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ICHIA — AGM Information 2021
Aug 2, 2021
52057_rns_2021-08-02_79af5d3a-0821-4809-9d0c-b3e52f425969.pdf
AGM Information
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Table of Contents
| Table of Contents | ||
|---|---|---|
| Page | ||
| I. | Meeting Procedure .............................................................................................................. 1 | |
| II. | Meeting Agenda .................................................................................................................. 2 | |
| III. | Report Items ......................................................................................................................... 3 | |
| IV. | Proposals and Discussions ................................................................................................ 4 | |
| V. | Impromptu Motions ........................................................................................................... 5 | |
| Attachments .................................................................................................................................. 6 | ||
| i. | 2020 Business Report ................................................................................................... 6 | |
| ii. | 2020 Audit Committee’s Audit Report ..................................................................... 8 | |
| iii. | 2020 Independent Auditor’s Audit Report, Stand-alone Financial Statements | |
| and Consolidated Financial Statements .................................................................... 9 | ||
| iv. | 2020 Earnings Distribution Schedule ...................................................................... 31 | |
| v. | Comparison of the previous and the amended provisions of the “Rules of | |
| Procedure for Shareholders’ Meeting” .................................................................... 32 | ||
| vi. | Comparison of the previous and the amended provisions of “Procedure for | |
| Election of Directors”. ................................................................................................ 35 | ||
| vii. | Rules of Procedure for Shareholders’ Meeting ...................................................... 37 | |
| viii. | Procedure for Election of Directors ......................................................................... 42 | |
| ix. | Shareholding of All Directors ................................................................................... 44 |
I. Meeting Procedure
ICHIA TECHNOLOGIES INC. Procedure for 2021 Regular Shareholders’ Meeting
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i. Call the meeting to order ii. Chair address
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iii. Report items
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iv. Proposals and discussions
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v. Impromptu motions
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vi. Adjournment
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II. Meeting Agenda
ICHIA TECHNOLOGIES INC. Agenda for 2021 Regular Shareholders’ Meeting
Time: Monday, June 21, 2021 (9:00 a.m.)
Location: No. 268, Huaya 2nd Rd., Guishan Dist., Taoyuan City (The Company’s Meeting Room)
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i. Call the meeting to order
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ii. Chair address
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iii. Report items
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(i) 2020 Business Report.
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(ii) 2020 Audit Committee’s Audit Report.
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(iii) Report on treasury stock.
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(iv) Report on distribution of remuneration to employees and directors for 2020.
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(v) Report on cash dividends from earnings and cash distribution from capital surplus for 2020.
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iv. Proposals and discussions
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(i) 2020 Business Report and Financial Statements.
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(ii) 2020 earnings distribution.
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(iii) Amendment to certain provisions of the “Rules of Procedure for Shareholders’ Meeting”.
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(iv) Amendment to certain provisions of the “Procedure for Election of Directors”.
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v. Impromptu motions
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vi. Adjournment
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III. Report Items
- i. 2020 Business Report.
Description: Please refer to Attachment 1 for the 2020 Business Report. (Please refer to pages 6–7 of this handbook)
- ii. 2020 Audit Committee’s Audit Report.
Description: Please refer to Attachment 2 for 2020 Audit Committee’s Audit Report. (Please refer to page 8 of this handbook)
iii. Re ort on treasur stock. p y
| eport on treasurystock. | |
|---|---|
| Repurchase series | First time in 2020 |
| Purpose for repurchase | Transfer of shares to employees |
| Actual repurchase period | 2020-7-28–2020-9-25 |
| Estimated number of repurchase | 10,000,000 shares |
| Estimated repurchase price range | $12–18 |
| Type and number of shares actually repurchased |
Common stock/10,000,000 shares |
| Actual amount of shares repurchased | $161,328,237 |
| The average repurchase price per share |
$16.13 |
| Number of shares retired and transferred |
0 |
| Cumulative number of shares held in the Company |
10,000,000 shares |
| Percentage of the cumulative number of shares held in the Company to the total number of shares issued(%) |
3.25% |
- iv. Report on distribution of remuneration to employees and directors for 2020.
Description: On March 16, 2021, the Company’s Board of Directors resolved to pay $7,000,000 to employees and $4,919,000 to directors as 2020 remuneration, all of which were paid in cash, with no difference from the expense recognized in FY2020.
v. Report on cash dividends from earnings and cash distribution from capital surplus for 2020.
- Description: On May 11, 2021, the Board of Directors of the Company approved the cash dividends of NT$148,768,267, or NT$0.39 per share. In addition, $32,729,019 from capital surplus, or $0.11 per share will be appropriated to the shareholders according to their shareholdings as recorded in the shareholder roster on the base date of the distribution, for a total of $0.5 per share in cash.
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IV. Proposals and Discussions
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i. Subject: 2020 business report and financial statements. (Submitted by the Board)
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Description: (i) The Company’s stand-alone financial statements and consolidated financial statements for the year ended December 31, 2020 have been audited by CPA Steven Hsieh and CPA Liu Shu-Lin of Deloitte & Touche, who have issued an audit report with an unqualified opinion, and the business report has been audited by the Audit Committee.
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(ii) Please refer to Attachment 1 and Attachment 3 for the 2020 business report, independent auditor’s audit report and the above financial statements. (Please refer to pages 6–7 and pages 9-30 of this handbook)
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(iii) Please ratify.
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Resolution:
- ii. Subject: 2020 earnings distribution
(Submitted by the Board)
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Description: (i) The Company’s 2020 earnings distribution proposal was approved by the Board of Directors on March 16, 2021; please refer to Attachment 4 for the earnings distribution schedule. (Please refer to page 31 of this handbook)
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(ii) Please ratify.
Resolution:
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iii. Subject: Amendment to certain provisions of the “Rules of Procedure for Shareholders’ Meeting”. (Submitted by the Board)
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Description: (i) To comply with the changes of relevant laws and regulations, it is proposed to amend certain provisions of the “Rules of Procedure for Shareholders’ Meeting” of the Company.
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(ii) Please refer to Attachment 5 for a comparison of the previous and the amended provisions of the “Rules of Procedure for Shareholders’ Meeting”. (Please refer to pages 32-34 of this handbook)
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(iii) Please refer to Attachment 7 for the previous and the amended provisions of the “Rules of Procedure for Shareholders’ Meeting”. (Please refer to pages 37-41 of this handbook)
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(iv) Please discuss.
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Resolution:
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iv. Subject: Amendment to certain provisions of the “Procedure for Election of Directors”. (Submitted by the Board)
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Description: (i) To comply with the changes of relevant laws and regulations, it is proposed to amend certain provisions of the “Procedure for Election of Directors” of the Company.
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(ii) Please refer to Attachment 6 for a comparison of the previous and the amended provisions of the “Procedure for Election of Directors”. (Please refer to pages 35-36 of this handbook)
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(iii) Please refer to Attachment 8 for the previous and the amended provisions of the “Procedure for Election of Directors”. (Please
-
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refer to page 42 of this handbook)
(iv) Please discuss.
Resolution:
V. Impromptu Motions
VI. Adjournment
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Attachment 1
Attachments
ICHIA TECHNOLOGIES INC. 2020 Business Report
i. Implementation of Business Plan
(Unit: NTD thousand; Net Profits (Losses) After Tax per Share in NTD)
| Item | 2019 | 2020 | Increase (decrease) percentage(%) |
|---|---|---|---|
| Net operatingrevenues | 6,148,946 | 5,502,842 |
(10.51%) |
| Operatingcosts | 5,284,735 | 4,758,407 |
(9.96%) |
| Net operating profits(losses) | 280,795 | 195,687 |
(30.31%) |
| Non-operating incomes and expenses |
244 | (5,674) |
(2,425.41%) |
| Netprofits(losses)after tax | 226,792 | 120,190 |
(47.00%) |
| Net profits (losses) after tax per share |
0.74 | 0.40 |
(45.95%) |
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ii. Financial receipts and expenditures, and profitability analysis
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(i) Analysis of financial receipts and expenditures
The Company’s operating revenues for 2020 were $5,502,842 thousand, a decrease of $646,104 thousand, or 11%, from $6,148,946 thousand in 2019. Net profits after tax for 2020 were $120,190 thousand, a decrease of $106,602 thousand from net profits after tax of $226,792 thousand for 2019.
(ii) Profitability analysis
| Item | 2019 | 2020 | |
|---|---|---|---|
| Capital structure (%) |
Debts to total assets ratio | 30.99 | 39.71 |
Long-term capital to property, plant, and equipment ratio |
210.78 |
210.56 |
|
| Solvency (%) | Current ratio | 213.22 | 170.34 |
Quick ratio |
181.01 | 141.43 |
|
| Times interest earned ratio | 12.02 | 13.58 |
|
| Profitability (%) |
Return on assets | 2.72 | 1.47 |
| Return on equity | 3.83 | 2.08 |
|
| Netprofit margin | 3.69 | 2.18 |
|
| EPS(NTD) | 0.74 | 0.40 |
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iii. Research and development
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(i) Mechanism integrated components (MVI)
Manufacturers that have international design and production capabilities and can provide customers with one-stop shopping will be the future trends in addition to compliance with green environmental protection requirements. In
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addition to establishing a global design and supply system in response to customer needs, the Company provides design solutions for the vertical integration of mechanisms and electronics through international production and sales collaboration to enhance overall competitiveness.
Technology or product developed successfully:
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A. Development and manufacturing of liquid silicon (silicone) rubber two-color molding and waterproof mechanism components;
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B. Multi-functional mechanism module combining optical/electronic technology/metal shrapnel, flexible circuit printed board applications;
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C. Smart wearable devices, mobile accessories product development and manufacturing;
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D. Automotive component module development and manufacturing;
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E. Plastic mechanism combined with capacitive switch module development.
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(ii) Flexible printed circuit board (FPC)
With the rise of cloud technology in the Internet of Things, FPC has been widely used in smartphones, devices for accessing big data, wearable applications, and in-vehicle products, and is overtaking other products at a breakthrough speed. The advance of technology has led to the expansion of the functions of various products, but the trend of thin and light products has led to an explosive increase in demand for the FPC industry.
In recent years, international cell phone brands such as Apple, Samsung, and emerging markets such as China have maintained growth in smartphone sales, while wearable applications have also created a boom in the industry, injecting new life into the touch panel, optical lens, and wireless communication industries. It is expected that smartphones, wearable products, in-vehicle FPC and IoT applications will be the main business activities in the coming years.
Technology or product developed successfully:
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A. 10/10um fine line D/S COF technology development;
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B. 25/25um MSAP fine line FPC technology development;
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C. Development of FPC for automotive communication, video display and control;
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D. Wearable eyeglasses, watch, bracelet FPC development;
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E. TDDI application, SOF integration module development;
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F. Development of FPC for 5G optical communication signal connection;
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G. 3D touch FPC development;
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H. CCM & OLED flexible and rigid laminate development;
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I. Heat sink (PIVC) FPC development.
Person in charge: Managerial officer: Accounting officer: Creative Investment Co., Ltd. Tseng Kung-Sheng Cheng Ching-Yee Representative: Huang Chiu-Yung
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Attachment 2
Audit Committee’s Audit Report
The Company’s Board of Directors prepared the 2020 financial statements. Deloitte & Touche has audited the 2020 financial statements and issued an audit report. The above-mentioned business report, financial statements and earnings distribution proposal have been examined by the Audit Committee and are found to be in conformity with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.
To:
2021 Regular Shareholders’ Meeting of ICHIA TECHNOLOGIES INC.
Audit Committee convener: Huang Chin-Ming
March 16, 2021
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Attachment 3
2020 Independent Auditor’s Audit Report, Stand-alone Financial Statements and Consolidated Financial Statements
Independent Auditor’s Report
To the Board of Directors and Shareholders of ICHIA TECHNOLOGIES INC.:
Audit opinions
We have audited the accompanying stand-alone balance sheet of ICHIA TECHNOLOGIES INC. as of December 31, 2020 and 2019, and the related stand-alone comprehensive income statements, stand-alone statement of changes in shareholders’ equity, stand-alone cash flow statements, and notes to the stand-alone financial statements (including significant accounting policies) for the years then ended.
In our opinion, the stand-alone financial statements referred to above present fairly, in all material respects, the stand-alone financial position of ICHIA TECHNOLOGIES INC. as of December 31, 2020 and 2019, and its stand-alone financial performance and cash flows for the years ended December 31 2020 and 2019, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers.
Basis for opinions
We conclude our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the stand-alone financial statements. We are independent of ICHIA TECHNOLOGIES INC. in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 stand-alone financial statements of ICHIA
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TECHNOLOGIES INC. These matters were addressed in the content of our audit of the stand-alone financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2020 stand-alone financial statements of ICHIA TECHNOLOGIES INC. were as follows:
Authenticity of revenues recognized from sales to specific customers in triangular trade
ICHIA TECHNOLOGIES INC. manufactures a wide range of flexible printed circuit boards and mechanism integrated components (MVI) for the automotive and consumer electronics markets. Its sales patterns include domestic sales, direct export sales and triangular trade. Revenues from sales of triangular trade are recognized when the goods are delivered to a third-party forward designated by the customer and the risks and rewards are transferred. Since the aforementioned revenue recognition process involves manual work, which may result in improper revenue recognition, the authenticity of the sales revenues recognized from triangular trade for customers with more significant increase in sales revenue and growth are included as key audit matters in this year’s stand-alone financial statements.
We have also performed the following major audit procedures with respect to the above key audit matters:
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Understand and test the effectiveness of the design and implementation of the internal control system related to revenue recognition.
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Obtain samples of sales revenues from triangular trade with specific customers for the whole year, and check the related documents of triangular trade including invoices and customs declarations with the recorded amounts to test the authenticity of the sales revenues recognized.
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Examine whether there are any abnormalities in the collection after the credit period granted to specific customers.
Responsibilities of management and those in charge with governance of the stand-alone financial statements
The management is responsible for the preparation and fair presentation of the stand-alone financial statements in accordance with the Regulations Governing the Preparation of Financial Statements by Securities Issuers, and for such internal control as the management determines is necessary to enable the preparation of the stand-alone financial statements to be free from material misstatement whether due to fraud or error.
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In preparing the stand-alone financial statements, the management is also responsible for assessing the ability of ICHIA TECHNOLOGIES INC. as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate ICHIA TECHNOLOGIES INC. or to cease operations, or has no other realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of ICHIA TECHNOLOGIES INC.
Auditor’s responsibilities for the audit of the stand-alone financial statements
Our objectives are to obtain reasonable assurance about whether the stand-alone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted accounting principles will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in aggregate, if they could reasonably be expected to influence the economic decisions of users taken on the basis of these stand-alone financial statements.
As part of an audit in accordance with the generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the stand-alone financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in ICHIA TECHNOLOGIES INC.
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Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on ICHIA TECHNOLOGIES INC to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the stand-alone financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause ICHIA TECHNOLOGIES INC. to cease as a going concern.
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Evaluate the overall presentation, structure, and content of the stand-alone financial statements, including related notes, and whether the stand-alone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of ICHIA TECHNOLOGIES INC. to express an opinion on the stand-alone financial statements. We are responsible for the direction, supervision, and performance of the audit of ICHIA TECHNOLOGIES INC. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
We also provide those in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect on our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2020 stand-alone financial statements of ICHIA TECHNOLOGIES INC. and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
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regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte Touche Tohmatsu Limited CPA Steven Hsieh CPA Liu Shu-Lin
Financial Supervisory Commission Financial Supervisory Commission approval document approval document Jin-Guan-Zheng-Shen-Zi No. Jin-Guan-Zheng-Shen-Zi No. 1000028068 1050024633
March 16, 2021
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ICHIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ICHIA TECHNOLOGIES, INC. PARENT COMPANY ONLY BALANCE SHEETS (In Thousands of New Taiwan Dollars) |
|||||||
|---|---|---|---|---|---|---|---|
| Assets Current assets Cash and cash equivalents(Notes 4 and 6) Current financial assets at fair value through profit or loss (Notes 4 and 7) Accounts receivable, net(Notes 4 and 9) Receivables from related parties(Notes 4、9 and 27) Other receivables from related parties(Notes 27) Current tax assets(Notes 23) Current inventories(Notes 4 and 10) Other current assets(Notes 15) Total current assets Non-current assets Non-current financial assets at amortised cost(Notes 4 and 8) Investments accounted for using equity method(Notes 4 and 11) Property, plant and equipment(Notes 4 and 12) Right-of-use assets(Notes 4 and 13) Deferred tax assets(Notes 4 and 23) Non-current Defined benefit assets, net(Notes 4 and 19) Other non-current assets(Notes 15) Total non-current assets Total assets Liabilities and equity Current liabilities Short-term loans(Notes 4 and 16) Current financial liabilities at fair value through profit or loss(Notes 4 and 7) Accounts payable(Notes 17) Payables to related parties(Notes 17 and 27) Current contract liabilities(Notes 21) Other payables(Notes 18) Other payables to related parties(Notes 27) Current lease liabilities(Notes 4 and 13) Current portion of long-term debt payable(Notes 4 and 16) Other current liabilities(Notes 18) Total current liabilities Non-current liabilities long-term debt payable(Notes 4 and 16) Deferred tax liabilities(Notes 4 and 23) Non-current lease liabilities(Notes 4 and 13) Others non-current liabilities(Notes 18) Total non-current liabilities Total liabilities Equity(Notes 20) Ordinary share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Treasury shares Total equity Total liabilities and equity |
December 31,2020 Amount % $ 1,141,628 13 20,001 - 1,501,163 17 1,707 - 41,693 - 612 - 92,094 1 29,894 - 2,828,792 31 126,599 1 5,104,379 57 852,685 9 3,205 - 59,883 1 19,789 - 43,959 1 6,210,499 69 $ 9,039,291 100 $ 981,960 11 - - 92,083 1 1,518,933 17 2,747 - 48,693 - 378,784 4 1,266 - 167,191 2 9,015 - 3,200,672 35 126,527 2 5,339 - 1,959 - 1,310 - 135,135 2 3,335,807 37 3,075,366 34 2,086,827 23 573,593 6 335,706 4 88,717 1 998,016 11 295,397) ( 3) 161,328) ( 2) 5,703,484 63 $ 9,039,291 100 |
December 31,2019 | |||||
| Amount $ 1,141,628 20,001 1,501,163 1,707 41,693 612 92,094 29,894 2,828,792 126,599 5,104,379 852,685 3,205 59,883 19,789 43,959 6,210,499 $ 9,039,291 $ 981,960 - 92,083 1,518,933 2,747 48,693 378,784 1,266 167,191 9,015 3,200,672 126,527 5,339 1,959 1,310 135,135 3,335,807 3,075,366 2,086,827 573,593 335,706 88,717 998,016 295,397) 161,328) 5,703,484 $ 9,039,291 |
Amount $ 659,431 71,145 1,399,879 392 36,630 1,393 84,737 32,753 2,286,360 2,067 5,144,394 916,464 - 77,980 19,866 12,466 6,173,237 $ 8,459,597 $ 400,000 98 69,277 1,122,051 1,190 49,513 490,834 - 165,066 6,462 2,304,491 293,996 - - 2,809 296,805 2,601,296 3,075,366 2,163,711 550,914 137,012 267,004 954,930 335,706) - 5,858,301 $ 8,459,597 |
% | |||||
( ( |
( ( |
( |
( |
8 1 17 - - - 1 - 27 - 61 11 - 1 - - 73 100 5 - 1 13 - - 6 - 2 - 27 4 - - - 4 31 36 26 6 2 3 11 4) - 69 100 |
The accompanying notes are an integral part of the parent company only financial statements.
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ICHIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Operating revenue Sales revenue(Notes 4、21 and 27) Sales returns Sales discounts and allowances Net sales revenue Operating costs(Notes 4、10、 22 and 27) Gross profit from operations Operating expenses(Notes 22 and 27) Selling expenses Administrative expenses Research and development expenses Expected credit Impairment loss(gain) Total operating expenses Net operating income (loss) Non-operating income and expenses(Notes 22 and 27) Interest income Other income Other gains and losses, net Finance costs, net Share of profits of subsidiaries and associates Total non-operating income and expenses |
2020 | |
|---|---|---|
| Amount $ 3,681,833 ( 4,973 ) ( 39,050) 3,637,810 3,367,296 270,514 40,920 113,026 13,177 ( 12,398) 154,725 115,789 1,755 15,046 ( 33,633 ) ( 10,623 ) 67,076 39,621 |
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| 2020 Amount Income before income tax $ 155,410 Income tax expense(Notes 4 and 23) ( 35,220) Net income 120,190 Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss: Gains (losses) on remeasurements of defined benefit plans(Notes 19) ( 220 ) Components of other comprehensive income that will be reclassified to profit or loss: Exchange differences arising on translation of foreign operations 40,309 Other comprehensive loss for the year, net of income tax 40,089 Total comprehensive income $ 160,279 Eearnings per share(Notes 24) Basic earnings per share $ 0.40 Diluted earnings per share $ 0.39 |
2020 | % 4 1) 3 - 1 1 4 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| % | ||||||||
| ( |
( ( |
6 - 6 - 5) 5) 1 |
The accompanying notes are an integral part of the parent company only financial statements.
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ICHIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
BALANCE, JANUARY 1, 2019 Appropriations of earnings Legal capital reserve Special capital reserve Cash dividends to shareholders Net income in 2019 Other comprehensive income (loss) in 2019, net of income tax Total comprehensive income (loss) in 2019 Retirement of treasury share BALANCE, DECEMBER 31, 2019 Appropriations of earnings Legal capital reserve Special capital reserve Cash dividends to shareholders Purchase of treasury shares Net income in 2020 Other comprehensive income (loss) in 2020, net of income tax Total comprehensive income (loss) in 2020 BALANCE, DECEMBER 31, 2020 |
Capital Stock - | Common Stock Amount $ 3,172,676 - - - - - - ( 97,310) 3,075,366 - - - - - - - $ 3,075,366 |
Capital Surplus $ 2,219,748 - - - - - - 56,037) 2,163,711 - - 76,884 ) - - - - $ 2,086,827 |
Retained Earnings | Retained Earnings | Unappropriated retained earning $ 379,342 ( 14,511 ) ( 137,012 ) ( 153,768 ) 226,792 ( 361) 226,431 ( 33,478) 267,004 ( 22,679 ) ( 198,694 ) ( 76,884 ) - 120,190 ( 220) 119,970 $ 88,717 |
Others Exchange differences on translation of foreign financial statements ( $ 137,012 ) - - - - ( 198,694) ( 198,694) - ( 335,706 ) - - - - - 40,309 40,309 ($ 295,397) |
Treasury shares ( $ 186,825 ) - - - - - - 186,825 - - - - ( 161,328 ) - - - ($ 161,328) |
Total equity | Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) 317,267 - - - - - - ( 9,731) 307,536 - - - - - - - 307,536 |
Legal reserve $ 536,403 14,511 - - - - - - 550,914 22,679 - - - - - - $ 573,593 |
Special reserve $ - - 137,012 - - - - - 137,012 - 198,694 - - - - - $ 335,706 |
|||||||||
( |
( |
( ( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( |
( ( ( ( |
$ 5,984,332 - - 153,768 ) 226,792 199,055) 27,737 - 5,858,301 - - 153,768 ) 161,328 ) 120,190 40,089 160,279 $ 5,703,484 |
The accompanying notes are an integral part of the parent company only financial statements.
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ICHIA TECHNOLOGIES, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| Cash flows from operating activities Profit (loss) before tax Adjustments for: Expected credit loss (gain) Depreciation expense Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Impairment loss (Reversal of impairment loss) on inventories Unrealized (realized) gross profit on sales to subsidiaries and associates Loss (gain) on disposal of property, plan and equipment Changes in operating assets and liabilities: Notes and accounts receivable, net Other receivables Inventories Other current assets Other operating assets Contract liabilities Accounts payable Other payable Other current liabilities Cash generated from operations Interest received Interest paid Income taxes (paid) proceeds Net cash generated by operating activities |
2020 $ 155,410 ( 12,398 ) 101,186 ( 688 ) 10,623 ( 1,755 ) ( 9,782 ) ( 67,076 ) ( 2,239 ) ( 90,201 ) ( 5,063 ) 2,425 2,910 ( 143 ) 1,557 419,688 1,239 2,553 508,246 1,779 ( 12,682 ) ( 11,003) 486,340 |
2019 |
|---|---|---|
| $ 229,408 6,068 106,267 ( 1,196 ) 21,203 ( 3,077 ) 1,155 ( 243,618 ) ( 2,307 ) 465,131 ( 13,740 ) ( 37,402 ) 3,267 ( 195 ) 1,190 257,737 ( 937 ) 51 789,005 3,374 ( 26,997 ) 381 765,763 |
(Continued)
18
| Cash flows from investing activities Acquisition of financial assets at amortised cost Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other non-current assets Increase in prepayments for business facilities Dividends received from subsidiaries Net cash used in investing activities Cash flows from financing activities Increase in short-term loans Decrease in short-term loans Repayments of long-term debt Decrease in guarantee deposits received Increase in other payables to related parties Decrease in other payables to related parties Payments of lease liabilities Cash dividends paid Payments to acquire treasury shares Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 ( $ 124,532 ) ( 170,000 ) 221,734 ( 17,303 ) 2,101 ( 1,531 ) - ( 1,192 ) ( 49,669 ) 147,400 7,008 4,407,020 ( 3,825,060 ) ( 165,344 ) - - ( 112,050 ) ( 621 ) ( 153,768 ) ( 161,328) ( 11,151) 482,197 659,431 $ 1,141,628 |
2019 |
|---|---|---|
| $ - ( 1,341,060 ) 1,505,386 ( 10,701 ) 234 - 1,328 ( 3,396 ) ( 7,419 ) - 144,372 2,090,000 ( 2,400,000 ) ( 340,809 ) ( 3,400 ) 22,554 - - ( 153,768 ) - ( 785,423) 124,712 534,719 $ 659,431 |
The accompanying notes are an integral part of the parent company only financial statements.
19
Independent Auditor’s Report
To the Board of Directors and Shareholders of ICHIA TECHNOLOGIES INC.:
Audit opinions
We have audited the accompanying consolidated balance sheet of ICHIA TECHNOLOGIES INC. and subsidiaries as of December 31, 2020 and 2019, and the related consolidated comprehensive income statements, consolidated statement of changes in shareholders’ equity, consolidated cash flow statements, and notes to the consolidated financial statements (including significant accounting policies) for the years then ended.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ICHIA TECHNOLOGIES INC. and subsidiaries as of December 31, 2020 and 2019, and its consolidated financial performance and cash flows for the years ended December 31 2020 and 2019, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations issued by the Financial Supervisory Commission.
Basis for opinions
We conclude our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of ICHIA TECHNOLOGIES INC. and subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 consolidated financial statements of ICHIA TECHNOLOGIES INC. and subsidiaries. These matters were addressed in the content
20
of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2020 consolidated financial statements of ICHIA TECHNOLOGIES INC. and subsidiaries were as follows:
Authenticity of revenues recognized from sales to specific customers in triangular trade
ICHIA TECHNOLOGIES INC. and subsidiaries manufacture a wide range of flexible printed circuit boards and mechanism integrated components (MVI) for the automotive and consumer electronics markets. Its sales patterns include domestic sales, direct export sales and triangular trade. Revenues from sales of triangular trade are recognized when the goods are delivered to a third-party forward designated by the customer and the risks and rewards are transferred. Since the aforementioned revenue recognition process involves manual work, which may result in improper revenue recognition, the authenticity of the sales revenues recognized from triangle trade for customers with more significant increase in sales revenue and growth are included as key audit matters in this year’s consolidated financial statements.
We have also performed the following major audit procedures with respect to the above key audit matters:
-
Understand and test the effectiveness of the design and implementation of the internal control system related to revenue recognition.
-
Obtain samples of sales revenues from triangular trade with specific customers for the whole year, and check the related documents of triangular trade including invoices and customs declarations with the recorded amounts to test the authenticity of the sales revenues recognized.
-
Examine whether there are any abnormalities in the collection after the credit period granted to specific customers.
Other Matters
We have also audited the stand-alone financial statements of ICHIA TECHNOLOGIES INC. as of and for the year ended December 31, 2020 and 2019 on which we have issued an unqualified opinion.
Responsibilities of Management and Those in Charge of Governance of the Consolidated Financial Statements
The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards,
21
International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure material misstatement caused by fraud or error does not exist in the consolidated financial statements.
In preparing the consolidated financial statements, the management is also responsible for assessing the ability of ICHIA TECHNOLOGIES INC. and subsidiaries as a going concern, disclosing as applicable matters related to a going concern and using the going concern basis of accounting, unless the management either intends to liquidate ICHIA TECHNOLOGIES INC. and subsidiaries or to cease operations, or has no other realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of ICHIA TECHNOLOGIES INC. and subsidiaries.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted accounting principles will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in aggregate, if they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; design and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
22
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in ICHIA TECHNOLOGIES INC. and subsidiaries.
-
Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on ICHIA TECHNOLOGIES INC. and subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause ICHIA TECHNOLOGIES INC. and subsidiaries to cease as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including related notes), whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit of the Group. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
We also provide those in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect on our independence, and other matters (including related protective measures).
23
From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2020 consolidated financial statements of ICHIA TECHNOLOGIES INC. and subsidiaries and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte Touche Tohmatsu Limited CPA Steven Hsieh CPA Liu Shu-Lin
Financial Supervisory Commission Financial Supervisory Commission approval document approval document Jin-Guan-Zheng-Shen-Zi No. Jin-Guan-Zheng-Shen-Zi No. 1000028068 1050024633
March 16, 2021
24
ICHIA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2020
(In Thousands of New Taiwan Dollars)
| Assets Current assets Cash and cash equivalents(Notes 4 and 6) Current financial assets at fair value through profit or loss (Notes 4 and 7) Current financial assets at amortised cost(Notes 4 and 8) Accounts receivable, net(Notes 4 and 9) Current tax assets(Notes 4 and 23) Current inventories(Notes 4 and 10) Other current assets(Notes 15) Total current assets Non-current assets Non-current financial assets at amortised cost(Notes 4 and 8) Property, plant and equipment(Notes 4 and 12) Right-of-use assets(Notes 13) Deferred tax assets(Notes 4 and 23) Non-current Defined benefit assets, net(Notes 4 and 19) Other non-current assets(Notes 15) Total non-current assets Total assets Liabilities and equity Current liabilities Short-term loans(Notes 4 and 16) Current financial liabilities at fair value through profit or loss(Notes 4 and 7) Accounts payable(Notes 17) Other payables(Notes 18) Current tax liabilities(Notes 4 and 23) Current lease liabilities(Notes 4 and 13) Current contract liabilities(Notes 21) Current portion of long-term debt payable(Notes 4 and 16) Other current liabilities(Notes 18) Total current liabilities Non-current liabilities long-term debt payable(Notes 4 and 16) Deferred tax liabilities(Notes 4 and 23) Non-current lease liabilities(Notes 4 and 13) Guarantee deposit received Total non-current liabilities Total liabilities Equity(Notes 20) Ordinary share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Treasury shares Total equity Total liabilities and equity |
December 31,2020 Amount % $ 1,868,780 20 53,861 1 471,907 5 2,468,869 26 634 - 957,653 10 139,110 1 5,960,814 63 170,247 2 2,783,419 30 131,803 1 198,028 2 19,789 - 196,134 2 3,499,420 37 $ 9,460,234 100 $ 1,445,882 15 - - 1,693,628 18 248,804 3 8,250 - 1,266 - 7,114 - 167,191 2 27,194 - 3,599,329 38 126,527 2 22,391 - 1,959 - 6,544 - 157,421 2 3,756,750 40 3,075,366 32 2,086,827 22 573,593 6 335,706 4 88,717 1 998,016 11 295,397) ( 3) 161,328) ( 2) 5,703,484 60 $ 9,460,234 100 |
December 31,2020 Amount % $ 1,868,780 20 53,861 1 471,907 5 2,468,869 26 634 - 957,653 10 139,110 1 5,960,814 63 170,247 2 2,783,419 30 131,803 1 198,028 2 19,789 - 196,134 2 3,499,420 37 $ 9,460,234 100 $ 1,445,882 15 - - 1,693,628 18 248,804 3 8,250 - 1,266 - 7,114 - 167,191 2 27,194 - 3,599,329 38 126,527 2 22,391 - 1,959 - 6,544 - 157,421 2 3,756,750 40 3,075,366 32 2,086,827 22 573,593 6 335,706 4 88,717 1 998,016 11 295,397) ( 3) 161,328) ( 2) 5,703,484 60 $ 9,460,234 100 |
December 31,2019 | December 31,2019 | December 31,2019 | ||
|---|---|---|---|---|---|---|---|
| Amount $ 1,868,780 53,861 471,907 2,468,869 634 957,653 139,110 5,960,814 170,247 2,783,419 131,803 198,028 19,789 196,134 3,499,420 $ 9,460,234 $ 1,445,882 - 1,693,628 248,804 8,250 1,266 7,114 167,191 27,194 3,599,329 126,527 22,391 1,959 6,544 157,421 3,756,750 3,075,366 2,086,827 573,593 335,706 88,717 998,016 295,397) 161,328) 5,703,484 $ 9,460,234 |
Amount $ 1,841,401 77,767 21,085 2,217,518 16,135 675,589 120,698 4,970,193 130,992 2,921,587 131,066 198,942 19,866 116,609 3,519,062 $ 8,489,255 $ 673,844 98 1,218,582 236,991 7,839 - 5,586 165,066 23,004 2,331,010 293,996 - - 5,948 299,944 2,630,954 3,075,366 2,163,711 550,914 137,012 267,004 954,930 335,706) - 5,858,301 $ 8,489,255 |
% | |||||
( ( |
( ( |
( |
( |
22 1 - 26 - 8 2 59 2 34 2 2 - 1 41 100 8 - 14 3 - - - 2 - 27 4 - - - 4 31 36 26 6 2 3 11 4) - 69 100 |
The accompanying notes are an integral part of the consolidated financial statements.
25
ICHIA TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Operating revenue(Notes 4 and 21) Sales revenue Sales returns Sales discounts and allowances Net sales revenue Operating costs(Notes 4、 10 and 22) Gross profit from operations Operating expenses(Notes 22) Selling expenses Administrative expenses Research and development expenses Expected credit Impairment loss(gain) Total operating expenses Net operating income Non-operating income and expenses(Notes 22) Interest income Other income Other gains and losses, net Finance costs, net Total non-operating income and expenses |
2020 | % 101 - ( 1) 100 (87) 13 3 4 3 - 10 3 - 1 ( 1 ) - - |
2019 | |
|---|---|---|---|---|
| Amount $ 5,582,757 ( 15,409 ) ( 64,506) 5,502,842 (4,758,407) 744,435 176,257 210,483 176,144 ( 14,136) 548,748 195,687 23,732 39,221 ( 53,517 ) ( 15,110) ( 5,674) |
Amount $ 6,215,151 ( 24,510 ) ( 41,695) 6,148,946 (5,284,735) 864,211 173,499 237,307 165,050 7,560 583,416 280,795 15,245 22,716 ( 12,218 ) ( 25,499) 244 |
% | ||
| 101 - ( 1) 100 (86) 14 3 4 3 - 10 4 - - - - - |
26
| Income before income tax Income tax expense(Notes 4 and 23) Net income Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss Gains (losses) on remeasurements of defined benefit plans(Notes 19) Components of other comprehensive income that will be reclassified to profit or loss Exchange differences arising on translation of foreign operations Other comprehensive loss for the year, net of income tax Total comprehensive income Eearnings per share(Notes 24) Basic earnings per share Diluted earnings per share |
2020 | % 3 ( 1) 2 - 1 1 3 |
2019 | |||
|---|---|---|---|---|---|---|
| % | ||||||
| 4 ( 1) 3 - ( 3) ( 3) - |
The accompanying notes are an integral part of the consolidated financial statements.
27
ICHIA TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
BALANCE, JANUARY 1, 2019 Appropriations of earnings Legal capital reserve Special capital reserve Cash dividends to shareholders Net income in 2019 Other comprehensive income (loss) in 2019, net of income tax Total comprehensive income (loss) in 2019 Retirement of treasury share BALANCE, DECEMBER 31, 2019 Appropriations of earnings Legal capital reserve Special capital reserve Cash dividends to shareholders Purchase of treasury shares Net income in 2020 Other comprehensive income (loss) in 2020, net of income tax Total comprehensive income (loss) in 2020 BALANCE, DECEMBER 31, 2020 |
Capital Stock - Common Stock Shares (In Thousands) Amount 317,267 $ 3,172,676 - - - - - - - - - - - - ( 9,731) ( 97,310) 307,536 3,075,366 - - - - - - - - - - - - - - 307,536 $ 3,075,366 |
Capital Stock - Common Stock Shares (In Thousands) Amount 317,267 $ 3,172,676 - - - - - - - - - - - - ( 9,731) ( 97,310) 307,536 3,075,366 - - - - - - - - - - - - - - 307,536 $ 3,075,366 |
Capital Surplus $ 2,219,748 - - - - - - 56,037) 2,163,711 - - 76,884 ) - - - - $ 2,086,827 |
Retained Earnings | Retained Earnings | Unappropriated retained earning $ 379,342 ( 14,511 ) ( 137,012 ) ( 153,768 ) 226,792 ( 361) 226,431 ( 33,478) 267,004 ( 22,679 ) ( 198,694 ) ( 76,884 ) - 120,190 ( 220) 119,970 $ 88,717 |
Others Exchange differences on translation of foreign financial statements ( $ 137,012 ) - - - - ( 198,694) ( 198,694) - ( 335,706 ) - - - - - 40,309 40,309 ($ 295,397) |
Treasury shares ( $ 186,825 ) - - - - - - 186,825 - - - - ( 161,328 ) - - - ($ 161,328) |
Total equity |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) 317,267 - - - - - - ( 9,731) 307,536 - - - - - - - 307,536 |
Legal reserve $ 536,403 14,511 - - - - - - 550,914 22,679 - - - - - - $ 573,593 |
Special reserve $ - - 137,012 - - - - - 137,012 - 198,694 - - - - - $ 335,706 |
|||||||||
( |
( |
( ( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( |
( ( ( ( |
$ 5,984,332 - - 153,768 ) 226,792 199,055) 27,737 - 5,858,301 - - 153,768 ) 161,328 ) 120,190 40,089 160,279 $ 5,703,484 |
The accompanying notes are an integral part of the consolidated financial statements.
28
ICHIA TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| Cash flows from operating activities Profit (loss) before tax Adjustments for: Expected credit loss (gain) Depreciation expense Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Reversal of impairment loss on inventories Loss (gain) on disposal of property, plan and equipment Impairment loss on property, plant and equipment Changes in operating assets and liabilities: Notes and accounts receivable, net Inventories Other current assets Other operating assets Contract liabilities Accounts payable Other payable Other current liabilities Cash generated from operations Interest received Interest paid Income taxes paid Net cash generated by operating activities Cash flows from investing activities Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Acquisition of financial assets at fair value through profit or loss |
29 2020 $ 190,013 ( 14,136 ) 406,411 ( 54,434 ) 15,110 ( 23,732 ) ( 4,804 ) ( 2,680 ) 92 ( 237,228 ) ( 281,429 ) ( 15,254 ) ( 143 ) 1,528 475,046 11,734 4,190 470,284 20,574 ( 15,031 ) ( 30,606) 445,221 ( 500,547 ) 6,718 2020 ( 1,923,238 ) |
2019 |
|---|---|---|
| $ 281,039 7,560 445,825 ( 7,381 ) 25,499 ( 15,245 ) ( 19,406 ) ( 6,827 ) 2,709 620,982 208,508 80,178 ( 195 ) ( 1,370 ) ( 211,325 ) ( 49,140 ) 12,179 1,373,590 11,350 ( 26,893 ) ( 49,672) 1,308,375 ( 150,229 ) 92 2019 |
||
| ( 2,903,489 ) |
| Proceeds from disposal of | ||||
|---|---|---|---|---|
| financial assets at fair value | ||||
| through profit or loss | $ 2,002,398 |
$ 3,188,168 | ||
| Acquisition of property, plant and | ||||
| equipment | ( | 28,983 ) |
( | 70,168 ) |
| Proceeds from disposal of | ||||
| property, plant and equipment | 17,363 | 8,696 | ||
| Increase in refundable deposits |
( | 1,758 ) |
( | 17,254 ) |
| Decrease in refundable deposits | 2,292 | 3,329 | ||
| Increase in other non-current | ||||
| assets | ( | 16,855 ) |
( | 4,727 ) |
| Increase in prepayments for | ||||
| business facilities | ( | 291,609) |
( | 202,627) |
| Net cash used in investing | ||||
| activities | ( | 734,219) |
( | 148,209) |
| Cash flows from financing activities | ||||
| Increase in short-term loans |
6,183,464 |
3,436,688 | ||
| Decrease in short-term loans |
( | 5,404,203 ) |
( | 3,862,560 ) |
| Repayments of long-term debt |
( | 165,344 ) |
( | 340,809 ) |
| Increase in guarantee deposits | ||||
| received | 826 | 543 | ||
| Decrease in guarantee deposits | ||||
| received | ( | 289 ) |
( | 5,260 ) |
| Cash dividends paid |
( | 153,768 ) |
( | 153,768 ) |
| Payments to acquire treasury | ||||
| shares | ( | 161,328 ) |
- | |
| Payments of lease liabilities |
( | 621) |
- | |
| Net cash used in financing | ||||
| activities | 298,737 |
( | 925,166) | |
| Effect of exchange rate changes on cash | ||||
| and cash equivalents | 17,640 |
( | 150,399) | |
| Net increase in cash and cash | ||||
| equivalents | 27,379 | 84,601 | ||
| Cash and cash equivalents at | ||||
| beginning of period | 1,841,401 |
1,756,800 | ||
| Cash and cash equivalents at end of | ||||
| period | $ 1,868,780 |
$ 1,841,401 |
The accompanying notes are an integral part of the consolidated financial statements.
30
Attachment 4
ICHIA TECHNOLOGIES INC. 2020 Earnings Distribution Schedule
| ICHIA TECHNOLOGIES INC. 2020 Earnings Distribution Schedule |
Attachment 4 |
|---|---|
| Unit: NTD | |
| Unappropriated earnings at the beginning of the period | 2,225,293 |
| Net profits for the period | 120,189,791 |
| Defined benefit plan remeasurement recognized in retained earnings |
(220,400) |
| Additional adjustment to net profits for the period | 119,969,391 |
| Provision of legal reserve (10%) (Description 1) | (11,996,939) |
| Reversal of special reserve in accordance with the law | 40,308,571 |
| Retirement of treasury stock to write down undistributed earnings |
(33,478,330) |
| Distributable earnings for the period | 117,027,986 |
| Distribution items | |
| Shareholder bonus (Description 2) | 116,039,248 |
| Unappropriated earnings at the end of the period | 988,738 |
Each item is described as follows:
-
i. 119,969,391 x 10% = 11,996,939
-
ii. Cash dividend distribution of $0.39 per share is proposed from earnings, in addition to $0.11 per share from capital surplus, for a total of $0.5 per share.
-
iii. In connection with the cash dividend, the chairperson will be authorized to set the ex-dividend date.
-
iv. If the number of outstanding shares is affected by subsequent changes in the Company’s capital, the chairperson is authorized to exercise their full authority to handle any changes in the dividend distribution to shareholders.
-
v. Cash dividends shall be calculated in proportion to the distribution percentage and rounded off to the nearest NTD, and the total amount of the fractional amounts less than NTD 1 shall be adjusted from the largest decimals to the smallest and from the first account number to the last in order to meet the total amount of cash dividends distribution.
Person in charge: Creative Investment Co., Ltd.
Managerial officer: Accounting officer: Tseng Kung-Sheng Cheng Ching-Yee
31
Attachment 5
ICHIA TECHNOLOGIES INC. Comparison of the previous and the amended provisions of the “Rules of Procedure for Shareholders’ Meetin ” g
| Provisions before amendment | Provisions after amendment | Basis for amendment |
|
|---|---|---|---|
| Article 5 |
The chair shall call the meeting to order at the scheduled meeting time. If however the presence of shareholders at that point of time represent less than one-half of the total outstanding shares, the chair may announce to postpone the meeting up to two times and the total time lapsed cannot exceed one hour. If postponement has been made twice and the shareholders present in the meeting cannot represent one-half but represent more than one-third of the total outstanding shares, a tentative resolution shall be made in accordance with the provisions of Paragraph 1, Article 175 of the Company Act. If the session is still in progress with the eventual presence of shareholders representing more than half of the total outstanding shares, the chair shall once again propose the tentative resolution to the shareholders’ meeting for resolution pursuant to Article 174 of the Company Act. |
The chair shall call the meeting to order at the scheduled meeting time and at the same time announce the number of non-voting shares and the number of shares present. If however the presence of shareholders at that point of time represent less than one-half of the total outstanding shares, the chair may announce to postpone the meeting up to two times and the total time lapsed cannot exceed one hour. If postponement has been made twice and the shareholders present in the meeting cannot represent one-half but represent more than one-third of the total outstanding shares, a tentative resolution shall be made in accordance with the provisions of Paragraph 1, Article 175 of the Company Act. If the session is still in progress with the eventual presence of shareholders representing more than half of the total outstanding shares, the chair shall once again propose the tentative resolution to the shareholders’ meeting for resolution pursuant to Article 174 of the CompanyAct. |
Amended in accordance with relevant laws and regulations. |
| Article 7 |
If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting should proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provision referred to above is applicable even when the shareholders’ meeting is convened by someone other than the Board of Directors. |
If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting should proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provision referred to above is applicable even when the shareholders’ meeting is convened by someone other than the Board of Directors. |
Amended in accordance with relevant laws and regulations. |
32
| Provisions before amendment | Provisions after amendment | Basis for amendment |
|
|---|---|---|---|
| The chair must not declare the meeting adjourned before conclusion of the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholder meeting. Matters pertaining to election or discharge of directors, alteration of 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, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as impromptu motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the Company, and |
The chair must not declare the meeting adjourned before conclusion of the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholder meeting. Matters pertaining to election or discharge of directors, alteration of 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, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1, Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers,shall be listed and described in the reasons for the convening of the meeting, and shall not be proposed as an impromptu motion. Where re-election of all directors and the date of their assumption of offices are stated in the causes for convening the shareholder meeting, after the completion of the re-election in the meeting such date of their assumption of offices may not be altered by any impromptu motion or other means in the same meeting. |
||
such website shall be indicated in the above notice. Where re-election of all directors and the date of their assumption of offices are stated in the causes for convening the shareholder meeting, after the completion of the re-election in the meeting such date of their assumption of offices may not be altered by any impromptu motion or other means in the same meeting. |
|||
| Article 20 |
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 chair of the meeting and shall be distributed to all shareholders of the company |
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 chair of the meeting and shall be distributed to all shareholders of the company |
Amended in accordance with relevant laws and regulations. |
33
| Provisions before amendment | Provisions after amendment | Basis for amendment |
|
|---|---|---|---|
| within twenty days after the close of the meeting. The minutes may be distributed by public announcement. The meeting minutes should accurately record the year, month, day, and place of the meeting, the chair’s name, the methods of ratification, and a summary of the discussions and voting results (including statistics of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The meeting minutes should be kept for the duration of the existence of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least one year. If legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action. |
within twenty days after the close of the meeting. The minutes may be distributed by public announcement. The meeting minutes should accurately record the year, month, day, and place of the meeting, the chair’s name, the methods of ratification, and a summary of the discussions and voting results (including statistics of voting rights), and disclose the number of voting rights won by each candidate as well as alist of the unsuccessful candidates and the number of voting rights they receive in the event of an election of directors.The meeting minutes should be kept for the duration of the existence of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least one year. If legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action. |
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Attachment 6
ICHIA TECHNOLOGIES INC. Comparison of the previous and the amended provisions of “Procedure for Election of Directors”.
| Provisions before amendment | Provisions before amendment | Provisions before amendment | Provisions after amendment | Provisions after amendment | Basis for amendment |
|
|---|---|---|---|---|---|---|
| Article 5 |
If a candidate is a shareholder, voters must indicate the candidate’s account name and shareholder account number in the “candidate” column of the ballot; for a non-shareholder, the candidate’s name and identification number should be indicated. However, when the candidate is a governmental or a corporate shareholder, the name of the government or the corporation should be indicated in the column for the candidate’s account name on the ballot, or both the name of the government or the corporation and the name of its representative shall be indicated. When there are several representatives, the name of each representative should be indicated respectively. |
This article is deleted in accordance with the nomination system of director candidates. |
||||
| Article 6 |
A ballot is invalid if one of the following is true: i. Not using ballots prepared by the Board. ii. Putting void ballots into the ballot box. iii. The handwriting is blurred and unrecognizable or has been altered. iv.Ifthe person to be elected is a shareholder and their account name or shareholder account number does not match with the shareholder roster; if the person to be elected is not a shareholder and their name and identification numberdo not match after verification. v. In additionto the account name or shareholder account number (identification number) of the person to be elected, the |
Article 5 |
A ballot is invalid if one of the following is true: i. Not using ballots prepared by persons with convening rights. ii. Putting void ballots into the ballot box. iii. The handwriting is blurred and unrecognizable or has been altered. iv. The names of the persons to be elected do not matchwith the list of director candidates after verification. v. In addition to the number of voting rights allocated, other words are included. |
Article 5 is deleted and article order is adjusted in accordance with the amendment of the nomination system for director candidates. |
||
| identification numberdo not match after verification. |
||||||
| In addition | to the account name | |||||
| or shareholder account number (identification number) of the person to be elected, the |
35
| Provisions before amendment | Provisions before amendment | Provisions after amendment | Provisions after amendment | Basis for amendment |
|
|---|---|---|---|---|---|
| vi. | number of voting rights allocated and other matters as stipulated in Article 6, other words are included. The name of the person to be elected is the same as that of other shareholders without the shareholder’s account number or identification number to discern them. |
||||
| Article 7 |
After the voting is completed, the ballot box should be opened on the spot. The results of the voting shall be announced by the chair on the spot. |
Article 6 |
After the voting is completed, the ballot box should be opened on the spot. The results of the voting shall be announced by the chair on the spot, including the list of directors elected and the number of their elected rights. |
Article 5 is deleted and article order is adjusted in accordance with the amendment of the nomination system for director candidates. |
|
| Article 8 |
Omitted |
Article 7 |
Omitted | Article order is adjusted in accordance with the deletion of article 5. |
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Attachment 7
ICHIA TECHNOLOGIES INC.
Rules of Procedure for Shareholders’ Meeting
-
i. The Company’s procedure for shareholders’ meeting should be governed by the rules.
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ii. Each shareholder may present the authorization of proxy document prepared by the Company with the scope of authorization defined to appoint a proxy to attend each session of the shareholders’ meeting.
-
One shareholder may appoint one proxy and present one authorization of proxy and such document shall be delivered to the Company five days prior to the scheduled date of the shareholders’ meeting. Where duplicate copies of the authorization of proxy are delivered, the earliest one delivered shall prevail. Unless a declaration is made to cancel the earlier appointment of proxy. After the delivery of the authorization of proxy to the Company, any shareholder who desires to attend the meeting in person or cast the vote in written or electronic form shall inform the Company for the revocation of the authorization in writing two days prior to the scheduled date of the meeting. In the event of any such notice sent beyond the time limit, votes cast by the proxy at the meeting shall prevail.
-
iii. When a corporation is entrusted to attend a shareholders’ meeting, only one representative can be appointed to attend. If a corporate shareholder designates two or more representatives to attend a shareholders’ meeting, only one person may speak on the same proposal.
-
iv. Shareholders or their proxies (hereinafter referred to as the shareholders) should present attendance cards, sign-in cards, or other attendance certificates to attend a shareholder meeting. Solicitors seeking proxy forms should also bring identification documents for verification.
-
The Company may appoint attorneys, certified public accountants or related personnel to attend the shareholders’ meeting as observers.
-
The Company should furnish a signature book for attending shareholders, or the attending shareholders may hand in a sign-in card instead. The quantity of shares represented by the shareholders attending the meeting shall be based on the information of the sign-in book or the sign-in cards being surrendered, plus the votes representing the shares cast in written or electronic means.
-
The Company, beginning from the time it accepts shareholder attendance registrations, should make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholder meeting, and the voting and vote counting processes. The recorded materials of the preceding paragraph should be kept for at least one year. However, if any shareholder files a lawsuit in accordance with Article 189 of the Company Act, they shall be kept until the end of the lawsuit.
Shares and votes shall be the basis for counting the attendees at a shareholders’ meeting.
Personnel administering the shareholders’ meeting shall wear ID badges or armbands at the venue of the meeting.
- v. The chair shall call the meeting to order at the scheduled meeting time. If however the presence of shareholders at that point of time represent less than one-half of the total outstanding shares, the chair may announce to postpone the
37
meeting up to two times and the total time lapsed cannot exceed one hour. If postponement has been made twice and the shareholders present in the meeting cannot represent one-half but represent more than one-third of the total outstanding shares, a tentative resolution shall be made in accordance with the provisions of Paragraph 1, Article 175 of the Company Act. If the session is still in progress with the eventual presence of shareholders representing more than half of the total outstanding shares, the chair shall once again propose the tentative resolution to the shareholders’ meeting for resolution pursuant to Article 174 of the Company Act.
-
vi. For a shareholders’ meeting convened by the Board of Directors, the chair of the meeting shall be appointed in accordance with the provisions of Paragraph 3, Article 208 of the Company Act; whereas for a shareholders’ meeting convened by any other person having the convening right, they shall act as the chair of that meeting provided, however, that if there are two or more persons having the convening right, the chair of the meeting shall be elected from amongst themselves.
-
vii. If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting should proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.
-
The provision referred to above is applicable even when the shareholders’ meeting is convened by someone other than the Board of Directors. Before the meeting procedure is accomplished in accordance with the agenda (including impromptu motions) as stated in the preceding two paragraphs, the chair cannot announce for the adjournment of the meeting unless at the resolution of the shareholders in session.
-
Matters pertaining to election or discharge of directors, alteration of 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, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 of the Company Act shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as impromptu motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the Company, and such website shall be indicated in the above notice.
Where re-election of all directors and the date of their assumption of offices are stated in the causes for convening the shareholder meeting, after the completion of the re-election in the meeting such date of their assumption of offices may not be altered by any impromptu motion or other means in the same meeting.
-
viii. Before speaking, an attending shareholder must specify the subject of the speech on a speaker slip, their shareholder account number and account name. The order in which shareholders speak will be set by the chair.
-
ix. Shareholders who have only prepared the speech memo without taking the floor for delivery of the speech shall be deemed to have not delivered a speech. In case the content of the speech delivered on the floor is irrelevant to the content in the speech memo, the content of the speech shall prevail.
38
-
x. A shareholder’s speech may not exceed 5 minutes.
-
xi. A shareholder may not speak more than twice on the same proposal. If the shareholder’s speech violates the rules or exceeds the scope of the topic, the chair may terminate the speech. When a shareholder has the floor, all other shareholders shall not interfere unless with the consent of the chair or the shareholder who is taking the floor. Any unrestrained action shall be discouraged by the chair.
-
xii. After a shareholder in the meeting has expressed an opinion, the chair may respond to the issue personally or appoint specific personnel to respond to the issue.
-
xiii. When discussing proposals, the proposals shall be discussed in the order of the agenda.
-
xiv. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and amendments or impromptu motions put forward by 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 voting, and schedule sufficient time for voting.
-
xv. Resolution shall be made by a simple majority of the shareholders with voting right in session unless the Company Act or the Articles of Incorporation otherwise specified. At the time of voting, the chair or the person designated by the chair should first announce the total number of voting rights of the attending shareholders for each proposal, then the shareholders shall vote on each proposal. On the same day after the meeting, the results of shareholders’ approvals, disapprovals and abstentions, shall be publicly announced.
-
Shareholders are entitled to one voting right for each share held, except those who are under restriction or have no voting right as stated in Paragraph 2, Article 179 of the Company Act.
The chair shall appoint the staff to supervise the casting of votes and the counting of votes on condition that such staff is a shareholder. Vote counting for shareholder meeting proposals or elections should be conducted in a public place in the shareholder meeting. Immediately after vote counting has been completed, the results of the voting, including the statistics of the number of voting rights, shall be announced on the spot in the meeting, and recorded.
The shareholders’ meeting of the Company shall allow the exercise of voting rights by electronic means and in writing; in the event that the voting rights are exercised by written or electronic means, the manner of exercise shall be set forth in the notice of the shareholders’ meeting. A shareholder who exercises their voting power at a shareholders’ meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders’ meeting in person, but shall be deemed to have waived their voting rights on impromptu motions and the amendments to the contents of the original proposals at that session of the shareholders’ meeting.
Instructions to exercise written and electronic votes mentioned previously shall be delivered to the Company at least two days before the shareholders’ meeting. In the event of duplicate submissions, the earliest submission shall be taken into record. Unless declaration for the revocation of the previous expression of intent is made.
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Shareholders who wish to attend the shareholders’ meeting in person after exercising their voting rights in writing or using electronic methods are required to withdraw their votes using the same method by which the vote was cast in the first place and by no later than two days before the day of shareholder meeting. The written or electronic vote shall prevail if not withdrawn before the cutoff time. If an expression of intent to vote in written or electronic means has been made and at the same time a proxy has been appointed to attend the meeting, the votes cast by the proxy in the meeting shall stand.
When shareholders appoint a proxy to attend the shareholders’ meeting, except for a trust enterprise or a stock affairs agency approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights of that proxy must not exceed 3% of the voting rights of 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.
-
xvi. The chair may command the proctors (or security personnel) to assist with the maintenance of order. The proctors (or security personnel) at the meeting venue assisting with maintenance of order shall carry ID or wear armbands marked “Proctor.”
-
xvii. When the meeting is in progress, if there is an air attack alarm drill, the meeting will be suspended and evacuated, and the meeting will continue after the alarm is lifted for one hour.
-
xviii. The location for a shareholder meeting should be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholder meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
-
xix. 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 place cannot be further used and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may ratify a resolution to resume the meeting at another place.
The shareholder meeting may, in accordance with the provisions of Article 182 of the Company Act, be resolved to be postponed or resumed within five days. After the meeting is adjourned, shareholders cannot nominate another chair or seek another venue for the continuation of the meeting unless otherwise required by laws and regulations
- xx. 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 chair of the meeting and shall be distributed to all shareholders of the company within twenty days after the close of the meeting. The minutes may be distributed by public announcement. The meeting minutes should accurately record the year, month, day, and place of the meeting, the chair’s name, the methods of ratification, and a summary of the discussions and voting results (including statistics of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The meeting minutes should be kept for the duration of the existence of the Company. The attendance list bearing the
40
signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least one year. If legal action is instituted by shareholders pursuant to Article 189 of the Company Act, the ballots shall be retained until the final ruling of the action.
-
xxi. Matters not provided for in these rules shall be governed by the Company Act, relevant laws and regulations and the Company’s Articles of Incorporation.
-
xxii. These Rules shall be effective upon the approval of the shareholders’ meeting, and the same applies to amendments as well.
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Attachment 8
ICHIA TECHNOLOGIES INC. Procedure for Election of Directors
-
Revision date: June 12, 2020
-
Article 1 Unless otherwise provided by law or the Articles of Incorporation, the election of directors of the Company shall be governed by the Procedure.
-
Article 2 The Company should adopt the single registered cumulative voting system for the election of directors. Each share should have the same number of voting rights as the number of directors to be elected, which may be cast collectively for a single candidate or split among several candidates. The Board of Directors should prepare election ballots corresponding to the number of directors to be elected, specify the number of voting rights on the ballots and distribute the ballots to the shareholders attending the shareholder meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
-
Article 3 The election of directors is based on a candidate nomination system. The shareholders’ meeting shall elect the candidates from the list of director candidates in accordance with the number of directors specified in the Company’s Articles of Incorporation; the candidates with the highest number of voting rights shall be elected sequentially. Independent directors and non-independent directors should be elected at the same time, but their respective elected numbers shall be calculated separately. When two or more persons receive the same number of votes, thus exceeding the specified number of directors, a decision shall be made by drawing lots, with the chair drawing lots for those not in attendance.
-
Article 4 Before the election begins, the chair should appoint a number of persons with shareholder status as vote monitoring and counting personnel to perform the respective duties. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting beings.
-
Article 5 If a candidate is a shareholder, voters must indicate the candidate’s account name and shareholder account number in the “candidate” column of the ballot; for a non-shareholder, the candidate’s name and identification number should be indicated. However, when the candidate is a governmental or a corporate shareholder, the name of the government or the corporation should be indicated in the column for the candidate’s account name on the ballot, or both the name of the government or the corporation and the name of its representative shall be indicated. When there are several
42
representatives, the name of each representative should be indicated respectively.
Article 6 A ballot is invalid if one of the following is true:
-
i. Not using ballots prepared by the Board.
-
ii. Putting void ballots into the ballot box.
-
iii. The handwriting is blurred and unrecognizable or has been altered.
-
iv. If the person to be elected is a shareholder and their account name or shareholder account number does not match with the shareholder roster; if the person to be elected is not a shareholder and their name and identification number do not match after verification.
-
v. In addition to the account name and shareholder account number (identification number) of the person to be elected and the number of voting rights allocated, other words are included.
-
vi. The name of the person to be elected is the same as that of other shareholders without the shareholder’s account number or identification number to discern them.
-
Article 7 After the voting is completed, the ballot box should be opened on the spot. The results of the voting shall be announced by the chair on the spot.
-
Article 8 The Procedure shall come into effect upon the resolution of the shareholders’ meeting, and the same applies to amendments.
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Attachment 9
ICHIA TECHNOLOGIES INC.
Shareholding of All Directors
-
The total number of shares issued by the Company as of April 23, 2021 was 307,536,533 shares, and the number of shares legally required to be held by all directors was 12,301,461 shares in accordance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.”
-
The shareholdings of individual shareholders and all directors as recorded on the shareholder roster as of the date of cessation of stock transfer for the regular shareholders' meeting are as follows, which are in compliance with Article 26 of the Securities and Exchange Act.
| Date of cessation of stock transfer: April 23,2021 | Date of cessation of stock transfer: April 23,2021 | Date of cessation of stock transfer: April 23,2021 | Date of cessation of stock transfer: April 23,2021 | Date of cessation of stock transfer: April 23,2021 | Date of cessation of stock transfer: April 23,2021 | Date of cessation of stock transfer: April 23,2021 | Date of cessation of stock transfer: April 23,2021 |
|---|---|---|---|---|---|---|---|
| Position | Name | Date elected |
Term of office |
Shareholding when elected |
Shareholding on the shareholder roster at the date of cessation of stock transfer |
||
| Number of shares |
Percentage %(Note) |
Number of shares |
Percentage % |
||||
| Chairperson | Creative Investment Co., Ltd. Representative: HuangChiu-Yung |
2020.6.12 | 3 years |
15,468,480 | 5.03 |
18,372,480 | 5.97 |
| Vice Chairperson |
Huang Li-Lin | 2020.6.12 | 3 years |
4,732,083 | 1.54 |
4,732,083 |
1.54 |
| Director | Huang Tzu-Cheng | 2020.6.12 | 3 years |
1,285,000 | 0.42 |
1,285,000 |
0.42 |
| Director | Ferrari Investment Co., Ltd. Representative: HuangTzu-Hsuan |
2020.6.12 | 3 years |
15,472,481 | 5.03 |
18,377,481 | 5.98 |
| Independent director |
Chen Tai-Ran | 2020.6.12 | 3 years |
0 | 0 |
0 |
0 |
| Independent director |
Huang Chin-Ming | 2020.6.12 | 3 years |
0 | 0 |
0 |
0 |
| Independent director |
Hsu Wan-Lung | 2020.6.12 | 3 years |
0 | 0 |
0 |
0 |
| Total number of shares held byall directors | 36,958,044 | 12.02 |
42,767,044 | 13.91 |
Note 1: The total number of issued shares as of June 12, 2020 was 307,536,533 shares.
44