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KYEC AGM Information 2024

Jun 14, 2024

52090_rns_2024-06-14_d954bf7f-4e37-4f10-8d02-2c4d52b9fd26.pdf

AGM Information

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. King Yuan Electronics Co., Ltd

2024 Annual General Meeting Minutes

Convention Method: Physical Convention of Annual General Meeting

Time: Friday, May 31, 2024 9:00 a.m.

Location: 2F., No. 6, Yule St., Toufen City, Miaoli County (Conference Room 205, Grand Royal Hotel)

Attendants: Shareholdings of all shareholders and proxies are 1,049,359,509 in total which was 85.81 % in 1,222,745,065 outstanding shares.

Chairperson: Director & Chairman Chin-Kung Lee

Present Directors: Chin-Kung Lee, Chi-Chun Hsieh, Kao-Yu Liu, Kuan-Hua Chen, Semi Wang (Convener of Audit Committee), Dar-Yeh Hwang and Shi-Jer Sheen, as attended the shareholders meeting, which more than half of the eight directors.

Others:Mr. Shao-Pin Kuo, CPA, EY

  • Mr. Oliver Hung, Lee and Li, Attorneys-at-Law

  • Mr. Fong-Fu Chen, T&T International Law Office

Minute Recorder: Neil Chung

  • I. Announcement of meeting (Chairman announced that meeting began, after the aggregate shareholdings of the shareholders present in person or by proxy had reached the legal standard.)

  • II. Chairperson Remarks (omitted)

  • III. Reporting Items

  • The Company’s 2023 Business Overview.

    • Acknowledged
  • The Audit Committee's review of the Company's 2023 Financial Report. Acknowledged

  • The Company’s 2023 Distribution of Employee and Director Remuneration.

Acknowledged

  1. The Company’s amendment to the “Rules and Procedures for Board of Directors Meetings.”

Acknowledged

  • IV. Ratification Items

  • The Company’s 2023 Business Report and Financial Statement. Description:

1

  • (1) The Company’s 2023 Business Report and Financial Statement have been resolved on the 9th Meeting of the 15th Session of the Board and were audited by the Audit Committee with an issued audit report.

  • (2) Please refer to Attachment 1 concerning the business report, Audit Committee's audit report, and financial statement in the foregoing paragraph.

Voting Result: 1,049,359,509 shares were represented at the time of voting (including 860,561,381 shares voted via electronic transmission)

transmission)
Voting Results %of the total representation at the time
of voting
Votes in favor: 938,724,148 votes
(including 750,493,897 shares voted
via electronic transmission)
89.45%
Votes against: 176,684 votes
(including 176,684 shares voted
via electronic transmission)
0.01%
Votes invalid: 0 votes
(including
0
share
voted
via
electronic transmission)
0.00%
Votes abstained: 110,458,677 votes
(including 109,890,800 shares
voted via electronic transmission)
10.52%

This proposal was approved finally.

  1. The Company’s 2023 Distribution of Earnings.

Description:

  • (1) The Company’s 2023 distribution of earnings report has been resolved on the 9th Meeting of the 15th Session of the Board and was audited by the Audit Committee with an issued audit report.

  • (2) For the distribution of earnings report that was prepared in accordance with the provisions of the Company Act and the Company’s Articles of Incorporation, please refer to Attachment 2.

  • (3) If the Company made substantial investment using the undistributed earnings after the distribution of the 2023 earnings, the Company shall

2

apply for reduction of the amounts of undistributed earnings or refund of excess payment under the preferential taxation provisions stipulated in Article 23-3 of the “Statute for Industrial Innovation.”

Voting Result: 1,049,359,509 shares were represented at the time of voting (including 860,561,381 shares voted via electronic

transmission)

transmission)
Voting Results %of the total representation at the time
of voting
Votes in favor: 942,761,745 votes
(including 754,531,494 shares voted
via electronic transmission)
89.84%
Votes against: 86,314 votes
(including 86,314 shares voted via
electronic transmission)
0.00%
Votes invalid: 0 votes
(including
0
share
voted
via
electronic transmission)
0.00%
Votes abstained: 106,511,450 votes
(including 105,943,573 shares
voted via electronic transmission)
10.15%

This proposal was approved finally.

  • V. Election Items

  • By- election of the 15th Board of Directors.

  • Description:

  • (1) In accordance with Article 13 of the Company's Articles of Incorporation, the Company’s 15th-term Board of Directors is composed of nine directors (including three independent directors). Because of a vacancy in the Board, a by-election will be held at the 2024 Shareholders’ Meetings to fill the vacancy. The new director’s term will begin on May 31, 2024 and end on May 29, 2026.

  • (2) The Company has adapted the candidate nomination system in terms of election of directors, that directors shall be selected from the candidate list by shareholders. For education, experience and other relevant information of the candidates are as follow:

3

List of candidates of directors

No.
Type of
Candidate
Name of
Candidate
Education Experience Current Position Shares held
1 Director Gauss Chang Graduated
from
Department of
Physics, NCKU
Master of
Business
Administration
form
Saginaw Valley
State
University,USA

Executive
Vice
President
of KYEC
Senior Vice
President
of KYEC
President of KYEC
Chairman of King Long Technology
(Suzhou) Ltd.
Chairman of Suzhou Zhen Kun
Technology Ltd.
Chairman of KYEC USA Corp.
Chairman of KYEC SINGAPORE PTE.
LTD.
Chairman of KYEC Japan K.K.
3,051,294

Election Result:

Election Result:
name Numberofvotes note
Gauss Chang 752,790,263
  • VI. Discussion Items

  • Request for review of the proposed removal of non-compete clause for the Company's directors.

Description:

  • (1) Because the Company will hold a by-election of directors at the shareholders' meeting on May 31, 2024 and the new director candidate is engaged in the investment or operation of a business entity whose scope of business is identical or similar to that of the Company and acts as a director thereof, we hereby propose to remove the non-compete clause for the new director in accordance with Article 209 of the Company Act, provided that such removal will not infringe upon the interests of the Company.

  • (2) The list of directors proposed for the termination of non-completion restriction:

  • Gauss Chang, Director of King Long Technology (Suzhou) Ltd. and Suzhou Zhen Kun Technology Ltd.

  • Voting Result: 1,049,359,509 shares were represented at the time of voting (including 860,561,381 shares voted via electronic transmission)

4

Voting Results %of the total representation at the time
of voting
Votes in favor: 850,827,623 votes
(including 662,597,372 shares voted
via electronic transmission)
81.08%
Votes against: 29,331,088 votes
(including 29,331,088 shares voted
via electronic transmission)
2.79%
Votes invalid: 0 votes
(including
0
share
voted
via
electronic transmission)
0.00%
Votes abstained: 169,200,798 votes
(including 168,632,921 shares
voted via electronic transmission)
16.12%

This proposal was approved finally.

  1. Request for review of the motion for amendment of Articles of Incorporation.

Description:

  • (1) The Company proposes to amend Articles 13, 15, and 22 of the Articles of Incorporation in accordance with Financial Supervisory Commission's (FSC) “Corporate Governance 3.0-Sustainable Development Roadmap” and “Sustainable Development Action Plans for TWSE- and TPEx-Listed Companies (2023)”; with TWSE Letter No. 11200147631 issued on August 23, 2023 concerning partial amendments to the “Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies”; and with FSC Jin-Guan-Zheng-Fa No. 1120383996 issued on January 11, 2024 concerning amendment to Article 13 of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies.”

  • (2) Please refer to Annex 3 for the Comparison Table before and after amendments to the Company’s Articles of Incorporation.

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Voting Result: 1,049,359,509 shares were represented at the time of voting (including 860,561,381 shares voted via electronic

transmission)

transmission)
Voting Results %of the total representation at the time
of voting
Votes in favor: 938,873,823 votes
(including 750,643,572 shares voted
via electronic transmission)
89.47%
Votes against: 73,240 votes
(including 73,240 shares voted via
electronic transmission)
0.00%
Votes invalid: 0 votes
(including
0
share
voted
via
electronic transmission)
0.00%
Votes abstained: 110,412,446 votes
(including 109,844,569 shares
voted via electronic transmission)
10.52%

This proposal was approved finally.

VII.Extraordinary Motions: None

Shareholder questions and company responses:

  • I. Shareholder Chang Hwa Commercial Bank, Ltd., entrusted with the custody of the Yuanta Taiwan High-yield Leading Co dedicated account (attendance number: 314563), spoke and inquired the Company on key items for subsequent improvement following its placement among the latter half of companies evaluated in the latest Corporate Governance Evaluation conducted by TWSE.

The management team’s response: The Company was unable to score

  • points for a specific item in the 2023 (10th) Corporate Governance Evaluation due to a single unexpected incident that required correction of annual report contents. As a result, the overall score was lower than expected, and the board

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of directors is also deeply concerned about this matter. We have therefore appointed the Vice-Chairman as the convener to formulate short, medium and long-term goals for the governance evaluation indicators, so as to improve our corporate governance evaluation score as soon as possible.

In 2024, the Company will proceed to increase the number of indicators achieved regarding all four major dimensions and associated indicators of the corporate governance evaluation (particularly the dimension of strengthening the structure and operation of the board of directors), such as uploading video recordings after the shareholders' meeting, all directors completing training hours, strengthening disclosure on the Company website, etc., following which the evaluation score is expected to increase to about 83 points.

II. Shareholder Bank SinoPac Co., Ltd., entrusted with the custody of the Fuh Hwa Small Capital Fund dedicated account (attendance number: 216553), spoke and inquired about the Company’s measures and future plans for power saving/carbon reduction since the Company is in an industry with high power consumption.

The management team’s response: The Company’s energy saving and

carbon reduction measures are detailed in the annual report. The

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Company’s future planned management methods are summarized as follows: 1. We continue to promote energy-saving projects every year. 2. We expand the use of renewable energy and bind renewable energy in advance by signing purchase agreements. 3. Verified by UL2799, we continuously identify recyclable waste in our plants and reduce the incineration rate. 4. We use renewable energy to continuously reduce Greenhouse Gas category 2 emissions. 5. We continue to be ISO46001 certified for implementing water resources management.

VIII. Meeting ends: Meeting ended at 9:35 a.m.

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(Annex 1)

King Yuan Electronics Co., Ltd. Business Report

The year 2023 passed with anticipation for the economic recovery of the semiconductor industry and with the rise of artificial intelligence (AI) chips. Moreover, the global political and economic environment showed no clear signs of improvement and demand for consumer products stagnated. As a result, the Company's revenue and profits failed to achieve breakthrough growth. However, given the distribution of customer and testing product structures, the Company was not affected by this wave of economic adjustment compared with our peers. An overview of our last year's operational performance is described below.

Business Plan Implementation Results

The consolidated operating revenue was NT$33.025 billion in 2023, down 10.2%. Gross profit margin was 33.7%, a decrease of 1.7% compared with 35.4% last year. Earnings per share (EPS) was NT$4.78, a decrease of NT$0.81 compared with previous year. The Company delivered favorable business performance in general.

In 2023, the semiconductor industry entered a period of economic recession. Although urgent orders fluctuated mid-year and the global economic environment did not deteriorate further, China's economy did not rebound after the lifting of pandemic restrictions. Demand weakened for consumer products, network communication products, general servers, and computer products, and industrial and automotive products began to decline in Q4. Fortunately, the high-performance computing (HPC) chips for artificial intelligence (AI) had offset some of the factors that were unfavorable to the Company’s revenue, providing support to our business performance.

Because of the low visibility into clients’ inventory adjustments, the Company is committed to cost control: Fixed costs such as depreciation expense are stable; variable costs, such as direct and indirect materials and spare parts, decreased; and sales and management expenses did not increase. As a result, the Company’s annual operating gross profit margin and operating profit rate decreased only slightly compared with previous year, ridding us of the few waves of economic recession in the past and of the inevitable decline of the company's profitability.

In terms of manufacturing management, the Company has launched a number of smart factory improvement plans at Chu-Nan Factory and Tong-Luo Factory, with results gradually coming to fruition - including automated factory operations, adoption of smart manufacturing practices, streamlined processes, improved production efficiency, and reduced reliance on labor work. We also used AI technology to optimize internal factory operations in the areas of automated cargo loading, education and training, machine failure prevention/diagnosis, automated comparison for error reduction, quality management, operating procedure efficiency, production efficiency analysis, and database operation analysis.

In addition, the Company continues to fine-tune its machine capacity utilization rate, shortens the delivery time of important products, cares about customer service satisfaction, strengthens employees' task efficiency, and invests in improving ESG performance. In doing so, the Company

can continually improve its overall operating system and cultivate resilience to the fast-changing external environment.

Financial income and profit analysis

With respect to financial and profit status in 2023, the Company saw a sound financial structure, with debt to total assets ratio of 45.85% down by 4.46% from previous year, and long-term capital to fixed assets ratio of 141.88% up 8.35% compared with last year. Current ratio and quick ratio increased by 66.41% and 63.02% from previous year, reaching 284.47% and 264.15%, respectively, indicating further increase in short-term liquidity. In terms of the company’s profitability which was affected by the economic recession, our return on assets (ROA), return on equity (ROE), net profit margin, and earnings per share were 8.86%, 15.63%, 18.22%, and NT$4.78, respectively, which decreased by 1.27%, 3.81%, 0.76%, and NT$0.81 compared with previous year, suggesting satisfactory results for both financial income and profits.

R&D status

With respect to research and development, the Company's R&D center consolidates resources to not only provide customers with a comprehensive range of testing solutions - from adoption to mass production of new products - for technical problems encountered in the testing process. We are committed to creating a fully equipped testing environment that enables us to sort out problems related to product and component production, and also to automating production processes, making our factories smarter, and developing unparalleled testing service capabilities.

Because the company specializes in integrated circuit (IC) testing, we have gained an in-depth understanding of testing machines that form the core of the testing industry, and even developed testers and burn-in ovens in-house over the past two decades. The R&D blueprints for those testing devices have been increased and improved in terms of specifications, performance, and quantity to satisfy customer needs. Our other focuses include PCB designing, manufacturing, and simulation technology, as well as the designing and manufacturing of testing equipment adapters, testing accessories, probe cards, and substrate boards. We continue to integrate relevant testing systems, and introduce our in-house developed testing equipment to different product applications to keep pace with time and the changing market. Last year, we developed a wide range of equipment and key components, such as logic IC testing machines, image sensors, driver IC machines, microelectromechanical (MEMS) machines, and high power burn-in ovens.

In the area of testing software, as testing equipment and customer products become increasingly more sophisticated and automatic testing programs and conversion systems are being developed, we incorporate artificial intelligence to improve production efficiency and user convenience. We embrace the rapidly advancing technology by developing new testing technologies such as high-frequency, high-power, heterogeneous and advanced packaging, and silicon photonics to maintain our unique competitive edge in the field of semiconductor manufacturing and testing.

Overview of Current Business Plan

Looking forward to 2024, the economy of the semiconductor industry is projected to recover. We plan to develop our business by following our strategic directions to achieve breakthrough in

performance growth targets; by combining market structure with customer needs to improve equipment utilization rate and investment returns; and by promoting our machine development business through applications and strategic alliance with clients at the front end. Specifically, we will take the following actions: Improve customer services by focusing on key customer satisfaction, strengthening problem-solving capability, and strictly controlling customer complaints and the cost of quality failure; Improve production and manufacturing processes by fine-tuning the integration of automation and smart manufacturing, achieving further breakthrough in productivity, and improving our technical know-how; Enforce cost control by promoting diverse cost control practices, paying attention to the suitability of use of material, and improving inventory management; Engage in R&D innovation by building up our experience in using and maintaining our own equipment, working with production units to gain access to other platforms, strengthening our R&D capacity for core technologies and key components and equipment, and ensuring the quality of our intellectual properties and patents; and Enhance human resources by retaining high-caliber talents, recruiting employees, cultivating key competencies, training supervisors, and taking the initiative to create rotation plans for supervisors.

Future development strategy

In the midst of U.S.’s deglobalization movement and its containment of China’s technology and semiconductor industries, the global semiconductor supply chain has undergone restructuring, resulting in the concentration of high-end semiconductor manufacturing in Taiwan. Products contain high silicon content, which have increased both unit price and profits. The Company’s future development strategy will attach importance to customer services. Specifically, we aim to strengthen the core value provided to customers by the manufacturing supply chain, develop differentiating capabilities for our professional testing service, improve the operational efficiency of company systems used in the complex manufacturing process, support customers’ product launch, and grow together with customers as their trusted partner.

We will also continue to expand the business of our fabless semiconductor design company in Europe, the United States, and Japan, cultivate potential customers, and increase the proportion of IDM outsourcing orders to strengthen and stabilize our profitability. Given the conflict of the U.S.–China technology competition and China's push for semiconductor independence, the Company will carefully evaluate and adjust the global development of its semiconductor manufacturing business and seize opportunities for strategic cooperation with upstream and downstream vendors to prepare for any environmental changes in the future.

The effect of external competition, the legal environment, and the overall business environment

According to Gartner, a research and consulting firm, worldwide semiconductor revenue decreased 10.9% in 2023 to $534 billion compared with 2022, and is projected to increase by 16.8% in 2024 to US$624 billion. In general, the semiconductor industry is expected to reach a healthy inventory level in 2024 in the IC design industry. 2024 will be a year of opportunities for the recovery of the semiconductor industry - attributable to increase in advanced chip manufacturing and advanced packaging production, rebuilding of IC inventory, increase in silicon content in

smartphones, recovery of demand for consumer, computer, and electric vehicle products, and exponential increase in demand for AI HPC and edge computing chips.

The IMF’s global growth forecast for 2024, published in January 2024, was at 3.1%, which was roughly the same as in 2023 but still below the historical average of 3.8%. According to the World Bank, global growth is projected to slow for the third year in a row—from 3% in 2022 and 2.6% in 2023 to 2.4% in 2024. Emerging markets - India and China are projected to have a stronger growth, followed by developed countries - United States and Spain, while Europe and Japan registered weaker growth. This year’s global economic growth requires continued observation of its recovery strength due to uncertainties from a mixture of factors such as interest rate, exchange rate, inflation, unemployment rate, consumer spending power, U.S. Dollar asset liquidity, U.S.’s budget deficit and debt spiral, and geopolitical issues.

In terms of external competition, the advent of 5G in 2019, the mass production of the 5nm node for advanced semiconductor processes, and improvements to advanced packaging structures have greatly enhanced the performance of IC SOC and SiP products. Since the global domination of the semiconductor industry, the concentration of upstream and downstream suppliers has created an oligopolistic phenomenon in which they become interdependent of one another. Consequently, the ability of OEM’s operating systems to deliver output becomes imperative. In other words, production capacity, technology, quality, service, technical support, production efficiency, price, information, finance, and corporate culture, among other aspects must be closely integrated to meet customers’ supply chain requirements. Therefore, semiconductor manufacturers and supply chain capabilities are concentrated in Asia, particularly in Taiwan and China. In recent years, the United States has been promoting the “China Plus One” (C+1) strategy - a practice of diversifying manufacturing operations by adding facilities in the US or outside of China. As a result, a distinction has been formed between China's supply chain, which relies on mature processes, and Taiwan's supply chain, which focuses on advanced manufacturing processes. Semiconductor manufacturers based in Taiwan have continuously established factories overseas, while packaging and testing OEMs are ramping up efforts to compete for OEM orders from world-class customers and each of them are developing their core businesses. KYEC views competition as a norm in that it not only enriches our professional testing capabilities and experience but also cultivates our unique competitive advantages for sustainable growth.

In terms of laws and the general business environment in 2023, the United States has continued to impose bans on China’s technology and semiconductor industries by frequently updating the restricted trade list and introducing export restrictions. In response, China has been working toward self-sufficiency in the semiconductor industry. Despite being limited by mature manufacturing processes, China’s semiconductor sector saw a drastic increase in the import of semiconductor equipment. The construction of many wafer fabs has been completed this year, releasing the production capacity of packaging and testing factories, which triggered a drop in OEM prices. Products manufactured using mature processes are adversely affected by China’s industrial growth and thus must not be overlooked.

Looking back on last year, in the midst of rapid global inflation, U.S. interest hikes, and the

subsequent effects of tightened monetary policy, economic growth has weakened and shrinking demand has delayed recovery. In addition, the chaos caused by the war between Ukraine and Russia, the war in the Middle East, and the geopolitical struggle between China and the United States have only added a multitude of uncertainties to the general business environment.

Looking forward to 2024, the semiconductor supply chain and market demand is poised to achieve balanced development, and accelerated recovery of demand is anticipated. However, the gap between expectations for interest rate cut and rapid decline in inflation and the decisions actually made has caused fluctuations in the investment environment. Moreover, the results of this year’s US political election will possibly exert an enormous impact on the global landscape in the areas of politics, economy, military, democracy, and centralization of authority.

Given this year’s US Consumer Electronics Show (CES) and the global development of technology products, there is a strong demand for advanced semiconductor manufacturing processes and advanced packaging and testing capability. The ecological prototypes of future technologies in various industries and sectors have emerged, with most of them revolving around AI, IOT, network communication transmission, edge computing, high-performance computing, and integration with software development in various aspects of smart living, such as smart health, smart medical care, smart homes, smart cities, smart factories, smart robots, and smart cars, among others. Generative and inferential AI have driven a substantial growth of personal mobile devices, transportation vehicles, enterprise and industrial metaverses, high-speed high-frequency transmission, and data center servers. The technological application of semiconductor IC components is focused on smartphones, automotive electronics, or traditional products such as personal computers, and AI will bring about a variety of business innovation opportunities, thus increasing the demand for silicon content in semiconductor products. In other words, there remains a significant potential for development in the future of semiconductor manufacturing.

Despite the slow economic recovery in the first half of 2024, the Company remains optimistic about opportunities for future business growth. We will continue to invest in talent development and equipment operations, expand production lines, build new factories, commit to customer services, and strive to work with suppliers in order to prosper together. As we prepare for the advent of the next economic prosperity, we pledge to make maximizing shareholders’ equity as our top priority.

King Yuan Electronics Co., Ltd. Audit Committee's audit report

With regard to the Company's 2023 business report, consolidated financial statement (including financial statements of individual entities), and distribution of earnings resolutions prepared and submitted by the Board, the consolidated financial statement (including financial statements of individual entities) has already been audited by Ernst & Young, which has submitted an audit report. The foregoing business report, consolidated financial statement (including financial statements of individual entities), and distribution of earnings resolution has been reviewed by the Audit Committee, which found no discrepancies. The foregoing report has been made pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, please check.

King Yuan Electronics Co., Ltd.

Convener of the Audit Committee: Semi Wang

February 23, 2024

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30078 ������������� 1 � E-3 �� Tel: 886 3 688 5678 E-3, No. 1, Lixing 1st Rd., Hsinchu Science Park �� Fax: 886 3 688 6000 Hsinchu City, Taiwan, R.O.C. ey.com/zh_tw

English Translation of a Report Originally Issued in Chinese

Independent Auditors’ Report

To the Board of Directors and Shareholders of King Yuan Electronics Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of King Yuan Electronics Co., Ltd. as of December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the financial statements”).

In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the financial position of King Yuan Electronics Co., Ltd. as of December 31, 2023 and 2022, and its financial performance and cash flows for the years ended December 31, 2023 and 2022, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of King Yuan Electronics Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2023 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, and we do not provide a separate opinion on these matters.

Revenue recognition

King Yuan Electronics Co., Ltd. recognized NT$24,005,557 thousand as net sales. Its main activities are providing testing and assembly services that represented 86.5%, or NT$20,752,854 thousand in the amount, of the net operating revenue.

Since the primary activities of King Yuan Electronics Co., Ltd. are providing testing and assembly services, and the services comprise various wafers/integrated circuits testing and assembly processing and rental of machinery, timing of revenue recognition may vary due to varied nature of revenue that increases the complexity of the revenue recognition. Therefore, we determined the matter to be a key audit matter.

Our audit procedures include (but are not limited to) assessing the appropriateness of the accounting policy for revenue recognition, evaluating and testing the effectiveness of internal control relating to the timing of revenue recognition, analyzing the reasonableness of gross margin by products, performing cutoff testing for a period before and after the balance sheet date on a sampling basis, performing test of details on selected samples, reviewing the significant terms of sales agreements and examining relevant delivery documents, and reviewing the selected samples of the quantity, specification, period and relevant documents of machinery services.

We also considered the appropriateness of the disclosures of sales. Please refer to Note 4 and Note 6 in notes to the financial statements.

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of King Yuan Electronics Co., Ltd. disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate King Yuan Electronics Co., Ltd. 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 financial reporting process of King Yuan Electronics Co., Ltd.

Auditor’s Responsibilities for the Audit of the 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the 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.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of King Yuan Electronics Co., Ltd.

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

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  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of King Yuan Electronics Co., Ltd. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause King Yuan Electronics Co., Ltd. to cease to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  3. Obtain sufficient appropriate audit evidence regarding the parent company only financial information of the entities or business activities within King Yuan Electronics Co., Ltd. to express an opinion on the 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 2023 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

==> picture [72 x 55] intentionally omitted <==

Kuo, Shao-Pin

Hsu, Hsin-Min

Ernst & Young, Taiwan February 23, 2024

Notice to Readers

  • The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in 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. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Financial Statements Originally Issued in Chinese
KING YUAN ELECTRONICS CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
As of December 31, 2023 and 2022
(Amounts in thousands of New Taiwan Dollars)
% 15
-
-
5
3
-
1
2
-
-
26
8
16
49
1
-
-
-
-
74
100
(continued)
The accompanying notes are an integral part of the parent company only financial statements.
December 31, 2022 $10,006,747
143,710
7,218
3,491,838
1,782,489
395,412
414,497
1,119,883
82,389
54,930
17,499,113
4,794,451
10,494,138
32,335,080
457,148
35,832
296,256
146,462
5,395
48,564,762
$66,063,875
% 14
1
-
5
3
-
-
1
-
-
24
10
19
46
1
-
-
-
-
76
100
December 31, 2023 $8,882,025
414,846
-
3,312,182
1,890,418
133,265
118,170
893,393
111,898
62,568
15,818,765
6,541,681
12,146,191
30,253,819
438,829
11,732
302,946
147,333
5,300
49,847,831
$65,666,596
Notes 4, 6(1)
4, 6(14), 6(15), 7
4, 6(3), 6(15)
4, 6(4), 6(15)
4, 6(4), 6(15), 7
4, 6(15)
4, 7
4, 6(5)
6(6)
4, 6(2)
4, 6(7)
4, 6(8), 7, 8
4, 6(16)
4, 6(9)
4, 6(19), 6(20)
8
ASSETS Current assets
Cash and cash equivalents
Contract assets-current
Notes receivable, net
Accounts receivable, net
Accounts receivable from related parties, net
Other receivables
Other receivables from related parties
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income-non-current
Investments accounted for using the equity method
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Other financial assets-non-current
Other non-current assets
Total non-current assets
Total assets
KING YUAN ELECTRONICS CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
As of December 31, 2023 and 2022
(Amounts in thousands of New Taiwan Dollars)
English Translation of Financial Statements Originally Issued in Chinese
% -
1
-
5
-
1
1
-
2
10
31
2
1
1
-
35
45
19
7
6
-
20
26
3
55
100
December 31, 2022 $11,446
446,534
6,215
3,312,528
113,008
695,344
1,082,570
22,581
1,151,448
6,841,674
20,488,747
1,504,657
447,885
657,844
33,090
23,132,223
29,973,897
12,227,451
4,953,859
3,499,434
201,416
13,213,921
16,914,771
1,993,897
36,089,978
$66,063,875
% -
1
-
5
-
1
-
-
2
9
27
3
1
1
-
32
41
19
7
6
-
22
28
5
59
100
December 31, 2023 $858
492,018
7,187
2,978,167
304,955
512,108
301,938
24,065
1,096,223
5,717,519
17,704,154
2,232,287
430,499
645,076
34,052
21,046,068
26,763,587
12,227,451
4,955,581
4,177,574
201,416
14,133,456
18,512,446
3,207,531
38,903,009
$65,666,596
Notes 7
7
4, 6(20)
4, 6(16)
4, 6(10)
4, 6(11), 8, 9
4, 6(19), 6(20)
4, 6(16)
4, 6(12)
4, 6(13)
4, 6(7), 6(13)
4, 6(2), 6(13)
4, 6(13)
LIABILITIES AND EQUITY Current liabilities
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Payables on equipment
Current tax liabilities
Lease liabilities-current
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans
Deferred tax liabilities
Lease liabilities-non-current
Net defined benefit liabilities
Guarantee deposits
Total non-current liabilities
Total liabilities
Equity
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Total retained earnings
Other equity
Total equity
Total liabilities and equity

English Translation of Financial Statements Originally Issued in Chinese

KING YUAN ELECTRONICS CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2023 and 2022

(Amounts in thousands of New Taiwan Dollars, except for earnings per share)

Description Notes 2023 % 2022 %
Net sales
Operating costs
Gross profit
Operating expenses
Selling expenses
Administrative expenses
Research and development expenses
Total operating expenses
Operating income
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of associates accounted for using
the equity method
Total non-operating income and expenses
Net income before income tax
Income tax expense
Net income
Other comprehensive income
Items that will not be reclassified subsequently to
profit or loss:
Remeasurements of the defined benefit plan
Unrealized gains and losses from equity
instrument investments measured at fair
value through other comprehensive income
Income tax related to components of other
comprehensive income that will not be
reclassified to profit or loss
Items that will be reclassified subsequently to
profit or loss:
Exchange differences resulting from translating
the financial statements of foreign operations
Income tax related to components of other
comprehensive income that will be
reclassified to profit or loss
Other comprehensive income, net of tax
Total comprehensive income
Earnings per share (NT$)
Basic Earnings Per Share
Diluted Earnings Per Share
4, 6(14), 6(16), 7
4, 6(5), 6(9), 6(12), 6(16), 6(17), 7
4, 6(9), 6(12), 6(16), 6(17), 7
4, 6(2), 6(7), 6(18), 7
4, 6(20)
4, 6(19), 6(20)
4, 6(21)
$24,005,557
(16,076,305)
7,929,252
(400,767)
(1,475,031)
(811,514)
(2,687,312)
5,241,940
64,519
263,493
195,477
(515,953)
1,918,303
1,925,839
7,167,779
(1,327,414)
5,840,365
20,738
1,747,230
(346,210)
(214,008)
42,802
1,250,552
$7,090,917
$4.78
$4.74
100
(67)
33
(2)
(6)
(3)
(11)
22
-
1
1
(2)
8
8
30
(6)
24
-
7
(1)
(1)
-
5
29
$27,619,107
(18,093,056)
9,526,051
(382,297)
(1,680,801)
(855,697)
(2,918,795)
6,607,256
20,855
249,436
194,251
(348,836)
1,808,991
1,924,697
8,531,953
(1,695,344)
6,836,609
(55,210)
(1,752,026)
369,890
132,437
(26,487)
(1,331,396)
$5,505,213
$5.59
$5.49
100
(66)
34
(1)
(6)
(3)
(10)
24
-
1
-
(1)
7
7
31
(6)
25
-
(6)
1
-
-
(5)
20

The accompanying notes are an integral part of the parent company only financial statements.

English Translation of Financial Statements Originally Issued in Chinese
KING YUAN ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2023 and 2022
(Amounts in thousands of New Taiwan Dollars)
Total Equity $34,184,275
-
(3,668,235)
6,836,609
(1,331,396)
5,505,213
68,725
$36,089,978
$36,089,978
-
(4,279,608)
5,840,365
1,250,552
7,090,917
1,722
-
$38,903,009
The accompanying notes are an integral part of the parent company only financial statements.
Other equity Unrealized gains
(losses) from equity
instrument
investments
measured at fair
value through other
comprehensive
income
$3,660,911
-
-
-
(1,382,136)
(1,382,136)
-
$2,278,775
$2,278,775
-
-
-
1,401,020
1,401,020
-
(16,180)
$3,663,615
Exchange
differences
resulting from
translating the
financial
statements of
foreign operations
$(390,828)
-
-
-
105,950
105,950
-
$(284,878)
$(284,878)
-
-
-
(171,206)
(171,206)
-
-
$(456,084)
Retained earnings Undistributed
earnings
$10,580,312
(479,555)
(3,668,235)
6,836,609
(55,210)
6,781,399
-
$13,213,921
$13,213,921
(678,140)
(4,279,608)
5,840,365
20,738
5,861,103
-
16,180
$14,133,456
Special reserve $201,416
-
-
-
-
-
-
$201,416
$201,416
-
-
-
-
-
-
-
$201,416
Legal reserve $3,019,879
479,555
-
-
-
-
-
$3,499,434
$3,499,434
678,140
-
-
-
-
-
-
$4,177,574
Capital surplus $4,885,134
-
-
-
-
-
68,725
$4,953,859
$4,953,859
-
-
-
-
-
1,722
-
$4,955,581
Common stock $12,227,451
-
-
-
-
-
-
$12,227,451
$12,227,451
-
-
-
-
-
-
-
$12,227,451
Description Balance as of January 1, 2022
Appropriation and distribution of 2021 earnings :
Legal reserve
Cash dividends
Profit for the year ended December 31, 2022
Other comprehensive income for the year ended December 31, 2022
Total comprehensive income
Changes in ownership interests in subsidiaries
Balance as of December 31, 2022
Balance as of January 1, 2023
Appropriation and distribution of 2022 earnings :
Legal reserve
Cash dividends
Profit for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023
Total comprehensive income
Changes in ownership interests in subsidiaries
Disposal of equity instrument investments measured at fair value
through other comprehensive income
Balance as of December 31, 2023
English Translation of Financial Statements Originally Issued in Chinese
KING YUAN ELECTRONICS CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended December 31, 2023 and 2022
(Amounts in thousands of New Taiwan Dollars)
2022 -
(6,578,542)
1,406,145
(1)
-
(7,484)
(40,490)
109,278
(5,111,094)
15,785,329
(17,064,745)
-
(761)
(85,762)
(3,668,235)
(291,680)
(5,325,854)
3,586,439
6,420,308
$10,006,747
-
(6,578,542)
1,406,145
(1)
-
(7,484)
(40,490)
109,278
(5,111,094)
15,785,329
(17,064,745)
-
(761)
(85,762)
(3,668,235)
(291,680)
(5,325,854)
3,586,439
6,420,308
$10,006,747
-
(6,578,542)
1,406,145
(1)
-
(7,484)
(40,490)
109,278
(5,111,094)
15,785,329
(17,064,745)
-
(761)
(85,762)
(3,668,235)
(291,680)
(5,325,854)
3,586,439
6,420,308
$10,006,747
-
(6,578,542)
1,406,145
(1)
-
(7,484)
(40,490)
109,278
(5,111,094)
15,785,329
(17,064,745)
-
(761)
(85,762)
(3,668,235)
(291,680)
(5,325,854)
3,586,439
6,420,308
$10,006,747
-
(6,578,542)
1,406,145
(1)
-
(7,484)
(40,490)
109,278
(5,111,094)
15,785,329
(17,064,745)
-
(761)
(85,762)
(3,668,235)
(291,680)
(5,325,854)
3,586,439
6,420,308
$10,006,747
-
(6,578,542)
1,406,145
(1)
-
(7,484)
(40,490)
109,278
(5,111,094)
15,785,329
(17,064,745)
-
(761)
(85,762)
(3,668,235)
(291,680)
(5,325,854)
3,586,439
6,420,308
$10,006,747
-
(6,578,542)
1,406,145
(1)
-
(7,484)
(40,490)
109,278
(5,111,094)
15,785,329
(17,064,745)
-
(761)
(85,762)
(3,668,235)
(291,680)
(5,325,854)
3,586,439
6,420,308
$10,006,747
-
(6,578,542)
1,406,145
(1)
-
(7,484)
(40,490)
109,278
(5,111,094)
15,785,329
(17,064,745)
-
(761)
(85,762)
(3,668,235)
(291,680)
(5,325,854)
3,586,439
6,420,308
$10,006,747
-
(6,578,542)
1,406,145
(1)
-
(7,484)
(40,490)
109,278
(5,111,094)
15,785,329
(17,064,745)
-
(761)
(85,762)
(3,668,235)
(291,680)
(5,325,854)
3,586,439
6,420,308
$10,006,747
The accompanying notes are an integral part of the parent company only financial statements.
2023 68,954
(4,805,836)
752,538
-
95
(3,184)
(871)
114,053
(3,874,251) 12,247,742
(14,715,957)
962
-
(22,883)
(4,279,608)
(530,086)
(7,299,830) (1,124,722)
10,006,747
$8,882,025
Description Cash flows from investing activities :
Proceeds from disposal of investments accounted for using the equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Acquisition of intangible assets
Increase in other financial assets
Dividend received
Net cash used in investing activities
Cash flows from financing activities :
Borrowing in long-term loans
Repayments of long-term loans
Increase in deposits received
Decrease in deposits received
Cash payments for the principal portion of the lease liabilities
Cash dividends
Interest paid
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
2022 $8,531,953
7,103,467
40,899
348,836
(20,855)
(96,288)
(1,808,991)
(75,405)
-
476,200
34,886
488
412,883
298,851
(77,407)
(36,124)
(90,103)
(8,456)
11,948
1,380
(331,133)
(15,199)
(53,328)
(3,508)
269,204
(7,588)
14,906,610 18,326
(901,549)
14,023,387
2023 $7,167,779
6,610,001
27,284
515,953
(64,519)
(99,233)
(1,918,303)
(114,436)
19
(327,775)
(271,136)
7,218
179,656
(107,929)
259,988
(81,352)
226,490
(4,544)
(7,638)
(10,588)
45,484
972
(308,831)
(2,269)
(55,225)
7,970
11,675,036 64,837
(1,690,514)
10,049,359
Description Cash flows from operating activities :
Profit before tax from continuing operations
Adjustments for:
The profit or loss items which did not affect cash flows:
Depreciation
Amortization
Interest expenses
Interest income
Dividend income
Investment gain accounted for using the equity method
Gain on disposal of property, plant and equipment
Loss on disposal of other assets
Unrealized foreign exchange (gains) losses
Changes in operating assets and liabilities�
Contract assets
Notes receivable
Accounts receivable
Accounts receivable from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Other current liabilities
Accrued pension liabilities
Cash generated from operating activities
Interest received
Income tax paid
Net cash provided by operating activities

����������

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30078 ������������� 1 � E-3 �� Tel: 886 3 688 5678 E-3, No. 1, Lixing 1st Rd., Hsinchu Science Park �� Fax: 886 3 688 6000 Hsinchu City, Taiwan, R.O.C. ey.com/zh_tw

English Translation of a Report Originally Issued in Chinese

Independent Auditors’ Report

To the Board of Directors and Shareholders of King Yuan Electronics Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of King Yuan Electronics Co., Ltd. and its subsidiaries as of December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of King Yuan Electronics Co., Ltd. and its subsidiaries as of December 31, 2023 and 2022, and their consolidated financial performance and cash flows for the years ended December 31, 2023 and 2022, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effectively by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of King Yuan Electronics Co., Ltd. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2023 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, and we do not provide a separate opinion on these matters.

Revenue recognition

King Yuan Electronics Co., Ltd. and its subsidiaries recognized NT$33,025,307 thousand as net sales. Its main activities are providing testing and assembly services that represented 85%, or NT$28,174,680 thousand in the amount, of the net operating revenue.

Since the primary activities of King Yuan Electronics Co., Ltd. and its subsidiaries are providing testing and assembly services, and the services comprise various wafers/integrated circuits testing and assembly processing and rental of machinery, timing of revenue recognition may vary due to varied nature of revenue that increases the complexity of the revenue recognition. Therefore, we determined the matter to be a key audit matter.

Our audit procedures include (but are not limited to) assessing the appropriateness of the accounting policy for revenue recognition, evaluating and testing the effectiveness of internal control relating to the timing of revenue recognition, analyzing the reasonableness of gross profit margin by products, performing cutoff testing for a period before and after the balance sheet date on a sampling basis, performing test of details on selected samples, reviewing the significant terms of sales agreements and examining relevant delivery documents, and reviewing the selected samples of the quantity, specification, period and relevant documents of machinery services.

We also considered the appropriateness of the disclosures of sales. Please refer to Note 4 and Note 6 in notes to the consolidated financial statements.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of King Yuan Electronics Co., Ltd. and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate King Yuan Electronics Co., Ltd. and its subsidiaries 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 financial reporting process of King Yuan Electronics Co., Ltd. and its subsidiaries.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of King Yuan Electronics Co., Ltd. and its subsidiaries.

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

==> picture [71 x 54] intentionally omitted <==

  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of King Yuan Electronics Co., Ltd. and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause King Yuan Electronics Co., Ltd. and its subsidiaries to cease to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within King Yuan Electronics Co., Ltd. and its subsidiaries 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 2023 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

==> picture [71 x 54] intentionally omitted <==

Others

We have audited and expressed an unqualified opinion on the parent company only financial statements of King Yuan Electronics Co., Ltd. as of and for the years ended December 31, 2023 and 2022.

Kuo, Shao-Pin

Hsu, Hsin-Min

Ernst & Young, Taiwan February 23, 2024

Notice to Readers

  • The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in 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. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Financial Statements Originally Issued in Chinese
KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2023 and 2022
(Amounts in thousands of New Taiwan Dollars)
% 17
-
-
8
2
1
-
2
-
-
-
30
7
-
62
1
-
-
-
-
70
100
(continued)
The accompanying notes are an integral part of the consolidated financial statements.
December 31, 2022 $12,816,115
153,753
7,218
5,382,077
1,753,148
408,138
28,582
1,368,626
366,144
55,126
4
22,338,931
4,794,451
91,048
45,991,445
651,296
39,235
296,256
146,462
9,859
52,020,052
$74,358,983
% 17
1
-
7
3
-
-
1
1
-
-
30
9
-
60
1
-
-
-
-
70
100
December 31, 2023 $12,262,554
414,883
-
5,498,025
1,972,960
154,025
100,977
1,072,751
502,046
62,831
4
22,041,056
6,541,681
93,982
44,140,466
620,991
13,171
302,946
147,333
9,607
51,870,177
$73,911,233
Notes 4, 6(1)
4, 6(16), 6(17), 7
4, 6(3), 6(17)
4, 6(4), 6(17)
4, 6(4), 7
4, 7
4, 6(5)
6(6)
8
4, 6(2)
4, 6(7)
4, 6(8), 7, 8
4, 6(18)
4, 6(9)
4, 6(21), 6(22)
8
ASSETS Current assets
Cash and cash equivalents
Contract assets-current
Notes receivable, net
Accounts receivable, net
Accounts receivable from related parties, net
Other receivables
Other receivables from related parties
Inventories, net
Prepayments
Other current assets
Other financial assets-current
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income-non-current
Investments accounted for using the equity method
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Other financial assets-non-current
Other non-current assets
Total non-current assets
Total assets
English Translation of Financial Statements Originally Issued in Chinese
KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2023 and 2022
(Amounts in thousands of New Taiwan Dollars)
% 1
-
-
1
-
5
-
2
2
-
1
2
14
32
2
1
-
1
-
36
50
16
7
5
-
18
23
3
49
1
50
100
The accompanying notes are an integral part of the consolidated financial statements.
December 31, 2022 $1,023,149
156,639
11,446
1,008,049
6,215
3,738,122
94,707
1,054,070
1,165,435
29,342
805,353
1,151,849
10,244,376
24,464,983
1,504,657
465,796
42,820
657,844
33,090
27,169,190
37,413,566
12,227,451
4,953,859
3,499,434
201,416
13,213,921
16,914,771
1,993,897
36,089,978
855,439
36,945,417
$74,358,983
% -
-
-
2
-
5
-
1
-
-
1
1
10
31
3
1
-
1
-
36
46
16
7
6
-
19
25
4
52
2
54
100
December 31, 2023 $220,133
9,365
858
1,154,413
7,154
3,424,447
69,979
752,648
406,759
30,876
574,528
1,096,832
7,747,992
22,601,096
2,345,260
441,190
70,017
645,076
34,052
26,136,691
33,884,683
12,227,451
4,955,581
4,177,574
201,416
14,133,456
18,512,446
3,207,531
38,903,009
1,123,541
40,026,550
$73,911,233
Notes 4, 6(10), 9
4, 6(16), 7
7
7
4, 6(22)
4, 6(18)
4, 6(12), 8, 9
6(11)
4, 6(12), 8, 9
4, 6(21), 6(22)
4, 6(18)
4, 6(13)
4, 6(14)
4, 6(14), 6(15), 6(24)
4, 6(2), 6(14)
4, 6(14)
4, 6(14), 6(24)
LIABILITIES AND EQUITY Current liabilities
Short-term loans
Contract liabilities-current
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Payables on equipment
Current tax liabilities
Lease liabilities-current
Current portion of long-term loans
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans
Deferred tax liabilities
Lease liabilities-non-current
Long-term deferred income
Net defined benefit liabilities
Guarantee deposits
Total non-current liabilities
Total liabilities
Equity attributable to owners of the parent company
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Total retained earnings
Other equity
Equity attributable to owners of the parent company
Non-controlling interests
Total equity
Total liabilities and equity

English Translation of Financial Statements Originally Issued in Chinese KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2023 and 2022

(Amounts in thousands of New Taiwan Dollars, except for earnings per share)

Description Notes 2023 % 2022 %
Net sales
Operating costs
Gross profit
Operating expenses
Selling expenses
Administrative expenses
Research and development expenses
Expected credit losses
Total operating expenses
Operating income
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of associates accounted for using the
equity method
Total non-operating income and expenses
Net income before income tax
Income tax expense
Net income
Other comprehensive income
Items that will not be reclassified subsequently to
profit or loss:
Remeasurements of the defined benefit plan
Unrealized gains and losses from equity instrument
investments measured at fair value through other
comprehensive income
Income tax related to components of other
comprehensive income that will
not be reclassified to profit or loss
Items that will be reclassified subsequently to profit
or loss:
Exchange differences resulting from translating
the financial statements of foreign operations
Income tax related to components of other
comprehensive income that will be
reclassified to profit or loss
Other comprehensive income, net of tax
Total comprehensive income
Net income attributable to :
Owners of the parent company
Non-controlling interests
Total comprehensive income attributable to :
Owners of the parent company
Non-controlling interests
Earnings per share (NT$)
Basic Earnings Per Share
Diluted Earnings Per Share
4, 6(16), 6(18), 7
4, 6(5), 6(9),
6(13), 6(18), 6(19), 7
4, 6(9), 6(13),
6(17), 6(18), 6(19), 7
4, 6(2), 6(7),
6(20), 7
4, 6(22)
4, 6(13), 6(21)
4, 6(23)
$33,025,307
(21,883,515)
11,141,792
(397,704)
(2,080,568)
(1,290,696)
(9,295)
(3,778,263)
7,363,529
134,498
488,495
169,393
(689,750)
17,754
120,390
7,483,919
(1,467,549)
6,016,370
20,738
1,747,230
(346,210)
(231,435)
42,802
1,233,125
$7,249,495
$5,840,365
176,005
$6,016,370
$7,090,917
158,578
$7,249,495
$4.78
$4.74
100
(66)
34
(1)
(7)
(4)
-
(12)
22
-
1
1
(2)
-
-
22
(4)
18
-
6
(1)
(1)
-
4
22
17
1
18
21
1
22
$36,781,996
(23,709,003)
13,072,993
(377,820)
(2,259,835)
(1,267,045)
(3,463)
(3,908,163)
9,164,830
53,940
345,106
(67,736)
(555,026)
24,912
(198,804)
8,966,026
(1,983,936)
6,982,090
(55,210)
(1,752,026)
369,890
142,897
(26,487)
(1,320,936)
$5,661,154
$6,836,609
145,481
$6,982,090
$5,505,213
155,941
$5,661,154
$5.59
$5.49
100
(64)
36
(1)
(6)
(4)
-
(11)
25
-
1
-
(2)
-
(1)
24
(5)
19
-
(5)
1
-
-
(4)
15
19
-
19
15
-
15

The accompanying notes are an integral part of the consolidated financial statements.

English Translation of Financial Statements Originally Issued in Chinese
KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2023 and 2022
(Amounts in thousands of New Taiwan Dollars)
Total Equity $34,878,168
-
(3,668,235)
6,982,090
(1,320,936)
5,661,154 74,330 $36,945,417 $36,945,417
-
(4,279,608)
6,016,370
1,233,125
7,249,495 111,246
-
$40,026,550
Non-controlling
interests
$693,893
-
-
145,481
10,460
155,941 5,605 $855,439 $855,439
-
-
176,005
(17,427)
158,578 109,524
-
$1,123,541
Equity attributable to owners of the parent company Equity attributable
to owners of the
parent company
$34,184,275
-
(3,668,235)
6,836,609
(1,331,396)
5,505,213 68,725 $36,089,978 $36,089,978
-
(4,279,608)
5,840,365
1,250,552
7,090,917 1,722
-
$38,903,009
Other equity Unrealized gains
(losses) from
equity instrument
investments
measured at fair
value through other
comprehensive
income
$3,660,911
-
-
-
(1,382,136)
(1,382,136) - $2,278,775 $2,278,775
-
-
-
1,401,020
1,401,020 -
(16,180)
$3,663,615
Exchange
differences
resulting from
translating the
financial
statements of
foreign operations
$(390,828)
-
-
-
105,950
105,950 - $(284,878) $(284,878)
-
-
-
(171,206)
(171,206) -
-
$(456,084)
Retained earnings Undistributed
earnings
$10,580,312
(479,555)
(3,668,235)
6,836,609
(55,210)
6,781,399 - $13,213,921 $13,213,921
(678,140)
(4,279,608)
5,840,365
20,738
5,861,103 -
16,180
$14,133,456
Special reserve $201,416
-
-
-
-
- - $201,416 $201,416
-
-
-
-
- -
-
$201,416
Legal reserve $3,019,879
479,555
-
-
-
- - $3,499,434 $3,499,434
678,140
-
-
-
- -
-
$4,177,574
Capital surplus $4,885,134
-
-
-
-
- 68,725 $4,953,859 $4,953,859
-
-
-
-
- 1,722
-
$4,955,581
Common stock $12,227,451
-
-
-
-
- - $12,227,451 $12,227,451
-
-
-
-
- -
-
$12,227,451
Description Balance as of January 1, 2022
Appropriation and distribution of 2021 earnings:
Legal reserve
Cash dividends
Profit for the year ended December 31, 2022
Other comprehensive income for the year ended December 31, 2022
Total comprehensive income
Changes in ownership interests in subsidiaries
Balance as of December 31, 2022
Balance as of January 1, 2023
Appropriation and distribution of 2022 earnings:
Legal reserve
Cash dividends
Profit for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023
Total comprehensive income
Changes in ownership interests in subsidiaries
Disposal of equity instrument investments measured at fair value through
other comprehensive income
Balance as of December 31, 2023
English Translation of Financial Statements Originally Issued in Chinese
KING YUAN ELECTRONICS CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2023 and 2022
(Amounts in thousands of New Taiwan Dollars)
2022 (10,391,637)
398,363
39,748
(8,875)
(76,557)
(40,491)
109,278
(9,970,171)
1,597,599
(1,149,115)
20,058,327
(21,094,189)
-
(761)
(91,698)
(3,668,235)
(501,253)
-
(4,849,325)
(44,753)
4,166,183
8,649,932
$12,816,115
(10,391,637)
398,363
39,748
(8,875)
(76,557)
(40,491)
109,278
(9,970,171)
1,597,599
(1,149,115)
20,058,327
(21,094,189)
-
(761)
(91,698)
(3,668,235)
(501,253)
-
(4,849,325)
(44,753)
4,166,183
8,649,932
$12,816,115
(10,391,637)
398,363
39,748
(8,875)
(76,557)
(40,491)
109,278
(9,970,171)
1,597,599
(1,149,115)
20,058,327
(21,094,189)
-
(761)
(91,698)
(3,668,235)
(501,253)
-
(4,849,325)
(44,753)
4,166,183
8,649,932
$12,816,115
(10,391,637)
398,363
39,748
(8,875)
(76,557)
(40,491)
109,278
(9,970,171)
1,597,599
(1,149,115)
20,058,327
(21,094,189)
-
(761)
(91,698)
(3,668,235)
(501,253)
-
(4,849,325)
(44,753)
4,166,183
8,649,932
$12,816,115
(10,391,637)
398,363
39,748
(8,875)
(76,557)
(40,491)
109,278
(9,970,171)
1,597,599
(1,149,115)
20,058,327
(21,094,189)
-
(761)
(91,698)
(3,668,235)
(501,253)
-
(4,849,325)
(44,753)
4,166,183
8,649,932
$12,816,115
(10,391,637)
398,363
39,748
(8,875)
(76,557)
(40,491)
109,278
(9,970,171)
1,597,599
(1,149,115)
20,058,327
(21,094,189)
-
(761)
(91,698)
(3,668,235)
(501,253)
-
(4,849,325)
(44,753)
4,166,183
8,649,932
$12,816,115
(10,391,637)
398,363
39,748
(8,875)
(76,557)
(40,491)
109,278
(9,970,171)
1,597,599
(1,149,115)
20,058,327
(21,094,189)
-
(761)
(91,698)
(3,668,235)
(501,253)
-
(4,849,325)
(44,753)
4,166,183
8,649,932
$12,816,115
(10,391,637)
398,363
39,748
(8,875)
(76,557)
(40,491)
109,278
(9,970,171)
1,597,599
(1,149,115)
20,058,327
(21,094,189)
-
(761)
(91,698)
(3,668,235)
(501,253)
-
(4,849,325)
(44,753)
4,166,183
8,649,932
$12,816,115
(10,391,637)
398,363
39,748
(8,875)
(76,557)
(40,491)
109,278
(9,970,171)
1,597,599
(1,149,115)
20,058,327
(21,094,189)
-
(761)
(91,698)
(3,668,235)
(501,253)
-
(4,849,325)
(44,753)
4,166,183
8,649,932
$12,816,115
The accompanying notes are an integral part of the consolidated financial statements.
2023 (7,726,307)
345,278
252
(3,184)
(2,400)
(871)
114,053
(7,273,179) 221,830
(1,023,479)
13,974,312
(15,677,089)
962
-
(29,663)
(4,279,608)
(706,544)
24,258
(7,495,021) (45,692) (553,561)
12,816,115
$12,262,554
Description Cash flows from investing activities :
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Acquisition of intangible assets
Acquisition of right-of-use assets
Increase in other financial assets
Dividend received
Net cash used in investing activities
Cash flows from financing activities :
Increase in short-term loans
Decrease in short-term loans
Borrowing in long-term loans
Repayments of long-term loans
Increase in deposits received
Decrease in deposits received
Cash payments for the principal portion of the lease liabilities
Cash dividends
Interest paid
Change in non-controlling interests
Net cash used in financing activities
Effect of changes in exchange rate on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
2022 $8,966,026
9,178,388
43,316
3,463
555,026
(53,940)
(96,288)
74,414
(24,912)
(58,161)
-
755,197
25,127
488
379,969
398,765
(72,175)
(22,491)
2,847
(19,702)
12,034
(385)
1,380
(111,095)
(15,199)
(22,052)
(1,984)
267,201
(7,588)
26,282
20,183,951 45,229
(1,198,748)
19,030,432
2023 $7,483,919
9,105,051
29,223
9,295
689,750
(134,498)
(99,233)
86,529
(17,754)
(78,514)
19
(405,089)
(261,130)
7,218
(125,226)
(219,812)
260,711
(74,727)
295,875
(386,298)
(7,705)
(147,274)
(10,588)
146,364
939
(285,484)
(11,718)
(55,017)
7,970
27,197
15,829,993 126,058
(1,695,720)
14,260,331
Description Cash flows from operating activities :
Profit before tax from continuing operations
Adjustments for :
The profit or loss items which did not affect cash flows:
Depreciation
Amortization
Expected credit losses
Interest expenses
Interest income
Dividend income
Share-based payment expenses
Investment gain accounted for using the equity method
Gain on disposal of property, plant and equipment
Loss on disposal of other assets
Unrealized foreign exchange (gains) losses
Changes in operating assets and liabilities :
Contract assets
Notes receivable
Accounts receivable
Accounts receivable from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Other current liabilities
Accrued pension liabilities
Other operating liabilities
Cash generated from operating activities
Interest received
Income tax paid
Net cash provided by operating activities

(Annex 2)

King Yuan Electronics Co., Ltd. 2023 Earnings Distribution Statement

King Yuan Electronics Co., Ltd.
2023 Earnings Distribution Statement
King Yuan Electronics Co., Ltd.
2023 Earnings Distribution Statement
King Yuan Electronics Co., Ltd.
2023 Earnings Distribution Statement
King Yuan Electronics Co., Ltd.
2023 Earnings Distribution Statement
Unit: NT$
Item Amount Projected dividend
Unallocated earnings – beginning 8,256,173,169
Add: Netprofit after tax 5,840,364,840
Add: Confirmed actuarialgain/loss of welfare 20,738,773
The amount of net profit after tax for the period
and the amount adjusted to the current year’s
undistributed earnings
5,861,103,613
Less: Provision of 10% legal reserve (586,110,361)
Allocable earnings 13,531,166,421
Scope of allocation
Dividends to shareholders – cash 3,912,784,208 NT$3.2per share
Total allocation 3,912,784,208
Unallocated earnings – ending 9,618,382,213
Note:
1. According to the Company’s distribution policy, the allocable earnings for 2023 shall be allocated
as the first priority. The deficit, if any, shall be allocated from the allocable earnings accumulated
for the previous year according to the last-in first-out policy in the order of the years in which the
earnings were generated chronically.
2. The distribution yield is calculated based on the outstanding common stock totaling 1,222,745,065
shares when the board of directors’ meeting was held.
3. The cash dividend shall be rounded to the whole dollar amount according to the allocation rate. The
total of the odd lots less than NT$1 included in the distribution shall be transferred to the
employees’ welfare committee.
4. Should the Company encounter a change of share capital that changes the number of outstanding
shares on a later date, the board of directors shall be fully authorized to make the necessary
adjustments to the percentage of cash dividends allocated to shareholders.
5. The base date for allocation of cash dividends and matters thereto shall be set by the board of
directors withauthorizationupon resolutionby the generalshareholders’ meeting.

(Annex 3)

King Yuan Electronics Co., Ltd. The comparison table before and after the amendment of the Articles of Incorporation

Provision
Provision After Amendment
Provisions Before Amendment Reason for
Amendment
Article 13 The Committee shall be composed of the
entire number of 7 to 11 directors and shall
serve a 3-year term. The candidate nomination
system is adopted and directors shall be
selected from a candidate list by the
shareholders’ meeting and may be reelected to
further terms. The Company shall take out
liability insurance for the directors with
respect to liabilities resulting from the
performance of duties during their terms of
office.
Among the number of directors of the
preceding paragraph, there shall be at least 3
independent directors, and not less than
one-thirdof the seats shall be held by
directors.All independent directors may not
serve more than three consecutive terms.
Regulations governing the professional
qualifications, restrictions on shareholdings
and concurrent positions held, assessment of
independence, method of nomination, and
other matters for compliance with respect to
independent directors shall be in compliance
with the relevant regulations set out by the
securities competent authorities.


The Committee shall be composed of the
entire number of 7 to 11 directors and shall
serve a 3-year term. The candidate nomination
system is adopted and directors shall be
selected from a candidate list by the
shareholders’ meeting and may be reelected to
further terms. The Company shall take out
liability insurance for the directors with
respect to liabilities resulting from the
performance of duties during their terms of
office.
Among the number of directors of the
preceding paragraph, there shall be at least 3
independent directors, and not less than
one-~~fiftho~~f the seats shall be held by
directors. Regulations governing the
professional qualifications, restrictions on
shareholdings and concurrent positions held,
assessment of independence, method of
nomination, and other matters for compliance
with respect to independent directors shall be
in compliance with the relevant regulations set
out by the securities competent authorities.



In
accordance
with
regulatory
amendments
by TWSE.
Article 15 In case where the Chairman is on leave or
absent or cannot exercise his power and
authority for any cause, the proxy thereof shall
be handled according to the regulation of
Article 208 of the Company Actand the
Company’s Rules and Procedures for Board of


In case where the Chairman is on leave or
absent or cannot exercise his power and
authority for any cause, the proxy thereof shall
be handled according to the regulation of
Article 208 of the Company Act.

In
accordance
with
regulatory
amendments
by FSC.
Directors Meetings.
Article 22 These Articles of Incorporation were
established on May 2, 1987. First amendment
was made on May 20, 1987. Second
amendment was made on X,1988.
…………………………………………
36th amendment was made on August 3,
2021.37th amendment was made on May 31,
2024.
These Articles of Incorporation were
established on May 2, 1987. First amendment
was made on May 20, 1987. Second
amendment was made on X,1988.
…………………………………………
36th amendment was made on August 3,
2021.37th amendment was made on May 31,
2024.
These Articles of Incorporation were
established on May 2, 1987. First amendment
was made on May 20, 1987. Second
amendment was made on X,1988.
…………………………………………
36th amendment was made on August 3,
2021.
Amendment
date was
added.