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LTC — AGM Information 2024
Jun 12, 2024
51997_rns_2024-06-12_cc93da20-7f4c-4979-afc1-860a766cd371.pdf
AGM Information
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Stock code
2301
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LITEON Technology Corporation
Annual General Meeting of Shareholders for 2024
Meeting Agenda
(Summary Translation– In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Date: May 27, 2024 at 9:00 a.m.
Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City (International Convention Center, LITEON Technology Building)
Meeting format: Shareholders' meeting with video conferencing (held in-person with video conferencing support)
Video conferencing platform: Shareholders' meeting video conferencing platform of Taiwan Depository & Clearing Corporation Limited (TDCC) - Electronic voting platform for shareholders' meetings (website: https://www.stockvote.com.tw)
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Meeting Procedure for the Annual General Meeting of Shareholders for 2024
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I. Chairperson Calls Meeting to Order
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II. Opening Remarks by the Chairperson
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III. Report Items
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IV. Proposal Items
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V. Discussion Items
VI. Provisional Motions
VII. Adjournment
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LITEON Technology Corporation Agenda of the Annual General Meeting of Shareholders for 2024
Meeting format: Shareholders' meeting with video conferencing (held in-person with video conferencing support)
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I. Chairperson Calls the Meeting to Order (and reports equity shares in attendance)
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II. Opening Remarks by the Chairperson
III. Report Items
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i. 2023 Business Report.
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ii. Audit Committee’s Review Report on 2023 Financial Statements.
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iii. Audit Committee’s Report on communications between audit committees and chief internal auditor.
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iv. Report on 2023 Employees’ and Directors’ Compensation.
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v. Cash Distribution to Shareholders from 2023 Earnings.
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vi. Report on the Merger status.
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vii. Report on the Amendment to “Ethical Corporate Management Best Practice Principles”.
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viii. Report on the Amendment to “Corporate Governance Best Practice Principles”.
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ix. Report on Issue the First Domestic Unsecured Corporate Bonds.
IV. Proposal Items
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i. Adoption of 2023 Financial Statements
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ii. Adoption of 2023 Earnings Distribution.
V. Discussion Items
Discussion of the Amendment to “Rules and Procedures of Shareholders’ Meeting”
VI. Provisional Motions
VII. Adjournment
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Report Items
i. 2023 Business Report
Explanation: Please refer to attachment 1 - 2023 Business Report of the Company.
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ii. Audit Committee’s Review Report on the 2023 Financial Statements Explanation:
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2023 Financial Statements of the Company have been duly audited by Certified Public Accountant Chiu, Meng-Chieh and Certified Public Accountant Cheng, Shiuh-Ran of Deloitte Touche Tohmatsu International Taiwan. The aforementioned financial statements, business report, and proposals for earnings distribution have been duly reviewed by the Audit Committee. Audit Committee’s Review Report is provided herein.
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For details of the Certified Public Accountants’ Audit Report and aforementioned Financial Statements, please refer to Attachment 2 & Attachment 3.
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For the Review Report provided by the Audit Committee, please refer to Attachment 4.
iii Audit Committee’s Report on communications between audit committees and chief internal auditor
Explanation:
- For the communications between audit committees and chief internal auditor, please refer to chapter 3.4 Implementation of Corporate Governance in 2023 Annual Report.
iv. Report on 2023 Employees’ and Directors’ Compensation.
Explanation:
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The Company allocated the profit of 2023 to employees and directors as compensation and were discussed and resolved in the Board of Directors meeting convened on February 26, 2024, all paid in cash.
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The Company’s Board of Directors resolved 2023 profit allocated to employees at the amount of NT$ 1,983,060,829 and to directors at the amount of NT$ 202,531,562.
v. Cash Distribution to Shareholder from 2023 Earnings.
Explanation:
Pursuant to article 24 of LITEON’s Articles of Incorporation, authorize the Board of Directors to approve quarterly cash dividends. The amounts and payment dates of 2023 quarterly cash dividends are demonstrated in the table below:
| 2023 | Approval Date (month/day/year) |
Payment Date (month/day/year) |
Cash Dividends Per Share (NT$) |
Total Amount (NT$) |
|---|---|---|---|---|
| First Quarter | 04/27/2023 | - | - | - |
| Second Quarter | 07/28/2023 | 09/08/2023 | 2.0 | 4,656,704,464 |
| Third Quarter | 10/30/2023 | - | - | - |
| Fourth Quarter | 02/26/2024 | 04/25/2024 | 2.50604928(note) | 5,782,824,908 |
| Total | 4.50604928 | 10,439,529,372 |
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(note) The board of directors resolved to distribute a cash dividend of TWD 2.5 per share, and the board authorized the chairman to adjust the cash dividend per share based on the actual number of shares in circulation on the record date for common stock dividends.
vi. Report on Merge status.
Explanation:
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In accordance with No. 318 of the Company Law and Article 26 of the Business Mergers and Acquisitions Act, to report LITE-ON Technology’s (the surviving company) merger status with LITE-ON Capital Corporation.
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The merger with LITE-ON Capital Corporation was completed on December 1, 2023 (Record date for Merger).
vii. Report on the Amendment to “Ethical Corporate Management Best Practice Principles”.
Explanation:
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Pursuant to the amendment of "
“Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”, an amendment to “Ethical Corporate Management Best Practice Principles” is reported. These revisions take effect after approval by the Board of Directors meeting convened on April 27, 2023. -
Please refer to Attachment 5 for a comparison of the contents before and after amendment and Attachment 6 for the full contents after amendment.
viii. Report on the Amendment to “Corporate Governance Best Practice Principles”.
Explanation:
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Pursuant to the amendment of sample template from competent authorities, an amendment to “Corporate Governance Best Practice Principles” is reported. These revisions take effect after approval by the Board of Directors meeting convened on October 30, 2023.
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Please refer to Attachment 7 for the comparison table of the contents before and after amendment and Attachment 8 for the full contents after amendment.
ix. Report on Issue the First Domestic Unsecured Corporate Bonds
Explanation:
In order to enhance working capital, it was discussed and resolved in the Board of Directors meeting convened on October 30, 2023, to issue the first domestic unsecured convertible corporate bonds. Each convertible corporate bond has a face value of NTD$100,000, with a maximum issuance limit of One hundred thousand bonds and a total issuance amount capped at NTD$10,000,000,000.
The issuance is at 100% of the face value, with a five-year issuance period. This case was approved by the Financial Supervisory Commission on January 11, 2024, under license number 1120366124. Additionally, in accordance with regulatory requirements, the company was obligated to complete the fundraising within three months after the effective declaration. However, considering operational evaluations and objective environmental factors, the company applied to extend the fundraising period on March 25, 2024, for three months until July 11, 2024. This extension was approved for review by the Financial Supervisory Commission on March 26, 2024, under license number 1130337840.
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Proposal Items
Proposed by the Board of Directors
i. Proposal: Adoption of 2023 Financial Statements.
Explanation:
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2023 consolidated and standalone financial statements have been audited by Certified Public Accountant Chiu, Meng-Chieh and Certified Public Accountant Cheng, Shiuh-Ran of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on February 26, 2024.
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The aforementioned financial statements and business report were reviewed by the Audit Committee.
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For the 2023 business report, please refer to Attachment 1.
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For the 2023 financial statements, please refer to Attachments 2 & Attachment 3.
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5.Please proceed to adopt.
Resolution:
Proposed by the Board of Directors
ii. Proposal: Adoption of 2023 Earnings Distribution.
Explanation:
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In Fiscal Year 2023, the Company made a net profit of NT$14,570,615,940. By adding unallocated retained earnings of the previous year of NT$14,548,658,414 and adjustments on re-measurement on define benefit plans recognized in retained earnings of NT$31,662,400, less adjustments on the equity method investments recognized in retained earnings of NT$105,468,586, adding cumulative profit on investments in equity instruments designated as at fair value through other comprehensive income (FVTOCI) transferred directly to retained earnings due to disposal of NT$67,361,869, adding adjustments on employee restricted stock of NT$ 1,206,400
元, setting aside 10% of net profit as legal reserve of NT$ 1,456,537,802 and reversing of special reserve of NT$701,297,536, total distributable earnings for the year end amounted to NT$26,956,201,099. For Earnings distribution table and descriptions, see Attachment 9. -
Please proceed to adopt.
Resolution
Discussion Items
Proposed by the Board of Directors
Discussion of the Amendment to “Rules and Procedures of Shareholders’ Meeting”
Explanation:
- Pursuant to the amendment of sample template from competent authorities, an amendment to “Rules
and Procedures of Shareholders’ Meeting” is proposed.
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Please refer to Attachment 10 for a comparison of the contents before and after amendment.
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Please refer to Appendix 1 for the full contents before amendment.
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Please discuss and resolve.
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Resolution
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Provisional Motions
Adjournment
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Attachment 1
LITEON Technology Corporation Business Report
Dear Shareholders,
The global market and economy underwent unprecedented changes in 2023. The largest rate hike in the last 20 years, geopolitical situation, energy crisis and other events kept pushing the market towards high volatility and instability. Downward economic trends in certain regions and stagnant consumer demand also created huge challenges for the industry. The many different risks and unpredictability of the macroeconomy were brought to home again to LITEON and the rest of the world and inspired active efforts to build up operational resilience. We have always believed that every crisis is also an opportunity for transformation. LITEON will become better at coexisting with risks as a result and more adept at finding opportunities amid market changes and turning them into operational momentum and profit growth for the next step forward.
In 2023, LITEON's consolidated total revenue was NT$148.3 billion, which benefited from stronger high growth and high value businesses, optimized supply chain resilience, and centralized production and improved operational efficiency in recent years. The gross operating profit margin reached 22% and the operating profit margin 9.8%, up by 2.8 ppts and 1.1ppts, respectively, compared to the previous year. The net operating profit was NT$14.5 billion. The net profit after taxes was NT$14.6 billion. The EPS was NT$6.36, up by 3% compared to the previous year. The cash dividend per common share was NT$4.5 per share.
Business performance
Since taking office in 2020, LITEON's new management team has been focusing on increasing the company's overall value. The team set three key operational goals and embarked on a journey to transform LITEON's business operations.
The first operational goal is higher profitability . LITEON's gross profit margin has risen from 17.4% in 2020 to 22% in 2023. The operating profit margin has also risen from 6.5% to 9.8% with growing profitability. The EPS has risen from NT$4.31 to NT$6.36, which is a compound annual growth rate of 14%. Meanwhile, the return on invested capital (ROIC) has jumped to 54% from 28% in 2020. The sharp increase reflected LITEON's ongoing improvement of high growth and high value businesses, active management of working capital, and optimization of capital input and operational efficiency.
The second operational goal is increasing the weight of growth business to 60%. We plan to bring the weight of growth businesses, Cloud and AIoT, and Optoelectronics (including automotive electronics) departments, to 60% in terms of revenue. The other 40% will come from cash cow, IT and Consumer Electronics department. Contribution to revenue from growth businesses has risen from 49% in 2020 to 56% in 2023, which is the right direction towards the goal.
The third operational goal is transformation of business models that follows a growth strategy to move from OEM to market orientation and components manufacturer to solution provider. The effort is best demonstrated by LITEON's consistently strong growth in cloud power systems over recent years. LITEON builds on the existing power management business to expand the line of products to include data centers and other system solutions. LITEON is first in the market to introduce AI server power products and tap into liquid cooling system solutions. In particular, the key is to consistently increase R&D input and momentum, especially in software development and software/hardware integration. This allows LITEON to leverage its industry leading in-house R&D capabilities and collaborate with suppliers and customers in next generation product design and development and in setting industry regulations and specifications. LITEON is also able to propose systematic solutions to eliminate pain points for customers. In 2023, R&D expenditure was 5.5% of the total revenue, significantly higher than 3.2% in 2020, and invested primarily in cloud computing, automotive electronics, 5G, and new business development.
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New products and technology development
LITEON's transformation covers strategic allocation to high growth and high value businesses, where data center power supply, EV energy, and 5G are important new businesses and one of major medium- and long-term growth drivers. 2023 marked the birth of Generative AI. Supercomputing sparked innovation and transformation in many industries and gave birth to brand new work models and approaches. The demand for AI server power supply products rose dramatically. Energy efficiency of power supply systems and thermal management that became necessary with supercomputing both provide an important basis for LITEON in developing data center business.
As one of the world's major power supply solution providers, LITEON helps customers improve efficiency, performance, and optimization sustainability of their data center power systems, thereby creating green data centers and achieving energy saving and carbon reduction. In 2023, LITEON not only introduced first power supply products for AI servers in the market, but also presented data center grade liquid cooling and power supply solutions at the OCP Global Summit. These products combine LITEON's power supply, mechanics, cooling, and software and firmware management technologies and effectively increase energy efficiency, facilitate high performance workload for data centers, and reduce energy and carbon footprint consumption. In addition, LITEON introduced power supply systems and solutions that complied with the latest open rack standard. These products included system products with 97.5% high energy conversion efficiency to support applications in next generation data centers.
Furthermore, LITEON has been expanding the product line in the automotive market for years. For automotive electronics, interior and exterior LED lighting, camera modules, and automotive optoelectronic semiconductors, LITEON continues to bring integrated products to increase technical specifications and added value. As more and more consumers switch to electric vehicles (EV) around the world, Power Innovations (Pii), LITEON's U.S. subsidiary, launched its innovative Level 3 DC fast chargers in 2023. These chargers offer 30kW to 180kW fast charging solutions, utilizing LITEON's core technology in energy conversion to give customers flexibility in a wide range of voltage. The technology makes it possible to integrate quickly with U.S. energy infrastructures and connect seamlessly with customers' software/hardware in order to provide a faster and more stable user experience. These solutions can be used for commercial or public purposes, including public infrastructures, fleet vehicles, car dealers, convenience stores, and many other commercial applications.
LITEON has been investing more in developing a full range of 5G network equipment in recent years while the 5G penetration rate increases. Launched successes so far include 5G small cells and O-RAN products and software solutions. LITEON has also worked with Taiwanese and international communications service providers as well as system integration suppliers and succeeded in breaking into the global communications market and reaching into three private 5G network applications, smart factory, smart healthcare, and smart architecture. LiteNetics, an integrated cloud network administration app developed in-house at LITEON, provides administrators with remote control of 5G network performance, maintenance and domain monitoring. The product is used among international customers and has received very positive feedback. In 2023, LITEON teamed up with FET 5G Laboratory to showcase innovative applications in environmental protection and worked with NYCU to use 5G mmWave in smart buildings. LITEON, meanwhile, also worked with international customers and completed international and interdomain projects such as smart hospitals in Europe and smart factories in Japan.
New corporate identity and ESG
Marking a new milestone, LITEON unveiled a brand new corporate identity in 2023. The new logo blends blue for technology and green for environmentally friendliness into a turquoise blue that represents a transformed LITEON and its philosophy of inclusion. The brand aims to be a force in the community for positive values.
Environmental commitments: 555 Carbon Reduction
LITEON became SBTi certified in 2019 and made the commitment to reduce carbon intensity per unit revenue by 39.3% by 2025. Having exceeded the target every year on its carbon reduction pathway, the company has taken one step further and launched 555 Carbon Reduction, an action plan to reduce LITEON's carbon intensity per unit revenue by 5% every year and carbon footprint by 5% for every new generation of product. With consistently falling carbon intensity and carbon footprint, LITEON expects to achieve net zero by 2050.
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Launched in 2021, the Sustainable Supply Chain and Green Transition Plan grew and was working with 30 suppliers in promoting GHG inventory and carbon footprint inventory in 2023. Total carbon reduction across these suppliers reached 3,000 tons and exceeded the target. Furthermore, the effort to develop substitutes for carbon intensive raw materials continues. The benefit in carbon reduction compared to existing raw materials is expected to reach 70%. LITEON has developed in-house a digital carbon management platform to keep optimizing the internal carbon pricing system and make the company more competitive in a low carbon economy in the future.
Employee care: LITEON WoW Club
Putting people first is one of the key objectives in LITEON's transformation. LITEON was directly engaged with its employees around the world over the last three years and followed closely on topics that interested younger employees. We want to build a close partnership of mutual trust and meaningful connection with employees on the new vision and philosophy. Newly introduced remuneration and vacation rules, such as the implementation of Employee Stock Ownership Trust (ESOT) program, free food-court-style lunch for employees, a comprehensive family/child care policy to help employees take care of their families, flexible paid leaves and other benefits, establish LITEON as a company that shows respect and works with employees to achieve its vision.
LITEON WoW (Women of Wonders) Club was created in 2023 in support of diversity, equity, and inclusion (DEI) initiatives. This interagency platform brings together parties with different responsibilities to promote gender equality and a friendly workplace. A number of LITEON's outstanding female executives act as mentors to other employees by sharing their experience and passing on knowledge. These female executives provide care and support for other female employees facing challenges in different stages of their careers and help them grow professionally in the company. In addition, they assist other female employees in icebreaking and networking and in doing so increase job satisfaction and retention of female employees. LITEON WoW hosted several events in the first half year following its creation. The events, including seminars on successful female leadership stories from outside the company and internal mentor forums, offered a rich variety of topics ranging from workplace communication, technological innovation, self growth, relationship advice, and psychotherapy. All of these events proved popular with the employees.
Social engagement: LITEON “-1111 EcoRevolve Shopping Fair” to promote sharing
In a time when consumption is one of the key drivers of global trends and changes, LITEON took the lead in creating a brand store, "LITEON Collection", and inviting employees and the public to take part in social inclusion through everyday consumption habits. As a platform in support of NGOs, the LITEON Collection provides solid goods that offer both quality and adequate use of resources , along with embodying the purpose of caring for employees, the community, and the environment and promoting CSR and green consumption.
Furthermore, LITEON also created the first-of-its-kind public welfare market , “-1111 EcoRevolve Shopping Fair”, to advocate a "less is more" lifestyle. The market tries to start a perpetual cycle of bringing idle items out of one home and passing them on to another who find them useful. All LITEON employees and their families came together and donated items from their homes. They were joined by suppliers, customers, media and other LITEON partners in this public welfare market t. The event was open to the public and everyone took part in redefining shopping for “Double Eleven Singles' Day”. All proceeds from the LITEON public welfare market were donated to NGOs working for care of new immigrant children, mentorship for indigenous teens in urban areas, care for sick/injured wild animals, and marine environmental monitoring and other citizen science programs. By contributing to worthy causes, LITEON hopes to extend the reach of sustainability and create an inclusive rippling effect throughout the community to benefit more people.
Outlook
Looking forward to 2024, inflation can be expected to slow as the world nears the end of the rate hike cycle. The economic outlook appears mildly positive. Ongoing geopolitical and regional conflicts and potential risks arising from supply chain fragmentation will be monitored closely. In the meantime, LITEON will step up the pace of global expansion and location diversification in order to give customers local access to an efficient business network while increasing operational resilience. Taking a broader view, we see clearly the urgency and necessity of climate adaptation for businesses around the world. LITEON implemented international standards and environmental regulations years ago, and performed GHG reduction, energy optimization, and switch to
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low carbon designs in production processes and product materials. LITEON also collaborated with the supply chain in preparation of competing in a low carbon world. In new business development, LITEON has been raising R&D investment every year in three key areas of Internet of Energy (IoE), which are green data centers, clean mobility, and efficient infrastructures. In short, energy transformation, energy conservation, energy management, and energy storage form the core development strategy for LITEON in targeting climate change and energy transition trends and opportunities and meeting the many different energy management needs in smart grids.
With its transformation progressing toward the next milestone, LITEON works to create organic growth in existing businesses while developing new businesses with potential for high growth and high value in the future. To this end, LITEON has created a transformation office to build the LITEON IoE ecosystem. A full-time team is tasked with reviewing the company's core competencies, technologies, resources and business models and setting the scope of new fields and businesses to enter in the future. The team is also responsible for devising a new business blueprint based on the long term vision and encouraging internal entrepreneurship. In addition, the team performs strategic classification of new businesses in development and sets clear milestones to ensure real progress.
Areas recently seeing fast business growth include data centers, EVs, 5G applications, and smart grids. In 2024, the revenue generated by LITEON's AI server power supply products, compared to all server power supply products, can be expected to see a double digit growth, rising sharply from the single digit growth in 2023. The data center liquid cooling system, developed in-house, is expected to enter the testing stage, while efforts continue in expanding the market share of traditional enterprise server power supplies and telecommunication power supplies. Regarding EVs, the newly launched DC fast chargers are supplied first to large markets supported by government policies in developed countries. As 5G technology becomes more developed around the world and gets implemented in emerging markets, sales of the LITEON 5G small cell series can be expected to start rising in major European and Asian markets. While the use of solar, wind and other renewable energies increases around the world, the demand for energy storage systems also grows. LITEON plans to develop household energy management solutions that combine software, hardware, and firmware management and provide customers with safe and highly reliable high performance products.
To accelerate progress towards the vision, LITEON focuses on the areas targeted by its strategies and conducts feasibility assessments of mergers and strategic alliances on an ongoing basis. Meanwhile, a more flexible approach is also deployed. Created in 2023, the LITEON+ startup platform opens up a door to connect with startups around the world. It is a platform where startups can be nurtured in an organized manner and collaborate with relevant departments at LITEON or obtain investment from LITEON or its partners. In under a year since establishment, LITEON+ facilitated an MOU with Japanese startup Elephantech. Both parties will work together to push for commercial development and production application of innovative low carbon flexible printed circuit boards (FPCB). It is our belief that multifaceted collaboration and engagement with external startups will help LITEON's business divisions develop new innovative ideas and business models and achieve synergy for both LITEON and the startups.
LITEON undergoes a fundamental change in its transformation. It pushes the company to challenge and surpass its own achievements. The company has reached a certain milestone where a completely revamped look is presented to the world. We believe LITEON is a strong and innovative company with a positive outlook. Faced with new industry trends and technologies, LITEON will leverage core competencies in optoelectronics and power management and a global business network and work with more partners to create more forward-looking products and markets. We thank all our employees for their hard work and dedication and our shareholders for their trust and support. We invite all stakeholders to keep following our growth and stay engaged and supportive of our transformation.
Tom Soong Anson Chiu LITEON Chairman LITEON President
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Attachment 2
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Lite-On Technology Corporation
Opinion
We have audited the accompanying consolidated financial statements of LITE-ON TECHNOLOGY CORPORATION (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. 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.
The key audit matter identified in the audit of the Group’s consolidated financial statements for the year ended December 31, 2023 is as follows:
Allowance for Impairment Loss of Trade Receivables
The allowance for impairment loss of trade receivables represents management’s subjective judgment and determination of the recoverable amount of overdue receivables, which may give rise to credit risk. The key assumptions and inputs used in the evaluation process involved significant estimates made by management. Hence, we focused on assessing the reasonableness of management’s estimates of allowance for impairment loss in our audit.
Refer to Note 4 to the consolidated financial statements for the summary of material accounting policy information. Refer to Note 11 to the consolidated financial statements for the carrying amount of trade receivables and impairment loss of trade receivables. In response to management’s estimates mentioned above, we assessed the reasonableness and calculation accuracy of the allowance for impairment loss.
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Other Matter
We have also audited the parent company only financial statements of LITE-ON TECHNOLOGY CORPORATION as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion.
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 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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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 and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 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 audits resulting in this independent auditors’ report are Meng-Chieh Chiu and Shiuh-Ran Cheng.
Deloitte & Touche Taipei, Taiwan Republic of China
February 26, 2024
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-1
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Financial assets at amortized cost (Note 9) Contract assets Notes receivable, net (Note 11) Trade receivables, net (Note 11) Other receivables (Note 11) Other receivables from related parties (Note 32) Inventories, net (Note 12) Other current assets (Note 19) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Note 8) Financial assets at amortized cost (Note 9) Investments accounted for using the equity method (Note 14) Property, plant and equipment, net (Notes 15 and 32) Right-of-use assets, net (Note 16) Investment properties, net (Note 17) Intangible assets, net (Note 18) Deferred tax assets (Note 26) Refundable deposits Net defined benefit assets (Note 22) Other non-current assets (Note 19) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) Financial liabilities at fair value through profit or loss (Note 7) Contract liabilities Notes payable Trade payables Trade payables to related parties (Note 32) Other payables Other payables to related parties (Note 32) Current tax liabilities Provisions (Note 21) Lease liabilities (Note 16) Advances received Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 20) Deferred tax liabilities (Note 26) Lease liabilities (Note 16) Guarantee deposits Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL |
2023 Amount % $ 92,742,033 49 577,330 - 21,625 - 196,129 - 512,333 - 31,586,425 17 2,068,586 1 - - 25,807,532 14 2,106,448 1 155,618,441 82 993,837 1 1,961,421 1 516,140 - 1,723,785 1 18,392,467 10 1,895,074 1 1,181,578 1 2,837,525 2 2,624,907 1 957,084 1 163,493 - 106,508 - 33,353,819 18 $ 188,972,260 100 $ 22,493,450 12 376,452 - 69,807 - 30 - 40,917,667 22 491 - 20,555,991 11 281 - 7,018,546 4 1,011,515 1 358,238 - 5,198,955 3 98,001,423 52 3,000,000 2 1,828,408 1 941,263 - 133,754 - 5,903,425 3 103,904,848 55 23,531,300 12 22,734,080 12 18,258,300 10 2,908,326 2 23,507,087 12 44,673,713 24 (3,831,534) (2) (2,726,963) (1) 84,380,596 45 686,816 - 85,067,412 45 $ 188,972,260 100 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 91,065,529 46 2,799,938 1 - - 484,791 - 609,573 - 38,127,682 19 1,562,769 1 17,710 - 27,747,465 14 2,537,757 1 164,953,214 83 1,462,668 1 1,985,324 1 465,790 - 1,888,176 1 19,078,678 10 1,648,994 1 1,236,643 1 3,692,521 2 2,804,527 1 350,419 - 107,332 - 107,451 - 34,828,523 17 $ 199,781,737 100 $ 32,628,984 16 253,441 - 79,782 - 59 - 44,883,340 22 15,842 - 22,630,490 11 19,378 - 5,609,887 3 1,125,550 1 359,221 - 4,175,135 2 111,781,109 56 3,000,000 2 2,212,812 1 691,734 - 108,955 - 6,013,501 3 117,794,610 59 23,630,830 12 22,706,153 11 16,780,649 8 3,214,551 2 21,736,118 11 41,731,318 21 (3,243,884) (2) (3,468,412) (2) 81,356,005 41 631,122 - 81,987,127 41 $ 199,781,737 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 24 and 32) Less: Sales allowance Sales returns Total operating revenue COST OF GOODS SOLD (Notes 12, 25 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 16, 25 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (loss) reversal (Notes 11 and 24) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Other income (Note 32) Other gains and losses (Notes 15, 18 and 25) Finance costs (Note 25) Interest income Share of profit (loss) of associates accounted for using the equity method Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 26) NET PROFIT FOR THE YEAR |
2023 Amount % $ 151,645,271 102 2,856,602 2 455,214 - 148,333,455 100 (115,665,373) (78) 32,668,082 22 (5,760,540) (4) (4,508,598) (3) (8,125,546) (5) 242,878 - (18,151,806) (12) 14,516,276 10 2,041,755 1 454,084 - (1,501,499) (1) 2,854,434 2 729 - 3,849,503 3 18,365,779 12 (3,766,992) (3) 14,598,787 10 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 177,083,524 102 3,274,121 2 353,187 - 173,456,216 100 (140,193,784) (81) 33,262,432 19 (6,138,249) (4) (4,575,685) (3) (7,440,789) (4) (34,849) - (18,189,572) (10) 15,072,860 9 1,705,903 1 594,253 - (742,744) - 1,221,626 1 (6,109) - 2,772,929 2 17,845,789 10 (3,658,386) (2) 14,187,403 8 (Continued) |
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (LOSS) (Notes 23 and 26) Items not reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments designated as at fair value through other comprehensive income Share of other comprehensive gain of associates accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of other comprehensive income (loss) of associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests |
2023 Amount % $ 42,016 - 77,852 - (2,548) - (8,624) - 108,696 - (982,423) (1) (19,856) - 186,064 - (816,215) (1) (707,519) - $ 13,891,268 9 $ 14,570,616 10 28,171 - $ 14,598,787 10 $ 13,846,160 9 45,108 - $ 13,891,268 9 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 108,835 - (67,434) - 989 - (23,458) - 18,932 - 4,338,757 3 68,988 - (849,696) - 3,558,049 2 3,576,981 2 $ 17,764,384 10 $ 14,151,016 8 36,387 - $ 14,187,403 8 $ 17,661,812 10 102,572 - $ 17,764,384 10 |
(Continued)
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2023 Amount % EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 27) Basic $6.36 Diluted $6.29 The accompanying notes are an integral part of the consolidated financial statements. |
2022 |
|---|---|
| Amount % $6.19 $6.10 (Concluded) |
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Attachment 2-3
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2022 Appropriation of earnings Legal reserve Cash dividends Special reserve Changes in non-controlling interests Disposal of investments accounted for using the equity method Difference between consideration and carrying amount of subsidiaries disposed of Share-based payment transaction Disposal of treasury stocks Changes in percentage of ownership interests in subsidiaries Restructuring Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Changes in capital surplus from cash dividends of the Company paid to subsidiaries Other changes in equity Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 BALANCE AT DECEMBER 31, 2022 Appropriation of earnings Legal reserve Cash dividends Special reserve Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Cancellation of treasury shares Changes in capital surplus from cash dividends of the Company paid to subsidiaries Disposal of investments accounted for using equity method or subsidiaries Disposal of partial interests of subsidiaries Changes in percentage of ownership interests in subsidiaries Share-based payment transaction Changes in non-controlling interests Disposal of investments in equity instruments designated as at fair value through other comprehensive income Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax Total comprehensive income (loss) for the year ended December 31, 2023 BALANCE AT DECEMBER 31, 2023 |
Equity Attributable to Owner | s of the Company | Non-controlling Treasury Shares Interests Total (Note 23) (Note 23) $ (6,056,988 ) $ (3,700,808 ) $ 532,459 - - - - - - - - - - - (3,909 ) 6,490 - - - - - (623,682 ) - - - 232,396 - - - - - - - - - - - - - - - - - - 36,387 3,430,296 - 66,185 3,430,296 - 102,572 (3,243,884 ) (3,468,412 ) 631,122 - - - - - - - - - - - - - 741,449 - - - - 122,895 - (3,151 ) - - 45,229 - - 6,700 113,648 - - - - (38,192 ) (67,362 ) - - - - 28,171 (756,831) - 16,937 (756,831) - 45,108 $ (3,831,534) $ (2,726,963) $ 686,816 |
Total Equity $ 72,873,527 - (9,241,620 ) - (3,909 ) 6,490 30,549 120,925 320,411 37,793 (29,824 ) 10,843 97,517 41 14,187,403 3,576,981 17,764,384 81,987,127 - (11,622,983 ) - (1,334 ) - 103,246 119,744 90,926 (10,829 ) 548,439 (38,192 ) - 14,598,787 (707,519) 13,891,268 $ 85,067,412 |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Issue of Share Capital (Note 23) Capital Surplus res (In Thousands) Amount (Note 23) 2,350,867 $ 23,508,670 $ 21,836,342 - - - - - - - - - - - - - - - - - 30,549 12,216 122,160 622,447 - - 88,015 - - 50,223 - - (29,824 ) - - 10,843 - - 97,517 - - 41 - - - - - - - - - 2,363,083 23,630,830 22,706,153 - - - - - - - - - - - (1,334 ) (15,578 ) (155,778 ) (585,671 ) - - 103,246 - - - - - 45,697 - - 88,652 5,625 56,248 377,337 - - - - - - - - - - - - - - - 2,353,130 $ 23,531,300 $ 22,734,080 |
Retained Earnings (Note 23) | Total $ 36,753,852 - (9,241,620 ) - - - - - - (12,430 ) - - - - 14,151,016 80,500 14,231,516 41,731,318 - (11,622,983 ) - - - - - - (106,181 ) 1,206 - 67,362 14,570,616 32,375 14,602,991 $ 44,673,713 |
Other Equity (Notes | 23 and 28) | |||||
| Exchange Differences Unrealized Gain (Loss) on Financial Assets Designated as Fair Value Through Other on Translating Foreign Comprehensive Une Operations Income $ (5,820,080 ) $ (236,908 ) - - - - - - - - 6,490 - - - - - - - - - - - - - - - - - - - 3,497,853 (67,557) 3,497,853 (67,557) (2,315,737 ) (304,465 ) - - - - - - - - - - - - 122,895 - - - - - - - - - - (67,362 ) - - (832,182) 75,351 (832,182) 75,351 $ (3,025,024) $ (296,476) |
arned Employees’ Compensation $ - - - - - - - (623,682 ) - - - - - - - - - (623,682 ) - - - - - - - - - 113,648 - - - - - $ (510,034) |
||||||||
| Unappropriated Legal Reserve Special Reserve Earnings $ 15,613,679 $ 5,940,218 $ 15,199,955 1,166,970 - (1,166,970 ) - - (9,241,620 ) - (2,725,667 ) 2,725,667 - - - - - - - - - - - - - - - - - (12,430 ) - - - - - - - - - - - - - - 14,151,016 - - 80,500 - - 14,231,516 16,780,649 3,214,551 21,736,118 1,477,651 - (1,477,651 ) - - (11,622,983 ) - (306,225 ) 306,225 - - - - - - - - - - - - - - - - - (106,181 ) - - 1,206 - - - - - 67,362 - - 14,570,616 - - 32,375 - - 14,602,991 $ 18,258,300 $ 2,908,326 $ 23,507,087 |
|||||||||
| Sha |
res (In Thousands) 2,350,867 - - - - - - 12,216 - - - - - - - - - 2,363,083 - - - - (15,578 ) - - - - 5,625 - - - - - 2,353,130 |
The accompanying notes are an integral part of the consolidated financial statements.
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-4
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (reversal) Net gain on fair value changes of financial assets as at fair value through profit or loss Finance costs Interest income Dividend income Share-based payments Share of loss (profit) of associates accounted for using the equity method Net loss (gain) on disposal of property, plant and equipment Net loss on disposal of intangible assets Gain on lease modification Net loss on disposal of investments Impairment loss recognized on non-financial assets Net unrealized gain on foreign currency exchange Recognition of provisions Net loss on disposal of the subsidiary Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Contract liabilities Provisions Advance receipts Net defined benefit assets Cash generated from operations Interest received Dividends received |
2023 2022 $ 18,365,779 $ 17,845,789 4,186,998 4,360,303 168,797 154,063 (242,878) 34,849 (1,953,628) (2,801,124) 1,501,499 742,744 (2,854,434) (1,221,626) (5,997) (6,985) 547,232 120,925 (729) 6,109 18,264 (15,871) - 84 (24,187) - 9,897 6,489 661,318 697,279 (614,996) (13,265) 81,403 135,787 45,698 - 3,645,540 889,237 676,841 452,798 78,320 (143,808) 6,510,079 4,528,999 - 12,139 (310,786) (627,508) 17,710 (14,445) 2,007,498 5,403,868 414,417 104,159 (29) 15 (3,600,122) (4,666,792) (15,351) (22,500) (1,562,615) 2,015,541 (19,097) 17,673 (9,975) 79,684 (153,910) (173,364) 1,051,473 1,137,060 (13,082) 39,435 28,606,947 29,077,741 2,635,735 1,117,330 5,997 6,985 (Continued) |
|---|---|
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Purchases of financial assets at amortized cost Proceeds from disposal of financial assets at amortized costs Purchases of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Proceeds from disposal of intangible assets Increase in other non-current assets Decrease in other non-current assets Dividend from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Proceeds from guarantee deposits received Decrease in guarantee deposits received Repayments of the principal portion of lease liabilities Cash dividends paid Disposal of treasury shares Proceeds from disposal of partial interests in subsidiaries without a loss of control Changes in non-controlling interests Restricted share dividends returned Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES |
2023 2022 $ (1,552,502) $ (573,894) (2,430,619) (4,471,274) 27,265,558 25,156,888 (47,108) (195,347) 109,827 - (137,741) (234,732) 65,538 65,632 (33,438,535) (33,897,475) 34,485,259 34,143,161 (3,703,048) (4,249,324) 5,479 41,685 (602,990) (61,713) (105,544) (165,176) - 3,209 (34) - - 4 28,993 31,865 (3,339,904) (4,518,211) - 4,038,922 (10,119,968) - - 3,000,000 26,880 - - (32,053) (502,591) (444,974) (11,519,737) (9,144,103) - 320,411 90,926 54,840 (21,931) (20,275) 1,206 - (22,045,215) (2,227,232) (203,935) 4,378,249 (Continued) |
|---|---|
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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| 2023 NET INCREASE IN CASH AND CASH EQUIVALENTS $ 1,676,504 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 91,065,529 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 92,742,033 The accompanying notes are an integral part of the consolidated financial statements. |
2022 $ 22,789,694 68,275,835 $ 91,065,529 (Concluded) |
|---|---|
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Attachment 3
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Lite-On Technology Corporation
Opinion
We have audited the accompanying financial statements of LITE-ON TECHNOLOGY CORPORATION (the “Company”), which comprise the balance sheets as of December 31, 2023 and 2022, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including material accounting policy information (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of 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 judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the audit of the Company’s financial statements for the year ended December 31, 2023 is as follows:
Allowance for Impairment Loss of Trade Receivables
The allowance for impairment loss of trade receivables represents management’s subjective judgment and determination of the recoverable amount of overdue receivables may give rise to credit risk. The key assumptions and inputs used in the evaluation process involved significant estimates made by management. Hence, we focused on assessing the reasonableness of management’s estimates of allowance for impairment loss in our audit.
Refer to Note 4 to the consolidated financial statements for the summary of material accounting policy information. Refer to Note 11 to the consolidated financial statements for the carrying amount of trade receivables and impairment loss of trade receivables. In response to management’s estimates mentioned above, we assessed the reasonableness and the calculation accuracy of allowance for impairment loss.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
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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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
-
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2023 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 audits resulting in this independent auditors’ report are Meng-Chieh Chiu and Shiuh-Ran Cheng.
Deloitte & Touche Taipei, Taiwan Republic of China
February 26, 2024
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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Attachment 3-1
LITE-ON TECHNOLOGY CORPORATION
BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Financial assets at amortized cost (Notes 9 and 31) Contract assets Trade receivables, net (Note 11) Trade receivables from related parties (Note 30) Other receivables Other receivables from related parties (Note 30) Inventories, net (Note 12) Prepayments Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Note 8) Financial assets at amortized cost (Notes 9 and 31) Investments accounted for using the equity method (Notes 13 and 30) Property, plant and equipment, net (Notes 14 and 30) Right-of-use assets, net (Note 15) Investment properties, net (Note 16) Intangible assets, net (Note 17) Deferred tax assets (Note 24) Refundable deposits Net defined benefit assets (Note 20) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Financial liabilities at fair value through profit or loss (Note 7) Contract liabilities Notes payable Trade payables Trade payables to related parties (Note 30) Other payables Other payables to related parties (Note 30) Current tax liabilities Provisions (Note 19) Lease liabilities (Note 15) Advances received Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 18) Deferred tax liabilities (Note 24) Lease liabilities (Note 15) Guarantee deposits Total non-current liabilities Total liabilities EQUITY Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
2023 Amount % $ 4,176,144 3 568,509 - 21,625 - 111,187 - 16,722,598 10 7,385,726 5 1,452,976 1 4,499,487 3 5,963,002 4 808,438 - 41,709,692 26 549,201 - 731,747 1 446,149 - 100,023,491 62 10,750,740 7 403,160 - 26,468 - 2,725,363 2 1,880,923 1 793,517 1 198,016 - 6,471 - 118,535,246 74 $ 160,244,938 100 $ 20,425,595 13 376,452 - 69,807 - 30 - 6,042,109 4 21,257,717 13 13,727,721 9 36,598 - 4,653,289 3 522,119 - 128,506 - 3,926,398 2 71,166,341 44 3,000,000 2 1,405,450 1 272,962 - 19,589 - 4,698,001 3 75,864,342 47 23,531,300 15 22,734,080 14 18,258,300 11 2,908,326 2 23,507,087 15 44,673,713 28 (3,831,534) (2) (2,726,963) (2) 84,380,596 53 $ 160,244,938 100 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 7,418,633 4 2,653,305 2 - - 102,194 - 22,815,140 13 8,012,686 5 1,126,609 1 190,320 - 5,751,382 3 1,194,160 1 49,264,429 29 507,325 - 727,700 1 398,394 - 101,569,154 60 9,794,480 6 567,588 1 - - 3,580,319 2 2,021,745 1 154,232 - 146,607 - 6,471 - 119,474,015 71 $ 168,738,444 100 $ 26,759,770 16 243,387 - 79,782 - 32 - 5,034,229 3 27,733,148 17 14,950,106 9 573,248 - 3,002,064 2 628,867 - 189,387 - 2,859,275 2 82,053,295 49 3,000,000 2 1,919,736 1 389,911 - 19,497 - 5,329,144 3 87,382,439 52 23,630,830 14 22,706,153 13 16,780,649 10 3,214,551 2 21,736,118 13 41,731,318 25 (3,243,884) (2) (3,468,412) (2) 81,356,005 48 $ 168,738,444 100 |
The accompanying notes are an integral part of the financial statements.
- 26 -
LITE-ON TECHNOLOGY CORPORATION Attachment 3-2
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 22 and 30) Less: Sales returns Sales allowance Total operating revenue COST OF GOODS SOLD (Notes 12, 23 and 30) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 23 and 30) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (Notes 11 and 22) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Other income (Note 30) Other gains and losses (Notes 14, 17 and 23) Finance costs (Note 23) Interest income Share of profit of subsidiaries and associates accounted for using the equity method Total non-operating income and expenses |
2023 Amount % $ 98,845,121 102 235,573 - 2,271,364 2 96,338,184 100 (77,370,040) (80) 18,968,144 20 - - 34,494 - 19,002,638 20 (2,430,234) (3) (3,383,757) (3) (5,518,230) (6) (60,152) - (11,392,373) (12) 7,610,265 8 1,872,159 2 (527,872) (1) (1,318,405) (1) 72,644 - 9,001,878 9 9,100,404 9 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 118,231,667 102 184,748 - 2,477,605 2 115,569,314 100 (98,434,771) (85) 17,134,543 15 49,724 - - - 17,084,819 15 (2,729,803) (3) (3,520,107) (3) (4,946,621) (4) (31,404) - (11,227,935) (10) 5,856,884 5 1,905,978 2 704,877 1 (563,270) (1) 30,965 - 6,450,425 5 8,528,975 7 (Continued) |
- 27 -
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 20, 21 and 24) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments designated as at fair value through other comprehensive income Share of other comprehensive income of subsidiaries and associates accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of other comprehensive income of subsidiaries and associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 25) Basic Diluted |
2023 Amount % $ 16,710,669 17 (2,140,053) (2) 14,570,616 15 39,578 - 64,388 - 11,676 - (7,916) - 107,726 - (1,059,334) (1) 41,088 - 186,064 - (832,182) (1) (724,456) (1) $ 13,846,160 14 $6.36 $6.29 |
2022 | ||
|---|---|---|---|---|
| Amount % $ 14,385,859 12 (234,843) - 14,151,016 12 92,036 - (68,772) - 8,086 - (18,407) - 12,943 - 4,229,179 4 118,370 - (849,696) (1) 3,497,853 3 3,510,796 3 $ 17,661,812 15 $6.19 $6.10 |
||||
The accompanying notes are an integral part of the financial statements.
(Concluded)
- 28 -
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
LITE-ON TECHNOLOGY CORPORATION Attachment 3-3
| BALANCE AT JANUARY 1, 2022 Appropriation of earnings Legal reserve Cash dividends Special reserve Disposal of investments accounted for using the equity method Difference between subsidiaries' disposal of consideration and carrying amount Share-based payment transaction Disposal of treasury stocks Changes in percentage of ownership interests in subsidiaries Restructuring Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Changes in capital surplus from cash dividends of the Company paid to subsidiaries Other changes in equity Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 BALANCE AT DECEMBER 31, 2022 Appropriation of earnings Legal reserve Cash dividends Special reserve Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Cancellation of treasury shares Changes in capital surplus from cash dividends of the Company paid to subsidiaries Disposal of investments accounted for using equity method or subsidiaries Disposal of partial interests of subsidiaries Changes in percentage of ownership interests in subsidiaries Share-based payment transaction Disposal of investments in equity instruments designated as at fair value through other comprehensive income Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax Total comprehensive income (loss) for the year ended December 31, 2023 BALANCE AT DECEMBER 31, 2023 |
Issue of Share Capital(Note 21) Shares Capital Surplus (In Thousands) Amount (Note 21) 2,350,867 $ 23,508,670 $ 21,836,342 - - - - - - - - - - - - - - 30,549 12,216 122,160 622,447 - - 88,015 - - 50,223 - - (29,824 ) - - 10,843 - - 97,517 - - 41 - - - - - - - - - 2,363,083 23,630,830 22,706,153 - - - - - - - - - - - (1,334 ) (15,578 ) (155,778 ) (585,671 ) - - 103,246 - - - - - 45,697 - - 88,652 5,625 56,248 377,337 - - - - - - - - - - - - 2,353,130 $ 23,531,300 $ 22,734,080 |
Retained Earnings (Note 21) | Total $ 36,753,852 - (9,241,620 ) - - - - - (12,430 ) - - - - 14,151,016 80,500 14,231,516 41,731,318 - (11,622,983 ) - - - - - - (106,181 ) 1,206 67,362 14,570,616 32,375 14,602,991 $ 44,673,713 |
**Other Equity (Notes ** | 21and 26) | Treasury Shares Total (Note 21) $ (6,056,988 ) $ (3,700,808 ) - - - - - - 6,490 - - - (623,682 ) - - 232,396 - - - - - - - - - - - - 3,430,296 - 3,430,296 - (3,243,884 ) (3,468,412 ) - - - - - - - - - 741,449 - - 122,895 - - - - - 113,648 - (67,362 ) - - - (756,831) - (756,831) - $ (3,831,534) $ (2,726,963) |
Total Equity $ 72,341,068 - (9,241,620 ) - 6,490 30,549 120,925 320,411 37,793 (29,824 ) 10,843 97,517 41 14,151,016 3,510,796 17,661,812 81,356,005 - (11,622,983 ) - (1,334 ) - 103,246 122,895 45,697 (17,529 ) 548,439 - 14,570,616 (724,456) 13,846,160 $ 84,380,596 |
|
|---|---|---|---|---|---|---|---|---|
| Unrealized Exchange Gain (Loss) on Financial Assets Differences on at Fair Value Translation of the Through Other Financial Statements Comprehensive of Foreign Operations Income $ (5,820,080 ) $ (236,908 ) - - - - - - 6,490 - - - - - - - - - - - - - - - - - - - 3,497,853 (67,557) 3,497,853 (67,557) (2,315,737 ) (304,465 ) - - - - - - - - - - - - 122,895 - - - - - - - - (67,362 ) - - (832,182) 75,351 (832,182) 75,351 $ (3,025,024) $ (296,476) |
Unearned Employees’ Compensation $ - - - - - - (623,682 ) - - - - - - - - - (623,682 ) - - - - - - - - - 113,648 - - - - $ (510,034) |
|||||||
| Shares (In Thousands) 2,350,867 - - - - - 12,216 - - - - - - - - - 2,363,083 - - - - (15,578 ) - - - - 5,625 - - - - 2,353,130 |
Unappropriated Legal Reserve Special Reserve Earnings $ 15,613,679 $ 5,940,218 $ 15,199,955 1,166,970 - (1,166,970 ) - - (9,241,620 ) - (2,725,667 ) 2,725,667 - - - - - - - - - - - - - - (12,430 ) - - - - - - - - - - - - - - 14,151,016 - - 80,500 - - 14,231,516 16,780,649 3,214,551 21,736,118 1,477,651 - (1,477,651 ) - - (11,622,983 ) - (306,225 ) 306,225 - - - - - - - - - - - - - - - - - (106,181 ) - - 1,206 - - 67,362 - - 14,570,616 - - 32,375 - - 14,602,991 $ 18,258,300 $ 2,908,326 $ 23,507,087 |
The accompanying notes are an integral part of the financial statements.
- 29 -
Attachment 3-4
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss Net gain on fair value changes of financial instruments as at fair value through profit or loss Finance costs Interest income Dividend income Share-based payments Share of profit of subsidiaries and associates accounted for using the equity method Net gain on disposal of property, plant and equipment Net loss on disposal of investments Impairment loss recognized on non-financial assets Unrealized gain on transactions with subsidiaries and associates Realized gain on transactions with subsidiaries and associates Unrealized net loss (gain) on foreign currency exchange Recognition of provisions Gain on lease modification Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Contract liabilities Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Provisions Advance receipts Net defined benefit assets Cash generated from operations Interest received Dividends received |
2023 $ 16,710,669 1,268,589 128,889 60,152 (456,712) 1,318,405 (72,644) (3,870) 517,511 (9,001,878) (15,362) 55,595 959,819 - (34,494) (566,339) 9,241 (128) 2,632,697 (7,774) 5,880,791 626,960 534,937 (50,883) (332,584) 300,398 (9,975) (2) 1,456,468 (6,475,431) (698,670) (536,650) (115,989) 1,172,369 (11,831) 15,242,274 72,025 3,870 |
2022 $ 14,385,859 1,098,681 119,072 31,404 (3,295,859) 563,270 (30,965) (3,721) 115,543 (6,450,425) (13,847) - 137,099 49,724 - 328,453 105,271 - 1,041,832 11,601 1,483,350 (1,233,622) (604,975) 14,591 1,163,097 (464,913) 79,684 30 925,495 (2,246,915) 2,325,875 426,934 (140,138) 1,062,913 (11,441) 10,972,957 30,580 3,721 (Continued) |
|---|---|---|
30
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Purchases of financial assets at amortized costs Proceeds from disposal of financial assets at amortized costs Net cash outflow on acquisition of subsidiary Net cash inflow on disposal of subsidiary Proceeds from the capital reduction on investments accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Proceeds from disposal of intangible assets Net cash inflows from business combination Dividends received from subsidiaries and associates Net cash outflow on Spin-off Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Proceeds from guarantee deposits received Decrease in guarantee deposits received Repayments of the principal portion of lease liabilities Cash dividends paid Acquisition of subsidiaries Proceeds from disposal of partial interests in subsidiary without a loss of control Restricted share dividends returned Net cash used in financing activities |
2023 $ (1,361,799) (684,144) 13,272,226 (47,108) 109,827 (69,380) - (32,395) - 4,157,455 (2,131,363) 20,086 (639,285) (75,724) - 527,703 1,263,086 - 3,082,902 - (6,507,725) - 92 - (230,945) (11,622,983) (1,328,188) 90,926 1,206 (19,597,617) |
2022 $ (415,934) (565,010) 10,026,314 (195,347) - (171,642) 3,213 - 48,052 - (1,595,901) 14,340 (79,661) (146,584) 2,969 - 134,871 (689,587) (2,675,277) 1,569,407 - 3,000,000 - (1,339) (199,449) (9,241,620) (188,759) 54,840 - (5,006,920) (Continued) |
|---|---|---|
31
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2023 $ (3,242,489) 7,418,633 $ 4,176,144 |
2022 $ 2,344,117 5,074,516 |
|---|---|---|
$ 7,418,633 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
32
Attachment 4
AUDIT COMMITTEE REPORT
To: Shareholders’ Annual General Meeting for Year 2024, Lite-On Technology Corporation
The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2023 Business Report, Financial Statements (consolidated and standalone) and the proposal of distribution of earnings. The Financial Statements have been duly audited by Certified Public Accountants Meng-Chieh Chiu and Shiuh-Ran Cheng of Deloitte Touche Tohmatsu International Taiwan. The above Business Report, Financial Statements and the proposal of distribution of earnings have been examined and determined to be correct by the undersigned. This Report is duly submitted in accordance with Article 14-4 of Securities and Exchange Law and Article 219 of the Company Law.
The Audit Committee, Chairman:
Mr. Albert Hsueh February 26, 2024
33
Attachment 5
LITE-ON Technology Corporation Comparison Table of Amendments to the Ethical Corporate Management Best Practice Principles
| Contents | after Amendment | after Amendment | Contents | Contents | before Amendment | Explanation |
|---|---|---|---|---|---|---|
| Article 5 |
The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the board of directors, andestablish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development. |
Article 5 |
The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development. |
According to the Article 5 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" amendment the content. |
||
| Article 6 |
In order to realize the operational philosophies and policies of the previous Article, the Company has, in its “Work Rules” and “Practitioner Code of Conduct”, established specific ethical management practices and the programs to forestall unethical conduct (“prevention programs”), including operational procedures, guidelines, and training. In the course of developing the prevention programs, the Company are advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders. |
Article 6 |
In order to realize the operational philosophies and policies of the previous Article, the Company has, in its “Employee Code of Practice” and “Practitioner Code of Conduct”, established specific ethical management practices and the programs to forestall unethical conduct (“prevention programs”), including operational procedures, guidelines, and training. Prevention programs established by the Company shall comply with relevant laws and regulations of the territories where the Company and Business Group are operating. |
1. The company's "Employee Code of Practice" have been renamed "Work Rules", and the text of this article has been revised accordingly. 2. According to the Article 6 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" amendment the content. |
34
| Contents | after Amendment | after Amendment | Contents | Contents | before Amendment | Explanation |
|---|---|---|---|---|---|---|
| Article 7 |
The Company shall establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis. The prevention programs adopted by the Company shall include preventive measures as the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits. 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. 6. Engaging in unfair competitive practices. 7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of |
Article 7 |
When establishing the prevention programs, the Company shall analyze the business activities within its business scope which are possibly at a higher risk of being involved in an unethical conduct, and strengthen the preventive measures. The prevention programs adopted by the Company shall include preventive measures as the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits. 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. 6. Engaging in unfair competitive practices. 7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services. |
According to the Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" amendment the content. |
35
| Contents | after Amendment | after Amendment | Contents | Contents | before Amendment | Explanation |
|---|---|---|---|---|---|---|
| research and development, procurement, manufacture, provision, or sale of products and services. |
||||||
| Article 8 |
The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The Company and their respective business group shall clearly specify in their rules and external documents and on the company website the ethical corporate management policies and the commitment by the board of directors and senior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. The Company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retain said information properly. |
Article 8 |
The Company and Business Group shall clearly specify in its rules and external documents the ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. |
According to the Article 8 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" amendment the content. |
||
| Article 17 |
The directors, managers, employees, mandataries, and substantialcontrollers ofthe |
Article 17 |
The directors, managers, employees, mandataries, and substantialcontrollers ofthe |
According to the Article 17 of the “Ethical Corporate |
36
| Contents | after Amendment | after Amendment | Contents before Amendment | Contents before Amendment | Explanation |
|---|---|---|---|---|---|
| Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company shall establish a dedicated unitthat is under the board of directors and avail itself of adequate resources and staff itself with competent personnel, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters,and shall report to the board of directors on a regular basis (at least once a year): 1. Assisting in incorporating ethics and moral values into the Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the |
Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company shall establish a dedicated unit responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters: 1. Assisting in incorporating ethics and moral values into the Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with |
Management Best Practice Principles for TWSE/TPEx Listed Companies" amendment the content. |
37
| Contents | after Amendment | after Amendment | Contents before Amendment | Contents before Amendment | Explanation |
|---|---|---|---|---|---|
| requirements of laws and regulations. 2. Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope,adoptingaccordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business. 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4. Promoting and coordinating awareness and educational activities with respect to ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical |
respect to the Company's operations and business. 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4. Promoting and coordinating awareness and educational activities with respect to ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. |
38
| Contents | after Amendment | after Amendment | Contents | Contents | before Amendment | Explanation |
|---|---|---|---|---|---|---|
| management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. |
||||||
| Article 20 |
The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans, including auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary. The results of examination in the preceding paragraph shall be reported to senior management and the ethical |
Article 20 |
The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shallperiodically examine the Company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary. |
According to the Article 20 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" amendment the content. |
39
| Contents | after Amendment | after Amendment | Contents before Amendment | Contents before Amendment | Explanation |
|---|---|---|---|---|---|
| management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors. |
|||||
| Article 23 |
The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1.An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports. 2.Dedicated personnel or unit appointed to handle the whistle-blowing system.Any tip involving a director or senior management shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. 3.Follow-up measures to be adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority or referred to the |
Article 23 |
The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports. 2. Dedicated personnel or unit appointed to handle whistle-blowing system. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. 3. Documentation of case acceptance, investigation processes, investigation results, and relevant documents. 4. Confidentiality of the identity of whistle-blowers and the content of reported cases. 5. Measures for protecting whistle-blowers from inappropriate disciplinary |
According to the Article 23 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" amendment the content. |
40
| Contents | after Amendment | after Amendment | Contents before Amendment | Contents before Amendment | Explanation |
|---|---|---|---|---|---|
| judicial authority. 4.Documentation of case acceptance, investigation processes, investigation results, and relevant documents. 5.Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting. 6. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. 7. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the Company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and comply with relevant procedures for notification. |
actions due to their whistle-blowing. When material misconduct or likelihood of material impairment to the Company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and comply with relevant procedures for notification. |
||||
| Article 27 |
The ethical corporate management best practice principles of the Company shall be implemented after the board of directors grants the approval, and shall be reported at a shareholders'meeting. The same procedure shall be followed when the principles have been amended. When the Company’s ethical |
Article 27 |
The ethical corporate management best practice principles of the Company shall be implemented after the board of directors grants approval. The same procedure shall be followed when the principles have been amended. When the Company’s ethical corporate management best practice principles are |
According to the Article 27 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" amendment the content. |
41
| Contents | after Amendment | after Amendment | Contents before Amendment | Contents before Amendment | Explanation |
|---|---|---|---|---|---|
| corporate management best practice principles are submitted for discussion by the board of directors, the board shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objection or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting. |
submitted for discussion by the board of directors, the board shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objection or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting. |
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| Article 28 |
These Principles were established on November 12, 2015. Revised on April 27, 2023 for the first time. |
Article 28 |
These Principles were established on November 12, 2015. |
The revision date adjusted based on the approval date. |
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Attachment 6
Lite-On Technology Corporation
Ethical Corporate Management Best Practice Principles
Article 1
LITE-ON Technology Corporation (hereinafter referred to as “the Company”) adopts these Principles to foster a corporate culture of ethical management and sound development, and to establish a framework for good commercial practices.
These Principles are applicable to the Company’s business groups and organizations, which comprise its subsidiaries, any foundation to which the Company’s direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions or juridical persons over which the Company holds substantial control (“Business Group”).
Article 2
When engaging in commercial activities, directors, managers, employees, and mandataries of the Company or persons having substantial control over the Company (“substantial controllers”) shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty (“unethical conduct”) for purposes of acquiring or maintaining benefits.
Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other stakeholders.
Article 3
“Benefits” in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.
Article 4
The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.
==> picture [550 x 43] intentionally omitted <==
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Article 5
The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the board of directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.
Article 6
In order to realize the operational philosophies and policies of the previous Article, the Company has, in its “Work Rules” and “Practitioner Code of Conduct”, established specific ethical management practices and the programs to forestall unethical conduct (“prevention programs”), including operational procedures, guidelines, and training.
In the course of developing the prevention programs, the Company are advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders.
Article 7
The Company shall establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis.
The prevention programs adopted by the Company shall include preventive measures as the following:
-
Offering and acceptance of bribes.
-
Illegal political donations.
-
Improper charitable donations or sponsorship.
-
Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
-
Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
-
Engaging in unfair competitive practices.
-
Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.
Article 8
The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy.
The Company and their respective business group shall clearly specify in their rules and external documents and on the company website the ethical corporate management policies and the commitment by the board of directors and senior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.
The Company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retain said information properly.
44
Article 9
The Company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management. Prior to any commercial transactions, the Company shall take into consideration the legality of its agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.
When entering into contracts with its agents, suppliers, clients, or other trading counterparties, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts.
Article 10
When conducting business, the Company and its directors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders.
Article 11
When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its directors, managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.
Article 12
When making or offering donations and sponsorship, the Company and its directors, managers, employees, mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.
Article 13
The Company and its directors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
Article 14
The Company and its directors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the Company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe
45
intellectual property rights without the prior consent of the intellectual property rights holder.
Article 15
The Company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.
Article 16
In the course of research and development, procurement, manufacture, provision, or sale of products and services, the Company and its directors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, its products and services, and implement these in its operations, with a view to preventing its products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the Company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the Company shall, in principle, recall those products or suspend the services immediately.
Article 17
The directors, managers, employees, mandataries, and substantial controllers of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.
To achieve sound ethical corporate management, the company shall establish a dedicated unit that is under the board of directors and avail itself of adequate resources and staff itself with competent personnel, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis (at least once a year):
-
Assisting in incorporating ethics and moral values into the Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
-
Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.
-
Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
46
-
Promoting and coordinating awareness and educational activities with respect to ethics policy.
-
Developing a whistle-blowing system and ensuring its operating effectiveness.
-
Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
Article 18
The Company and its directors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.
Article 19
The Company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, managers, and other stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the Company.
When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, managers, and other stakeholders attending or present at board meetings of the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the Company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.
The Company’s directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.
Article 20
The Company shall establish effective accounting systems and internal control systems for business activities possibly
at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts,
and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans, including auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.
The results of examination in the preceding paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors.
47
Article 21
The Company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide directors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should contain the following matters:
-
Standards for determining whether improper benefits have been offered or accepted.
-
Procedures for offering legitimate political donations.
-
Procedures and the standard rates for offering charitable donations or sponsorship.
-
Rules for avoiding work-related conflicts of interests and how they should be reported and handled.
-
Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
-
Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct.
-
Handling procedures for violations of these Principles.
-
Disciplinary measures on offenders.
Article 22
The chairperson, general manager, or senior management of the Company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis.
The Company shall periodically organize training and awareness programs for directors, managers, employees, mandataries, and substantial controllers and invite the Company’s commercial transaction counterparties so they understand the Company’s resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.
The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.
Article 23
The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following:
-
An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports.
-
Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or senior management shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.
48
-
Follow-up measures to be adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority or referred to the judicial authority.
-
Documentation of case acceptance, investigation processes, investigation results, and relevant documents.
-
Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting.
-
Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing.
-
Whistle-blowing incentive measures.
When material misconduct or likelihood of material impairment to the Company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and comply with relevant procedures for notification.
Article 24
The Company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules.
Article 25
The Company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. The Company shall also disclose the measures taken for implementing ethical corporate management, and the status of implementation on its company websites, annual reports, and prospectuses, and shall disclose its ethical corporate management best practice principles on the Market Observation Post System.
Article 26
The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage its directors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.
Article 27
The ethical corporate management best practice principles of the Company shall be implemented after the board of directors grants the approval, and shall be reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended.
When the Company’s ethical corporate management best practice principles are submitted for discussion by the board
of directors, the board shall take into full consideration each independent director's opinions. If an independent
49
director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objection or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting.
Article 28
These Principles were established on November 12, 2015. Revised on April 27, 2023 for the first time.
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LITE-ON Technology Corporation Attachment 7
| LITE-ON Technology Corporation Attachment 7 | LITE-ON Technology Corporation Attachment 7 | LITE-ON Technology Corporation Attachment 7 |
|---|---|---|
| **Comparison Table of Amendments to the“Corporate Governance Best Practice Principles”. ** | ||
| Amended provisions | Current provisions | Explanation |
| Article 3 (Establishment of internal control system) The first and second items are omitted. The Company shall perform full self-assessments of its internal control system. Its board of directors and management shall review the results of the self-assessments by each department at least annually and the reports of the internal audit department on a quarterly basis. The Audit Committee shall also attend to and supervise these matters.Directors and independent directors should regularly hold discussions with internal auditors regarding deficiencies in the internal control system. These discussions should be documented, and follow-up actions should be tracked and implemented. Additionally, a report should be presented to the board of directors.The Company establishes channels and mechanisms of communication between the independent directors, the Audit Committee, and the chief internal auditor. The convener or members of the Audit Committee may report their communication with the independent directors and the chief internal auditor at the shareholders meeting as needed. The following is omitted. |
Article 3 (Establishment of internal control system) The first and second items are omitted. The Company shall perform full self-assessments of its internal control system. Its board of directors and management shall review the results of the self-assessments by each department at least annually and the reports of the internal audit department on a quarterly basis. The Audit Committee shall also attend to and supervise these matters. The Company establishes channels and mechanisms of communication between the independent directors, the Audit Committee, and the chief internal auditor. The convener or members of the Audit Committee may report their communication with the independent directors and the chief internal auditor at the shareholders meeting as needed. The following is omitted. |
Revised in accordance with practical company operations and the second item of Article 3 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
51
| Article 3-1 (Personnel responsible for corporate governance affairs) The Company has an adequate number of corporate governance personnel with appropriate qualifications based on the size of the company, business situations and management needs, and appoints a chief corporate governance officer as the most senior officer to be in charge of corporate governance affairs. Said officer shall be a qualified, practice-eligible lawyer or accountant or have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company in handling legal affairs, financial affairs, stock affairs, or corporate governance affairs. It is required that the corporate governance affairs mentioned in the preceding paragraph include at least the following items: 1. Handling matters relating to board meetings and shareholders meetings according to laws. 2. Producing minutes of board meetings and shareholders meetings. 3. Assisting in onboarding and continuous development of directors. 4. Furnishing information required for business execution by directors. 5. Assisting directors with legal compliance. 6. The board of directors should report on the examination results regarding the qualifications of independent directors during their nomination, election, and tenure. 7. Handling matters related to changes in directors. 8.Other matters set out in the articles or corporation or contracts. |
52 Article 3-1 (Personnel responsible for corporate governance affairs) The Company has an adequate number of corporate governance personnel with appropriate qualifications based on the size of the company, business situations and management needs, and appoints a chief corporate governance officer as the most senior officer to be in charge of corporate governance affairs. Said officer shall be a qualified, practice-eligible lawyer or accountant or have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company in handling legal affairs, financial affairs, stock affairs, or corporate governance affairs. It is required that the corporate governance affairs mentioned in the preceding paragraph include at least the following items: 1. Handling matters relating to board meetings and shareholders meetings according to laws. 2. Producing minutes of board meetings and shareholders meetings. 3. Assisting in onboarding and continuous development of directors. 4. Furnishing information required for business execution by directors. 5. Assisting directors with legal compliance. 6. Other matters set out in the articles or corporation or contracts. |
Revised in accordance with practical company operations and the second item of Article 3-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
|---|---|---|---|
Article 12 (Material financial and business transactions being subject to Article 12 (Material financial and business Revised in accordance shareholders meeting approval) transactions being subject to shareholders with practical company meeting approval) In entering into material financial and business transactions such as acquisition operations and the or disposal of assets, lending funds, and making endorsements or providing In entering into material financial and business Article 12 of the guarantees, the Company shall proceed in accordance with the applicable transactions such as acquisition or disposal of assets, Corporate Governance laws and/or regulations and establish operating procedures in relation to these lending funds, and making endorsements or providing Best Practice Principles material financial and business transactions which shall be reported to and guarantees, the Company shall proceed in accordance approved by the shareholders meeting so as to protect the interests of the with the applicable laws and/or regulations and for TWSE/TPEx Listed shareholders. establish operating procedures in relation to these Companies. material financial and business transactions which When the company undergoes mergers or public acquisitions, in addition to shall be reported to and approved by the shareholders complying with relevant legal requirements, it is crucial to consider the fairness and meeting so as to protect the interests of the reasonableness of the merger or acquisition plan and transaction. Furthermore, shareholders. attention should be given to information disclosure and the soundness of the In the case of a management buyout (MBO), in - post transaction financial structure of the company. addition to following the applicable laws and When the management or a major shareholder of the company is involved in a regulations, the Company is advised to assemble an merger or acquisition, a legal opinion by independent lawyer should be issued to independent and impartial review committee to review review if members of the audit committee to review the merger and acquisition in the buyout price and reasonableness of the buyout the preceding paragraph have met the regulations of Article 3 of the Regulations plan. The Company Governing Appointment of Independent Directors and Compliance Matters for should also pay attention to information disclosure Public Companies, to ensure they are not a related party to a counterparty of the requirements. merger and acquisition transaction or do not have such interest that would influence The relevant personnel of the Company handling the their independence, whether the design and implementation of the relevant matters in the preceding paragraph shall pay attention procedure meet the applicable laws, and if a full disclosure has been made in to the occurrence of any conflicts of interest and the accordance with the applicable laws. need for recusal. Qualifications of the lawyer in the preceding paragraph shall meet the requirements in Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and the lawyer should not be a related party to a counterparty of the merger and acquisition transaction or should not have such interest that would influence their independence. 53 The relevant personnel of the Company handling the matters in the preceding paragraph shall pay attention to the occurrence of any conflicts of interest and the need for recusal.
| Article 13-1 (The board of directors is responsible for establishing a mechanism for interaction with shareholders) The board of directors of the company is responsible for establishing a mechanism for interaction with shareholders to enhance mutual understanding of the development of company's objectives. |
- |
1.This provision is newly added. 2.Revised according to Article 13-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
|---|---|---|---|
| Article 13-2 (Efficient communication with shareholders to gain their support) In addition to communicating with shareholders through shareholders meetings and encouraging shareholders to participate in such meetings, the board of directors of the company together with officers and independent directors shall engage with shareholders in an efficient manner to ascertain shareholders'views and concerns, and expound company policies explicitly, in order to gain shareholders'support. |
- |
1.This provision is newly added. 2.Revised according to Article 13-2 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
54
| Article 17 (Principle of fair dealing and reasonableness in business transactions with affiliated enterprises) When the Company and its affiliated enterprises enter into inter-company business transactions, a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fair dealing and reasonableness. Price and payment terms shall be definitively stipulated when contracts are signed, and non-arm's length transactionsand improper benefit transfersshall be prohibited. The aforementioned written guidelines should include management procedures for transactions related to purchases and sales of goods, acquisition or disposal of assets, lending of funds, and endorsement guarantees. Additionally, significant transactions in this context should be approved by the board of directors, agreed upon by the shareholders’meeting, or reported. ~~All transactions or contracts made by and between the Company and its~~ ~~affiliated persons and shareholders shall follow the principles set forth in the~~ ~~preceding paragraph, and improper channeling of profits is strictly prohibited.~~ |
Article 17 (Principle of fair dealing and reasonableness in business transactions with affiliated enterprises) When the Company and its affiliated enterprises enter into inter-company business transactions, a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fair dealing and reasonableness. Price and payment terms shall be definitively stipulated when contracts are signed, and non-arm's length transactions shall be prohibited. All transactions or contracts made by and between the Company and its affiliated persons and shareholders shall follow the principles set forth in the preceding paragraph, and improper channeling of profits is strictly prohibited. |
Revised according to Article 37 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
|---|---|---|---|
55
| Article 20 (Board competencies) The first and second items are omitted. The structure of the Company's board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs. The composition of the board of directors shall be determined by taking diversity into consideration. It is advisablethat directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards: The following is omitted. |
Article 20 (Board competencies) The first and second items are omitted. The structure of the Company's board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs. The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards: The followingis omitted. |
Revised in accordance with practical company operations and the third item of Article 20 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
|---|---|---|---|
| Article 24 (Appointing independent directors according to articles of incorporation) The first item is omitted. Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings and concurrent positions held.Applicable laws and regulations shall be observed and, in addition, it is not advisable for an independent director to hold office concurrently as a director (including independent director) or supervisor of more than five other listed companies.Independent directors shall also maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company. ~~The election of independent directors of the Company is subject to the provisions of~~ ~~Article 192-1 of the Company Act in that a candidate nomination system shall be~~ ~~adopted, that such system shall be expressly stated in the Articles of Incorporation of~~ ~~the Company, and that shareholders shall elect independent directors from among~~ ~~the those listed in the slate of candidates. Independent and non-independent~~ |
Article 24 (Appointing independent directors according to articles of incorporation) The first item is omitted. Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings and concurrent positions held. Independent directors shall also maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company. The election of independent directors of the Company is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Company, and that |
Revised in accordance with practical company operations and Article 24 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
56
| ~~directors shall be elected at the same time in accordance with Article 198 of the~~ ~~Company Act, but the numbers of independent or non-independent directors to be~~ ~~elected shall be counted separately.~~ If the Company and its group enterprises and organizations, and another company and its group enterprises and organizations nominate for each other any director, supervisor or managerial officer as a candidate for an independent director of the other, the Company shall, at the time it receives the nominations for independent directors, disclose the fact and explain the suitability of the candidate for independent director. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast in favor of the elected independent director. The "group enterprises and organizations" in the preceding paragraph comprise the subsidiaries of the Company, any foundation to which the Company's cumulative direct or indirect contribution of funds exceeds 50 percent of its endowment, and other institutions or juristic persons that are effectively controlled by the Company. Change of status between independent directors and non-independent directors during their term of office is prohibited. ~~When the number of independent directors falls below the minimum in the first~~ ~~paragraph or the articles of incorporation due to the discharge of an independent~~ ~~director for any reason,~~ ~~the Company shall hold a by-election for independent director at the following~~ ~~shareholders meeting. When all independent directors are discharged, the~~ ~~Company shall convene a special shareholders meeting within 60 days of the~~ ~~occurrence of that fact for a by-election for independent directors.~~ The professional qualifications, restrictions on both shareholding and concurrent positions held,determination of independence,method of nomination and other |
shareholders shall elect independent directors from among the those listed in the slate of candidates. Independent and non-independent directors shall be elected at the same time in accordance with Article 198 of the Company Act, but the numbers of independent or non-independent directors to be elected shall be counted separately. If the Company and its group enterprises and organizations, and another company and its group enterprises and organizations nominate for each other any director, supervisor or managerial officer as a candidate for an independent director of the other, the Company shall, at the time it receives the nominations for independent directors, disclose the fact and explain the suitability of the candidate for independent director. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast in favor of the elected independent director. The "group enterprises and organizations" in the preceding paragraph comprise the subsidiaries of the Company, any foundation to which the Company's cumulative direct or indirect contribution of funds exceeds 50 percent of its endowment, and other institutions or juristic persons that are effectively controlled by the Company. Change of status between independent directors and |
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|---|---|---|---|
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| requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and the rules and regulations of the TWSE. |
non-independent directors during their term of office is prohibited. When the number of independent directors falls below the minimum in the first paragraph or the articles of incorporation due to the discharge of an independent director for any reason, the Company shall hold a by-election for independent director at the following shareholders meeting. When all independent directors are discharged, the Company shall convene a special shareholders meeting within 60 days of the occurrence of that fact for a by-election for independent directors. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and the rules and regulations of the TWSE. |
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| Article 25-1 A TWSE/TPEx listed company shall submit the following matters to the board of directors for approval by resolution as provided in the Securities and Exchange Act. When an independent director has a dissentingopinion orqualified opinion,it shall |
Article 25-1 A TWSE/TPEx listed company shall submit the following matters to the board of directors for approval by resolution asprovided in the Securities and Exchange Act. When an |
In response to the Financial Supervisory Commission’s requirement that |
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| be noted in the minutes of the directors meeting: 1. Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act. 2. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others. 3. A matter bearing on the personal interest of a director~~or a supervisor.~~ 4. A material asset or derivatives transaction. 5. A material monetary loan, endorsement, or provision of guarantee. 6. The offering, issuance, or private placement of any equity-type securities. 7. The hiring, discharge, or compensation of an attesting CPA. 8. The appointment or discharge of a financial, accounting, or internal auditing officer. 9. Any other material matter so required by the competent authority. |
independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the directors meeting: 1. Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act. 2. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others. 3. A matter bearing on the personal interest of a director ~~o~~r a supervisor. 4. A material asset or derivatives transaction. 5. A material monetary loan, endorsement, or provision of guarantee. 6. The offering, issuance, or private placement of any equity-type securities. 7. The hiring, discharge, or compensation of an attesting CPA. 8. The appointment or discharge of a financial, accounting, or internal auditing officer. 9. Any other material matter so required by the competent authority. |
Taiwanese listed and OTC companies should fully establish audit committees to replace supervisors by the end of 2022, the phrase “supervisors” has been removed from this principles. |
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| Article 27 (Establishing the Audit Committee) The Company establishes an audit committee. The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The Company has established an audit committee. The provisions regarding supervisors in the Securities and Exchange Act, the Company Act, and other laws and regulations apply mutatis mutandis to the Audit Committee. The following matters shall be subject to the consent of one-half or more of all Audit Committee members and be submitted to the board of directors for a resolution: 1. Adoption or amendment, pursuant to Article 14-1 of the Securities and Exchange Act, of an internal control system. 2. Assessment of the effectiveness of the internal control system. 3. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. 4. Any matter bearing on the personal interest of a director. 5. Any material asset or derivatives transaction. 6. Any material monetary loan, endorsement, or provision of a guarantee. 7. The offering, issuance, or private placement of equity-type securities. 8. The hiring or dismissal of an attesting CPA, or the compensation given |
Article 27 (Establishing the Audit Committee) The Company establishes an audit committee. The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The Company has established an audit committee. The provisions regarding supervisors in the Securities and Exchange Act, the Company Act, and other laws and regulations apply mutatis mutandis to the Audit Committee. The following matters shall be subject to the consent of one-half or more of all Audit Committee members and be submitted to the board of directors for a resolution: 1. Adoption or amendment, pursuant to Article 14-1 of the Securities and Exchange Act, of an internal control system. 2. Assessment of the effectiveness of the internal control system. 3. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, |
Revised the third item of this article according to the company “Audit Committee Organizational Rules” |
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| thereto. 9. The appointment or discharge of a financial, accounting, or internal audit officer. 10. The annual financial reportwhich are signed or sealed by the chairperson, managerial officer, and accounting officer ~~and semi-annual financial~~ ~~report.~~ 11. Proposals regarding business reports and profit distribution or loss replenishment. 12. Other material matters as provide by the Company or the competent authority. The exercise of power by the Audit Committee and independent directors and related matters shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE. |
and endorsements or guarantees for others. 4. Any matter bearing on the personal interest of a director. 5. Any material asset or derivatives transaction. 6. Any material monetary loan, endorsement, or provision of a guarantee. 7. The offering, issuance, or private placement of equity-type securities. 8. The hiring or dismissal of an attesting CPA, or the compensation given thereto. 9. The appointment or discharge of a financial, accounting, or internal audit officer. 10. The annual financial report and semi-annual financial report. 11. Other material matters as provide by the Company or the competent authority. The exercise of power by the Audit Committee and independent directors and related matters shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE. |
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| Article 28-4 (A whistleblowing system) The company is advised to establish and announce channels for internal and external whistleblowers and have whistleblower protection mechanisms in place. The unit that handles whistleblowers’reporting shall be independent, provide encrypted protection for the files furnished by whistleblowers, and appropriately restrict access to such files. It shall also formulate internal procedures and incorporate those procedures into the company's internal control system for management purposes. |
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Revised in accordance with practical company operations and Article 28-3 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Article 29 (Improving quality of financial reports) The first and second items are omitted. Accounting personnel handling the preparation of financial reports shall also participate in relevant professional development courses~~as needed~~for 6 hours or moreeach year. Those courses may be company internal training activities or may be professional courses offered by professional development institutions for principal accounting officers. The Company shall select as its external auditor a professional, responsible, and independent attesting CPA, who shall performregularreviews of the financial conditions and internal control measures of the Company as needed. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the Company shall faithfully implement improvement actions. It is advisable that the Company establish channels and mechanisms of communication between the independent directors or Audit Committee and the attesting CPA, and to incorporate procedures for that purpose into the company's internal control system for management purposes. The Company shall evaluate the independence and suitability of the CPA engaged by the Company regularly (at least once a year)refer to the Audit Quality Indicators (AQIs).In the event that the Company engages the same CPA without replacement for 7 years consecutively, or if the CPA is subject to disciplinary action or other circumstancesprejudicial to the CPA's independence,the Companyshall evaluate |
Article 29 (Improving quality of financial reports) The first and second items are omitted. Accounting personnel handling the preparation of financial reports shall also participate in relevant professional development courses as needed each year. Those courses may be company internal training activities or may be professional courses offered by professional development institutions for principal accounting officers. The Company shall select as its external auditor a professional, responsible, and independent attesting CPA, who shall perform reviews of the financial conditions and internal control measures of the Company as needed. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the Company shall faithfully implement improvement actions. It is advisable that the Company establish channels and mechanisms of communication between the independent directors or Audit Committee and the attesting CPA. The Company shall evaluate the independence and |
Revised in accordance with practical company operations and the third to fifth item of Article 29 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| the necessity of replacing the CPA and submit its conclusion to the board of directors. | suitability of the CPA engaged by the Company regularly (at least once a year). In the event that the Company engages the same CPA without replacement for 7 years consecutively, or if the CPA is subject to disciplinary action or other circumstances prejudicial to the CPA's independence, the Company shall evaluate the necessity of replacing the CPA and submit its conclusion to the board of directors. |
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| Article 35 (Issues subject to discussion in board meetings) The Company shall submit the following matters to its board of directors for discussion: 1. Corporate business plans. 2. Annual~~and semi-annual ~~financial reportswhich are signed or sealed by the chairperson, managerial officer, and accounting officer~~, with the~~ ~~exception of semi-annual financial reports which, under relevant laws~~ ~~and regulations, need not be CPA audited and attested.~~ 3. Adoption or amendment to an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and evaluation of effectiveness of an internal control system. 4. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. 5. The offering, issuance, or private placement of equity-type securities. |
Article 35 (Issues subject to discussion in board meetings) The Company shall submit the following matters to its board of directors for discussion: 1. Corporate business plans. 2. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be CPA audited and attested. 3. Adoption or amendment to an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and evaluation of effectiveness of an internal control system. 4. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, |
Revised the first item of Article 35 in accordance with practical company operations and the first item of Article 35 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the regulation and procedure for Board of Directors Meetings. |
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| 6. The performance assessment and the standard of remuneration of the managerial officers. 7. The structure and system of director's remuneration. 8~~6.~~The appointment or discharge of a financial, accounting, or internal audit officer. 9~~7.~~A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. 10~~8.~~Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be approved by resolution at a meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority. The second item is omitted. |
and endorsements or guarantees for others. 5. The offering, issuance, or private placement of equity-type securities. 6. The appointment or discharge of a financial, accounting, or internal audit officer. 7. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. 8. Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be approved by resolution at a meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority. The second item is omitted. |
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| Article 37 (Board members to conduct duties faithfully and fulfill the obligations of a prudent director) Members of the board of directors shall faithfully conduct corporate affairs and perform the duty of care of a good administrator. In conducting the affairs of the Company, they shall exercise their powers with a high level of self-discipline and prudence. Unless matters are otherwise reserved bylaw for approval in |
Article 37 (Board members to conduct duties faithfully and fulfill the obligations of a prudent director) Members of the board of directors shall faithfully conduct corporate affairs and perform the duty of care of a good administrator. In conducting the affairs of the Company, theyshall exercise theirpowers with a high level of |
Revised in accordance with practical company operations and Article 37 of the Corporate Governance Best |
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shareholders meetings or in the articles of self-discipline and prudence. Unless matters are otherwise Practice Principles for incorporation, they shall ensure that all matters are handled according to the reserved by law for approval in shareholders meetings or TWSE/TPEx Listed resolutions of board of directors. in the articles of incorporation, they shall ensure that all matters are handled Companies. ~~Board resolutions involving corporate management and development or the~~ according to the resolutions of board of directors. ~~direction of major policies shall be considered with great care, and shall not be allowed to influence the promotion or implementation of corporate governance.~~ Board resolutions involving corporate management and ~~Independent directors shall perform their duties as required by law or the articles~~ development or the direction of major policies shall be ~~of incorporation in order to protect the rights and equity of the Company and its~~ considered with great care, and shall not be allowed to ~~shareholders.~~ influence the promotion or implementation of corporate The Company formulates rules and procedures for board of directors governance. Independent directors shall perform their performance assessments ~~, and that each year it conduct performance assessments of~~ duties as required by law or the articles of incorporation ~~the board of directors and functional committees in an appropriate manner.~~ Each year, in order to protect the rights and equity of the Company and in respect of the board of directors and individual directors, it shall conduct regularly its shareholders. scheduled performance assessments through self-assessments or peer-to-peer The Company formulates rules and procedures for assessments, and may also do so through outside professional institutions or in any board of directors performance assessments, and that each other appropriate manner. A performance assessment of the board of directors shall year it conduct performance assessments of the board of include the following aspects, and appropriate assessment indicators shall be directors developed in consideration of the company's needs: and functional committees in an appropriate manner. 1. The degree of participation in the company's operations. 2. Improvement in the quality of decision making by the board of directors. 3. The composition and structure of the board of directors. 4. The election of the directors and their continuing professional education. 5. Internal controls. The performance assessments of board members (self-assessments or peer-to-peer assessments) shall include the following aspects, with appropriate adjustments made on the basis of the company's needs: 1. Their grasp of the company's goals and missions. 2. Their recognition of director's duties.
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- Their degree of participation in the company's operations. 4. Their management of internal relationships and communication. 5. Their professionalism and continuing professional education. 6. Internal controls. The company conduct performance assessments of a functional committee, covering the following aspects, with appropriate adjustments made on the basis of the company's needs: 1. Their degree of participation in the company's operations. 2. Their recognition of the duties of the functional committee. 3. Improvement in the quality of decision making by the functional committee. 4. The composition of the functional committee, and election and appointment of committee members. 5. Internal control. The company submit the results of performance assessments to the board of directors and use them as reference in determining compensation for individual directors, their nomination and additional office term. Revised in accordance Article 38 (Succession plan for the management) Article 38 (Succession plan for the management) It is advisable for the Company to establish a succession plan for the management ~~to~~ It is advisable for the Company to establish a succession with practical company ~~ensure sustainable operation.~~ The development and implementation of such plan shall plan for the management to ensure sustainable operation. operations and Article be periodically evaluated by the board of directors to ensure sustainable operation. 37-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed
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| Companies. | |||
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| Article 38-1 (Establishment of an intellectual property regulatory system) | - |
1.This provision is newly added. 2.Revised according to Article 37-2 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| The board of directors is advised to evaluate and monitor the following aspects of the | |||
| company’s direction of operation and performance in connection with intellectual | |||
| properties, to ensure the company develops an intellectual property regulatory system | |||
| in accordance with the Plan-Do-Check-Act cycle: 1. Formulate intellectual property regulatory policies, objectives and systems that are slightly associated with the operational strategies. 2. Develop, implement and maintain on the basis of scale and form its regulatory systems governing the procurement, protection, maintenance and utilization of intellectual properties. 3. Identify and provide the necessary resources sufficient to ensure effective implementation and maintenance of the intellectual property regulatory system. 4. Observe internally and externally the risks and opportunities that intellectual property regulation may present and adopt corresponding measures. 5. Plan for and implement a continuous improvement mechanism to ensure the operation and effects of the intellectual property regulatory regime meet the company’s expectations. |
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| 1. 2. 3. 4. 5. |
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| Article 52 (Enforcement) These Principles shall take effect after the approval of the board of directors. The same applies to all subsequent amendments. These Best Practice Principles are established on November 12, 2015. First amendment of these Best Practice Principles passed on July 14, 2017. Second amendment of these Best Practice Principles passed on April 26, 2019. Third amendment of these Best Practice Principles passed on October 30, 2020. Fourth amendment of these Best Practice Principles passed on February 25, 2021. Fifth amendment of these Best Practice Principles passed on October 28, 2022. Sixth amendment of these Best Practice Principles passed on October 30, 2023. |
Article 52 (Enforcement) These Principles shall take effect after the approval of the board of directors. The same applies to all subsequent amendments. These Best Practice Principles are established on November 12, 2015. First amendment of these Best Practice Principles passed on July 14, 2017. Second amendment of these Best Practice Principles passed on April 26, 2019. Third amendment of these Best Practice Principles passed on October 30, 2020. Fourth amendment of these Best Practice Principles passed on February 25, 2021. Fifth amendment of these Best Practice Principles passed on October 28, 2022. |
Add this revision date |
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Lite-On Technology Corporation Attachment 8 Corporate Governance Best Practice Principles
Chapter 1 General Principles
Article 1 (Purpose)
To establish a sound corporate governance system, Lite-On Technology Corporation ("the Company") has implemented the Lite-On Technology Corporation Corporate Governance Best Practice Principles based on the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies adopted jointly by the Taiwan Stock Exchange Corporation
(TWSE) and the Taipei Exchange (TPEx).
Article 2 (Principles)
When setting up the corporate governance system, in addition to complying with relevant laws, regulations, and articles of incorporation, the Company follows the following principles:
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Establish an effective corporate governance structure.
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Protect the rights and interests of shareholders.
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Strengthen the powers of the board of directors.
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Respect the rights and interests of stakeholders.
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Enhance information transparency.
Article 3 (Establishment of internal control system)
The Company follows the Regulations Governing Establishment of Internal Control Systems by Public Companies and takes into consideration the overall operational activities of itself and its subsidiaries to design and fully implement an internal control system, and conducts continuing reviews of the system, in order to ensure the continued effectiveness of its design and implementation in light of changes in the Company's internal and external environment.
Adoption or amendment of the internal control system shall require a majority vote from the Audit Committee, and be submitted to the board of directors for approval. All objections or reservations expressed by independent directors, if any, shall be recorded in the board meeting minutes.
The Company shall perform full self-assessments of its internal control system. Its board of directors and management shall review the results of the self-assessments by each department at least annually and the reports of the internal audit department on a quarterly basis. The Audit Committee shall also attend to and supervise these matters. Directors and independent directors should regularly hold discussions with internal auditors regarding deficiencies in the internal control system. These discussions should be documented, and follow-up actions should be tracked and implemented. Additionally, a report should be presented to the board of directors. The Company establishes channels and mechanisms of communication between the independent directors, the Audit Committee, and the chief internal auditor. The convener or members of the Audit Committee may report their communication with the independent directors and the chief internal auditor at the shareholders meeting as needed.
The management of the Company shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, to evaluate problems of the internal control system and assess the efficiency of its operations to ensure that the system can operate effectively on an
ongoing basis, and to assist the board of directors and the management to perform their duties effectively so as to ensure a sound corporate governance system.
To put the internal control system into effect, strengthen the professional abilities of the deputies of the internal auditors and to further improve and maintain the quality and implementing result of the audit, the Company shall have deputies in place for the duties of the internal auditing personnel.
The requirements for qualified internal auditors under Article 11, Paragraph 6 of the Regulations Governing Establishment of Internal Control Systems by Public Companies and the provisions under Articles 16, 17 and 18 of the same regulations shall apply to the deputies in the preceding paragraph.
Appointment, dismissal, evaluation and review, salary and compensation of internal auditors of the Company shall be reported to the board of directors or shall be submitted by the chief auditor to the board chairperson for approval.
Article 3-1 (Personnel responsible for corporate governance affairs)
The Company has an adequate number of corporate governance personnel with appropriate qualifications based on the size of the company, business situations and management needs,
and appoints a chief corporate governance officer as the most senior officer to be in charge
of corporate governance affairs. Said officer shall be a qualified, practice-eligible lawyer or
accountant or have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company in handling legal affairs, financial
affairs, stock affairs, or corporate governance affairs.
It is required that the corporate governance affairs mentioned in the preceding paragraph
include at least the following items:
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Handling matters relating to board meetings and shareholders meetings according to laws.
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Producing minutes of board meetings and shareholders meetings.
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Assisting in onboarding and continuous development of directors.
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4.Furnishing information required for business execution by directors.
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Assisting directors with legal compliance.
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The board of directors should report on the examination results regarding the qualifications of independent directors during their nomination, election, and tenure.
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Handling matters related to changes in directors.
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Other matters set out in the articles or corporation or contracts.
Chapter 2 Protection of Shareholders' Rights and Interests
Section 1 Encouraging Shareholders to Participate in Corporate Governance
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Article 4 (Protection of shareholders as ultimate objective)
The ultimate objective of the Company's corporate governance system shall be to protect shareholder rights and interests and treat all shareholders equitably.
The Company shall establish a corporate governance system which ensures shareholders' rights of being fully informed of, participating in and making decisions over important matters of the Company.
- Article 5 (Convening shareholders meetings and establishing comprehensive meeting rules)
The Company shall convene shareholders meetings in accordance with the Company Act and relevant laws and regulations, and provide comprehensive rules for such meetings. The Company shall faithfully implement resolutions adopted by shareholders meetings in accordance with the rules for the meetings.
Resolutions adopted by shareholders meetings of the Company shall comply with laws and regulations and articles of incorporation.
- Article 6 (The board of directors shall properly arrange the agenda items and procedures for shareholders meetings)
The board of directors of the Company shall properly arrange the agenda items and procedures for shareholders meetings. The board shall also properly handle the proposals duly submitted by shareholders. Arrangements shall be made to hold shareholders meetings at a convenient location, advisably with videoconferencing available and sufficient time allowed and sufficient numbers of suitable personnel assigned to handle attendance registrations. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Shareholders shall be granted reasonable time to deliberate each proposal and an appropriate opportunity to make statements.
For a shareholders meeting called by the board of directors, it is advisable that the board chairperson chair the meeting and that a majority of the directors (including at least one independent director) and convener of the Audit Committee attend in person. Attendance details should be recorded in the shareholders meeting minutes.
Article 7 (Encouraging shareholders to participate in corporate governance)
The Company shall encourage its shareholders to actively participate in corporate governance, and enable shareholders meetings to proceed on a legal, effective and secure basis.
The Company shall seek all ways and means, including fully exploiting technologies for information disclosure, to disclose information, and shall adopt electronic voting, in order to enhance shareholders' attendance rates at shareholders meetings and ensure their exercise of rights at such meetings in accordance with laws.
The Company is advised to arrange for its shareholders to vote on each separate proposal in the shareholders meeting agenda, and following conclusion of the meeting, to enter the voting results the same day, namely the numbers of votes cast for and against and the number of abstentions, on the online reporting system specified by TWSE.
When the Company offers shareholder meeting souvenirs to shareholders, it shall not have preferential or discriminating treatment towards shareholders.
Article 8 (Shareholders meeting minutes)
The Company, in accordance with the Company Act and other applicable laws and regulations, shall record in the shareholders meeting minutes the date and place of
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the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. With respect to the election of directors, the meeting minutes shall record the method of voting adopted therefore and the total number of votes for the elected directors.
The shareholders meeting minutes shall be properly and perpetually kept by the Company during its legal existence, and should be sufficiently disclosed on the Company's website.
Article 9 (Chairperson of the shareholders meetings to be fully familiar and comply with the rules governing the proceedings of the shareholders meetings established by the Company)
The chairperson of the shareholders meetings shall be fully familiar and comply with the rules governing the proceedings of the shareholders meetings established by the Company.
The chairperson shall ensure the proper progress of the proceedings of the meetings and may not adjourn the meetings at will.
In order to protect the interests of most shareholders, if the chairperson declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of the shareholders meetings, it is advisable for the members of the board of directors other than the chairperson of the shareholders meeting to promptly assist the attending shareholders at the shareholders meeting in electing a new chairperson of the shareholders meeting to continue the proceedings of the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures.
Article 10 (Placing importance on the shareholder right to know)
The Company shall place high importance on the shareholder right to know, and shall faithfully comply with applicable regulations regarding information disclosure in order to provide shareholders with regular and timely information on company financial conditions and operations, insider shareholdings, and corporate governance status through the Market Observation Post System (MOPS) or the website established by the Company.
To protect its shareholders' rights and interests and ensure their equal treatment, the Company shall adopt internal rules prohibiting company insiders from trading securities using information not disclosed to the market.
The rules mentioned in the preceding paragraph include stock trading control measures from the date insiders of the Company become aware of the contents of the Company’s financial reports or relevant results.
Measures include, without limitation, those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.
Article 11 (Shareholders being entitled to profit distributions)
The shareholders shall be entitled to profit distributions by the company. In order to ensure the investment interests of shareholders, the shareholders meeting may, pursuant to Article 184 of the Company Act, examine the statements and books prepared and submitted by the board of directors and the reports submitted by the Audit Committee, and may decide profit distributions and deficit off-setting plans by resolution. In order to proceed with the above examination, the shareholders meeting may appoint an inspector. The shareholders may, pursuant to Article 245 of the Company Act, apply with the court to select an inspector in examining the accounting records, assets, particulars,
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documents and records of specific transaction of the Company.
The board of directors, Audit Committee, and managers of the Company shall fully cooperate in the examination conducted by the inspectors in the aforesaid two paragraphs without any circumvention, obstruction or rejection.
- Article 12 (Material financial and business transactions being subject to shareholders meeting approval)
In entering into material financial and business transactions such as acquisition or disposal of assets, lending funds, and making endorsements or providing guarantees, the Company shall proceed in accordance with the applicable laws and/or regulations and establish operating procedures in relation to these material financial and business transactions which shall be reported to and approved by the shareholders meeting so as to protect the interests of the shareholders.
When the company undergoes mergers or public acquisitions, in addition to complying with relevant legal requirements, it is crucial to consider the fairness and reasonableness of the merger or acquisition plan and transaction. Furthermore, attention should be given to information disclosure and the soundness of the post-transaction financial structure of the company.
When the management or a major shareholder of the company is involved in a merger or acquisition, a legal opinion by independent lawyer should be issued to review if members of the audit committee to review the merger and acquisition in the preceding paragraph have met the regulations of Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, to ensure they are not a related party to a counterparty of the merger and acquisition transaction or do not have such interest that would influence their independence, whether the design and implementation of the relevant procedure meet the applicable laws, and if a full disclosure has been made in accordance with the applicable laws.
Qualifications of the lawyer in the preceding paragraph shall meet the requirements in Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and the lawyer should not be a related party to a counterparty of the merger and acquisition transaction or should not have such interest that would influence their independence.
The relevant personnel of the Company handling the matters in the preceding paragraph shall pay attention to the occurrence of any conflicts of interest and the need for recusal.
Article 13 (Dedicated personnel to handle shareholder proposals)
In order to protect the interests of the shareholders, it is advisable that the Company designate personnel exclusively dedicated to handling shareholder proposals, inquiries, and disputes.
The Company shall properly deal with any legal action duly instituted by shareholders in which it is claimed that shareholder rights and interests were damaged by a resolution adopted at a shareholders meeting or a board of directors meeting in violation of applicable laws, regulations, or the Company's articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the Company's articles of incorporation by any directors or managers in performing their duties.
Article 13-1 (The board of directors is responsible for establishing a mechanism for interaction with shareholders)
The board of directors of the company is responsible for establishing a mechanism for interaction with shareholders to enhance mutual understanding of the development of company's objectives.
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Article 13-2 (Efficient communication with shareholders to gain their support)
In addition to communicating with shareholders through shareholders meetings and encouraging shareholders to participate in such meetings, the board of directors of the company together with officers and independent directors shall engage with shareholders in an efficient manner to ascertain shareholders' views and concerns, and expound company policies explicitly, in order to gain shareholders' support.
Section 2 Corporate Governance Relationships Between the Company and Its Affiliated Enterprises
Article 14 (Establishing firewalls)
The Company shall clearly identify the objectives and the division of authority and responsibility between it and its affiliated enterprises with respect to management of personnel, assets, and financial matters, and shall properly carry out risk assessments and establish appropriate firewalls.
Article 15 (Managers to not serve as managers of affiliated enterprises)
Unless otherwise provided by the laws and regulations, a manager of the Company may not serve as a manager of its affiliated enterprises. A director who engages in any transaction for himself or on behalf of another person that is within the scope of the Company's operations shall explain the major content of such actions to the shareholders meeting and obtain its consent.
Article 16 (Establishing sound financial, operational and accounting management systems)
The Company shall establish sound objectives and systems for management of finance, operations, and accounting in accordance with applicable laws and regulations. It shall further, together with its affiliated enterprises, properly conduct an overall risk assessment of major banks they deal with and customers and suppliers, and implement the necessary control mechanisms to reduce credit risk.
- Article 17 (Principle of fair dealing and reasonableness in business transactions with affiliated enterprises)
When the Company and its affiliated enterprises enter into inter-company business transactions, a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fair dealing and reasonableness. Price and payment terms shall be definitively stipulated when contracts are signed, and non-arm's length transactions and improper benefit transfers shall be prohibited.
The aforementioned written guidelines should include management procedures for transactions related to purchases and sales of goods, acquisition or disposal of assets, lending of funds, and endorsement guarantees. Additionally, significant transactions in this context should be approved by the board of directors, agreed upon by the shareholders’ meeting, or reported.
Article 18 (Provisions for corporate shareholders with controlling power)
A corporate shareholder having controlling power over the Company shall comply with the following provisions:
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It shall bear a duty of good faith to other shareholders and shall not directly or indirectly cause the company to conduct any business which is contrary to normal business practice or not profitable.
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Its representative shall follow the rules implemented by the Company with respect to the exercise of rights and participation of resolution, so that at a shareholders
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meeting, the representative shall exercise his/her voting right in good faith and for the best interest of all shareholders and shall exercise the fiduciary duty and duty of care of a director.
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It shall comply with relevant laws, regulations and the articles of incorporation of the Company in nominating directors and shall not act beyond the authority granted by the shareholders meeting or board meeting.
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It shall not improperly intervene in corporate policy making or obstruct corporate management activities.
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It shall not restrict or impede the management or production of the Company by methods of unfair competition such as monopolizing corporate procurement or foreclosing sales channels.
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The representative that is designated when a corporate shareholder has been elected as a director or shall meet the Company's requirements for professional qualifications. Arbitrary replacement of the corporate shareholder's representative is inappropriate.
Article 19 (List of major shareholders and ultimate owners of major shareholders)
The Company shall retain at all times a register of major shareholders who own a relatively high percentage of shares and have controlling power, and of the persons with ultimate control over those major shareholders.
The Company shall disclose periodically important information about its shareholding more than ten percent of the outstanding shares of the Company relating to the pledge, increase or decrease of share ownership, or other matters that may possibly trigger a change in the ownership of their shares.
Chapter 3 Enhancing the Functions of the Board of Directors
Section 1 Structure of the Board of Directors
Article 20 (Board competencies)
The board of directors of the Company shall be responsible to the shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings.
The structure of the Company's board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs.
The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
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Basic requirements and values: Gender, age, nationality, race or ethnicity, and culture.
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Professional knowledge and skills: A professional background (e.g., law,
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accounting, industry, finance, marketing, technology), professional skills, and industry experience.
All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
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Ability to make operational judgments.
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Ability to perform accounting and financial analysis.
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Ability to conduct management administration.
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Ability to conduct crisis management.
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Knowledge of the industry.
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An international market perspective.
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Ability to lead.
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Ability to make policy decisions.
Article 21 (Establishing fair, just, and open procedure for Procedure for the Election of Directors)
The Company shall establish a fair, just, and open procedure for the election of directors, encourage shareholder participation, and adopt the cumulative voting mechanism pursuant to the Company Act in order to fully reflect shareholders' views.
Unless the competent authority otherwise grants an approval, a spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors of the Company.
When the number of directors falls below five due to the discharge of a director for any reason, the Company shall hold a by-election for director at the following shareholders meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the Company shall convene a special shareholders meeting within 60 days of the occurrence of that fact for a by-election for directors.
The aggregate shareholding ratio of all of the directors of the Company shall comply with the laws and regulations. Restrictions on the share transfer of each director and the creation, release, or changes of any pledges over the shares held by each director shall be subject to the relevant laws and regulations, and the relevant information shall be fully disclosed.
Article 22 (Candidate nomination system to be specified in articles of incorporation)
The Company is advised to specify in its articles of incorporation that it adopts the candidate nomination system for elections of directors, carefully review the qualifications of a nominated candidate and the existence of any other matters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of the Company Act.
- Article 23 (Clear distinctions shall be drawn between the responsibilities and duties of the chairperson and those of its general manager)
Clear distinctions shall be drawn between the responsibilities and duties of the chairperson of the board of the Company and those of its general manager.
It is inappropriate for the chairperson to also act as the general manager or other equivalent position (highest managerial position). If the chairperson also acts as the general manager or other equivalent position (highest managerial position) or the
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chairperson and general manager or other equivalent position (highest managerial position) are spouses or relatives within one degree of consanguinity, it is advisable that the number of independent directors be increased and there be a majority of the members of the board of directors who are not employees or managers.
The Company has functional committees in place and shall clearly define the responsibilities and duties of the committees.
Section 2 Independent Director System
Article 24 (Appointing independent directors according to articles of incorporation)
The Company shall appoint independent directors in accordance with its articles of incorporation. They shall be not less than three in number and not less than one-fifth of the total number of directors.
Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings and concurrent positions held. Applicable laws and regulations shall be observed and, in addition, it is not advisable for an independent director to hold office concurrently as a director (including independent director) or supervisor of more than five other TWSE/TPEx listed companies. Independent directors shall also maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company.
If the Company and its group enterprises and organizations, and another company and its group enterprises and organizations nominate for each other any director, supervisor or managerial officer as a candidate for an independent director of the other, the Company shall, at the time it receives the nominations for independent directors, disclose the fact and explain the suitability of the candidate for independent director. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast in favor of the elected independent director.
The "group enterprises and organizations" in the preceding paragraph comprise the subsidiaries of the Company, any foundation to which the Company's cumulative direct or indirect contribution of funds exceeds 50 percent of its endowment, and other institutions or juristic persons that are effectively controlled by the Company.
Change of status between independent directors and non-independent directors during their term of office is prohibited.
The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and the rules and regulations of the TWSE.
Article 25 (Responsibility of independent directors)
The Company shall stipulate the scope of duties of the independent directors and empower them with manpower and physical support related to the exercise of their power. The Company or other board members shall not obstruct, reject or circumvent the performance of duties by the independent directors.
The Company shall stipulate the remuneration of the directors according to the company charter and the decision of the shareholders' meeting. The remuneration of the directors shall fully reflect the personal performance and the long-term management performance of the company, and shall also take the overall operational risks of the Company into consideration.
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Different but reasonable remuneration from that of other directors may be set forth for the independent directors.
Article 25-1
A TWSE/TPEx listed company shall submit the following matters to the board of directors for approval by resolution as provided in the Securities and Exchange Act. When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the directors meeting:
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Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
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Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
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A matter bearing on the personal interest of a director.
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A material asset or derivatives transaction.
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A material monetary loan, endorsement, or provision of guarantee.
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The offering, issuance, or private placement of any equity-type securities.
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The hiring, discharge, or compensation of an attesting CPA.
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The appointment or discharge of a financial, accounting, or internal auditing officer.
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Any other material matter so required by the competent authority.
Section 3 Functional Committees
Article 26 (Establishing functional committees)
For the purpose of developing supervisory functions and strengthening management mechanisms, the Company, in consideration of the board's size and the number of independent directors, may set up functional committees for auditing or any other functions.
Functional committees shall be responsible to the board of directors and submit their proposals to the board of directors for approval, Functional committees shall be responsible to the board of directors and submit their proposals to the board of directors for approval, provided that the performance of supervisor's duties by the audit committee pursuant to Article 14-4, paragraph 4 of the Securities and Exchange Act shall be excluded.
Functional committees shall adopt an organizational charter to be approved by the board of directors. The organizational charter shall contain the numbers, terms of office, and powers of committee members, as well as the meeting rules and resources to be provided by the Company for exercise of power by the committee.
Article 27 (Establishing the Audit Committee)
The Company establishes an audit committee. The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.
The Company has established an audit committee. The provisions regarding supervisors in the Securities and Exchange Act, the Company Act, and other laws and regulations apply mutatis mutandis to the Audit Committee.
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The following matters shall be subject to the consent of one-half or more of all Audit Committee members and be submitted to the board of directors for a resolution:
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Adoption or amendment, pursuant to Article 14-1 of the Securities and Exchange Act, of an internal control system.
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Assessment of the effectiveness of the internal control system.
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Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
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Any matter bearing on the personal interest of a director.
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Any material asset or derivatives transaction.
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Any material monetary loan, endorsement, or provision of a guarantee.
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The offering, issuance, or private placement of equity-type securities.
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The hiring or dismissal of an attesting CPA, or the compensation given thereto.
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The appointment or discharge of a financial, accounting, or internal audit officer.
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The annual financial report which are signed or sealed by the chairperson, managerial officer, and accounting officer.
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Proposals regarding business reports and profit distribution or loss replenishment.
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Other material matters as provide by the Company or the competent authority.
The exercise of power by the Audit Committee and independent directors and related matters shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE.
Article 28 (Establishing the Remuneration Committee)
The Company establishes a remuneration committee. It is advisable that more than half of the committee members be independent directors. The professional qualifications for the committee members, the exercise of their powers of office, the adoption of the organizational charter, and related matters shall be handled pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.
Article 28-1 (Establishing the Growth Strategy Committee)
The Company establishes a growth strategy committee. The Growth Strategy Committee shall be composed of the directors of the Company. The convener and committee members shall be appointed by the board of directors.
The committee is authorized by the board of directors to direct and review the Company and the Group's overall growth strategies, to preview important investment projects, and to periodically report its resolutions to the board of directors.Article 28-2 (Establishing the Corporate Sustainable Committee)
The company establishes a Corporate Sustainability Committee and formulates organizational regulations. The committee is composed of at least three company members appointed by the board of directors, with over half of them being independent directors. Additionally, one member is designated as the convener and meeting chairperson.
Article 28-3 (Establishing the Nomination Committee)
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The company establishes a Nomination Committee and formulates organizational regulations. Over half of the members are appointed by independent directors, with an independent director serving as the chairperson.
Article 28-4 (A whistleblowing system)
The company is advised to establish and announce channels for internal and external whistleblowers and have whistleblower protection mechanisms in place. The unit that handles whistleblowers’ reporting shall be independent, provide encrypted protection for the files furnished by whistleblowers, and appropriately restrict access to such files. It shall also formulate internal procedures and incorporate those procedures into the company's internal control system for management purposes.
Article 29 (Improving quality of financial reports)
To improve the quality of its financial reports, the Company shall establish the position of deputy to its principal accounting officer.
To enhance the professional abilities of the deputy accounting officer of the preceding paragraph, the deputy's continuing education shall proceed following the schedule of the principal accounting officer as needed.
Accounting personnel handling the preparation of financial reports shall also participate in relevant professional development courses for 6 hours or more each year. Those courses may be company internal training activities or may be professional courses offered by professional development institutions for principal accounting officers.
The Company shall select as its external auditor a professional, responsible, and independent attesting CPA, who shall perform regular reviews of the financial conditions and internal control measures of the Company as needed. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the Company shall faithfully implement improvement actions. It is advisable that the Company establish channels and mechanisms of communication between the independent directors or Audit Committee and the attesting CPA, and to incorporate procedures for that purpose into the company's internal control system for management purposes.
The Company shall evaluate the independence and suitability of the CPA engaged by the Company regularly (at least once a year) refer to the Audit Quality Indicators (AQIs). In the event that the Company engages the same CPA without replacement for 7 years consecutively, or if the CPA is subject to disciplinary action or other circumstances prejudicial to the CPA's independence, the Company shall evaluate the necessity of replacing the CPA and submit its conclusion to the board of directors.
Article 30 (Providing adequate legal consultation services)
It is advisable that the Company engage a professional and competent legal counsel to provide adequate legal consultation services to the Company, or to assist the board of directors and the management to improve their knowledge of the law, for the purposes of preventing any infraction of laws or regulations by the Company or its staff and ensuring that corporate governance matters proceed pursuant to the relevant legal framework and the prescribed procedures.
When, as a result of performing their lawful duties, directors or the management are involved in litigation or a dispute with shareholders, the Company shall retain a legal counsel to provide assistance as circumstances require.
The audit committee or an independent director may retain the service of legal counsel,
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CPA, or other professionals on behalf of the company to conduct a necessary audit or provide consultation on matters in relation to the exercise of their power, at the expense of the company.
Section 4 Rules for the Proceedings and Decision-Making Procedures of Board Meetings
Article 31 (Convention of board meetings)
The board of directors of the Company shall meet at least once every quarter, or convene at any time in case of emergency. To convene a board meeting, a meeting notice which specifies the purposes of the meeting shall be sent to each director no later than 7 days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting notice. If the meeting materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the board of directors.
The Company shall adopt rules of procedure for board meetings, which shall follow the Regulations Governing Procedure for Board of Directors Meetings of Public Companies with regard to the content of deliberations, procedures, matters to be recorded in the meeting minutes, public announcements, and other matters for compliance.
Article 32 (Directors to exercise high degree of self-discipline)
Company directors shall exercise a high degree of self-discipline. If a director or a juristic person represented by the director is an interested party with respect to any proposal for a board meeting, the director shall state the important aspects of the interested party relationship at the meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that proposal and shall enter recusal during the discussion and voting. The director also may not act as another director's proxy to exercise voting rights on that matter.
Matters requiring the voluntary recusal of a director shall be clearly set forth in the rules of procedure for board meetings.
Article 33 (Independent directors and the board of directors)
When a board meeting is convened to consider any matter submitted to it pursuant to Article 14-3 of the Securities and Exchange Act, an independent director of the Company shall attend the board meeting in person, and may not be represented by a non-independent director via proxy. When an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of directors meeting; if the independent director cannot attend the board meeting in person to voice his or her dissenting or qualified opinion, he or she should provide a written opinion before the board meeting unless there are justifiable reasons for failure to do so, and the opinion shall be noted in the minutes of the board of directors meeting. In any of the following circumstances, decisions made by the board of directors shall be noted in the meeting minutes, and in addition, publicly announced and filed on the MOPS two hours before the beginning of trading hours on the first business day after the date of the board meeting:
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An independent director has a dissenting or qualified opinion which is stated in a written statement.
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The matter was not approved by the Audit Committee, but had the consent of more than two-thirds of all directors.
During a board meeting, managers from relevant departments who are not directors may,
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in view of the meeting agenda, sit in at the meetings, make reports on the current business conditions of the company and respond to inquiries raised by the directors. Where necessary, a CPA, legal counsel, or other professional may be invited to sit in at the meetings to assist the directors in understanding the conditions of the company for the purpose of adopting an appropriate resolution, provided that they shall leave the meeting when deliberation or voting takes place.
Article 34 (Board meeting minutes)
Staff personnel of the Company attending board meetings shall collect and correctly record the meeting minutes in detail, as well as a summary, the method of resolution, and voting results of all the proposals submitted to the board meeting in accordance with relevant regulations.
The minutes of the board of directors meetings shall be signed by the chairperson and secretary of the meeting and sent to each director within 20 days after the meeting. The director attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the life of the Company.
Meeting minutes may be produced, distributed, and preserved by electronic means.
The Company shall record on audio or video tape the entire proceedings of a board of directors meeting and preserve the recordings for at least 5 years, in electronic form or otherwise.
If before the end of the preservation period referred to in the preceding paragraph a lawsuit arises with respect to a resolution of a board of directors meeting, the relevant audio or video recordings shall be preserved for a further period, in which case the preceding paragraph does not apply.
Where a board of directors meeting is held via teleconference or video conference, the audio or video recordings of the meeting form a part of the meeting minutes and shall be preserved permanently.
When a resolution of the board of directors violates laws, regulations, the articles of incorporation, or resolutions adopted in the shareholders meeting, and thus causes an injury to the Company, dissenting directors whose dissent can be proven by minutes or written statements will not be liable for damages.
Article 35 (Issues subject to discussion in board meetings)
The Company shall submit the following matters to its board of directors for discussion:
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Corporate business plans.
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Annual financial reports which are signed or sealed by the chairperson, managerial officer, and accounting officer.
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Adoption or amendment to an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and evaluation of effectiveness of an internal control system.
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Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
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The offering, issuance, or private placement of equity-type securities.
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The performance assessment and the standard of remuneration of the managerial
officers.
- The structure and system of director's remuneration.
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The appointment or discharge of a financial, accounting, or internal audit officer.
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A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.
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Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be approved by resolution at a meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority.
Except for matters that must be submitted to the board of directors for discussion under the preceding paragraph, when the board of directors is in recess, it may delegate the exercise of its power to others in accordance with law, regulations, or its articles of incorporation.
However, the level of delegation or the content or matters to be delegated shall be clearly specified, and general authorization is not permitted.
Article 36 (Asking appropriate departments or personnel to execute board resolutions)
The Company shall ask the appropriate corporate department or personnel to execute matters pursuant to board of directors' resolutions in a manner consistent with the planned schedule and objectives. It shall also follow up on those matters and faithfully review their implementation.
The board of directors shall remain informed of the progress of implementation and receive reports in subsequent meetings to ensure the actual implementation of the board's management decisions.
Section 5 Fiduciary Duty, Duty of Care and Responsibility of Directors
Article 37 (Board members to conduct duties faithfully and fulfill the obligations of a prudent director)
Members of the board of directors shall faithfully conduct corporate affairs and perform the duty of care of a good administrator. In conducting the affairs of the Company, they shall exercise their powers with a high level of self-discipline and prudence. Unless matters are otherwise reserved by law for approval in shareholders meetings or in the articles of incorporation, they shall ensure that all matters are handled according to the resolutions of board of directors.
The Company formulates rules and procedures for board of directors performance assessments. Each year, in respect of the board of directors and individual directors, it shall conduct regularly scheduled performance assessments through self-assessments or peer-to-peer assessments, and may also do so through outside professional institutions or in any other appropriate manner. A performance assessment of the board of directors shall include the following aspects, and appropriate assessment indicators shall be developed in consideration of the company's needs:
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The degree of participation in the company's operations.
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Improvement in the quality of decision making by the board of directors.
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The composition and structure of the board of directors.
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The election of the directors and their continuing professional education. 5. Internal controls.
The performance assessments of board members (self-assessments or peer-to-peer assessments) shall include the following aspects, with appropriate adjustments made on the basis of the company's needs:
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Their grasp of the company's goals and missions.
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Their recognition of director's duties.
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Their degree of participation in the company's operations.
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Their management of internal relationships and communication.
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Their professionalism and continuing professional education.
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Internal controls.
The company conduct performance assessments of a functional committee, covering the following aspects, with appropriate adjustments made on the basis of the company's needs:
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Their degree of participation in the company's operations.
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Their recognition of the duties of the functional committee.
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Improvement in the quality of decision making by the functional committee.
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The composition of the functional committee, and election and appointment of committee members.
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Internal control.
The company submit the results of performance assessments to the board of directors and use them as reference in determining compensation for individual directors, their nomination and additional office term.
Article 38 (Succession plan for the management)
It is advisable for the Company to establish a succession plan for the management. The development and implementation of such plan shall be periodically evaluated by the board of directors to ensure sustainable operation.
Article 38-1 (Establishment of an intellectual property regulatory system)
The board of directors is advised to evaluate and monitor the following aspects of the company’s direction of operation and performance in connection with intellectual properties, to ensure the company develops an intellectual property regulatory system in accordance with the Plan-Do-Check-Act cycle:
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Formulate intellectual property regulatory policies, objectives and systems that are slightly associated with the operational strategies.
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Develop, implement and maintain on the basis of scale and form its regulatory systems governing the procurement, protection, maintenance and utilization of intellectual properties.
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Identify and provide the necessary resources sufficient to ensure effective implementation and maintenance of the intellectual property regulatory system.
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Observe internally and externally the risks and opportunities that intellectual property regulation may present and adopt corresponding measures.
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Plan for and implement a continuous improvement mechanism to ensure the operation and effects of the intellectual property regulatory regime meet the company’s expectations.
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Article 39 (Shareholders or independent directors requesting the board to discontinue implementation of resolutions)
If a resolution of the board of directors violates law, regulations or the Company's articles of incorporation, then at the request of shareholders holding shares continuously for a year or an independent director to discontinue the implementation of the resolution, members of the board shall take appropriate measures or discontinue the implementation of such resolution as soon as possible.
Upon discovering a likelihood that the Company would suffer material injury, members of the board of directors shall immediately report to the Audit Committee or an independent director member of the Audit Committee in accordance with the foregoing paragraph.
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Article 40 (Director liability insurance)
If required by the articles of incorporation or a shareholders meeting resolution, the Company shall take out directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of occupancy so as to reduce and spread the risk of material harm to the Company and shareholders arising from the wrongdoings or negligence of a director.
The Company shall report the insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out or renewed for directors, at the next board meeting.
Article 41 (Board member participation in training courses)
Members of the board of directors are advised to participate in training courses on finance, risk management, business, commerce, accounting, law or corporate social responsibility offered by institutions designated in the Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies, which cover subjects relating to corporate governance upon becoming directors and throughout their terms of occupancy. They shall also ensure that company employees at all levels will enhance their professionalism and knowledge of the law.
Chapter 4 Respecting Stakeholders' Rights
Article 42 (Maintaining communication with stakeholders and safeguard their rights and interests)
The Company shall maintain channels of communication with its banks, other creditors, employees, consumers, suppliers, community, or other stakeholders of the Company, respect and safeguard their legal rights and interests, and designate a stakeholders section on its website.
When the Company is involved in an MBO, it shall pay attention to the soundness of the Company's financial structure thereafter.
When any of a stakeholder's legal rights or interests is harmed, the Company shall handle the matter in a proper manner and in good faith.
Article 43 (Providing sufficient information to banks and other creditors)
The Company shall provide sufficient information to banks and its other creditors to facilitate their evaluation of the operational and financial conditions of the company and its decision-making process. When any of their legal rights or interest is harmed, the Company shall respond with a responsible attitude and assist creditors in obtaining compensation through proper means.
Article 44 (Establishing employee communications channels)
The Company shall establish channels of communication with employees and encourage employees to communicate directly with the management or directors so as to reflect employees' opinions about the management, financial conditions, and material decisions of the Company concerning employee welfare.
Article 45 (Corporate social responsibility)
In developing its normal business and maximizing the shareholders' interest, the Company shall pay attention to consumers' interests, environmental protection of the community, and public interest issues, and shall give serious regard to the Company's corporate social responsibility.
Chapter 5 Improving Information Transparency
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Section 1 Enhancing Information Disclosure
Article 46 (Disclosure and Internet-based reporting system)
Disclosure of information is a major responsibility of the Company. The Company shall perform its obligations faithfully in accordance with the relevant laws and the related TWSE rules.
The Company shall establish an Internet-based reporting system for public information, appoint personnel responsible for gathering and disclosing the information, and establish a spokesperson system so as to ensure the proper and timely disclosure of information about policies that might affect the decisions of shareholders and stakeholders.
Article 47 (Establishing a spokesperson system)
In order to enhance the accuracy and timeliness of the material information disclosed, the Company shall appoint a spokesperson and acting spokesperson(s) who understand thoroughly the Company's financial and business conditions and who are capable of coordinating among departments for gathering relevant information and representing the Company in making statements independently.
The Company shall appoint acting spokesperson(s) who shall represent the Company, when the spokesperson cannot perform his/her duties, in making statements independently.
To ensure effective use of the spokesperson system, the Company shall establish a clearly defined standard disclosure procedure and require that management and employees comply with duties of confidentiality regarding financial data and not make any unauthorized external disclosure of information.
The Company shall disclose the relevant information immediately whenever there is any change to the position of a spokesperson or acting spokesperson.
Article 48 (Building a corporate governance website)
In order to keep shareholders and stakeholders fully informed, the Company shall utilize the convenience of the Internet and set up a website containing the information regarding the Company's finances, operations, and corporate governance.
To avoid misleading information, the aforesaid website shall be maintained by specified personnel, and the recorded information shall be accurate, detailed and updated on a timely basis.
Article 49 (Forms of investor seminars)
The Company shall hold an investor seminars in compliance with the regulations of the TWSE, and shall keep an audio or video record of the meeting.
The financial and business information disclosed in the investor seminar shall be disclosed on the designated online reporting system and provided for inquiry through the website established by the company, or through other channels as appropriate.
Section 2 Disclosure of Information on Corporate Governance
Article 50 (Disclosure of information on corporate governance)
The Company shall dedicate a space on its website to disclose and update from time to time the following information regarding corporate governance:
- Board of directors: such as resumes and authorities and responsibilities of board
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members, board member diversification policy and the implementation thereof.
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Functional committees: such as resumes and authorities and responsibilities of members of each functional committee.
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Corporate governance bylaws: such as articles of incorporation, procedure of board of directors meetings, charter of each functional committee, and other relevant corporate governance bylaws.
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Important corporate governance information: such as information of establishment of corporate governance executive officers.
Chapter 6 Supplementary Provisions
Article 51 (Monitoring domestic and international developments)
The Company shall at all times monitor domestic and international developments in corporate governance as a basis for review and improvement of the Company's own corporate governance mechanisms, so as to enhance their effectiveness.
Article 52 (Enforcement)
These Principles shall take effect after the approval of the board of directors. The same applies to all subsequent amendments.
These Best Practice Principles are established on November 12, 2015.
First amendment of these Best Practice Principles passed on July 14, 2017. Second amendment of these Best Practice Principles passed on April 26, 2019. Third amendment of these Best Practice Principles passed on October 30, 2020. Fourth amendment of these Best Practice Principles passed on February 25, 2021. Fifth amendment of these Best Practice Principles passed on October 28, 2022. Sixth amendment of these Best Practice Principles passed on October 30, 2023.
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Attachment 9 LITEON Technology Corporation Earnings Distribution Table Year 2023
Amount (NT$) Unallocated earnings, beginning of this year $14,548,658,414 Net profit of this year $ 14,570,615,940 Add: adjustments on re-measurement on define 31,662,400 benefit plans recognized in retained earnings Less: adjustments on equity method investments (105,468,582) Add: cumulative profit on investments in equity 67,361,869 instruments designated as at fair value through other comprehensive income (FVTOCI) transferred directly to retained earnings due to disposal Add: adjustments on employee restricted stock 1,206,400 Unappropriated earnings taken into consideration 14,565,378,023 profit before income tax and items other than profit before income tax. Less: 10% legal reserve (1,456,537,802) Add: Reverse of special reserve (701,297,536) Distributable earnings 26,956,201,099 Distribution: (1) Second Quarter Cash dividends: (NT$2.0/per share) (4,656,704,464) (2) Fourth Quarter Cash dividends: (NT$2.5/per share) (5,782,824,908) Unallocated earnings, end of year $16,516,671,727
(2) Fourth Quarter Cash dividends: (NT$2.5/per share) Unallocated earnings, end of year
note:
The distribution principle of the company's earnings for the fiscal year 2023 is to allocate the earnings of the fiscal year 2023 first.
Chairman President Accounting Manager
Explanation: The board of directors resolved to distribute a cash dividend of NT$2.5 per share for the fourth quarter. Additionally, the board authorized the chairman to adjust the cash dividend per share to NT$2.50604928 based on the actual number of outstanding common shares on the dividend distribution record date.
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Attachment 10
LITEON Technology Corporation
Comparison Table of Amendments to the Rules and Procedures of Shareholders’ Meeting
Contents after Amendment Contents before Amendment Explanation 3 : 3 : Duly amended in accordance Paragraph 1 omitted. Paragraph 1 omitted. with Article 3 Unless otherwise provided in of the law Regulations Governing the Administration of Shareholder “Sample Template for Services of Public Companies, a company that will convene a XXX Co., Ltd. ' Rules of shareholders meeting with video Procedure for conferencing shall expressly provide Shareholders for such meetings in its Articles of Meetings”. Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors. Omitted.
6-1 :
: 6-1 : To convene a virtual shareholders To convene a virtual shareholders meeting, this Corporation shall meeting, this Corporation shall include the follow particulars in the include the follow particulars in the shareholders meeting notice: shareholders meeting notice: 、 、 (Paragraph 1 2 omitted.) (Paragraph 1 2 omitted.) 3.To convene a virtual-only 3.To convene a virtual-only shareholders meeting, appropriate shareholders meeting, appropriate alternative measures available to alternative measures available to shareholders with difficulties in shareholders with difficulties in attending a virtual shareholders attending a virtual shareholders meeting online shall be specified. meeting online shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6, of Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.
Duly amended in accordance with Article 6-1 of the law “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings”.
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| Contents after Amendment | Contents before Amendment | Explanation | |
|---|---|---|---|
| 22: | When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6, of Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention. |
22: When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. |
Duly amended in accordance with Article 22 of the law “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings”. |
24:The Measures were established on March 13, 1989. The 1st Amendment was made on May 19, 1998. The 2nd Amendment was made on May 21, 2002. The 3rd Amendment was made on June 19, 2013. The 4th Amendment was made on June 24, 2015. The 5th Amendment was made on June 15, 2020. The 6th Amendment was made on August 26, 2021. The 7th Amendment was made on May 20, 2022. The 8th Amendment was made on May 27, 2024. |
24:The Measures were established on March 13, 1989. The 1st Amendment was made on May 19, 1998. The 2nd Amendment was made on May 21, 2002. The 3rd Amendment was made on June 19, 2013. The 4th Amendment was made on June 24, 2015. The 5th Amendment was made on June 15, 2020. The 6th Amendment was made on August 26, 2021. The 7th Amendment was made on May 20, 2022. |
Addition of date of amendment |
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LITEON Technology Corporation Appendix 1 Rules and Procedures of Shareholders’ Meeting (Before amendment)
- To establish a strong governance system and sound supervisory capabilities for this Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
2.
3.
The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting.
This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and this Corporation’s professional shareholder services agent designated thereby.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
-
For physical shareholders meetings, to be distributed on-site at the meeting.
-
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
-
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. The reasons for convening shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, capital reduction, application
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for cessation of public offering, release of directors from non-competition restrictions , capital increase from earnings, capital increase from surplus, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, any matter under Article 26-1 and Article 43-6 of the Securities and Exchange Act, or any matter under Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out in the notice of the reasons for convening the shareholders meeting and explain its main content. None of the above matters may be raised by an extraordinary motion. If the reasons for convening the general meeting of shareholders have specified that the Company will wholly re-elect directors and the date of appointment. When the re-election of the directors is completed in the aforementioned shareholders’ meeting, the appointment date shall not be changed at the same meeting by raising a provisional motion or any other methods.
A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company for discussion at a regular shareholders meeting, more than one proposal will not be included in the proposals for discussion. If the proposal proposed by the shareholder is under the circumstances in paragraph 4 of Article 172-1 of the Company Law, the board of directors can exclude the proposal for discussion. Directors may raise a proposal to urge this Corporation to promote public interest or fulfill social responsibilities, the procedure of which shall be conducted in accordance with relevant regulations of Article 172-1 under the Company Act stipulating that directors may only raise one proposal; proposals beyond the first one will not be included in the proposals for discussion.
The company should notify the shareholders the acceptance of shareholders’ proposals, acceptance methods (written or electronic), acceptance premises, and acceptance period before the shareholders’ book closing date of the regular shareholders’ meeting; The period of acceptance shall not be less than ten days.
Proposals proposed by shareholders are limited to three hundred words, and those exceeding three hundred words shall not be included in the proposal; the shareholders of the proposal shall personally or entrust others to attend the general meeting of shareholders and participate in the discussion of the proposal.
The company should notify the shareholders for the processing results before the notice date of the shareholders’ meeting, and list the proposals that are conformity with the rules in the meeting notice. For the shareholders’ proposals that are not included in the proposal, the board of directors shall explain the reasons for the non-listing at the shareholders’ meeting.
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation
22
notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
5.
The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
6.
This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The aforementioned time for signing in shall be at least 30 minutes before the shareholder meeting starts. There shall be signs to direct shareholders to proceed to the venue for signing in and personnel who are suitable in charge. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
6-1.
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
-
How shareholders attend the virtual meeting and exercise their rights.
-
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed
23
due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
- A.To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
- B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
- C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
- D.Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
-
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
-
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 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 board of directors to act as chair. Where the chairperson does not make such a designation, the board or the directors shall select from among themselves one person to serve as chair.
The board of director who serve as chair shall be in his post for more than six months and familiar with the Company’s financials and operations. The same applies to the director who serve as chair and who represents a corporation.
It is advisable that shareholders meetings convened by the board of directors be chaired by the Chairman and be attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to
24
attend a shareholders meeting in a non-voting capacity.
8.
This Corporation shall record the proceedings of a shareholders meeting in their entirety in audio or video and retain the recording for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
9.
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by attendance sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and also announce information regarding the number of shares without voting rights and the number of shares attending. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
10.
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Relevant motions should be voted by poll. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
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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.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote and arrange adequate voting time.
11.
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
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.
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.
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.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no
26
voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
13.
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholders meeting, it may allow the shareholders to adopt electronic means and may exercise its voting rights in writing. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the
27
shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting shall be conducted in public at the place of the shareholders meeting, and voting results shall be reported on-site immediately and recorded in writing.
When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
14.
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately including the names of those elected as directors and their number of votes cast, and those unelected and their number of votes cast.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
15.
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be produced and distributed electronically. The distribution of the proceedings in the preceding paragraph allows the company
28
to enter the announcement to the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and voting results (Including statistical weights), the number of votes for each candidate should be disclosed when electing directors and shall be retained for the duration of the existence of this Corporation.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
16.
On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies, and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
17.
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
When a meeting is in progress, the chair may announce a break based on time considerations. If a force
29
majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
19.
20.
21.
In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those
30
represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
22.
When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings. The Measures were established on March 13, 1989.
The 1st Amendment was made on May 19, 1998. The 2nd Amendment was made on May 21, 2002. The 3rd Amendment was made on June 19, 2013. The 4th Amendment was made on June 24, 2015. The 5th Amendment was made on June 15, 2020. The 6th Amendment was made on August 26, 2021. The 7th Amendment was made on May 20, 2022.
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Appendix 2
LITEON Technology Corporation Articles of Incorporation
Chapter One General Provisions
Article I The Company is duly incorporated in accordance with provisions governing limited companies under the Company Law in the full name of Lite-On Technology Corporation (Hereinafter referred to as the “Company”).
Article II
The Company shall engage in the following business:
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C804020 Manufacture of industry-oriented rubber products.
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C805050 Manufacture of industry-oriented plastic products.
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CB01010 Manufacture of machinery & equipment
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CB01020 Business machinery manufacture.
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CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
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CC01030 Manufacture of electrical appliance and audio and visual electronic products.
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CC01040 Lighting Facilities Manufacturing
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CC01060 Manufacture of wire communications machinery & equipment.
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CC01070 Manufacture of wireless communications machinery & equipment.
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CC01080 Manufacture of electronic parts & components.
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CC01090 Batteries Manufacturing
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CC01100 Manufacture of telecommunications controlled frequency RF equipment manufacture.
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13.CC01110 Computers and Computing Peripheral Equipments Manufacturing
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CC01120 Data storage media manufacture and duplication.
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CC01990 Electrical Machinery, Supplies Manufacturing
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16.CD01030 Manufacture of automobile and automobile parts & components.
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CD01040 Motor Vehicles and Parts Manufacturing
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CE01010 Precision Instruments Manufacturing
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CE01030 Manufacture of Optical instrument.
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CF01011 Medical Materials and Equipment Manufacturing
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CH01040 Manufacture of toy.
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CQ01010 Manufacture of mold.
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E601010 Electric Appliance Construction
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E603090 Illumination Equipments Construction
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E801010 Interior decoration services
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F106030 Mold wholesale.
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F108031 Wholesale of Drugs, Medical Goods
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28.F109070 Cultural, educational, music and recreational article & instrument wholesale.
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F111090 Building material wholesale
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F113010 Machinery wholesale.
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F113020 Electrical appliance wholesale.
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F113030 Precise instrument wholesale.
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F113050 Computer & business machinery & equipment wholesale.
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F113070 Telecommunication equipment wholesale.
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F113110 Wholesale of Batteries
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F114010 Wholesale of Automobiles
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F114020 Wholesale of Motorcycles
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F114030 Automobile, motorcycle parts & accessories wholesale.
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F118010 Information software wholesale.
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F119010 Electronic material wholesale.
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F206030 Mold retail.
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42.F209060 Cultural, educational, music and recreational article & instrument retail.
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F211010 Building material retail.
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F213010 Electric appliance retail.
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F213030 Computer & business machinery & equipment retail.
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F213040 Precise instrument retail.
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F213060 Telecommunication equipment retail.
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F213080 Machinery & appliance retail.
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F213110 Retail Sale of Batteries
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F214010 Retail Sale of Automobiles
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F214020 Retail Sale of Motorcycles
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F214030 Automobile, motorcycle parts & accessories retail.
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F218010 Information software retail.
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F219010 Electronic material retail.
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F401010 International trade.
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G801010 Warehousing services.
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H701010 Housing and building development, lease and sales.
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I102010 Investment consultancy.
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I103060 Management consultancy.
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I301010 Information software services.
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I301020 Data Processing Services
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I501010 Product design business
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I503010 Landscaping, interior design business.
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IC01010 Pharmaceuticals Examining Services
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IG03010 Energy Technical Services
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ZZ99999 The Company may, other than those businesses subject to special permission
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(franchise), engage in all businesses except those banned or restricted by laws.
Article III
The Company is headquartered in Taipei City and may have branches set elsewhere at home and abroad as resolved by the Board of Directors.
The Company may invest outward with the total amount of investment free of restrictions as set forth in Article 13 of the Company Law.
The Company may act as a guarantor when required for business operations and follow Operational
Procedures for Endorsements/Guarantees of the Company.
Chapter Two Shares
Article IV
The total capital of the Company amounts to Thirty-Five Billion New Taiwan Dollars, divided into
3.5 billion shares at Ten New Taiwan Dollars par value each. The Board of Directors is authorized
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with full powers to issue shares in partial installments. Preferred shares may be issued within the total capital. Of the total number of shares aforementioned, one hundred million shares are reserved to be issued as stock options, preferred shares with stock options or corporate bonds with stock options ready for exercise of options.
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Article IV-1 The Company may issue employee stock options at an issuing price lower than the closing price of the Company’s common shares on the date of issuance only upon the decision resolved by two thirds of present shareholders who represent a majority of the total issued shares in the shareholders’ meeting.
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When the Company intends to transfer shares to employees at a price lower than the average of actual repurchase prices, such transfer shall be duly posed at the latest shareholders’ meeting to be resolved by two thirds of votes in the shareholders’ meeting where present shareholders represent a majority of the total issued shares.
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Article V For the shares issued by the Company, the Company may be exempted from printing share certificates but shall have the shares so issued duly registered with the centralized securities depository enterprise and follow the regulations of that enterprise.
Article VI Unless otherwise prescribed in laws, the Company shall manage share transfer, pledge of rights, register for loss, succession, gift, change in address, report-for-loss and replacement of registered specimen seals exactly in accordance with the “Regulations Governing Equity Affairs of Public Companies”.
- Article VII No transfer of shares shall be handled within sixty days prior to the regular shareholders’ meeting, or within thirty days prior to a special meeting of shareholders, or within five days prior to the record (base) date scheduled to distribute dividends, bonuses or other benefits.
Chapter Three Shareholders’ meeting
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Article VIII The shareholders' meeting hereof is in two categories: regular meetings and special meetings. The former is convened once a year within six months from the closing of each fiscal year and the latter may be duly called whenever necessary.
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Article IX A shareholder who is unavailable to attend the shareholders' meeting may duly present a power of attorney with the form provided by the Company, bearing the scope of the authorized powers to authorize a proxy to attend on-behalf. The power of attorney shall be duly used in accordance with applicable laws and ordinances and the rules promulgated by the competent authority.
Article X The shareholders’ meeting convened by the Board of Directors shall be chaired by the chairman. During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Law. In the event that the shareholders’ meeting is convened by a person beyond the Board of Directors, the shareholders’ meeting shall be chaired by that convener. In case of two or more conveners, one of them shall be elected to chair the meeting. Article XI The Company’s shareholders are entitled to one voting right per share, provided that shareholders have no voting right for shares held under Article 179 of the Company Law.
Article XII Unless otherwise provided for in applicable laws and regulations, decisions in the shareholders'
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meeting shall be resolved by a majority of votes in the meeting where present shareholders represent a majority of the total issued shares.
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Article ⅩⅡ-1 The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
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In case a shareholders’ meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
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Article XIII Minutes of the shareholders' meeting shall be duly recorded to cover the decisions resolved, to be duly signed or affixed by the chairperson and delivered to all shareholders within twenty days after the meeting and be distributed to all shareholders of the company in accordance with Company Law. The minutes shall include the month, date, year, location, the chairperson’s name, method to resolve a decision, the highlights of discussion and results thereof. The minutes of the shareholders’ meeting shall be archived in the Company along with the shareholders’ sign-in book and powers of attorney presented by proxies according to law.
Chapter Four Directors and Board of Directors
Article XIV The Company has seven to eleven directors, elected in the shareholders’ meeting from the candidate of disposing capacity, with a three-year tenure of office and eligible for reelection. Directors shall be duly elected in accordance with Regulations Governing Election of Directors of the Company.
The aforementioned number of directors shall include a minimum of three independent directors (including a minimum of one independent director in the expertise of accounting or finance), and the number of independent directors shall not be less than the minimum of one-fifth of the total number of director seats. Board of Directors (including independent directors) are elected in a candidate nomination system set forth in Article 192-1 of the Company Act. The shareholders’ meeting shall elect the right independent directors out of the list of candidates. Matters regarding independent directors’ professional qualification requirements, shareholding, restriction on concurrent post, recognition of independence, methods of nomination and election, and other matters to be complied with shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs.
The Company duly establishes the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Law which shall be duly organized by independent directors in full. The total number of the Company’s shares held by all directors shall not be less than the percentage promulgated by the competent authority.
Article XV
Article XVI
The Board of Directors is duly organized by directors. By attendance of two thirds of directors and a majority of votes of attending directors, one chairman shall be duly elected. In the same manner, one vice chairman shall be elected as necessary. The chairman shall chair the shareholders’ meeting and Board of Directors meeting internally and represent the Company externally and preside over all the Company’s business affairs, as assisted by the Vice Chairman.
Where the seats of directors are vacated by one-third, a shareholders’ meeting shall be duly held to
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elect ones supplementarily to serve the tenure of office remaining by the predecessors.
Article XVII The Board of Directors shall convene the meeting on a quarterly basis and may convene an extraordinary meeting whenever the chairman considers it necessary or on the requisition of two or more directors. Board of Directors meetings shall be convened and chaired by the chairman in all cases. During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Law. Notices for convening meetings may be made in writing or by e-mail or fax. An extraordinary meeting may be convened at any time in case of an emergency. The Board of Director meetings may be conducted by video conference. Directors who participate in the meeting through video conference are deemed to have attended in person.
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Article XVIII Unless otherwise provided for in the Company Law, decisions in the Board of Directors meeting shall be resolved by a majority of votes in the meeting where attending directors represent a majority of the total number of directors. A director who is unavailable to attend the board of directors meeting may be represented by another director per Article 205 of the Company Law.
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Article XIX Minutes of a board of directors meeting shall be duly recorded, to be duly signed and affixed seal by the chairperson and delivered to all directors within twenty days after the meeting. The minutes shall include the highlights of discussion and results thereof. The minutes of the board of directors meeting shall be archived in the Company along with the directors’ sign-in book and powers of attorney presented by proxies according to law.
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Article XX Organization, authority of office, rules and procedures of meetings and other matters to be complied with of the Company’s Audit Committee shall be in conformity with the requirements of the competent authority.
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Article XX-1 This Corporation may establish other functional committees under the board of directors. The number, terms of office, and powers of committee members shall be specified in the organizational bylaws of each functional committee and be executed at the Board’s discretion.
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Article XX-2 Remuneration to directors shall be duly determined by the Board of Directors with reference to the level of their participation in the business operation and values of their contribution as well as the level prevalent in fellow firms at home and abroad.
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Article XX-3 The Company may purchase liability insurance for directors for the term of their office to insure them for potential risk in exercise of their duties.
Chapter Five Managers and staff members
- Article XXI The Company may, as resolved in the Board of Directors, have a certain number of manages all of whom shall be duly appointed, discharged and paid in accordance with Article 29 of the Company Law.
Chapter Six Accounting
Article XXII Upon closing of each fiscal year, the Board of Directors shall prepare the following documents and submit such documents to the shareholders' meeting for adoption. In case of other requirements set
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forth in the Securities and Exchange Law or other laws and ordinances concerned, such Securities and Exchange Law and other laws and ordinances concerned shall govern. 1. Business report; 2. Financial Statements; and 3. Proposals of profit appropriation or loss coverage.
Article XXIII The Company shall allocate the following compensation from the profit of each fiscal year (The “profit” means “profit before income tax and employees’ and directors’ compensation"), however, the Company shall have reserved a sufficient amount from such profit to offset its accumulated losses (including unappropriated earnings adjustment if any):
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1.Employees’ compensation:no less than 1%
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2.Directors’ compensation:no more than 1.5%
The employees’ compensation under the preceding paragraph will be distributed by shares or cash. The employees of parents or subsidiaries of the Company meeting certain specific requirements may also be entitled to such compensation. The Board of Directors is authorized with full powers to determine the terms and methods of appropriation and the Directors’ compensation may only be distributed by cash.
The Company shall, upon a resolution of the Board of Directors, distribute employees' and director’s compensation in the preceding two paragraphs, and report to the shareholders’ meeting for such distribution. While the Company distributes surplus earnings at the close of each quarter in accordance with the Article 24 paragraph 5, the Company shall estimate and reserve the employees’ compensation and directors’ compensation according to the preceding paragraph. If the Company has accumulated losses, the Company shall estimate and reserve the accumulated losses to be made up first before estimating and reserving the employees’ compensation and directors’ compensation. Qualification requirement of employees in the preceding second paragraph shall comply with the provisions otherwise prescribed by the competent authority in charge of securities affairs.
- Article XXIV If there is net profit after tax upon the final settlement of account of each fiscal year, the Company shall first to offset any previous accumulated losses (including unappropriated earnings adjustment if any) and set aside a legal reserve at 10% of the net profits, unless the accumulated legal reserve is equal to the total capital of the Company; then set aside special reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. The remaining net profit, plus the beginning unappropriated earnings (including adjustment of unappropriated earnings if any), shall be distributed into dividends to shareholders according to the distribution plan proposed by the Board of Directors and submitted to the shareholders’ meeting for approval.
Where the Company distributes preceding surplus earning, legal reserve and capital reserve in the form of cash, such distribution is authorized to be made after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting; if such distribution is in the form of new shares to be issued, it shall be approved by shareholders meetings according to the regulations.
In consideration of business development plan, investing environment, demand for funds, global competitiveness and the shareholders’ interest, the Dividend Policy of the Company is the distribution to shareholders with the appropriation of the amount which shall be no less than 70% of the balance amount after income tax, contribution of legal reserve and contribution or reversal of special earnings reserve as required by laws, under the circumstance that there is no cumulated loss in prior years. The distribution may be executed in cash dividend and/or share dividend, and the cash dividend shall be no less than 90% of the total distributed dividends.
The dividend distribution ratio in the preceding paragraph could be adjusted taking into consideration finance, business and operations, etc..
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In case there are no earnings for distribution in a certain year, or the earnings of a certain year are significantly less than the earnings actually distributed by the Company in the previous year, or considering the financial, business or operational factors of the Company, the Company may allocate a portion or all of its reserves for distribution in accordance with relevant laws or regulations or the orders of the authorities in charge.
The Company may distribute the surplus earnings or off-set losses at the close of each quarter in accordance with the Company Act. While distributing surplus earning, the Company shall estimate and reserve the taxes and duties to be paid, the losses to be covered, the legal reserve to be set aside, and the special surplus reserve to be raised or revolved. Where such legal reserve amounts reach to the total paid-in capital, this provision shall not apply. If the Company distribute surplus earning in the form of cash, it shall be approved by a meeting of the board of directors; if such surplus earning is distributed in the form of new shares to be issued, it shall be approved by shareholders meetings according to the regulations.
| Article XXIV-1 Qualification requirements of employees entitled to receive treasury shares, share | Article XXIV-1 Qualification requirements of employees entitled to receive treasury shares, share |
|---|---|
| subscription warrant, new shares and restricted stock issued by the Company may include | |
| the employees of parents or subsidiaries of the Company meeting certain specific | |
| requirements. | |
| Chapter Seven | Bylaws |
| Article XXV | The Company’s organizational regulations and operational rules shall be separately enacted by the |
| Board of Directors. | |
| Article XXVI | (Delete) |
| Article XXVII | Any matters insufficiently provided for in the Articles of Incorporation shall be subject to the |
| Company Law and other applicable laws and ordinances. | |
| Article XXVIII | The Articles of Incorporation and amendment hereof, if any, shall come into enforcement after |
| being resolved in the shareholders’ meeting, submitted to and approved by the competent | |
| authority. | |
| Article XXIX | The Articles were duly stipulated on March 13, 1989. |
| The Articles were duly amended on March 20, 1990 as the 1st amendment. | |
| The Articles were duly amended on May 11, 1991 as the 2nd amendment. | |
| The Articles were duly amended on May 20, 1992 as the 3rd amendment. | |
| The Articles were duly amended on June 27, 1992 as the 4th amendment. | |
| The Articles were duly amended on June 21, 1993 as the 5th amendment. | |
| The Articles were duly amended on December 18, 1993 as the 6th amendment. | |
| The Articles were duly amended on May 30, 1995 as the 7th amendment. | |
| The Articles were duly amended on April 2, 1996 as the 8th amendment. | |
| The Articles were duly amended on May 6, 1997 as the 9th amendment. | |
| The Articles were duly amended on May 19, 1998 as the 10th amendment. | |
| The Articles were duly amended on June 21, 1999 as the 11th amendment. | |
| The Articles were duly amended on May 31, 2000 as the 12th amendment. | |
| The Articles were duly amended on April 19, 2001 as the 13th amendment. | |
| The Articles were duly amended on May 21, 2002 as the 14th amendment. | |
| The Articles were duly amended on August 5, 2002 as the 15th amendment. | |
| The Articles were duly amended on May 13, 2003 as the 16th amendment. |
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The Articles were duly amended on June 15, 2004 as the 17th amendment. The Articles were duly amended on June 14, 2005 as the 18th amendment. The Articles were duly amended on June 21, 2006 as the 19th amendment. The Articles were duly amended on June 21, 2007 as the 20th amendment. The Articles were duly amended on June 25, 2008 as the 21st amendment. The Articles were duly amended on June 15, 2010 as the 22nd amendment. The Articles were duly amended on June 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment. The Articles were duly amended on June 19, 2014 as the 25th amendment. The Articles were duly amended on June 24, 2015 as the 26th amendment. The Articles were duly amended on June 22, 2017 as the 27th amendment The Articles were duly amended on June 22, 2018 as the 28th amendment The Articles were duly amended on June 21, 2019, as the 29th amendment The Articles were duly amended on August 26, 2021, as the 30th amendment. The Articles were duly amended on May 20, 2022, as the 31st amendment. The Articles were duly amended on May 17, 2023 as the 32nd amendment.
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Appendix 3
LITEON Technology Corporation
The individual and overall shareholding by directors and supervisors as entered in the Register (Roster) of Shareholders is as follows:
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I. In accordance with Article 26 of the Securities and Exchange Act, the Company’s directors shall at least hold a total of 56,475,119 shares. As of March 29, 2024, the entire directors of the Company held 142,443,246 shares.
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II. The Company has established an Audit Committee; the requirements for shareholding by supervisors are not applicable.
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III. Shares held by Independent Directors are not counted towards the shares held by all directors.
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IV. Shareholding facts by all Directors: The record (base) date is the date on which transfer is suspended, i.e., March 29, 2024.
| Position | Name | Date when elected |
Number of shares held when being elected |
Number of shares held on the date when transfer is suspended |
|---|---|---|---|---|
| Chairman | Tom Soong | 20220520 | 12120287 | 16052287 |
| .. | ,, | ,, | ||
| Director | Raymond Soong | 2022.05.20 | 79,302,560 | 79,302,560 |
| Director | Ta-Sung Investment Co., Ltd. Representative: Keh-Shew Lu |
2022.05.20 | 47,088,399 | 47,088,399 |
| Director | Ta-Sung Investment Co., Ltd. Representative: Anson Chiu |
2022.05.20 | 47,088,399 | 47,088,399 |
| Independent Director |
Albert Hsueh | 2022.05.20 | 0 | 0 |
| Independent Director |
Harvey Chang | 2022.05.20 | 0 | 0 |
| Independent Director |
Mike Yang | 2022.05.20 | 0 | 0 |
| Independent Director |
MK Lu | 2022.05.20 | 200,000 | 200,000 |
| The total of all directors (shares held by Independent Directors arenot counted) |
138,511,246 |
142,443,246 |
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