AI assistant
MHC — AGM Information 2016
Jul 7, 2016
52372_rns_2016-07-07_012583ad-ca94-4182-bda4-a3192ab0e3f3.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code: 3706
==> picture [135 x 107] intentionally omitted <==
MiTAC Holdings Corporation
2016 Annual Meeting of Shareholders Handbook
The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.
June 21, 2016
Table of Contents
Page No. Meeting Agenda……………………………………………………….… .................................... ……….1 Matters for Discussion (No. 1)………………………………………………… ............. ………………. 2 Matters to Report………………………………………… ............................................... ………….……3 Matters for Adoption……………………………………………… ................................... ……………....4 Matters for Discussion (No. 2) and (No. 3)…..…………………………………… ..... ………………… 6 Matters for Election………………………………………… ............................................ ………………8 Matters for Discussion (No. 4)………………………………………………… ........... …………………9 Questions and Motions……………………………………… .......................................... ………………11 Attachments Attachment 1: Comparison Table for Amendments of the Articles of Incorporation… ........................... 12 Attachment 2: 2015 Business Reports……… ........................................................................... ………...14 Attachment 3: 2015 Financial Statements………… .................................................. …………………..17 Attachment 4: Supervisor’s Review Reports…………………… .................................................. ……..25 Attachment 5: Status of Share Repurchase………… ............................................................. ……….….26 Attachment 6: Codes of Ethical Conduct…………… .................................... ……………………….…30 Attachment 7: Comparison Table for Amendments of the Operational Procedures for Loaning Funds to Others……… ......................................................................................................... ……...33 Attachment 8: Comparison Table for Amendments of the Procedures for Endorsement and Guarantee…………… ............................................................................................... …...34 Attachment 9: Comparison Table for Amendments of the Procedures for Acquisition or Disposal of Assets ................................................................................................................................ 35 Attachment 10: Comparison Table for Amendments of the Procedures for Derivatives Trading .... ……37 Attachment 11: List of the candidates of directors (including independent directors) and supervisors ... 39 Appendix (Omission)
MiTAC Holdings Corporation
2016 Annual Meeting of Shareholders
Agenda
Date/Time: June 21, 2016, 09:00 a.m.
Location: 101 meeting room, 1F., No.2, Zhanye 1st Rd., East Dist., Hsinchu City
-
Call the Meeting to Order
-
Chairman Remarks
-
Matters for Discussion
No. 1: Revision of the Articles of Incorporation
- Matters to Report
No. 1: 2015 Business Report
No. 2: Supervisor’s Review Reports
- No.3: Status reports of 2015 employees, directors, and supervisors compensation distribution
No. 4: Status reports of share repurchase
No. 5: Report on establishment of the Company’s Codes of Ethical Conduct
- Matters for Adoption
No. 1: Adoption of the 2015 Business Report and Financial Statements
No. 2: Adoption of the Proposal for Distribution of 2015 Profits
- Matters for Discussion
No. 2: Proposal for a new share issue through capitalization of earnings
No. 3: Proposal for amendments to the “Operational Procedures for Loaning Funds to Others”, “ Procedures for Endorsement and Guarantee”, “Procedures for Acquisition or Disposal of Assets” and “Procedures for Derivatives Trading”
- Matters for Election
No. 1: Election of Directors and Supervisors
- Matters for Discussion
No. 4: Release of Directors from Non-competition Restrictions
-
Questions and Motions
-
10.Adjournment
1
Matters for Discussion
No. 1 (Proposed by the Board of Directors)
Proposal: Revision of the Articles of Incorporation. Explanation:
-
a. According to paragraph 1, Article 235-1 of the Company Act, as amended on May 20, 2015, and No.10402413890 Interpretation Letter of the Ministry of Economic Affairs dated June 11, 2015, the compensation distribution of employees and directors and supervisors from the current year’s profit (i.e., earnings before tax, and before the compensations of employees, directors, and supervisors), in a fixed amount or percentage, should be specified in the Articles of Incorporation. However, if there is a corporate cumulative loss, the profit should be used to remedy the loss.
-
b. To comply with the applicable law and regulation and to facilitate the practical needs, it is proposed to revise the Articles of Incorporation. A comparison table of amended articles and current articles is provided in Attachment 1.
-
c. Approval is respectively requested.
Resolution:
2
Matters to Report
No. 1
Proposal: 2015 Business Report
Explanation: Please refer to Attachment 2, Handbook, 2016 Annual Meeting of Shareholders.
No. 2
Proposal: Supervisors’ Review Reports on various 2015 statements and related reports Explanation: Please refer to Attachment 4, Handbook, 2016 Annual Meeting of Shareholders.
No. 3
Proposal: Status reports of 2015 employees, directors, and supervisors compensation distribution
Explanation: According to Article 25 of the Articles of Incorporation, amended and approved by the board of directors on January 26, 2016, the board resolved that the amounts of the compensation distribution, in cash form, to the employees, and directors and supervisors are NTD1,766,631, and NTD2,100,000, respectively.
No. 4
Proposal: Status reports of share repurchase
Explanation: According to Article 28-2 of Securities Exchange Act, the Company is required to declare the progress of the share repurchase. Please refer to Attachment 5, Handbook, 2016 Annual Meeting of Shareholders.
No. 5
Proposal: Report on establishment of the Codes of Ethical Conduct
Explanation: To offer a guideline of ethical behaviors for the members of the board of directors, supervisors, and the management of the Company, and provide the interested parties with good understanding of the Company’s ethical standards, the board approved the Codes of Ethical Conduct on November 10, 2015. Please refer to Attachment 6, Handbook, 2016 Annual Meeting of Shareholders.
3
Matters for Adoption
No. 1 (Proposed by the Board of Directors)
Proposal: Adoption of the 2015 Business Report and Financial Statements Explanation:
-
a. 2015 Business Report and Financial Statements have been approved by the board of directors, and reviewed by the supervisors. For the related Business Report and Financial Statements, please refer to Attachment 2 and 3, Handbook, 2016 Annual Meeting of Shareholders.
-
b.Adoption is respectively requested.
Resolution:
No. 2 (Proposed by the Board of Directors) Proposal: Adoption of the Proposal for Distribution of 2015 Profits Explanation:
- a. 2015 earnings after taxed is NTD1,754,091,508. The Profits Distribution Table has been reviewed by the supervisors, and which is listed as follows (2015 earnings after tax has a distribution priority).
4
Profit Distribution Table
Year 2015
Unit: NTD
| Unit: NTD | |
|---|---|
| Item | Amount |
| (a) Beginning retained earnings Less: Other comprehensive (Less) income-actuarial gains and losses on defined benefit plans (b) Add: Profit for the year Less: Legal reserve Less: Special reserve |
112,094,266 (32,864,709) 1,754,091,508 (175,409,051) (13,573,781) |
| Distributable netprofit | 1,644,338,133 |
| (c) Distribution items： Cash Dividends to Shareholders ($1.6 per share) Stock Dividends to Shareholders($0.4per share) |
(1,231,737,505) (307,934,370) |
| Unappropriated retained earnings | 104,666,258 |
| Remark: The application of the special reserve is based on the regulation No.1010047490, Financial Supervisory Commission, when the share market value of the parent company held by the subsidiary is lower than its book value, the amount of the difference, proportional to its shareholding, has to be made upbythe special reserve and cannot be distributed. |
-
b.The allotment of shares in the above table is based on the number of shares qualified to the allotment, i.e., 769,835,941 shares. Should later the allotment schedule of shares or dividends need to be changed due to the exercises of the employee stock option, share repurchase, or treasury stocks for employee incentive program affecting the number of shares qualified to the allotment, the board of directors is so proposed to be authorized with full rights and authority to management of the consequence accordingly.
-
c.The calculation of the cash dividend is based on the proportion of shareholdings up to the round unit of a New Taiwan dollar. Any value less than one NTD will be rounded off. The sum of any such round-off will be recognized as the other income of the Company.
-
d.Adoption is respectively requested.
Resolution:
5
Matters for Discussion
No. 2 (Proposed by the Board of Directors) Proposal: Proposal for a new share issues through capitalization of earnings Explanation:
-
a.To enhance the capacity of the working capital, the board plans to appropriate NTD307,934,370 from the distributable earnings as the shareholder bonus by issuing 30,793,437 new shares. As of February 29, 2016, there are totally 769,835,941 shares qualified to participate in the new bonus share issuance, i.e., 40 new bonus shares per one thousand existing shares. However, the actual issuance ratio of new bonus shares should be based on the shareholding ratios on the record date.
-
b.For the purpose of this new bonus share issuance, to whom the bonus share distributed involving a fraction of a share, the shareholders themselves should make up the difference to come up a full share within five days after the record date of this capital increase through the Company’s share registrar agency. The alternative option of cash distribution (up to a full New Taiwan dollar) will be applied, should in any case the purchaser pass the deadline and the shares will be purchased in cash through a designated agent appointed by the chairman.
-
c.The rights and duties of this new bonus share issuance are identical to those of the existing shares, they will be effective as soon as they are approved by the annual meeting of shareholders and registered with the authority. For this new bonus share issuance, the board of directors is also authorized to establish a record date that will be announced later.
-
d.Should later the allotment schedule of shares or dividends need to be changed due to the exercises of the employee stock option, share repurchase, or treasury stock for employee incentive program affecting the number of shares qualified to the allotment, the board of directors is so proposed to be authorized with full rights and authority to management of the consequence accordingly.
-
e.If this new bonus share issuance needs to be revised due to the regulation specifications or requirements from the authorities, the board of directors will be authorized by the shareholders’ meeting to manage the changes in the issuance accordingly.
-
f. Approval is respectively requested.
Resolution:
6
No. 3 (Proposed by the Board of Directors)
Proposal: Proposal for amendments to the “Operational Procedures for Loaning Funds to Others”, “ Procedures for Endorsement and Guarantee”, “Procedures for Acquisition or Disposal of Assets” and “Procedures for Derivatives Trading” Explanation:
-
a. To comply with the applicable law and regulation and to facilitate the practical needs, it is proposed to amend the “Operational Procedures for Loaning Funds to Others”, “ Procedures for Endorsement and Guarantee”, “Procedures for Acquisition or Disposal of Assets” and “Procedures for Derivatives Trading”. A comparison table of amended articles and current articles of the above is provided in Attachments 7, 8, 9 and 10.
-
b.Approval is respectively requested.
Resolution:
7
Matters for Election
No. 1 (Proposed by the Board of Directors)
Proposal: Re-election of directors and supervisors Explanation:
-
a. The term of service of the current board of directors and supervisors is from June 24, 2013 to June 23, 2016, and such three-year term of service is about to be expired.
-
b. The board recommends the annual meeting of shareholders to elect seven members of the board of directors (including two independent directors), and two members of the supervisors. The term of service of the newly elected board of directors and supervisors will be three years from the date of election, i.e., from June 21, 2016 to June 20, 2019.
-
c. The election method of the board directors and supervisors is the candidate nomination. A list of the candidates of directors and supervisors has been approved by the board of directors on May 10, 2016. Please refer to relevant information described in Attachment 11.
-
d. Election is respectively requested.
Result of Election:
8
Matters for Discussion
No. 4 (Proposed by the Board of Directors) Proposal: Release of directors from Non-competition Restrictions Explanation:
-
a. According to Article 209 of the Company Act, the board of directors for himself/herself or on behalf of others conducting business activities within the scope of the business operation of the Company should explain the essential content of his/her business activities to the shareholders’ meeting and obtain its permission for conducting such activities.
-
b. Among these newly re-elected board of directors by the 2016 annual meeting of shareholders, some of the directors may for himself/herself or on behalf of others conduct business activities within the scope of the business operation of the Company. For practical purpose, the board recommends that the annual meeting of shareholders agree to release and exempt the directors, and the legal person representatives or legal person shareholders elected as directors, from the non-competition restrictions.
-
’
-
c. The list of the material information regarding the newly elected directors non-competition activities to be released is as follows:
| Name of Directors | Details of directors or manager of the companies |
|---|---|
| MIAU, MATTHEW FENG CHIANG | Lien Hwa Industrial Corp. |
| UPC TechnologyCorp. | |
| SYNNEX TechnologyInternational Corp. | |
| MiTAC Inc. | |
| Getac TechnologyCorp. | |
| MiTAC Information TechnologyCorp | |
| BOC Lien Hwa Industrial Gases Co.,Ltd. | |
| Winbond Electronics Corp. | |
| Taita Chemical Co.,Ltd. | |
| Asia Polymer Corp. | |
| HO, JHI- WU | Linpus Technologies,Inc. |
| 3-Probe Technologies Co.,Ltd. | |
| LFE Aerospace Corp. | |
| MiTAC Inc. | Ares International Corp |
| Far Eastern Electronic Toll Collection Co,Ltd. | |
| SYNNEX TechnologyInternational Corp. | |
| HSU,TZU-HWA【MiTAC Inc. Rep.】 | LuxNet Corp. |
| UPC Technology Corp. | Lien Hwa Industrial Corp. |
| Lien Hwa United LPG Co.,Ltd. |
9
| Name of Directors | Details of directors or manager of the companies |
|---|---|
| WAY, YUNG-DO 【UPC Technology Corp. Rep.】 |
SYNNEX TechnologyInternational Corp. |
| Taiwan Cement Corp. | |
| Far Eastern Department Store Co.,Ltd. | |
| Primax Electronics Ltd. | |
| Wowprime Corp. | |
| Vanguard International Semiconductor Corp. | |
| Iron Force Industrial Co.,Ltd | |
| LU,SHYUE-CHING | SerComm Corp. |
| MA, SHAW-HSIANG | Federal Corp. |
| MAXON Corp. | |
| MACISCO Ltd. |
d. Approval is respectively requested.
Resolution:
10
Questions and Motions
Adjournment
11
Attachment 1
MiTAC Holdings Corp.
Comparison Table for Amendments of the Articles of Incorporation
| Current Article | Reason for Amendment |
|
|---|---|---|
| Amended Article | ||
| Article 25 When allocating the net profits for each fiscal year, the Company shall, in addition to making up losses of previous year(s) and withholding tax payables as provided by law, set aside a legal reserve at 10% of the net profit first, and appropriate or reverse special reserve in accordance with the law, then set aside at least 0.1% of the balance of its earnings as bonus to be issued to employees of the Company.Any balance left over, alone with the accumulated retained earnings from the previous years, shall then be proposed by the board of directors with theallotmentplan to the meeting of shareholders for approval and further distribution. If the aforesaid employee bonus will be distributed in the form of share, the employees of subsidiaries of the Company who are qualified for required conditions can be also included in the allotment; the Chairman is authorized to establish the conditions for qualification. The aforesaid earning distribution ratio and the shareholder cash dividend ratio shall be defined by the board of directors, by considering the Company’s financial structure, future capital requirements and profitability, at the rate that the cash dividend shall not be less than 10% of the total dividend; but it can be adjusted only with the approval of the meeting of shareholders. |
Article 25 When the Company has a profit for any fiscal year (i.e. earnings before tax and before any deduction of compensation to employees and directors and supervisors), the Company shall set aside at least 0.1% of the profit as bonus to be issued to its employees and not in excess of 1% of the profit as compensation to directors and supervisors of the Company for distribution according to the resolution of the board of directors. However, if the Company still has the accumulated losses, the amounts to make |
To comply with the law and regulation and to facilitate the practical needs. |
up such losses shall be first reserved. The aforesaid employee bonus can be distributed in the form of share or cash, and the employees include the employees of subsidiaries of the Company who are qualified for required conditions; the Chairman is authorized to establish the conditions for qualification. When allocating the net profits for each fiscal year, the Company shall, in addition to making up losses of previous year(s) and withholding tax payables as provided by law, set aside a legal reserve at 10% of the net profit first, and appropriate or reverse special reserve in accordance with the law. Any balance left over, alone with the accumulated retained earnings from the previous years, shall then be proposed by the board of directors with thedistribution plan to the meeting of shareholders for approval and further distribution. The shareholder cash dividend ratio shall be defined by the board of directors, by considering the Company’s financial structure, future capital requirements and profitability, at the rate that the cash dividend shall not be less than 10% of the |
12
| Current Article | Reason for | |
|---|---|---|
| Amended Article | ||
| Amendment | ||
| total dividend; but it can be adjusted only with the approval of the meeting of shareholders. |
||
| Article 28 This Articles of Incorporation was enacted on June 24, 2013. The first amendment was made on June 11, 2015. |
Article 28 This Articles of Incorporation was enacted on June 24, 2013. The first amendment was made on June 11, 2015. The second amendment was made on June 21, 2016. |
Adding amendment frequency and dates |
13
Attachment 2
MiTAC Holdings Corporation 2015 Business Report
There is a continuous lackluster condition in global markets. Gartner data show that the total IT spending in 2015 was USD3.517 trillion worldwide. The main reasons that cause this declining market condition, in addition to a continuous appreciation in strong USD, include an economic stagnation in emerging markets and the saturated smartphone market. These factors all lead to an obvious slowdown in the IT spending. The forecasted worldwide IT spending can reach USD3.536 trillion in 2016, with an annual growth rate of 0.6%. That is, even though the IT spending in China market has shown a downtrend signal for the first time, but the data center system market that focuses on the server storage facility is still able to maintain its growth momentum due to the trend of the mega data concept. Under the situations that the traditional ICT information communication products have gradually reached their maturity stages and the growth power of the emerging industries has yet to be shown, most companies in the IT industry are actively engaging in the development of and market planning for the new products and their applications, such as, IoT and wearables.
The Analyses of Operation Performance, Budgetary Performance, and Profitability of 2015
Comparing to those of in 2014, there are improvements in both sales and profitability of the Company in 2015. They are evidenced by the benefits of the growth and transformation in the areas of the cloud-end and client-end businesses. The consolidated sales revenue of MiTAC Holdings Corp. is NTD50.055 billion in 2015, with an annual growth rate of 19%. The earnings before tax is NTD2.014 billion, with an annual growth rate of 92%, and the earnings per share after tax is NTD2.32. There is no reports on the budgetary performance because the Company did not disclose its financial forecast in 2015.
Business Operation Performance, R&D, Innovations, Applications, and Awards in 2015
- Health management bracelet, Mio MiVue™ 540 event data recorder (EDR), and MioCARE™/MioWORK™ A335 professional grade tablet all receive 2015 iF design awards, Germany.
14
-
Presentation of the medical grade health management bracelet with the function of ECG.
-
Mio MiVue™ 658WIFIevent data recorder (EDR) and Classic 630 Traffic, a patterned dynamic early warning real-time traffic GPS receive 2015 ITmonth100 innovative products awards.
-
Introduction of Mio MiVue™ 658WIFIevent data recorder, riding with WIFI, and the exclusive one-stroke uploading and backup functions.
-
Introduction of MiVue™ 688D forward/backward double camera lens and high quality resolution event data recorder.
-
Announcement of eXplorist TRX7 project, a navigation system exclusively for all terrain vehicles.
-
The point of sales (POS) equipment for professional pharmacy retailers now has in production and in demand.
-
Announcement of the first-ever one of its kind OpenPOWER 2U server system for data center usage, based on IBM POWER8 structure.
-
Introduction of integrated computer cabinet project designed for the need of the cloud data center.
-
Receiving the Fujitsu Supplier Excellence Award.
Perspective of 2016 Business Operation
MiTAC Holdings Corp. actively engages in innovation and masters the trend of market development. In the growing area of data center of cloud computing business, MiTAC Computing Technology Corp., focusing on the cloud data and computing equipment business, continuously dedicates its R&D efforts in the product and service segmentations, enhances relationship of the existing clients, and explores potential market opportunities as well. Its goals are to achieve a superior growth rate and profit improvement among the industrial peers. In another aspects, MiTAC International Corp. devotes its mobile smart apparatus and cloud service businesses into the new areas of internet of things (IoT), internet of vehicles (IoV), and wearables. Based on the existing GPS products, it participates in the integration of IoV and health sports businesses. Starting from user improvement, through internal product innovation and external industrial alliance, it develops market competitive products and services, and hence generates a pattern of stable growth and profitability.
15
MiTAC Computing Technology Corp. is a spin-off from MiTAC International Corp. a year ago. It has a good business performance last year. In 2016 CES Exhibition, our SmartGPS cloud navigation system has been designated by the world-class automobile manufactures as the navigation equipment of information entertainment platform. This acknowledgement shows that the accumulated software service contribution of the Company has been recognized by the industry. On the way of industrial transformation, the Company follows the Company’s integrated operation strategy, step by step enhances its foundation, and holds a self-expectation of better future for its shareholders, clients, and employees.
Best regards,
Chairman : MIAU, MATTHEW FENG CHIANG
General Manager : HO, JHI- WU
Chief Accountant : HUANG, HSIU-LING
16
Attachment 3
REPORT OF INDEPENDENT ACCOUNTANTS
PWCR 15000434
To the Board of Directors and Stockholders of MiTAC Holdings Corporation
We have audited the accompanying consolidated balance sheets of MiTAC Holding Corporation and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of certain investees which are accounted for using equity in the Company’s consolidated financial statements. Those financial statements were prepared in accordance with US GAAP and audited by other independent accountants. We have audited the adjusted amounts of conversion to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. Thus, our opinion on the unadjusted amounts expressed herein is based solely on the reports of the other independent accountants. Share of profit (loss) of associates and joint ventures accounted for using equity method recognised based on the reports of the other independent accountants was NT$929,171 thousand and NT$780,555 thousand for the years ended December 31, 2015 and 2014, respectively. The balance of investments accounted for using equity method was NT$8,263,353 thousand and NT$7,363,503 thousand as of December 31, 2015 and 2014, respectively.
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other independent accountants provide a reasonable basis for our opinion.
17
In our opinion, based on our audits and the reports of other independent accountants, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of MiTAC Holdings Corporation and its subsidiaries as of December 31, 2015 and 2014, and their financial performance and cash flows for the years then ended in conformity with the “Rules Governing the Preparations of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
We have also audited the parent company only financial statements of MiTAC Holdings Corporation as of and for the years ended December 31, 2015 and 2014 (not presented herein), and have expressed a modified unqualified opinion on such financial statements.
PricewaterhouseCoopers, Taiwan March 25, 2016
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
18
MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015 AND 2014
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| ASSETS | Note | Amount | % |
Amount |
% |
|||
| Current assets | ||||||||
| 1100 | Cash and cash equivalents | 6(1) | $ | 8,786,787 | 19 | $ | 8,494,325 | 18 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 5,711 | - | 29,460 | - |
||
| 1125 | Available-for-sale financial assets – current | 6(3) | 595,826 | 1 | 606,396 | 1 |
||
| 1150 | Notes receivable – net | 4,644 | - | 4,817 | - |
|||
| 1170 | Accounts receivable – net | 6(5) | 5,489,355 | 12 | 7,526,653 | 16 |
||
| 1180 | Accounts receivable – related parties | 6(5) and 7 | 253,354 | 1 | 231,167 | - |
||
| 1200 | Other receivables | 7 | 62,601 | - | 86,337 | - |
||
| 1220 | Current income tax assets | 72,908 | - | 40,842 | - |
|||
| 130X | Inventories - net | 6(6) | 6,272,009 | 14 | 7,189,749 | 15 |
||
| 1410 | Prepayments | 286,277 | 1 | 362,423 | 1 |
|||
| 1476 | Other financial assets - current | 6(7) and 8 | 10,699 | - |
1,181,612 |
2 |
||
| 11XX | Total current assets | 21,840,171 | 48 | 25,753,781 |
53 |
|||
| Non-current assets | ||||||||
| 1523 | Available-for-sale financial assets – non-current | 6(3) | 720,789 | 2 | 887,366 | 2 |
||
| 1543 | Financial assets carried at cost – non-current | 6(4) | 1,143,049 | 3 | 1,117,642 | 2 |
||
| 1550 | Investments accounted for under the equity method | 6(8) | 14,024,341 | 31 | 13,043,136 | 27 |
||
| 1600 | Property, plant and equipment-net | 6(9) and 8 | 5,467,908 | 12 | 5,211,314 | 11 |
||
| 1760 | Investment property – net | 6(10) | 1,061,808 | 2 | 1,080,307 | 2 |
||
| 1780 | Intangible assets-net | 6(11) | 119,005 | - | 316,694 | 1 |
||
| 1840 | Deferred income tax assets | 6(27) | 456,908 | 1 | 443,352 | 1 |
||
| 1900 | Other non-current assets | 8 | 328,711 | 1 |
350,272 |
1 |
||
| 15XX | Total non-current assets | 23,322,519 | 52 | 22,450,083 |
47 |
|||
| 1XXX | Total assets | $ | 45,162,690 | 100 | $ | 48,203,864 |
100 | |
| (Continued) |
19
MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015 AND 2014
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| 2100 2120 2170 2180 2200 2230 2250 2300 21XX 2570 2600 25XX 2XXX 3110 3200 3350 3400 3500 3XXX |
LIABILITIES AND EQUITY Note Current liabilities Short-term borrowings 6(12) Financial liabilities at fair value through profit or loss - current 6(13) Accounts payable Accounts payable – related parties 7 Other payables 7 Current income tax liabilities 6(27) Provisions for liabilities - current 6(16) Other current liabilities Total current liabilities Non-current liabilities Deferred income tax liabilities 6(27) Other non-current liabilities 6(14) Total non-current liabilities Total liabilities Equity attributable to owners of the parent Share capital 6(17) Common shares Capital surplus 6(18) Capital surplus Retained earnings 6(19) Legal reserve Special reserve Unappropriated retained earnings Other equity 6(20) Other equity Treasury shares 6(17) Total equity Significant Contingent Liabilities And Unrecognised Contract Commitments 9(1)(2) Significant Events After the Balance Sheet Date 11 Total liabilities and equity |
2015 | % 2 - 12 - 8 - 1 1 24 1 1 2 26 17 49 - - 4 5 ( 1) 74 $ 100 |
2014 | |
|---|---|---|---|---|---|
| Amount $ 714,516 15,914 5,364,344 183,363 3,691,058 198,957 350,486 435,983 10,954,621 331,973 321,687 653,660 11,608,281 7,778,113 22,352,475 132,420 52,117 1,833,321 1,928,412 ( 522,449) 33,554,409 $ 45,162,690 |
Amount $ 3,590,577 3,371 7,371,117 263,912 3,507,921 50,954 338,376 294,868 15,421,096 331,912 299,237 631,149 16,052,245 7,694,106 22,122,720 56,311 - 773,566 2,011,794 ( 506,878) 32,151,619 $ 48,203,864 |
% 7 - 15 1 7 - 1 1 32 1 - 1 33 16 46 - - 2 4 ( 1) 67 $ 100 |
20
MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)
| For the year ended December 31, 2015 For the year ended December 31, 2014 Notes Amount % Amount % 4000 Operating revenue 6(21) and 7 $ 50,054,765 100 $ 42,060,342 100 5000 Operating costs 6(6) and 7 ( 44,470,901) ( 89) ( 36,356,436) ( 87) 5900 Gross profit 5,583,864 11 5,703,906 13 Operating expenses 6(25)(26) 6100 Selling expenses ( 1,357,072) ( 2) ( 1,671,976) ( 4) 6200 General and administrative expenses ( 1,573,718) ( 3) ( 1,473,662) ( 3) 6300 Research and development expenses ( 2,356,604) ( 5) ( 2,919,197) ( 7) 6000 Total operating expenses ( 5,287,394) ( 10) ( 6,064,835) ( 14) 6900 Operating profit (loss) 296,470 ( 1) ( 360,929) ( 1) Non-operating income and expenses 7010 Other income 6(22) 375,910 - 390,563 1 7020 Other gains and losses 6(23) ( 7,205) - ( 148,370) - 7050 Finance costs 6(24) ( 32,053) - ( 44,146) - 7060 Share of profit of associates and joint ventures accounted for under equity method 6(8) 1,380,981 3 1,213,705 3 7000 Total non-operating income and expenses 1,717,633 3 1,411,752 4 7900 Profit before income tax 2,014,103 4 1,050,823 3 7950 Income tax expense 6(27) ( 260,011) ( 1) ( 289,903) ( 1) 8200 Profit for the year $ 1,754,092 3 $ 760,920 2 Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans ($ 33,349) - ($ 42,706) - 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss ( 5,185) - ( 5,929) - 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 5,669 - 7,260 - 8310 Components of other comprehensive loss that will not be reclassified to profit or loss ( 32,865) - ( 41,375) - Components of other comprehensive income that will be reclassified to profit or loss 8361 Cumulative translation differences of foreign operations 400,893 1 889,391 2 8362 Unrealized loss on valuation of available-for-sale financial assets ( 184,940) - ( 94,686) - 8370 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss ( 299,335) ( 1) 29,279 - 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss ( 83,382) - 823,984 2 8300 Other comprehensive (loss) income for the year ($ 116,247) - $ 782,609 2 8500 Total comprehensive income for the year $ 1,637,845 3 $ 1,543,529 4 Profit attributable to: 8610 Owners of parent 1,754,092 3 761,086 2 8620 Non-controlling interest - - ( 166) - $ 1,754,092 3 $ 760,920 2 Comprehensive income (loss) attributable to: 8710 Owners of parent $ 1,637,845 3 $ 1,543,695 4 8720 Non-controlling interest - - ( 166) - $ 1,637,845 3 $ 1,543,529 4 9750 Basic earnings per share 6(28) $ 2.32 $ 1.03 9850 Diluted earnings per share 6(28) $ 2.30 $ 1.02 |
For the year ended December 31, 2015 For the year ended December 31, 2014 Notes Amount % Amount % 4000 Operating revenue 6(21) and 7 $ 50,054,765 100 $ 42,060,342 100 5000 Operating costs 6(6) and 7 ( 44,470,901) ( 89) ( 36,356,436) ( 87) 5900 Gross profit 5,583,864 11 5,703,906 13 Operating expenses 6(25)(26) 6100 Selling expenses ( 1,357,072) ( 2) ( 1,671,976) ( 4) 6200 General and administrative expenses ( 1,573,718) ( 3) ( 1,473,662) ( 3) 6300 Research and development expenses ( 2,356,604) ( 5) ( 2,919,197) ( 7) 6000 Total operating expenses ( 5,287,394) ( 10) ( 6,064,835) ( 14) 6900 Operating profit (loss) 296,470 ( 1) ( 360,929) ( 1) Non-operating income and expenses 7010 Other income 6(22) 375,910 - 390,563 1 7020 Other gains and losses 6(23) ( 7,205) - ( 148,370) - 7050 Finance costs 6(24) ( 32,053) - ( 44,146) - 7060 Share of profit of associates and joint ventures accounted for under equity method 6(8) 1,380,981 3 1,213,705 3 7000 Total non-operating income and expenses 1,717,633 3 1,411,752 4 7900 Profit before income tax 2,014,103 4 1,050,823 3 7950 Income tax expense 6(27) ( 260,011) ( 1) ( 289,903) ( 1) 8200 Profit for the year $ 1,754,092 3 $ 760,920 2 Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans ($ 33,349) - ($ 42,706) - 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss ( 5,185) - ( 5,929) - 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 5,669 - 7,260 - 8310 Components of other comprehensive loss that will not be reclassified to profit or loss ( 32,865) - ( 41,375) - Components of other comprehensive income that will be reclassified to profit or loss 8361 Cumulative translation differences of foreign operations 400,893 1 889,391 2 8362 Unrealized loss on valuation of available-for-sale financial assets ( 184,940) - ( 94,686) - 8370 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss ( 299,335) ( 1) 29,279 - 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss ( 83,382) - 823,984 2 8300 Other comprehensive (loss) income for the year ($ 116,247) - $ 782,609 2 8500 Total comprehensive income for the year $ 1,637,845 3 $ 1,543,529 4 Profit attributable to: 8610 Owners of parent 1,754,092 3 761,086 2 8620 Non-controlling interest - - ( 166) - $ 1,754,092 3 $ 760,920 2 Comprehensive income (loss) attributable to: 8710 Owners of parent $ 1,637,845 3 $ 1,543,695 4 8720 Non-controlling interest - - ( 166) - $ 1,637,845 3 $ 1,543,529 4 9750 Basic earnings per share 6(28) $ 2.32 $ 1.03 9850 Diluted earnings per share 6(28) $ 2.30 $ 1.02 |
For the year ended December 31, 2015 For the year ended December 31, 2014 Notes Amount % Amount % 4000 Operating revenue 6(21) and 7 $ 50,054,765 100 $ 42,060,342 100 5000 Operating costs 6(6) and 7 ( 44,470,901) ( 89) ( 36,356,436) ( 87) 5900 Gross profit 5,583,864 11 5,703,906 13 Operating expenses 6(25)(26) 6100 Selling expenses ( 1,357,072) ( 2) ( 1,671,976) ( 4) 6200 General and administrative expenses ( 1,573,718) ( 3) ( 1,473,662) ( 3) 6300 Research and development expenses ( 2,356,604) ( 5) ( 2,919,197) ( 7) 6000 Total operating expenses ( 5,287,394) ( 10) ( 6,064,835) ( 14) 6900 Operating profit (loss) 296,470 ( 1) ( 360,929) ( 1) Non-operating income and expenses 7010 Other income 6(22) 375,910 - 390,563 1 7020 Other gains and losses 6(23) ( 7,205) - ( 148,370) - 7050 Finance costs 6(24) ( 32,053) - ( 44,146) - 7060 Share of profit of associates and joint ventures accounted for under equity method 6(8) 1,380,981 3 1,213,705 3 7000 Total non-operating income and expenses 1,717,633 3 1,411,752 4 7900 Profit before income tax 2,014,103 4 1,050,823 3 7950 Income tax expense 6(27) ( 260,011) ( 1) ( 289,903) ( 1) 8200 Profit for the year $ 1,754,092 3 $ 760,920 2 Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans ($ 33,349) - ($ 42,706) - 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss ( 5,185) - ( 5,929) - 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 5,669 - 7,260 - 8310 Components of other comprehensive loss that will not be reclassified to profit or loss ( 32,865) - ( 41,375) - Components of other comprehensive income that will be reclassified to profit or loss 8361 Cumulative translation differences of foreign operations 400,893 1 889,391 2 8362 Unrealized loss on valuation of available-for-sale financial assets ( 184,940) - ( 94,686) - 8370 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss ( 299,335) ( 1) 29,279 - 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss ( 83,382) - 823,984 2 8300 Other comprehensive (loss) income for the year ($ 116,247) - $ 782,609 2 8500 Total comprehensive income for the year $ 1,637,845 3 $ 1,543,529 4 Profit attributable to: 8610 Owners of parent 1,754,092 3 761,086 2 8620 Non-controlling interest - - ( 166) - $ 1,754,092 3 $ 760,920 2 Comprehensive income (loss) attributable to: 8710 Owners of parent $ 1,637,845 3 $ 1,543,695 4 8720 Non-controlling interest - - ( 166) - $ 1,637,845 3 $ 1,543,529 4 9750 Basic earnings per share 6(28) $ 2.32 $ 1.03 9850 Diluted earnings per share 6(28) $ 2.30 $ 1.02 |
|---|---|---|
| $ | 1.02 |
21
MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| 2014 | Notes Common shares Capital surplus $ 7,609,488 $ 21,803,383 6(19) - - 6(19) - - 6(15)(18) 97,723 129,127 6(15)(18) - 66,639 6(18) - 1,035 ( 13,105) ( 12,502) 6(18) - 6,935 - - - - 6(18) - 128,103 - - $ 7,694,106 $ 22,122,720 |
Attributable to owne | rs of the Company | ||||
|---|---|---|---|---|---|---|---|
| Retained Earnings Legal reserve Unappropriated retained earnings $ - $ 563,114 56,311 ( 56,311 ) - ( 451,589 ) - - - - - - - - - - - 761,086 - ( 41,375 ) - ( 993 ) - ( 366 ) $56,311 $ 773,566 |
Currency translation differences Unrealized gain or loss on available-for-sale financial assets $ 899,611 $ 288,199 - - - - - - - - - - - - - - - - 973,032 ( 149,048) - - - - $1,872,643 $139,151 |
||||||
| Balance at January 1, 2014 Distribution of 2013 earnings Legal reserve Cash dividends Employee stock options exercised Compensation cost of employees’ share based –payment transactions Treasury stock transferred to employees Retirement of treasury stock Subsidiaries received cash dividends paid by the parent company Net income (loss) for the year Net other comprehensive income (loss) for the year Net change of equity in associates accounted for under equity method Acquisition of non-controlling interest Balance at December 31, 2014 |
(Continued)
21
MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
Attributable to owners of the Company
| 2015 | Notes 6(19) 6(19) 6(19) 6(15)(18) 6(15)(18) 6(18) 6(18) ( 6(17) 6(18) 6(18) |
Common shares $ 7,694,106 - - - 127,207 - - ( 43,200 ) ( - - - - - $ 7,778,113 |
Capital surplus $ 22,122,720 - - - 175,941 55,137 2,472 ) 41,244 ) - 7,976 34,417 - - $ 22,352,475 |
Retained Earnings Special reserve Unappropriated retained earnings $ - $ 773,566 - ( 76,109 ) 52,117 ( 52,117 ) - ( 533,246 ) - - - - - - - - - - - - - - - 1,754,092 - ( 32,865 ) $ 52,117 $ 1,833,321 |
Currency translation differences $ 1,872,643 - - - - - - - - - - - 135,865 ( $ 2,008,508 ( |
Unrealized gain or loss on available-for-sale financial assets $ 139,151 ( - - - - - - - - ( - - - 219,247 ) $ 80,096 ) ( |
Treasury shares $ 506,878 ) - - - ( - - 69,347 84,444 169,362 ) ( - - - - ( $ 522,449 ) |
Total $ 32,151,619 - - 533,246) 303,148 55,137 66,875 - 169,362) 7,976 34,417 1,754,092 116,247) $ 33,554,409 |
Non- controlling interest $ - - - - ( - - - - - ( - - - - ( $ - |
Total equity $ 32,151,619 - - 533,246) 303,148 55,137 66,875 - 169,362) 7,976 34,417 1,754,092 116,247) $ 33,554,409 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve $ 56,311 76,109 - - - - - - - - - - - $132,420 |
Special reserve $ - - ( 52,117 ( - ( - - - - - - - - - ( $ 52,117 |
||||||||||
| Balance at January 1, 2015 Distribution of 2014 earnings Legal reserve Special reserve Cash dividends Employee stock options exercised Compensation cost of employees’ share based –payment transactions Treasury stock transferred to employees Retirement of treasury stock Purchase of treasury stock Subsidiaries received cash dividends paid by the parent company Net change of equity in associates accounted for under equity method Net income for the year Net other comprehensive income (loss) for the year Balance at December 31, 2015 |
22
MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the year | For the year | ||||||
|---|---|---|---|---|---|---|---|
| ended December | ended December | ||||||
| 31,2015 | 31,2014 | ||||||
| Cash flows from operating activities: | |||||||
| Income before income tax | $ | 2,014,103 | $ | 1,050,823 | |||
| Adjustments to reconcile income before income tax to net cash | |||||||
| provided by (used in) operating activities: | |||||||
| Income and expenses having no effect on cash flows | |||||||
| (Reversal of) bad debts expense | 6(5) | 6,419 | ( | 26,594 ) | |||
| Loss on inventory market value decline | 6(6) | 182,649 | 131,792 | ||||
| Depreciation | 6(9)(10)(25) | 534,742 | 486,984 | ||||
| Impairment loss | 6(3)(11)(23) | 25,902 | 216,198 | ||||
| Amortization | 6(11)(25) | 249,700 | 289,660 | ||||
| Amortization of long-term prepaid rent | 6,804 | 6,569 | |||||
| Compensation cost of share-based payment | 6(15) | 55,137 | 66,639 | ||||
| Interest income | 6(22) | ( | 99,428 ) | ( | 147,848 ) | ||
| Interest expense | 6(24) | 32,053 | 44,146 | ||||
| Dividend income | 6(22) | ( | 119,828 ) | ( | 105,534 ) | ||
| Net income of financial assets/liabilities at fair value through | |||||||
| profit or loss | 6(23) | 36,291 | ( | 18,362 ) | |||
| Share of profit of associates accounted for under equity method | 6(8) | ( | 1,380,981 ) | ( | 1,213,705 ) | ||
| Loss (gain) on disposal of investments | 6(23) | 16,506 | ( | 58,609 ) | |||
| Gain on disposal of property, plant and equipment, net | 6(23) | ( | 12,999 ) | ( | 11,227 ) | ||
| Gain disposal of other non- current assets | 6(23) | - | ( | 15,832 ) | |||
| Changes in assets/liabilities relating to operating activities | |||||||
| Net changes in assets relating to operating activities | |||||||
| Notes receivable, net | 173 | 4,529 | |||||
| Accounts receivable | 2,273,874 | ( | 1,103,894 ) | ||||
| Other receivables | 26,156 | 58,923 | |||||
| Inventories | 840,965 | ( | 725,420 ) | ||||
| Prepayments | 76,146 | ( | 124,017 ) | ||||
| Net changes in liabilities relating to operating activities | |||||||
| Notes payable | - | ( | 1,622 ) | ||||
| Accounts payable | ( | 2,245,258 ) | 672,842 | ||||
| Other payables | 188,253 | ( | 61,266 ) | ||||
| Other current liabilities | 141,115 | 68,648 | |||||
| Provisions for liabilities - current | 13,245 | ( | 119,909 ) | ||||
| Accrued pension liabilities | 5,577 | ( | 439 ) | ||||
| Cash provided by (used in) operating activities | 2,867,316 | ( | 636,525 ) | ||||
| Payment of interest | ( | 37,168 ) | ( | 40,808 ) | |||
| Receipt of interest | 107,274 | 147,414 | |||||
| Payment of income tax | ( | 167,836 ) | ( | 180,688 ) | |||
| Cash dividend received | 599,287 | 340,579 | |||||
| Net cash provided by (used in) operating activities | 3,368,873 | ( | 370,028 ) | ||||
| (Continued) |
23
MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the year | For the year | ||||||
|---|---|---|---|---|---|---|---|
| ended December | ended December | ||||||
| 31,2015 | 31,2014 | ||||||
| Cash flows from investing activities: | |||||||
| Decrease in other financial assets | $ | 1,170,853 | $ | 597,064 | |||
| Proceeds from disposal of available-for-sale financial assets | 33,799 | 82,770 | |||||
| Acquisition of available-for-sale financial assets | ( | 72,340 ) | ( | 45,000 ) | |||
| Acquisition of financial assets carried at cost | ( | 25,000 ) | ( | 25,957 ) | |||
| Proceeds from disposal of financial assets carried at cost | - | 2,879 | |||||
| Proceeds from capital reduction of financial assets carried at cost | - | 63,223 | |||||
| Acquisition of investments accounted for under the equity method | ( | 64,237 ) | ( | 7,839 ) | |||
| Proceeds from disposal of investment accounted for under the equity | |||||||
| method | 17,135 | - | |||||
| Acquisition of property, plant and equipment | 6(9) | ( | 804,950 ) | ( | 452,480 ) | ||
| Proceeds from disposal of property, plant and equipment | 16,477 | 48,156 | |||||
| Increase in intangible assets | 6(11) | ( | 52,026 ) | ( | 119,239 ) | ||
| Decrease (increase) in refundable deposits | 24,216 | ( | 22,231 ) | ||||
| Increase in other non-current assets | ( | 14,637 ) | ( | 7,791 ) | |||
| Proceeds from disposal of other non-current assets | - | 19,401 | |||||
| Net cash provided by investing activities | 229,290 | 132,956 | |||||
| Cash flows from financing activities: | |||||||
| (Decrease) increase in short-term borrowings | ( | 2,876,061 ) | 1,481,607 | ||||
| (Decrease) increase in guarantee deposits | ( | 12,439 ) | 20,688 | ||||
| Employee stock options exercised | 303,148 | 226,850 | |||||
| Treasury stock transferred to employees | 66,875 | 78,316 | |||||
| Purchase of treasury stock | ( | 169,362 ) | - | ||||
| Cash dividends paid | ( | 525,270 ) | ( | 444,654 ) | |||
| Acquisition of non-controlling interest | - | ( | 500 ) | ||||
| Net cash (used in) provided by financing activities | ( | 3,213,109 ) | 1,362,307 | ||||
| Effects of changes in exchange rates | ( | 92,592 ) | 178,367 | ||||
| Net increase in cash and cash equivalents | 292,462 | 1,303,602 | |||||
| Cash and cash equivalents at beginning of year | 8,494,325 | 7,190,723 | |||||
| Cash and cash equivalents at end of year | $ | 8,786,787 | $ | 8,494,325 |
24
Attachment 4
MiTAC Holdings Corporation Supervisor’s Review Report
2015 financial statements (January 1, 2015 to December 31, 2015) of MiTAC Holdings Corp. are prepared by the board of directors and audited by Liu Yin-Fei and Wen Fang-Yu, CPAs, PricewaterhouseCoopers (PwC), Taiwan. These financial statements, along with 2015 business operation reports and earnings distribution plan, have been reviewed by supervisors ourselves and these reports and statements are indeed compliance with the related laws and regulations. Per Article 219, the Company Act, we supervisors submit this review report for your consideration.
Submit to
2016 Annual Meeting of Shareholders, MiTAC Holdings Corp.
Supervisors CHIAO, YU-CHENG
CHING, HU-SHIH
（Rep. of Lien Hwa Industrial Corp.）
March 28, 2016
25
Attachment 5
MiTAC Holdings Corporation Status of Share Repurchase
Unit: NTD1,000/1,000 shares
| Batch of Share Repurchase | Fifth |
| Resolution date of the board | August 25,2015 |
| Transfer to employees as incentive |
|
| Purpose of share repurchase | |
| August 27, 2015 to October 1,2015 |
|
| Period of share repurchase | |
| Price range of share repurchase | NTD18 to NTD21 |
| Type and quantity of Planned share | common shares 20,000 |
| repurchase | |
| Type and quantity of repurchased | common shares 8,244 |
| shares | |
| Amount of repurchased shares | 169,362 |
| Average costper share repurchased | NTD 20.54 |
| The market share price is higher than the upper limit of the specified repurchase price range. In addition, to protect the interests of shareholders, maintain the order of the market trading mechanism, and consider the effective of capital applications, thus the Company did not complete the share repurchase operation. |
|
| Reasons of the incomplete share | |
| repurchase operation that could not | |
| fulfill the resolution of the board | |
| Number of retired or transferred | 0 |
| shares | |
| Number of accumulated | 8,244 |
| shareholdingon the Company | |
| Ratio of the number of accumulated | 1.06% |
| shareholding on the Company to the | |
| total number of shares outstanding | |
| (April 23,2016) |
Note: For the details of the share repurchase and transferred to employees for incentive, please see page 27.
26
MiTAC Holdings Corporation
Procedure of the Fifth Share Repurchase and Transferred to Employee for Incentive
Article 1: Purpose and Source
To encourage employees and to attract and retain outstanding personnel, the Company, based on Article 28-2 of the Securities Exchange Act, and the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, Financial Supervisory Commission, establishes the procedure of share repurchase and transferred to employee for incentive. The process of share repurchase and then transferred to employees for incentive, in addition to the related laws and regulations, is governed by this procedure.
Article 2: Types, Rights, and Restrictions of Shares Transferred
The type of shares currently planned to transfer to employees is common shares. The rights and obligations, except specified in the related laws and regulations and in this procedure, are identical to those specified in the existing outstanding common shares.
Article 3: Transfer Period
The shares currently planned to repurpose need to comply with specifications stated in this repurchase procedure. Within three years since the date of repurchase, the shares need to be transfer to employees in a single or multiple transfer arrangements. Any share failed to be transferred within the three-year window is viewed as an un-issued share and needs to be retired and de-registered accordingly.
Article 4: Qualification of Transferees
Any full-time employee of the Company or its domestic or overseas subsidiaries who has worked for the company at least one full year before the subscription reference date or offered special contribution to the company approved by the chairperson is qualified to subscribe shares according to the specification stated in Article 5 of this procedure.
To be considered as one of the aforementioned “subsidiaries”, its qualification needs to conform to one of the following conditions:
27
-
More than 50% of the voting rights of the subsidiary directly or indirectly held by the Company.
-
Less than 50%, but up to 20% or more of the voting rights of the subsidiary held by the Company, and it conforms to one of the following conditions specified in No.5 and No.7, Financial Accounting Standards, and during the share transfer period, the subsidiary performance has been included in the latest consolidated financial statements that have been audited or reviewed by the certified public accountant:
-
(1)In agreement with other investors, the Company has more than 50% voting rights of the subsidiary.
-
(2)Per regulations or contractual agreement, the Company is able to control the financial, business operation, and personnel policies of the subsidiary.
-
(3)The Company is able to appoint more than 50% of the board directors of the subsidiary that is controlled by its board.
-
(4)The Company is able to control more than 50% of the voting rights in the board meeting of the subsidiary that is controlled by its board.
Before transferring the treasury shares to the employees of a subsidiary that conforms the specifications listed in the Subparagraph 2 of the preceding Paragraph, the Company needs to first consult with its CPA who audits its financial statements, and then submits the share transfer plan to the board of directors.
The employee whose job is terminated between the subscription reference date and the subscription payment date is no longer qualified for the share subscription.
Article 5: Criteria of the Number of Shares Transferred
The chairperson has been authorized to establish the criteria of the number of shares transferred to employees. The chairperson should consider the rank, seniority, special contributions of the employees, etc. as the criteria, along with the total number of shares repurchased held in the Company on the subscription reference date and the upper limit of an individual employee share subscription.
Any employee who fails to complete subscription process by the end of the subscription payment period is considered as forfeiting his/her rights of the
28
share subscription. Any remaining shares can be subscribed by other employees under the discretion of the chairperson.
Article 6: Procedure of Share Ownership Transferred
The Procedures of the current share repurchase ownership transfer are as follows:
-
Per the resolutions, announcements, and declarations of the board, the Company repurchases its shares within the designated period.
-
Per this procedure, the chairperson should establish and announce the subscription reference date, the criteria of the number of shares subscribed by an individual employee, subscription payment period, rights and duties, and restrictions, etc.
-
It should also manage the related affairs of the actual amount paid in the shares subscription and the registration of share transfers.
Article 7: Establishment of Share Subscription Price
In the current procedure, the share subscription price for the employees is the average price of the share repurchase prices (i.e., the price unit is down to NTD0.1, and round off any value lower than NTD0.1). However, before the subscription, if there is an increase in the number of outstanding common shares, then this subscription price needs to be adjusted proportionally to the increase in the common shares issued.
Article 8: Rights and Duties after Shares Transferred
To the current shares repurchased and then successfully subscribed by employees who have completed share transfer registration requirements, except other specifications, the rights and duties of these shares are identical to the existing common shares.
Article 9: Others
The procedure is effective after the approval of the board, and can be amended by the approval of the board. The procedure should be announced in the shareholders’ meeting and the same when it is amended.
Article 10: Date of Establishment
The procedure is established on August 25, 2015.
29
Attachment 6
MiTAC Holdings Corp. Codes of Ethical Conduct
Article 1 (Purpose of and basis for adoption)
For the purpose of encouraging directors, supervisors, and managerial officers of the Company to act in line with ethical standards, and to help interested parties better understand the ethical standards, the Company establish the codes of ethical conduct with reference to “Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies”.
Article 2 (Content of the code)
-
1.Prevention of conflicts of interest:
-
Directors, supervisors, or managerial officers of the Company shall perform their duties in an objective and efficient manner, and not rely on a person in such a position takes advantage of their position in the Company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the second degree of kinship. When the Company engage in loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works, the directors, supervisors, and managerial officers shall voluntarily explain whether there is any potential conflict between them and the Company.
-
2.Minimizing incentives to pursue personal gain: Directors, supervisors, or managerial officers of the Company shall not engage in any of the following activities: (1) Seeking an opportunity to pursue personal gain by using company property or information or taking advantage of their positions. (2) Obtaining personal gain by using company property or information or taking advantage of their positions. (3) Competing with the Company. When the Company has an opportunity for profit, it is the responsibility of the directors, supervisors, and managerial officers to maximize the reasonable and proper benefits that can obtained by the Company.
-
3.Confidentiality:
-
Directors, supervisors, and managerial officers of the Company shall be bound by the obligation to maintain the confidentiality of any information regarding the Company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or the suppliers and customers.
30
4.Fair trade:
Directors, supervisors, and managerial officers of the Company shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.
- 5.Safe guarding and proper use of company assets:
All directors, supervisors, and managerial officers have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or waste of the assets will all directly impact the Company's profitability.
6.Legal compliance:
The Company shall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.
- 7.Encouraging reporting on illegal or unethical activities:
The Company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, the Company shall establish a concrete whistle-blowing system and make employees aware that the Company will use its best efforts to ensure the safety of informants and protect them from reprisals.
8.Disciplinary measures:
When a director, supervisor, or managerial officer of the Company violates the code of ethical conduct, the Company shall handle the matter in accordance with the regulations, and shall without delay disclose on the Market Observation Post System (MOPS) the title, name, date of the violation by the violator, reasons for the violation, the provisions of the code violated, and the disciplinary actions taken.
It is advisable that the Company establish a relevant complaint system to provide the violator with remedies.
Article 3 (Procedures for exemption)
Any exemption for directors, supervisors, and managerial officers from compliance with the code should be adopted by a resolution of the board of directors, and that information on the title, name, date on which the board of directors adopted the resolution for exemption, objections or reservations of independent directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the code, and to safeguard the interests of the Company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.
31
Article 4 (Method of disclosure)
The Company shall disclose the code of ethical conduct it has adopted, and any amendments to it, on its company website, in its annual reports and prospectuses and on the MOPS.
Article 5 (Enforcement)
The codes of ethical conduct, and any amendments to it, shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting.
Article 6 (Date of enactment)
The codes were enacted on Nov. 10, 2015.
32
Attachment 7
MiTAC Holdings Corp. Comparison Table for Amendments of the Operational Procedures for Loaning Funds to Others
| Current Article | Reason for Amendment |
||
|---|---|---|---|
| Amended Article | |||
| Article 8 (Directions for making loans to other) 1.~4.(Omission) |
Article 8 (Directions for making loans to other) 1.~4.(Omission) 5.When loaning funds to others, the Company shall take into full consideration of each independent director's opinions; independent directors'opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors'meeting. |
To comply with the law and regulation and to facilitate the practical needs. |
|
of each independent director's opinions; independent directors'opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors'meeting. |
|||
| Article 13 (Implementation and amendment) After the Procedures have been passage by the board of directors, they shall be submitted to each supervisor and approved by the shareholders' meeting; where there is any director expressing dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders’ meeting. The same applies when the Procedures are amended. |
Article 13 (Implementation and amendment) After the Procedures have been passage by the board of directors, they shall be submitted to each supervisor and approved by the shareholders' meeting; where there is any director expressing dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders’ meeting. The same applies when the Procedures are amended. When the Procedures is submitted for discussion by the board of directors pursuant |
To comply with the law and regulation and to facilitate the practical needs. |
|
to the preceding paragraph, the board of directors shall take into full consideration of each independent director's opinions; independent directors'opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors'meeting. |
|||
| Article 14 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. |
Article 14 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. The first amendment was made on June 21, |
Adding amendment frequency and dates |
|
2016. |
33
Attachment 8
MiTAC Holdings Corp.
Comparison Table for Amendments of the Procedures for Endorsement and Guarantee
| Current Article | Reason for Amendment |
||
|---|---|---|---|
| Amended Article | |||
| Article 8 (Directions for making endorsement and guarantee) 1.~2.(Omission) |
Article 8 (Directions for making endorsement and guarantee) 1.~2.(Omission) 3.When the Company makes endorsements and guarantees for others, it shall take into full consideration of each independent director's opinions; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors'meeting. |
To comply with the law and regulation and to facilitate the practical needs. |
|
| included in the minutes of the board of directors'meeting. |
|||
| Article 13 (Implementation and amendment) After the Procedures have been passage by the board of directors, they shall be submitted to each supervisor and approved by the shareholders' meeting; where there is any director expressing dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders’ meeting. The same applies when the Procedures are amended. |
Article 13 (Implementation and amendment) After the Procedures have been passage by the board of directors, they shall be submitted to each supervisor and approved by the shareholders' meeting; where there is any director expressing dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders’ meeting. The same applies when the Procedures are amended. When the Procedures is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration of each independent director's opinions; independent directors'opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of |
To comply with the law and regulation and to facilitate the practical needs. |
|
| the board of directors'meeting. | |||
| Article 14 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. |
Article 14 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. The first amendment was made on June 21, |
Adding amendment frequency and dates |
|
2016. |
34
Attachment 9
MiTAC Holdings Corp. Comparison Table for Amendments of the Procedures for Acquisition or Disposal of Assets
| Current Article | Reason for Amendment |
|
|---|---|---|
| Amended Article | ||
| Article 15 (Objection of directors) With respect to the Company's acquisition or disposal of assets that is subject to the approval of the board of directors under the Procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor. |
Article 15 (Objection of directors) With respect to the Company's acquisition or disposal of assets that is subject to the approval of the board of directors under the Procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor. When a transaction involving the acquisition |
To comply with the law and regulation and to facilitate the practical needs. |
or disposal of assets is submitted for discussion by the board of directors pursuant |
||
to the preceding paragraph, the board of directors shall take into full consideration of |
||
| 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. |
||
| Article 18 (Implementation and amendment) After the Procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders' meeting for approval; the same applies when the Procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor. |
Article 18 (Implementation and amendment) After the Procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders' meeting for approval; the same applies when the Procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor. When the Procedures is submitted for discussion by the board of directors pursuant |
To comply with the law and regulation and to facilitate the practical needs. |
to the preceding paragraph, the board of directors shall take into full consideration of |
||
| 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. |
35
| Current Article | Reason for | |
|---|---|---|
| Amended Article | ||
| Amendment | ||
| Article 19 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. The first amendment was on June 24, 2014. |
Article 19 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. The first amendment was made on June 24, 2014. The second amendment was made on June 21, 2016. |
Adding amendment frequency and dates |
36
Attachment 10
MiTAC Holdings Corp.
Comparison Table for Amendments of the Procedures for Derivatives Trading
| Current Article | Reason for Amendment |
|
|---|---|---|
| Amended Article | ||
| Article 10 (Supervision by the Board of directors) 1.(Omission) 2.Senior management personnel authorized by the board of directors shall manage derivatives trading in accordance with the following principles: (1) Periodically evaluate the risk management measures currently employed if appropriate and faithfully conducted in accordance with the Procedures and applicable legislations. (2) When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors. 3.(Omission) |
Article 10 (Supervision by the Board of directors) 1.(Omission ) 2.Senior management personnel authorized by the board of directors shall manage derivatives trading in accordance with the following principles: (1) Periodically evaluate the risk management measures currently employed if appropriate and faithfully conducted in accordance with the Procedures and applicable legislations. (2) When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors;where the Company has independent directors, an independent director shall be present at the meeting and expresses an opinion. 3.(Omission) |
To comply with the law and regulation and to facilitate the practical needs. |
| Article 16 (Execution and amendment) After the Procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders' meeting for approval; the same applies when the Procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor. |
Article 16 (Execution and amendment) After the Procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders' meeting for approval; the same applies when the Procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor. When the Procedures is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration of each independent director's |
To comply with the law and regulation and to facilitate the practical needs. |
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. |
37
| Current Article | Reason for | |
|---|---|---|
| Amended Article | ||
| Amendment | ||
| Article 17 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. The first amendment was on June 24, 2014. |
Article 17 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. The first amendment was made on June 24, 2014. The second amendment was made on June 21, 2016. |
Adding amendment frequency and dates |
38
Attachment 11
MiTAC Holdings Corporation
List of the candidates of directors (including independent directors) and supervisors
| Candidate Type |
Name | Education | Experience | Current Positions | Shareholding (unit: share) |
Affiliation |
|---|---|---|---|---|---|---|
| Director | MIAU, MATTHEW FENG CHIANG |
Santa Clara University, EMBA California Berkley University, Bachelor, Electrical Engineering |
Chairman, MiTAC Holdings Corp. Chairman, UPC Technology Corp. Chairman, SYNNEX Technology International Corp. Chairman, Lien Hwa Industrial Corp. Chairman, MiTAC Inc. Director, MiTAC Information Technology Corp. Director, Getac Technology Corp. |
Chairman, MiTAC Holdings Corp. Chairman, MiTAC International Corp. Director, MiTAC Computing Technology Corp. Chairman, Lien Hwa Industrial Corp. Chairman, UPC Technology Corp. Chairman, SYNNEX Technology International Corp. Director, Getac Technology Corp. Chairman, MiTAC Inc. Director, MiTAC Information Technology Corp. Director, Asia Polymer Corp. Director, Winbond Electronics Corp. Director, Taita Chemical Co., Ltd. Director, BOC Lien Hwa Industrial Gases Co., Ltd. |
8,015,243 | |
| Director | HO, JHI- WU | MIS in Computer Science, Fairleigh-Dickinson University Master UC San Diego |
Marketing Manager, Pao Hwa Trading Co., Ltd. |
Director, MiTAC Holdings Corp. Director, MiTAC International Corp. Chairman, MiTAC Computing Technology Corp. |
2,139,863 | |
| Director | HSU, TZU-HWA | PhD, Electronic Engineering, University of California, Berkeley, California, USA |
President, Hua Deng International Investment Inc. Vice chairman, East Tender Optoelectronics Corp. |
Independent Director, LuxNet Corporation Director, MiTAC Holdings Corp. |
61,228,286 | MiTAC Inc. |
39
| Candidate Type |
Name | Education | Experience | Current Positions | Shareholding (unit: share) |
Affiliation |
|---|---|---|---|---|---|---|
| Director | CHANG, KWANG-CHENG |
PhD. Atmospheric Science, State University of New York, USA MBA,Tokyo Denki University MBA, State University of New York, USA MBA, Atmospheric Science, State University of New York, USA Bachelor of Metrology, Dept. of Geography, National Taiwan University |
Director, Commerce Development Research Institute President, Shih Chien University President, Minghsin University of Science and Technology Visiting Professor, School of Business, University of Hawaii |
Director, MiTAC Holdings Corp. President, Chung Yuan Christian University |
64,814,078 | UPC Technology Corp. |
| Director | WAY, YUNG-DO | MBA of Georgia University BA of Accountancy, Soochow University |
CEO, Deloitte | Director, MiTAC Holdings Corp. Independent Director, SYNNEX Technology International Corp. Independent Director, Taiwan Cement Corp. Independent Director, Far Eastern Department Stores Co. Ltd. Independent Director, Primax Electronics Ltd. Director, Wowprime Corp., Ltd. Director, Iron Force Industrial Co., Ltd. Director, Vanguard International Semiconductor Corp. Supervisor, SerComm Corp. Supervisor, Chilisin Electronics Corp. |
64,814,078 | UPC Technology Corp. |
40
| Candidate Type |
Name | Education | Experience | Current Positions | Shareholding (unit: share) |
Affiliation |
|---|---|---|---|---|---|---|
| Independent Director |
LU, SHYUE-CHING |
University of Hawaii System, Department of Electrical Engineering, EngD National Cheng Kung U., Department of Engineering Science, BS |
Director, Institute of Telecommunication, Ministry of Transportation and Communication, ROC Head, Division of Posts and Telecommunications Ministry of Transportation and Communication Deputy Director, Directorate-General of Telecommunication General manager, Chunghwa Telecom Co., Ltd. Chairperson, Chunghwa Telecom Co., Ltd. |
Director, Sercomm Corp. Member of the Compensation Committee, MiTAC Holdings Corp. |
0 | |
| Independent Director |
MA, SHAW-HSIANG |
BBA, Hitotsubashi University |
Chairman, MACISCO Ltd. Director & General manager, Federal Corp. General manager, Jiangsu Jiaguo Building Materials Processing and Warehousing Ltd. |
Director, Federal Corp. Chairman,MAXON Corp. Chairman, MACISCO Ltd. Member of the Compensation Committee, MiTAC Holdings Corp. |
0 | |
| Supervisor | CHIAO, YU-CHENG | MSEE and researcher in Business Administration, Washington University |
Chairman, Walsin Lihwa Corp. | Director, Walsin Lihwa Corp. Chairman, Winbon Electronics Corp. Chairman, Nuvoton Technology Corp. Supervisor, MiTAC Holdings Corp. Independent Director, SYNNEX Technology International Corp. Independent Director, Taiwan Cement Corp. Director, Song Yong investment Corp. Director, Miao-wang-lian-xin Corp. |
0 |
41
| Candidate Type |
Name | Education | Experience | Current Positions | Shareholding (unit: share) |
Affiliation |
|---|---|---|---|---|---|---|
| Supervisor | CHING, HU-SHIH | Master of Engineering at National Tsing Hua University |
Council for Economic Planning and Development Adjunct Lecturer, Dept. of Chemical Engineering Feng Chia University Asst. president, UPC Technology Corp. |
Supervisor, MiTAC Holdings Corp. Director, Lien Hwa Director, Lien Hwa Industrial Corp. Director, MiTAC Inc. Director, Pao long International Co., Ltd. Supervisor, Getac Technology Corp. |
47,191,655 | Lien Hwa Industrial Corp. |
42