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LP — AGM Information 2022
Jul 11, 2022
51810_rns_2022-07-11_5ece7ef1-3811-479a-8f36-6f77b5a523b1.pdf
AGM Information
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Stock Code:1447
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LI PENG ENTERPRISE CORPORATION
Handbook of 2022 Annual General Shareholders’ Meeting
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Date: June 24, 2022 Place: No. 33, Gongye Road, Fangyuan Industrial Zone, Fangyuan Township, Changhua County (Nylon General Factory)
LI PENG ENTERPRISE CORPORATION
Handbook of 2022 Annual General Shareholders’ Meeting (Translation)
Table of Contents
Ⅰ. Meeting Procedures ----------------------------------------------------------------------------- 1 Ⅱ. Meeting Agenda --------------------------------------------------------------------------------- 2 Ⅲ. Report Items ------------------------------------------------------------------------------------- 3 Ⅳ. Matters for Ratification ------------------------------------------------------------------------- 9 Ⅴ. Matters for Discussion -------------------------------------------------------------------------- 11 Ⅵ. Extemporary Motion ---------------------------------------------------------------------------- 11 Ⅶ. Attachments 1. The 2021 auditing report and financial statements --------------------------------------- 12 2. Comparative Table for the Current and Amended Articles of “Article of association” ------------------------------------------------------------------------------------ 32 3. Comparative Table for the Current and Amended Articles of “Procedures for Asset Acquisition & Disposal” --------------------------------------------------------------------- 39 4. Rules of Procedure for Shareholders’ Meetings ------------------------------------------ 70 5. Shareholding of All Directors --------------------------------------------------------------- 73
Notice to readers
This is a translation of the Handbook of 2022 Annual General Shareholders’ Meeting. The translation is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
LI PENG ENTERPRISE CO., LTD.
2022 Annual General Shareholders’ Meeting Procedures
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Commencement of Meeting
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Chairman’s Statement
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Report Items
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Matters for Ratification
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Matters for Discussion
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Extemporary Motion
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Meeting Adjourned
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LI PENG ENTERPRISE CO., LTD.
2022 Annual General Shareholders’ Meeting Agenda
Convention Method: Physical shareholders meeting Time: 2022/ 06/ 24 (Friday), 9 a.m.
Place: No. 33, Gongye Road, Fangyuan Industrial Zone, Fangyuan Township, Changhua County (Nylon General Factory)
Meeting Procedures
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Commencement of Meeting(Report on the number of attended shares)
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Chairman’s Statement
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Report Items:
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(1) The 2021 business report
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(2) The 2021 audit committee’s audit report
-
(3) Report on Allocation of 2021 Remuneration to Board of Directors and Employees.
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Matters for Ratification
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(1) The 2021 business reports and financial statements
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(2) The 2021 proposals for surplus distribution or loss allowances
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Matters for Discussion:
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(1) Amendment to “Article of association”
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(2) Motion of partial articles amendment of the “Procedures for Asset Acquisition & Disposal”
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Extemporary Motion
-
Meeting Adjourned
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Report Items
Ⅰ. The 2021 business report
Explanatory Notes: The 2021 business report is as follows.
Business report
1. The 2021 operational performance
(1) Plan execution:
During the outbreak of the epidemic in Taiwan, Li Peng placed its top priority on the health and safety issues of its employees. We strictly complied with the Guidelines for Enterprise Planning of Business Continuity in Response to COVID-19 formulated by the Central Epidemic Command Centre, and implemented responsive preventive measures to ensure normal operation of the Company.
With the widespread use of COVID-19 vaccines, countries have changed their epidemic control policy from prevention to coexistence, and the global economy has begun to recover. Although the surge in international shipping price and problems of port congestion affected international trade to a certain extent, the sales unit has managed to reduce the damage with its strategy. In 2021, the price of crude oil continued to rise, driving up the price of related raw materials and auxiliary materials, which not only benefited the sales of nylon chips and nylon yarn, but also helped our subsidiary, Eton Petrochemical, to achieve positive results in chemical trading, resulting in significant growth of overall corporate revenue.
The 2021 consolidated revenue is NT$24.252 bill, 78.86% increase than that of 2020. After tax income is NT$ 276 mil, an increase of 166.56% over 2020. Major products are nylon chips 87,070 tons, nylon yarn 24,608 tons, woven fabric 38,060 thousand yards, knit fabric 935tons, petrochemicals, 542,293 tons.
(2) Budget implementation :
Not available. Our company only set the 2021 internal budget, and did not disclose financial forecasts to the public.
(3) Revenue, expenditure, and profitability analysis :
The 2021 unconsolidated revenue is NT$ 12.269 billion, after tax income is NT$ 269 mil, after tax profit margin is 2.19%, earnings per share is NT$ 0.31. Our company unconsolidated financial income and expense and profitability analysis are as below table.
Unit: Thousand NT$
| Unit: Thousand NT$ | ||||
|---|---|---|---|---|
| Increase (Decrease) | ||||
| Item | 2020 | 2021 | ||
| Amount and Ratio | ||||
| Operating income | 10,369,775 | 12,268,967 | 1,899,192 | |
| Financial | ||||
| Operating cost | 10,168,838 | 11,212,329 | 1,043,491 | |
| income and | ||||
| Before tax profit | -533,806 | 325,082 | 858,888 | |
| expense | Net Income | -412,009 | 269,155 | 681,164 |
| Return on asset (%) | -2.12 | 1.69 | 3.81 | |
| Return on equity (%) | -4.39 | 2.81 | 7.20 | |
Before tax income to paid-in capital |
||||
| Profitability | -5.83 | 3.55 | 9.38 | |
ratio (%) |
||||
| Profit margin (%) | -3.97 | 2.19 | 6.16 | |
| Earnings pershare (NT$) | -0.48 | 0.31 | 0.79 |
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(4) Research and development :
In order to fully implement the plan of circular economy, the Company’s direction of research and development focuses on green products, which require reduced energy consumption and greenhouse gas emissions in the manufacturing process. In addition, the CRZ recycling technology, which was joint developed with affiliated companies, has also achieved good results by turning scraps into energy, successfully translating the concept of environmental protection into actual orders and achieving the goal of circular economy. The Company mass manufactured products are as follows:
| Type | Application | Specifications |
|---|---|---|
| Elastic Nylon Chip/Yarn | Injection grade and fiber grade footwear textile industrial fiber, single fiber |
Naturally elastic fiber, elasticity without processing |
| Modified/Industrial Nylon Chip |
Used for upgrading the physical properties of products such as injection grade and extrusion grade, replacing the customer’s existing imported materials. |
Increase nylon chips’ added value, also low gravity specification which are also in line with lightweight concepts and differentiation to the other suppliers. |
| Film grade Nylon Chip | Improving the physical properties of film products to enhance stability |
|
| Functionalized Monofilament from Nylon Chip |
Extrusion grade and fiber grade monofilament, industrial fiber, monofilament |
Increase nylon chips’ value added and differentiate with the other manufacturers |
| Transparent Nylon Chip | Injection grade and extruded product physical properties modification use |
|
| Brittle Polyether Chip | Modification of injection- grade and fiber-grade footwear fabric material, industrial fiber, single fiber, and recycled chips |
High light transmittance, replacing PET differentiated products, high dyeing and finishing dispersion uniformity, high spinning yield Low viscosity attenuation rate during processing is in line with environmentally friendly recycling purposes |
| Low dye nylon fiber | High grade knit fabric, sports, leisure |
Combined with normal nylon fibers to produce a two-tone nylon processed yarn |
| Antibacterial nylon yarn | Increase the antibacterial effectiveness after laundering and dyeing |
|
| Low moisture absorption nylon yarn |
Low moisture absorption and high product size stability |
|
| Nylon recycled yarn | Knit fabric textile, sport, leisure |
GRS green recycling application |
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| Type | Application | Specifications |
|---|---|---|
| Flame retardant nylon yarn |
touch fastener, tents | Flame retardant effect |
| Nylon Chips and Fiber for Electric Vehicles |
Used for upgrading the physical properties of products such as injecting grade and extrusion grade, replacing the existing materials chosen by customers. |
Increase the added value of nylon chips; the weather resistance and light weight are also consistent with differentiation from other competitors. |
2. The 2022 business plan summary
In 2021, at Li Peng, both the workers and the management have been working together in unison to turn the crisis into opportunity during the ravage of global pandemic. This year, the Company has defined our operating policy as the Year of Advancement. With the strong support of R&D, business, and one-stop production services, we continue to optimize production efficiency, utilization, and gross margin. We expect to grow continuously and achieve further success in the future.
Nylon business unit: Understanding the impact of international situations on the supply and demand changes and price fluctuations of raw and auxiliary materials to effectively plan procurement strategies.
Nylon chips: Actively developing and selling products, expanding the scope of application, strengthening manpower integration, and improve production efficiency.
Nylon yarn: Quickly responding to customer needs and continuing to develop differentiated products.
High-end textile business unit: Improving coloring accuracy and upgrading manufacturing process to enhance production efficiency while reducing waste in energy; strengthening brand cooperation, and seeking for new customers.
3. The company’s future development strategy under impacts of external environment, legal environment, and overall business environment
In response to the global issue of net-zero carbon emissions, well-known brands have taken the initiatives in advance, requiring supply chain manufacturers to join the ranks of carbon reduction. We have jointly developed a "Green Energy Circular Economy Program" with our affiliated companies, which is a phased approach to energy saving, recycling and green energy development. From the company developed RePET, Ecoya and ReEcoya, to the recent development of Nylon Plus products which are waste recycling and environmental protection products, all have been highly recognized and achieved the phase goals. Libolon Energy Co. LTD. was established with 70% investment from our company, preparing to invest in the green power field of wind power. In the future, the Company will move towards the goal that 100% of the power for production is green energy. Get ready for the future sustainable development of the company!
However, the previous easing of monetary policy due to the epidemic has also become a double-edged sword. At the beginning of the year, the Russian-Ukrainian war created geopolitical tensions, which also led to dramatic fluctuation in the prices of raw materials, energy, agriculture and food. Coupled with the resurgence of the epidemic in China and the lockdown of major cities, this has created a supply chain crisis. All of this has contributed to the worsening of inflation. In
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the face of the unstable international situation, we cannot afford to let down our guard. Each department should make good risk assessment and leverage the advantages of vertical integration of affiliated companies to respond to the volatility of the general environment in real time. With continuous improvement, the Company will wait for the opportunity to spread our wings again, soaring high! Finally, I would like to express my deepest gratitude to all shareholders and wish you all good health and all the best
Chairman : KUO SHAO YI Manager : KUO SHAO YI Accounting head : KO PEI CHUN
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Ⅱ. The 2021 audit committee’s audit report:
Explanatory Notes: The audit committee’s audit review is as follows:
Audit committee’s audit report
The audit committee reviewed the business report, the proposal for surplus distribution or loss allowances and the 2021 financial statements which were prepared by the Board of Directors. The financial statements were audited by Deloitte’s accountants, Wu, Ker-Chang and Chiu, Ming-Yu and an audit report was issued. It is believed that there is no discrepancy, and they were submitted for revision in accordance with Article 14-4 of the Securities Exchange Act and Article 219 of the Article of association.
Regards,
The company’s 2022 regular shareholders’ meeting
LI PENG ENTERPRISE CO., LTD.
Audit committee convener : Lin, Yao Chuan Taiwan, April 26, 2022
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Ⅲ. Report on Allocation of 2021 Remuneration to Board of Directors and Employees.
Explanatory Notes: 2021 employees’ remuneration was NT$ 749,453, directors’ remuneration was NT$ 749,453, and both were distributed by cash.
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Matters for Ratification
Item 1
Proposed by the Board of Directors
Proposal: The 2021 business report and financial statements.
Explanatory Notes:
-
The 2021 financial statements audited by Deloitte’s accountants Wu, Ker-Chang and Chiu, Ming-Yu together with the business report reviewed by the audit committee with audit reports.
-
The business report, the accountant’s audit report and the above-mentioned financial statements are as Attachments 1, p.3~6 and p.12~31.
Resolution :
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Item 2
Proposed by the Board of Directors
Proposal: The 2021 proposals for surplus distribution or loss allowances
Explanatory Notes:
Net profit after tax of 2021 business final accounts was NT$ 269,155,900, and the statement of 2021 surplus distribution or loss allowances is as follows:
LI PENG ENTERPRISE CO., LTD. Proposals for surplus distribution or loss allowances R.O.C 2021
Unit: NT$
| Item | Amount | Amount | Note |
|---|---|---|---|
| Accumulated deficit at the beginning of the period After tax surplus Actuarial Gain (Loss) on Defined Benefit Plans Equity method recognition and disposal of equity instruments measured at fair value through other comprehensive income (loss) Net (loss) profit after tax plus non-net (loss) profit after tax items included in retained earnings |
269,155,900 (27,782,412) 5,239,706 |
(289,109,598) 246,613,194 |
|
| Loss to be made up at the end of period | (42,496,404) |
Chairman : KUO SHAO YI
Manager : KUO SHAO YI
Accounting Head : KO PEI CHUN
Resolution :
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Matters for Discussion
Item 1
Proposed by the Board of Directors
Proposal: Amendment of “Articles of Association”
Explanatory Notes:
In accordance to legal regulation and practical needs, Comparative Table for the Current and Amended Articles of Association is as attachment 2, Handbook page 32~38.
Resolution :
Item 2 Proposed by the Board of Directors
Proposal: Motion of partial articles amendment of the “Procedures for Asset Acquisition & Disposal”
Explanatory Notes:
In accordance to legal regulation, Comparative Table for the Current and Amended “Procedures for Asset Acquisition & Disposal” is as attachment 3, Handbook page 39~69.
Resolution :
Extemporary Motion
Meeting Adjourned
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Attachments 1
Independent Auditor’s Report
To Li Peng Enterprise Corporation Limited
Opinion
We have audited the accompanying consolidated financial statements of Li Peng Enterprise Corporation Limited and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of 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 the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial 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. 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 judgement, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. 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.
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Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2021 are stated as follows:
The Authenticity of the sales revenues from the new top 10 major clients of the Nylon products
The Company comprises of nylon department, weaving department, and trading department. Because the nylon product sales revenue accounts for roughly 31% of the opearational revenue, and the variations in sales revenue is greater from the top 10 clients of the nylon products, the accountant will list the authenticity of the the sales revenues from the new top 10 major clients of the nylon products as the key auditing matter. Please refer to Note 4 in the consolidated financial report for the reference of the related accounting policy concerning income recognition.
Our audit procedures related to the evaluation of the above-mentioned key audit matter, include the understanding and sampling of selected internal control design with effectively execution to have identified the transaction of sales revenue.
Other Matter
The Company had repared the parent company only financial statements of 2021 and 2020 as for reference, provided with auditor’s report by the Company’s accountants unmodified opinion on the matter.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement
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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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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 consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and subsidiaries to cease operations.
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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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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.
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From the matters communicated with those charged with governance, we determine those matters that were of most significant 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.
The engagement partners on the audit resulting in this independent auditors’ report are Wu,Ke-Chang and Chiu,Ming-Yu.
Wu, Ke-Chang
Deloitte & Touche Taipei, Taiwan Republic of China
Financial Supervisory Commission ROC vetted Document no. 1000028068
Chiu, Ming-Yu Deloitte & Touche Taipei, Taiwan Republic of China
Financial Supervisory Commission ROC vetted Document no. 0930160267
March 28, 2022
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Li Peng Enterprise Co Ltd and Subsidiaries Consolidated Balance Sheets Dec 31, 2020, 2021
Unit : Thousands of NTD
| Code 1100 1110 1150 1160 1170 1180 1210 130X 1410 1476 1479 11XX 1510 1517 1550 1600 1755 1780 1840 1915 1990 15XX 1XXX Code 2100 2110 2150 2160 2170 2180 2219 2220 2230 2250 2280 2320 2399 21XX 2540 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX 36XX 3XXX |
Assets Current Assets Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current(Note 7) Notes receivable, net(Note 8) Notes receivable from related parties, net(Note 29) Accounts receivable, net(Note 8) Accounts receivable from related parties, net(Note 29) Loan to related parties(Note 29) Inventory(Note 9) Prepayments Other financial assets - current(Note 10 and 30) Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss-non-current(Note 7) Financial assets at fair value through other comprehensive income-non-current (Note 11) Investment adjustments for Using Equity Method(Note 13) Property, plant, equipment(Note 14) Right of use asset(Note 3 and 15) Other intangible assets(Note 16) Deferred tax assets(Note 23) Prepayment for equipment Other non-current assets Total non-current assets Total Assets Liabilityand Equity Current liability Short-term loan(Note 17) Short-term corporate bonds payable(Note 17) Notes payable Notes payable – related parties(Note 29) Accounts payable Accounts payable-related parties(Note 29) Other payable(Note 29) Loan from related parties(Note 29) Current tax liabilities(Note 23) Current provisions Lease liability-current(Note 15) Long-term loan due in a year(Note 18) Other current liability Total current liabilities Non-current liability Long-term loan(Note 18) Deferred income tax liability(Note 23) Lease liability-non-current(Note 15) Accrued pension liability, net-non-current(Note 19) Other non-current liability Total non-current liabilities Total liability Equity Attributable to Shareholders of the Parent(Note 20) Common stock Capital reserve Retained earning Legal reserve Special reserve Accrued loss Total retained earnings Other equity Treasury stock Total Equity to Shareholders of the Parent Non-controlling interests(Note 20) Total equity Total of Liability and Equity |
Dec 31,2021 | % 7 2 - 1 13 1 3 16 1 1 - 45 - 11 13 28 - - 2 1 - 55 100 14 4 - - 10 1 4 1 - - - - 1 35 9 1 - 1 - 11 46 46 1 3 1 - 4 - 2) 49 5 54 100 |
Dec 31,2020 | |||||
|---|---|---|---|---|---|---|---|---|---|
| 金 | 額 $ 1,331,196 485,362 88,906 192,906 2,560,254 159,361 565,160 3,158,670 195,882 214,717 17,801 8,970,215 9,902 2,147,276 2,626,184 5,494,382 977 5,352 311,341 180,590 10,578 10,786,582 $ 19,756,797 $ 2,795,000 800,000 38,370 85,560 2,017,959 118,828 773,134 113,000 7,854 5,174 177 31,250 167,715 6,954,021 1,793,750 146,854 362 256,602 1,686 2,199,254 9,153,275 9,144,872 185,591 525,527 229,670 42,496) 712,701 62,608) 330,507) 9,650,049 953,473 10,603,522 $ 19,756,797 |
金 | 額 $ 1,359,763 491,974 33,170 52,264 1,782,834 161,759 552,800 2,080,015 56,927 174,551 5,868 6,751,925 11,825 2,358,662 2,613,301 5,550,279 934 8,055 365,958 169,784 14,084 11,092,882 $ 17,844,807 $ 2,044,000 1,120,000 54,765 8,705 961,089 97,135 472,257 85,000 2,803 20,372 107 155,000 135,187 5,156,420 1,875,000 146,650 541 235,805 1,176 2,259,172 7,415,592 9,144,872 134,620 525,527 602,637 662,075) 466,089 168,713 432,403) 9,481,891 947,324 10,429,215 $ 17,844,807 |
% | |||||
( ( ( |
( |
( ( |
( ( |
8 3 - - 10 1 3 12 - 1 - 38 - 13 15 31 - - 2 1 - 62 100 11 6 - - 5 1 3 1 - - - 1 1 29 11 1 - 1 - 13 42 51 1 3 4 4) 3 1 3) 53 5 58 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi Head of Accounting : Ko, Pei-Chun
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Li Peng Enterprise Co Ltd and Subsidiaries
Consolidated Statements of Comprehensive Income
Jan 1 to Dec 31, 2020, 2021 Unit : Thousands of NTD
Except loss per share
| Code 4000 Operating revenue(Note4,21,29) 5000 Operating cost(Note 9, 29) 5900 Operating margin 5910 Unrealized profit on sales to associates 5920 Realized profit on sales to associates 5950 Realized operating margin Operating expense(Note 29) 6100 Sales expense 6200 Management expense 6300 R&D expense 6450 Expected credit (gain) loss on reversal of impairment loss 6000 Total operating expenses 6900 Operating net profit ( loss) Non-operating income and expenses 7100 Interest income(Note 22, 29) 7010 Other income(Note 22, 29) 7020 Other profit and loss(Note 22, 29) 7050 Finance cost(Note 22) 7060 Share of profits of associates 7000 Total non-operating income and loss |
2021 | % 100 96 4 - - 4 2 1 - - 3 1 - - - - - - |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 24,252,436 23,111,115 1,141,321 - 241 1,141,562 448,261 227,688 109,783 1,433 787,165 354,397 18,745 51,791 58,853 ) 41,592 ) 17,160 12,749) |
Amount $ 13,559,461 13,324,652 234,809 313 ) 72 234,568 287,097 195,625 112,090 3,508) 591,304 356,736) 45,307 124,861 306,966 ) 56,497 ) 17,172 176,123) |
% | ||||||
( ( ( |
( ( ( ( ( ( |
( ( ( |
100 98 2 - - 2 2 2 1 - 5 3) - 1 2 ) - - 1) |
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( continue from last page )
| Code 7900 Net profit (loss) before tax 7950 Income tax (expense) profit (Note 4, 23) 8200 Net profit (loss) of the year Other comprehensive income (net) 8310 Uncategorized items profit and loss: 8311 Measure on defined benefit plans 8316 Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income 8320 Share of other comprehensive gain of associates and joint ventures 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences resulting from translation on foreign operations 8300 Total other comprehensive income of the year 8500 Total comprehensive income of the year Net profit (loss) attributable to: 8610 Shareholder of the parent 8620 Non-controlling interests 8600 Comprehensive income attributable to: 8710 Shareholders of the parent 8720 Non-controlling interests 8700 9710 Earning (loss) per share(Note 24) Basic earnings per share 9810 Diluted earnings per share |
2021 | ||
|---|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi
Head of Accounting : Ko, Pei-Chun
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Li Peng Enterprise Co Ltd and Subsidiaries
Unit : Thousands of NTD
Consolidated Statements of Changes in Equity
Jan 1 to Dec 31, 2020, 2021
| Code A1 Balance as of Jan 01, 2020 Changes to other capital reserve: C7 Change in associates using equity method M7 Changes to equity ownership of subsidiary (Note 25) Q1 Subsidiary and associates’ disposal of equity tool through other comprehensive income D1 Net Loss in 2020 D3 Other comprehensive income in 2020 D5 Total comprehensive income in 2020 Z1 Balance as of Dec 31, 2020 B17 Reversal of Special Reserve Changes to other capital reserve: C7 Change in associates using equity method O1 Subsidiary and associates’ disposal of equity tool through other comprehensive income Q1 Cash dividends of the Company received by subsidiaries D1 Net Profit in 2021 D3 Other comprehensive income in 2021 D5 Total comprehensive income in 2021 L7 Disposal of the parent company’s stock by a subsidiary is regarded as a treasury stock transaction N1 Treasury stock transferred to employees Z1 Balance as of Dec 31, 2021 |
Equity Attributable to Sh | Equity Attributable to Sh | areh | olders of the Parent | Total 9,269,633 141 435 - ( 412,009 ) 623,691 211,682 9,481,891 - 4,005 - - 269,155 ( 253,864) 15,291 113,338 35,524 $ 9,650,049 |
Non- Controlling interests 730,902 - 11,565 - 2,324 ) 207,181 204,857 947,324 - - - 1,200 ) 6,613 99,771) 93,158) 100,507 - $ 953,473 |
Total equity | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Share(Thousands) Amount 914,487 9,144,872 - - - - - - - - - - - - 914,487 9,144,872 - - - - - - - - - - - - - - - - - - 914,487 $ 9,144,872 |
Capital Reserve 134,044 141 435 - - - - 134,620 - 4,005 - - - - - 44,892 2,074 $ 185,591 |
Retained Earning | Unappropriated Earnings (Unappropriated deficit) ( 248,943 ) - - ( 14,363 ) ( 412,009 ) 13,240 ( 398,769) ( 662,075 ) 372,967 - 5,239 - 269,155 ( 27,782) 241,373 - - ($ 42,496) |
Oth | ers | a l a s s e t s a t ome Using equity method Associates 225,776 ) - - 20,479 - 120,876 120,876 84,421 ) - - 2,772 ) - - 37,454 37,454 - - $ 49,739) |
Treasury Stock 432,403 ) - - - - - - 432,403 ) - - - - - - - 68,446 33,450 $ 330,507) |
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Foreign Organization Financial Report Exchange difference 24,523 ) - - - - 7,112) 7,112) 31,635 ) - - - - - 13,975) 13,975) - - $ 45,610) |
U | n r e a l i z e d g a i Fair value |
n / l o s s o n f i n a n c i through comprehensive inc |
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| Legal Reserve 525,527 - - - - - - 525,527 - - - - - - - - - $ 525,527 |
Special Reserve 602,637 - - - - - - 602,637 ( 372,967 ) - - - - - - - - $ 229,670 |
Pa | rent company 121,782 - - - - 261,635 261,635 383,417 - - - - - 136,312) 136,312) - - $ 247,105 |
Using equity method Subsidiaries 327,584 ) - - 6,116 ) - 235,052 235,052 98,648 ) - - 2,467 ) - - 113,249) 113,249) - - $ 214,364) |
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| Share(Thousands) 914,487 - - - - - - 914,487 - - - - - - - - - 914,487 |
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( |
( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
( ( |
( ( ( ( ( ( ( |
( ( ( ( |
( ( ( |
( ( ( ( |
10,000,535 141 12,000 - ( 414,333 ) 830,872 416,539 10,429,215 - 4,005 - ( 1,200 ) 275,768 ( 353,635) ( 77,867) 213,845 35,524 $ 10,603,522 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Kuo, Shao-Yi
Manager : Kuo, Shao-Yi
Head of Accounting : Ko, Pei-Chun
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Li Peng Enterprise Co Ltd and Subsidiaries Consolidated Statements of Cash Flows
Jan 1 to Dec 31, 2020, 2021
Unit : Thousands of NTD
| Code Cash Flows From Operating Activities A10000 Profit (loss) before income tax A20010 Provided by (used in) operating activities: A20100 Depreciation A20200 Amortization A20300 Expected credit (gain) loss on reversal of impairment loss A29900 Amortized prepayment A20400 Financial assets and liability at fair value through (profit) or loss A20900 Finance costs A21200 Interest income A21300 Dividend income A21900 Transfer of treasury stock to employee compensation costs A22300 Share of income to associates using equity method A22500 Gain on disposal or retirement of property, plant, equipment A23100 Gain on disposal of investment, net A23200 Gain on disposal of investments accounted for using equity method, net A23800 Impairment loss (reversal of impairment loss) on inventory A23900 Unrealized profit on sales to associates A24100 Net gain on foreign exchange Changes in operating assets and liabilities A31115 Collect financial assets at fair value through profit or loss A31130 Accounts receivable A31150 Accounts receivable A31200 Inventory A31230 Prepayments A31240 Other current assets A31250 Other financial assets A32130 Notes payable A32150 Accounts payable A32180 Other accounts payable A32200 Current provisions A32240 Accrued pension liabilities, net A32230 Other current liability A33000 Cash generated from operations A33100 Interest income A33200 Dividend income |
2021 $ 341,648 587,617 4,349 1,433 66,928 20,136 41,592 18,745 ) 3,107 ) 2,150 17,160 ) 6,209 ) 17,241 ) - 86,082 241 ) 72,253 ) 9,816 196,978 ) 762,290 ) 1,164,737 ) 208,867 ) 11,943 ) 47,227 ) 60,460 1,078,297 310,608 15,660 ) 8,466 ) 34,288 94,280 17,384 3,107 |
2020 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 532,859 ) 617,864 6,472 3,508 ) 71,701 29,449 ) 56,497 45,307 ) 1,738 ) - 17,172 ) 668 ) 341 ) 51 ) 71,402 ) 241 11,910 ) 172,192 ) 17,354 67,397 ) 545,361 67,940 ) 1,945 113,027 ) 13,694 ) 571,015 15,161 ) 1,347 ) 17,931 ) 37,244) 668,112 47,131 1,738 |
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| Code A33200 Dividend income from associates A33300 Interest payable A33500 Income tax receive (payable) AAAA Cash inflow from operating activities Cash Flows from Investing Activities B00010 Acquisition of financial assets at fair value through other comprehensive income B00020 Disposal of financial assets at fair value through other comprehensive income B01800 Acquisition of associates B01900 Disposal of associates B02200 Cash inflow from acquisition of subsidiary, net B05900 Decrease (increase) in loan to related parties receivable B02700 Acquisition of property, plant, equipment B02800 Disposal of property, plant, equipment B03800 Increase in refundable deposits B04500 Acquisition of intangible asset BBBB Cash outflow from investment activity Cash Flows From Financing Activities C00100 Increase (decrease) in short-term loan C00500 Proceeds from short-term bills payable C01600 Lend long-term loan C01700 Repay long-term loan C04020 Lease principal repayment C03000 Increase (decrease) in refundable deposits C03700 Increase (decrease) in loan to related parties receivable C05000 Disposal of treasury stock C05100 Treasury stock transferred to employee C05800 Changes to non-controlling interests CCCC Cash inflows (outflows) from financing activities DDDD Effect of exchange rate on cash or cash equivalents EEEE Net Decrease in Cash and Cash Equivalents E00100 Balance of cash and cash equivalents, beginning of the year E00200 Balance of cash and cash equivalents, end of the year |
2021 $ 35,750 41,923 ) 5,200 113,798 164,326 ) 26,387 - - - 1,080 554,795 ) 6,641 118 ) 1,646) 686,777) 751,000 320,000 ) 1,825,000 2,030,000 ) 482 ) 509 28,000 213,845 33,374 1,200) 500,046 44,366 28,567 ) 1,359,763 $ 1,331,196 |
2020 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 41,872 57,308 ) 6,449) 695,096 49,361 ) 218,584 758,415 ) 15,083 392 404,500 ) 245,335 ) 1,052 1 ) 3,193) 1,225,694) 2,006,000 ) 500,000 875,000 295,000 ) 463 ) 298 ) 35,000 ) - - 12,000 949,761) 7,000 1,473,359 ) 2,833,122 $ 1,359,763 |
The accompanying notes are an integral part of the consolidated financial statements
-
Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi Head of Accounting : Ko, Pei-Chun
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Independent Auditors’ Report
To Li Peng Enterprise Corporation Limited
Opinion
We have audited the accompanying individual financial statements of Li Peng Enterprise Corporation Limited (the “Company”), which comprise the individual balance sheets as of December 31, 2021 and 2020, and the individual statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the individual financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying individual financial statements present fairly, in all material respects, the accompanying individual financial position of the Company as of December 31, 2021 and 2020, and its individual financial performance and its individual cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by 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 auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual Financial 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. 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 judgement, were of most significance in our audit of the individual financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for the Company’s parent only financial statements for the year ended December 31, 2021 are stated as follows :
The Authenticity of the sales revenues from the new top 10 major clients of the Nylon products
The Company comprises of nylon department, weaving department, and trading department. Because the nylon product sales revenue accounts for roughly 62% of the opearational revenue, and the variations in sales revenue is greater from the top 10 clients of the nylon products, the accountant will list the authenticity of the the sales revenues from the new top 10 major clients of the nylon products as the key auditing matter. Please refer to Note 4 in the individual financial report for the reference of the related accounting policy concerning income recognition.
Our audit procedures related to the evaluation of the above-mentioned key audit matter, include the understanding and sampling of selected internal control design with effectively execution to have identified the transaction of sales revenue.
Responsibilities of Management and Those Charged with Governance for the Individual Financial Statements
Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Individual Financial Statements
Our objectives are to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic
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of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the individual financial statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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 individual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the individual financial statements, including the disclosures, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the individual financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance 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.)
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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 significant in the audit of the individual 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.
The engagement partners on the audit resulting in this independent auditors’ report are Wu, Ke-Chang and Chiu, Ming-Yu.
Wu, Ke-Chang
Deloitte & Touche Taipei, Taiwan Republic of China
Financial Supervisory Commission ROC vetted Document no. 1000028068
Chiu, Ming-Yu Deloitte & Touche Taipei, Taiwan Republic of China
Financial Supervisory Commission ROC vetted Document no. 0930160267
March 28, 2022
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Li Peng Enterprise Co Ltd Individual Balance Sheets
December 31, 2020 to 2021
Unit : Thousands of NTD
| Code 1100 1110 1150 1160 1170 1180 1210 130X 1410 1476 1479 11XX 1510 1517 1550 1600 1755 1780 1840 1915 1990 15XX 1XXX Code 2100 2110 2150 2160 2170 2180 2219 2280 2220 2250 2320 2399 21XX 2580 2540 2570 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 3XXX |
Assets Current Assets Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Notes receivable(Note 8) Notes receivable – related parties(Note 29) Accounts receivable(Note 8) Accounts receivable – related parties(Note 29) Loan to related parties(Note 29) Inventory(Note 9) Prepayments Other financial assets - current(Note 10, 29) Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss – non-current(Note 7) Financial assets at fair value through other comprehensive income- non-current(Note 11) Investment adjustments for Using Equity Method (Note 12) Property, plant, equipment(Note 13) Right of use asset(Note 14) Other intangible assets(Note 15) Net deferred tax assets(Note 23) Prepayment for equipment Other non-current assets Total non-current assets Total Assets Liabilityand Equity Current liability Short-term loan(Note 16) Short-term corporate bonds payable(Note 16) Notes payable Notes payable-related parties(Note 29) Accounts payable Accounts payable-related parties(Note 29) Other payable(Note 17, 29) Lease liability-current(Note 14) Loan from related parties (Note 29) Current provisions Long-term loan due in a year(Note 18) Other current liability Total current liabilities Non-current liability Lease liability-non-current(Note 14) Long-term loan(Note 18) Deferred income tax liability(Note 23) Accrued pension liability-non-current(Note 19) Other non-current liability Total non-current liabilities Total Liability Equity(Note 20) Common stock Capital reserve Retained earning Legal reserve Special reserve Accrued loss Total retained earnings Other equity Treasury stock Total Equity Total of Liability and Equity |
December 31, 2021 | December 31, 2021 | % 7 - - 1 6 1 5 17 - 5 - 42 - 4 22 29 - - 2 1 - 58 100 15 4 - - 6 1 8 - 2 - - 1 37 - 9 1 1 - 11 48 49 1 3 1 - 4 - 2) 52 100 |
December 31, 2020 | December 31, 2020 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,279,090 50,092 88,906 192,906 1,063,602 192,154 902,087 3,088,472 63,170 994,553 17,887 7,932,919 9,902 810,698 4,016,737 5,465,726 538 5,352 311,310 180,136 466 10,800,865 $ 18,733,784 $ 2,795,000 800,000 38,370 85,560 1,139,194 110,584 1,433,345 177 281,000 5,174 31,250 165,309 6,884,963 362 1,793,750 146,840 256,602 1,218 2,198,772 9,083,735 9,144,872 185,591 525,527 229,670 42,496) 712,701 62,608) 330,507) 9,650,049 $ 18,733,784 |
Amount $ 926,455 55,979 33,170 52,264 1,301,064 611,603 597,329 1,994,434 51,630 458,987 5,827 6,088,742 11,825 947,010 3,979,609 5,518,193 720 8,055 365,891 169,784 3,318 11,004,405 $ 17,093,147 $ 2,044,000 1,120,000 54,765 8,705 789,047 56,451 752,603 107 230,000 20,372 155,000 121,505 5,352,555 541 1,875,000 146,650 235,805 705 2,258,701 7,611,256 9,144,872 134,620 525,527 602,637 662,075) 466,089 168,713 432,403) 9,481,891 $ 17,093,147 |
% | |||||||
( ( ( |
( |
( ( |
( ( |
5 - - - 8 4 4 12 - 3 - 36 - 6 23 32 - - 2 1 - 64 100 12 7 - - 5 - 5 - 1 - 1 1 32 - 11 1 1 - 13 45 53 1 3 4 4) 3 1 3) 55 100 |
The accompanying notes are an integral part of the individual financial statements.
Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi Head of Accounting : Ko, Pei-Chun
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Li Peng Enterprise Co Ltd
Individual Statements of Comprehensive Income
Jan 1 to Dec 31 2020, 2021
Unit: Thousands of NTD, Except loss per share
| 2021 Code Amount 4000 Operating revenue(Note 21, 29) $ 12,268,967 5000 Operating cost(Note 9, 29) 11,212,329 5900 Operating margin 1,056,638 5910 Unrealized sales (profit) loss 72 5920 Realized sales (loss) profit 320 5950 Realized operating margin 1,057,030 Operating expense(Note 29) 6100 Sales expense 429,995 6200 Management expense 188,640 6300 R&D expense 109,784 6450 Expected credit loss ( gain) on reversal of impairment loss 1,419 6000 Total operating expenses 729,838 6900 Operating net profit (loss) 327,192 Non-operating income and expenses 7100 Interest income(Note 22, 29) 11,596 7010 Other income(Note 22, 29) 44,920 7020 Other profit and loss(Note 22) ( 62,856 ) 7050 Finance cost(Note 22, 29) ( 42,803 ) 7070 Share of profits of subsidiaries and associates 47,033 7000 Total non-operating income and loss ( 2,110) |
2021 | % 100 91 9 - - 9 3 2 1 - 6 3 - - - - - - |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| % | ||||||||
| 100 98 2 - - 2 3 1 1 - 5 ( 3) - 1 ( 3 ) - - ( 2) |
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| (continue from last page) | |||
|---|---|---|---|
| Code 7900 Net profit (loss) before tax 7950 Income tax (expense) profit (Note 4, 23) 8200 Net profit (loss) of the year Other comprehensive income (net) 8310 Uncategorized items profit and loss: 8311 Measure on defined benefit plans 8316 Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income 8330 Share of other comprehensive gain of subsidiaries and associates 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences resulting from translation on foreign operations 8380 Share of other comprehensive gain of subsidiaries and associates 8300 Total other comprehensive income of the year 8500 Total comprehensive income of the year Earning (loss) per share(Note 24) 9710 Basic earnings per share 9810 Diluted earnings per share |
2021 | ||
The accompanying notes are an integral part of the individual financial statements. Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi Head of Accounting : Ko, Pei-Chun
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Li Peng Enterprise Co Ltd
Individual Statements of Changes in Equity
Jan 1 to Dec 31, 2020, 2021
| Code A1 Balance as of Jan 01, 2020 Changes to other capital reserve: C7 Change in associates using equity method M7 Changes to equity ownership of subsidiary Q1 Subsidiary and associates’ disposal of equity tool through other comprehensive income D1 Net Loss in 2020 D3 Other comprehensive income in 2020 D5 Total comprehensive income in 2020 Z1 Balance as of Dec 31, 2020 B17 Reversal of Special Reserve Changes to other capital reserve: C7 Change in associates using equity method Q1 Associates’ disposal of equity tool through other comprehensive income D1 Net Profit in 2021 D3 Other comprehensive income in 2021 D5 Total comprehensive income in 2021 L7 Disposal of the parent company’s stock by a subsidiary is regarded as a treasury stock transaction N1 Treasury stock transferred to employees Z1 Balance as of Dec 31, 2021 |
Share Capital Share(Thousands) Share Capital 914,487 $ 9,144,872 - - - - - - - - - - - - 914,487 9,144,872 - - - - - - - - - - - - - - - - 914,487 $ 9,144,872 |
Share Capital Share(Thousands) Share Capital 914,487 $ 9,144,872 - - - - - - - - - - - - 914,487 9,144,872 - - - - - - - - - - - - - - - - 914,487 $ 9,144,872 |
Capital Reserve $ 134,044 141 435 - - - - 134,620 - 4,005 - - - - 44,892 2,074 $ 185,591 |
Retained Earning | Unappropriated Earnings Exchange difference $ 248,943 ) - - 14,363 ) 412,009 ) 13,240 398,769) 662,075 ) 372,967 - 5,239 269,155 27,782) 241,373 - - $ 42,496) |
Other Equity Items Financial assets unrealized profit and loss at fair value through other comprehensive income Subsidiary using Associates using Parent Company EquityMethod EquityMethod $ 121,782 ( $ 327,584 ) ( $ 225,776 ) - - - - - - - ( 6,116 ) 20,479 - - - 261,635 235,052 120,876 261,635 235,052 120,876 383,417 ( 98,648 ) ( 84,421 ) - - - - - - - ( 2,467 ) ( 2,772 ) - - - ( 136,312) ( 113,249) 37,454 ( 136,312) ( 113,249) 37,454 - - - - - - $ 247,105 ($ 214,364) ($ 49,739) |
Other Equity Items Financial assets unrealized profit and loss at fair value through other comprehensive income Subsidiary using Associates using Parent Company EquityMethod EquityMethod $ 121,782 ( $ 327,584 ) ( $ 225,776 ) - - - - - - - ( 6,116 ) 20,479 - - - 261,635 235,052 120,876 261,635 235,052 120,876 383,417 ( 98,648 ) ( 84,421 ) - - - - - - - ( 2,467 ) ( 2,772 ) - - - ( 136,312) ( 113,249) 37,454 ( 136,312) ( 113,249) 37,454 - - - - - - $ 247,105 ($ 214,364) ($ 49,739) |
Other Equity Items Financial assets unrealized profit and loss at fair value through other comprehensive income Subsidiary using Associates using Parent Company EquityMethod EquityMethod $ 121,782 ( $ 327,584 ) ( $ 225,776 ) - - - - - - - ( 6,116 ) 20,479 - - - 261,635 235,052 120,876 261,635 235,052 120,876 383,417 ( 98,648 ) ( 84,421 ) - - - - - - - ( 2,467 ) ( 2,772 ) - - - ( 136,312) ( 113,249) 37,454 ( 136,312) ( 113,249) 37,454 - - - - - - $ 247,105 ($ 214,364) ($ 49,739) |
Unit:Thousands of NTD Treasury Stock Total $ 432,403 ) $ 9,269,633 - 141 - 435 - - - ( 412,009 ) - 623,691 - 211,682 432,403 ) 9,481,891 - - - 4,005 - - - 269,155 - ( 253,864) - 15,291 68,446 113,338 33,450 35,524 $ 330,507) $ 9,650,049 |
Unit:Thousands of NTD Treasury Stock Total $ 432,403 ) $ 9,269,633 - 141 - 435 - - - ( 412,009 ) - 623,691 - 211,682 432,403 ) 9,481,891 - - - 4,005 - - - 269,155 - ( 253,864) - 15,291 68,446 113,338 33,450 35,524 $ 330,507) $ 9,650,049 |
Unit:Thousands of NTD Treasury Stock Total $ 432,403 ) $ 9,269,633 - 141 - 435 - - - ( 412,009 ) - 623,691 - 211,682 432,403 ) 9,481,891 - - - 4,005 - - - 269,155 - ( 253,864) - 15,291 68,446 113,338 33,450 35,524 $ 330,507) $ 9,650,049 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Foreign Organization Financial report Exchange difference ( $ 24,523 ) - - - - ( 7,112) ( 7,112) ( 31,635 ) - - - - ( 13,975) ( 13,975) - - ($ 45,610) |
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| Legal Reserve $ 525,527 - - - - - - 525,527 - - - - - - - - $ 525,527 |
Special Reserve $ 602,637 - - - - - - 602,637 ( 372,967 ) - - - - - - - $ 229,670 |
Parent Company $ 121,782 - - - - 261,635 261,635 383,417 - - - - ( 136,312) ( 136,312) - - $ 247,105 |
Subsidiary using EquityMethod ( $ 327,584 ) - - ( 6,116 ) - 235,052 235,052 ( 98,648 ) - - ( 2,467 ) - ( 113,249) ( 113,249) - - ($ 214,364) |
|||||||||||||
| Share(Thousands) 914,487 - - - - - - 914,487 - - - - - - - - 914,487 |
||||||||||||||||
( |
( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
( ( |
( ( ( ( ( ( ( |
( ( ( ( |
( ( ( |
( ( |
$ 9,269,633 141 435 - 412,009 ) 623,691 211,682 9,481,891 - 4,005 - 269,155 253,864) 15,291 113,338 35,524 $ 9,650,049 |
The accompanying notes are an integral part of the individual financial statements.
Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi Head of Accounting : Ko, Pei-Chun
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Li Peng Enterprise Co Ltd Individual Statements of Cash Flows Jan 1 to Dec 31, 2020, 2021
Unit : Thousands of NTD
| Code Cash Flows From Operating Activities A10000 Profit (loss) before income tax A20010 Provided by (used in) operating activities: A20100 Depreciation A20200 Amortization A20300 Expected credit loss (gain) on reversal of impairment loss A29900 Amortized prepayment A20400 Financial assets and liability at fair value through (profit) or loss A20900 Finance costs A21200 Interest income A21300 Dividend income A21900 Transfer of treasury stock to employee compensation costs A22400 Share of income to associates using equity method A22500 Gain on disposal of property, plant, equipment A23200 Gain on disposal of investments accounted for using equity method, net A23800 Impairment loss (reversal of impairment loss) on inventory A24000 Realized profit on sales to subsidiaries and associates A24100 Gain on foreign exchange, net A30000 Changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31200 Inventory A31230 Prepayment A31240 Other current assets A31250 Other financial assets A32130 Notes payable A32150 Accounts payable A32180 Other payables A32200 Current provisions A32240 Accrued pension liabilities A32230 Other current liability A33000 Cash generated from operations |
2021 $ 325,082 584,279 4,349 1,419 66,928 7,810 42,803 11,596 ) 842 ) 2,150 47,033 ) 6,209 ) - 86,082 392 ) 83,024 ) 196,978 ) 685,752 1,180,120 ) 80,850 ) 12,075 ) 539,262 ) 60,460 402,929 690,472 15,660 ) 8,466 ) 45,641 823,649 |
2020 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 533,806 ) 614,708 6,405 2,752 ) 71,701 26,566 ) 57,704 31,529 ) 1,555 ) - 39,240 ) 668 ) 51 ) 71,083 ) 4,704 8,665 ) 1,512 280,928 601,139 67,341 ) 2,192 388,322 ) 13,695 ) 374,405 269,304 1,347 ) 17,931 ) 43,380) 1,036,771 |
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| Code A33100 Interest income AC0200 Dividend income A33200 Dividend income from associates A33300 Interest payable A33500 Income tax payable AAAA Cash inflow from operating activities Cash Flows From Investing Activities B00010 Acquisition of financial assets at fair value through other comprehensive income B01800 Acquisition of associates B01900 Disposal of associates B02700 Acquisition of property, plant, equipment B02800 Disposal of property, plant, equipment B03800 Increase in refundable deposit B04500 Acquisition of intangible asset B04300 Increase in loan to related parties receivable BBBB Cash outflow from investment activity Cash Flows From Financing Activities C00100 (Decrease) increase in short-term loan C00500 Proceeds from short-term bills payable C01600 Lend long-term loan C01700 Repay long-term loan C04020 Lease principal repayment C03000 Increase in refundable deposits received C03700 Loan payable to related parties (less) more C05100 Treasury stock transferred to employee CCCC Cash inflows (outflows) from financing activities DDDD Effect of exchange rate on cash or cash equivalents EEEE Net Increase (Decrease) in Cash and Cash Equivalents E00100 Balance of cash and cash equivalents, beginning of the year E00200 Balance of cash and cash equivalents, end of the year |
2021 $ 10,916 842 39,350 43,118 ) 10,052 841,691 - - - 554,956 ) 6,641 119 ) 1,646 ) 288,743) 838,823) 751,000 320,000 ) 1,825,000 2,030,000 ) 106 ) 513 51,000 33,374 310,781 38,986 352,635 926,455 $ 1,279,090 |
2020 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 33,262 1,555 41,872 58,583 ) 4,043) 1,050,834 3,127 ) 787,965 ) 15,083 244,580 ) 1,052 - 3,193 ) 617,522) 1,640,252) 2,006,000 ) 500,000 875,000 295,000 ) 236 ) 200 95,000 ) - 1,021,036) 10,321 1,600,133 ) 2,526,588 $ 926,455 |
The accompanying notes are an integral part of the individual financial statements.
Chairman: Kuo, Shao-Yi Manager : Kuo, Shao-Yi Head of Accounting : Ko, Pei-Chun
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Attachments 2
LI PENG ENTERPRISE CO., LTD.
Comparative Table for the Current and Amended Articles of “Article of association”
| Current Articles | Amended Articles | Amending Reasons |
|---|---|---|
| Article 9: The company’s shareholders meeting is divided into two types: The regular shareholders meeting is held within six months after the end of each fiscal year; The extraordinary shareholders meeting shall be convened in accordance with relevant laws and regulations when necessary. |
Article 9: The company’s shareholders meeting is divided into two types: The regular shareholders meeting is held within six months after the end of each fiscal year; the extraordinary shareholders meeting shall be convened in accordance with relevant laws and regulations with necessary. A shareholders’meeting may be conducted visual communication meeting or other methods announced by central authority. |
Follow the regulation amendment |
| Article 15: There are nine directors (including three independent directors) with a term of three years, and they may be re-elected. The election of directors adopts a candidate nomination system, and the shareholders choose from the list of director candidates. |
Article 15: The Company shall have nineto elevendirectors (includingat least three independent directors), the term of office shall not exceed three years, but he/she may be eligible for re- election. The election of directors adopts a candidate nomination system, and the shareholders choose from the list of director candidates. |
In accordance to practical needs, it was amended. |
| Article 31: This charter was established on August 11, 1975 The first amendment was made on March 28, 1976 ‧ ‧ ‧ The thirty-third amendment was made on August 18, 2021 |
Article 31: This Article was established on August 11, 1975 The first amendment was made on March 28, 1976 ‧ ‧ ‧ The thirty-third amendment was made on August 18, 2021 The thirty-fourth amendment was made on June 24, 2022 |
Add amendment date and number of amendment times |
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LI PENG ENTERPRISE CO., LTD. Article of association
Chapter I General Principles
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Article 1 The company was organized in accordance with the provisions of the Company Act and was named LI PENG ENTERPRISE CO., LTD.
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Article 2 The Company's businesses are as follows:
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A101020 Growing of Crops.
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A102060 Food Dealers.
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A401020 Raising of Livestock and Poultry.
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C301010 Spinning of Yarn.
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C302010 Weaving of Textiles.
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C305010 Printing, Dyeing, and Finishing.
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C306010 Wearing Apparel.
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C399990 Other Textile and Products Manufacturing.
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C601990 Other Paper Products Manufacturing.
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C701010 Printing.
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C702010 Plate Making Industry.
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C801100 Synthetic Resin and Plastic Manufacturing.
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D101050 Combined Heat and Power.
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D101060 self-usage power generation equipment utilizing. renewable energy industry.
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F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
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F113010 Wholesale of Machinery.
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F114010 Wholesale of Motor Vehicles.
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F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
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F201010 Retail Sale of Agricultural Products.
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F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
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F213080 Retail Sale of Machinery and Tools.
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F214010 Retail Sale of Motor Vehicles.
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F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
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F301020 Supermarkets.
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G202010 Parking Area Operators.
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H701040 Specific Area Development.
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H701060 New Towns, New Community Development.
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I301010 Information Software Services.
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I301030 Electronic Information Supply Services.
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IZ99990 Other Industrial and Commercial Services.
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J701020Amusement Parks.
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J701040 Recreational Activities Venue.
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J801030 Athletics and Recreational Sports Stadium.
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JA01010 Automobile Repair.
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JE01010 Rental and Leasing.
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ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 2-1 The company's investment in other businesses is not subject to the total investment restrictions of the Company Law.
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Article 3 The company set up a head office in Taipei City, and if necessary, through the resolution of the board of directors, it may establish branches at home and abroad, and depending on the business or investment relationship or inter-industry needs, external guarantees.
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Article 4 The company's announcement method shall be handled in accordance with Article 28 of the Company Law.
Chapter II Shares
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Article 5 The total capital is rated at twelve billion New Taiwan dollars, divided into 1.2 billion shares, each with a denomination of ten New Taiwan dollars per share, and is issued in multiples. Unissued shares are authorized to be issued by the board of directors based on actual needs.
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Article 6 The transfer to employees at a price lower than the average price of the actual shares bought back should be submitted to the latest shareholders meeting to represent more than half of the total issued shares before the transfer, and with more than two-thirds of the voting rights of present shareholders agree.
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Article 7 The stocks shall be issued through book entry system instead of issuing printing stocks according to laws and regulations; the same applies to the issuance of other securities.
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Article 8 Changes to the record in the shareholder register shall not be made within 60 days before the regular shareholders meeting, 30 days before the extraordinary shareholders meeting, or within 5 days before the base date of the company's decision to distribute dividends, bonuses or other benefits.
Chapter III Shareholders' Meeting
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Article 9 The company’s shareholders meeting is divided into two types: The regular shareholders meeting is held within six months after the end of each fiscal year; The extraordinary shareholders meeting shall be convened in accordance with relevant laws and regulations when necessary.
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Article 9-1 The company’s shareholders meeting should be convened 30 days before, and the convening of the extraordinary shareholders meeting should be held 15 days before. The date, place and reason for the meeting should be notified to all shareholders and announced.
The notice of the convening of the shareholders meeting may be carried out electronically if the shareholders agree.
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Article 10 When a shareholder is unable to attend the shareholders meeting for some reason, a letter of attorney issued by the company shall be issued, stating the scope of authorization, and signing and sealing to entrust an agent to attend the meeting.
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Article 10-1 The chairman of the shareholders meeting shall be the chairman of the board of directors. If the chairman is absent, the vice chairman shall act as the deputy chairman of the board of directors when there is a vice chairman; When the vice chairman is also absent for some reason, the chairman shall appoint a director to act as his agent; If the chairman of the board does not appoint a person, one of the directors will recommend each other as an agent; If it is convened by a convener other than the board of directors, the chairman shall be the convener. If there are two or more conveners, one of the other conveners shall be elected.
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Article 11 Shareholders of the company have one voting right per share; however, those who are restricted or have no voting rights listed in Paragraph 2, Article 179 of the Company Law shall not be subject to this restriction.
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Article 12 The resolutions of the shareholders' meeting shall be attended by shareholders representing more than half of the total number of shares issued, unless otherwise provided by relevant laws and regulations, and shall be executed with the approval of more than half of the voting rights of the shareholders present. When the number of shareholders present is less than the amount specified in the preceding paragraph, it is understood that the relevant provisions of the Company Law shall be followed.
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Article 13 The resolutions of the shareholders' meeting shall be recorded in the minutes, which shall be signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting.
The production and distribution of the proceedings can be done electronically, and the method of distribution can be announced.
- The minutes of the proceedings should record the year, month, day, venue, chairman's name and resolution method of the meeting, and should record the essentials and results of the proceedings.
The minutes of the proceedings, the attendance card of the attending shareholders, and the proxy attendance letter of attorney shall be properly kept in accordance with the regulations of the competent authority.
- Article 14 The shareholders' meeting may check the schedules and reports of the audit committee submitted by the board of directors, and decide on the distribution of surplus or compensation of losses.
Chapter IV Directors and Supervisors
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Article 15 There are nine directors (including three independent directors) with a term of three years, and they may be re-elected. The election of directors adopts a candidate nomination system, and the shareholders choose from the list of director candidates.
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Article 16 The directors organize the board of directors. Two-thirds or more of the directors present and more than half of the directors’ present agree to elect one of them as the chairman of the board, and a vice chairman may be appointed by the directors in the same way to perform all the affairs of the company. The president represents the company externally.
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Article 17 When the vacancy of directors reaches one-third or all independent directors are dismissed, the board of directors shall convene an interim meeting of shareholders within 60 days to elect them. Article 18 When the chairman of the board asks for leave or is unable to exercise his powers for some reason, his agency shall be handled in accordance with Article 208 of the Company Law. When a director entrusts other directors to attend a meeting as an agent, he shall issue a power of attorney each time and list the authorized scope of the reason for the convening. The notice of the convocation of the board of directors can be notified in writing, fax, e-mail, etc. When the board of directors is meeting, if a video conference is used, the directors who participate in the meeting on the video screen shall be deemed to have attended the meeting in person.
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Article 19 The resolution of the board of directors, unless otherwise stipulated by the Company Law, should be attended by more than half of the directors, and more than half of the directors present should agree to it.
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Article 20 Delete Article 21 Delete Article 22 Delete Article 23 Delete Article 24 Delete Article 25 The remuneration of the chairman and directors shall be authorized by the board of directors to determine the extent of their participation in the operation of the company and the value of their contribution to the usual standards of the industry.
Chapter V Managers
- Article 26 The company may have one general manager and several managers, and their appointment, dismissal and remuneration shall be handled in accordance with the relevant provisions of the Company Law.
Chapter VI Accounting
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Article 27 At the end of each fiscal year, the board of directors shall prepare: (1) Business report (2) Financial statements (3) Proposals for surplus distribution or loss allowances, etc. After 30 days before the meeting of the regular shareholders meeting, it is submitted to the audit committee for verification, and then submitted to the regular shareholders meeting to request recognition.
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Article 28 If there is a profit in the year, at least 2% should be allocated for employee compensation, and no more than 5% for directors' compensation. However, when there are accumulated losses, the compensation amount shall be reserved, and then the remuneration of employees and directors shall be allocated in accordance with the aforementioned proportion. The remuneration of employees shall be determined by the board of directors in stock or cash, and the payment objects may include employees of affiliated companies who meet the conditions set by the board of directors.
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Article 29 If there is a surplus in the annual final accounts, the accumulated losses shall be made up first, and then 10% shall be allocated as the statutory surplus reserve according to law; However, when the statutory surplus reserve has reached the total paid-in capital, it is exempted to continue to be listed. The special surplus reserve shall be allocated or transferred in the second time according to laws or regulations or regulations of the competent authority. If there is a balance, add the accumulated undistributed surplus at the beginning of the period as the distributable surplus, and allocate 0% to 100% of the distributable surplus, which shall be distributed after the board of directors drafts a distribution proposal and submits it to the shareholders meeting for resolution. Among the shareholder dividends decided by the board of directors, the cash dividend shall not be less than 5% of the total dividends. However, if the cash dividend per share does not reach NT$0.1, it may be paid as a stock dividend.
Due to the changeable industrial environment and the development of diversification, the board of directors may change the payment of stock dividends in accordance with the capital budget and capital status.
Chapter VII Supplementary Provisions
Article 30 Matters not stipulated in this Articles of Association shall be handled in accordance with the Company Law and relevant laws and regulations. Article 31 This charter was established on August 11, 1975 The first amendment was made on March 28, 1976 The second amendment was made on December 6, 1976 The third amendment was on June 30, 1981 The fourth amendment was on July 26, 1981 The fifth amendment was on August 10, 1985 The sixth amendment was made on July 8, 1987 The seventh amendment was made on July 8, 1988 The eighth amendment was made on June 15, 1990 The ninth amendment was on April 18, 1991 The tenth amendment was on March 23, 1992 The eleventh amendment was made on May 20, 1993 The twelfth amendment was made on April 28, 1994 The thirteenth amendment was made on May 9, 1995 The fourteenth amendment was made on May 7, 1997 The fifteenth amendment was on April 23, 1998 The sixteenth amendment was made on May 27, 1999 The seventeenth amendment was made on April 26, 2000 The eighteenth amendment was on June 13, 2001 The nineteenth amendment was on June 12, 2002 The twentieth amendment was on June 3, 2004 The twenty-first amendment was made on June 10, 2005 The twenty-second revision was made on June 14, 2006 The twenty-third revision was on June 15, 2007 The twenty-fourth amendment was made on June 15, 2007 The twenty-fifth amendment was made on June 17, 2010
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The twenty-sixth amendment was on June 6, 2012 The twenty-seventh amendment was on June 13, 2000 The twenty-eighth amendment was on June 11, 2013 The twenty-ninth amendment was on June 10, 2015 The thirtieth amendment was on June 8, 2016 The thirty-first amendment was made on June 12, 2018 The thirty-second amendment was made on June 18, 2020. The thirty-third amendment was made on August 18, 2021
LI PENG ENTERPRISE CO., LTD. Chairman KUO, SHAO-YI
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Attachments 3
LI PENG ENTERPRISE CO., LTD.
Comparative Table for the Current and Amended Articles of “Procedures for Asset Acquisition & Disposal”
Current Articles
Article 4: Definition of terms
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Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
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Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act. 3. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 4. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. 5. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
Amended Articles Amending Reasons Article 4: Definition of terms Follow the 1. Derivatives: Forward contracts, options regulation contracts, futures contracts, leverage contracts, amendment or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
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Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act. 3. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 4. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. 5. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
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| Current Articles | Amended Articles | Amending Reasons | |
|---|---|---|---|
| 6. Mainland China area investment: Refers to investments in the mainland China areaapproved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. |
6. 7. |
Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located. Securities exchange:"Domestic securities exchange"refers to the Taiwan Stock Exchange Corporation;"foreign securities exchange"refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. Over-the-counter venue ("OTC venue","OTC"): "Domestic OTC venue"refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue"refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business. |
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8. |
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9. |
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| Article 6: Appraisal report or opinion from an accountant, lawyer or securities underwriter. The professional appraiser and its appraisers, accountants, lawyers or securities underwriters 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 |
Article 6: Appraisal report or opinion from an accountant, lawyer or securities underwriter. The professional appraiser and its appraisers, accountants, lawyers or securities underwriters 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 |
Follow the regulation amendment |
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Current Articles
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:
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Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
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When examining a case, they 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.
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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.
Article 9:
Procedures for acquiring or disposing of real property, equipment or its right to use assets 1. Evaluation and operating procedures Follow the internal control system real estate, plant and equipment cycle procedures. Except for transactions with domestic government agencies, self-local construction, lease construction, or acquisition and disposal of equipment for business use or its right to use assets, the transaction amount reaches 20% of the company's paid-in capital or NT$300 million
Amended Articles
Amending Reasons
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 self-regulatory code subordinated trade associations and the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2. When conducting a case, they 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 the adequacy 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 and reasonable, and that they have complied with applicable laws and regulations.
Article 9: Follow the Procedures for acquiring or disposing of real regulation property, equipment or its right to use assets amendment 1. Evaluation and operating procedures Follow the internal control system real estate, plant and equipment cycle procedures. Except for transactions with domestic government agencies, self-local construction, lease construction, or acquisition and disposal of equipment for business use or its right to use assets, the transaction amount reaches 20% of the company's paid-in capital or NT$300 million
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Current Articles
or more, the appraisal report issued by the professional appraiser should be obtained before the occurrence of the fact and meet the following requirements:
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A. 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 submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
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B. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
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C. 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 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:
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a. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
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b. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
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D. 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.
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Procedures for determining trading conditions and authorization limits The current value of the announcement, the
Amended Articles
or more, the appraisal report issued by the professional appraiser should be obtained before the occurrence of the fact and meet the following requirements: :
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A. 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 submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
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B. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
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C. 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 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:
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a. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
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b. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
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D. 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.
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Procedures for determining trading conditions and authorization limits The current value of the announcement, the
Amending Reasons
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Current Articles
assessed value, the actual transaction price of the neighboring real estate, etc. should be referred to, and the transaction conditions and transaction prices should be determined to prepare an analysis report, or choose one of them by inquiry, price comparison, price negotiation or bidding. If the transaction amount exceeds NT$500 million, it must be reported to the board of directors for approval.
- Execution unit
After the approval is submitted in accordance with the approval authority, the use and management department is responsible for execution.
Article 10: Procedures for obtaining or disposing of securities investment
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Evaluation and operating procedures Handle in accordance with internal control system investment cycle operation If the transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more, the accountant should be consulted for opinions on the reasonableness of the transaction price before the fact. If an accountant needs to use an expert report, it shall be handled in accordance with the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation. However, if the securities have a public quotation in an active market or otherwise stipulated by the FSC, this restriction is not applicable.
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Procedures for determining trading conditions and authorization limits Unless the securities have a public quotation in an active market, or the Financial Regulatory Commission provides otherwise, the most recent financial statement of the target company that has been verified by an accountant or reviewed by the accountant shall be taken as a reference for assessing the transaction price before the occurrence of the fact.
The cumulative transaction of the same target holds a net position of more than NT$300 million, which must be reported to the board of directors for approval.
- Execution unit
After the approval is submitted in accordance with the approval authority, the financial unit is responsible for execution.
Amended Articles Amending Reasons assessed value, the actual transaction price of the neighboring real estate, etc. should be referred to, and the transaction conditions and transaction prices should be determined to prepare an analysis report, or choose one of them by inquiry, price comparison, price negotiation or bidding. If the transaction amount exceeds NT$500 million, it must be reported to the board of directors for approval
- Execution unit
After the approval is submitted in accordance with the approval authority, the use and management department is responsible for execution.
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Article 10: Follow the Procedures for obtaining or disposing of securities regulation investment amendment 1. Evaluation and operating procedures Conducting in accordance with internal control system and investment cycle operation. If the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$ 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 (FSC).
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Procedures for determining trading conditions and authorization limits Unless the securities have a public quotation in an active market, or the Financial Regulatory Commission provides otherwise, the most recent financial statement of the target company that has been verified by an accountant or reviewed by the accountant shall be taken as a reference for assessing the transaction price before the occurrence of the fact.
The cumulative transaction of the same target holds a net position of more than NT$300 million, which must be reported to the board of directors for approval.
- Execution unit
After the approval is submitted in accordance with the approval authority, the financial unit is responsible for execution.
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| Current Articles | Amended Articles | Amending Reasons |
|---|---|---|
| Article 11: Procedures for obtaining or disposing of intangible assets or their right to use assets or membership certificates 1. Evaluation and operating procedures Handle in accordance with the internal control system fixed assets circulation procedures. The transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, the accountant should be consulted for opinions on the reasonableness of the transaction pricebefore the fact accountants shall also comply with the provisions of the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation. 2. Procedures for determining trading conditions and authorization limits (1) Intangible assets or their right to use assets: Should refer to expert evaluation reports or fair market prices to determine transaction conditions and transaction prices. If the transaction amount exceeds NT$50 million, it must be reported to the board of directors for approval. (2) Membership card: Should refer to the fair market price, determine the trading conditions and transaction prices. If the transaction amount exceeds NT$10 million, it must be reported to the board of directors for approval. 3. Execution unit After the approval is submitted in accordance with the approval authority, the user and management unit is responsible for execution. |
Article 11: Procedures for obtaining or disposing of intangible assets or their right to use assets or membership certificates 1. Evaluation and operating procedures Handle in accordance with the internal control system fixed assets circulation procedures. The transaction amount reaches 20 percent of the Company's paid-in capital or NT$ 300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. 2. Procedures for determining trading conditions and authorization limits (1) Intangible assets or their right to use assets: Should refer to expert evaluation reports or fair market prices to determine transaction conditions and transaction prices. If the transaction amount exceeds NT$50 million, it must be reported to the board of directors for approval. (2) Membership card: Should refer to the fair market price, determine the trading conditions and transaction prices. If the transaction amount exceeds NT$10 million, it must be reported to the board of directors for approval. 3. Execution unit After the approval is submitted in accordance with the approval authority, the user and management unit is responsible for execution. |
Follow the regulation amendment |
| Article 14: Procedures for dealing with related party transactions 1. When acquiring or disposing of assets with related parties, in addition to handling relevant resolution procedures and evaluating the reasonableness of transaction conditions in accordance with the provisions of this processing procedure, those whose transaction amount reaches more than 10% of the company’s total assets shall also obtain a professional Appraisal report or accountant’s opinion issued by the appraiser. When judging whether the transaction object is a related party, in addition to paying attention to its legal form, |
Article 14: Procedures for dealing with related party transactions 1. When acquiring or disposing of assets with related parties, in addition to handling relevant resolution procedures and evaluating the reasonableness of transaction conditions in accordance with the provisions of this processing procedure, those whose transaction amount reaches more than 10% of the company’s total assets shall also obtain a professional Appraisal report or accountant’s opinion issued by the appraiser. When judging whether the transaction object is a related party, in addition to paying attention to its legal form, |
Follow the regulation amendment |
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| Current Articles | Amended Articles | Amending Reasons | |
|---|---|---|---|
| 2. | the substantive relationship should also be considered. Evaluation and operating procedures Acquire or dispose of real property or its right to use assets from related parties, or acquire or dispose of real property or its right to use assets with related parties other than assets, and the transaction amount reaches 20% of the company's paid-in capital and 10% of total assets or NT$300 million or more, except for the purchase and sale of domestic government bonds, bonds subject to repurchase or sell-back conditions, purchase or repurchase of money market funds issued by domestic securities investment trust enterprises, the following materials shall besubmitted to the approval of more than one-half of all members of the audit committee andapproval by the board of directors before the transaction contract and payment can be signed: 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a transaction counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Subparagraphs (1) to (4) of Paragraph 3 of this Article. 4. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party 5. 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. 6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with Item 1 of this Article. 7. Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 17 Paragraph 2 herein, and "within the preceding year" as used |
the substantive relationship should also be considered. 2. Evaluation and operating procedures When a public company intends to acquire or dispose of real property or right-of-use assets thereof 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 thereof 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 redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors: 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a transaction counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Subparagraphs (1) to (4) of Paragraph 3 of this Article. 4. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party 5. 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. 6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with Item 1 of this Article. 7. Restrictive covenants and other important stipulations associated with the transaction. With respect to the types of transactions listed below, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or |
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Current Articles
herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors need not be counted toward the transaction amount.
With respect to the types of transactions listed below, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to this process and delegate the board chairman to decide such matters when the transaction is within 10% of the net value of the most recent financial statement and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
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Acquisition or disposal of equipment or rightof-use assets thereof held for business use.
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Acquisition or disposal of real property rightof-use assets held for business use.
In the board of directors’ discussion, the board of directors shall take into full consideration each director's opinions. If a director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
The paragraph 2 requires recognition by onehalf or more of all audit committee members and then submitted to the board of directors for a resolution, and shall be subject to mutatis mutandis application of Article 7, paragraphs 3 and 4.
Amended Articles
indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to this process and delegate the board chairman to decide such matters when the transaction is within 10% of the net value of the most recent financial statement and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
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Acquisition or disposal of equipment or rightof-use assets thereof held for business use.
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Acquisition or disposal of real property rightof-use assets held for business use.
In the board of directors’ discussion, the board of directors shall take into full consideration each director's opinions. If a director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
The paragraph 2 requires recognition by onehalf or more of all audit committee members and then submitted to the board of directors for a resolution, and shall be subject to mutatis mutandis application of Article 7, paragraphs 3 and 4.
If the Company or a subsidiary thereof that is not a domestic public company will have a transaction set out in paragraph 2 and the transaction amount will reach 10 percent or more of the public company’s total assets, the public company shall submit the materials in all the subparagraphs of paragraph 1 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the public company and its parent company or subsidiaries or between its subsidiaries.
Amending Reasons
The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 17 Paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders' meeting and the board of directors need not be counted toward the transaction amount.
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Evaluation of the reasonableness of transaction 3. Evaluation of the reasonableness of transaction costs costs 1. Acquirement of real property or right-of-use 1. Acquirement of real property or right-of-use
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| Current Articles | Amended Articles | Amending Reasons |
|---|---|---|
| assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: A. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non- financial industry lending rate announced by the Ministry of Finance. B. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. 2. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. 3. A public company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with Subparagraphs (1) and (2) of Paragraph 3 of this Article, shall also engage a CPA to check the appraisal and render a specific opinion. 4. When acquiring real property or its right to use assets from related parties in accordance with the provisions of paragraphs (1) and (2) of this article, the evaluation results shall be lower than the transaction price, it shall be handled in accordance with the provisions of paragraph (5) of this article. However, it is not limited to those who present objective evidence and obtain specific reasonable |
assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: A. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non- financial industry lending rate announced by the Ministry of Finance. B. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. 2. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. 3. A public company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with Subparagraphs (1) and (2) of Paragraph 3 of this Article, shall also engage a CPA to check the appraisal and render a specific opinion. 4. When acquiring real property or its right to use assets from related parties in accordance with the provisions of paragraphs (1) and (2) of this article, the evaluation results shall be lower than the transaction price, it shall be handled in accordance with the provisions of paragraph (5) of this article. However, it is not limited to those who present objective evidence and obtain specific reasonable |
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| Current Articles | Amended Articles | Amending Reasons |
|---|---|---|
| opinions from the professional appraiser of real estate and the accountant due to the following circumstances: A. If the related party obtains plain or leased land and rebuilds, it may prove that it meets one of the following conditions: (a) The original land is evaluated according to the methods specified in the preceding three paragraphs, and the building is based on the construction cost of the related party plus reasonable construction profit, and the total amount exceeds the actual transaction price. The so-called reasonable construction profit shall be based on the average operating gross profit margin of the construction department of the related party in the last three years or the most recent gross profit margin of the construction industry announced by the Ministry of Finance, whichever is lower (b) Other non-related person transaction cases on other floors of the same target premises or adjacent areas within one year, which areas are similar, and the trading conditions are equivalent after evaluating the reasonable floor or regional price difference that should be in accordance with the practice of real estate buying and selling or leasing. B. Proof of the real estate purchased from the related party or leased to obtain the right to use the real estate, and the transaction conditions are equivalent to and similar in size to other non-related party transaction cases in the neighboring area within one year. The aforementioned “neighboring area transaction cases” shall be based on the principle that the same or adjacent street profile is not more than 500 meters away from the transaction target or the current value of the announcement is similar; If the area is similar, the area of other non-related person transaction cases shall not be less than 50% of the area of the transaction object. The term “one year” is based on the date of the acquisition of the real estate or its right to use assets as the basis, and retrospectively |
opinions from the professional appraiser of real estate and the accountant due to the following circumstances: A. If the related party obtains plain or leased land and rebuilds, it may prove that it meets one of the following conditions: (a) The original land is evaluated according to the methods specified in the preceding three paragraphs, and the building is based on the construction cost of the related party plus reasonable construction profit, and the total amount exceeds the actual transaction price. The so-called reasonable construction profit shall be based on the average operating gross profit margin of the construction department of the related party in the last three years or the most recent gross profit margin of the construction industry announced by the Ministry of Finance, whichever is lower (b) Other non-related person transaction cases on other floors of the same target premises or adjacent areas within one year, which areas are similar, and the trading conditions are equivalent after evaluating the reasonable floor or regional price difference that should be in accordance with the practice of real estate buying and selling or leasing. B. Proof of the real estate purchased from the related party or leased to obtain the right to use the real estate, and the transaction conditions are equivalent to and similar in size to other non-related party transaction cases in the neighboring area within one year. The aforementioned “neighboring area transaction cases” shall be based on the principle that the same or adjacent street profile is not more than 500 meters away from the transaction target or the current value of the announcement is similar; If the area is similar, the area of other non-related person transaction cases shall not be less than 50% of the area of the transaction object. The term “one year” is based on the date of the acquisition of the real estate or its right to use assets as the basis, and retrospectively |
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| Current Articles | Amended Articles | Amending Reasons |
|---|---|---|
| calculated one year in the past. 5. If the real property or its right to use assets is obtained from a related party, if the evaluation result is lower than the transaction price in accordance with the third paragraph (1) to (4) of this article, the following matters shall be handled. If a special surplus reserve is set forth in accordance with the following provisions, the assets purchased or leased at a high price shall be recognized as a loss in value or disposition or termination of the lease, or appropriate compensation or restoration, or there may be other evidence to confirm that there is nothing unreasonable, and the special surplus reserve can only be used after the approval of the financial management committee. A. The company shall set aside the special surplus reserve in accordance with the difference between the transaction price of the real estate or its right-of-use asset and the estimated cost in accordance with the provisions of Article 41, Paragraph 1, of the Securities Exchange Law, and shall not distribute or transfer capital to allotment. B. Independent directors shall be handled in accordance with Article 218 of the Company Act. C. The handling of the aforementioned points 1 and 2 should be reported to the shareholders meeting, and the details of the transaction should be disclosed in the annual report and public prospectus. 6. Obtaining real estate or its right to use assets from related parties, in any of the following circumstances, should be handled in accordance with the relevant assessment and operating procedures in paragraph 2 of this article. The provisions of paragraph 3 (1), (2), and (3) of this article regarding the assessment of the reasonableness of transaction costs are not applicable: A. The related party acquires real estate or its right to use assets due to inheritance or gift. B. It has been more than five years since the related party contracted to obtain the real property or its right to use assets. C. Signing a joint construction contract with |
calculated one year in the past. 5. If the real property or its right to use assets is obtained from a related party, if the evaluation result is lower than the transaction price in accordance with the third paragraph (1) to (4) of this article, the following matters shall be handled. If a special surplus reserve is set forth in accordance with the following provisions, the assets purchased or leased at a high price shall be recognized as a loss in value or disposition or termination of the lease, or appropriate compensation or restoration, or there may be other evidence to confirm that there is nothing unreasonable, and the special surplus reserve can only be used after the approval of the financial management committee. A. The company shall set aside the special surplus reserve in accordance with the difference between the transaction price of the real estate or its right-of-use asset and the estimated cost in accordance with the provisions of Article 41, Paragraph 1, of the Securities Exchange Law, and shall not distribute or transfer capital to allotment. B. Independent directors shall be handled in accordance with Article 218 of the Company Act. C. The handling of the aforementioned points 1 and 2 should be reported to the shareholders meeting, and the details of the transaction should be disclosed in the annual report and public prospectus. 6. Obtaining real estate or its right to use assets from related parties, in any of the following circumstances, should be handled in accordance with the relevant assessment and operating procedures in paragraph 2 of this article. The provisions of paragraph 3 (1), (2), and (3) of this article regarding the assessment of the reasonableness of transaction costs are not applicable: A. The related party acquires real estate or its right to use assets due to inheritance or gift. B. It has been more than five years since the related party contracted to obtain the real property or its right to use assets. C. Signing a joint construction contract with |
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| Current Articles | Amended Articles | Amending Reasons |
|---|---|---|
| the related party, or entrusting the related party to construct real estate and obtain the real property from the construction of the land or the lease of the land. D. Acquire real estate use rights assets for business use with parent companies, subsidiaries, or subsidiaries that directly or indirectly hold 100% of the issued shares or total capital. 7. The acquisition of real estate or its right to use assets from related parties, if there is other evidence showing that the transaction is not in line with business practices, shall also be handled in accordance with the provisions of paragraph 3 (5) of this article. |
the related party, or entrusting the related party to construct real estate and obtain the real property from the construction of the land or the lease of the land. D. Acquire real estate use rights assets for business use with parent companies, subsidiaries, or subsidiaries that directly or indirectly hold 100% of the issued shares or total capital. 7. The acquisition of real estate or its right to use assets from related parties, if there is other evidence showing that the transaction is not in line with business practices, shall also be handled in accordance with the provisions of paragraph 3 (5) of this article. |
|
| Article 17: Information disclosure procedures 1. Under any of the following circumstances, a public company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: A. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof 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 and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. B. Merger, demerger, acquisition, or transfer of shares. 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. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: a. For a public company whose paid-in |
Article 17: Information disclosure procedures 1. Under any of the following circumstances, a public company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: A. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof 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 and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. B. Merger, demerger, acquisition, or transfer of shares. 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. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: a. Fora public companywhose paid-in |
Follow the regulation amendment |
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| Current Articles | Amended Articles | Amending Reasons |
|---|---|---|
| capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. b. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. 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 furthermore the transaction counterparty is not a related party, 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$300 million; provided, this shall not apply to the following circumstances: a. Trading of domestic government bonds. b. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. The amount of transactions above shall be calculated as follows: A. The amount of any individual transaction. B. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. C. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. D. The cumulative transaction amount of acquisitions and disposals (cumulative |
capital is less than NT$ 10 billion, the transaction amount reaches NT$ 500 million or more. b. Fora public companywhose paid-in capital is NT$ 10 billion or more, the transaction amount reaches NT$ 1 billion or more. 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 furthermore the transaction counterparty is not a related party, 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: a. Trading of domestic government bondsor foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. b. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. The amount of transactions above shall be calculated as follows: A. The amount of any individual transaction. B. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. C. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. D. The cumulative transaction amount of acquisitions and disposals (cumulative |
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| Current Articles | Amended Articles | Amending Reasons |
|---|---|---|
| acquisitions and disposals, respectively) of the same security within the preceding year. E. "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. 3. A public company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. 4. When a public company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, 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. 5. A public company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise. 6. Where any of the following circumstances occurs with respect to a transaction that a public company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event: A. Change, termination, or rescission of a contract signed in regard to the original transaction. B. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. C. Change to the originally publicly announced and reported information. |
acquisitions and disposals, respectively) of the same security within the preceding year. E. "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. 3. A public company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. 4. When a public company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, 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. 5. A public company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise. 6. Where any of the following circumstances occurs with respect to a transaction that a public company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event: A. Change, termination, or rescission of a contract signed in regard to the original transaction. B. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. C. Change to the originally publicly announced and reported information. |
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LI PENG ENTERPRISE CO.,LTD. Regulations Governing the Acquisition and Disposal of Assets
2019.6.12 (Amended)
Chapter I General Principles
Article 1 Purpose
In order to protect assets and implement information disclosure, this processing procedure is specially formulated.
Article 2: Legal basis
These Regulations are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act and the Financial Supervision and Administration Commission (Hereinafter referred to as the FSC) The relevant provisions of the "Standards for the Acquisition or Disposal of Assets by Public Offering Companies” issued by the letter of the Financial Supervision.
Article 3: Applicable scope of assets
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Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
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Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.
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Memberships.
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Patents, copyrights, trademarks, franchise rights, and other intangible assets.
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Right-of-use assets.
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Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
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Derivatives.
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Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
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Other major assets.
Article 4: Definition of terms
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Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
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Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act,
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Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
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Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
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Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
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Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
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Article 5: The total amount of real estate and its right to use assets or securities obtained by the company and its subsidiaries for non-business use and the limit of individual securities shall be handled in accordance with the following regulations:
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The total amount of real estate and its right to use assets not for business use shall not exceed 30% of the company's net worth.
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The total amount of marketable securities shall not exceed 90% of the company's net worth.
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The amount of individual securities shall not exceed 50% of the company's net worth.
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Article 6: Appraisal report or opinion from an accountant, lawyer or securities underwriter. The professional appraiser and its appraisers, accountants, lawyers or securities underwriters shall meet the following requirements:
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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.
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May not be a related party or de facto related party of any party to the transaction.
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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:
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Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
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When examining a case, they 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.
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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.
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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.
Chapter II Disposition Procedures
Section I Establishment of Disposition Procedures
- Article 7: To formulate or amend the procedures for acquiring or disposing of assets, it shall be approved by more than half of all members of the audit committee and approved by the board of directors, and submitted to the shareholders meeting for approval.
When the board of directors discusses, the opinions of independent directors shall be fully considered. If the directors have objections or reservations, they shall be stated in the minutes of the board of directors.
Those without the consent of more than one-half of all members of the audit committee may be agreed by more than two-thirds of all directors, and the resolution of the audit committee shall be stated in the minutes of the board of directors.
All members of the audit committee and all directors are counted based on actual incumbents.
- Article 8: When obtaining or disposing of asset transactions and submitting them to the board of directors for discussion, the opinions of independent directors shall be fully considered. If the directors have objections or reservations, they shall be stated in the minutes of the board of directors.
For major asset or derivative commodity transactions, the approval of more than half of all members of the audit committee shall be approved and the board of directors’ resolution shall be submitted, and the provisions of paragraphs 3 and 4 of Article 7 shall apply.
Section II Acquisition or Disposal of Assets
Article 9: Procedures for acquiring or disposing of real property, equipment or its right to use assets
- Evaluation and operating procedures
Follow the internal control system real estate, plant and equipment cycle procedures.
Except for transactions with domestic government agencies, self-local construction, lease construction, or acquisition and disposal of equipment for business use or its right to use assets, the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, the appraisal report issued by the professional appraiser should be obtained before the occurrence of the fact and meet the following requirements:
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A. 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 submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
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B. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
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C. 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 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:
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a. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
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b. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
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D. 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.
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Procedures for determining trading conditions and authorization limits
The current value of the announcement, the assessed value, the actual transaction price of the neighboring real estate, etc. should be referred to, and the transaction conditions and transaction prices should be determined to prepare an analysis report, or choose one of them by inquiry, price comparison, price negotiation or bidding. If the transaction amount exceeds NT$500 million, it must be reported to the board of directors for approval.
- Execution unit
After the approval is submitted in accordance with the approval authority, the use and management department is responsible for execution.
Article 10: Procedures for obtaining or disposing of securities investment
- Evaluation and operating procedures
Handle in accordance with internal control system investment cycle operation If the transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more, the accountant should be consulted for opinions on the reasonableness of the transaction price before the fact. If an accountant needs to use an expert report, it shall be handled in accordance with the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation. However, if the securities have a
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public quotation in an active market or otherwise stipulated by the FSC, this restriction is not applicable.
- Procedures for determining trading conditions and authorization limits
Unless the securities have a public quotation in an active market, or the Financial Regulatory Commission provides otherwise, the most recent financial statement of the target company that has been verified by an accountant or reviewed by the accountant shall be taken as a reference for assessing the transaction price before the occurrence of the fact.
The cumulative transaction of the same target holds a net position of more than NT$300 million, which must be reported to the board of directors for approval.
- Execution unit
After the approval is submitted in accordance with the approval authority, the financial unit is responsible for execution.
Article 11: Procedures for obtaining or disposing of intangible assets or their right to use assets or membership certificates
- Evaluation and operating procedures
Handle in accordance with the internal control system fixed assets circulation procedures.
The transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, the accountant should be consulted for opinions on the reasonableness of the transaction price before the fact accountants shall also comply with the provisions of the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation.
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Procedures for determining trading conditions and authorization limits
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(1) Intangible assets or their right to use assets: Should refer to expert evaluation reports or fair market prices to determine transaction conditions and transaction prices. If the transaction amount exceeds NT$50 million, it must be reported to the board of directors for approval.
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(2) Membership card: Should refer to the fair market price, determine the trading conditions and transaction prices. If the transaction amount exceeds NT$10 million, it must be reported to the board of directors for approval.
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Execution unit
After the approval is submitted in accordance with the approval authority, the user and management unit is responsible for execution.
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Article 12: The calculation of the transaction amount from Article 9 to Article 11 shall be carried out in accordance with the provisions of Article 17 Paragraph 2. Moreover, the stated period of one year is based on the date of the transaction facts, retrospectively calculated one year in the past, and the valuation report or accountant’s opinion issued by the professional appraisers obtained in accordance with this procedure is exempt from re-entry.
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Article 13: Those who obtain or dispose of assets through the auction procedure of the court may replace the appraisal report or accountant's opinion with the certification document issued by the court.
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Section III Related Party Transactions
Article 14: Procedures for dealing with related party transactions
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When acquiring or disposing of assets with related parties, in addition to handling relevant resolution procedures and evaluating the reasonableness of transaction conditions in accordance with the provisions of this processing procedure, those whose transaction amount reaches more than 10% of the company’s total assets shall also obtain a professional Appraisal report or accountant’s opinion issued by the appraiser. When judging whether the transaction object is a related party, in addition to paying attention to its legal form, the substantive relationship should also be considered.
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Evaluation and operating procedures
Acquire or dispose of real property or its right to use assets from related parties, or acquire or dispose of real property or its right to use assets with related parties other than assets, and the transaction amount reaches 20% of the company's paid-in capital and 10% of total assets or NT$300 million or more, except for the purchase and sale of domestic government bonds, bonds subject to repurchase or sell-back conditions, purchase or repurchase of money market funds issued by domestic securities investment trust enterprises, the following materials shall be submitted to the approval of more than one-half of all members of the audit committee and approval by the board of directors before the transaction contract and payment can be signed:
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The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
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The reason for choosing the related party as a transaction counterparty.
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With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Subparagraphs (1) to (4) of Paragraph 3 of this Article.
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The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
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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.
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An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with Item 1 of this Article.
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Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 17 Paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors need not be counted toward the transaction amount.
With respect to the types of transactions listed below, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the
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company's board of directors may pursuant to this process and delegate the board chairman to decide such matters when the transaction is within 10% of the net value of the most recent financial statement and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
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Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
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Acquisition or disposal of real property right-of-use assets held for business use.
In the board of directors’ discussion, the board of directors shall take into full consideration each director's opinions. If a director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
The paragraph 2 requires recognition by the supervisors shall first be approved by onehalf or more of all audit committee members and then submitted to the board of directors for a resolution, and shall be subject to mutatis mutandis application of Article 7, paragraphs 3 and 4.
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Evaluation of the reasonableness of transaction costs
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Acquirement of real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means:
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A. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
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B. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.
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Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.
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A public company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with Subparagraphs (1) and (2) of Paragraph 3 of this Article, shall also engage a CPA to check the appraisal and render a specific opinion.
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When acquiring real property or its right to use assets from related parties in accordance with the provisions of paragraphs (1) and (2) of this article, the evaluation results shall be lower than the transaction price, it shall be handled in accordance with the provisions of paragraph (5) of this article. However, it is not limited to those who present objective evidence and obtain specific reasonable opinions from the
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professional appraiser of real estate and the accountant due to the following circumstances:
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A. If the related party obtains plain or leased land and rebuilds, it may prove that it meets one of the following conditions:
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(a) The original land is evaluated according to the methods specified in the preceding three paragraphs, and the building is based on the construction cost of the related party plus reasonable construction profit, and the total amount exceeds the actual transaction price. The so-called reasonable construction profit shall be based on the average operating gross profit margin of the construction department of the related party in the last three years or the most recent gross profit margin of the construction industry announced by the Ministry of Finance, whichever is lower.
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(b) Other non-related person transaction cases on other floors of the same target premises or adjacent areas within one year, which areas are similar, and the trading conditions are equivalent after evaluating the reasonable floor or regional price difference that should be in accordance with the practice of real estate buying and selling or leasing.
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B. Proof of the real estate purchased from the related party or leased to obtain the right to use the real estate, and the transaction conditions are equivalent to and similar in size to other non-related party transaction cases in the neighboring area within one year.
The aforementioned “neighboring area transaction cases” shall be based on the principle that the same or adjacent street profile is not more than 500 meters away from the transaction target or the current value of the announcement is similar; If the area is similar, the area of other non-related person transaction cases shall not be less than 50% of the area of the transaction object. The term “one year” is based on the date of the acquisition of the real estate or its right to use assets as the basis, and retrospectively calculated one year in the past.
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If the real property or its right to use assets is obtained from a related party, if the evaluation result is lower than the transaction price in accordance with the third paragraph (1) to (4) of this article, the following matters shall be handled. If a special surplus reserve is set forth in accordance with the following provisions, the assets purchased or leased at a high price shall be recognized as a loss in value or disposition or termination of the lease, or appropriate compensation or restoration, or there may be other evidence to confirm that there is nothing unreasonable, and the special surplus reserve can only be used after the approval of the financial management committee.
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A. The company shall set aside the special surplus reserve in accordance with the difference between the transaction price of the real estate or its right-of-use asset and the estimated cost in accordance with the provisions of Article 41, Paragraph 1, of the Securities Exchange Law, and shall not distribute or transfer capital to allotment.
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B. Independent directors shall be handled in accordance with Article 218 of the Company Act
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C. The handling of the aforementioned points 1 and 2 should be reported to the shareholders meeting, and the details of the transaction should be disclosed in the annual report and public prospectus.
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Obtaining real estate or its right to use assets from related parties, in any of the following circumstances, should be handled in accordance with the relevant assessment and operating procedures in paragraph 2 of this article. The provisions of paragraph 3 (1), (2), and (3) of this article regarding the assessment of the reasonableness of transaction costs are not applicable:
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A. The related party acquires real estate or its right to use assets due to inheritance or gift.
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B. It has been more than five years since the related party contracted to obtain the real property or its right to use assets.
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C. Signing a joint construction contract with the related party, or entrusting the related party to construct real estate and obtain the real property from the construction of the land or the lease of the land.
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D. Acquire real estate use rights assets for business use with parent companies, subsidiaries, or subsidiaries that directly or indirectly hold 100% of the issued shares or total capital.
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The acquisition of real estate or its right to use assets from related parties, if there is other evidence showing that the transaction is not in line with business practices, shall also be handled in accordance with the provisions of paragraph 3 (5) of this article.
Section IV Engaging in Derivatives Trading
Article 15: Procedures for obtaining or disposing of derivative commodities
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Transaction principles and policies
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(1) Types of transactions
Refers to forward contracts, option contracts, futures contracts, leveraged margin contracts, exchange contracts, and compound contracts formed by combining the above commodities, whose value is derived from commodities such as assets, interest rates, exchange rates, indices or other interests. The so-called forward contracts do not include insurance contracts, performance contracts, after-sales service contracts, long-term leases and long-term purchase (sales) contracts.
- (2) Operation or hedging strategy
The principle of risk diversification should be used to effectively allocate funds and reduce losses.
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(3) Division of powers and responsibilities
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A. Financial unit
- (a) The actual transaction volume of the hedging operation does not exceed 20% of the net value, and the transaction is approved by the top manager of the finance department. If the transaction exceeds 20% of the net value, it can only be carried out after being approved by the chairman.
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(b) Non-hedging operations should be submitted to the chairman of the board for approval before proceeding.
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B. Accounting unit
Responsible for accounting treatment and regular assessment of unrealized gains and losses based on the balance of the positions held by derivative financial commodity exchanges.
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(4) Performance evaluation
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A. Whether the risk management used is appropriate and whether it is handled in accordance with the procedures set by the company.
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B. The financial unit shall calculate the profit and loss on the operating part regularly, and submit the relevant information to the accounting unit for review and then forward it to the chairman of the board for review.
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(5) Determination of the total contract amount
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The operating limit of a hedging contract shall be limited to its accumulated balance not exceeding 100% of the transaction amount of the hedging position.
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The operating limit of a non-hedging contract is limited to its actual trading volume not exceeding 50% of the net value.
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(6) Setting of the upper limit of loss
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The upper limit of the total unrealized loss (net amount after the sum of the profits and losses) shall not exceed one percent of the net value.
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Evaluation of the market price if the holding position has exceeded the loss limit, it should be reported to the board of directors in the near future, and relevant countermeasures should be taken if necessary.
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Risk management measures
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(1) Credit risk management
The object of the transaction should be limited to the bank with which the company has business dealings, and the principle of being able to provide professional information.
- (2) Market price risk management
Mainly based on the open foreign exchange market provided by banks.
- (3) Liquidity risk management
Financial institutions entrusted with transactions must have sufficient information and the ability to conduct transactions in any market at any time.
- (4) Cash flow risk management
Financial units should pay attention to the company's cash flow situation to ensure that there is sufficient cash payment at the time of delivery.
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(5) Operational risk management
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Must abide by the authorized quota and operating procedures to avoid operational risks.
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The financial unit is responsible for the operation of derivative products, and its transaction, confirmation and delivery personnel shall not concurrently serve
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each other. After the transaction is confirmed, the accounting unit shall obtain a bank statement to verify the transaction situation every month.
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(6) The risk measurement, supervision and control personnel shall belong to different departments from the personnel mentioned in the preceding paragraph, and shall report to the board of directors or to high-level executives who are not responsible for making decisions on transactions or positions.
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(7) Legal risk management
The documents signed with the bank should be formally signed after communicating with the legal staff to avoid risks.
- Internal audit system
Auditors should regularly understand the adequacy of the internal control of derivative financial commodity transactions, and check the compliance of financial and accounting units with the processing procedures for derivative commodity transactions on a monthly basis, analyze the transaction cycle, and prepare audit reports. If a major violation is found, the independent directors shall be notified in writing.
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Regular assessment methods and handling of abnormal situations
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The positions held should be evaluated at least once a week, but if the business needs to be processed for hedging transactions, it should be evaluated at least twice a month, and the evaluation report should be sent to a senior executive authorized by the board of directors. If there is any abnormality in the evaluation report, it should be reported to the board of directors immediately and appropriate measures should be taken.
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Supervision and management principles of the board of directors
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(1) Designated high-level executives should always pay attention to the supervision and control of derivative commodity transaction risks.
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(2) Regularly assess whether the performance of engaging in derivative commodity transactions conforms to the established business strategy and whether the risks assumed are within the scope of the company's tolerance.
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Senior executives authorized by the board of directors shall manage derivative commodity transactions in accordance with the following principles
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(1) Regularly assess whether the risk management measures currently in use are appropriate and do so in accordance with the "Public Offering Company's Assets Obtaining or Disposing of Assets" and this procedure.
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(2) Supervise the transaction and profit and loss situation, and when any abnormality is found, it shall take necessary response measures and report to the board of directors immediately. The board of directors shall have independent directors present and express their opinions.
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When engaging in derivative commodity transactions, those who authorize relevant personnel in accordance with the provisions of this procedure shall report to the latest board of directors afterwards.
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When engaging in derivative commodity transactions, a reference book shall be established, and the type and amount of derivative commodity transactions engaged in, the date of approval of the board of directors, and the fourth and fifth paragraphs of the
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second paragraph and the sixth paragraph of this article shall be prudent. Details of the evaluation items will be posted in the reference book for future reference.
- Subsidiaries of the company engaged in derivative financial product transactions shall also be handled in accordance with the provisions of this processing procedure, but the overall transactional operating position is not subject to the upper limit, but the total transactional operating position of the parent and child shall not exceed the total transactional operating position. The upper limit is the principle.
Section V Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares
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Article 16: Handling procedures for mergers, divisions, acquisitions or share transfers in accordance with the law
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Evaluation and operating procedures
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(1) Conducting of a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by a public company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.
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(2) A public company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.
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(3) Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.
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Other matters needing attention
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(1) Board date
- A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another
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act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
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A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
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(2) Commitment of confidentiality beforehand
Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
- (3) Principles for the change of the conversion ratio or purchase price
Except for the following circumstances, it shall not be changed arbitrarily, and the change shall be stipulated in the contract:
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Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
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An action, such as a disposal of major assets, which affects the company's financial operations.
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An event, such as a major disaster or major change in technology, which affects shareholder equity or share price.
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An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
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An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
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Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
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(4) The content of the contract
To participate in a merger, division, acquisition or share transfer, the contract should specify the rights and obligations of the participating company, and should specify the following:
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Handling of breach of contract.
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Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
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The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
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The manner of handling changes in the number of participating entities or companies.
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Preliminary progress schedule for plan execution, and anticipated completion date.
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Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.
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(5) When the number of companies participating in a merger, division, acquisition, or share transfer changes
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After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
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(6) If the transaction partner involved in the merger, division, acquisition or share transfer is a non-public company, an agreement shall be signed with it. And in accordance with the Paragraph of this article: Subparagraph (1) the date of the board of directors, Subparagraph (2) Prior Confidentiality Commitment, Subparagraph (5) Changes in the number of companies involved in mergers, divisions, acquisitions or share transfers, Subparagraph (7) Participate in the preservation of merger, division, acquisition or share transfer data, Subparagraph (8) Participate in the declaration of merger, division, acquisition or share transfer, and handle the requirements of subparagraph (9).
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(7) When participating in a merger, division, acquisition, or share transfer, the following information shall be made into a complete written record and kept for five years for inspection:
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Basic personnel information: including all persons participating in the merger, division, acquisition, or share transfer plan or execution of the plan before the news is released, their job title, name, ID number, and passport number if they are foreigners.
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Date of important matters: including the date of signing the letter of intent or memorandum, entrusting financial or legal counsel, signing the contract and the board of directors.
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Important documents and minutes: including plans for mergers, divisions, acquisitions or share transfers, letters of intent or memorandums, important contracts and minutes of board meetings, etc.
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(8) When participating in a merger, division, acquisition or share transfer, within two days from the day when the board of directors’ resolution is passed, the data of items 1 and 2 of paragraph (7) shall be used in the Internet information system in accordance with the prescribed format, and report to the Financial Management Committee for future reference.
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(9) If the transaction partner involved in a merger, division, acquisition or share transfer is a company that is not listed or whose stock is traded at the business premises of a securities firm, an agreement shall be signed with it, and in accordance with paragraphs (7) and (8) Regulations apply.
Chapter III Public Disclosure of Information
Article 17: Information disclosure procedures
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Under any of the following circumstances, a public company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:
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A. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-ofuse assets thereof 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 and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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B. Merger, demerger, acquisition, or transfer of shares.
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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.
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D. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
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a. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
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b. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
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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 furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.
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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:
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a. Trading of domestic government bonds.
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b. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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The amount of transactions above shall be calculated as follows:
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A. The amount of any individual transaction.
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B. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
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C. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
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D. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
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E. "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.
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A public company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
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When a public company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, 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.
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A public company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.
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Where any of the following circumstances occurs with respect to a transaction that a public company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:
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A. Change, termination, or rescission of a contract signed in regard to the original transaction.
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B. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
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C. Change to the originally publicly announced and reported information.
Chapter IV Additional Provisions
Article 18: Control procedures for the acquisition or disposal of assets by subsidiaries:
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The acquisition or disposal of assets by a subsidiary company shall be handled in accordance with the parent company's "procedures for the acquisition or disposal of assets" unless otherwise provided by relevant laws and regulations.
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If the subsidiary is not a domestic public offering company, and there are circumstances that should be announced and declared, the announcement and declaration shall be made by the company.
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In the declaration standard of the subsidiary, the "requirement of reaching the company's paid-in capital or total assets" is based on the company's paid-in capital or total assets.
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The internal auditor of the subsidiary company shall audit the acquisition or disposal of assets processing procedures and their implementation at least quarterly, and make a written record. If a major violation is found, they shall immediately notify the company’s audit unit in writing, and the company’s audit unit shall report the written information is sent to the independent directors.
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When the company's auditors conduct audits to subsidiaries in accordance with the annual audit plan, they should also understand the implementation of the subsidiary's acquisition or disposal of assets processing procedures, and if any deficiencies are found, they should continue to track their improvement and prepare a follow-up report to the board of directors.
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Article 19: The 10% of total assets in this processing procedure shall be calculated based on the total assets in the most recent individual or individual financial report specified in the financial report preparation standards of the securities issuer.
If the company shares have no denomination or the denomination per share is not NT$10, the transaction amount of 20% of the paid-in capital in this processing procedure is calculated based on the 10% equity attributable to the owner of the parent company; The transaction amount stipulated in this processing procedure with a paid-in capital of NT$10 billion is calculated based on the equity of NT$20 billion attributable to the owner of the parent company.
Article 20: Penalties
Employees of the company who undertake to obtain or dispose of assets in violation of the provisions of this processing procedure shall be punished according to the severity of the circumstances in accordance with the company's regulations.
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Article 21: The 10% of total assets in this processing procedure shall be calculated based on the total assets in the most recent individual or individual financial report specified in the financial report preparation standards of the securities issuer.
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Article 22: If there are any uncovered matters in this processing procedure, it shall be handled in accordance with relevant laws and regulations.
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Attachments 4
LI PENG ENTERPRISE CO., LTD. Rules of Procedure for Shareholders Meetings
Amended on 2021.03.29
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Article 1 The company’s shareholders’ meeting is conducted in accordance with these rules. Article 2 The “shareholders” mentioned in these rules refer to the shareholders themselves and their agents and solicitors as regulated by the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.
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Article 3 Shareholders attending the shareholders meeting should present their attendance sign card or other attendance certificates to complete the procedures for attending the shareholders meeting; and should bring the original identification documents or other certification documents approved by the company, so that the staff can check it when necessary before going through the attendance. The number of attending shares shall be calculated based on the attendance card or other attendance certificates that have completed attendance procedures, plus the number of shares exercising voting rights electronically.
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Article 4 The place of the shareholders meeting shall be at the place where the company operates and suitable for the meeting of shareholders. The start time of the meeting shall not be earlier than nine o'clock in the morning or later than three o'clock in the afternoon. The registration area should be clearly marked, and there should be adequate staff at the venue, and the attendance procedures for shareholders should be handled at least 30 minutes before the start of the meeting; However, in the event of sudden force majeure, it is not subject to this limitation, and the situation should be eliminated as soon as possible, or other countermeasures should be adopted to accept shareholders to attend the shareholders meeting.
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Relevant personnel who need to participate in and assist in the convening of the shareholders' meeting, if they are shareholders, may not be restricted by the announced time for attendance procedures.
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Article 5 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
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If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair, or, if there are no directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors or the directors shall select from among themselves one person to serve as chair.
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Article 6 This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
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Article 7 Regarding the process of the shareholders meeting, the company shall record or record the entire process and keep it for at least one year.
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Article 8 At the appointed meeting time, with the attendance of shareholders representing more than half of the total issued shares, the chair shall call the meeting to order. If the meeting time has passed but no shareholders representing more than half of the total issued shares are present, the chairman may announce the postponement. If the quorum is not met after two postponements but with the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act with the approval of more than half of the voting rights of the shareholders present.
When the shareholders' meeting being a tentative resolution in the preceding paragraph, if the total number of shares represented by the shareholders present is sufficient to represent more than half of the total number of issued shares, the chairman may declare a formal meeting at any time and submit the tentative resolutions that have been made to the meeting again for voting.
- Article 9 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda. After reaching the time for the announced shareholders' meeting, it cannot be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
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Article 10 When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means.
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A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.
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Shareholders who exercise their voting rights electronically and have not revoked their expressions of intent two days before the shareholders' meeting can still attend the shareholders' meeting to participate in the proposal and voting of the interim motion, but they cannot propose amendments to the original proposal and can no longer exercise their voting rights.
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Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the shareholder account number and name , and his/her subject of the speech. The order in which shareholders speak will be set by the chair.
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A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
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Article 12 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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Article 13 When a legal person is entrusted to attend the shareholders meeting, the legal person may only appoint one representative to attend.
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Article 14 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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Article 15 When the chairman considers that the discussion of the proposal has reached the point where it can be voted, he may announce the cessation of the discussion and put it to the vote.
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Article 16 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. The results of the voting shall be announced on-site at the meeting, and with a record made of the vote.
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Article 17 When a meeting is in progress, the chair may announce a break based on time considerations.
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Article 18 The voting of the proposal shall be passed with the approval of more than half of the voting rights.
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A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
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Article 19 Shareholders may not participate in the voting when they have their own interests in matters of the meeting that may be harmful to the interests of the company and shall not act on behalf of other shareholders to exercise their voting rights.
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Article 20 The resolutions of the shareholders' meeting shall not be included in the total number of issued shares for the number of shares of non-voting shareholders. The number of shares for which voting rights cannot be exercised in the preceding article shall not be counted as the number of voting rights of shareholders present.
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Article 21 When there are amendments or alternatives to the same motion, the chairman shall determine the order of voting in accordance with the original motion. If one of the bills has been passed, the other bills are deemed to be rejected and there is no need to vote again.
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Article 22 The chairman may direct pickets, security personnel or staff to help maintain order in the venue.
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Article 23 The resolutions of the shareholders' meeting shall be recorded in the minutes, signed or stamped by the chairman, and distributed to all shareholders within 20 days after the meeting. The distribution of the minutes shall be made by public announcement.
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The minutes of the proceedings should record the year, month, day, venue, chairman's name and resolution method of the meeting, and should record the essentials and results of the proceedings.
The minutes of the proceedings, the attendance card of the attending shareholders, and the proxy attendance letter of attorney shall be properly kept in accordance with the regulations of the competent authority.
- Article 24 These Rules, and any amendments hereto, shall be implemented after adoption by Board of Directors.
Matters not stipulated in this rule shall be handled in accordance with the company law.
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Attachments 5
Li Peng Enterprise Co., Ltd all directors’ shareholdings
| As of the closing date: 2022, April 26 | As of the closing date: 2022, April 26 | ||
|---|---|---|---|
| Position | Name | Shareholding by the closing date |
Explanation |
| Chairman | KUO SHAO YI | 9,584,819 | 1. The total number of issued shares of the company as of the closing date is 914,487,242 shares. 2. Pursuant to Article 26, the Securities and Exchange Act, and “The regulation of publicly revealing equity percentage of the company’s directors, supervisors and implementation inspection, the total number of directors’ shareholding must be at least 29,263,591 shares. 3. All directors of the company actually hold 201,536,051 shares, which has reached the regulated threshold. |
| Director | LEALEA ENTERPRISE CO., LTD Representative: TUNG MIN HSIUNG |
145,353,853 | |
| Director | LI MOU INVESTMENT CO., LTD Representative: KUO SU JEN |
34,177,995 | |
| Director | SHUN YU INVESTMENT CO., LTD Representative: KUO KO CHUNG |
11,991,397 | |
| Director | CHEN PING HUANG | 27,343 | |
| Director | KUO CHI KANG | 400,644 | |
| Independent Director |
LIN YAO CHUAN | 0 | |
| Independent Director |
KAO CHENG SHANG | 0 | |
| Independent Director |
LEE SU CHIN | 0 | |
| TOTAL | 201,536,051 |
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