - $ 660,162 |
$ - - - - - 23,850 - - $ 23,850 $ 23,850 - - - - 24,386 - - - - - $ 48,236 |
$ 1,905,095 649,123 18,381 667,504 ( 123,692 ) ( 23,850 ) ( 892,348 ) 1,192 $ 1,533,901 $ 1,533,901 286,094 1,360 287,454 ( 66,870 ) ( 24,386 ) ( 509,913 ) - 7,436 - - $ 1,227,622 |
($ 16,067 ) - ( 16,112 ) ( 16,112 ) - - - - ($ 32,179 ) ($ 32,179 ) - ( 10,242 ) ( 10,242 ) - - - - - - - ($ 42,421 ) |
($ 7,782 ) - ( 9,403 ) ( 9,403 ) - - - 1,128 ($ 16,057 ) ($ 16,057 ) - 30,798 30,798 - - - - ( 7,436 ) - - $ 7,305 |
$ - - - - - - - - $ - $ - - - - - - - - - ( 35,010 ) 35,010 $ - |
$ 6,816,615 649,123 ( 7,134 ) 641,989 - - ( 892,348 ) 2,320 $ 6,568,576 $ 6,568,576 286,094 21,916 308,010 - - ( 509,913 ) 20,895 - ( 35,010 ) - $ 6,352,558 |
The accompanying notes are an integral part of the parent company only financial statements.
37
Hota Industrial Manufacturing Company Limited Individual Statement of Cash Flows 2020 and 2019 January 1 to December 31
(In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Income expense item Depreciation expense Depreciation expense - Right-of-use asset Amortization Interest expense Interest expense- Lease liability Interest income Expected credit loss Share of other comprehensive gain of subsidiaries on investments in equity instruments at fair value Cash increase to retain employee subscription remuneration costs Gain on disposal of intangible assets, net Unrealized sales loss Unrealized exchange loss Changes in assets/liabilities related to operation activities Property net change related to operation activities Notes receivable Accounts receivable Accounts receivable - related parties Other accounts receivable Inventory Other current assets Other noncurrent assets Liabilities net change related to operation activities Notes payable (related parties included) Accounts payable (related parties included) Other payables Other current liabilities Other noncurrent liabilities Cash inflow from operation activities Interest charged Interest paid Income tax paid Net cash inflow by operation activities |
Note January 1 to December 31,2020 January 1 to December 31,2019 $ 317,669 $ 729,968 6(8)(28) 561,737 550,277 6(9)(28) 16,602 21,563 6(28) 9,671 9,341 6(27) 90,721 76,462 6(9)(27) 4,225 4,609 6(24) ( 3,399 ) ( 6,141 ) 12(2) 5,674 4,500 6(7) 19,370 18,571 6(18) 20,895 - 6(26) ( 2,493 ) ( 290 ) ( 1,432 ) ( 2,773 ) 10,045 35,290 ( 9,261 ) 3,829 144,012 ( 263,782 ) 680 7,352 212,982 ( 26,103 ) 49,220 ( 109,362 ) 12,593 ( 29,665 ) ( 360 ) ( 195 ) 43,222 ( 114,074 ) 9,841 ( 342,515 ) ( 14,861 ) ( 150,983 ) 59,144 ( 3,191 ) ( 2,047 ) ( 11,608 ) 1,554,450 401,080 3,402 6,142 ( 92,343 ) ( 81,645 ) ( 99,841 ) ( 46,893 ) 1,365,668 278,684 |
|---|---|
(continue in next page)
38
Hota Industrial Manufacturing Company Limited Individual Statement of Cash Flows
2020 and 2019 January 1 to December 31
| CASH FLOWS FROM INVESTING ACTIVITIES Net unrealized appraisal of gains and losses of debt instrument investments measured at fair value Increase in financial assets measured at amortized cost Gain financial assets measured at fair value through other comprehensive gains and losses from noncurrent Investment using the equity method Cash dividends from the equity method Acquisitions of Property, plant and equipment Disposal of property, facility and equipment Gain intangible assets Decrease (increase) in refundable deposits Net cash outflow by investing activities Cash flow from financing activities Increase in short-term payables Increase (decrease) in short-term loans Long-term loan repayment Long-term borrowings repayment Lease principal repayment Cash dividends Treasury stock buyback cost Net cash inflow from financing activities Impact of exchange rate changes on cash and cash equivalents Increase (decrease) in current cash and cash equivalents cash and cash equivalents in the beginning of term cash and cash equivalents in the end of term |
(In Thousands of New Taiwan Dollars) Note January 1 to December 31,2020 January 1 to December 31,2019 $ 17,608 $ 22,319 ( 56,749 ) ( 13 ) ( 6,503 ) ( 2,239 ) - ( 61,561 ) 5,363 3,964 6(32) ( 1,347,423 ) ( 2,045,277 ) 7,180 12,242 ( 3,287 ) ( 9,304 ) 1,080 357 ( 1,382,731 ) ( 2,079,512 ) 6(33) 40,000 310,000 6(33) 841,081 ( 201,708 ) 6(33) ( 5,505,894 ) ( 3,015,390 ) 6(33) 5,532,505 4,797,178 6(33) ( 14,809 ) ( 19,546 ) 6(21) ( 509,913 ) ( 892,348 ) 6(19) ( 35,010 ) - 347,960 978,186 ( 20,782 ) ( 1,147 ) 310,115 ( 823,789 ) 377,446 1,201,235 $ 687,561$ 377,446 |
|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded) 。
39
(Appendix 2) Table of Earnings Distribution
Hota Industrial MFG. Co., Ltd. Earning Distribution statement of the year 2020
Unit: New Taiwan Dollar
| Item | Amount | Remark |
|---|---|---|
| Unappropriated retained earnings at beginningofperiod | 932,732,601 | |
| Remeasurement of Defined benefit plans | 1,360,130 | |
| Sale of Equity Instrument at fair value through other comprehensiveincome. |
7,436,105 | |
| Net Profit of year 2020 | 286,093,907 | |
| Unappropriated retained earnings, Total | 1,227,622,743 | |
| Legal Reserve (10%) | (29,489,014) | |
| Special Reserve | - |
|
| Total retained earnings | 1,198,133,729 | |
| Current Distribution Items | ||
Cash Dividend(NTD 0.84 per share) |
(234,794,711) | |
Stock Dividend(NTD 0.0 per share) |
- |
|
| Current Distribution | ||
| Unappropriated retained earnings at end of period | 963,339,018 | |
| 1. The Company's earnings distribution policy adopts the priority to allocate the earnings of the year 2020, if insufficient shall be compensated by the surplus of previous years on the first-in- first-out principle. 2. The ex-right/ex-dividend rate is calculated based on the total number of shares issued and outstanding 279,517,513 shares; the actual allotment amount per thousand shares is calculated based on the actual number of shares issued and outstanding on the ex-rights/ex-dividend base date. In the case of this earnings distribution proposal, if the number of distributable shares of the Company’s common shares has changed [reason for the change: It is the number of converted shares of convertible corporate bonds, or convertible special shares, or employee stock option], the shareholders’ ex-right / ex-dividend ratio changes and need modification, shareholders' meetingis proposedtoauthorizethe board ofdirectorsto dealwith it. |
Chairman of the Board: General Manager: Accounting Supervisor SHEN, GUO-RONG CHEN, JUN-ZHI CHEN, TAI-LIN
40
(Appendix 3) Comparison table of the “Operating Procedures for Loaning Funds to Others” Before and After version
| version | ||
|---|---|---|
| Articles after Amendment | Articles before Amendment | Explanation |
| Article 13 Relevant judgments and operating regulations for other attributable financing: 1. When the Company's money is in the following circumstances, it should be judged whether it is a capital loan. 1.1. If the Company's accounts receivable (counterparty including related parties and non-related parties) exceed the normal credit period of 3 months and the amount exceeds 2% of the Company's consolidated net value, it should be proposed to the board of directors at least quarterly for the resolution whether it is a capital loan. Except that it can prove that the Company does not have any intention to financing (such as taking legal actions, proposing specific and feasible control measures, etc.), it should be treated as capital loans. 1.2. The payment from the Company's non-normal business activities, if the amount exceeds 2% of the Company's net value, and the payment does not have a contractual relationship, or the payment amount does not match the contractual obligations, or the reason for the payment disappears, etc. has not been retrieved more than 3 months, it shall be handled in accordance with the above regulations. 2. When a capital loan recognized by the Company and the balance exceeds the limit due to the above- regulations, the improvement plan shall be formulated and executed, and the improvement plan shall be submitted to the Audit Committee. |
None. | 1. This article is newly added. 2. Add relevant judgments and operating regulations for other attributable financing. |
41
(Appendix 4) Comparison table of the “Meeting Rules of the Shareholders’ Meeting” Before and After version
| Articles after Amendment | Articles before Amendment | Explanation |
|---|---|---|
| Article 1: In order to establish a good governance system, improve supervision functions, and reinforce management functions for the shareholders' meeting of the Company, these rules have been formulated in accordance with Article 5 of “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.”The shareholders’ meeting of the Company shallfollowthe provisions of these rules unless otherwise regulated by laws, regulations, or the Articles of Incorporation. |
Article 1: The shareholders’ meeting of the Company shall~~be executed by t~~he provisions of these rules unless otherwise regulated by laws or regulations. |
Adjusted with the amendment to the rules of the shareholders meeting |
| Article 2: Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special |
Adjusted with No. 1090009468 announcement of the TWSE. |
42
| Articles after Amendment | Articles before Amendment | Explanation |
|---|---|---|
| shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. 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 the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 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. Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons |
43
| Articles after Amendment | Articles before Amendment | Explanation |
|---|---|---|
| for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation 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 its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present inperson or by proxyat the regular |
44
| Articles after Amendment | Articles before Amendment | Explanation |
|---|---|---|
| shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda. |
||
| Article 3: 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 before 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 correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meetingbytheproxyshallprevail. |
Adjusted with the amendment to the rules of the shareholders meeting |
|
| Article 4: The venue for a shareholders meetingshall |
Article 4: The venue for a shareholders meetingshall |
Adjusted with the |
45
| Articles after Amendment | Articles before Amendment | Explanation | |
|---|---|---|---|
| be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting. |
be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. |
amendment to the rules of the shareholders meeting |
|
| Article 5: The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. (omit …) The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. (omit …) |
Article~~2:~~ The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. (omit …) ~~Shares of attendant shareholders is~~ ~~calculated by the attendance book or sign-~~ ~~in cards handed 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. (omit …) |
Adjusted with the amendment to the rules of the shareholders meeting |
|
| Article 6: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managingdirectors,one of the |
Article~~5:~~ If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board.~~It~~ ~~is advisable that the meeting is attended by~~ ~~a majority of the directors, at least one~~ ~~supervisor in person, and at least one~~ ~~member of each functional committee on~~ ~~behalf of the committee. The attendance~~ ~~shall be recorded in the meeting minutes.~~ 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 |
Adjusted with the amendment to the rules of the shareholders meeting |
46
| Articles after Amendment | Articles before Amendment | Explanation | |
|---|---|---|---|
| directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. (omit …) It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting.When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity. |
or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. (omit …) If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. ~~Article 6:~~ The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity. |
||
| Article 8: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign- in cards handed inplus the number of |
Articl~~e 3:~~ Attendance at shareholders meetings shall be calculated based on numbers of shares. |
Adjusted with No. 1090009468 announcement of the TWSE. |
47
| Articles after Amendment | Articles before Amendment | Explanation | |
|---|---|---|---|
| shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting timeand disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made.If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. 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. (omit …) |
~~Article 8:~~ The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. 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. (omit …) |
||
| Article 9: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors.Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda).The |
Article 9: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. |
Adjusted with the amendment to the rules of the shareholders meeting |
48
Articles after Amendment
Articles before Amendment
Explanation
| Articles after Amendment | Articles before Amendment | Articles before Amendment | Explanation |
|---|---|---|---|
| meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. (omit …) The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders;when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting. |
(omit …) The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. ~~After the adjournment of the meeting,~~ ~~shareholders shall not elect another~~ ~~chairman to continue the meeting at the~~ ~~original location or in another place. ~~If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. ~~Article 14:~~ When the chair is of the opinion that a proposal has been ~~discussed ~~sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote. |
||
| Article 10: Before speaking, an attending shareholder (omit …) After an attending shareholder has spoken, the chair may respond in person or direct relevantpersonnel to respond. |
Article 10: Before speaking, an attending shareholder (omit …) |
Adjusted with the amendment to the rules of the shareholders meeting |
49
| Articles after Amendment | Articles before Amendment | Explanation | |
|---|---|---|---|
| Article 11: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair mayterminate the speech. |
Article 11: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. |
Adjusted with the amendment to the rules of the shareholders meeting |
|
| Article 12: When a corporate shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. |
Article 12: ~~When a corporate shareholder is entrusted to~~ ~~attend the shareholders’ meeting, only one~~ ~~representative can be assigned to attend the~~ ~~shareholders’ meeting.~~ When a corporate shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. |
Adjusted with the amendment to the rules of the shareholders meeting |
|
| Article 14: Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust |
Articl~~e 3:~~ Voting at a shareholders meeting shall be calculated based the number of shares. |
Adjusted with the amendment to the rules of the shareholders meeting |
50
| Articles after Amendment | Articles before Amendment | Explanation |
|---|---|---|
| enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. |
||
| Article 15: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non- voting shares under Article 179, paragraph 2 of the Company Act. When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the |
Article 15: | Adjusted with the amendment to the rules of the shareholders meeting |
51
| Articles after Amendment | Articles before Amendment | Explanation | |
|---|---|---|---|
| shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for eachproposal,based on the |
~~Article 17:~~ Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for eachproposal,based on the |
52
| Articles after Amendment | Articles before Amendment | Explanation | |
|---|---|---|---|
| numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System (MOPS). When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. (omit …) |
numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System (MOPS). ~~Article 18:~~ When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. (omit …) |
||
| Article 16: When a meeting is in progress, the chair may announce a break based on time considerations.If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act. |
Article 16: When a meeting is in progress, the chair may announce a break based on time considerations. ~~Article 20:~~ ~~When the shareholders' meeting cannot~~ ~~proceed with the agenda for some reason,~~ ~~the chairman of the current shareholders'~~ ~~meeting shall be authorized ~~to defer or resume the meetingwithin five days in |
Adjusted with the amendment to the rules of the shareholders meeting |
53
| Articles after Amendment | Articles before Amendment | Explanation | |
|---|---|---|---|
| accordance with Article 182 of the CompanyAct. |
|||
| Article 17: The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately,including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. |
~~Article 15, Item 3:~~ The election of directors~~or supervisors~~at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors~~and~~ ~~supervisorsa~~nd the numbers of votes with which they were elected. |
Adjusted with No. 1090009468 announcement of the TWSE. |
|
| 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 chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted,and a summaryof the |
Adjusted with the amendment to the rules of the shareholders meeting |
54
| Articles after Amendment | Articles before Amendment | Explanation | |
|---|---|---|---|
| deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company. |
|||
| Article 19: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor." At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting. |
Article 19: ~~Article 6, Item 2:~~ Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor." |
Adjusted with the amendment to the rules of the shareholders meeting |
|
| Article 20: 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 and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If mattersput to a resolution at a |
Adjusted with the amendment to the rules of the shareholders meeting |
55
| Articles after Amendment | Articles before Amendment | Explanation |
|---|---|---|
| shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed timeperiod. |
||
| Article 22: These Rules shall take effect after having been approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner. The first amendment is made on June 18, 2013. The second amendment is made on June 11, 2015. The third amendment is made on June 10, 2021. |
Article 22: These Rules shall take effect after having been approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner. The first amendment is made on June 18, 2013. The second amendment is made on June 11, 2015. |
Adjusted with the amendment to the rules of the shareholders meeting |
56
(Appendix 5) Articles of Incorporation
Hota Industrial MFG. Co., Ltd. Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be Hota Industrial MFG. Co., Ltd.
-
Article 2: The scope of business of the Company shall be as follows:
-
CD01990 Other Transport Equipment and Parts Manufacturing
-
CB01010 Mechanical Equipment Manufacturing
-
CB01990 Other Machinery Manufacturing
-
CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
-
CD01040 Motorcycles and Parts Manufacturing
-
CD01050 Bicycles and Parts Manufacturing
-
CD01030 Motor Vehicles and Parts Manufacturing
-
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
-
CC01080 Electronics Components Manufacturing
-
F106010 Wholesale of Hardware
-
F206010 Retail Sale of Hardware
-
F111090 Wholesale of Building Materials
-
F211010 Retail Sale of Building Materials
-
F401010 International Trade
-
CF01011 Medical Devices Manufacturing
-
F108031 Wholesale of Medical Devices
-
F208031 Retail Sale of Medical Apparatus
-
Z999999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1:
-
Due to business needs, the Company may handle endorsement and guarantee matters in accordance with the Company's Operating procedures for endorsement and guarantee.
-
Article 3: The Company is headquartered in Taichung City, Taiwan, and when necessary may establish branches or subsidiaries at home and abroad according to resolutions by the board of directors.
Chapter 2 Shares
Article 4:
Total capital amount for the Company is set at NT$ 3,500 million dollars which are divided into 350 million shares, with NT$ 10 dollars per share. The
57
board of directors’ meeting is hereby authorized to issue these shares in separate batches. The shares issued by the Company may be exempted from printing stocks, and shall be registered with the securities centralized custodial institution, and special shares may be issued within the aforementioned total amount of shares.
-
Article 4-1: With shareholders representing more than half of total shares issued attending shareholder’s meeting as well as consent by more than two thirds of voting rights from attending shareholders, the Company may therefore assign shares to employees at prices lower than the actual average price of shares buy back.
-
Article 4-2: The Company may issue special shares less or equal than 150 million shares. The rights and obligations of the Company's special shares and other important issuance conditions are as follows:
-
If there is a surplus in the Company’s annual financial statements, the earning shall by sequence pay taxes, make up for previous losses, withdraw 10% legal reserve, add undistributed earning as the cumulative undistributed earnings. After adjustment of withdrawing or reversing by laws and regulations, and deduct proper earning for reservation, if there is still a balance, the special shares may be given priority to distribute the dividends for the current year.
-
Special dividends are capped at an annual rate of 8%.
-
Special share dividends are calculated based on the actual issuance price. After the annual shareholders meeting recognizes the final financial statements, the board of directors sets the special dividend ex-dividend baseline date, and pays the special dividends of the previous year in cash. Special share dividends of the Year of issuance are calculated by actual number of issuance days in a year, and the base day of capital raising is set as the issuance date.
-
If the Company has no surplus or insufficient surplus in the Company's annual final accounts for special share dividends distribution, the undistributed or under-distributed dividends will be accumulated and deferred in future years with surplus.
-
The dividend baseline date, issuance and conversion method and other related matters of the special shares are authorized to the board of directors to determine in accordance with the Company Act and the regulations of the securities authority.
-
After three years from the delivery date of the special shares, the Company can redeem 50% of the special shares at a lump sum in cash at the issue price.
-
The issuance period of the special share is five years. The Company compulsory converts the outstanding special shares
58
into common shares on the expiry date. After the special shares are converted into common shares in accordance with this provision, the Company will accumulate unpaid dividends, except as otherwise followed by the laws and regulations, and compensate in cash.
-
If the special shares have been converted into common shares before the ex-right (ex-dividend) base date, the common shares participate in the conversion of the current year's shareholders' meeting resolutions related to the previous year's earnings and capital distribution but waive special dividends for the previous year. If the special shares are converted into common shares after the ex-right (ex-dividend) base date, they shall participate in the conversion of the current year’s shareholders’ meeting resolutions to distribute the special dividends of the previous year, and no longer participate in the conversion of common shares related to the previous year's earnings and capital reserve distribution. In the year of conversion, the special dividends of the current year are not allowed, but they can participate in the distribution of earning and the capital reserve of common shares for the current year. Special dividends and ordinary dividends (interests) in the same year are based on the principle of non-repetitive distribution.
-
The special shares shall not participate in the distribution of earnings and capital reserve of common shares except for receiving special dividends.
-
The distribution of the Company’s residual assets by the special shares takes precedence over the common shares, but it does not exceed the amount of the special shares issued.
-
Special shares shareholders have no voting rights and electing rights in the common shares shareholders' meeting, but they may be elected as directors.
-
When the Company issues new shares in cash, special shares, and common shares shareholders have the same preferred stock options.
-
Article 5: The total number of reinvestments of the Company is not subject to the
restriction of Article 13 of the Company Act that the reinvestment shall not exceed 40% of the paid-in capital.
Article 6:
Article 7:
- The Company’s share affairs are handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" issued by the competent authority.
The entries in the shareholders' register shall not be altered within 30 days
59
prior to the convening date of a regular shareholders' meeting, or within 15 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
Chapter 3 Shareholders’ meeting
| Article | 8: | The Company’s shareholders’ meeting has two types: |
|---|---|---|
| 1. The regular shareholders' meeting shall be held within six months after | ||
| the end of each fiscal year. | ||
| 2. The extraordinary shareholders' meeting shall be convened in | ||
| accordance with relevant laws and regulations when necessary. | ||
| Article | 9: | When a shareholder is unable to attend the shareholders' meeting for some |
| reason, in accordance with Article 177 of the Company Act, the shareholder | ||
| may issue a proxy letter and entrust a representative to attend the meeting. | ||
| Article | 10: | The meeting shall be chaired by the chairperson of the board. When the |
| chairperson of the board is on leave, the vice chairperson shall act in place of | ||
| the chairperson; if the vice chairperson also is on leave, the chairperson shall | ||
| appoint one of the managing directors to act as chair; if the chairperson does | ||
| not make such a designation, the directors shall select from among | ||
| themselves one person to serve as chair. | ||
| Article | 11: | Resolutions at a shareholders' meeting shall, unless otherwise provided for in |
| this Act, be adopted by a majority vote of the shareholders present, who | ||
| represent more than one-half of the total number of voting shares. At the time | ||
| of voting, if there is no objection after consultation by the chairman of the | ||
| shareholders present, it shall be deemed as passed, and its effect shall be the | ||
| same as the voting. | ||
| Article | 11-1: | When the Company holds a shareholder meeting, it shall adopt exercise of |
| voting rights by electronic means and by writing. A shareholder exercising | ||
| voting rights by writing 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 | ||
| in according to Article 177-2 of the Company Act. | ||
| Article | 12: | Resolutions adopted at a shareholders' meeting shall be recorded in the |
| minutes of the meeting, which shall be affixed with the signature or seal of | ||
| the chairman of the meeting and shall be distributed to all shareholders of the | ||
| Company within twenty (20) days after the close of the meeting. The minutes | ||
| of shareholders' meeting shall record the date and place of the meeting, the | ||
| name of the chairman, the method of adopting resolutions, and a summary of | ||
| the essential points of the proceedings and the results of the meeting. The | ||
| attendance list bearing the signatures of shareholders present at the meeting | ||
| and the proxies shall be kept by the Company for check. The dissemination of |
60
the meeting minute shall be done by way of public announcement.
Chapter 4 Directors
-
Article 13: The board of directors of the Company have 9 to 13 directors who shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The term of office of a director is three years and he/she may be eligible for re-election. The total number of shares held by all directors shall not be less than a certain percentage of the total issued shares of the Company, and the percentage shall be in accordance with the regulations of the competent authority. The Company shall appoint independent directors within the number of directors. They shall be not less than three in number and not less than one-fifth of the total number of directors.
-
Article 13-1: The election and appointment of the Company’s directors (including independent directors) are in accordance with the nomination system stipulated in Article 192 of the Company Act. The shareholders’ meeting shall elect directors from the list of director candidates. The matters that independent directors should follow shall be handled in accordance with the Company Act, the Securities Exchange Act, and the regulations of the securities authorities.
-
Article 13-2: For the purpose of developing supervisory functions and strengthening management mechanisms, the board of directors may set up functional committees in which the numbers of members, terms of office, and powers of committee members, as well as the related rules shall be defined by the board of directors and complied with related laws and regulations. The Company shall establish an audit committee to replace supervisors. The audit committee shall be composed of the entire number of independent directors, not be fewer than three persons in number, one of whom shall be convener, and set forth in accordance with the Company Act, the Securities Exchange Act, and other rules and regulations for supervisors.
-
Article 13-3: The remuneration and the traffic expenses of the directors of the Company shall be evaluated by the Salary and Compensation Committee on the value of their participation in and contribution to the operation of the Company. The Board of Directors shall be authorized to make decisions based on the evaluation of the Salary and Compensation Committee and with reference to domestic and foreign industry standards. To enhance corporate management, the Company shall take out directors and important members’ liability insurance with respect to liabilities resulting from exercising their duties during their terms of occupancy so as to reduce and spread the risk to the Company and shareholders arising from their wrongdoings or negligence. The insured amount of the liability insurance taken out shall authorize the board of directors to deal with.
61
| Article | 14: | When the number of directors falls short by one-third of the total number of |
|---|---|---|
| directors, or the discharge of all independent directors, the Company shall | ||
| convene a shareholders meeting within 60 days of the occurrence of that fact | ||
| for a by-election for director(s). | ||
| Article | 15: | When a director’s term of office expires and is not in time for re-election, his |
| executive duties shall be extended until the re-elected director takes office. | ||
| Article | 16: | The board of directors shall elect a Chairman and a Vice Chairman from |
| among the directors by a majority vote at a meeting attended by over two- | ||
| thirds of the directors. The Chairman shall externally represent the | ||
| Company. | ||
| Article | 17: | Meetings of the board of directors shall be convened by the chairman, except |
| for other regulations of the Company Act. In calling a meeting of the board | ||
| of directors, a notice shall be given to each director, by means of documents, | ||
| electronic mails, or facsimile, no later than seven (7) days prior to the | ||
| scheduled meeting date. In the case of an emergency, a meeting of the board | ||
| of directors may be convened at any time. Unless otherwise provided for | ||
| the Company Act, resolutions of the Board of Directors shall be adopted by a | ||
| majority of the directors at a meeting attended by a majority of the directors. | ||
| If a director could not attend the meeting, he/she shall issue a written proxy | ||
| and state therein the scope of authority with reference to the subjects to be | ||
| discussed at the meeting. A director may accept the appointment to act as the | ||
| proxy of one other director only. | ||
| Article | 18: | In case the chairman of the board of directors can not exercise his duty, the |
| vice-chairman shall act on his behalf. In case the vice-chairman is also unable | ||
| to exercise his duty, the Chairman of the board of directors shall designate | ||
| one of the directors to act on his behalf, or where there is no director | ||
| designated, one of the directors recommended among directors to act on his | ||
| behalf. | ||
| Article | 19: | The duties of the board of directors are as follows: |
| 1. The formulation of the Company's operating policy. |
||
| 2. Review of mid-term and long-term development plans. |
-
Review and implementation of the annual business plan.
-
Review of budget and final accounts.
-
Review of the plan for capital increase or decrease. 6. Review of important external contracts.
-
Deliberation on the amendments to the Articles of Incorporation of the Company.
-
Approval of the Company organization charter rules, working rules, and important business operation procedures.
-
The establishment, alteration, or cancellation of subsidiary or branch office.
-
Approval of major capital expenditures.
62
- Recruitment and dismissal of managers. 12. Ratification for review items submitted by the General Manager. 13. Other matters prescribed by law. Article 20: Resolutions adopted at a meeting of the Board of Directors shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all directors of the Company within twenty (20) days after the close of the meeting. The attendance list bearing the signatures of directors present at the meeting and the proxies shall be kept by the Company. Article 21: Deleted. Article 22: Deleted.
Chapter 5 Managers and Employees
Article 23: The Company may appoint a manager (including the General Manager) whose appointment, dismissal, and remuneration shall be made by the Board of Directors with a majority of the directors present and a resolution approved by a majority of the directors present. The manager should have a domicile or residence domestically. Article 24: The Company may hire consultants and important staff upon the resolutions by the Board of Directors with a majority of the directors present and a resolution approved by a majority of the directors present. Article 25: Other employees of the Company shall be submitted by the General Manager to the Chairman of the board for approval. Chapter 6 Accounting Article 26: According to Article 228 of the Company Act, at the close of each fiscal year, the Board of Directors shall prepare the following statements and records and shall forward the same to the Audit Committee for their review, not later than the 30th day before the meeting date of a Regular shareholders’ meeting: 1. The business report; 2. The financial statements; and 3. The surplus earning distribution or deficit off-setting proposals. Article 27: If the Company makes annual profits, it shall allocate no less than 2% for employee remuneration and no more than 5% for directors' remuneration, the board of directors shall decide to distribute in stocks or in cash, and the distribution targets for employee remuneration include employees of affiliated companies who meet certain conditions. However, when the Company still has accumulated losses, it shall reserve the number of earnings in advance, and then allocate employee remuneration and director remuneration in proportion to the preceding paragraph.
63
Article 27-1: If there is a surplus in the Company’s annual financial statements, the earning shall by sequence pay taxes, make up for previous losses, withdraw 10% legal reserve, except the legal reserve has reached the paid-in capital. After the special reserve is withdrawn or reversed in accordance with the law, the "dividend of special shares should be distributed in priority in the current year, and the accumulated undistributed dividends in previous years". If there is still a surplus, the balance will be added to the undistributed retained earnings of the previous year for the Board of Directors to draft an Earning Distribution proposal and submit it to the shareholders meeting for resolution.
Chapter 7 Supplementary Provisions
Article 28: The Company’s dividend policy shall proceed in the following: the Company considers the capital needs of the industry, improves the financial structure, as well as the business growth. The Company’s Board of Directors considers the profitability and the business requirements, and proposes an earnings distribution plan, and submits it to shareholders' meeting for ratification. In the earning distribution plan proposed by the board of directors, the total amount of shareholders' dividends should be between 30% and 80% of the current year’s distributable retained earnings, and the dividend paid in cash should not be less than 20% of the total amount of shareholders' dividends. Article 29: Matters not stipulated in this Articles of Incorporation shall be handled in compliance with the Company Act and other laws and regulations. Article 30: This Article of Incorporation was set up on October 17, 1972. The first amendment was on November 20, 1972; the second amendment was made on December 18, 1972; the third amendment was made on May 5, 1973; the fourth amendment was made on July 14, 1973; the fifth amendment was made on September 19, 1974; the sixth amendment was made on April 26, 1975; the seventh amendment was made on November 25, 1975; the eighth amendment was made on August 17, 1977; the ninth amendment was made on May 23, 1981; the tenth amendment was made on January 8, 1983; the eleventh amendment was made on October 24, 1990; the 12th amendment was made on August 1, 1991; the 13th amendment was made on January 14, 1992; the 14th was made on May 22, 1996; the 15th amendment was made on June 30th, 1996; the 16th amendment was made on May 14, 1997; the 17th amendment was made on December 15, 1997; the 18th amendment was made on May 8, 1998; the 19th amendment was made on June 16, 1999; the 20th amendment was made on May 18, 2000; the 21st amendment was made on May 18, 2000; the 22nd amendment was made on July 24, 2001; the 23rd amendment was made on June 20, 2002; the 24th amendment was made on June 6, 2003; the 25th amendment was made on June 6, 2003; the 26th amendment was made on April 28th, 2004; the 27th amendment was made on
64
April 28th, 2004; the 28th amendment was made on June 22, 2005; the 29th amendment was made on May 17, 2006; the 30th amendment was made on May 23, 2007; the 31st amendment was made on June 25, 2008; the 32nd amendment was made on January 22, 2009; the 33rd amendment was made on January 27, 2010; the 34th amendment was made on June 29, 2010; the 35th amendment was made on May 30, 2011; the 36th amendment was made on June 6, 2012; the 37th amendment was made on June 18, 2013, the 38th amendment was made on June 12, 2014; the 39th amendment was made on June 11, 2015; the 40th amendment was made on June 23, 2016; the 41st amendment was made on June 14, 2017; the 42nd amendment was made on June 12, 2018; the 43rd amendment was made on June 10, 2020.
Hota Industrial MFG. Co., Ltd.
Chairman of the Board: SHEN, GUO-RONG
65
(Appendix 6) Rules of Shareholders’ Meeting
Hota Industrial MFG. Co., Ltd. Rules of Shareholders’ Meeting
Amended on June 11, 2015
-
Unless otherwise provided by law or regulation, the Company's shareholders’ meetings shall be complied by this Rules.
-
The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
-
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
-
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. Shares of attendance are calculated by the attendance book and handed sign-in cards. 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 or supervisors, pre-printed ballots shall also be furnished. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting.
-
Attendance at shareholders meetings shall be calculated based on numbers of shares.
-
The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 am and no later than 3 pm.
-
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee, and record the attendance in the meeting’s minute. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
-
If the meeting is convened by other convening power holders other than the board of directors, the chairman shall be held by the convening power holder.
66
-
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
-
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
-
The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. 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.
-
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
-
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
-
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. After the adjournment of the meeting, shareholders shall not elect another chairman to continue the meeting at the original location or in another place.
If the chair declares the meeting adjourned in violation of the rules of procedure, a new chair in accordance with statutory procedures by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
-
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
-
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
-
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.
-
When a corporate shareholder is entrusted to attend the shareholders' meeting, only one representative can be appointed to attend. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
-
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
-
When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote.
-
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders meeting proposals or elections shall be conducted in public at
67
the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.
-
When a meeting is in progress, the chair may announce a break based on time considerations. 17. Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
-
If there is no objection after consultation by the chair of meeting, it shall be deemed passed, and its effect shall be the same as that of voting.
-
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote.
-
When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
-
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
-
When the shareholders’ meeting cannot proceed with the agenda for some reason, the chairman of the current shareholders’ meeting shall be authorized to postpone or continue the meeting within five days by the resolution of the shareholders’ meeting in accordance with Article 182 of the Company Act.
-
Matters not stipulated in this rules shall be handled in accordance with the Company Act, the Company's Articles of Incorporation and other relevant laws and regulations.
-
These rules will be implemented after being approved by the shareholders' meeting, and the same applies when they are revised. The first amendment was made on June 18, 2013. The second amendment was made on June 11, 2015.
68
(Appendix 7) Shareholding of all Directors
Hota Industrial MFG. Co., Ltd.
Shareholding of all Directors: As of the book closure date, the number of shares held by individual and all directors recorded in the shareholder register is as follows:
| The book closure date:April8,2021 | The book closure date:April8,2021 | The book closure date:April8,2021 | The book closure date:April8,2021 | ||||
|---|---|---|---|---|---|---|---|
| Title | Name | Appointment Date |
Term of Office |
Shares held when appointed |
Shares held on the bookclosure date |
||
| Shares | Ratio % |
Shares | Ratio % |
||||
| Chairman | SHEN, GUO-RONG | 109.6.10 |
3 | 3,977,067 | 1.56 | 3,957,867 | 1.42 |
| Director | LIN, YAN-HUI | 109.6.10 | 3 | 3,541,292 | 1.39 | 3,802,174 | 1.36 |
| Director | LIN, MEI-YU | 109.6.10 | 3 | 3,192,000 | 1.25 | 3,300,000 | 1.18 |
| Director | HUANG, FENG-YI | 109.6.10 | 3 | 1,819,000 | 0.71 | 1,968,000 | 0.70 |
| Director | WANG, HUI-E | 109.6.10 | 3 | 800,000 | 0.31 | 791,272 | 0.28 |
| Director | CAI, YU-KONG | 109.6.10 | 3 | 933,364 | 0.37 | 930,000 | 0.33 |
| Director | Zhong-Bu Investment Representative: ZHANG, YU- ZHENG |
109.6.10 | 3 | 10,625,475 | 4.17 | 11,985,241 | 4.29 |
| Director | Zhong-Bu Investment Representative: LIN,YUE-HONG |
109.6.17 | 3 | *10,625,475 |
*4.17 |
*11,985,241 |
*4.29 |
| Director | GAO-FENG Industrial Representative: SHEN, QIAN-CI |
109.6.10 | 3 | 6,581,396 | 2.58 | 7,066,239 | 2.53 |
| Director | HAO-QING Investment Representative: SUN,YONG-LU |
109.6.10 | 3 | 80,423 | 0.03 | 86,347 | 0.03 |
| Independent Director |
QUE, MING-FU |
109.6.10 | 3 | 0 | 0 | 0 | 0 |
| Independent Director |
LIU, ZHENG-HUAI |
109.6.10 |
3 | 0 | 0 | 0 | 0 |
| Independent Director |
ZHENG, WEN- ZHENG |
109.6.10 | 3 | 0 | 0 | 0 | 0 |
| All directors total | 31,550,017 | 12.37 | 33,887,140 | 12.12 |
Remarks:
-
The Company has issued 279,517,513 shares as of the book closure date on April 12, 2021.
-
The legal minimum number of shares to be held by all directors: 12,000,000 shares.
69