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Optimax — AGM Information 2022
Jun 29, 2022
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AGM Information
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TWSE : 3051
OPTIMAX TECHNOLOGY CORPORATION
2022 Annual General Shareholders’ Meeting
Meeting Agenda
(Translation)
Date : June 23, 2022
Note to Readers :
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 version shall prevail.
OPTIMAX TECHNOLOGY CORPORATION 2022 Annual General Shareholders' Meetin g
Time : 9:00 a.m., Thursday, June 23, 2022
Place : Southern Tao-Yuan Youth Activity Center
(Located at No. 128, Sec. 1, Yanping Rd., Pingzhen Dist., Taoyuan City)
Meeting Agenda :
The Chairman Calls the Meeting to order
Chairman’s Address
| Chairman’s Address | |
|---|---|
1. Report Items: |
|
| (1) To report the business of 2021....................................................................................... | 2 |
| (2) Audit Committee’s review report.................................................................................. | 2 |
| (3) Report on the capital reduction in 2021 to make up for losses on the implementation | |
| of the sound operation plan and the report on the implementation results ................... | 2 |
| 2.Ratification Matters | |
| (1) To accept 2021 Business Report and Financial Statements ........................................... | 2 |
| (2) To accept the proposal for 2021 appropriation of profit and loss.................................. | 2 |
| 3.Discussion Matters | |
| (1) To approve the amendment to the "Articles of Incorporation"....................................... | 3 |
| (2) To approve the amendment to the " Procedure for Acquisition or Disposal of Assets” | 3 |
| 4.Election Matters | |
| (1) To co-opt Independent Director .................................................................................... | 3 |
| 5.Other Matters | |
| (1) To approve removal of the non-competing duty for directors….................................. | 3 |
| 6. Questions and Motions | 3 |
| 7. Meeting Adjourned | 3 |
| Attachments | |
| (1) Business Report ............................................................................................................ | 4 |
| (2) Audit Committee’s Review Report……………………………………....................... | 6 |
| (3) Report on the capital reduction in 2021 to make up for losses on the implementation | |
| of the sound operation plan and the report on the implementation results ................... | 7 |
| (4) 2021 Individual Financial Statements and Report........................................................ | 8 |
| (5) 2021 Consolidated Financial Statements and Report.................................................... | 17 |
| (6) Comparison table for "Articles of Incorporation" ........................................................ | 26 |
| (7) Comparison table for "Procedure for Acquisition or Disposal of Assets".................... | 27 |
| (8) Candidate List of Independent Director........................................................................ | 29 |
| Appendices | |
| (1) Rules and Procedures for Shareholders' Meeting ......................................................... | 30 |
| (2) Articles of Incorporation (Before amendment) ............................................................ | 32 |
| (3) Procedures for Election of Directors ........................................................................... | 36 |
| (4) Shareholdings of All Directors...................................................................................... | 39 |
1
Report Items
1. To report the business of 2021 Explanation:
The 2021 Business Report is attached hereto as Attachment 1 (page 4).
2. Audit Committee's Review Report
Explanation:
The 2021 Audit Committee’s review report is attached hereto as Attachment 2 (page 6).
3. Report on the Capital Reduction in 2021 to make up for losses on the implementation of the sound operation plan and the report on the implementation results. Explanation:
The report on the Capital Reduction in 2021 to make up for losses on the implementation of the sound
operation plan and the report on the implementation results is attached hereto as Attachment 3 (page 7).
Ratification Matters
1. To accept 2021 Business Report and Financial Statements. (Proposed by the Board of Directors)
Explanation:
-
(1) The 2021 Financial Statements were audited by the independent auditors, Hsin-Liang, Wu and Li-Chen, Peng of BAKER TILLY CLOCK & CO.
-
(2) For the 2021 Independent Auditors' Report, and the 2021 Financial Statements, please refer to Attachments 3~4 (pages 8~25).
-
(3) For the 2021 Business Report, please refer to Attachment 1 (page 4).
Resolution:
2. To accept the proposal for 2021 appropriation of profit and loss. (Proposed by the Board of Directors)
Explanation:
OPTIMAX TECHNOLOGY CORPORATION
2021 Appropriation of profit and loss
| In New Taiwan Dollars Items Amount The initial accumulated deficit Make up item Capital reduction to make up for losses Plus : Other comprehensive profit (loss) (2022 actuarial loss of defined benefit plans) Plus : 2021 net profit Set aside items Less : Legal Reserve (10%) Less : Special reserve(0%) (2,005,320,696) 1,553,323,960 (2,938,106) 809,938,306 35,500,346 0 The end undistributed surplus 319,503,118 |
|
|---|---|
| Chairman:Peter, Chao President:Wilson, Chao Accounting Officer:Zong-Ze, Chen |
Resolution:
2
Discussion Matters
1. To approve the amendment to the Articles of Incorporation. (Proposed by the Board of Directors) Explanation:
-
(1) As provisioned in Article 172-2 of the Company Act, the company proposes to amend the Company’s Articles of Incorporation.
-
(2) Comparison table for Articles of Incorporation, please refer to Attachment 5 (page 26).
Resolution:
2. To approve the amendment to the Procedure for Acquisition or Disposal of Assets. (Proposed by the Board of Directors)
Explanation:
-
(1) According to the regulatory requirements, the company proposes to amend the Procedure for Acquisition or Disposal of Assets.
-
(2) Comparison table for Procedure for Acquisition or Disposal of Assets, please refer to Attachment 6 (page 27).
Resolution:
Election Matters
1. To co-opt Independent Director. (Proposed by the Board of Directors)
Explanation:
-
(1) In compliance with the laws and regulations, an independent director will be elected at this Annual Shareholders’ Meeting. The term of the independent director will start from June 23, 2022 to August 26, 2024.
-
(2) Pursuant to the Article 13 of the Articles of Incorporation, the candidate must be nominated through a nomination process and the director will be elected from the nominated candidate list, please refer to Attachment 7 (page 29).
Voting by Poll:
Other Matters
1. To approve removal of the non-competing duty for director. (Proposed by the Board of Directors) Explanation:
-
(1) As provisioned in Article 209 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the company's business shall explain to the meeting of shareholders the essential contents of such an act and secure its approval".
-
(2) The proposed cancelation of non-competing duty on the candidate of director:
| Position | Name | Participation in Competitive Business |
|---|---|---|
| Independent Director |
Hsin Huang | Owner, HITOFUN LTD. |
Resolution:
Extemporary Motions
Meeting Adjourn
3
【 Attachment 1 】
2021 Business Report
I. 2021 Business Report:
(I) The results of implementation of the business plan
In 2021, due to the steady growth of the panel supply, the polarizer industry has also grown synchronously, and the Metaverse and other VR/AR industry themes are fermenting, resulting in a thriving market for polarizers. In addition to stabilizing customers for TFT-LCD polarizers such as TV and Monitor, the company also continues to increase customers for high-margin products such as TN STN polarizers for industrial computers, automotive dye-based polarizers and iodine-based polarizers to maintain growth. In addition, high-margin products such as polarizers and HUD reflective films for sunglasses and VR/AR products have also been the focus of development in recent years. In 2021, thanks to the efforts of the company's chairman, president and all colleagues, the gross profit reached 24.46%, and the operating profit rate also reached 9.93%, which is really commendable. In terms of non-operating income, rental income decreased from NT$132,336,000 in 2020 to NT$24,452,000 in 2021 due to the disposal of the Plant in Southern Taiwan Science Park. Real estate, plant and equipment impairment reversal benefit of NT$2,869,000, and the Plant in Southern Taiwan Science Park lease contract modification benefit of NT$11,398,000, and exchange benefit of NT$504,000. For non-operating expenses, interest is mostly NT$54,049,000. Losses from disposal of real estate, plant and equipment amounted to NT$7,516,000, and share of losses from subsidiaries, affiliates and joint ventures recognized using the equity method was NT$24,518,000. To sum up, the net profit before tax in 2021 was NT$834,863,000, and the net profit after tax was NT$809,938,000. Looking forward to the future, the company's management team will continue to uphold the management model and the spirit of perseverance and the pursuit of profit maximization, and will continue to expand the market for polarizer products such as sunglasses, vehicle-mounted products and VR/AR to increase profits. In terms of nonoperating income and expenditure, the company has signed a lease contract of Pingzhen No. 2 Factory with a domestic logistics company, and actively repaid bank loans to reduce interest costs to improve financial conditions, and to pursue the company's maximum profit as its goal, in order to live up to the expectations of all shareholders.
(II) Analysis of the budget enforcement, receipts and expenditures, and profitability:
| (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: | (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: |
|---|---|---|---|---|---|---|
| In Thousands of New Taiwan Dollars;% | ||||||
| Item | 2021 | % | 2020 | % | Amount of increase/ decrease |
% |
| Operatingrevenue | 3,191,831 | 100.00 | 2,417,836 | 100.00 | 773,995 | 32.01 |
| Operating grossprofit | 780,838 | 24.46 | 445,622 | 18.42 | 335,216 | 75.22 |
| Operatingnetprofit | 316,831 | 9.93 | 118,443 | 4.90 | 198,388 | 167.50 |
| Annual netprofit(loss) | 834,863 | 26.16 | 31,198 | 1.29 | 803,665 | 2,576.01 |
| Annual netprofit(loss)of tax | 809,938 | 25.38 | 16,464 | 0.68 | 793,474 | 4,819.45 |
Turnover in 2021 increased by NT$773,995,000 compared to 2021, and gross profit margin increased from 18.43% in 2020 to 24.46% in 2021, mainly due to a better product mix and new automotive product customers. In terms of business women's use, sales expenses increased by NT$56,475,000 compared with 2010, mainly due to the increase of commission expenses by NT$24,233,000, export expenses by NT$19,921,000, and labor management by NT$6,726,000. R&D expenses increased by NT$3,157,000 compared to 2020, mainly due to the increase of NT$1,926,000 in water, electricity and gas costs, and the increase of NT$4,063,000 in commissioned research projects. The expected credit impairment losses increased by NT$76,221,000 compared with 2020, mainly due to the large increase in overdue accounts of some customers. To sum up, the overall sales in 2021 increased by NT$136,828,000 compared with 2020. In terms of non-operating income and expenditure in 2021, the net income increased by NT$629,795,000 compared with 2020, mainly due to the benefits of disposal of the Plant in Southern Taiwan Science Park by NT$522,291,000, lease modification benefits of NT$11,398,000, and other income-others increased NT$53,908,000. Based on the above reasons, the net profit after tax in 2021 increased by NT$793,474,000 compared with 2020.
4
| Item | 2021 | 2020 | |
|---|---|---|---|
| Analysis of financial Structure |
Debt to asset ratio(%) | 57.70 | 85.86 |
| Long-term fund to real estate, factory, and Equipment ratio(%) |
181.80 | 332.22 | |
| Analysis of debt-paying structure |
Current Ratio(%) | 232.73 | 362.58 |
| Quick Ratio(%) | 108.54 | 296.22 | |
| Analysis of profitability | ROA(%) | 12.53 | 1.32 |
| ROE(%) | 49.39 | 1.32 | |
| Netprofit(loss)ratio(%) | 25.37 | 0.68 | |
| Basic earningsper share(NT$) | 4.76 | 0.10 |
(III) Status of production and R&D
The development direction is mainly on vehicle-mounted products, VR, sunglasses and cost reduction. Therefore, the part of vehicle-mounted products will focus on improving reliability and viewing angle to meet the increasing reliability requirements of customers; the cost reduction part will target the localization of materials, such as PVA, TAC and PSA materials.
The development direction of each product as follows:
-
In the development of large-size TV/MNT products, in response to the regular price reduction needs of customers, it is necessary to evaluate cheap materials. In addition, the waterproof materials, such as PET and PMMA will also be aggressively evaluated.
-
In the application of small and medium-sized, the dye-based polarizers, besides the original industrial control products, such as electricity meters, the automobile instruments and displays have also developed corresponding polarizers. In the vehicle-mounted plarizers, how to improve the reliability (from the original guaranteed 95 degrees to 105 degrees) and how to match the customer panel design to improve the viewing angle to meet the specifications of European OEM5.1 version are the key points of development in the future.
-
For the sunglasses ploarizers, we will continue to develop new products in response to customer needs.
-
For the surface self-coated products, mainly made of AG with high unit price and high precision.
II. Future planning
(I) The principle of operation and policy of production and sale
-
The principle of stable operation, stable quality and rise yield to reduce costs.
-
Repay long-term and short-term bank loans to reduce interest expenses.
-
Concentrate resources on the development of high-margin polarizer products, such as high weather resistant vehicle-mounted applications and thinner polarizers, as well as polarizers for VR products.
-
Revitalize idle assets, lease and dispose of related equipment in Pingzhen No. 2 Plant.
(II) The Company's future strategy of development
-
Develop important clients to increase the company's revenue, such as LCD panel manufacturers in Chinese Mainland.
-
Do not compete in the low-margin market, and strive to muscle for the niche market with high gross
-
profit and high cash inflow.
-
Fully develop polarizers for high weather resistant vehicle-mounted and VR/AR products, in addition to the sunglasses ploarizers.
-
Continue to develop new clients in Taiwan, Chinese Mainland, Japan and South Korea.
Chairman Peter, Chao President Wilson, Chao Accounting Officer Zong-Ze, Chen
5
【 Attachment 2 】
Audit Committee's Review Report
The Board of Directors has made and reported the Company's 2021 financial statement, the business report, and the proposal of appropriation of profit and loss. The Audit Committee found no discrepancy between the reported documents and facts after verifying. The Audit Committee hereby produced and sent forth the report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To: Optimax Technology Corporation 2022 Annual General Meeting.
Chairman of the Audit Committee Ted, Kuo March 24, 2022
6
【 Attachment 3 】
Report on the capital reduction in 2021 to make up for losses on the implementation of the sound operation plan and the report on the implementation results
- Reasons for capital reduction: to make up for the accumulated losses in the previous years and to improve the financial structure.
Control measures for the implementation of the operation plan:
-
Continue to develop new products to increase gross profit.
-
The merger of the production lines of second Plants in order to concentrate resources and reduce operating costs.
-
Continue to revitalize idle assets, such as the lease of the Pingzhen #2 Factory.
-
Strengthen the control of five major cash expenses.
Implementation results:
-
Continuously develop new products as follows:
-
(1) New product development: vehicle dyes, iodine-based polarizers, the revenue in 2020 accounted for about 16.9% of the total revenue, the average monthly revenue was about NT$34 million, and the revenue in 2021 accounted for about 24.2% of the total revenue. The average monthly turnover is about NT$64 million.
-
(2) VR/AR product development: the revenue of about NT$31.25 million, monthly average of about NT$2.6 million in 2021.
-
Relocation of the production line of the Pingzhen #2 Factory:
It has been planned to relocate the #2 factory to the #1 and #3 factories, including offices and production lines. The relocation of the production line is helpful for the centralized management of resources to reduce the production cost. For example, the electricity cost of the #2 factory in 2021 is about NT$1 million, after the relocation, the monthly saving is about NT$500,000, and the depreciation expense is saved about NT$1 million per month.
- Continue to activate idle assets:
In 2021, the interests of the Plant in Southern Taiwan Science Park were punished by about NT$522 million. The R&D building of the Pingzhen factory has been rented out at a monthly rent of NT$500,000 (tax included), and the #2 factory has also been rented out with a monthly rent of about NT$3.77 million (tax included) for a five-year lease term.
- Continue to activate idle assets:
The five major cash expenses will be about NT$79 million at the lowest point in 2021, and will not exceed NT$100 million at the highest point. While increasing operating gross profit, it also reduces operating expenses.
7
【 Attachment 4 】
Independent Auditors’ Report
To the Board of Directors of Optimax Technology Corporation:
Opinion
We have audited the individual financial statements of Optimax Technology Corporation (“the Company”), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2021 and 2020, and notes to the individual financial statements including a summary of significant accounting policies.
In our opinion, the accompanying individual financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for each of 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 by following the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Individual Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audits report of other independent accountants, 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 2021 Individual Financial Statements of Optimax Technology Corporation. These matters were addressed in the context of our audit of the Individual Financial Statements as a whole and in forming our opinion thereon. We do not provide a separate opinion on these matters individually. The accountant's judgment should communicate the key audit matters on the audit report as follows:
1. Inventory Valuation
For the accounting policies of inventories, please refer to Note 4 (5) of the Individual Financial Statements; For the accounting estimates of the inventory evaluation and the description of the uncertainty of the assumptions, please refer to Note 5 of the Individual Financial Statements; For the description of important accounting items in inventories, please refer to Note 6 (6) of the Individual Financial Statements.
The main business item of Optimax Technology Corporation is the manufacture and sales of polarizers. Because the inventory is easily affected by the market demand of the products used and the yield rate of the production process, resulting in sluggish or falling prices, so the inventory evaluation is listed as one of the key audit matters.
Our audit procedures performed in respect of the above area included the following:
8
-
(1) Check the inventory age report and analyze the changes of inventory age in each period.
-
(2) Evaluate the rationality of accounting policies, such as inventory depreciation or sluggish withdrawal policies.
-
(3) Assess whether the valuation of inventories has been in accordance with the company's established accounting policies.
-
(4) Obtain the report of the net realizable value of inventories on the end of the financial reporting period, the selling price of goods or the purchase price used to check the net realizable value, and other data sources, and recalculate the accrued inventory allowance to offset the loss in value to confirm such data. The performance of accounting estimates is consistent with its policies.
-
(5) Understand the process of inventory management, review its annual inventory plan and participate in annual inventory, and check inventory details to evaluate the effectiveness of management in distinguishing and controlling obsolete inventory.
2. Impairment assessment of Property, plant and equipment
For the accounting policy of asset impairment, please refer to Note 4 (10) of the Individual Financial Statements; For the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 5 of the Individual Financial Statements; For the description of important accounting items in Property, plant and equipment, please refer to Note 6 (9) of the Individual Financial Statements.
Optimax Technology Corporation is a highly capitalized industry and is facing the interference of various factors such as the economic environment and industry competition; due to the assessment of impairment of Property, plant and equipment, it is necessary to estimate and discount the future cash flow to estimate the recoverable amount and other processes, which are inherently highly uncertain, so the assessment of impairment of Property, plant and equipment is one of the key audit matters.
Our audit procedures performed in respect of the above area included the following:
-
(1) Understand the relevant policies and procedures for impairment assessment, and assess the rationality of the management to identify the cash-generating units that may be impaired.
-
(2) Regarding the recoverable amount of the independent assessment report issued by a third party appointed by Optimax Technology Corporation, examine the reasonableness of the relevant assumptions, and assess the qualification and independence of the appraiser.
The Management's Responsibility and Governing Body of the Individual Financial Statements
It is the management's responsibility to fairly present the Individual Financial Statements in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," and to maintain internal controls which are necessary for the preparation of the Individual Financial Statements so as to avoid material misstatements due to fraud or errors therein.
In preparing for the individual financial statement, responsibilities of the management also included assessment of the capacity to continue operation, disclosure of related matters and the accounting approaches to be adopted when the Company continues to operate unless the management intends to liquidate or suspend
9
the business of Optimax Technology Corporation if there was not any other option except liquidation or suspension of the Company's business.
The governing bodies of Optimax Technology Corporation (including the Audit Committee) have the responsibility to oversee the process by which the financial statements are prepared.
The Accountants' Responsibilities in Auditing the Individual Financial Statements
Our objectives are to obtain reasonable assurance on whether the Individual Financial Statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. "Reasonable assurance" refers to high level of assurance. Nevertheless, our audit, which was carried out in accordance with the generally accepted auditing standards, does not guarantee that a material misstatement(s) will be detected in the Individual Financial Statements. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Individual Financial Statements. We have utilized our professional judgment and maintained professional skepticism when exercising auditing work in accordance with the generally accepted auditing standards. We also:
-
Identified and evaluated the risk of a material misstatement(s) due to fraud or errors in the Individual Financial Statements; designed and carried out appropriate countermeasures for the assessed risks; and obtained sufficient and appropriate evidence as the basis for the audit report. The risk of not detecting a significant 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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Acquired necessary understanding of internal controls pertaining to the audit in order to develop audit procedures appropriate under the circumstances. Nevertheless, the purpose of such understanding is not to provide any opinion on the effectiveness of the internal controls of Optimax Technology Corporation.
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Assess the appropriateness of the accounting policies adopted by the management level, as well as the reasonableness of their accounting estimates and relevant disclosures.
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Concluded, based on the audit evidence acquired, on the appropriateness of the management's use of the going-concern basis of accounting, and determined whether a material uncertainty exists where events or conditions that might cast significant doubt on the ability of Optimax Technology Corporation to continue as going concerns. If we believe there are events or conditions indicating the existence of a material uncertainty, we are required to remind the users of the Individual Financial Statements in our audit report of the relevant disclosures therein, or to amend our audit opinion when any inappropriate disclosure was found. Our conclusion is based on the audit evidence acquired as of the date of the audit report. However, future events or conditions may cause Optimax Technology Corporation to cease to continue as a going concern. However, future events or conditions may cause Optimax Technology Corporation to cease to continue as a going concern.
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Evaluated the overall presentation, structure, and content of the Individual Financial Statements (including the related notes), and determined whether the Individual Financial Statements present related transactions and events fairly.
-
- Acquire sufficient and appropriate audit evidence for the financial information of the investee company that adopts the equity method to express opinions on Individual Financial Statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion on Optimax Technology Corporation.
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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 provided governing bodies with a declaration that we had complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that might possibly be deemed to impair our independence (including relevant preventive measures).
From the matters communicated with those charged with governance, we determined the key audit matters of the Individual Financial Statements of Optimax Technology Corporation of 2021. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communications.
BAKER TILLY CLOCK & CO. Taiwan (Republic of China) March 24, 2022
The accompanying financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to review such financial statements are those generally accepted and applied in the Republic of China. The independent auditors’ review report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chinese-language independent auditors’ review report and financial statements shall prevail.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OPTIMAX TECHNOLOGY CORPORATION
Individual Balance Sheets December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2021 December 31, 2020 |
|---|---|
| Amount % Amount % |
|
| Current assets Cash Current financial assets at amortized cost Accounts receivable, net Accounts receivable – related parties Other receivables Current inventories Prepayments Non-current assets or disposal groups classified as held for sale, net Other current financial assets Other current assets |
$ 68,133 1 162,114 2 53,500 1 35,800 - 722,760 15 770,909 9 35,444 1 - - 186,486 4 305,274 3 1,164,761 25 957,134 11 31,137 1 44,988 1 - - 3,106,341 36 66,289 1 79 - 2,227 - 1,698 - |
| Total current assets | 2,330,737 49 5,384,337 62 |
| Noncurrent assets Non-current financial assets at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Deferred tax assets Other non-current financial assets Other non-current assets |
20,000 - - - 72,835 1 106,299 1 2,124,887 45 2,210,231 25 4,428 - 6,586 - 31,117 1 693,783 8 137,040 3 161,976 2 18,737 - 180,393 2 29,196 1 7,429 - |
| Total non-current assets | 2,438,240 51 3,366,697 38 |
| Total Assets |
$ 4,768,977 100 8,751,034 100 |
| Liabilities and Stockholders’ Equity Current liabilities Short-term loans Accounts payable Other payables Current provisions Current lease liabilities Current Portion of Long-term Debt Current refund liabilities Other current liabilities |
$ 602,478 13 702,290 8 138,037 3 178,237 2 148,115 3 280,702 3 15,436 - 13,906 - 3,235 - 18,753 - - - 111,957 1 12,257 - 7,775 - 14,825 - 120,860 2 |
| Total current liabilities | 934,383 19 1,434,480 16 |
| Noncurrent liabilities Long-term borrowings Deferred tax liabilities Non-current lease liabilities Non-current net defined benefit liability |
1,790,000 38 5,366,681 62 795 - 147 - 1,277 - 693,008 8 8,525 - 11,355 - |
| Total non-current liabilities | 1,800,597 38 6,071,191 70 |
| Total liabilities | 2,734,980 57 7,505,671 86 |
| Equity Common stock Retained earnings :Unappropriated retained earnings (accumulated deficit) Other components of equity |
1,700,000 36 3,253,324 37 355,003 7 (2,005,321) (23) (21,006) - (2,640) - |
| Total equity | 2,033,997 43 1,245,363 14 |
| Total liabilities and equity |
$ 4,768,977 100 8,751,034 100 |
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION
Individual Statements of Comprehensive Income For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| Total operating revenue Total operatingcosts |
2021 Amount % |
2020 Amount % |
|---|---|---|
| $ 3,191,831 100 (2,410,988) (75) |
2,416,667 100 (1,972,149) (82) |
|
| Gross profit from operations | 780,843 25 |
444,518 18 |
| Operating expenses Selling expenses Administrative expenses Research and development expenses Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 |
(162,677) (5) (140,940) (4) (54,927) (2) (84,937) (3) |
(112,470) (5) (139,259) (6) (51,788) (2) (9,336) - |
| Total operating expenses | (443,481) (14) | (312,853) (13) |
| Net operating income | 337,362 11 |
131,665 5 |
| Non-operating income and loss Interest income 177 -Other income 52,851 2 Other gains and losses – net 498,612 16 Finance costs (54,049) (2) Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 15,667 -Share of profit (loss) of subsidiaries accounted for usingequitymethod (15,757) (1) |
409-92,727 4 (67,437) (3) (126,583) (5) (21,207) (1) 21,624 1 |
|
| Total non-operating income and expenses 497,501 15 |
(100,467) (4) |
|
| Profit from continuing operations before tax 834,863 26 Total tax expense (income) (24,925) (1) |
31,198 1 (14,734) (1) |
|
| Net Income 809,938 25 |
16,464- |
|
| Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss Remeasurement of defined benefit obligations (2,938) -Unrealised gains (losses) from subsidiaries accounted for using equity method in equity instruments measured at fair value through other comprehensive income (16,891) (1) Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translating the financial statements of foreign operations (816) -Income tax related to components of other comprehensive income that will be reclassified toprofit or loss (659) - |
(4,209)---(1,872) -375 - |
|
| Other comprehensive income(loss), net of tax (21,304) (1) |
(5,706)- |
|
| Total comprehensive income $ 788,634 24 |
10,758- |
|
| Earnings per share Basic earnings per share $ 4.76 |
0.10 |
13
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION
Individual Statements of Changes in Equity For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Accounting Title Common stock Undistributed surplus (Accumulated deficit) |
Other components of equity Total equity Foreign Currency Translation differences Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
|---|---|
| For the year ended January 1, 2020 $ 3,253,324 $ (2,017,576) |
$ (1,136) $ (7) $ 1,234,605 |
Consolidated net price (loss))-16,464 Other comprehensive income (loss) -(4,209) Total comprehensive income (loss) -12,255 |
--16,464 (1,497) -(5,706) (1,497) -10,758 |
| For the year ended December 31,2020 $ 3,253,324 $ (2,005,321) |
$ (2,633) $ (7) $ 1,245,363 |
| For the year ended January 1, 2021 $ 3,253,324 $ (2,005,321) |
$ (2,633) $ (7) $ 1,245,363 |
Net Income-809,938 Other comprehensive income(loss) -(2,938) Total comprehensive income (loss) -807,000 Capital reduction for cover accumulated deficits (1,553,324) 1,553,324 |
--809,938 (1,475) (16,891) (21,304) (1,475) (16,891) 788,634 --- |
| Balance at December 31, 2021 $ 1,700,000 $ 355,003 |
$ (4,108) $ (16,898) $ 2,033,997 |
15
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OPTIMAX TECHNOLOGY CORPORATION
Individual Statements of Cash Flows For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
Cash flows from operating activities:Income before income tax |
2020 2019 |
|---|---|
| $ 834,863 31,198 |
|
| Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Share of loss (profit) of subsidiaries accounted for using equity method Loss on disposal of property, plan and equipment Loss on disposal of investment properties Gain on disposal of non-current assets classified as held for sale Reversal of impairment loss on non-financial assets Unrealized foreign exchange loss Lease liabilities transferred to other income Accumulated exchange differences classified to exchange loss (gain) on disposal of foreign operation Lease modification benefit Changes in operating assets and liabilities :Decrease (increase) in accounts receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Increase (decrease) in accounts payable Increase (decrease) in other payable Increase (decrease) in Provisions Increase (decrease) in other current liabilities Increase (decrease) in net defined benefit liability Cash generated from operation Cash received from interest income Cash paid for interest Income taxes refunded |
76,511 235,369 173 989 69,270 30,543 54,049 126,583 (177) (409) 15,757 (21,624) 7,516 14,513 - 15 (522,291) (50,607) (2,468) (153,823) 4,186 17,571 - (2,806) - (2,735) (11,398) - (68,247) (143,230) 130,457 (24,166) (207,627) 19,048 13,926 (33,913) (590) 6,133 (38,027) 39,773 (130,375) 140,950 1,530 - (17,824) 78,563 (5,768) (4,282) $203,446 $303,653 174 418 (57,278) (127,099) 83 18 |
| Net cashprovided byoperatingactivities | 146,425 176,990 |
Cash flows from investing activities:Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortized cost Acquisition of non-current assets as held for sale Proceeds from disposal of non-current assets as held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of investment properties Decrease (increase) in other financial assets Increase in other non-current assets |
(20,000) - (50,000) (4,000) 32,300 10,509 (1,677) - 3,553,610 55,905 (17,647) (7,556) 1,962 4,655 - (5,185) 95,446 (50,644) (27,040) (3,142) |
| Net cash used in investingactivities | 3,566,954 542 |
Cash flows from financing activities:Increase (decrease) in short-term loans Payments of long-term debt Repayments of long-term debt Increase in guarantee deposits received Decrease in guarantee deposits received Payments of lease liabilities |
(93,647) 46,725 1,790,000 - (5,478,638) (350,434) 3,000 192 (11,729) (438) (3,949) (15,753) |
| Net cash flows from(used in)financingactivities | (3,794,963) (319,708) |
| Effect of change rate changes on cash and cash equivalents | (12,397) (15,745) |
| Net decrease (increase) in cash and cash equivalents Cash and cash equivalents at beginningofperiod |
(93,981) (157,921) 162,114 320,035 |
| Cash and cash equivalents at end ofperiod | $ $68,133 162,114 |
16
【 Attachment 5 】
Independent Auditors’ Report
To the Board of Directors of Optimax Technology Corporation:
Opinion
We have audited the accompanying consolidated balance sheets of Optimax Technology Corporation and its subsidiaries (the “Group”) as at December 31, 2021, and 2020, and the related consolidated statements of comprehensive income, of changes in equity and cash flows for the years, then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and others explanatory information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Optimax Technology Corporation and its subsidiaries as at December 31, 2021, and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended by following the “Regulations Governing the Preparation of Financial Reports by Securities issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretation as endorsed by the Financial Supervisory Commission.
Basis for Opinion
We conducted our audits by following the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audits report of other independent accountants, 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 2021 Consolidated Financial Statements of Optimax Technology Corporation and its subsidiaries. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon. We do not provide a separate opinion on these matters individually. The accountant's judgment should communicate the key audit matters on the audit report as follows:
1. Inventory Valuation
For the accounting policies of inventories, please refer to Note 4 (6) of the Consolidated Financial Statements; For the accounting estimates of the inventory evaluation and the description of the uncertainty of the assumptions, please refer to Note 5 of the Consolidated Financial Statements; For the description of important accounting items in inventories, please refer to Note 6 (6) of the Consolidated Financial Statements.
The main business item of Optimax Technology Corporation and its subsidiaries are the manufacture and sales of polarizers. Because the inventory is easily affected by the market demand of the products used and the yield rate of the production process, resulting in sluggish or falling prices, so the inventory evaluation is listed as one of the key audit matters.
17
Our audit procedures performed in respect of the above area included the following:
-
(1) Check the inventory age report and analyze the changes of inventory age in each period.
-
(2) Evaluate the rationality of accounting policies, such as inventory depreciation or sluggish withdrawal policies.
-
(3) Assess whether the valuation of inventories has been in accordance with the company's established accounting policies.
-
(4) Obtain the report of the net realizable value of inventories on the end of the financial reporting period, the selling price of goods or the purchase price used to check the net realizable value, and other data sources, and recalculate the accrued inventory allowance to offset the loss in value to confirm such data. The performance of accounting estimates is consistent with its policies.
-
(5) Understand the process of inventory management, review its annual inventory plan and participate in annual inventory, and check inventory details to evaluate the effectiveness of management in distinguishing and controlling obsolete inventory.
2. Impairment assessment of Property, plant and equipment
For the accounting policy of asset impairment, please refer to Note 4 (11) of the Consolidated Financial Statements; For the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 5 of the Consolidated Financial Statements; For the description of important accounting items in Property, plant and equipment, please refer to Note 6 (9) of the Consolidated Financial Statements.
Optimax Technology Corporation is a highly capitalized industry and is facing the interference of various factors such as the economic environment and industry competition; due to the assessment of impairment of Property, plant and equipment, it is necessary to estimate and discount the future cash flow to estimate the recoverable amount and other processes, which are inherently highly uncertain, so the assessment of impairment of Property, plant and equipment is one of the key audit matters.
Our audit procedures performed in respect of the above area included the following:
-
(1) Understand the relevant policies and procedures for impairment assessment, and assess the rationality of the management to identify the cash-generating units that may be impaired.
-
(2) Regarding the recoverable amount of the independent assessment report issued by a third party appointed by Optimax Technology Corporation and its subsidiaries, examine the reasonableness of the relevant assumptions, and assess the qualification and independence of the appraiser.
─ Other Matters Individual Financial Reports
Optimax Technology Corporation has edited the Individual Financial Report in year 2021 and 2020, and the accountant and issued by this audit report expressed an unqualified opinion and an opinion of emphasis on matters paragraph on file for reference.
18
The Management's Responsibility and Governing Body of the Consolidated Financial Statements
It is the management's responsibility to fairly present the Consolidated Financial Statements in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," and to maintain internal controls which are necessary for the preparation of the Consolidated Financial Statements so as to avoid material misstatements due to fraud or errors therein.
In preparing for the consolidated financial statement, responsibilities of the management also included assessment of the capacity to continue operation, disclosure of related matters and the accounting approaches to be adopted when the Company continues to operate unless the management intends to liquidate or suspend the business of Optimax Technology Corporation and its subsidiaries if there was not any other option except liquidation or suspension of the Company's business.
The governing bodies of Optimax Technology Corporation and its subsidiaries (including the Audit Committee) have the responsibility to oversee the process by which the financial statements are prepared.
The Accountants' Responsibilities in Auditing the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance on whether the Consolidated Financial Statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. "Reasonable assurance" refers to high level of assurance. Nevertheless, our audit, which was carried out in accordance with the generally accepted auditing standards, does not guarantee that a material misstatement(s) will be detected in the Consolidated Financial Statements. Misstatements can arise from fraud or error. Misstatements 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.
We have utilized our professional judgment and maintained professional skepticism when exercising auditing work in accordance with the generally accepted auditing standards. We also:
-
Identified and evaluated the risk of a material misstatement(s) due to fraud or errors in the Consolidated Financial Statements; designed and carried out appropriate countermeasures for the assessed risks; and obtained sufficient and appropriate evidence as the basis for the audit report. The risk of not detecting a significant 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.
-
Acquired necessary understanding of internal controls pertaining to the audit in order to develop audit procedures appropriate under the circumstances. Nevertheless, the purpose of such understanding is not to provide any opinion on the effectiveness of the internal controls of Optimax Technology Corporation and its subsidiaries.
-
Assess the appropriateness of the accounting policies adopted by the management level, as well as the reasonableness of their accounting estimates and relevant disclosures.
-
Concluded, based on the audit evidence acquired, on the appropriateness of the management's use of the going-concern basis of accounting, and determined whether a material uncertainty exists where events or conditions that might cast significant doubt on the ability of Optimax Technology Corporation and its subsidiaries to continue as going concerns. If we believe there are events or conditions indicating the existence of a material uncertainty, we are required to remind the users of the Consolidated Financial Statements in our audit report of the relevant disclosures therein, or to amend our audit opinion when any inappropriate disclosure was found. Our conclusion is based on the audit evidence acquired as of the date of
19
the audit report. However, future events or conditions may cause Optimax Technology Corporation and its subsidiaries to cease to continue as a going concern. However, future events or conditions may cause Optimax Technology Corporation and its subsidiaries to cease to continue as a going concern.
-
Evaluated the overall presentation, structure, and content of the Consolidated Financial Statements (including the related notes), and determined whether the Consolidated Financial Statements present related transactions and events fairly.
-
Acquire sufficient and appropriate audit evidence for the financial information of the investee company that adopts the equity method to express opinions on Consolidated Financial Statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion on Optimax Technology Corporation and its subsidiaries.
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 provided governing bodies with a declaration that we had complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that might possibly be deemed to impair our independence (including relevant preventive measures).
From the matters communicated with those charged with governance, we determined the key audit matters of the Consolidated Financial Statements of Optimax Technology Corporation and its subsidiaries of 2021. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communications.
BAKER TILLY CLOCK & CO. Taiwan (Republic of China) March 24, 2022
The accompanying financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to review such financial statements are those generally accepted and applied in the Republic of China. The independent auditors’ review report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chineselanguage independent auditors’ review report and financial statements shall prevail.
20
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| December 31, 2021 December 31, 2020 |
|
|---|---|
| Amount % Amount % |
|
| Assets Current assets Cash Current financial assets at amortized cost Accounts receivable, net Accounts receivable – related parties Other receivables Current inventories Prepayments Non-current assets or disposal groups classified as held for sale, net Other current financial assets Othercurrent assets |
$ 70,170 1 172,404 2 54,803 1 64,577 1 722,760 15 770,909 9 35,444 1 --36,177 1 148,586 2 1,164,761 24 957,134 11 31,659 1 45,674 ---3,106,341 35 66,289 1 79 -2,227 -1,698 - |
| Totalcurrent assets | 2,184,290 45 5,267,402 60 |
| Non-current assets Non-current financial assets at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Deferred tax assets Other non-current financial assets Other non-current assets |
29,847 1 26,262 -9,531 ---2,128,815 44 2,213,910 25 4,428 -6,586 -267,004 6 943,994 11 137,040 3 161,976 2 18,737 -180,393 2 29,214 1 7,443 - |
| Total non-current assets | 2,624,616 55 3,540,564 40 |
| Total Assets |
$ 4,808,906 100 8,807,966 100 |
| Liabilities and equity Current liabilities Short-term loans Accounts payable Other payables Current provisions Current lease liabilities Current Portion of Long-term Debt Current refund liabilities Othercurrent liabilities |
602,478 13 711,044 8 138,112 3 181,170 2 151,771 4 282,448 3 15,436 -13,906 -3,235 -18,753 ---111,957 1 12,257 -7,775 -15,258 -125,676 2 |
| Totalcurrent liabilities | 938,547 20 1,452,729 16 |
| Non-current liabilities Long-term borrowings Deferred tax liabilities Non-current lease liabilities Non-current net defined benefit liability Other non-current liabilities |
1,790,000 37 5,366,681 61 795 -147 -1,277 -693,008 8 8,525 -11,355 -35,765 1 38,683 1 |
| Total non-current liabilities | 1,836,362 38 6,109,874 70 |
| Total liabilities |
$ 2,774,909 58 7,562,603 86 |
| Equity Common stock Retained earnings Unappropriated retained earnings (accumulated deficit) Other components of equity |
1,700,000 35 3,253,324 37 355,003 7 (2,005,321) (23) (21,006) -(2,640) - |
| Equityattributable to owners ofparent | 2,033,997 42 1,245,363 14 |
| Total equity | 2,033,997 42 1,245,363 14 |
| Total liabilities and equity | $ 4,808,906 100 8,807,966 100 |
21
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| Amount % |
Amount % |
|
|---|---|---|
| $ 3,191,831 100 (2,410,993) (75) |
$ 2,417,836 100 (1,972,214) (82) |
|
| Grossprofit from operations | 780,838 25 |
445,622 18 |
| Operating expenses Selling expenses Administrative expenses Research and development expenses Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 |
(175,780) (5) (148,344) (5) (54,946) (2) (84,937) (3) |
(119,305) (5) (147,370) (6) (51,788) (2) (8,716) - |
| Total operatingexpenses | (464,007) (15) | (327,179) (13) |
| Net operatingincome | 316,831 10 |
118,443 5 |
| Non-operating income and loss Interest income 436 -Other income 78,360 3 Other gains and losses 502,136 16 Finance costs (54,049) (2) Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 15,667 -Share of profit (loss) of Associates & Joint Venturesaccountedforusing equitymethod (24,518) (1) |
557-117,536 5 (57,548) (2) (126,583) (5) (21,207) (1) -- |
|
| Total non-operatingincome and expenses 518,032 16 |
(87,245) (3) |
|
| Profit (loss) from continuing operations before tax 834,863 26 Total tax expense(income) (24,925) (1) |
31,198 2 (14,734) (1) |
|
| Net Income 809,938 25 |
16,464 1 |
|
| Other comprehensive income Items that will not be reclassified to profit or loss Remeasurements of the defined benefit plan (2,938) -Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (16,206) (1) Unrealised gains (losses) from Associates & Joint Ventures accounted for using equity method in equity instruments measured at fair value through other comprehensive income (685) -Items that may be reclassified subsequently to profit or loss Exchange differences on translating the financial statements of foreign operations (816) -Income tax related to components of other comprehensive income that will be reclassified toprofit or loss (659) - |
(4,209)-----(1,872) -375 - |
|
| Other comprehensive income,net of tax (21,304) (1) |
(5,706)- |
|
| Total comprehensive income $ 788,634 24 |
$ 10,758 1 |
|
| Profit (loss), attributable to: Profit(loss),attributable to owners ofparent $ 809,938 25 |
$ 16,464 1 |
|
| Total comprehensive income attributable to: Profit(loss),attributable to owners ofparent $ 788,634 24 |
$ 10,758 1 |
|
| Earnings per share Basic earningsper share $ 4.76 |
$ 0.10 |
22
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| (Expressed in Thousands of New Taiwan Dollars) | (Expressed in Thousands of New Taiwan Dollars) | |
|---|---|---|
| Accounting Title | Equity attributable to owners of theparent Common stock Undistributed surplus Accumulated deficit Other components of equity Total equity Foreign Currency Translation differences Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
|
| Other components of equity Total equity Foreign Currency Translation differences Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
||
| For the year ended January 1, 2020 $ 3,253,324 $ (2,017,576) |
$ (1,136) $ (7) $ 1,234,605 |
|
Consolidated net price (loss))-16,464 Other comprehensive income (loss) -(4,209) Total comprehensive income (loss) -12,255 |
--16,464 (1,497) -(5,706) (1,497) -10,758 |
|
| For the year ended December 31,2020 $ 3,253,324 $ (2,005,321) |
$ (2,633) $ (7) $ 1,245,363 |
|
| For the year ended January 1, 2021 $ 3,253,324 $ (2,005,321) |
$ (2,633) $ (7) $ 1,245,363 |
|
Net Income-809,938 Other comprehensive income(loss) -(2,938) Total comprehensive income (loss) -807,000 Capital reduction for cover accumulated deficits (1,553,324) 1,553,324 |
--809,938 (1,475) (16,891) (21,304) (1,475) (16,891) 788,634 --- |
|
| Balance at December 31, 2021 $ 1,700,000 $ 355,003 |
$ (4,108) $ (16,898) $ 2,033,997 |
24
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
Cash flows from operating activities:Income before income tax |
2021 2020 |
|
|---|---|---|
| $ | 834,863 31,198 |
|
| Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss Interest expense Interest income Loss (gain) on disposal of property, plan and equipment Share of profit (loss) of Associates & Joint Ventures accounted for using equity method Loss on disposal of investment properties Loss on disposal of non-current assets classified as held for sale Reversal of impairment loss on non-financial assets Unrealized foreign exchange loss (gain) Deferred income transferred to income Lease liabilities transferred to other income Accumulated exchange differences classified to exchange loss (gain) on disposal of foreign operation Lease modification benefit Changes in operating assets and liabilities :Decrease (increase) in accounts receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Increase (decrease) in accounts payable Increase (decrease) in other payable Increase (decrease) in Provisions Increase (decrease) in other current liabilities Increase (decrease) in net defined benefit liability Cash generated from operation Cash received from interest income Cash paid for interest Income taxes refunded |
89,064 248,438 173 989 69,270 29,923 54,049 126,583 (436) (557) 24,518 - 7,516 15,180 - 94 (522,291) (50,607) (2,869) (153,385) (440) 15,435 (2,625) (2,589) - (2,806) - (2,735) (11,398) - (68,247) (39,426) 128,644 (136,100) (207,627) 19,048 14,086 (33,984) (590) 6,133 (40,885) 39,595 (128,465) 139,237 1,530 - (22,170) 83,379 (5,768) (4,282) 209,902 328,761 433 566 (57,278) (127,099) 83 18 |
|
| Net cash provided by operating activities |
$ | 153,140 202,246 |
Cash flows from investing activities:Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Acquisition of Investments accounted for using equity method Acquisition of disposal of non-current assets classified as held for sale Proceeds from disposal of non-current assets classified as held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of investment properties Decrease (Increase) in other financial assets Increaseinother non-current assets |
(20,000) - (74,096) (39,592) 83,653 17,324 (34,752) - (1,677) - 3,553,610 55,905 (17,647) (7,556) 1,962 5,061 - (5,185) 95,446 (50,644) (27,044) (3,142) |
|
| Net cash used in investing activities $ |
3,559,455 (27,829) |
|
Cash flows from financing activities:Increase in short-term loans Payments of long-term debt Repayments of long-term debt Increase in guarantee deposits received Decrease in guarantee deposits received Payments of lease liabilities |
(102,335) 46,725 1,790,000 - (5,478,638) (350,434) 3,000 192 (11,729) (438) (3,949) (15,753) |
|
| Net cash flowsfrom(usedin)financing activities $ |
(3,803,651) (319,708) |
|
| Effect of change rate changes on cash and cash equivalents Net decrease (increase) in cash and cash equivalents Cash and cash equivalents at beginning of period |
(11,178) (19,453) (102,234) (164,744) 172,404 337,148 |
|
| Cashand cashequivalents at end ofperiod $ |
$70,170 $172,404 |
25
【 Attachment 6 】
Comparison table for Articles of Incorporation before and after the amendment
| After amendment | Before amendment | Reason of |
|---|---|---|
| amendment | ||
| Article8 Notices which clearly state the purpose(s) for convening meeting shall be sent to each shareholder at least thirty (30) days in advance, in case of general meetings, and at least fifteen (15) days in advance, in case of extraordinary meetings. The company's shareholders' meeting may be held by video conference or other methods announced by the central authority. The requirements, operating procedures, and other matters to be complied with by the video shareholder meeting shall be adopted. If the securities regulatory authority otherwise stipulates, such regulations shall prevail. |
Article8 Notices which clearly state the purpose(s) for convening meeting shall be sent to each shareholder at least thirty (30) days in advance, in case of general meetings, and at least fifteen (15) days in advance, in case of extraordinary meetings. |
Amended in accordance with Article 172-2 of the Company Act |
| Article20 When the Company allocates the profit of the current year, if any, 1%~10% of the profit shall be set aside as employees’ compensation, which to be distributed to the qualified employees of the Company or of the subsidiaries of the Company employees in the form of stock or cash. The Board of Directors is hereby authorized to set forth the plan of distribution. The Company may, subject to the resolution adopted by the Board of Director, further allocate no more than 1% of the aforesaid profit as Directors’ compensation. The proposals of the employees’ compensation and the directors’ compensation shall be approved by a majority of total Directors and then reported on the Shareholders’ meeting. Notwithstanding the foregoing, when there are accumulated losses, the profits shall be used to offset accumulated losses first and report on the Shareholders’ meeting. |
Article20 When the Company allocates the profit of the current year, if any, 5%~10% of the profit shall be set aside as employees’ compensation, which to be distributed to the qualified employees of the Company or of the subsidiaries of the Company employees in the form of stock or cash. The Board of Directors is hereby authorized to set forth the plan of distribution. The Company may, subject to the resolution adopted by the Board of Director, further allocate no more than 1% of the aforesaid profit as Directors’ compensation. The proposals of the employees’ compensation and the directors’ compensation shall be approved by a majority of total Directors and then reported on the Shareholders’ meeting. Notwithstanding the foregoing, when there are accumulated losses, the profits shall be used to offset accumulated losses first and report on the Shareholders’ meeting. |
Amended in accordance with actual operation |
| Article23 The 16th amendment was made on June 9, 2020. The 17th amendment was made on June 23, 2022. |
Article23 The 16th amendment was made on June 9, 2020. |
Date of the 17th Amendment is added |
26
【 Attachment 7 】
Comparison table for the Procedures for Acquisition or Disposal of Assets before and after the amendment
| After amendment | Before amendment | Reason of |
|---|---|---|
| amendment | ||
| 5.3.4.3 The appraisal result of a professional appraiser is in one of the following situations, except that the appraisal result of the acquired assets is higher than the transaction amount, or the appraisal result of the disposed assets is all lower than the transaction amount, the accountant should be consulted for the reasons for the discrepancy and the transaction price. Appropriateness expresses specific opinions: 5.3.4.3.1 The difference between the valuation result and the transaction amount is more than 20% of the transaction amount. 5.3.4.3.2 The difference between the appraisal results of two or more professional appraisers is more than 10% of the transaction amount. |
5.3.4.3 The appraisal result of the professional appraiser has one of the following circumstances, except that the appraisal result of the acquired assets is higher than the transaction amount, or the appraisal result of the dispose of the assets is all lower than the transaction amount, the accountant should be consulted according to the consortium legal person China. The Accounting Research and Development Foundation of the Republic of China (hereinafter referred to as the Accounting Research and Development Foundation) issued the Auditing Standards Bulletin No. 20, and expressed specific opinions on the reason for the difference and the fairness of the transaction price: 5.3.4.3.1 The valuation results and the the difference in transaction amount is more than 20% of the transaction amount above. 5.3.4.3.2 The difference between the valuation results of two or more professional appraisers is more than 10% of the transaction amount above. |
According to the amendment of the Financial Supervisory Commission (FSC) Issue date: January 28, 2022 Issue no.: Financial- Supervisory- Securities- Trading- 1110380465 |
| 5.4.4.1 If the company acquires or disposes of marketable securities and the transaction amount exceeds 20% of the company's paid-in capital or NT$300 million or more, it shall contact an accountant to express its opinion on the reasonableness of the transaction price before the date of the fact. . However, this shall not apply if the securities are publicly quoted in the active market or otherwise stipulated by the Financial Supervisory Commission. |
5.4.4.1 If the company acquires or disposes of marketable securities and the transaction amount exceeds 20% of the company's paid-in capital or NT$300 million or more, it shall contact an accountant to express its opinion on the reasonableness of the transaction price before the date of the fact. If the accountant needs to use the expert report, he should follow the provisions of the Bulletin of Auditing Standards No. 20 issued by the Accounting Research and Development Foundation. However, this limitation does not apply if the securities are publicly quoted in an active market or if otherwise stipulated by the Financial SupervisoryCommission. |
|
| (Additional and Shifted) 5.5.2.7 If the public offering company or its subsidiary that is not a domestic public offering company has the transaction in Paragraph 1, the public offering company shall submit the information listed in Paragraph 1 to the shareholders' meeting for approval if the payment is more than ten After that, the transaction contract can be signed and payment can be made. However, this does not apply to transactions between a publicly offered company and its parent company, subsidiaries, or its subsidiaries. |
5.5.2.7 Restrictions on this transaction and other important agreements. The calculation of the transaction amount in 5.5.2 shall be carried out in accordance with the provisions of 5.10.3, and the term within one year shall be based on the date of the actual occurrence of the transaction, retroactively calculated one year ahead, and has been submitted to the Audit Committee and the Board of Directors for approval, no longer counted. |
27
| After amendment | Before amendment | Reason of |
|---|---|---|
| amendment | ||
| 5.5.2.8 Restrictions on this transaction and other important agreed matters. The calculation of the transaction amount in 5.5.2 shall be carried out in accordance with the provisions of 5.10.3, and the term within one year shall be based on the date of the actual occurrence of the transaction, retroactively calculated for one year, and submitted to the shareholders meeting, the audit committee and the board of directors approved the partial exemption from re-accounting. 5.6.4.1 If the company obtains or disposes of membership cards or intangible assets or its right-of-use assets, the transaction amount is 20% of the company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies. The accountant should be consulted to express their opinion on the reasonableness of the transaction price before the date of the fact. |
5.6.4.1 If the company obtains or disposes of membership cards or intangible assets or its right-of-use assets, the transaction amount is 20% of the company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies. Accountants should be contacted to express their opinions on the reasonableness of the transaction price before the date of the occurrence of the facts, and the accountants should also follow the provisions of the Bulletin of Auditing Standards No. 20 issued by the Accounting Research and Development Foundation. |
According to the amendment of the Financial Supervisory Commission (FSC) Issue date: January 28, 2022 Issue no.: Financial- Supervisory- Securities- Trading- 1110380465 |
| 5.10.2.4.1 Buying and selling domestic government bonds or foreign government bonds with a credit rating not lower than my country's sovereign rating. 5.10.2.4.2 For those who are professional in investment, the trading of securities on stock exchanges or the business offices of securities firms, or the subscription of foreign public bonds or the issuance of ordinary corporate bonds in the primary market and ordinary financial bonds that do not involve equity (not Including subordinate bonds, or subscription or repurchase of securities investment trust funds |
5.10.2.4.1 Buying and selling domestic government bonds or foreign government bonds with a credit rating not lower than my country's sovereign rating. 5.10.2.4.2 For those who are professional in investment, the trading of securities on stock exchanges or the business offices of securities firms, or the subscription of foreign public bonds or the issuance of ordinary corporate bonds in the primary market and ordinary financial bonds that do not involve equity (not Subsequent bonds included), or subscribe for or buy back securities investment trust funds or futures trust funds, or subscribe for or sell back index investment securities, or securities dealers act as counselors for emerging companies for underwriting business needs and recommend securities dealers according to the consortium legal person Republic of China Securities that are required to be subscribed by the OTC Securities Trading Center. |
28
【 Attachment 8 】
OPTIMAX TECHNOLOGY CORPORATION
List of Independent Director Candidate
| Title/Name | Education | Experience | Present position | Shareholdings |
|---|---|---|---|---|
| Independent Director Hsin Huang |
Chief Information Officer, Formosa International Hotels Group Chief Information Officer, Hilton Hotels & Resorts |
Owner, HITOFUN LTD. |
0 Share | |
| Bachelor, Electronic | ||||
| Engineering, University | ||||
| of Houston | ||||
29
【 Appendix 1 】
OPTIMAX TECHNOLOGY CORPORATION
Rules and Procedures for Shareholders' Meeting
-
Except otherwise provided in the applicable laws and regulations, the Shareholders' Meeting of the Company should be subject to the rules stipulated hereby.
-
The Company should have an attendance book in place for shareholders to sign in person; attended shareholders can hand in a card with their names on it for the same purpose. Shares represented by a shareholder will be decided according to the attendance book or the signature card the shareholder hands in, along with the number of shares granting the right to vote in written or electronic forms.
-
The attendance and voting taking place in the Shareholders' Meeting should be calculated on the base of the number of shares the shareholder possesses.
-
The venue of the Shareholders' Meeting should be in the Company or places with good transportation for shareholders to attend the meeting. The venue of the meeting should be appropriate for the convening of such meeting. The meeting should not start earlier than 9 AM or later than 3 PM.
The Company can appoint its own attorneys, accountants, or other relevant staff to attend the Shareholders' Meeting. The staff of the Shareholders' Meeting should wear identification cards.
-
The chairman should announce the commencement of the meeting at the scheduled time; however, if the present shareholders altogether does not constitute half of the total number of the Company's issued stocks, the chairman may postpone the meeting. The number of postponement should be no more than two times and the total time of postponement should be less than an hour. If, after two postponements, the total shareholders present still does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total number of the Company's issued shares. A notice of such tentative resolution should be distributed to all shareholders in accordance with Paragraph 1 of Article 175 of the Company Act. The Shareholders' Meeting should be reconvened within a month. If the number of present shareholders constituting half of the total number of the Company's issued stocks is reached before the meeting is over, the chairman may deem such situation as a tentative resolution and proffer it for the meeting to vote in accordance with Article 174 of the Company Act.
-
The agenda of the Shareholder's Meeting convened by the Board should also be stipulated by the Board. The meeting should follow the agenda and should not be changed without the resolution of the Board. The provision of preceding article should apply when the Shareholders' Meeting is convened by people with the right to convene such meetings other than the Board. The chairman of the Shareholders' Meeting should not dismiss the meeting before the previous two types of agenda (including AOB) are completed with a resolution being made. The shareholders cannot designated any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.
30
-
Before making a speech, the present shareholder should write down the gist of the speech, the shareholder's number (or the number of the attendance certificate) and the account name on a slip of paper. The chairman will decide the order of speech. If the present shareholder hands in the paper split but does not actually make the speech, it is construed that the shareholder does not make that speech at all. If there are discrepancies between the content on the paper slip and the shareholder's actual speech, the latter should prevail. Unless approved by the chairman, shareholders should not interfere when another fellow shareholder is speaking. The chairman is entitled to stop the interfering shareholder.
-
A shareholder is allowed to make a speech once for each motion unless approved by the chairman. Each speech should not exceed five minutes. The chairman is entitled to stop the shareholder's speech when the shareholder violates the preceding provision or when the speech digresses from the motion.
-
Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting. If a legal entity is a shareholder and designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
-
After the speech of a shareholder, the chairman may respond him/herself or appoint an appropriate person to respond.
-
The chair may announce to end the discussion of any discussion item and go into voting if the chair deems it appropriate.
-
The person(s) to monitor and the person(s) to count the ballots shall be appointed by the chair. The person(s) monitoring the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and recorded in the minutes of the Meeting.
-
The chairman is entitled to announce recesses during the meeting.
-
Except otherwise provided in the Company Act of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
-
If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any of them has been adopted, the other shall be deemed vetoed and no further voting is necessary.
-
The chair may require or supervise the disciplinary officers or the security guards to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officer” for identification purpose.
-
In case of incident due to force majeure, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
-
Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act of Republic of China and the Articles of Incorporation of the Company.
31
【 Appendix 2 】
OPTIMAX TECHNOLOGY CORPORATION Articles of Incorporation (Before Amendment)
Date : 2020-6-9 (Amended)
Chapter 1: General Provisions
-
Article 1 The Company is organized as a company limited by shares in accordance with the Company Act of the Republic of China (the "Company Act") and the Company's English name is OPTIMAX TECHNOLOGY CORPORATION
-
Article 2 The scope of business of the Company shall be as follows
:
1.[CC01080 ] Electronic parts and components manufacturing business
- CE01030 Photographic and Optical Equipment Manufacturing
3.[F219010 ] Electronic Materials Retail
-
F213040 Retail Sale of Precision Instruments
-
C805010 Manufacture of Plastic Sheets, Pipes and Tubes
-
C801100 Synthetic Resin and Plastic Manufacturing
-
F401010 International Trade
-
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Article 3 The head office of the Company shall be in Taoyuan, Taiwan, the Republic of China ("R.O.C."). Subject to the approval of the Board and other relevant authorities, the Company may, if necessary, set up branches or business offices at other appropriate place.
Chapter 2: Shares
-
Article 4 Thecompany'stotalcapitalis ratedat NT$10billion, dividedinto100millionsharesat $ 10 per share. The council decided to issue in batches. 50 million shares are reserved in the aforementioned total shares as shares for issuing employee stock option certificates.
-
Article 5 The share certificates of the Company shall be all in registered form. The share certificates shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance.
-
The Company may, pursuant to the applicable laws and regulations, deliver shares or other
-
securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities.
-
Article 6 The name change and transfer of the company's stocks shall cease within 60 days before the shareholders 'general meeting, within 30 days before the shareholders' temporary meeting or within 5 days before the company's decision to distribute dividends and dividends or other benefits.
Chapter 3: Shareholders' Meetings
- Article 7 Shareholders’ meeting shall be of two types, namely general and extraordinary shareholders’ meeting. The former shall be convened once a year within six months after the close of each fiscal year and the latter shall be convened whenever necessary.
32
| Article | 8 | Notices which clearly state the purpose(s) for convening meeting shall be sent to each |
|---|---|---|
| shareholder at least thirty (30) days in advance, in case of general meetings, and at least | ||
| fifteen (15) days in advance, in case of extraordinary meetings. | ||
| Article | 9 | In case a shareholder is unable to attend a shareholders’ meeting in person, such shareholder |
| may issue proxy in the form printed by the Company, setting forth the scope of authorization | ||
| for the representative to be present on his/her/its behalf in accordance with Article 177 of the | ||
| Company Act, or vote in writing or via an electronic voting system in accordance with | ||
| Article 177-1 of the Company Act. | ||
| Article | 10 | Unless otherwise provided under Article 179 of the Company Act which sets forth the |
| situation where the shareholder has no voting rights, a shareholder of the Company shall | ||
| have one vote for each share held by him/her/it. | ||
| Article | 11 | Unless otherwise provided in applicable law and regulations, a resolution shall be adopted at |
| a meeting attended by the shareholders holding and representing a majority of the total | ||
| issued and outstanding shares and at which meeting a majority of the attending shareholders | ||
| shall vote in favor of the resolution. According to regulatory requirements, shareholders may | ||
| also vote via an electronic voting system, and those who do shall be deemed as attending the | ||
| shareholders’ meeting in person; electronic voting shall be conducted in accordance with the | ||
| relevant laws and regulations. | ||
| Article | 11-1 | The company may issue employee stock options at a stock price lower than the market price, |
| or less than the actual share repurchase, with the consent of the shareholders 'meeting | ||
| representing more than half of the total number of issued shares and the presence of more | ||
| than two-thirds of the shareholders' voting rights Average price transferred to employees. | ||
| Article | 12 | Shareholders’ meeting shall be convened by the Board of Directors and, be presided over by |
| the Chairman of the Board of Directors; in case the Chairman of the Board of Directors is on | ||
| leave or unable to perform his duties for cause, one of the Directors shall preside in | ||
| accordance with Article 208 of the Company Law. For the Shareholders’ meeting convened | ||
| by any other person having the convening right, such person shall act as the chairman of that | ||
| meeting provided, however, that if there are two or more persons having the convening right, | ||
| the chairman of the meeting shall be elected from among themselves. |
Chapter 4: Board of Directors and Audit Committee
Article 13 The Company shall have nine (9) to thirteen (13) directors to serve a term of three years. A director may be re-elected. Within the entire Board, the Company shall have at least four (4) or one-fifth (1/5) of all directors, whichever is higher. Directors shall be elected from a list of director candidates, which are nominated under the Candidate Nomination System in accordance with Article 192-1 of the Company Law. In the year the terms of the directors are expired, the Board of Directors shall convene the general shareholders’ meeting for reelecting the directors in accordance with the Securities and Exchange Act. The minimum number of total shares to be owned by the directors of the Company shall be in compliance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies as promulgated by the Financial Supervisory Commission. The restrictions on the share holdings shall be in compliance with applicable laws and regulations. Article 13-1 Pursuant to Article of the Securities and Exchange Act, the Company shall have the audit committee which shall be composed of all independent directors, and one of them serves as the convener, and at least one person has accounting or financial expertise.
33
The audit committee established by the company in accordance with the law is responsible for the implementation of the company law, securities trading law, other laws and regulations and the company’s articles of association and various measures as the supervisory authority.
-
Article 14 The Company shall have a chairman of the Board. The chairman of the Board shall be elected by and among the directors in accordance with Article 208 of the Company Law. The meetings of the Board of Directors shall be convened by the chairman of the Board. Except as otherwise provided in the Company Law of the Republic of China, a meeting of the Board of Directors may be held if attended by a majority of total Directors and resolutions shall be adopted with the concurrence of the majority of the Directors present at the meeting.
-
Article 14-1 In convening a meeting of the Board of Directors, a notice indicated the purpose(s) for convening the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date in writing or via e-mail or fax. The meetings of the Board of Directors may be convened at any time in case of urgent circumstances.
-
Article 15 The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. In his absence, any one of the Directors shall be acting for him according to Article 208 of the Company Law. Directors shall attend meetings of the Board of Directors in person. Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy in accordance with Article 205 of the Company Act.
Article 16 The Board of Directors may set up functional committees which shall adopt an organizational charter to be approved by the Board of Directors. Functional committees shall be responsible to the Board of Directors and submit their proposals to the Board of Directors for approval.
Article 17 The Company may take out liability insurance for the directors with respect to the liabilities resulting from exercising their duties during their terms of office.
- Article 17-1 The Board of Directors is authorized to determine the salary for the Directors, taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas.
Chapter 5: Managers
Article 18 The Company shall have one managerial personnel, whose appointment and dismissal shall be approved by a majority of total Directors in accordance with Article 29 of the Company Act.
Chapter 6: Accounting
Article 19 After the end of each fiscal year, the Board shall prepare and submit the following documents: (1) business report, (2) financial statements, (3) proposal for allocation of earnings or recovery of loss, which shall be submitted to the shareholders' general meeting for approval.
34
Article 20 When the Company allocates the profit of the current year, if any, 5%~10% of the profit shall be set aside as employees’ compensation, which to be distributed to the qualified employees of the Company or of the subsidiaries of the Company employees in the form of stock or cash. The Board of Directors is hereby authorized to set forth the plan of distribution. The Company may, subject to the resolution adopted by the Board of Director, further allocate no more than 1% of the aforesaid profit as Directors’ compensation. The proposals of the employees’ compensation and the directors’ compensation shall be approved by a majority of total Directors and then reported on the Shareholders’ meeting. Notwithstanding the foregoing, when there are accumulated losses, the profits shall be used to offset accumulated losses first and report on the Shareholders’ meeting.
Article 20-1 The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10% as legal reserve. When such legal reserve amounts to the total paid-in capital, the Company shall not be subject to this requirement. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders as dividends or bonuses according to the distribution plan proposed by the Board of Directors and approved by the shareholders’ meeting.
After taking into account of the Company's current and future development plan, investment environment, fund requirements, and domestic and international competition and the interests of shareholders, the dividend policy of the Company is to set aside no less than 50% of distributable earnings as shareholders’ dividends and bonuses. However, in case the accumulated distributable earnings is less than 30% of paid-in capital, the Company may choose not to distribute dividends. Dividends to common shareholder may be distributed by way of combination of cash dividend and stock dividend provided that the cash dividends shall not be less than 10% of the total dividends.
Chapter 7: Supplementary Articles
Article 21 The Company may provide endorsement and guarantee and act as a guarantor.
Article 22 With respect to the matters not provided herein, the Company Act and other applicable laws and regulations shall govern.
Article 23 These Article of Incorporation were enacted on Feb. 23, 1998 and amended on May 21, 1999 for the first time, on May 26, 2000 for the second time, on May 25, 2001 for the third time, on April 30, 2002 for the fourth time, on May 16, 2003 for the fifth time, on June 9, 2004 for the sixth time, on June 27, 2005 for the seventh time, on June 14, 2006 for the eighth time, on June 15, 2007 for the ninth time, on May 30, 2008 for the tenth time, on Sep. 4, 2009 for the eleventh time, on May 26, 2010 for the twelfth time, on June 16, 2015 for the thirteenth time, on June 14, 2016 for the fourteenth time, on June 8, 2018 for the fifteenth time, on June 9, 2020 for the sixteen time.
35
【 Appendix 3 】
OPTIMAX TECHNOLOGY CORPORATION
Procedures for Election of Directors
Date:2021-8-27 (Amended)
Article 1
To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation elections of directors shall be conducted in accordance with these Procedures.
Article 3
The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
-
Basic requirements and values: Gender, age, nationality, and culture.
-
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
-
The ability to make judgments about operations.
-
Accounting and financial analysis ability.
-
Business management ability.
-
Crisis management ability.
-
Knowledge of the industry.
-
An international market perspective.
-
Leadership ability.
-
Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.
Article 4
The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance BestPractice Principles for TWSE/GTSM Listed Companies.
Article 5
Elections of both directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters
36
set forth in Article 30 of the Company Act with respect to nominee directors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors will be elected. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining Unsuitability for GTSM Listing under Article 10, Paragraph 1 of the GreTai Securities Market Rules Governing the Review of Securities for Trading on the GTSM, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 6
The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 7
The board of directors shall prepare individual ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8
The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights individually calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9
Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article10
A voter must enter the candidate's account name or shareholder account number in the "candidate" column of the ballot. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article 11
A ballot is invalid under any of the following circumstances:
-
The ballot was not prepared by a person with the right to convene.
-
A blank ballot is placed in the ballot box.
-
The writing is unclear and indecipherable or has been altered.
-
The candidate whose name is entered in the ballot does not conform to the director candidate list.
-
Other words or marks are entered in addition to the number of voting rights allotted.
-
Two or more candidates are listed in the same ballot.
37
Article 12
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors or supervisors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
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 one 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.
Article 13
The board of directors of this Corporation shall issue notifications to the persons elected as directors or supervisors.
Article 14
These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
38
【 Appendix 4 】
OPTIMAX TECHNOLOGY CORPORATION
Shareholdings of All Directors
-
The Company has issued capital of the Company is NT$ 1,700,000,000 representing 170,000,000 common shares. According to Article 26 of the Securities and Exchange Act, the minimum number of shares that shall be held by all directors of the company is 10,200,000.
-
According to Article 2 of the "Public Issuing Company Directors and Supervisors' Shareholding Ratio and Implementation Rules for Inspection", if more than 2 independent directors are elected, the total shareholding percentage calculated by all directors and supervisors other than the independent directors will be reduced to 80 %. In addition, if the company has set up an audit committee in accordance with this law, the regulations concerning the number of shares held by the supervisor shall not be less than a certain ratio.
-
As of April 25, 2022, the number of shares held by all directors is 23,313,696 shares, accounting for 13.71% of the company's total shares. The actual collective shareholding of directors was shown as below
:
| Title | Name | Shareholders Represented |
No. of Shareholding |
Shareholding ration % |
|---|---|---|---|---|
| Chairman | Peter Chao | 18,723,484 | 11.01 | |
| Director | Wilson Chao | 2,589,837 | 1.52 | |
| Director | Jin-De, Wang | Jiu-Ru Investment Co., Ltd. |
895,220 | 0.53 |
| Director | Shi-Fen, Lin | Shi-Hong Industrial Co., Ltd. |
1,100,753 | 0.65 |
| Director | Shu-Ping, Wu | Shi-Hong Industrial Co., Ltd. |
1,100,753 | 0.65 |
| Director | Xiao-Nan Xiang | 4,402 | 0 | |
| Director | Qi-Bang, Yu | 0 | 0 | |
| Director | Chang-Shu Jiang | 0 | 0 | |
| Independent Director | Ted Guo | 0 | 0 | |
| Independent Director | Tzeng-Guey Gu | 0 | 0 | |
| Independent Director | Min, Chao | 0 | 0 | |
| Total | 23,313,696 | 13.71 |
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