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INX — AGM Information 2022
Jul 8, 2022
52330_rns_2022-07-08_a8f49b31-7f14-4ac8-8888-6c6183f3cdf0.pdf
AGM Information
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Stock Code: 3481
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Handbook for the 2022 Annual General Meeting of Shareholders
June 24, 2022
------ Disclaimer ----
THIS IS A TRANSLATION OF THE AGENDA FOR THE 2022 ANNUAL SHAREHOLDERS’ MEETING OF INNOLUX CORPORATION THE TRANSLATION IS FOR REFERENCE ONLY. IF THERE IS ANY DISCREPANCY BETWEEN THE ENGLISH VERSION AND CHINESE VERSION, THE CHINESE VERSION SHALL PREVAIL.
Table of Contents
| I. | Meeting Procedures ------------------------------------------------------------------------------- | 1 |
|---|---|---|
| II. | Meeting Agenda ----------------------------------------------------------------------------------- | 2 |
| 1. Reporting Items -------------------------------------------------------------------------------- | 3 | |
| 2. Adopting Items --------------------------------------------------------------------------------- | 4 | |
| 3. Discussion and Election Items --------------------------------------------------------------- | 6 | |
| 4. Extemporary Motions ------------------------------------------------------------------------- | 12 | |
| III. | Attachments | |
| 1. 2021 Business Report ------------------------------------------------------------------------- | 13 | |
| 2. 2021 Audit Committee’s Review Report --------------------------------------------------- | 19 | |
| 3. Independent Auditors’ Report and Financial Statements -------------------------------- | 20 | |
| 4. 2021 Earnings Distribution Table ----------------------------------------------------------- | 41 | |
| 5. Comparative table for Amendment to Articles of Incorporation ------------------------ | 42 | |
| 6. Comparative table for Amendment to Procedures for the Acquisition and Disposition | of | |
| Assets -------------------------------------------------------------------------------------------- | 44 | |
| 7. Comparative table for Amendment to Rules of Shareholders’ Meeting --------------- | 65 | |
| 8. List of the Candidates of Directors (including Independent Directors) ---------------- | 76 | |
| 9. Details of the Duties Subject to Releasing the Candidates of Directors (including | ||
| Independent Directors) from Non-competition -------------------------------------------- | 79 | |
| IV. | Appendices | |
| 1. Rules of Shareholders’ Meeting ------------------------------------------------------------- | 80 | |
| 2. Articles of Incorporation ---------------------------------------------------------------------- | 85 | |
| 3. Election Rules of Directors ------------------------------------------------------------------- | 90 | |
| 4. Shareholding Table of All Directors -------------------------------------------------------- | 91 |
InnoLux Corporation
Procedures of 2022 Annual General Shareholders’ Meeting
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I. Report of Number of Shares Represented by Attendees
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II. Call the Meeting to Order
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III. Chairman Remarks
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IV. Reporting Items
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V. Adopting Items
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VI. Discussion and Election Items
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VII. Extemporary Motions
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VIII. Adjournment
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InnoLux Corporation
Agenda of 2022 Annual General Shareholders’ Meeting
Format: Physical Shareholders’ Meeting
Time & Date: 09:00 am, June 24, 2022
Location: 3F, No.36, Keyan Rd., Zhunan Township, Miaoli County, Taiwan R.O.C.
Assembly hall of the Administrative Service Center of Zhunan Site, Hsinchu Science Park
1. Chairman Remarks:
2. Reporting Items:
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(1) 2021 Business Report
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(2) 2021 Audit Committee's Review Report
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(3) 2021 Report on Directors and Employees Remuneration Distribution
3. Adopting Items:
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(1) Proposals of 2021 Business Report and Financial Statements
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(2) Proposals of 2021 Earnings Distribution Table
4. Discussion and Election Items
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(1) Amendments to the Articles of Incorporation
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(2) Proposal to process Capital Reduction in Cash
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(3) Amendments to the Procedures for the Acquisition and Disposal of Assets
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(4) Amendments to the Rules of Shareholders’ Meeting
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(5) Proposal to overall re-election of nine Directors (including five Independent Directors)
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(6) Proposal to lift non-competition restrictions on the Directors of the Company
5. Extemporary Motions
6. Adjournment
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Reporting Items
Proposal 1: 2021 Business Report
Explanatory note: Please refer to Attachment 1 for the 2021 Business Report (Pages 13 to 18).
Proposal 2: 2021 Audit Committee's Review Report
Explanatory note: Please refer to Attachment 2 for the 2021 Audit Committee's Review Report (Page 19).
Proposal 3: 2021 Report on Directors and Employees Remuneration Distribution
Explanatory note: The Board of the Directors has approved on February 11, 2022 the cash distribution of NT$ 4,246,994,277 in cash as remuneration to Employees and NT$ 65,338,373 to Directors.
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Adopting Items
(Proposed by the Board of Directors)
Proposal 1: 2021 Business Report and Financial Statements
Explanatory note:
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a. 2021 Financial Statements of the Company had been duly audited by CPA, Hsu, Sheng-Chung and CPA, Liang, Hua-Ling of Pricewaterhousecoopers Taiwan.
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b. The Business Report and Financial Statements are attached hereto as Attachment 1 & 3 (Pages 13 to 18 and 20 to 40).
Resolution:
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(Proposed by the Board of Directors)
Proposal 2: 2021 Earnings Distribution Table
Explanatory note:
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a. Please refer to Attachment 4 for 2021 Earnings Distribution Table (Page 41).
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b. Proposed cash dividend distributed to shareholders is NT$ 11,087,601,054 (NT$ 1.05 per share). The distribution of cash dividends shall be accounted by dollars and rounded off to the integer according to the distribution proportion. Fractional dividend amounts that are less than NT$ 1 are aggregated and it is proposed that the Chairman be authorized to conduct the adjusment.
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c. In the event that there is change in capital of the Company affecting the outstanding shares of the Company, causing the distribution ratio shall be changed and adjusted, it is proposed that the Chairman be authorized to handle this situation.
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d. It is proposed that the Chairman be authorized to decide the distribution record date, the distribution date, and other related matters after this proposal is resovled by the shareholders’ meeting.
Resolution:
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Discussion and Election Items
(Proposed by the Board of Directors)
Proposal 1: Amendments to the Articles of Incorporation
Explanatory note:
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a. The Company will partly revise the Articles of Incorporation of the Company, pursuant to the amendment of laws and the operation plans.
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b. The comparative table of the amendment is attached hereto as Attachment 5 (page 42~43).
Resolution:
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(Proposed by the Board of Directors)
Propsal 2: Proposal to process Capital Reduction in Cash
Explanatory note:
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a. In order to increase return on shareholders' equity and adjust the capital structure, the Board of the Company resolved to reduce capital and refund cash to shareholders.
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b. Amount of capital reduction is NT$ 10,031,639,050 and shares to be cancelled are 1,003,163,905. According to the total shares 10,559,620,051 issued, capital reduction percentage is 9.50%. Shareholders will be refunded by NT$ 0.95 per holding share
(rounded up tothe nearest integer)in cash. After capital reduction, share capital will be NT$ 95,564,561,460. However, paid-in capital and capital reduction percentage after capital reduction are calculated in accordance with the total shares issued at the record date of the capital reduction and replacement of shares. -
c. According to the total shares issued in the preceding paragraph, 905 new shares were issued for each thousand shares. After capital reduction, shareholders may combine shares of common stock less than 1 share with the stock transfer agency of the Company within 5 days prior to the record date of the capital reduction and replacement of shares. For fractional shares of common stock that are still less than 1 share after combination, cash deducted bookentry transfer and dematerialized registration fees will be distributed at the closing price
(rounded up to the nearest integer)on the last trading date at the stock exchange market before the record date for stock conversion; Chairperson is authorized to appoint a specific party to subscribe to such fractional shares at the closing price. -
d. The new shares to be issued under the capital reduction will be issued without any entity, and the rights and obligations of the new shares will be the same as those of the original shares. After the resolution of shareholders’ meeting, the case shall be reported to the competent authority for obtaining approval. It is proposed that the Chairman be authorized to determine the record date for capital reduction and replacement of shares, and other related matters as well.
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e. If any matters relevant to the capital reduction need to be amended due to the change of the share capital, the revision of the R.O.C. laws or regulations, market conditions, and other factors before the record date for capital reduction, the Chairperson of the Company is authorized to deal with relative matters in accordance with the approval from the shareholders' meeting.
Resolution:
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(Proposed by the Board of Directors)
Propsal 3: Amendments to the Procedures for the Acquisition and Disposal of Assets
Explanatory note:
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a. The Company will partly revise the Procedures for the Acquisition and Disposal of Assets of the Company, pursuant to the amendment of laws and the operation plans.
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b. The comparative table of the amendment is attached hereto as Attachment 6 (page 44~64).
Resolution:
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(Proposed by the Board of Directors)
Propsal 4: Amendments to the Rules of Shareholders’ Meeting
Explanatory note:
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a. In conformity with the amendments of laws & regulations, it is proposed to amend “Rules of Shareholders’ Meeting” of the Company.
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b. The comparative table of the amended provisions is attached hereto as Attachment 7 (page 65~75).
Resolution:
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(Proposed by the Board of Directors)
Propsal 5: Proposal to overall re-election of nine Directors (including five Independent Directors)
Explanatory note:
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a. The term of office of the 8th Directors of the Company will expire on June 30, 2022.
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b. Nine Directors (including five Independent Directors) shall be elected this time; the term of office is from July 1, 2022 to June 30, 2025, for a term of three years.
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c. The number of nominated Directors (including five Independent Directors) is prescribed under the Articles of Incorporation; the candidate nomination system is adopted in accordance with Articles of Incorporation. Shareholders shall elect the Directors from the list of the candidates. For the educational background, major experience, and other related information of the candidates, please refer to Attachment 8 (page 76~78).
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d. It is proposed to submit for election.
Election Results:
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(Proposed by the Board of Directors)
Propsal 6: Proposal to lift non-competition restrictions on the Directors of the Company
Explanatory note:
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a. According to Article 209 of the Company Act, a Director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
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b. The Director candidates of the Company may have competition situation, under the condition that such competition will not damage to the Company, it is proposed to dismiss the limitation on the non-competition obligation of the Directors, for the dismissed items, please refer to Attachment 9 (page 79).
Resolution:
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Extemporary Motions
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Attachment 1
InnoLux Corporation 2021 Business Report
Report on the Company's operating results for 2021 as follows.
I. Report on operating results for 2021
In early 2021, the global economy was weaker than expected. As the new Omicron variant keeps spreading, governments of various countries are reintroducing strict crowd control. Under the impact of energy price hikes and supply disturbances, both the extent and spillover of inflation went beyond expectations, especially in the U.S. and many emerging and developing economies. The real estate industry in China is shrinking and the recovery in private consumption is slower than expected. Both factors are affecting the outlook of economic growth.
According to IMF’s forecast, global risks are tilted to the downside. The occurrence of new variants may prolong the pandemic and bring volatilities to the economy. Moreover, the supply chain disturbances, the energy price fluctuations and local salary pressures make the trend of inflation and policies more uncertain. Interest rate hikes in developed economies could trigger risks to financial stability and could put capital flow and monetary and fiscal positions in emerging markets and developing economies at risk. This is especially true given the sharp rise in debt levels over the past two years. Geopolitical tensions remain, making it possible for other global risks to emerge. In addition, the current climate crises represent the likelihood of a major natural disaster remains high.
Therefore, the Company needs to expand relevant production and supply chain systems and improve the delivery system to enhance the reliability of the international division of labor. For the financial aspect, many countries continue to tighten their monetary policies to control the inflationary pressures. Under this background, the importance of cross-country cooperation gradually increases. The Company must have continuous liquidity in the face of various situations and accelerate the implementation of an orderly global deployment when necessary. In the meantime, expanding the investment in ESG affairs to meet the rising corporate citizenship standards is also important.
The display technology industry continues to move toward cross-boundary integration and transforming upgrading, which is specifically carried out on strategies for the upgrading of technology, creating product value, new ventures, and field construction, echoing the Company's three-Vs business strategy. The Company's operating performance for the year 2021 reached record highs in gross margin, operating margin and net income margin since the merger. The Company will continue to adjust its business strategies, refine new technologies, develop new applications, continuously increase the added value of its products, pursue high-end technology products and develop emerging markets in order to create maximum benefits for the Company,
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its shareholders, customers and partners through the improvement of technology and overall product quality.
II. Results of business plan implementation and budget execution
For 2021, the Company consolidated sales revenue was NT$ 350,076,690 thousand, up NT$ 80,165,639 thousand, or 29.7%, compared with 2020 (2020’s consolidated net sales revenue was NT$ 269,911,051 thousand). For 2021, the net profit attributable to shareholders of parent company was NT$ 57,534,461 thousand, and the earnings per share was NT$ 5.53.
No financial forecast has been disclosed for 2021, therefore there is no need to disclose budget execution.
III. Analysis of Financial Income and Expenditure and Profitability
| Items | 2020 | 2021 | |
|---|---|---|---|
| Capital Structure (%) |
Debts to assets ratio | 37.41 | 34.81 |
| Long-term capital to property, plant, and equipment ratio |
146.59 | 209.21 | |
| Solvency | Current ratio(%) | 145.79 | 150.85 |
| Quick ratio(%) | 114.66 | 114.28 | |
| Interest coverage multiplier(times) | 3.49 | 64.88 | |
| Profitability | Return on assets(%) | 0.66 | 13.77 |
| Return on equity (%) | 0.70 | 21.22 | |
| Operating profits as a percentage of paid- in capital(%) |
1.82 | 59.39 | |
| Net profits before tax as a percentage of paid-in capital(%) |
2.57 | 59.10 | |
| Netprofit margin(%) | 0.61 | 16.44 | |
| Earningsper share(NT$) | 0.17 | 5.53 |
IV. Status of Research and Development
Along with the emergence of the metaverse, the new type of display technology that connects the virtual and the real world will play an important role. The Company devotes itself to developing a non-dazzling, high-resolution VR LCD that creates a high sense of immersion and resolves the problem of the pane effect caused by the insufficient resolution of VR in the market; besides, with its world-leading N3D technology, the Company has developed an exclusive "consumer multi-person naked eye N3D display" based on intuitive 3D images which do not cause dizziness even after prolonged use. This product can be applied to smart retail. In addition, the “Medical-use Naked Eye 3D Display” will be applied to the smart medical field, providing a more intuitive experience for medical education and medical diagnosis.
In terms of smart mobility, the Company is cooperating with Taipei Metro to design a digital train. It provides a wide range of cross-boundary applications and software and hardware integration solutions for display and communication technologies. By using the arrival billboard and curved billboard as an interface, it assists customers to resolve the problems of time and labor-consuming replacement of the advertisement, poor performance, monotonous marketing,
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and business model, etc.; and to develop new applications and new business models.
In the field of wireless communications, LC Meta-Surface Antenna products are massproduced and combined with actively development technology of Panel Level Package in recent years. Compared with traditional dish antennas, the LC Meta-Surface Antenna can track satellites without the need for a motor device, is lightweight and flat, and has the same broadband, high pointing and wide angle scanning performance with lower power consumption, so is very suitable for the future development of low-orbit satellite communication, autonomous vehicles, satellite IoT (Internet of Things) and radio communication for rescue purpose.
In the field of architecture, Smart LC Window is well received after being exhibited in major exhibitions. Its features of heat insulation, energy-saving, and light penetration, in terms of the 2050 net-zero emissions goal, help reduce the energy consumption of buildings. It can reduce the use of indoor air conditioning, which helps to reduce greenhouse gas production, and can be used with smart projection windows for more diversified advertising applications. In this way, the customer can realize the value of energy-saving and sustainability and move towards the UN sustainable development goal of sustainable cities and communities.
The Company has also crossed over into the semiconductor packaging field, Panel Level Package (PLP), to develop advanced packaging technologies that can highly integrate wafers and facilitate the technology innovation of heterogeneous integration. The Company utilizes its existing G3.5 production line to develop mid-to-high-end semiconductor packaging technology with large G3.5 FOPLP substrates to provide the customers with more competitive costs and create greater profit value.
In terms of automotive display applications, it is expected that the automotive market will develop towards large displays in the future, developing a visual experience suitable for the cabin experience. The cutting technology and curved display technology that match the interior design of automobiles are already being studied and are entering mass production. In addition to the styling advancement of display panels, the high security protective glass required for automotive displays is also the focus of our vertical integration to achieve the stringent requirements of high uniformity, low reflection, and anti-glare for automotive regulations at various viewing angles.
TV panel products continue to implement the strategy of supplying OC (Open-Cell) and complete TV sets in order to provide customers with complete services. To follow the market trend, Innolux develops High PPI (Pixels Per Inch), VRR (Variable Refresh Rate), and HPR(High Frame Rate) TVs and matches backlights of mini LED, in order to level up the quality of moving images. The products are combined with cameras and microphones for creating a multifunctional All-In-One audiovisual entertainment large-screen product.
At the same time, by expanding the application of public information display (PID) in the field market with narrow-bezel splicing screens, the Company has stood in the top three of the display wall market; in response to the post-epidemic era, the Company actively develops the high brightness and weather resistance Outdoor Display which can clearly present images no
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matter whether or not it is sunny or rainy and can broadcast video entertainment, advertisements, and sports game outdoors; develop the wide viewing angle and low reflection shelf screen to deploy in smart retailing as the online-to-offline push ad to induce more potential consumers; develop a vibration-resistant and low-power-consumption cabin demand display for transmitting traffic network information, as well as the real-time information push of government advocating or advertisements to fully welcome the era of smart field demands.
In terms of Notebook panels, we have been working with major brand customers and providing them with high-end custom products with LTPS (Low Temperature Polycrystalline Silicon)/IGZO, advanced process technology; also, cooperating with three platforms (INTEL, NVIDIA and AMD) to develop low-power technology of 18.0/16.0 (WQXGA 240Hz/FHD 480Hz (High Frame Rate) and 30-120H VRR (Variable Refresh Rate), and exclusively supply to world-class customers. In addition, we have developed 3rd generation low-power E-Privacy Display to significantly improve the display quality, and combined with various advanced technological breakthroughs, we have also developed new Aspect Ratio 3:2 ∕ 16:10 products and mini LED Display, which have improved the performance of TFT-LCD panels over OLED panels in key factors such as cost structure and quality reliability.
Small and medium-sized panels are being diversified in size, from 1.4" to 10", and are widely used in mobile devices and consumer electronics, including smartphones, tablet PCs, smart appliances, smart speakers, smart watches, VR head-mounted displays (HMDs), digital cameras, MFP multi-function printers, and entertainment game consoles. In terms of technology, LTPS and IPS are used to meet the market demand for high resolution and wide viewing angle. The development trend of small and medium-sized panels will move towards new specifications such as low power consumption, dynamic refresh rate, full screen, and narrow bezel to enhance product value. At the same time, we are committed to the full development of mini LED products in various applications, providing high contrast, high brightness, and ultra-low power consumption of the new generation of displays. To add value to the products, small and mediumsized of product lines, and digital camera screens to 17.3" 4K2K products, all apply to the techniques of mini LED.
There were two new applications put into mass production in the small-and-medium-size product lines, i.e. the VR AR relating to the metaverse. Among them, VR started to mass-produce 1200 ppi products and planned to mass-produce the 1411 ppi products by using the LTPS process. As for the 3D printer, it has also expanded its product offerings to 8K resolution to increase the product momentum of small-and-medium-sized products.
V. The Company's digital transformation
As a key component in the display technology industry, "panel" has a wide range of products with high complexity, and the cost and quality requirements are becoming increasingly challenging. Through the introduction of Industry 4.0 intelligent technology, the Company is committed to speeding up time-to-market, responding quickly to customer needs, and reducing
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material risks on the management side, and focusing on solving recruitment management problems, improving production quality, and reducing production costs on the production side.
In response to the strategic needs of the market from end-to-end supply chain to design/manufacturing/quality/management, we are promoting digital transformation with two main themes of smart manufacturing and flexible decision making to optimize production processes and organizational management. And under the operation of dual transformation strategy, with the original advantage and flexible cross-field ability, we create new application fields and inject new vitality into the industry. We continue to combine big data and artificial intelligence to link front and back-end intelligent factories and build decentralized decisionmaking systems to achieve technological improvement, productivity multiplier benefits and immediate value customers’ service.
- Intelligent manufacturing:
Our intelligent manufacturing integrates three development axes: X-axis (automation), Y-axis (data), and Z-axis (intelligence), and closely combines three types of talents (field experts, data scientists, and data technology experts) to create the world's leading Zero Worry factory. After years of hard work, the Company has the following advanced 4.0 technologies, which are applied in various areas of the factory.
Precise design: Design combined with Digital Twin technology for high quality and faster product development cycle.
Smart Production: From pre-production intelligent scheduling, intelligent DOE, intelligent dispatching...etc. to in-production and post-production equipment health diagnosis, virtual measurement, intelligent parameter monitoring, intelligent feedback control, intelligent logistics, intelligent monitoring...etc., all 4.0 Solution technologies are integrated into a highly intelligent Zero Worry factory with self-awareness, memory, operation, response and learning.
- Intelligent inspection: Develop AI technology to replace manual visual inspection with image big data, significantly reducing inspection manpower and improving overall inspection quality. It could not only apply to panel inspection, but also expand the applying scope to use X-Ray in Smart Healthcare and Smart Detection for Industrial use. Effectively solve the defects of visible, unseen, and even invisible issues.
Further facilitate intelligent energy saving/intelligent factory administration/intelligent storage/intelligent personnel management...etc. With overall increase in quality and efficiency and reduction in costs and inventory and other bright results.
- Intelligent operating advancement:
Promote intelligent management in all aspects, optimize the quality and efficiency of
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decision making, and enhance the value of the Company. Use BI (Business Intelligent) operation as the cornerstone to create transparent information for decision making; optimize the data and intelligent application of key processes such as industry analysis, star products, profitability menu, capacity scheduling, and revenue analysis. Effectively link various functional platforms & processes; It provides multi-dimensional, real-time, and accurate visual decision support information to assist decision makers in managing risks and creating opportunities from Top Down; It also extends to Bottom up to improve operational efficiency at all levels, interact, link, and substantiate the results of execution. In 2021, the Company has made achievement digital transformation, and substantially improved effivienvy and operating results. The intelligent operation Stage 2.0 of the Company is on the way to proceed five key points, which are three levels of decision assistance system/knowledge graph/strengthen ability of data collection analysis and application/information architecture and data governance. Meanwhile, to nurture our datadriven corporate culture, and to move toward the goal of zero-error decision-making.
As a leading manufacturer of display technology solutions, the Company values the rapid changes in customer needs and is committed to building an intelligent digital system to achieve information value chain integration from customers, suppliers to production, including rapid response to customer needs and use of intelligent material scanning engine for optimal material allocation. Combined with the out-of-materials risk management platform, we are able to fulfill order fill rate and strengthen the competitive advantage of the Company.
Through the implementation of Industry 4.0, in September 2021, the Company won the awarad of intelligent manufacturing Light House from World Economic Forum. Management and intelligence are from the world-class benchmark enterprise affirmation. We wish intelligence manufacturing advancement could fulfill competitiveness and sustainable development simultaneously, and could accelerate them as well.
The Company will continue to promote the concept of "Transformation, Reengineering, and Value Advancement" to create a new landscape for next-generation display applications through digital transformation and to solidify its leading position in the display technology industry. With determination of sustainable development to fulfill common prosperity, we will continue to promote value innovation, cross-domain integration, and maximize the value of production capacity.
Chairman: Managerial Officer: Chief Accountant:
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Attachment 2
Audit Committee Review Report
The Board of Directors has duly submitted the 2021 operating report, financial statements, and the proposal of earnings distribution. The financial statements has been duly reviewed and approved by CPAs of PwC Taiwan with the issuance of Auditor’s Report.
The Audit Committee of the Company, have completed the audit and review, and had found nothing inconsistent with any of the above operating report, financial statements, and the proposal of earnings distribution. Therefore, I issue this audit report for acknowledgment in accordance with the Securities and Exchange Act and the Company Act.
To
General Shareholders’ Meeting of the Company in 2022
Chairman of the Audit Committee Hsieh, Chi-Chia Date: May 11, 2022
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Attachment 3
Independent Auditors’ Report and Financial Statements
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Shareholders of Innolux Corporation:
Opinion
We have audited the accompanying consolidated balance sheets of Innolux Corporation and its subsidiaries (the “Group”) as at December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors (please refer to the Other matter section), we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2021 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
The key audit matters in relation to the consolidated financial statements of the Group for the year ended December 31, 2021 are outlined as follows:
Inventory valuation
Description
The industry is characterized in its significant fluctuations closely in connection with the economic environment. As the technology evolves rapidly, the launch of new products may cause major changes in consumer demand or due to the update of production approach, the existing products may become obsolete or no longer meet market needs. The Group has evaluated the inventory by taking into account of allowance, obsoleteness or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arose from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(6). There is a risk of the excess of the cost of inventory over the net realizable
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value of inventory as a result of that the amounts of inventories are material and the sales prices of related products may have significant fluctuations because of market demand; we consider inventory valuation a key audit matter.
How our audit addressed the matter
We compared financial statements to ascertain the provision policy on allowance for inventory valuation losses has been consistently applied and assessed the reasonableness of the provision policy; obtained the net realizable value report of inventory used by management for evaluation and obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents; sampled individual inventory item numbers and checked them against historical data on inventory clearance and discount to assess the reasonableness of net realizable value and the appropriateness of valuation basis.
Valuation and impairment of goodwill and property, plant and equipment
Description
For details of the impairment valuation of goodwill and property, plant and equipment, please refer to Notes 6(8) and 6(11).
The Group measures the recoverable amount of the cash generating unit to determine whether goodwill and property, plant and equipment may be impaired based on future cash flows with appropriate discount rates, and future cash flows are estimated based on how assets are utilized, duration years of assets and projected income and expenses in the future. As these estimates, which are uncertain and dependent upon significant judgment from management, involve several assumptions such as determination of discount rates, expected growth rate and future financial projections, we consider management’s assessment of impairment of goodwill and property, plant and equipment a key audit matter.
How our audit addressed the matter
We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain subsidiaries and investments accounted for under the equity method of the Company for the year ended December 31, 2021, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and Note 13 included in respect of these subsidiaries and investments accounted for under the equity method, is based solely on the reports of the other auditors. Total assets of these subsidiaries and the balances of these investments accounted for under the equity method included in the Group’s consolidated financial statements amounted to NT$17,666,179 thousand, constituting 3.8% of the consolidated total assets of the Group as at December 31, 2021, and sales revenue of these subsidiaries included in the Group’s consolidated financial statements amounted to NT$25,269,413 thousand, constituting 7.2% of the consolidated total sales revenue of the Group for the year ended December 31, 2021.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion with other matter paragraph on the parent company only financial statements of Innolux Corporation as at and for the years ended December 31, 2021 and 2020.
Responsibilities of management and those charged with governance for the consolidated financial statements
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Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, 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 in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
A. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such
-
22 -
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
E. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers, Taiwan February 11, 2022
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) 6(5) 7 6(2) 6(6) 8 6(2) 6(3) 6(4) 6(7) 6(8), 7 and 8 6(9) 6(10) 6(11) 6(29) 6(8) and 8 |
December 31, 2021 $ 28,667,746 17,358,003 22,633,195 60,528,170 1,351,375 2,378,705 38,278,221 4,345,185 280,623 175,821,223 4,326,863 9,848,126 74,224,423 1,442,684 162,607,908 5,146,768 471,655 17,520,594 3,412,138 12,697,208 291,698,367 $ 467,519,590 |
December 31, 2020 |
|---|---|---|---|
| Current Assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortized cost - current 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 130X Inventory 1410 Prepayments 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non- current 1517 Financial assets at fair value through other comprehensive income - non-current 1535 Financial assets at amortised cost - non -current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
$ 26,532,083 706,299 42,687,746 49,897,758 2,224,157 2,980,756 30,865,270 3,119,861 148,377 |
||
| 159,162,307 | |||
| 3,480,182 4,887,681 - 1,246,234 178,901,675 5,547,909 499,444 17,506,984 7,121,962 1,205,459 |
|||
| 220,397,530 | |||
| $ 379,559,837 |
(Continued)
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INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes December 31, 2021 December 31, 2020 6(2) $ 198,896 $ 3,222,134 52,321,478 45,839,540 7 2,190,308 1,720,931 6(12) and 7 36,514,228 25,677,541 2,196,227 1,581,635 6(17) and 9 7,541,182 6,152,983 639,969 201,073 6(13)(14) 8,770,385 19,367,206 6,180,834 5,407,605 116,553,507 109,170,648 6(13) - 5,374,293 6(14) 35,592,540 20,384,502 6(29) 2,003,404 1,608,990 4,391,331 4,894,091 6(15) 4,181,877 560,267 46,169,152 32,822,143 162,722,659 141,992,791 6(18) 105,596,201 97,110,720 - 2,293,612 6(19) 103,287,482 99,707,996 6(20) 8,062,551 7,870,713 6,059,671 7,325,437 84,545,631 29,120,853 6(21) ( 3,204,136)( 6,059,671) 304,347,400 237,369,660 449,531 197,386 304,796,931 237,567,046 $ 467,519,590 $ 379,559,837 |
|---|---|
Current Liabilities 2120 Financial liabilities at fair value through profit or loss - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions - current 2280 Lease liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of the parent Share capital 3110 Share capital - common stock 3130 Certificate of entitlement to new shares from convertible bond 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 31XX Equity attributable to owners of the parent 36XXNon-controlling interests 3XXX Total equity 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
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INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes 2021 2020 6(22) and 7 $ 350,076,690 $ 269,911,051 6(6)(27) and 7 ( 258,577,010) ( 246,077,953) 91,499,680 23,833,098 6(27) ( 5,417,962) ( 3,383,316) ( 8,323,993) ( 6,488,472) ( 15,044,650) ( 12,149,513) ( 28,786,605) ( 22,021,301) 62,713,075 1,811,797 6(23) 928,364 383,137 6(24) 3,441,361 2,714,290 6(25) ( 3,759,802) ( 1,502,138) 6(26) ( 977,035) ( 1,026,516) 6(7) 65,134 176,561 ( 301,978) 745,334 62,411,097 2,557,131 6(29) ( 4,865,974) ( 917,307) $ 57,545,123 $ 1,639,824 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year |
(Continued)
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INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes 2021 2020 6(15) ($ 414,516) $ 57,639 6(21) 4,834,177 881,733 6(29) ( 623,501)( 9,886) 3,796,160 929,486 6(21) ( 950,206) 681,556 6(7)(21) ( 34,241)( 62,442) ( 984,447) 619,114 $ 2,811,713 $ 1,548,600 $ 60,356,836 $ 3,188,424 $ 57,534,461 $ 1,636,144 $ 10,662 $ 3,680 $ 60,347,656 $ 3,184,147 $ 9,180 $ 4,277 6(30) $ 5.53 $ 0.17 $ 5.34 $ 0.17 |
|---|---|
| Other comprehensive income (net) Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized gains on financial assets at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive (loss) income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8370 Share of other comprehensive loss of associates and joint ventures accounted for under equity method 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss 8300 Other comprehensive income for the year, net of tax 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Other comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
- 27 -
INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| 2020 Balance at January 1 Profit for the year Other comprehensive income for the year Total comprehensive income Appropriation of 2019 earnings: Special reserve Cash dividends from capital surplus Recognition of change in equity of associates in proportion to the Group's ownership Conversion of convertible bonds Recognition of changes in ownership interests in subsidiaries Disposal of investments in equity instruments measured at fair value through other comprehensive income Treasury shares transferred to employees Decrease in non-controlling interests Others Balance at December 31 2021 Balance at January 1 Profit for the year Other comprehensive (loss) income for the year Total comprehensive (loss) income Appropriation of 2020 earnings: Legal reserve Special reserve Cash dividends Cash dividends from capital surplus Recognition of change in equity of associates in proportion to the Group's ownership Conversion of convertible bonds Recognition of changes in ownership interests in subsidiaries Decrease in non-controlling interests Establishment of subsidiaries Difference between consideration and carrying amount of subsidiaries acquired Difference between consideration and carrying amount of subsidiaries disposed Disposal of investments in equity instruments measured at fair value through other comprehensive income Others Balance at December 31 |
Notes | Equityattributable to | Equityattributable to | owners of theparent | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ShareCapital Common stock Certificate of entitlement to new shares from convertible bond |
Capital surplus | Retained Earnings | Unappropriated retained earnings |
Other EquityInterest Financial statements translation differences of foreign operations Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
Treasuryshares | Total | ||||||
| Common stock | Legal reserve | Special reserve | Financial statements translation differences of foreign operations |
|||||||||
6(21) 6(20) 6(19)(20) 6(19) 6(18)(19) 6(19) 6(3)(21) 6(18)(19) 6(19) 6(21) 6(20) 6(19)(20) 6(19) 6(18)(19) 6(19) 6(19) 6(19) 6(19) 6(3)(21) |
$ 97,110,720 - - - - - - - - - - - - $ 97,110,720 $ 97,110,720 - - - - - - - - 8,485,481 - - - - - - - $ 105,596,201 |
$ - - - - - - - 2,293,612 - - - - - $ 2,293,612 $ 2,293,612 - - - - - - - - ( 2,293,612 ) - - - - - - - $ - |
$ 100,362,379 - - - - ( 963,107 ) 21,005 243,805 38 - 42,182 - 1,694 $ 99,707,996 $ 99,707,996 - - - - - - ( 1,047,090 ) 1,602 4,544,732 11,722 - ( 5,300 ) ( 364 ) 64,494 - 9,690 $ 103,287,482 |
$ 7,870,713 - - - - - - - - - - - - $ 7,870,713 $ 7,870,713 - - - 191,838 - - - - - - - - - - - - $ 8,062,551 |
$ 4,663,463 - - - 2,661,974 - - - - - - - - $ 7,325,437 $ 7,325,437 - - - - ( 1,265,766 ) - - - - - - - - - - - $ 6,059,671 |
$ 29,864,446 1,636,144 46,111 1,682,255 ( 2,661,974 ) - - - - 236,126 - - - $ 29,120,853 $ 29,120,853 57,534,461 ( 331,603 ) 57,202,858 ( 191,838 ) 1,265,766 ( 3,141,271 ) - - - - - - - - 289,263 - $ 84,545,631 |
($ 9,497,686 ) - 618,517 618,517 - - - - - - - - - ($ 8,879,169 ) ($ 8,879,169 ) - ( 982,975 ) ( 982,975 ) - - - - - - - - - - - - - ($ 9,862,144 ) |
$ 2,172,249 - 883,375 883,375 - - - - - ( 236,126 ) - - - $ 2,819,498 $ 2,819,498 - 4,127,773 4,127,773 - - - - - - - - - - - ( 289,263 ) - $ 6,658,008 |
($ 618,580 ) - - - - - - - - - 618,580 - - $ - $ - - - - - - - - - - - - - - - - - $ - |
$ 231,927,704 1,636,144 1,548,003 3,184,147 - ( 963,107 ) 21,005 2,537,417 38 - 660,762 - 1,694 $ 237,369,660 $ 237,369,660 57,534,461 2,813,195 60,347,656 - - ( 3,141,271 ) ( 1,047,090 ) 1,602 10,736,601 11,722 - ( 5,300 ) ( 364 ) 64,494 - 9,690 $ 304,347,400 |
The accompanying notes are an integral part of these consolidated financial statements.
- 28 -
INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020 (Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation and amortization Net loss (gain) on financial assets or liabilities at fair value through profit or loss Compensation cost of share-based payments Expected credit loss Share of profit of associates and joint ventures accounted for under equity method Loss on disposal of Investments Loss (gain) on disposal of property, plant and equipment Gain on lease modification Interest expense Interest income Dividend income Foreign exchange gain Others Changes in operating assets and liabilities Changes in operating assets Financial assets /liabilities at fair value through profit or loss Accounts receivable Accounts receivable - related parties Other receivables Inventories Prepayments Other current assets Changes in operating liabilities Accounts payable Accounts payable - related parties Other payables Provisions - current Other current liabilities Other non-current liabilities Cash inflow generated from operations Cash paid for income tax Net cash flows from operating activities |
Year ended December 31 Notes 2021 2020 $ 62,411,097 $ 2,557,131 6(27) 36,300,651 35,568,103 1,169,890 ( 267,827 ) 6(27) 19,280 395,669 12(2) 53,191 - 6(7) ( 65,134 ) ( 176,561 ) 6(25) 109,342 - 6(25) 204,872 ( 7,709 ) ( 966 ) - 6(26) 977,035 1,026,516 6(23) ( 928,364 ) ( 383,137 ) 6(24) ( 812,648 ) ( 198,526 ) ( 28,043 ) ( 250,864 ) 4,599 - 706,373 ( 754,282 ) ( 10,699,445 ) ( 10,230,321 ) 872,782 264,362 179,463 659,865 ( 7,412,951 ) ( 426,194 ) ( 2,964,654 ) 218,974 ( 129,389 ) ( 33,856 ) 6,497,780 ( 1,594,325 ) 469,377 ( 2,064,060 ) 10,418,353 ( 225,269 ) 1,388,199 ( 622,944 ) 77,578 562,150 3,772,292 ( 49,414 ) 102,590,560 23,967,481 ( 838,362 ) ( 1,563,328 ) 101,752,198 22,404,153 |
|---|---|
(Continued)
- 29 -
INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets or liabilities at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments in financial assets measured at fair value through other comprehensive income Proceeds from disposal of financial assets measured at fair value through other comprehensive income Decrease (increase) in financial assets at amortized cost -current Acqusition of financial assets at amortized cost - non-current Proceeds from disposal of financial assets at amortized cost Proceeds from repayments of financial assets at amortised cost Increase in refundable deposits Increase in investment accounted for under equity method Joint venture to establish a subsidiary Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Interest received Dividends received Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from issuance of bonds Interest paid Repayment of the principal portion of lease liabilities Cash dividends paid to non-controlling interests Treasury shares transferred to employees Repurchase of bonds payable Cash paid from capital surplus Cash dividends paid Proceeds from acquisition of shares of subsidiaries Proceeds from disposal of shares of subsidiaries Employee share options exercised Others Net cash flows (used in) from financing activities Effect of changes in foreign currency exchange Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2021 2020 ( $ 32,005,794 ) ( $ 447,862 ) 16,249,815 1,307,261 ( 518,942 ) ( 7,328 ) 6(3) 363,588 277,836 18,964,520 ( 22,988,048 ) ( 110,139,087 ) - 31,170,000 - 5,658,284 - ( 1,163,436 ) ( 447,386 ) ( 300,000 ) - 4(3) 39,700 - 6(31) ( 28,138,827 ) ( 20,673,368 ) 78,968 258,342 6(11) ( 21,937 ) ( 26,076 ) 369,065 391,537 972,500 420,986 ( 98,421,583) ( 41,934,106) 23,850,000 20,000,000 ( 19,309,333 ) ( 16,046,000 ) - 8,900,934 ( 806,097 ) ( 676,496 ) ( 241,061 ) ( 308,894 ) - ( 3,247 ) - 279,162 6(13) ( 104,455 ) - 6(20) ( 1,047,090 ) ( 963,107 ) 6(20) ( 3,141,271 ) - 4(3) ( 37,720 ) - 4(3) 240,786 - 57,775 - 6(19) 9,690 1,694 ( 528,776) 11,184,046 ( 666,176) 145,015 2,135,663 ( 8,200,892 ) 26,532,083 34,732,975 $ 28,667,746 $ 26,532,083 |
Year ended December 31 | |
|---|---|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Shareholders of Innolux Corporation:
Opinion
We have audited the accompanying parent company only balance sheets of Innolux Corporation (the “Company”) as at December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors (please refer to the other matter section), 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 Company’s 2021 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
The key audit matters in relation to the financial statements for the year ended December 31, 2021 are outlined as follows:
Inventory valuation
Description
The industry is characterized in its significant fluctuations closely in connection with the economic environment. As the technology evolves rapidly, the launch of new products may cause major changes in consumer demand or due to the update of production approach, the existing products may become obsolete or no longer meet market needs. The Company has evaluated the inventory by taking into account of allowance, obsoleteness or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arose from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(6). There is a risk of the excess of the cost of inventory over the net realizable value of inventory as a result of that the amounts of inventories are material and the sales prices of related products may have significant fluctuations because of market demand; we consider inventory
- 31 -
valuation a key audit matter.
How our audit addressed the matter
We compared financial statements to ascertain the provision policy on allowance for inventory valuation losses has been consistently applied and assessed the reasonableness of the provision policy; obtained the net realizable value report of inventory used by management for evaluation and obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents; sampled individual inventory item numbers and checked them against historical data on inventory clearance and discount to assess the reasonableness of net realizable value and the appropriateness of valuation basis.
Valuation and impairment of goodwill and property, plant and equipment
Description
For details of the impairment valuation of goodwill and property, plant and equipment, please refer to Notes 6(8) and 6(11).
Innolux Corporation measures the recoverable amount of the cash generating unit to determine whether goodwill and property, plant and equipment may be impaired based on future cash flows with appropriate discount rates, and future cash flows are estimated based on how assets are utilized, duration years of assets and projected income and expenses in the future. As these estimates, which are uncertain and dependent upon significant judgment from management, involve several assumptions such as determination of discount rates, expected growth rate and future financial projections, we consider management’s assessment of impairment of goodwill and property, plant and equipment a key audit matter.
How our audit addressed the matter
We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.
Other matter – Reference to the audits of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method of the Company for the year ended December 31, 2021, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and Note 13 included in respect of these investments accounted for under the equity method, is based solely on the reports of the other auditors. The balances of these investments accounted for under the equity method included in the Company’s financial statements amounted to NT$ 3,693,087 thousand, constituting 0.8% of the total assets of the Company as at December 31, 2021, and other comprehensive income loss of theses investments accounted for under the equity method and associates included in the Company’s financial statements amounted to loss NT$ 396,765 thousand, constituting (0.7)% of the total other comprehensive income loss of the Company for the year ended December 31, 2021.
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Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
A. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if
-
33 -
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers, Taiwan
February 11, 2022
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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INNOLUX CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) 6(5) 7 6(2) 7 6(6) 6(2) 6(3) 6(4) 6(7) 6(8), 7 and 8 6(9) 6(10) 6(11) 6(29) 6(8) and 8 |
December31,2021 $ 16,209,662 14,088,473 11,656,499 52,456,333 10,131,776 1,151,358 1,786,526 27,072,150 2,971,775 104,099 137,628,651 2,293,710 4,706,256 50,280,918 89,593,974 131,464,114 4,366,436 471,655 17,378,711 3,391,436 12,705,941 316,653,151 $ 454,281,802 |
December31,2020 |
|---|---|---|---|
| Current Assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortized cost - current 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventory 1410 Prepayments 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at amortized cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
$ 15,501,787 706,299 37,812,579 42,376,926 9,229,916 2,417,099 681,454 25,828,702 1,656,248 53,063 |
||
| 136,264,073 | |||
| 2,350,833 957,222 - 86,617,745 147,618,538 4,824,282 499,444 17,365,850 7,105,972 1,143,729 |
|||
| 268,483,615 | |||
| $ 404,747,688 |
(Continued)
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INNOLUX CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes December 31, 2021 December 31, 2020 6(2) $ 198,896 $ 3,214,013 24,126,922 22,957,390 7 22,597,631 49,617,908 6(12) and 7 29,202,566 26,755,991 6(17) and 9 7,512,161 6,144,295 604,191 191,985 6(14) 8,733,552 19,217,495 5,760,846 6,667,652 98,736,765 134,766,729 6(13) - 5,374,293 6(14) 35,534,207 20,381,002 6(29) 2,002,734 1,602,283 4,327,155 4,881,214 6(15) and 7 9,333,541 372,507 51,197,637 32,611,299 149,934,402 167,378,028 6(18) 105,596,201 97,110,720 - 2,293,612 6(19) 103,287,482 99,707,996 6(20) 8,062,551 7,870,713 6,059,671 7,325,437 84,545,631 29,120,853 6(21) ( 3,204,136)( 6,059,671) 304,347,400 237,369,660 $ 454,281,802 $ 404,747,688 |
|---|---|
| Current Liabilities 2120 Financial liabilities at fair value through profit or loss - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2250 Provisions - current 2280 Lease liabilities - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Share capital - common stock 3130 Certificates of entitlement to new shares from convertible bonds 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3XXX Total equity 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
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INNOLUX CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes 2021 2020 6(22) and 7 $ 334,328,350 $ 265,436,103 6(6)(27) and 7 ( 253,807,163) ( 250,452,241) 80,521,187 14,983,862 6(27) and 7 ( 2,610,105) ( 1,149,193) ( 4,971,804) ( 4,427,271) ( 13,627,216) ( 11,035,969) ( 21,209,125) ( 16,612,433) 59,312,062 ( 1,628,571) 6(23) 186,553 271,839 6(24) and 7 2,625,559 1,874,672 6(25) ( 4,162,216) 68,086 6(26) ( 996,566) ( 1,025,357) 4,060,649 2,441,668 1,713,979 3,630,908 61,026,041 2,002,337 6(29) ( 3,491,580) ( 366,193) $ 57,534,461 $ 1,636,144 6(15) ( $ 414,486) $ 57,639 6(21) 3,534,296 ( 8,209) 6(21) 1,299,867 889,942 6(29) ( 623,507) ( 9,886) 3,796,170 929,486 6(21) ( 948,734) 680,959 6(7)(21) ( 34,241) ( 62,442) ( 982,975) 618,517 $ 2,813,195 $ 1,548,003 $ 60,347,656 $ 3,184,147 6(30) $ 5.53 $ 0.17 $ 5.34 $ 0.17 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit (loss) Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income (net) Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized gains (losses) on financial assets at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for under equity method 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive (loss) income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8380 Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for under equity method 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss 8300 Other comprehensive income for the year, net of tax 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
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INNOLUX CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| 2020 Balance at January 1 Profit for the year Other comprehensive income for the year Total comprehensive income Appropriation of 2019 earnings: Special reserve Cash dividends from capital surplus Recognition of change in equity of associates in proportion to the Company's ownership Conversion of convertible bonds Recognition of changes in ownership interests in subsidiaries Disposal of investments in equity instruments measured at fair value through other comprehensive income Treasury shares transferred to employees Others Balance at December 31 2021 Balance at January 1 Profit for the year Other comprehensive income for the year Total comprehensive income Appropriation of 2020 earnings: Legal reserve Special reserve Cash dividends Cash dividends from capital surplus Recognition of change in equity of associates in proportion to the Company's ownership Conversion of convertible bonds Recognition of changes in ownership interests in subsidiaries Establishment of subsidiaries Difference between consideration and carrying amount of subsidiaries acquired Difference between consideration and carrying amount of subsidiaries disposed Disposal of investments in equity instruments measured at fair value through other comprehensive income Others Balance at December 31 |
Notes | Share | Capital | Capital | Capital surplus | Retained Earnings | Other EquityInterest | Other EquityInterest | Other EquityInterest | Treasuryshares | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Certificate of entitlement to new shares from convertible bond |
Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||||||||
| 6(21) 6(20) 6(19)(20) 6(19) 6(18)(19) 6(19) 6(21) 6(18)(19) 6(19) 6(21) 6(20) 6(19)(20) 6(19) 6(18)(19) 6(19) 6(19) 6(19) 6(19) 6(21) 6(19) |
$ 97,110,720 - - - - - - - - - - - $ 97,110,720 $ 97,110,720 - - - - - - - - 8,485,481 - - - - - - $ 105,596,201 |
$ - - - - - - - 2,293,612 - - - - $ 2,293,612 $ 2,293,612 - - - - - - - - ( 2,293,612 ) - - - - - - $ - |
$ 100,362,379 - - - - ( 963,107 ) 21,005 243,805 38 - 42,182 1,694 $ 99,707,996 $ 99,707,996 - - - - - - ( 1,047,090 ) 1,602 4,544,732 11,722 ( 5,300 ) ( 364 ) 64,494 - 9,690 $ 103,287,482 |
$ 7,870,713 - - - - - - - - - - - $ 7,870,713 $ 7,870,713 - - - 191,838 - - - - - - - - - - - $ 8,062,551 |
$ 4,663,463 - - - 2,661,974 - - - - - - - $ 7,325,437 $ 7,325,437 - - - - ( 1,265,766 ) - - - - - - - - - - $ 6,059,671 |
$ 29,864,446 1,636,144 46,111 1,682,255 ( 2,661,974 ) - - - - 236,126 - - $ 29,120,853 $ 29,120,853 57,534,461 ( 331,603 ) 57,202,858 ( 191,838 ) 1,265,766 ( 3,141,271 ) - - - - - - - 289,263 - $ 84,545,631 |
($ 9,497,686 ) - 618,517 618,517 - - - - - - - - ($ 8,879,169 ) ($ 8,879,169 ) - ( 982,975 ) ( 982,975 ) - - - - - - - - - - - - ($ 9,862,144 ) |
$ 2,172,249 - 883,375 883,375 - - - - - ( 236,126 ) - - $ 2,819,498 $ 2,819,498 - 4,127,773 4,127,773 - - - - - - - - - - ( 289,263 ) - $ 6,658,008 |
($ 618,580 ) - - - - - - - - - 618,580 - $ - $ - - - - - - - - - - - - - - - - $ - |
$ 231,927,704 1,636,144 1,548,003 3,184,147 - ( 963,107 ) 21,005 2,537,417 38 - 660,762 1,694 $ 237,369,660 $ 237,369,660 57,534,461 2,813,195 60,347,656 - - ( 3,141,271 ) ( 1,047,090 ) 1,602 10,736,601 11,722 ( 5,300 ) ( 364 ) 64,494 - 9,690 $ 304,347,400 |
The accompanying notes are an integral part of these parent company only financial statements.
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INNOLUX CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020 (Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation and amortization Expected credit loss Net loss on financial assets or liabilities at fair value through profit or loss Compensation cost of share-based payments Share of profit of subsidiaries and associates accounted for under equity method Loss on disposal of Investments Loss (gain) on disposal of property, plant and equipment Gain on disposal of intangible assets Interest income Dividend income Interest expense Foreign exchange gain Unrealized loss from sale Others Changes in operating assets and liabilities Changes in operating assets Financial assets /liabilities at fair value through profit or loss Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Prepayments Other current assets Changes in operating liabilities Accounts payable Accounts payable - related parties Other payables Provisions - current Other current liabilities Other non-current liabilities Cash inflow generated from operations Cash paid for income tax Net cash flows from operating activities |
Year ended December 31 Notes 2021 2020 $ 61,026,041 $ 2,002,337 6(27) 31,238,652 30,901,299 53,191 - 2,085,055 276,999 6(16) 8,706 378,311 ( 4,060,649 ) ( 2,441,668 ) 101,390 - 17,765 ( 176,611 ) ( 7 ) - 6(23) ( 186,553 ) ( 271,839 ) 6(24) ( 82,601 ) ( 103,079 ) 6(26) 996,566 1,025,357 ( 325,247 ) ( 389,832 ) ( 150,466 ) - 4,599 - 714,494 ( 1,038,189 ) ( 10,132,598 ) ( 11,028,316 ) ( 839,677 ) ( 955,382 ) ( 60,219 ) 701,784 ( 668,962 ) - ( 1,243,448 ) 530,397 ( 3,526,097 ) 429,534 1,565 ( 1,252 ) 1,169,532 ( 2,103,373 ) ( 27,020,277 ) ( 11,533,284 ) 8,027,210 113,941 1,367,866 ( 628,062 ) 489,560 2,370,079 2,616,667( 81,561 ) 61,622,058 7,977,590 ( 100 )( 6,193 ) 61,621,958 7,971,397 |
Year ended December 31 Notes 2021 2020 $ 61,026,041 $ 2,002,337 6(27) 31,238,652 30,901,299 53,191 - 2,085,055 276,999 6(16) 8,706 378,311 ( 4,060,649 ) ( 2,441,668 ) 101,390 - 17,765 ( 176,611 ) ( 7 ) - 6(23) ( 186,553 ) ( 271,839 ) 6(24) ( 82,601 ) ( 103,079 ) 6(26) 996,566 1,025,357 ( 325,247 ) ( 389,832 ) ( 150,466 ) - 4,599 - 714,494 ( 1,038,189 ) ( 10,132,598 ) ( 11,028,316 ) ( 839,677 ) ( 955,382 ) ( 60,219 ) 701,784 ( 668,962 ) - ( 1,243,448 ) 530,397 ( 3,526,097 ) 429,534 1,565 ( 1,252 ) 1,169,532 ( 2,103,373 ) ( 27,020,277 ) ( 11,533,284 ) 8,027,210 113,941 1,367,866 ( 628,062 ) 489,560 2,370,079 2,616,667( 81,561 ) 61,622,058 7,977,590 ( 100 )( 6,193 ) 61,621,958 7,971,397 |
|---|---|---|
| 7,971,397 |
(Continued)
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INNOLUX CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020 (Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in other receivables - related parties 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 investments in equity instruments measured at fair value through other comprehensive income Decrease (increase) in financial assets at amortized cost - current Acquisition of financial assets at amortized cost -non- current Proceeds from disposal of financial assets at amortized cost Proceeds from repayments of financial assets at amortized cost Increase in investment accounted for under equity method Proceeds from disposal of investments accounted for under equity method Increase in refundable deposits Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Proceeds from disposal of intangible assets Interest received Dividends received Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term borrowings Repayment of long-term borrowings Proceeds from issuance of bonds Increase in other payables - related parties Cash paid from capital surplus Cash dividends paid Proceeds from disposal of shares of subsidiaries Interest paid Repayment of the principal portion of lease liabilities Treasury shares transferred to employees Others Net cash flows (used in) from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2021 2020 $ - ( $ 21,299 ) ( 19,792,492 ) ( 199,705 ) 6(2) 7,266,972 1,277,031 ( 214,738 ) - 30,575,701 ( 19,988,472 ) ( 86,019,203 ) - 31,000,000 - 175,000 - ( 427,475 ) - 7 - 197,629 ( 1,185,976 ) ( 496,326 ) 6(31) ( 23,023,785 ) ( 16,438,552 ) 502,247 1,378,528 116 - 139,173 291,321 242,454 331,101 ( 60,762,006)( 33,668,744) 23,850,000 20,000,000 ( 19,250,000 ) ( 15,980,000 ) 6(32) - 8,900,934 6(12)and 7 212,402 6,026,890 6(20) ( 1,047,090 ) ( 963,107 ) 6(20) ( 3,141,271 ) - 240,786 - ( 826,935 ) ( 674,003 ) ( 199,659 ) ( 284,521 ) - 279,162 6(19) 9,690 1,694 ( 152,077) 17,307,049 707,875 ( 8,390,298 ) 15,501,787 23,892,085 $ 16,209,662$ 15,501,787 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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Attachment 4
INNOLUX CORPORATION 2021 Earnings Distribution Table
Unit: NT$
| Unit: NT$ | |
|---|---|
| Item | Amount |
| Net income after tax of 2021 Add: Disposal of equity instruments of measured at fair value through other comprehensive income Reversal of special reserve (Note 1) Deduct: Remeasurements of the net defined benefit plan of 2021 Legal reserve Retained earnings available for distribution as of 2021 Add: Unappropriated retained earnings of previous years Unappropriated retained earnings as of December 31, 2021 Distribution Item (Note 2): Cash dividends of common stock (NT$ 1.05 per share) Unappropriated retained earnings |
57,534,460,703 289,262,861 2,855,535,235 331,602,948 5,749,212,062 54,598,443,789 27,053,510,349 81,651,954,138 11,087,601,054 70,564,353,084 |
| Note 1: The Company shall set aside a special reserve from the reversal of deduction from shareholders’ equity (including Financial statements translation differences of foreign operations, Unrealized gains or loss on financial assets measured at fair value through other comprehensive income) for the current fiscal year. Note 2: The retained earnings of 2021 are distributed first, in accordance with the Articles of Incorporation of the Company and the resolution of shareholders’ meeting. |
Chairman: General Manager: Accountant:
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Attachment 5
Comparative table for Amendment to Articles of Incorporation
| Article No. | The Current Article | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|---|
| Article 2 | The scope of business of the Company shall be as follows: (1) CC01080 Electronic Parts and Components Manufacturing (2) F401010 International Trade (3) CC01010Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing (4) CC01090 Batteries Manufacturing (5) IG03010 Energy Technical Services (6) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing (7) I501010 Product Designing ~~(8) F401021 Restrained Telecom Radio~~ ~~Frequency Equipments and~~ ~~Materials Import【1.Wireless~~ ~~launch manager. 2. Wireless~~ ~~Transmitter-Receive. 3. Wireless~~ ~~Receiver. 4. Industrial, scientific and~~ ~~medical irradiation machines. 5~~ ~~other machines can be used for the~~ ~~manufacture of wireless radiant~~ ~~energy.~~~~ 】~~(~~9)~~CF01011 Medical Materials and Equipment Manufacturing (~~10)~~CB01010 Machinery and Equipment Manufacturing (~~11)~~CE01030 Photographic and Optical Equipment Manufacturing (~~12)~~CQ01010 Die Manufacturing (~~13)~~E603050 Cybernation Equipments Construction (~~14)~~E604010 Machinery Installation Construction (~~15)~~I301010 Software Design Services (~~16)~~C901020 Glass and glass made products manufacturing (~~17)~~C801100 Synthetic Resin & Plastic Manufacturing (~~18)~~C805070 Strengthened Plastic Products Manufacturing (~~19)~~C801990 Other Chemical Materials Manufacturing (~~20)~~ZZ99999 The Company may conduct business other than those specified ones, as long as such business is not prohibited or restricted by laws or regulations. (No~~16~~to~~20~~are limited to done within the Science Park) 【To research, develop, design,manufacture and sell the products as |
The scope of business of the Company shall be as follows: (1) CC01080 Electronic Parts and Components Manufacturing (2) F401010 International Trade (3) CC01010Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing (4) CC01090 Batteries Manufacturing (5) IG03010 Energy Technical Services (6) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing (7) I501010 Product Designing (8) CF01011 Medical Materials and Equipment Manufacturing (9)CB01010 Machinery and Equipment Manufacturing (10) CE01030 Photographic and Optical Equipment Manufacturing (11)CQ01010 Die Manufacturing (12) E603050 Cybernation Equipments Construction (13) E604010 Machinery Installation Construction (14) I301010 Software Design Services (15) C901020 Glass and glass made products manufacturing (16) C801100 Synthetic Resin & Plastic Manufacturing (17) C805070 Strengthened Plastic Products Manufacturing (18) C801990 Other Chemical Materials Manufacturing (19) ZZ99999 The Company may conduct business other than those specified ones, as long as such business is not prohibited or restricted by laws or regulations. (No15to19are limited to done within the Science Park) 【To research, develop, design,manufacture and sell the products as follows: 1. TFT-LCD panel 2. LCD module 3. LTPS TFT-LCD panel and module 4. OLED panel and module 5. Touch panel and its parts 6. LED backlight source 7. Thin Film Solar Cells, module and system 8. Wafers, cells and module of Silicon Wafers Solar Cells |
Accordance with the Jing-Shang-Zi-No. 10902419890 letter of the Ministry of Economic Affairs, the third and sixth paragraph of Article 65 of Telecommunications Management Act have no regulations about issuance of CTRFD Import Approval Certificate; therefore, remove the business item. Added Original equipment Manufacturing of semiconductor assembly and test to the scope of business of the Company. |
|
| ~~esae eeco ao~~ ~~Frequency Equipments and~~ ~~Materials Import【1.Wireless~~ ~~launch manager. 2. Wireless~~ ~~Transmitter-Receive. 3. Wireless~~ ~~Receiver. 4. Industrial, scientific and~~ ~~medical irradiation machines. 5~~ ~~other machines can be used for the~~ ~~manufacture of wireless radiant~~ ~~energy.~~~~ 】~~(~~9)~~CF01011 Medical Materials and Equipment Manufacturing (~~10)~~CB01010 Machinery and Equipment Manufacturing (~~11)~~CE01030 Photographic and Optical Equipment Manufacturing (~~12)~~CQ01010 Die Manufacturing (~~13)~~E603050 Cybernation Equipments Construction (~~14)~~E604010 Machinery Installation Construction (~~15)~~I301010 Software Design Services (~~16)~~C901020 Glass and glass made products manufacturing (~~17)~~C801100 Synthetic Resin & Plastic Manufacturing (~~18)~~C805070 Strengthened Plastic Products Manufacturing (~~19)~~C801990 Other Chemical Materials Manufacturing (~~20)~~ZZ99999 The Company may conduct business other than those specified ones, as long as such business is not prohibited or restricted by laws or regulations. (No~~16~~to~~20~~are limited to done within the Science Park) 【To research, develop, design,manufacture and sell the products as |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment | |
|---|---|---|---|---|
| follows: 1. TFT-LCD panel 2. LCD module 3. LTPS TFT-LCD panel and module 4. OLED panel and module 5. Touch panel and its parts 6. LED backlight source 7. Thin Film Solar Cells, module and system 8. Wafers, cells and module of Silicon Wafers Solar Cells 9. Liquid Crystal Display and its system 10.Mobile Display Module 11.Color Filter 12.Low temperature poly-silicon -Si Thin Film Transistors: LTPS TFT LCD 13.Amorphous silicon: a-Si TFT LCD and system 14. TFT liquid crystal module automatic assembly equipment 15.The import and export trade business in relation to the above-mentioned products】 |
9. Liquid Crystal Display and its system 10.Mobile Display Module 11.Color Filter 12.Low temperature poly-silicon -Si Thin Film Transistors: LTPS TFT LCD 13.Amorphous silicon: a-Si TFT LCD and system 14. TFT liquid crystal module automatic assembly equipment 15.The import and export trade business in relation to the above-mentioned products 16. Original equipment Manufacturing of semiconductor assembly and test】 |
|||
| Article 8-1 | When the Company’s shareholders’meeting is held, it may be held by video conference or other methods announced by the central competent authority. If the shareholders’meeting is held by video conference, shareholders who participate in the meeting by video conference shall be deemed to have attended the meeting in person. |
Article added pursuant to the amendment of Article 172-2 of the Company Act. |
||
| Article 26 | This Articles of Incorporation was made by all promoters on November 21, 2002. The first amendment was made on March 21, 2003, the second amendment was made on May 19, 2004, the third amendment was made on December 10, 2004, the fourth amendment was made on June 28, 2005, and the fifth amendment was made June 16, 2006. ……(Omitted hereunder.) The 20th amendment was made on July 1, 2021. |
This Articles of Incorporation was made by all promoters on November 21, 2002. The first amendment was made on March 21, 2003, the second amendment was made on May 19, 2004, the third amendment was made on December 10, 2004, the fourth amendment was made on June 28, 2005, and the fifth amendment was made June 16, 2006…… (Omitted hereunder.) The 20th amendment was made on July 1, 2021.The 21th amendment was made on June 24, 2022. |
Clarify the Articles of Incorporation revision history. |
|
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Attachment 6
Comparative table for Amendment to
Procedures for the Acquisition and Disposition of Assets
| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| Article 6 | Appraisal Report or Opinions Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1.Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2.When~~examining~~a case, they shall |
Appraisal Report or Opinions Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply withthe self-discipline norms of the respective associations they belong to and the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2. Whenimplementinga case, they |
To comply with the amendment of the regulations. |
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Reasons for Amendment To comply with the amendment of the regulations.
Article No.
The Current Article
The Amended Article
| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 3.They shall undertake an item-by-item evaluation of the~~comprehensiveness,~~ ~~accuracy~~, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4.They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable~~and accurate~~, and that they have complied with applicable laws and regulations. The Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. |
shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 3. They shall undertake an item-by-item evaluation of theadequacy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate andreasonable, and that they have complied with applicable laws and regulations. The Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. |
||
| Article 7 | In acquiring or disposing of real property, equipment, or right-of-use assets 1.Evaluation Procedure For the evaluation of the acquisition and disposal of real property, equipments or right-of-use assets of the Company, the asset responsible department shall proceed with feasibility evaluation report and to be reviewed and signed by the business executives department. Such acquisition and disposal may be conducted after the approval according to the "Rules of Level of Authority" according to the Company. 2.Operational Procedure (a) In acquiring or disposing of real property, equipment, or right-of- use assets thereof where the |
In acquiring or disposing of real property, equipment, or right-of-use assets 1. Evaluation Procedure For the evaluation of the acquisition and disposal of real property, equipments or right-of-use assets of the Company, the asset responsible department shall proceed with feasibility evaluation report and to be reviewed and signed by the business executives department. Such acquisition and disposal may be conducted after the approval according to the "Rules of Level of Authority" according to the Company. 2. Operational Procedure (a) In acquiring or disposing of real property, equipment, or right-of- use assets thereof where the |
To comply with the amendment of the regulations. |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be agreed by more than 1/2 of the members of the Audit Committees and shall be submitted for approval in advance by the board of directors and shall apply to the rules set forth under Section 2~~and~~Section~~3~~of Article 17. The same procedure shall be followed for any future changes to the terms and conditions of the transaction. (2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal |
transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right- of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be agreed by more than 1/2 of the members of the Audit Committees and shall be submitted for approval in advance by the board of directors and shall apply to the rules set forth under Section 2toSection4of Article 17. The same procedure shall be followed for any future changes to the terms and conditions of the transaction. (2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal~~in accordance~~ ~~with the provisions of~~ ~~Statement of Auditing~~ ~~Standards No. 20 published~~ ~~by the ROC Accounting~~ ~~Research and Development~~ ~~Foundation (ARDF)~~and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (i) The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. (ii) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. (b) After the acquisition of the assets, it shall register, administer, and use according to the Fixed Asset Management Operating Procedure. 3.The determination procedure of transaction term and the amount of |
amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (i) The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. (ii) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. (b) After the acquisition of the assets, it shall register, administer, and use according to the Fixed Asset Management Operating Procedure. 3. The determination procedure of transaction term and the amount of authority delegated (a) Method of Price |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| authority delegated (a) Method of Price Determination and References For acquiring or disposing of real property, equipments or right-of- use assets the department which propose to such demand shall submitted the explanation the reasons, the referring current assessed value, actual real estate transaction price nearby, etc. for signed and approval, and the price shall be determined after price inquiring, price negotiation, or bidding. (b) Authorization Level (1) Acquisition ,disposal or right- of-use assets of real property or equipment with the transaction amount less than (including) NT$300 million, to authorize responsible unit to decide and execute; for transaction amount more than NT$300 million, it shall be agreed by more than 1/2 of the members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction, and it shall apply to the rules set forth under Section 2~~and~~Section~~3~~ of Article 17. (2) However, if the asset type to be acquired or disposed is for business-use equipment or right-of-use assets, and the transaction party is not a related party, the procedure shall be processed according to the Level of Authority. (3) When entering into purchase contract with the opposite party, in order to cooperate with the business requirement and for the sake of efficiency, the board of directors may authorize the Chairman to approve, after approval the |
Determination and References For acquiring or disposing of real property, equipments or right-of- use assets the department which propose to such demand shall submitted the explanation the reasons, the referring current assessed value, actual real estate transaction price nearby, etc. for signed and approval, and the price shall be determined after price inquiring, price negotiation, or bidding. (b) Authorization Level (1) Acquisition ,disposal or right- of-use assets of real property or equipment with the transaction amount less than (including) NT$300 million, to authorize responsible unit to decide and execute; for transaction amount more than NT$300 million, it shall be agreed by more than 1/2 of the members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction, and it shall apply to the rules set forth under Section 2toSection4of Article 17. (2) However, if the asset type to be acquired or disposed is for business-use equipment or right-of-use assets, and the transaction party is not a related party, the procedure shall be processed according to the Level of Authority. (3) When entering into purchase contract with the opposite party, in order to cooperate with the business requirement and for the sake of efficiency, the board of directors may authorize the Chairman to approve, after approval the contract can be entered into in advance, and after the |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| contract can be entered into in advance, and after the occurrence of the transaction, subsequently to submit it for rectification by the last board of directors meeting. 4.Trading Procedure The transaction procedure of the Company in acquiring or disposing of real property, equipments or right- of-use assets shall proceed according to fixed asset cycle related procedure of the internal control system. |
occurrence of the transaction, subsequently to submit it for rectification by the last board of directors meeting. 4. Trading Procedure The transaction procedure of the Company in acquiring or disposing of real property, equipments or right-of- use assets shall proceed according to fixed asset cycle related procedure of the internal control system. |
||
| Article 8 | Operating procedure governing the acquisition and disposal of securities 1.Evaluation Procedure (a) The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. (b) If the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price.~~If the CPA needs to use~~ ~~the report of an expert as~~ ~~evidence, the CPA shall do so in~~ ~~accordance with the provisions~~ ~~of Statement of Auditing~~ ~~Standards No. 20 published by~~ ~~the ARDF.~~This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission. |
Operating procedure governing the acquisition and disposal of securities 1. Evaluation Procedure (a) The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. (b) If the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission. |
To comply with the amendment of the regulations. |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| (c) For acquiring or disposing of the securities traded on the exchanged or OTC market, the price shall be decided by the current price of the stock or bond. (d) For acquiring or disposing of the securities note traded on the exchanged or OTC market, it is required to submit the reference or calculation basis of the transaction price and transaction terms to the Board of Directors for approval and further handling. 2.Operational procedure (a) Each organizer is in charge of valuation, trading, delivery, and tabulation (listing). (b) Custody: All securities obtained by the Company shall be submitted to the finance department for custody or stored in safe deposit boxes. (c) Evaluation: In accordance with the provisions of the relevant Accounting Standards, the finance department shall collect relevant data, which shall be submitted to the accountants for regular follow-up and evaluation. 3.Decision Procedure of Transaction Conditions and Authorization Amount (a) For the government bonds, corporate bonds, financial bonds, securities representing interest in a fund, and asset-backed securities set forth under Section 1 Article 3 of this Procedure, if the transaction amount does not reach (including) 20% of the paid-in capital, it is authorized to be decided and executed by the highest financial officer. If the transaction amount reaches more than 20% of the paid-in capital of the company, it shall be agreed by more than 1/2 of the |
(c) For acquiring or disposing of the securities traded on the exchanged or OTC market, the price shall be decided by the current price of the stock or bond. (d) For acquiring or disposing of the securities note traded on the exchanged or OTC market, it is required to submit the reference or calculation basis of the transaction price and transaction terms to the Board of Directors for approval and further handling. 2. Operational procedure (a) Each organizer is in charge of valuation, trading, delivery, and tabulation (listing). (b) Custody: All securities obtained by the Company shall be submitted to the finance department for custody or stored in safe deposit boxes. (c) Evaluation: In accordance with the provisions of the relevant Accounting Standards, the finance department shall collect relevant data, which shall be submitted to the accountants for regular follow-up and evaluation. 3. Decision Procedure of Transaction Conditions and Authorization Amount (a) For the government bonds, corporate bonds, financial bonds, securities representing interest in a fund, and asset-backed securities set forth under Section 1 Article 3 of this Procedure, if the transaction amount does not reach (including) 20% of the paid-in capital, it is authorized to be decided and executed by the highest financial officer. If the transaction amount reaches more than 20% of the paid-in capital of the company, it shall be agreed by more than 1/2 of the |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction, and it shall apply to the rules set forth under Section 2~~and~~Section~~3~~of Article 17. (b) For the stocks, depositary receipts, call (put) warrants, beneficial interest securities, set forth under Section 1 Article 3 of this Procedure, if the transaction amount does not reach (including) 5% of the paid-in capital, it is authorized to be decided and executed by each responsible unit. If the transaction amount reaches more than 5% of the paid-in capital of the company, it shall be agreed by more than 1/2 of the members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction, and it shall apply to the rules set forth under Section 2~~and~~ Section~~3~~of Article 17. 4.Trading Process The trading process of Procedure for Acquisition or Disposal of Securities shall be in accordance with Investment cycle rules of internal control system. |
members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction, and it shall apply to the rules set forth under Section 2toSection4of Article 17. (b) For the stocks, depositary receipts, call (put) warrants, beneficial interest securities, set forth under Section 1 Article 3 of this Procedure, if the transaction amount does not reach (including) 5% of the paid-in capital, it is authorized to be decided and executed by each responsible unit. If the transaction amount reaches more than 5% of the paid-in capital of the company, it shall be agreed by more than 1/2 of the members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction, and it shall apply to the rules set forth under Section 2toSection 4of Article 17. 4. Trading Process The trading process of Procedure for Acquisition or Disposal of Securities shall be in accordance with Investment cycle rules of internal control system. |
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| Article 9 | Operating procedure governing the acquisition and disposal of intangible assets or right-of-use assets For evaluation of the acquisition and disposal of intangible assets or right-of- use assets of the Company, the proposed department shall proceed with feasibility evaluation report and to submit and report to the intellectual property department. 1.Operational Procedure The acquisition or disposal of intangible assets or right-of-use assets, in case the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, the company unless transacting with |
Operating procedure governing the acquisition and disposal of intangible assets or right-of-use assets For evaluation of the acquisition and disposal of intangible assets or right-of- use assets of the Company, the proposed department shall proceed with feasibility evaluation report and to submit and report to the intellectual property department. 1. Operational Procedure The acquisition or disposal of intangible assets or right-of-use assets, in case the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, the company unless transacting with |
To comply with the amendment of the regulations. |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment | |
|---|---|---|---|---|
| a domestic government agency, shall also engage a certified public accountant to render an opinion on the reasonableness of the transaction price prior to the date of occurrence~~;~~ ~~the CPA shall comply with the~~ ~~provisions of Statement of Auditing~~ ~~Standards No. 20 published by the~~ ~~ARDF.~~ 2.The determination procedure of transaction term and the amount of authority delegated (a) The means of price determination and supporting reference materials The requesting department shall submit and report the market transaction price of the intangible assets or right-of-use assets of the same kind and may request the professional appraisal institution to provide with report. (b) Authorization Level For the transaction amount does not reach (including) NT$300 million, it is authorized to be decided and executed by the responsible unit; For the transaction amount reached more than NT$ 300 million, it shall be agreed by more than 1/2 of the Audit Committees and be approved in advance by the board of directors before conducting such transaction, and it shall apply to the rules set forth under Section 2~~and~~ Section~~3~~of Article 17 3.Trading Process The acquisition or disposal of intangible assets or right-of-use assets shall be in accordance with procedure for Acquisition or Disposal of Intangible Assets cycle rules of internal control system. |
a domestic government agency, shall also engage a certified public accountant to render an opinion on the reasonableness of the transaction price prior to the date of occurrence. 2.The determination procedure of transaction term and the amount of authority delegated (a) The means of price determination and supporting reference materials The requesting department shall submit and report the market transaction price of the intangible assets or right-of-use assets of the same kind and may request the professional appraisal institution to provide with report. (b) Authorization Level For the transaction amount does not reach (including) NT$300 million, it is authorized to be decided and executed by the responsible unit; For the transaction amount reached more than NT$ 300 million, it shall be agreed by more than 1/2 of the Audit Committees and be approved in advance by the board of directors before conducting such transaction, and it shall apply to the rules set forth under Section 2toSection 4of Article 17 3.Trading Process The acquisition or disposal of intangible assets or right-of-use assets shall be in accordance with procedure for Acquisition or Disposal of Intangible Assets cycle rules of internal control system. |
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| Article 10 | Related party transaction 1.Regarding the Company's acquisition or disposition of the assets with the related party, other than handling according to the procedure in |
Related party transaction 1. Regarding the Company's acquisition or disposition of the assets with the related party, other than handling according to the procedure in |
To comply with the amendment of the regulations. |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment | |
|---|---|---|---|---|
| 2 | relation to real estates prescribed under Article 7, Article 8, Article 9 and this article hereof it is also required to follow the related decision making procedure and transaction reasonableness evaluation process set forth below. For transaction amount reaching 10 percent of the total assets of the Company, it. is required to obtain appraisal report issued by the professional appraiser or CPA's opinion according to Article 7, Article 8, and Article 9 hereof. When judging whether the transaction counterparty is a related party, other than taking notice to its legal forms, the actual relationship shall also be included into consideration. .~~Evaluation and operation procedure~~ When the Company intends to acquire or dispose of real property or right-of-use assets. from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of domestic money market funds issued by a SITE, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been agreed by more than 1/2 of the members of the Audit Committees and approved by the board of directors, and it shall apply to the rules set forth under Section 2~~and~~Section~~3~~of Article 17: (a) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (b) The reason for choosing the |
relation to real estates prescribed under Article 7, Article 8, Article 9 and this article hereof it is also required to follow the related decision making procedure and transaction reasonableness evaluation process set forth below. For transaction amount reaching 10 percent of the total assets of the Company, it. is required to obtain appraisal report issued by the professional appraiser or CPA's opinion according to Article 7, Article 8, and Article 9 hereof. When judging whether the transaction counterparty is a related party, other than taking notice to its legal forms, the actual relationship shall also be included into consideration. 2. When the Company intends to acquire or dispose of real property or right-of-use assets. from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of domestic money market funds issued by a SITE, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been agreed by more than 1/2 of the members of the Audit Committees and approved by the board of directors, and it shall apply to the rules set forth under Section 2toSection4of Article 17: (a) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (b) The reason for choosing the related party as a trading counterparty. |
| The Amended Article | Reasons for Amendment | |
|---|---|---|
| relation to real estates prescribed | ||
| under Article 7, Article 8, Article 9 | ||
| and this article hereof it is also | ||
| required to follow the related decision | ||
| making procedure and transaction | ||
| reasonableness evaluation process set | ||
| forth below. For transaction amount | ||
| reaching 10 percent of the total assets | ||
| of the Company, it. is required to | ||
| obtain appraisal report issued by the | ||
| professional appraiser or CPA's | ||
| opinion according to Article 7, | ||
| Article 8, and Article 9 hereof. | ||
| When judging whether the | ||
| transaction counterparty is a related | ||
| party, other than taking notice to its | ||
| legal forms, the actual relationship | ||
| shall also be included into | ||
| consideration. | ||
| 2. When the Company intends to | ||
| acquire or dispose of real property or | ||
| right-of-use assets. from or to a | ||
| related party, or when it intends to | ||
| acquire or dispose of assets other than | ||
| real property or right-of-use assets | ||
| from or to a related party and the | ||
| transaction amount reaches 20 | ||
| percent or more of paid-in capital, 10 | ||
| percent or more of the company's | ||
| total assets, or NT$300 million or | ||
| more, except in trading of domestic | ||
| government bonds or bonds under | ||
| repurchase and resale agreements, or | ||
| subscription or repurchase of | ||
| domestic money market funds issued | ||
| by a SITE, the Company may not | ||
| proceed to enter into a transaction | ||
| contract or make a payment until the | ||
| following matters have been agreed | ||
| by more than 1/2 of the members of | ||
| the Audit Committees and approved | ||
| by the board of directors, and it shall | ||
| apply to the rules set forth under | ||
| Section 2toSection4of Article 17: | ||
| (a) The purpose, necessity and | ||
| anticipated benefit of the | ||
| acquisition or disposal of assets. | ||
| (b) The reason for choosing the | ||
| related party as a trading | ||
| counterparty. |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment | ||
|---|---|---|---|---|---|
| related party as a trading counterparty. (c) With respect to the acquisition of real property or right-of-use assets from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms under Subsection (1)~~and~~(4), Section~~3~~of this Article. (d) The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party. (e) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. (f) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. (g) Restrictive covenants and other important stipulations associated with the transaction. ~~The board of directors shall~~ ~~take into full consideration each~~ ~~independent director's opinions~~ ~~during the above discussion. If~~ ~~an independent director objects~~ ~~to or expresses reservations~~ ~~about any matter, it shall be~~ ~~recorded in the minutes or the~~ ~~board of directors meeting.~~ ~~3.~~The Company intends to acquire or dispose of real property or right-of- use assets. from or to a related party, appraisal of the reasonableness of the transaction cost (a) When the Company acquires real estate or right-of-use assets. from related parties it shall appraise the reasonableness of the transaction cost in accordance |
(c) With respect to the acquisition of real property or right-of-use assets from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms under Subsection (1)to(4), Section5of this Article. (d) The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party. (e) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. (f) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. (g) Restrictive covenants and other important stipulations associated with the transaction. 3.The Board of Directors may delegate the Chairman to decide such matters when the following transactions among the Company and its subsidiaries and subsidiaries in which the Company directly or indirectly holds 100% of the Issued shares or authorized capital are within NT$600 million and have the decisions subsequently submitted to and ratified at the next board meeting: (a) Obtain or dispose of equipment for business use or its right to use assets. (b) Obtain or dispose of the real estate use right assets for business use. 4. For transactions engaged in by the Company or its subsidiaries that are not a domestic public offering |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment | |
|---|---|---|---|---|
| with the following procedures: (1) It is based on the trading price of the related party plus necessary interests of the capital and necessary costs on the buyer. The so- called necessary interests of capital are calculated based on weighted average interests of annual loans for purchasing the Company's assets, but it cannot be higher than the highest lending rate of non-financial industry issued by Ministry of Finance. (2) If the related party once made any loan through pledging this object to a financial institution, and the financial institution has appraised the total value of this object for loan granting, the value can be recognized as long as the actual loan has exceeded 70% of the total loan value of this object and the loan period has exceeded 1 year. However, this is not applicable if the financial institution is related to one of the transaction parties. (b) When jointly purchasing or lease land and houses placed thereon, one of the methods mentioned above shall be adopted to appraise the transaction cost respectively for the land and the houses. (c) The Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, the cost shall be appraised in accordance with Sections 3(a) and 3(b) of this Article and accountants shall be invited to review and issue specific opinions. |
company, if the trading value reaches over 10% of the Company’s total assets, materials under respective sub-paragraphs of Paragraph 2 shall be presented during the shareholders’meeting to obtain consent before the transaction contract may be entered into and payment may be made. This does not apply, however, to transactions between the Company and its parent company, subsidiaries, or between its subsidiaries. 5.The Company intends to acquire or dispose of real property or right-of- use assets. from or to a related party, appraisal of the reasonableness of the transaction cost (a) When the Company acquires real estate or right-of-use assets. from related parties it shall appraise the reasonableness of the transaction cost in accordance with the following procedures: (1) It is based on the trading price of the related party plus necessary interests of the capital and necessary costs on the buyer. The so- called necessary interests of capital are calculated based on weighted average interests of annual loans for purchasing the Company's assets, but it cannot be higher than the highest lending rate of non-financial industry issued by Ministry of Finance. (2) If the related party once made any loan through pledging this object to a financial institution, and the financial institution has appraised the total value of this object for loan |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| (d) When the appraised values of real estate or right-of-use assets acquired by the Company from the related party according Sections 3(a) and 3(b) of this Article are all relatively lower, it shall be handled according to Section 3(e) of this Article. Subject to the following situations and combined with objective evidence and reasonable opinions obtained from professional appraisers of real estate and accountants, the limit herein will be excluded: (1) In the case that the related party obtains undeveloped land or leases the land for construction, the evidences put forward by the related party shall be in accordance with one of the following requirements: (i) The undeveloped land was appraised according to the provisions of the related party according Sections~~3(~~a) and 3(b) of this Article, but the buildings have been appraised based on the related party’s construction costs plus reasonable construction profit and in combination with the land, the total exceeds the actual transaction price. The referred to reasonable construction profit shall be calculated based on the average operating margin of the construction sector of the related party in last three years or the latest average operating margin issued by the Ministry of Finance, whichever is lower. |
granting, the value can be recognized as long as the actual loan has exceeded 70% of the total loan value of this object and the loan period has exceeded 1 year. However, this is not applicable if the financial institution is related to one of the transaction parties. (b) When jointly purchasing or lease land and houses placed thereon, one of the methods mentioned above shall be adopted to appraise the transaction cost respectively for the land and the houses. (c) The Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, the cost shall be appraised in accordance with Sections 3(a) and 3(b) of this Article and accountants shall be invited to review and issue specific opinions. (d) When the appraised values of real estate or right-of-use assets acquired by the Company from the related party according Sections 3(a) and 3(b) of this Article are all relatively lower, it shall be handled according to Section 3(e) of this Article. Subject to the following situations and combined with objective evidence and reasonable opinions obtained from professional appraisers of real estate and accountants, the limit herein will be excluded: (1) In the case that the related party obtains undeveloped land or leases the land for construction, the evidences put forward by the related party shall be in accordance with one of the following requirements: (i) The undeveloped land |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| (ii) There are cases of completed transactions by unrelated parties within the preceding year involving other floors of the same property or property in an adjacent area in which the properties are similar in area and the terms of the transactions in those cases are found to be similar after assessment of reasonable discrepancies in the prices of different floors or districts in accordance with standard property market practices. (2) It the Company can prove that the transaction conditions are similar to those of other transaction cases of similar areas in the vicinity between other parties when the Company purchased real estate or right-of-use assets from the related party. The above- mentioned nearby transactions refer to those which are on the same street or nearby streets within the distance of 500 meters of the target transaction or with similar current value as reported; the similar area acreage refers to that its acreage shall not be less than 50% of the target transaction in area; the above mentioned "within one year" shall start from the transaction date to trace back to one year. (e) When the appraised values of real estate acquired or right-of- use assets by the Company from related parties according to Sections~~3(~~a)~~and 3(b)~~of this |
was appraised according to the provisions of the related party according Sections5(a) and 3(b) of this Article, but the buildings have been appraised based on the related party’s construction costs plus reasonable construction profit and in combination with the land, the total exceeds the actual transaction price. The referred to reasonable construction profit shall be calculated based on the average operating margin of the construction sector of the related party in last three years or the latest average operating margin issued by the Ministry of Finance, whichever is lower. (ii) There are cases of completed transactions by unrelated parties within the preceding year involving other floors of the same property or property in an adjacent area in which the properties are similar in area and the terms of the transactions in those cases are found to be similar after assessment of reasonable discrepancies in the prices of different floors or districts in accordance with standard property market practices. (2) It the Company can prove that the transaction conditions are similar to those of other transaction cases of similar areas in the |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| Article is lower than the transaction price, the situation shall be handled in following manner: (1) In accordance with the provisions of Clause 1 of Article 41 of the Securities and Exchange Act, a special reserve shall be set aside based on the difference between the transaction price and the appraised cost, which may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of the Company's equity stake in the other company. (2) The independent directors shall handle according Article 218 of the Company Act. (3) Actions taken pursuant to Point 1 and Point 2 of Clause 5, Section~~3~~of this Article shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. The Company has set aside a special reserve under the preceding paragraph and may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or rented at a premium, or have been |
vicinity between other parties when the Company purchased real estate or right-of-use assets from the related party. The above- mentioned nearby transactions refer to those which are on the same street or nearby streets within the distance of 500 meters of the target transaction or with similar current value as reported; the similar area acreage refers to that its acreage shall not be less than 50% of the target transaction in area; the above mentioned "within one year" shall start from the transaction date to trace back to one year. (e) When the appraised values of real estate acquired or right-of- use assets by the Company from related parties according to Sections5(a) to5(d)of this Article is lower than the transaction price, the situation shall be handled in following manner: (1) In accordance with the provisions of Clause 1 of Article 41 of the Securities and Exchange Act, a special reserve shall be set aside based on the difference between the transaction price and the appraised cost, which may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities and Exchange Act shall be set aside pro rata in a |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| disposed of or whose lease contracts have been terminated, or adequate compensation has been made, or whose status has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. (f) If there is any evidence showing that the Company's acquisition of real property or right-of-use assets from the related party does not conform to the regular business practice, it shall be handled according to (e) of Section~~3~~of this Article. (g) Where the Company acquires real property or right-of-use assets from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Section 2~~and~~ Section 4 of this Article in relation to evaluation and operation procedure and(a),(b), (c) of Section~~3~~of this Article in relation to appraisal of the reasonableness of the transaction cost do not apply: (1) The related party acquired the real property or right-of- use assets through inheritance or as a gift. (2) More than five years will have elapsed from the time the related party signed the contract to obtain the real estate or right-of-use assets to the signing date for the current transaction. (3) The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on |
proportion consistent with the share of the Company's equity stake in the other company. (2) The independent directors shall handle according Article 218 of the Company Act. (3) Actions taken pursuant to Point 1 and Point 2 of Clause 5, Section5of this Article shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. The Company has set aside a special reserve under the preceding paragraph and may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or rented at a premium, or have been disposed of or whose lease contracts have been terminated, or adequate compensation has been made, or whose status has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. (f) If there is any evidence showing that the Company's acquisition of real property or right-of-use assets from the related party does not conform to the regular business practice, it shall be handled according to (e) of Section5of this Article. (g) Where the Company acquires real property or right-of-use assets from a related party and one of the following |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| the company's own land or on rented land. (4) The acquisition or disposal of operation-purpose real estate right-of-use assets among the Company and its subsidiaries and subsidiaries in which the Company directly or indirectly holds one hundred percent (100%) of the issued shares or authorized capital. ~~4.~~The Board of Directors may delegate the Chairman to decide such matters when the following transactions among the Company and its subsidiaries and subsidiaries in which the Company directly or indirectly holds 100% of the Issued shares or authorized capital are within NT$600 million and have the decisions subsequently submitted to and ratified at the next board meeting: (a) Obtain or dispose of equipment for business use or its right to use assets. (b) Obtain or dispose of the real estate use right assets for business use. |
circumstances exists, the acquisition shall be conducted in accordance with Section 2to Section 4 of this Article in relation to evaluation and operation procedure and(a),(b), (c) of Section5of this Article in relation to appraisal of the reasonableness of the transaction cost do not apply: (1) The related party acquired the real property or right- of-use assets through inheritance or as a gift. (2) More than five years will have elapsed from the time the related party signed the contract to obtain the real estate or right-of-use assets to the signing date for the current transaction. (3) The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land. (4) The acquisition or disposal of operation-purpose real estate right-of-use assets among the Company and its subsidiaries and subsidiaries in which the Company directly or indirectly holds one hundred percent (100%) of the issued shares or authorized capital. |
||
| Article 13 | Procedure of Public Disclosure of Information 1.Deadline for Public Announcement and Report Announcement and Report The Company acquiring or disposing of assets which reaches the items to be announced or transaction amount standards prescribed under Section 2 |
Procedure of Public Disclosure of Information 1. Deadline for Public Announcement and Report Announcement and Report The Company acquiring or disposing of assets which reaches the items to be announced or transaction amount standards prescribed under Section 2 |
To comply with the amendment of the regulations. |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| of this Article shall publicly announce and report the relevant information on the FSC's designated website within 2 days commencing immediately from the date of occurrence of the event. 2.The Items and Standards Required for Public Announcement and Report (a) Acquisition or disposal of real property or right-of-use assets from or to a related party, or acquisition or disposal of assets other than real property or right- of-use assets from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase, resale agreements, or subscription or repurchase of domestic money market funds issued by SITE. (b) Merger, demerger, Acquisitions or Shares Transfer. (c) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. (d) Acquisition or disposal of such assets as equipment or right-of- use assets for business which does not involve the related party and the transaction amount of which reach to above NTD 1000 million. (e) Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the transaction object is not a |
of this Article shall publicly announce and report the relevant information on the FSC's designated website within 2 days commencing immediately from the date of occurrence of the event. 2. The Items and Standards Required for Public Announcement and Report (a) Acquisition or disposal of real property or right-of-use assets from or to a related party, or acquisition or disposal of assets other than real property or right- of-use assets from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase, resale agreements, or subscription or repurchase of domestic money market funds issued by SITE. (b) Merger, demerger, Acquisitions or Shares Transfer. (c) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. (d) Acquisition or disposal of such assets as equipment or right-of- use assets for business which does not involve the related party and the transaction amount of which reach to above NTD 1000 million. (e) Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the transaction object is not a related person and the amount the Company expects to invest in the |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| related person and the amount the Company expects to invest in the transaction reaches NT$500 million. (f) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (1) Trading of domestic government Bonds. (2) Trading of bonds under repurchase/resale agreements, or subscription or repurchase of domestic money market funds issued by SITE. (g) The transaction amount prescribed shall be calculated as below. Also, "within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. (1) The amount of any individual transaction. (2) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. (3) The cumulative transaction amount of real property or right-of-use assets acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. (4) The cumulative transaction amount of acquisitions and |
transaction reaches NT$500 million. (f) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (1) Trading of domestic government Bondsor foreign government Bonds with a credit rating not below the sovereignty rating of our government. (2) Trading of bonds under repurchase/resale agreements, or subscription or repurchase of domestic money market funds issued by SITE. (g) The transaction amount prescribed shall be calculated as below. Also, "within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. (1) The amount of any individual transaction. (2) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. (3) The cumulative transaction amount of real property or right-of-use assets acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. (4) The cumulative transaction |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment | ||
|---|---|---|---|---|---|
| disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. ~~(h) The transaction amount set forth~~ ~~in Article 7, Article 8, Article 9~~ ~~and Article 10 of this procedure~~ ~~shall be calculated and handled~~ ~~under the preceding Paragraph.~~ ~~"Within the preceding year" as~~ ~~used in the preceding paragraph~~ ~~refers to the year preceding the~~ ~~date of occurrence of the current~~ ~~transaction. Items which obtained~~ ~~appraisal report issued by the~~ ~~professional appraiser or CPA's~~ ~~opinion according to the~~ ~~Operational Procedure need not~~ ~~be counted toward the transaction~~ ~~amount.~~ 3.Procedures for Announcement (a) The Company shall report related information to the designated website by FSC for announcement. (b) The Company shall' report information relating to the prior month's transactions in derivatives of the Company and subsidiaries to the designated website by FSC for announcement before the 10th of every month. (c) The Company shall report all items according to regulations, and if there are errors or omissions, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. (d) The Company shall keep related contracts, records, memorandums, appraisal reports, opinions from accountants, lawyers or securities underwriters with the Company for at least five years, unless otherwise provided |
~~(h)~~ | amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. 3. Procedures for Announcement (a) The Company shall report related information to the designated website by FSC for announcement. (b) The Company shall' report information relating to the prior month's transactions in derivatives of the Company and subsidiaries to the designated website by FSC for announcement before the 10th of every month. (c) The Company shall report all items according to regulations, and if there are errors or omissions, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. (d) The Company shall keep related contracts, records, memorandums, appraisal reports, opinions from accountants, lawyers or securities underwriters with the Company for at least five years, unless otherwise provided for by related regulations. (e) In case of one of following |
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| Article No. | The Current Article | The Amended Article | Reasons for Amendment |
|---|---|---|---|
| for by related regulations. (e) In case of one of following situations, alter the Company announces transactions according to the provisions of the former Article, the Company shall report related information to the website designated by FSC for announcement within 2 days of the transaction date: (1) Change, termination or rescission of contracts related to the original transaction. (2) The merger, division, acquisition or share transfer is not completed within the scheduled time. (3) Any changes to the original announcement. |
situations, alter the Company announces transactions according to the provisions of the former Article, the Company shall report related information to the website designated by FSC for announcement within 2 days of the transaction date: (1) Change, termination or rescission of contracts related to the original transaction. (2) The merger, division, acquisition or share transfer is not completed within the scheduled time. (3) Any changes to the original announcement. |
||
| Article 15 | For the calculation of 10 percent of total assets under these regulations, the total assets stated in the most recent parent company only financial report or individual financial report of the Company shall be used. |
For the calculation of 10 percent of total assets under these regulations, the total assets stated in the most recent parent company only financial report or individual financial report of the Company shall be used. The transaction amount set forth in Article 7, Article 8, Article 9 and Article 10 of this procedure shall be calculated and handled under Article 13, Paragraph 2 Sub- paragraph 7. And“within the preceding year"as used therein refers to the year preceding the date of occurrence of the current transaction. Items which obtained appraisal report issued by the professional appraiser or CPA's opinion and have been presented during the shareholders’meeting for consent, approved by the Audit Committee and the Board of Directors under the Operational Procedure need not be counted toward the transaction amount. |
Paragraph 2 added (Originally Article 13, Paragraph2 Sub- paragraph 8, and is amended accordingly to the regulations). |
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Attachment 7
Comparative table for Amendments to Rules of Shareholders’ Meeting
| Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|
| Article 3 | (To convene shareholders meeting and meeting notice) A shareholders meeting of the Company shall, unless otherwise provided for in laws and regulations, be convened by the board of directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a preferred shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before~~21~~days before the date of the regular shareholders meeting or before 15 days before the date of the preferred shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated~~thereby as well as being~~ ~~distributed on-site at the meeting place~~. The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. Matters related to election or dismissal |
(To convene shareholders meeting and meeting notice) A shareholders meeting of the Company shall, unless otherwise provided for in laws and regulations, be convened by the board of directors. Any changes to way of convening the shareholders meeting shall be authorized for resolution made by the board of directors before sending out the shareholders meeting notice. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a preferred shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before30days before the date of the regular shareholders meeting or before 15 days before the date of the preferred shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph |
1. In order to make shareholders aware of the change in the method of convening the shareholders' meeting, the changes of it shall be approved by the board of directors, and it shall be made no later than before the meeting notice is dispatched, and the Paragraph 2 shall be added. 2. Pursuant to amendment of the Article 6 of Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies, TPEx listed company with paid-in capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders' register at the time of convening shareholders’ meeting in the most recent fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day on which the regular shareholders' meeting is to be convened. Therefore, amendment |
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| Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|
| of directors, changes in the Articles of Incorporation, capital reduction, application for suspension of public offering, director non-compete clause, capital increase from earnings, capital increase from surplus, company dissolution, merger, split or the clauses in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, should be listed in the purposes for convening the meeting, and shall not proposed by an extemporary motion.~~The content may be posted on~~ ~~websites designated by the competent~~ ~~securities authority or the Company, and~~ ~~the website should clearly stated in the~~ ~~notice.~~ (Omitted hereunder) |
available to shareholders for review in the following manner on the date of the shareholders meeting: 1. For physical shareholders meetings, to be distributed on-site at the meeting. 2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform. 3. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. Matters related to election or dismissal of directors, changes in the Articles of Incorporation, capital reduction, application for suspension of public offering, director non-compete clause, capital increase from earnings, capital increase from surplus, company dissolution, merger, split or the clauses in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, should be listed in the purposes for convening the meeting, and shall not proposed by an extemporary motion. (Omitted hereunder) |
to the Paragraph 3. 3. Public offering companies may convene virtual-only shareholders' meetings, the Company has different methods of convening shareholders' meetings. For the benefit of shareholders, whether participating in the physical or virtual-only shareholders meeting, they can refer to the handbook of annual shareholders’ meeting and supplementary materials on the day of the meeting. Therefore, Paragraph 2 is amended and Paragraph 4 is added. |
|
| Article 4 | (To appoint a proxy to attend a shareholders meeting and authorization) (Paragraph 1-3 are omitted) |
(To appoint a proxy to attend a shareholders meeting and authorization) If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. |
If a shareholder decides to appoint a proxy, after the Proxy Statement is delivered to the Company, suppose the shareholder intends to attend the virtual-only shareholders' meeting conferencing in person, he or she shall notify the Company in writing two days before the shareholders' meeting for proxy cancellation; |
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| Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|
| therefore, Paragraph 4 shall be added. |
|||
| Article 5 | (Principles of convention place and time of shareholders’ meeting) (Paragraph 1 is omitted) |
(Principles of convention place and time of shareholders’ meeting) The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting. |
Explicit that when the Company convening a virtual-only shareholders’ meeting, there is no restrictions on the place of the meeting. |
| Article 6 | (The preparation of Documents) This Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. |
(The preparation of Documents) The Company shall specify in its shareholders meeting notices the time during which shareholder,solicitors, their proxies (collectively,"shareholders") attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person. (Paragraph 3-5 are omitted) In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date. In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. |
1. Specified time and procedures for shareholder attendance registrations; therefore, Paragraph 2 shall be amended. 2. For shareholders wish to attend the meeting online shall register with the Company 2 days before the meeting date and hence Paragraph 7 is added. 3. In order to enable shareholders attending online to review the Meeting Handbook and Annual Report, etc., the Company, shall upload them on the virtual meeting platform and hence Paragraph 8 is added. |
| Article 8 | (Sound or video recording of Shareholders’ meeting procedure) The Company shall make~~full sound or~~ ~~video recording of the procedure of the~~ |
(Sound or video recording of Shareholders’ meeting procedure) The Company, beginning from the time it accepts shareholder attendance |
According to Article 183 of the Company Act and Article 18 of the Regulations Governing |
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| Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|
| ~~shareholders meeting, which~~shall be preserved for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the Company shall keep minutes of the shareholders' meeting involved until the legal proceedings of the foregoing lawsuit have been concluded. |
registrations, shall makean uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraphshall be preserved for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the Company shall keep minutes of the shareholders' meeting involved until the legal proceedings of the foregoing lawsuit have been concluded. Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting. |
Procedure for Board of Directors Meetings of Public Companies, the Company shall keep the record of shareholder attendance registration, questioning, voting, and voting result, and shall make an uninterrupted audio and video recording of the registration procedure. The recorded materials shall be well preserved and the copy of it shall be kept by the party appointed to handle matters of the virtual meeting. Therefore, Paragraph 3 and 4 are added. |
|
| Article 9 | (The calculation of attending shares of shareholders meeting, and the calling for meeting) Attendance of shareholders meeting shall be calculated based on shares. The number of attending shares shall be calculated based on the attendance cards submitted, and the shares exercised in writing or by way of electronic transmission. The Chairperson shall immediately announce the opening of the meeting when the starting time for the meeting arrives~~.~~ However, where fewer than the number of the shareholders representing more than half of issued shares of the Company are in attendance, the Chairperson may announce that the meeting is postponed, and such postponed may not exceed two (2) times, total time for postponement may not exceed one (1) hour. Where the quorum is still not met after two (2) postponements, but shareholders representing more than one-third of issued shares of the Company |
(The calculation of attending shares of shareholders meeting, and the calling for meeting) Attendance of shareholders meeting shall be calculated based on shares. The number of attending shares shall be calculated based on the attendance cards submitted, and the shares checked in on the virtual meeting platform,andplus the shares exercised in writing or by way of electronic transmission. The Chairperson shall immediately announce the opening of the meeting when the starting time for the meeting arrivesand disclose information concerning the number of nonvoting shares and number of |
1. Paragraph 1 is amended to specify the counting of the attending shares shall include the shares checked in on the virtual meeting platform. 2. When convening the virtual-only meeting, if the chairman declares the adjournment of the meeting, the Company shall make an announcement on the virtual meeting platform and hence Paragraph 2 is amended. 3. As a tentative resolution has been passed for convening another shareholders’ |
shares represented by shareholders attending the meeting. However, where fewer than the number of the shareholders representing more than half of issued shares of the Company are in attendance, the Chairperson may announce that the meeting is postponed, and such postponed |
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| Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|
| attend the meeting, tentative resolution may be passed in accordance with Article 175, Paragraph 1 of the Company Act. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a Shareholders' meeting within one month. (Omitted hereunder) |
may not exceed two (2) times, total time for postponement may not exceed one (1) hour. If the quorum is not met after (2) postponements and the attending shareholders still represent less than one third of the total number of issued shares, the Chairperson shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform. Where the quorum is still not met after two (2) postponementsas referred to in the preceding paragraph,but shareholders representing more than one-third of issued shares of the Company attend the meeting, tentative resolution may be passed in accordance with Article 175, Paragraph 1 of the Company Act. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a Shareholders' meeting within one month.In the event of a virtual shareholders’ meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6. (Omitted hereunder) |
meeting, shareholders wishing to attend the meeting online shall be register with the Company. Therefore, Paragraph 3 is amended. |
|
| Article 11 | (To make a speech by shareholder) (Paragraph 1-6 are omitted) |
(To make a speech by shareholder) (Paragraph 1-6 are omitted) Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply. |
To specify the procedures and restrictions for raising questions during the virtual meeting, Paragraph 7 is added. |
| Article 13 | (Voting of proposals, Voting monitoring and Voting Counting) (Paragraph 1-3 are omitted) A shareholder who exercises his/her voting right through written or electronic methods and in case a shareholder attends the shareholders' meeting in person, he/she/it shall, two (2) day prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind |
(Voting of proposals, Voting monitoring and Voting Counting) (Paragraph 1-3 are omitted) A shareholder who exercises his/her voting right through written or electronic methods and in case a shareholder attends the shareholders' meeting in personor online,he/she/it shall, two (2) day prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind |
1. To specify that after shareholders exercising their votes rights in writing or electronically, if they wish to attend the shareholders' meeting online, they shall first cancel them in the same way as exercising their voting rights, and hence amend Paragraph 4. 2. When the Company convenes a virtual |
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| Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|
| his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail. (Paragraph 5-9 are omitted) |
his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail. (Paragraph 5-9 are omitted) When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting. In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately. When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights |
shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends. Therefore, Paragraph 9 and 10 are added. 3. When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. Therefore, Paragraph 11 is added. 4. Accordance with the Jing-Shang-Zi-No. 10102404740and 10102414250 letter of the Ministry of Economic Affairs, based on the principle of fair treatment, written voting shall also follow the normative spirit of the electronic voting in order to protect the rights and interests of shareholders. Therefore, Paragraph 12 is added to specify that shareholders who exercise their voting rights in writing or electronically, if they do not revoke their intentions, will still be allowed to vote. They |
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| Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|
| on amendments to the original proposal. | may register to participate in the shareholders’ meeting by video, but they may not vote on the original proposal or the amendment to the original proposal, except for the extemporary motion and the right to vote. |
||
| Article 16 | (Meeting minutes and signing items) (Paragraph 1-3 are omitted) |
(Meeting minutes and signing items) (Paragraph 1-3 are omitted) Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online. |
To comply with the amendment of the regulations. Addition to this Article. |
| Article 17 | (To make external announcement) On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. (Omitted hereunder) |
(To make external announcement) On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitatio~~n and,~~the number of shares represented by proxiesand the number of shares represented by shareholders attending the meeting by correspondence or electronic means,and shall make an express disclosure of the same at the place of the shareholders’ meeting.In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 |
To comply with the amendment of the regulations. Revision to this Article. |
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| Article No. | Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|---|
| minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. (Omitted hereunder) |
||||
| Article 20 | (Disclosure of information at virtual meetings) In the event of a virtual shareholders meeting, the Company shall disclose real- time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned. |
In order to allow attending shareholders to know the voting and election results of each proposal immediately, regulate the sufficient time for information disclosure. Therefore, this Article is added. |
||
| Article 21 | (Location of the chair and secretary of virtual-only shareholders meeting) When the Company convenes a virtual- only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order. |
To comply with the amendment of the regulations. Addition to this Article. |
||
| Article 22 | (Handling of disconnection) In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to |
To comply with the amendment of the regulations. Addition to this Article. |
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| Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|
| natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session. For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors. When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares |
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| Article No. | Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|---|
| represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting. When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph. |
||||
| Article 23 | (Handling of digital divide) When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. |
In considering digital divide the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online, such as exercising voting rights in writing or providing shareholders with the necessary equipment to rent the meeting. |
||
| Article 24 | All matters not fully provided for in these Rules shall be in accordance with the provisions of the Company Act and other related laws and regulations. |
In conjunction with this update, the order of the articles will be adjusted. |
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| Article No. | Article No. | The Current Article | The Amended Article | Reasons forAmendment |
|---|---|---|---|---|
| Article 25 | The Rules shall be enforced by resolution of shareholders meeting; the same shall apply to any amendment hereto. |
In conjunction with this update, the order of the articles will be adjusted. |
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Attachment 8
List of the Candidates of Directors (including five Independent Directors)
| Title | Name | Educational background and Major experience | Shareholdings (shares)* |
|---|---|---|---|
| Director | Hung, Jin-Yang (洪進揚) |
Educational background MBA, Columbia University, Department of Business Administration, USA Major experience Chairman and CEO, Innolux Corporation Associate Vice President, Foxconn Group President, TCC International Holdings Limited Managing Director, BNP Paribas Asset Management Executive Director, Goldman Sachs Group, Inc . |
1,116,752 |
| Director | Wang, Jyh-Chau (王志超) |
Educational background M.S., Materials Engineering, National Tsing -Hua University, Taiwan Major experience Chairman, Innolux Corporation Foundation Chairman and CEO, Innolux Corporation Director, InnoCare Optoelectronics Corporation Vice President, Chi Mei Optoelectronics Corporation Vice President, CHILIN TECHNOLOGY CO., LTD. Deputy Plant Director, Unipac Optoelectronics Corp. Associate Research Fellow, Material Research laboratories, ITRI |
168,000 |
| Director | Yang, Chu-Hsiang (楊柱祥) |
Educational background M.S., Chemical Engineering, National Central University, Taiwan Major experience Chairman, InnoCare Optoelectronics Corporation Director, FI Medical Device Manufacturing Co., Ltd. Director, Epileds Technologies, Inc. Director, INStek Corporation President and COO, Innolux Corporation Associate Vice President, Chi Mei Optoelectronics Corporation Deputy Section Manager, Chunghwa Picture Tubes, Ltd. |
1,871,337 |
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| Title | Name | Educational background and Major experience | Shareholdings (shares)* |
|---|---|---|---|
| Director | Ting, Chin-Lung (丁景隆) |
Educational background M.S., Graduate Institute of Electronics Engineering, National Taiwan University, Taiwan Major experience Chairman, PanelSemi Corporation Chairman, CarUX Technology Inc. Chairman, GIO Optoelectronics Corp. Chairman, Ningbo CarUX Technology Ltd. Director, CarUX Holding Limited Director, CarUX Technology Pte. Ltd. Director, Double Star Inc. Director, Innolux Japan Co., Ltd. Director, Innolux Optoelectronics Philippines CORP. Executive Vice President, Innolux Corporation Vice President, Chi Mei Optoelectronics Corporation Manager, Unipac Optoelectronics Corp. |
1,142,063 |
| Independent Director | Hsieh,Chi-Chia (謝其嘉) |
Educational background Ph. D of Mechanical Engineering, Santa Clara University, USA Major experience Chairman, Microelectronics Technology, Inc. Chairman, IQE Taiwan Corporation Chairman, Jupiter Network Corp. Chairman, Taicom Capital Limited Chairman, Welltop Technology Co. Ltd. Independent Director, Innolux Corporation Director, Advanced Wireless Semiconductor Company Director, Bright LED Electronics Corp. Director, Henan Bright Crystal Company Limited Director, Sasson International Holdings Inc. Director, Taiwan Cement Corporation Director, KOPIN CORP. Director, KoBrite Corp. Director, Bright Crystal Company Limited Director, Jiang Yang Technology (Wuxi) Co., Ltd. Director, TMC Limited |
0 |
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| Title | Name | Educational background and Major experience | Shareholdings (shares)* |
|---|---|---|---|
| Independent Director | Wu, Chih-I (吳志毅) |
Educational background Ph.D., Electrical Engineering, Princeton University, USA M.S., Physics, Northwestern University, USA B.S., Physics, National Taiwan University, Taiwan Major experience Professor, Department of Electrical Engineering & Graduate Institute of Electro-Optical Engineering, National Taiwan University Vice President,ITRI |
0 |
| Independent Director | Wu, Jhih-Wei (吳志偉) |
Educational background MBA, California State University, USA Major experience Independent Director, Cathay Real Estate Development Co., Ltd. Independent Director, Preferred Bank (CA) Director, Longchen Paper & Packaging Co., Ltd. Independent Director, Les enphants Co., Ltd. Supervisor, Taiwan Farm Industry Co., Ltd. Director, HEMATECH BIOTHERAPEUTICS INC. Chairman, Zhide Investment Co., Ltd. (至德投資股份有限公司) CEO, Credit Suisse AG Executive Chairman, Standard Chartered Bank |
0 |
| Independent Director | Shen, Shin-Bei (申心蓓) |
Educational background LL.M., University of Southern California, USA Major experience Legal and Human Resources Director, WPD TAIWAN ENERGY CO., LTD. Advisor, TSAR & TSAI Law Firm Prosecutor, District Prosecutors Office, Ministry of Justice, Taiwan |
0 |
| Independent Director | Huang,Chi-Mo (黃啓模) |
Educational background M.S., Department of Electrical Engineering, National Tsing -Hua University, Taiwan Major experience Supervisor, Asmeditron Inc. Independent Director, Solid State System Company Limited Director, INT TECH (HK) Co., Limited Chairman, ILI TECHNOLOGY CORP. Vice President of R&D, Infineon Taiwan Technologies Co., Ltd. |
0 |
-
Shareholdings as of April 26, 2022.
-
78 -
Attachment 9
Details of the Duties Subject to Releasing the Candidates of Directors (Independent Directors) from Non-competition
| Title | Name | Currently essential positions inother companies |
|---|---|---|
| Director | Wang, Jyh-Chau (王志超) |
Director, InnoCare Optoelectronics Corporation |
| Director | Yang, Chu-Hsiang (楊柱祥) |
Chairman, InnoCare Optoelectronics Corporation Director, FI Medical Device Manufacturing Co., Ltd. Director, Epileds Technologies, Inc. Director,INStek Corporation |
| Director | Ting, Chin-Lung (丁景隆) |
Chairman, PanelSemi Corporation Chairman, GIO Optoelectronics Corp. Director,Double Star Inc. |
| Independent Director | Hsieh,Chi-Chia (謝其嘉) |
Chairman, Microelectronics Technology, Inc. Chairman, IQE Taiwan Corporation Chairman, Jupiter Network Corp. Chairman, Taicom Capital Limited Chairman, Welltop Technology Co. Ltd. Director, Advanced Wireless Semiconductor Company Director, Bright LED Electronics Corp. Director, Henan Bright Crystal Company Limited Director, Sasson International Holdings Inc. Director, Taiwan Cement Corporation Director, KOPIN CORP. Director, KoBrite Corp. Director, Bright Crystal Company Limited Director, Jiang Yang Technology (Wuxi) Co., Ltd. Director,TMC Limited |
| Independent Director | Wu, Jhih-Wei (吳志偉) |
Independent Director, Cathay Real Estate Development Co., Ltd. Independent Director, Preferred Bank (CA) Director, Longchen Paper & Packaging Co., Ltd. Independent Director, Les enphants Co., Ltd. Supervisor, Taiwan Farm Industry Co., Ltd. Director, HEMATECH BIOTHERAPEUTICS INC. Chairman, Zhide Investment Co., Ltd.(至德投資股份有限公司) |
| Independent Director | Huang,Chi-Mo (黃啓模) |
Independent Director, Solid State System Company Limited Director, INT TECH (HK) Co., Limited Supervisor,Asmeditron Inc. |
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Appendix 1
InnoLux Corporation Rules of Shareholders’ Meeting
Article 1 In order to establish the good governance system for the shareholders’ meeting of the Company, to construct supervision function and intensify management efficiency, to draw up this Rules in accordance with Section 5 of Corporate Governance Best-Practice Principles for Listed and OTC Companies for compliance with.
Article 2 Except as otherwise provided for in laws or Articles of Incorporation, the meeting rules of shareholders meeting of the Company shall be in accordance with these Rules.
Article 3[(To convene shareholders meeting and meeting notice) ] A shareholders meeting of the Company shall, unless otherwise provided for in laws and regulations, be convened by the board of directors.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a preferred shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the preferred shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.
Matters related to election or dismissal of directors, changes in the Articles of Incorporation, capital reduction, application for suspension of public offering, director non-compete clause, capital increase from earnings, capital increase from surplus, company dissolution, merger, split or the clauses in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, should be listed in the purposes for convening the meeting, and shall not proposed by an extemporary motion. The content may be posted on websites designated by the competent securities authority or the Company, and the website should ce clearly stated in the notice.
The convening of the shareholders' meeting has stated the full re-election of directors and the date of appointment. After the election of the shareholders' meeting is completed, the same meeting shall not change its appointment date by temporary motion or other means.
A shareholder holding at least one percent of the total number of issued shares may propose in writing a motion to the Company for the regular shareholders' meeting, but limited to one motion only, and any proposal exceeding one motion shall not be included in the agenda. In addition, the Board of Directors must not include the motion proposed by shareholder under any circumstances set forth in Article 172-1, Paragraph 4 of the Company Act. A shareholder may propose a motion to urge the Company to promote public interest or fulfill its social responsibilities, but shall be limited to one motion only in accordance with Article 172-1 of the Company Act and any proposal exceeding one motion shall not be included in the agenda.
Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days.
The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders' meeting where at his/her proposal is to be discussed and shall take part in the discussion of such proposal.
The Company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposals submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting to be convened.
Article 4[(To appoint a proxy to attend a shareholders' meeting and authorization) ]
A shareholder may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power
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of attorney printed by the Company stating therein the scope of power authorized to the proxy.
A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than five (5) days prior to the meeting date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
Article 5
Article 6
After the service of the power of attorney of a proxy to the Company, in case the shareholder intends to attend the shareholders' meeting in person, a proxy rescission notice shall be filed with the Company at least two (2) day prior to the date of the shareholders' meeting as scheduled in the shareholders' meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.[(Principle of convention place and time of shareholders’ meeting) ]
The place for convention of shareholders’ meeting shall be within a county or city where the Company is located, or a place where is convenient for attendance by shareholders and appropriate for convention of shareholders’ meeting. The time for commencement of a meeting may not be earlier than 9:00 AM or after 3:00 PM.[(The preparation of Documents) ] This Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Attending shareholders or the proxy appointed by a shareholder shall submit their attendance cards in substitution for signing of attendance. The number of attending shares shall be calculated based on the attendance cards submitted.
The Company shall submit to attending shareholders the meeting agenda, annual report, attendance card, comment slip, vote and other meeting materials; if there is an election of directors, shall attach separately ballot.
The shareholder shall have a register of attendance or other attendance certificate to attend shareholders’ meeting; Proxy solicitor of proxy solicitation shall take along identity certificate for checkup. When a juristic person acts as the proxy to attend a shareholders’ meeting, it can only appoint one person to attend the meeting. Article 7[(Chairperson of Shareholders meeting, person as a guest) ]
Where the shareholders’ meeting is convened by the board of directors, the Chairperson of the board of directors shall serve as Chairperson of the meeting. Where the Chairperson is on leave or is unable to exercise his/her powers for any cause, the vice chairperson shall act on his behalf. In case there is no vice chairperson, or the vice chairperson is also on leave or absent or unable to exercise his power and authority for any cause, the Chairperson of the board of directors shall designate one of the managing directors, or where there is no managing directors, one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairperson of the board of directors.
Where as for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the Chairperson of that meeting provided, however, that if there are two or more persons having the convening right, the Chairperson of the meeting shall be elected from among themselves.
The Company may appoint its attorney, accountant or other related personnel to attend a shareholders’ meeting. Article 8[(Sound or video recording of Shareholders’ meeting procedure) ]
The Company shall make full sound or video recording of the procedure of the shareholders meeting, which shall be preserved for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the Company shall keep minutes of the shareholders' meeting involved until the legal proceedings of the foregoing lawsuit have been concluded. Article 9[(The calculation of attending shares of shareholders meeting, and the calling for meeting) ] Attendance of shareholders meeting shall be calculated based on shares. The number of attending shares shall be calculated based on the attendance cards submitted, and the shares exercised in writing or by way of electronic transmission.
The Chairperson shall immediately announce the opening of the meeting when the starting time for the meeting arrives. However, where fewer than the number of the shareholders representing more than half of issued shares of the Company are in attendance, the Chairperson may announce that the meeting is postponed, and such postponed may not exceed two (2) times, total time for postponement may not exceed one (1) hour. Where the quorum is still not met after two (2) postponements, but shareholders representing more than one-third of issued shares of the Company attend the meeting, tentative resolution may be passed in accordance with Article 175, Paragraph 1 of the Company Act. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a Shareholders' meeting within one month.
In the event that the number of shareholders representing more than half of issued shares attends before the end of the said meeting, the Chairperson may submit the tentative resolution made for re-voting by the meeting in accordance with Article 174 of the Company Act.
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Article 10[(Discussion of proposals) ] Where the shareholders meeting is convened by the board of directors, the agenda shall be set by the board of directors. A meeting shall be preceded in accordance with the determined agenda, which may not be altered except by a resolution of the shareholders meeting.
The preceding paragraph applies on a mutatis mutandis basis where a shareholders meeting is convened by a person other than the board of directors who has right to convene a meeting.
Unless otherwise resolved at the Meeting, the Chairperson cannot announce the adjournment of the meeting before all discussion items (including extempore motions) listed in the agenda are resolved; if the chairperson declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, other members of the board of directors shall immediately assist the attending shareholders in accordance with statutory procedures to designate, by a majority of the voting rights represented by the shareholders attending the said meeting, one person as chairperson to continue the proceedings of the meeting. The shareholders cannot designate another person to server as chairperson and continue the meeting in the same or other place after the meeting is adjourned.
The Chairperson shall give full explanations and discussions on proposals and amendments or extempore motions submitted by shareholders, and the Chairperson may announce to end the discussion of any resolution and going into voting if the Chairperson deems it appropriate. Article 11[(To make a speech by shareholder) ] When a shareholder present at the meeting wishes to speak, a Speech Note shall be filled out with summary of speech, the shareholder’s number (or the number of attendance card) and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the Chairperson.
If any shareholder presents at the meeting submits a Speech Note but does not speak, no speech shall be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with contents of a Speech Note, the contents of actual speech shall prevail.
Unless otherwise permitted by the Chairperson, each shareholder shall not speak more than two times for each discussion item, each time not exceeding five (5) minutes. In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the Chairperson may stop the speech of such shareholder.
Unless otherwise permitted by the Chairperson and the shareholder in speaking, no shareholder shall interrupt the speeches of other shareholders; otherwise, the Chairperson may stop such interruption.
If a corporate shareholder designates two or more representatives to attend the meeting, only one representative can speak for each discussion item.
After the speech of a shareholder, the Chairperson may respond himself/herself or appoint appropriate person to respond.
Article 12[(Calculation of voting shares, avoidance) ] Voting of shareholders meeting shall be calculated on basis of shares. Resolution of shareholders meeting, the shares held by shareholders having no voting right shall not be counted in the total number of issued shares.
A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another shareholder.
Shares for which voting right cannot be exercised as provided in the foregoing Paragraph shall not be counted in the number of votes of shareholders present at the meeting.
Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
Article 13[(Voting of proposals, Voting monitoring and Voting Counting) ] Shareholder shall have one voting power in respect of each share in his/her/its possession; but the shares shall have no voting power under limitation or provided for in Article 179, Paragraph 2 of the Company Act.
When the Company convenes the shareholders’ meeting, the voting power at a shareholders' meeting may be exercised in writing or by way of electronic transmission, provided, however, that the method for exercising the voting power shall be described in the shareholders' meeting notice to be given to the shareholders if the voting power will be exercised in writing or by way of electronic transmission. A shareholder who exercises his/her/its 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 his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders' meeting.
Therefore, the Company will avoid proposing extemporary motion and revision of the original proposal.
Under the foregoing Paragraph, in case a shareholder elects to exercise his/her/its voting power in writing or by way of electronic transmission, his/her/its declaration of intention shall be served to the company no later than two (2) days prior to the scheduled meeting date of the shareholders' meeting, whereas if two or more declarations of the same intention are served to the company, the first declaration of such intention received shall prevail; unless an
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explicit statement to revoke the previous declaration is made in the declaration which comes later.
A shareholder who exercises his/her voting right through written or electronic methods and in case a shareholder attends the shareholders' meeting in person, he/she/it shall, two (2) day prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail.
Resolutions at a shareholders' meeting shall, unless otherwise provided for in Company Act and Articles of Incorporation of the Company, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. In the process of resolution, the
Chairperson or other person designated by the Chairperson shall announce the total number of voting shares of the attending shareholders for each discussion item.
After such announcement is made, the shareholders will vote for each discussion item and the Company will enter the result of consent, objection, and waiving his/her/its right of the shareholders into the MOPS upon the same day of the convening of the shareholders meeting.
If there is amendment to or substitute for a discussion item, the Chairperson shall decide the sequence of voting for such discussion item, the amendment or substitute. If any one of them has been adopted, the others shall be deemed voted and no further voting is necessary.
The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the Chairperson. The person(s) checking the ballot shall be a shareholder.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. Article 14 The reporting items and non-proposals shall not be put to discussion or resolution. Article 15[(Election Items) ] The election of directors at the shareholders meeting shall be in accordance with the regulations governing the election of directors made by the Company, and shall announce the election results on the spot, including the elected name list of the directors and the elected numbers of votes.
The ballots for the preceding election items shall be sealed and signed by monitoring staff, and shall be kept properly for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the company shall keep the minutes of the shareholders’ meeting involved until the legal proceedings of the foregoing lawsuit have been concluded. Article 16[(Meeting minutes and signing items) ]
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 chairperson of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of shareholders' meeting may be effected by means of electronic transmission.
With regard to the Company offering its shares to the public, the distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be effected by means of a public notice through entering into MOPS.
The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the
chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting, The voting results (including statistical weights) are recorded. When there are elected directors, the number of votes for each elected person shall be disclosed. The minutes shall be kept persistently throughout the life of the company.
- Article 17[(To make external announcement) ]
The number of shares solicited by Proxy Solicitor and the number of shares entitled to Proxy Agent; the Company shall, on the date of shareholders meeting, compile a statistical statement according to the statutory form, and shall make an express disclosure of the same at the site of the shareholders meeting.
If a resolution adopted by shareholders meeting is Material Information provided for in laws & regulations, Taiwan Stock Exchange Corporation, the Company shall within statutory time-limit to inputting the information into MOPS.
Article 18[(To keep order in the Meeting Place) ]
Administrative staff in charge of organizing the shareholders meeting shall wear identification badges.
The Chairperson may conduct the disciplinary officers or the security guards to assist in keeping order of the meeting place. Such disciplinary officers or the security guards shall wear “Disciplinary Officers” badges or identification cards.
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If the meeting place is equipped with amplifier, the Chairperson may restrain shareholder from speaking when he/she make speech by means of other equipment, which is not equipped by the Company.
When a shareholder violates these Rules and disobeys the Chairperson’s correction, interferes with the proceeding of the meeting and disobeys after being prohibited, the Chairperson may direct disciplinary officers or the security guards to take the person away from the meeting place.
Article 19[(Intermission, Continuance of Meeting) ] During the meeting, the Chairperson may, at his/her discretion, set time for intermission. In case of incident of force majeure, the Chairperson may decide to temporarily suspend the meeting and announce, depending on the situation, when the meeting will resume.
Before all discussion items (including extempore motions) listed in the agenda are resolved, if the meeting place cannot be continually used, the shareholders meeting may seek for other place to continue the meeting.
In accordance with Article 182 of the Company Act, the shareholders meeting may resolve to postpone the meeting for not more than, or to reconvene the meeting within, five days.
The Chairperson may conduct the disciplinary officers or the security guards to assist in keeping order of the meeting place. Such disciplinary officers or the security guards shall wears badges marked “Disciplinary Officers” for identification purpose.
- Article 20 All matters not fully provided for in these Rules shall be in accordance with the provisions of the Company Act and other related laws and regulations.
Article 21 The Rules shall be enforced by resolution of shareholders’ meeting; the same shall apply to any amendment hereto.
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Appendix 2
Articles of Incorporation of InnoLux Corporation
Chapter I—General Provisions
Article 1 The Company is organized under the provisions of company limited by shares in accordance with the Company Act and is named " 群創光電股份有限公司 ". The English name of the Company is Innolux Corporation. Article 2 The scope of business of the Company shall be as follows: (1) CC01080 Electronic Parts and Components Manufacturing (2) F401010 International Trade (3) CC01010Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing (4) CC01090 Batteries Manufacturing (5) IG03010 Energy Technical Services (6) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing (7) I501010 Product Designing (8) F401021 Restrained Telecom Radio Frequency Equipments and Materials Import 【1.Wireless launch manager. 2. Wireless Transmitter-Receive. 3. Wireless Receiver. 4. Industrial, scientific and medical irradiation machines. 5 other machines can be used for the manufacture of wireless radiant energy. 】
(9) CF01011 Medical Materials and Equipment Manufacturing (10) CB01010 Machinery and Equipment Manufacturing (11) CE01030 Photographic and Optical Equipment Manufacturing (12) CQ01010 Die Manufacturing (13) E603050 Cybernation Equipments Construction (14) E604010 Machinery Installation Construction
(15) I301010 Software Design Services (16) C901020 Glass and glass made products manufacturing (17) C801100 Synthetic Resin & Plastic Manufacturing (18) C805070 Strengthened Plastic Products Manufacturing (19) C801990 Other Chemical Materials Manufacturing
(20) ZZ99999 The Company may conduct business other than those specified ones, as long as such business is not prohibited or restricted by laws or regulations.
(No 16 to 20 are limited to done within the Science Park)
【 To research, develop, design, manufacture and sell the products as follows:
-
TFT-LCD panel
-
LCD module 3. LTPS TFT-LCD panel and module 4. OLED panel and module 5. Touch panel and its parts 6. LED backlight source 7. Thin Film Solar Cells, module and system 8. Wafers, cells and module of Silicon Wafers Solar Cells 9. Liquid Crystal Display and its system 10.Mobile Display Module 11.Color Filter 12.Low temperature poly-silicon -Si Thin Film Transistors: LTPS TFT LCD 13.Amorphous silicon: a-Si TFT LCD and system 14. TFT liquid crystal module automatic assembly equipment 15.The import and export trade business in relation to the above-mentioned products.】
Article 3 The headquarter of the Company is located in Shinchu Science-based Park and the Company may establish branch offices within or outside the territory of the Republic of China pursuant to resolution of board of directors’ meeting and the approval of the competent authority, if necessary.
Chapter II—Shares
Article 4 The registered capital of the Company shall be one hundred and twenty billion (NT$120,000,000,000), divided into eleven billion (12,000,000,000) shares (of which five billion to be reserved for the use of employees’ share subscription warrants), and may issue special shares, with a par value of ten New Taiwan Dollars, to authorize Board of Directors at their discretion to issue separately
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ordinary shares or special shares.
Article 4-1 The rights, obligations and other main issue conditions regarding the issued registered Class A convertible special/preferred shares are as follows:
-
The dividend rate is 3.8% per annum which shall be calculated based on the actual issue price and will be distributed in cash once a year, and after the ratification of financial statements by annual shareholders’ meeting, the board of directors will set a record date for the distribution of dividend to be entitled in last year. Dividend entitled in issuance year and buyback year shall be calculated and distributed based on the number of actual issue days.
-
In the year that the Company has earned surplus after it makes payment of taxes, makes up losses, and set aside legal profit reserve and special reserve, the Class A shareholders of Class A convertible special shares shall have preferential right to distribution of special/preferred shares’ dividends for the remaining sum. In addition to the special/preferred shares’ dividends above, the shareholders of special/preferred shares shall not participate in the allocation of other surplus of the Company.
-
In the years that the Company has no surplus earnings or the surplus earnings is not sufficient for distribution of all dividends to Class A special shares, undistributed and insufficient dividends of such year shall be made up preferentially based on compound interest in the following year in which the Company has surplus earnings, together with the dividends of that year. But upon the expiration of issuance period, the accumulated outstanding dividends of special/preferred shares shall be made up at a time on the expiration of issuance period.
-
The issuance period of special/preferred shares is three years, at maturity these special/preferred shares will be redeemed in cash at a time based on issue price plus accumulated outstanding dividends. In case when the expiration date comes the Company is unable to redeem all or partial of special/preferred shares due to objective causes or force majeure, the rights attached to unredeemed special/preferred shares shall be still in accordance with issue conditions of this Issuance Rules until the Company completes all redemption, and the dividends will be calculated upon the original dividend rate during the actual extended period.
-
The shareholders of special/preferred shares may convert their special/preferred shares into ordinary shares with the same number of shares in accordance with “Issuance and Conversion Rules of Class A Registered Convertible Special Shares” determined by the Board of directors at the time of issue. In that current year that special/preferred shares converted, such shareholder shall not be entitled to participate in the allocation of special/preferred shares’ dividends.
-
This special/preferred shares’ right to allocation of residual assets shall rank before that of ordinary shares, to the extent that dissolution preference shall not exceed the total issuance amount.
-
The shareholders of special/preferred shares are not entitled to vote or to elect directors in a general meeting of shareholders; but such shareholders can be elected as director.
-
When the Company capitalizes its capital reserve derived from cash capital increase of ordinary shares at a premium, the shareholders of special/preferred shares shall not participate in the allocation of such capitalization of capital reserve. But when the Company capitalizes it capital reserve derived from special/preferred shares issued at premium, the shareholders of special/preferred shares may allocate jointly with shareholders of ordinary shares in proportion to their respective shareholding.
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The board of directors is authorized to determine “Issuance and Conversion Rules of Class A Registered Convertible Special Shares” at the time of actual issuance for governing other related matters.
Article 4-2 For the issuance of employee stock option of the Company at a price less than market price, such issuance shall be in accordance with “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” and shall be adopted by a resolution of shareholders’ meeting.
If the Company transfers the buyback shares to its employees at a price less than average price of actual buyback price, such transfer shall be in accordance with related regulations and shall be adopted by a resolution of its latest shareholders’ meeting.
The Company’s bought-back treasury shares are assigned or transferred to subsidiary company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and methods of transfer.
The Company’s share subscription warrants are entitled to subordinate company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and issuance methods.
When the Company issues new share, the new shares are entitled to subsidiary company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and methods of obtaining.
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| The Company’s restricted stocks are entitled to subsidiary company employees meeting specific | |
|---|---|
| requirements. The Board of Directors are delegated to decide such requirements and distribution | |
| methods. | |
| Article 5 | The total amount of investment of the Company shall not be subject to the restrictions of 40% of the |
| amount of its own paid-in capital under Article 13 of the Company Act. | |
| Article 6 | The Company may be exempted from printing any share certificate for the shares issued, but shall |
| appoint a centralized securities custody enterprise/institution to make recordation of the issue of such | |
| shares. | |
| Article 7 | The shareholder services of the Company shall be coped with in accordance with “Regulations |
| Governing the Administration of Shareholder Services of Public Companies” proclaimed by the | |
| competent authority. | |
| Chapter III: | Shareholders’ Meeting |
| Article 8 | Shareholders' meeting of the Company shall be of the following two kinds: |
| 1. Regular meeting of shareholders: shall be convened within six months after close of each fiscal | |
| Year. | |
| 2. Special meeting of shareholders: to be held when necessary. | |
| Article 9 | The Chairperson of the Company shall act as the chairperson of the shareholders’ meeting. In case |
| the chairperson of the board of directors is on leave or absent or cannot exercise his/her power and | |
| authority for any cause, he/she shall designate one of the directors to act on his/her behalf. In the | |
| absence of such a designation by the Chairperson, the directors shall elect from among themselves an | |
| acting chairperson of the board of directors. | |
| Article 10 | In case a shareholder is unable to attend shareholders’ meeting for any cause, a shareholder may |
| appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney | |
| printed by the company stating therein the scope of power authorized to the proxy. | |
| Unless as prescribed in the Company Act, the rules for the shareholder to appoint a proxy to attend | |
| the shareholders' meeting shall be in accordance with “Regulations Governing the Use of Proxies for | |
| Attendance at Shareholder Meetings of Public Companies” | |
| Article 11 | Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be |
| adopted by a majority vote of the shareholders present, who represent more than one-half of the total | |
| number of voting shares. | |
| Chapter IV: | Directors, Audit Committee and Managerial Personnel |
| Article 12 | The Company shall have five to nine directors for a term of three years. The candidates’ nomination |
| system is adopted by the Company, the directors shall be elected by shareholders’ meeting from the | |
| roster of candidates, and he/she may be eligible for re-election. The number of directors shall be | |
| decided by the board of directors. | |
| In the process of electing directors at a shareholders' meeting, the number of votes exercisable in | |
| respect of one share shall be the same as the number of directors to be elected, and the total number of | |
| votes per share may be consolidated for election of one candidate or may be split for election of two or | |
| more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be | |
| deemed a director elect. | |
| Article 12-1 | Pursuant to Article 14-2 of Securities and Exchange Act, among of the number of directors above, at |
| least three of which shall be independent directors, and not less than one-fifth of the total number of | |
| directors. In case a candidate nomination system is adopted, the shareholders’ meeting shall elect the | |
| directors from among the nominees listed in the roster of director candidates. | |
| Article 13 | The board of directors is organized by directors, having their duties and powers as follows: |
| 1. To compile operating plans | |
| 2. To submit the surplus earning distribution or loss off-setting proposals | |
| 3. To submit capital increase or decrease proposal | |
| 4. To compile the important by-laws and organization rules of the Company | |
| 5. The appointment or discharge of general manager | |
| 6. To approve the execution of the important contracts | |
| 7. To check and ratify the purchase and disposal of the important assets of the Company | |
| 8. To establish or dissolve branches | |
| 9. To compile the budget and final accounting | |
| 10. Other authorities under the Company Act or resolutions of shareholders’ meeting. | |
| The Company may purchase liability insurance for its directors within the term and the for the | |
| compensation liability incurred from and within he/her business scope. | |
| Article 13-1 | The remuneration of directors shall be determined by the board of directors according to their |
| participation level and contribution value, and shall compare standard of the same industry. However, in | |
| no event shall the total payment per month exceed NT$ 500,000. |
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| Article 13-2 | In calling a meeting of the board of directors, a notice shall be given to each director no later than 7 |
|---|---|
| days prior to the scheduled meeting date in writing, by way of electronic methods or facsimile. | |
| In the case of emergency, the meeting may be convened at any time. | |
| Article 14 | The board of directors shall elect a chairperson from among the directors by a majority vote at a |
| meeting attended by over two-thirds of the directors. The chairperson represents the Company | |
| externally. | |
| Article 14-1 | The board of directors may institute a position of vice-chairperson who shall be elected from among |
| the directors by a majority vote at a meeting attended by over two-thirds of the directors. | |
| Article 15 | A meeting of board of directors shall, unless otherwise provided for in the Company Act, be |
| convened by the chairperson of the board of directors. Unless otherwise provided for in the Company | |
| Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting | |
| attended by a majority of the directors. | |
| Article 16 | The chairperson shall preside the meeting of the board of directors; in case the chairperson of the |
| board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, the | |
| chairperson of the board of directors shall designate one of the directors to act on his/her behalf. In the | |
| absence of such a designation by the chairperson, the directors shall elect from among themselves an | |
| acting chairperson of the board of directors. Each director shall attend the meeting of the board of | |
| directors in person, in case a director is unable to attend the meeting of the board of directors for any | |
| cause, he/she may appoints another director to attend a meeting of the board of directors in his/her | |
| behalf. A director may accept the appointment to act as the proxy referred to in the preceding Paragraph | |
| of one other director only. | |
| A meeting of the board of directors can be held via visual communication network, and then the | |
| directors taking part in such a visual communication meeting shall be deemed to have attended the | |
| meeting in person. | |
| Article 17 | The Company establishes audit committee according to Article 14-4 of the Securities and Exchange |
| Act and to shall be composed of the entire number of independent directors. | |
| The duty and power of the audit committee and other rules to be followed shall abide by relevant | |
| regulations or rules of the company. | |
| Article 18 | The Company may have managerial personnel, the appointment and discharge and the |
| remuneration of the managerial personnel shall be decided in accordance with the provisions of the | |
| Company Act. | |
| Chapter V: | Accounting |
| Article 19 | The fiscal year of the Company shall be from January 1 to December 31 every year. At the close of |
| each fiscal year, the Company shall deal with final accounts. | |
| Article 20 | At the close of each fiscal year, the board of directors of the Company shall prepare the following |
| statements and records and forward to general meeting of shareholders according to legal procedure for | |
| ratification: | |
| 1. The operating report | |
| 2. The financial statements; and | |
| 3. The surplus earning distribution or loss off-setting proposals. | |
| Article 21 | The distribution of employees' compensation shall not be lower than 5% of and the directors’ |
| compensation shall not be higher than 0.1% of the current year pre-tax income before deducting the | |
| distributable employees’ and directors’ compensation of the Company. However, the Company's | |
| accumulated losses shall have been covered. | |
| The company shall, by a resolution adopted by a majority vote at a meeting of board of directors | |
| attended by two-thirds of the total number of directors, have the profit distributable as employees' | |
| compensation distributed in the form of shares or in cash and have the profit distributable as director’s | |
| compensation in the form of cash; and in addition thereto a report of such distribution shall be | |
| submitted to the shareholders' meeting. | |
| The target to be distributed employees’ compensation in the form of shares or cash may include | |
| employees of subsidiary companies who conform to certain criteria. Relevant regulations shall be | |
| authorized to be prescribed by the board of directors. | |
| Article 21-1 | The annual net profits of final accounts of the Company shall make up for loss first, shall secondly |
| appropriate 10% of profit as legal reserve (however, if legal reserve reaches the total capital amount | |
| shall not apply), to make an appropriation of another sum as special reserve or make an reversal of | |
| special reserve in accordance with laws and regulation, to distribute dividend for special/preferred | |
| shares, and to add into the profit not yet distributed before, the allocation proposal shall be prepared by | |
| the board of directors and be submitted to and resolved by the shareholders’ meeting. | |
| The Company shall set aside to special reserve, from prior period’s undistributed earnings, an | |
| amount equal to net dedeuctions from other equity. If the amount is not sufficient, the Company should |
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further set aside from the current period’s net profits plus other items to be included in the current period’s undistributed earnings.
Depending on the Company’s long-term financial planning, investment environment, industry competition, capital expenditure budget, funding requirements and protection of shareholders’ equity, dividends should be paid at paid at a rate of no less than 20% of the current year’s distributable earnings; however, if the distributable earnings are less than 2% of the paid-in capital, the Company may resolve to transfer the entire amount to retained earnings without distribution. For earnings distribution, cash dividends are preferred but it may also be in form the stock dividends, with no less than 50% of earnings to be distributed with cash dividends.
The aforementioned dividend distribution percentage may be adjusted based on financial business and operating factors. Article 22 The allocation of shareholders’ dividends shall be given to shareholders whose name are registered in shareholders’ roster within 5 days prior to the record date fixed for distribution of dividends and bonus.
Chapter VI: Supplementary Provisions
Article 23 Under the business requirement, the Company may handle external guaranty affairs in accordance with Procedures for Endorsements and Guarantees of the Company. Article 24 The organization rules of the Company and procedure guidelines of business operation shall be made separately. Article 25 In regard to all matters not provided for in this Articles of Incorporation, the Company Act shall govern. Article 26 This Articles of Incorporation was made by all promoters on November 21, 2002. The first amendment was made on March 21, 2003, the second amendment was made on May 19, 2004, the third amendment was made on December 10, 2004, the fourth amendment was made on June 28, 2005, and the fifth amendment was made June 16, 2006. The sixth amendment was made on June 13, 2007. The seventh amendment was made on June 13, 2008. The eighth amendment was made on June 19, 2009. The ninth amendment was made on January 6, 2010. The tenth amendment was made on June 29, 2010. The eleventh amendment was made on June 28, 2011. The twelfth amendment was made on June 29, 2012. The thirteenth amendment was made on November 14, 2012. The fourteen amendment was made on June 19, 2014. The fifteenth amendment is on June 8, 2015. The sixteenth amendment is on June 24, 2016. The seventeenth amendment is on June 20, 2017. The eighteenth amendment is on June 20, 2018. The nineteenth amendment is on June 20, 2019. The 20th amendment was made on July 1, 2021.
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Appendix 3
InnoLux Corporation Election Rules of Directors
| Article | 1 | The election of directors of the Company, unless otherwise provided by the laws or in the Articles |
|---|---|---|
| of Incorporations, shall in all cases be in conducted in accordance with these Rules. | ||
| Article | 2 | The election of directors shall adopt a single disclosed cumulative voting method, in the process of |
| electing directors, each share represents a weighted number of voting rights equivalent to the number of | ||
| directors to be elected; such voting rights may be exercised to collectively elect a single candidate or | ||
| may be distributed among several candidates. The registration of electors’ name may be substituted for | ||
| the number of attendance card printed on votes. | ||
| Article | 3 | Upon the beginning of the election, the chairperons shall appoint a number of persons to perform |
| the respective duties of vote monitoring and counting personnel. | ||
| Article | 4 | The number of directors of the Company shall be in accordance with the number of available seats |
| prescribed in the Articles of Incorporation of the Company. Those candidates with the greatest numbers | ||
| of ballots representing voting rights shall be elected as directors in order of number of ballots received. | ||
| In case two or more persons have received the same number of voting right, and the number of persons | ||
| would exceed the prescribed number of available seats, the persons with the same number of voting | ||
| rights shall draw lots to decide election; the Chairman shall draw lots on behalf of any selected person | ||
| who are not present. | ||
| Article | 5 | The directors’ election of the Company shall conduct according to the candidates’ nomination |
| system and procedure pursuant to Article 192-1 of the Company Act. | ||
| Article | 6 | Non-independent and independent directors shall be elected at the same time, but in separately |
| calculated numbers of independent director, non-independent director and candidate to whom the | ||
| ballots cast represent a prevailing number of votes shall be in respectively elected in order. | ||
| Article | 7 | The board of directors shall prepare and distribute separate ballots according |
| Page 2 of 2 | ||
| to the attendance card number; one person shall have one vote, the ballots shall be distributed in | ||
| numbers corresponding to person to be elected. The number of voting rights of each shareholder shall | ||
| be specified on each ballot. | ||
| Article | 8 | Voters may choose from the "candidate" lists compiled by the Company and make the choice in the |
| "Candidate" column of each ballot. | ||
| Article | 9 | A ballot is invalid under any of the following circumstances: |
| (1) The ballot was not prepared according to the rules under Article 7. | ||
| (2) A ballot is not placed in the ballot box. | ||
| (3) A blank ballot not filled in by the voter. | ||
| (4) The candidate was filled in for more than two people. | ||
| (5) The writing is unclear and indecipherable. | ||
| (6) In addition to those on the "candidates" lists compiled by the Company, other words are | ||
| included. | ||
| Article | 10 | The voting rights shall be calculated on site immediately after the end of the poll, and the results of |
| the calculation shall be announced by the chairperons on the site. | ||
| Article | 11 | Each director-elect will be awarded respectively election notice by Board of Directors. |
| Article | 12 | These Rules and any amendments hereto shall be implemented after approval by a shareholders |
| meeting. | ||
| Article | 13 | These Rules was made on May 19, 2004. The first amendment was made on June 13, 2007. The |
| second amendment was made on June 29, 2012. The third amendment was made on June 8, 2015. The | ||
| fourth amendment wad made on June 24, 2016. The 5th amendment was made on July 1, 2021. |
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Appendix 4
InnoLux Corporation Shareholding Table of All Directors
1. Details of the minimum shareholding requirements of all directors:
The minimum shareholding requirements of all directors, and shareholdings recorded on shareholdersregister by April 26, 2022.
Unit: Per share
| Unit: Per share | |||
|---|---|---|---|
| Title | Requisite Number of Shares to Held |
Number of Shares Recorded in the Shareholders’ Register |
Shareholding Ratio |
| Director | 160,000,000 | 177,595,971 | 1.68 |
2. Shareholding of All Directors:
Record date: April 26, 2022
Unit: Per share
| Unit: Per share | |||
|---|---|---|---|
| Title | Name | Number of Shares Registered in the Shareholders’ Register |
Shareholding Ratio |
| Chairman | Hung, Jin-Yang | 1,116,752 | 0.01 |
| Director | Wang, Jyh-Chau | 168,000 | - |
| Director | Hyield Venture Capital Co., Ltd. Representative: Yang, Chu-Hsiang |
176,311,219 | 1.67 |
| Director | Hyield Venture Capital Co., Ltd. Representative: Ting, Chin-Lung |
176,311,219 | 1.67 |
| Independent Director |
Hsieh, Chi-Chia | - | - |
| Independent Director |
Wang, Zhen-Wei | - | - |
| Independent Director |
Stanley Yuk-Lun Yim | - | - |
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