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HOTA AGM Information 2021

Jul 23, 2021

51858_rns_2021-07-23_3f1292ff-32c8-4146-97fe-97b64b71e6d3.pdf

AGM Information

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Ticker: 1536

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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.)

  1. Commencement of Meeting

  2. Chairman’s Statement

  3. Report Items

  4. (1) Operation Report of the Year 2020

  5. (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

  1. Matters for Ratification

  2. (1) Ratification for the Financial final accounts of the Year 2020

  3. (2) Ratification for the Remuneration Distribution for Employees and Directors of the Year 2020

  4. Matters for Discussion

  5. (1) Proposal for Cash Distribution from Capital Reserve of the Year 2020

  6. (2) Proposal for new provisions of the “Operation procedure for Loans to others” of the Company

  7. (3) Proposal for the Amendment of the “Meeting Rules of the Shareholders’

Meeting” of the Company

  1. Extempore motion

  2. 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

  1. Major topics for future Research and Development

  2. 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

  3. 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

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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:

  1. Understand and evaluate the operating procedures and internal controls of the Group sales transactions, and test the controls.

  2. 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:

  1. Understand and evaluate the inventory allowance for depreciation losses ,the operating procedures and internal controls mentioned.And then test the controls.

  2. Review the annual inventory-check plan and participate in the annual inventory check to evaluate the management's control of outdated inventory.

  3. 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.

  4. Obtain the inventory age reports to check the inventory items to test the accuracy of the inventory age calculation logic and information.

  5. 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.

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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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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  1. 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.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. 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.

  4. 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.

  5. 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.

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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

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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

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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:

  1. Understand and evaluate the operating procedures and internal controls of the Company sales transactions, and test the controls.

  2. 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:

  1. Understand and evaluate the inventory allowance for depreciation losses, the operating procedures and internal controls mentioned. And then test the controls.

  2. Review the annual inventory-check plan and participate in the annual inventory check to evaluate the management's control of outdated inventory.

  3. 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.

  4. Obtain the inventory age reports to check the inventory items to test the accuracy of the inventory age calculation logic and information.

  5. 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

  1. 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.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

30

  1. 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.

  2. 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.

  3. 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

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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 liabilityCurrent
2320
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 liabilitynoncurrent
2600
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

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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

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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 DividendNTD 0.84 per share (234,794,711)
Stock DividendNTD 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

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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

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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.

  1. 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.

  2. The special shares shall not participate in the distribution of earnings and capital reserve of common shares except for receiving special dividends.

  3. 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.

  4. Special shares shareholders have no voting rights and electing rights in the common shares shareholders' meeting, but they may be elected as directors.

  5. When the Company issues new shares in cash, special shares, and common shares shareholders have the same preferred stock options.

  6. 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

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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

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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.

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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.
  1. Review and implementation of the annual business plan.

  2. Review of budget and final accounts.

  3. Review of the plan for capital increase or decrease. 6. Review of important external contracts.

  4. Deliberation on the amendments to the Articles of Incorporation of the Company.

  5. Approval of the Company organization charter rules, working rules, and important business operation procedures.

  6. The establishment, alteration, or cancellation of subsidiary or branch office.

  7. Approval of major capital expenditures.

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  1. 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.

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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

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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

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(Appendix 6) Rules of Shareholders’ Meeting

Hota Industrial MFG. Co., Ltd. Rules of Shareholders’ Meeting

Amended on June 11, 2015

  1. Unless otherwise provided by law or regulation, the Company's shareholders’ meetings shall be complied by this Rules.

  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.

  3. 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.

  4. 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.

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  1. 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.

  2. 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.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  1. 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.

  2. 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.

  1. 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.

  2. 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.

  3. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

  4. 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.

  5. 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

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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.

  1. 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.

  2. 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.

  3. 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.

  4. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

  5. 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."

  6. 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.

  7. 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.

  8. 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.

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(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:

  1. The Company has issued 279,517,513 shares as of the book closure date on April 12, 2021.

  2. The legal minimum number of shares to be held by all directors: 12,000,000 shares.

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