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Optimax — AGM Information 2023
Jun 30, 2023
52283_rns_2023-06-30_ab2fac0b-3222-4106-9b58-6c292952f557.pdf
AGM Information
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OPTIMAX TECHNOLOGY CORPORATION 2023 Annual General Shareholders' Meeting Minutes
(Translation)
Time and Date:9:00 a.m., Tuesday, June 20, 2023
Place:Southern Tao-Yuan Youth Activity Center
(Located at No. 128, Sec. 1, Yanping Rd., Pingzhen Dist., Taoyuan City)
Total outstanding shares of the company: 168,000,000 shares. (Deducted 2,000,000 shares of treasury stock)
Total shares represented by shareholder in person or by proxy: 100,832,219 shares
(including the electronic attending shares of 5,391,563 shares), accounted for 60.01% of total.
Attended by: Peter Chao (Chairman), Ted Guo (Independent Director; Convener of Audit Committee), Li-Chen, Peng (BAKERK TILLY CLOCK & CO, Taiwan accountant), G.H, Chen (Attorney)
Chairman: Peter Chao Recorded by: Jill Tang
1. The Chairman Calls the Meeting to order.
2. Chairman’s Address (omitted)
3. Report Items
1. 2022 Annual Business Report
Explanation:
The 2022 Business Report is attached hereto as Attachment 1.
2. Audit Committee's Review Report
Explanation:
The 2022 Audit Committee’s review report is attached hereto as Attachment 2.
3. Report on the Distribution of Employees' and Directors' Remuneration in 2022 Explanation:
-
(1) According to Article 20 of our company's Articles of Incorporation, if the company generates profits in a recent year, 1% to 10% of the profits should be allocated as employee remuneration, and no more than 1% should be allocated as director remuneration.
-
(2) In the year 2022, our company earned a profit of NT$447,163,885 (i.e., the profit before deducting employee and director remuneration and accumulated losses). Based on the recommendation of the 4th Compensation Committee of the 5th term, we have allocated 1% of the profit, totaling NT$4,471,639, as employee remuneration, and 0.5% of the profit, totaling NT$2,235,819, as director remuneration, which will be paid in cash.
4. Report on the amendment to the company’s “Rules Governing the Transfer of Repurchased Company Shares to Employees in 2022"
Explanation:
- (1) In accordance with Article 7 of the company’s "Rules Governing the Transfer of Repurchased Company Shares to Employees in 2022", the agreed-upon transfer price per share is as follows: For the share repurchase transferred to employees, the pricing principle of the actual transfer price is
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calculated as the simple arithmetic mean of the closing price of common stock for the 15 business days prior to the pricing date, multiplied by 80%, with a floor price of not less than the current market price. However, if the number of common stock shares issued by the company changes before the transfer, the transfer price may be adjusted according to the ratio of the increase in the issued shares.
5. Report on the Implementation Status of Share Buyback Program Explanation:
- (1) In accordance with Article 28-2 of the Securities and Exchange Act, our company hereby reports to the shareholders' meeting on the board of directors' resolution and execution regarding the repurchase of shares in the most recent meeting.
| the repurchase of shares in the most recent meeting. | |
|---|---|
| Buyback Period | 2nd |
| Purpose of Buyback | Transfer shares to employees |
| Board Resolution Date | 2022/08/11 |
| Buyback Period | 2022/08/15~2022/08/24 |
| Buyback Price Range | NTD 23.85~11.03 |
| Number of Shares Repurchased | 2,000,000 common shares |
| Total Amount Spent on Buyback | NTD 41,599,032 |
| Buyback Priceper Share | NTD 20.8 |
| Percentage of Planned BuybackQuantityRepurchased(%) | 100% |
| Number of Shares Cancelled or Transferred | 0 share |
| Cumulative Number of Shares Held byCompany | 2,000,000 common shares |
| Percentage of Total Issued Shares Held bythe Company | 1.18% |
- (2) Attached please find the "Rules Governing the Transfer of Repurchased Company Shares to Employees in 2022". (please refer to Appendix 2)
4. Ratification Matters
1. 2022 Business Report and Financial Statements. (Proposed by the Board of Directors) Explanation:
-
(1) The 2022 Financial Statements were audited by the independent auditors, Hsin-Liang, Wu and Li-Chen, Peng of BAKER TILLY CLOCK & CO.
-
(2) For the 2022 Independent Auditors' Report, and the 2022 Financial Statements, please refer to Attachments 3~4.
-
(3) For the 2022 Business Report, please refer to Attachment 1.
Voting Results:
Shares represented at the time of voting: 100,832,219 votes
| Shares represented at the time of voting: 100,832,219 votes | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
| Votes in favor: 97,375,168 votes (2,024,995 votes) |
96.57% |
| Votes against: 9,993 votes (9,993 votes) |
0.00% |
| Votes invalid: 0 votes |
0.00% |
| Votes abstained: 3,447,058 votes (3,356,575 votes) |
3.41% |
*including votes casted electronically (numbers in brackets)
The proposal has resolved as proposed.
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2. 2022 Year Earnings Distribution Plan (Proposed by the Board of Directors)
Explanation:
- (1) 2022 Profits Distribution Table:
OPTIMAX TECHNOLOGY CORPORATION
| OPTIMAX TECHNOLOGY CORPORATION | |
|---|---|
| 2022 Profits Distribution Table Unit: NTD Items Amount |
|
| The initial unappropriated retained earnings Plus : Net profit after tax in 2022 Plus : Other comprehensive profit (Actuarial gains and losses of defined benefit plan in 2022) Disposal of financial assets measured at fair value through other comprehensive income Deduction items: Less : Statutory surplus reserve (10%) Less : Special surplus reserve(Note 1) 319,503,118 443,571,849 5,645,113 8,558,528 45,777,549 35,651,088 The end unappropriated retained earnings 695,849,971 Distributable items: Shareholders' dividend - cash(NT$1.2per share)201,600,000 Unappropriated retained earnings for theyear 494,249,971 |
Note 1: The special surplus reserve is set up by transferring the balance of certain other equity items.
- Deducting 2,000,000 shares of treasury stock.
Chairman: Peter, Chao General Manager:Wilson, Chao Accounting Officer:Zong-Ze, Chen
-
(2) An amount of NTD 201,600,000 will be allocated from the distributable profits of the 111th fiscal year of the Republic of China for the distribution of cash dividends, with a dividend of NTD 1.2 per share. The calculation will be rounded down to the nearest whole NTD dollar, and the total amount of fractional dividends will be included in the company's other income.
-
(3) After the proposed profit distribution plan is approved at the shareholders' meeting, the Chairman is authorized to determine the ex-dividend date, payment date, and other related matters.
-
(4) If there is a change in the company's share capital after the dividend distribution, affecting the number of outstanding shares, resulting in a change in the dividend payout ratio, the Chairman is proposed to be authorized by the shareholders' meeting to handle the matter in accordance with the Company Act or other relevant laws and regulations.
Voting Results:
Shares represented at the time of voting: 100,832,219 votes
| Voting Results* | % of the total represented sharepresent |
|---|---|
| Votes in favor: 97,429,085 votes (2,078,912 votes) |
96.62% |
| Votes against: 16,078 votes (16,078 votes) |
0.01% |
| Votes invalid: 0 votes |
0.00% |
| Votes abstained: 3,387,056 votes (3,296,573 votes) |
3.35% |
*including votes casted electronically (numbers in brackets)
The proposal has resolved as proposed.
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5. Discussion Matters
1. Treasury Stocks Transferring to Employees with Share Buyback sold at a price lower than the actual average repurchase price (Proposed by the Board of Directors)
Explanation:
(1) In 2022, our company bought back 20 million shares as treasury stocks. In order to motivate and increase the cohesion among employees, we plan to transfer these stocks to them at a price lower than the weighted average price of the actual repurchased shares, which is NTD20.8 per share. In accordance with Article 10-1 of the "Regulations Governing the Repurchase of Shares by Listed and OTC Companies", the following matters should be explained when transferring the stocks to employees at a price lower than the actual repurchase price:
- i. The set transfer price, discount ratio, calculation basis, and reasonableness are as follows:
The pricing principle for the actual transfer price is calculated by multiplying the simple arithmetic average of the closing prices of common shares on the 15 business days prior to the pricing date by 80%, with a minimum price not lower than the aforementioned calculation. Currently, the transfer price for the treasury stocks to be transferred to employees is NT$15.25 (calculated by multiplying the simple arithmetic average closing price of NT$19.06 for the 15 business days before March 14th, 2023 by 80%). The actual pricing date will be determined by the authorized chairman based on the future stock market price.
- ii. The number of shares to be transferred, the purpose, and the reasonableness are as follows:
Number of shares to be transferred: 20 million shares. Purpose: To motivate employees and enhance employee cohesion. Reasonableness: By offering moderate incentives to employees based on 80% of the average closing price of the 15 business days before March 14th, 2023, the number of shares to be transferred to employees does not exceed the limit set by Article 10-1 of the "Regulations Governing the Repurchase of Shares by Listed and OTC Companies", which stipulates that the cumulative number of shares transferred to employees shall not exceed 5% of the total number of shares issued by the company. Therefore, it should be considered reasonable.
- iii. Qualification requirements for employees who may subscribe to the shares and the number of shares they may subscribe to are as follows:
Employee qualification requirements: In accordance with Article 4 of the company’s "Rules Governing the Transfer of Repurchased Company Shares to Employees". Number of shares available for subscription: In accordance with Article 5 of the company’s "Rules Governing the Transfer of Repurchased Company Shares to Employees".
-
iv. Impact on shareholders' equity:
-
a. Potential amount of expenses and dilution of earnings per share:
-
(1) The potential amount of expenses is calculated as follows:
(Market price (average closing price between 2023/02/20 and 2023/03/14) - actual transfer price) x actual transfer shares = (NTD 19.06 - NTD 15.25) x 2,000,000 shares = NTD 7,620,000
- (2) Dilution of earnings per share:
Diluted earnings per share = Potential amount of expenses / the estimated number of shares outstanding in 2022 = NTD 7,620,000 / (170,000,000 shares - 2,000,000 treasury shares) = NTD 0.0453 per share
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-
b. Explanation of the financial burden on the company due to the transfer of shares at a price lower than the actual buyback price:
-
The discount amount of the transfer price compared to the average buyback price is NTD 5.55 (buyback cost - actual transfer price x actual transfer shares) which equals to NTD 11,100,000. This accounts for 0.04% of the company's current assets at the end of 2022, and is not expected to cause a financial burden or affect the working capital of the company.
Voting Results:
Shares represented at the time of voting: 100,832,219 votes
| Shares represented at the time of voting: 100,832,219 votes | |
|---|---|
| Voting Results* | % of the total represented share present |
| Votes in favor: 97,131,271 votes (1,781,098 votes) |
96.32% |
| Votes against: 246,114 votes (246,114votes) |
0.24% |
| Votes invalid: 0 votes |
0.00% |
| Votes abstained: 3,454,834 votes (3,364,351 votes) |
3.42% |
*including votes casted electronically (numbers in brackets)
The proposal has resolved as proposed.
2. Proposed amendment to the "Articles of Incorporation " (Proposed by the Board of Directors) Explanation:
-
(1) For the necessity of the business operation, the company proposes to amend the Company’s Articles of Incorporation.
-
(2) Comparison table for Articles of Incorporation, please refer to Attachment 5.
Voting Results:
Shares represented at the time of voting: 100,832,219 votes
| Shares represented at the time of voting: 100,832,219 votes | |
|---|---|
| Voting Results* | % of the total represented share present |
| Votes in favor: 94,403,987 votes (2,053,814 votes) |
96.60% |
| Votes against: 40,747 votes (40,747 votes) |
0.04% |
| Votes invalid: 0 votes |
0.00% |
| Votes abstained: 3,387,485 votes (3,297,002votes) |
3.35% |
*including votes casted electronically (numbers in brackets)
The proposal has resolved as proposed.
6. Election Matters
1. By-election for one independent director (Proposed by the Board of Directors)
Explanation:
(1) Mr. Hsin Huang, an independent director of the company, resigned from his position on March 13, 2023. In compliance with legal requirements, it is proposed to elect one independent director in this shareholder meeting, with a term from June 20, 2023 to August 26, 2024.
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- (2) In accordance with Article 13 of the company's Articles of Incorporation, the director candidate nomination system shall be adopted, and the selection shall be made from the list of director candidates, please refer to Attachment 6.
The result of the election:
| Type | ID or AC NO. | Name | Votes |
|---|---|---|---|
| Independent Director | A12026**** | Huang Hsin | 96,567,239 |
7. Other Matters
1. Removal of the non-compete clause for directors (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 |
Huang Hsin | Owner, HITOFUN LTD. |
Voting Results:
Shares represented at the time of voting: 100,832,219 votes
| Shares represented at the time of voting: 100,832,219 votes | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
| Votes in favor: 96,999,385 votes (1,649,212votes) |
96.19% |
| Votes against: 355,081 votes (355,081 votes) |
0.35% |
| Votes invalid: 0 votes |
0.00% |
| Votes abstained: 3,477,753 votes (3,387,270 votes) |
3.44% |
*including votes casted electronically (numbers in brackets)
The proposal has resolved as proposed.
8. Extemporary Motions : None.
9. Meeting Adjourn : 09:42 A.M. of the meeting day, all shareholders presented in
the meeting has unanimously resolved to adjourn the shareholder meeting.
There were no shareholder questions in this shareholders' meeting.
(For the convenience of readers and for information purpose only, the Minutes of Annual General Meeting has been translated into English from the original Chinese version. In the event of any discrepancy between the English version and the original Chinese version, the Chinese-language version shall prevail.)
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【 Attachment 1 】
2022 Business Report
I. 2022 Business Report:
(I) The results of implementation of the business plan
In the year 2022, the panel industry faced a recession, and all panel manufacturers suffered from overcapacity issues. However, we continued to develop high-margin markets such as car displays and sunglasses, while also benefiting from the ongoing development of VR/AR applications. Additionally, the company made efforts to reduce operational expenses and continuously repay bank loans to lower interest expenses, resulting in a profit of NT$2.62 per share in the year 2022.
Aside from maintaining stable customers in the TFT-LCD polarizer market for TV and monitor applications, we also developed new customers for high-margin products such as dye and iodine polarizers for vehicles. Looking towards the future, the company will continue to focus on developing high-margin products such as polarizers for sunglasses, VR/AR applications, and other areas.
Thanks to the efforts of the Chairman, General Manager, and all staff members, Optimax achieved a gross margin of 25% and an operating profit margin of 11% in the year 2022, representing a slight growth compared to the previous year.
Regarding non-operating income, rental income was NT$50,056 million, an increase from NT$24,452 million in 2021; foreign exchange gains were NT$113,161 million, a significant increase from NT$503 million in 2021, representing an increase of NT$112,658 million. As for non-operating expenses, interest expenses were NT$49,758 million, a decrease from NT$54,049 million in 2021, representing a decrease of NT$4,291 million; losses on disposal of property, plant, and equipment were NT$3,665 million, a decrease from losses of NT$7,516 million in 2021, representing a decrease of NT$3,851 million. In summary, the pre-tax net profit for the full year of 2022 was NT$440,457 million, and the after-tax net profit was NT$443,572 million. Although these figures are lower than the pre-tax net profit of NT$834,863 million and the after-tax net profit of NT$809,938 million for 2021, if we deduct the profit from the sale of the Plant in Southern Taiwan Science Park in 2021, which was NT$522,291 million, the pre-tax net profit for 2022 increased by NT$127,885 million compared to 2021. Therefore, the operational performance in 2022 is commendable and worthy of recognition from the shareholders.
Looking ahead, the company's management team will continue to adhere to a lean operational management model and relentlessly pursue the maximization of profits. The company will continue to expand the market for high-margin products such as sunglasses, vehicle-mounted products, and VR/AR polarizers, actively repay bank loans to reduce interest expenses, improve the financial situation, and strive to achieve the goal of maximizing profits for the company, in order to live up to the expectations of all shareholders.
(II) Analysis of the budget enforcement, receipts and expenditures, and profitability:
In Thousands of New Taiwan Dollars; %
| Item | 2022 | % | 2021 | % | Amount of increase/ decrease |
% |
|---|---|---|---|---|---|---|
| Operatingrevenue | 2,947,446 | 100.00 | 3,191,831 | 100.00 | (244,385) | (7.66) |
| Operating grossprofit | 744,621 | 25.26 | 780,838 | 24.46 | (36,217) | (4.64) |
| Operatingnetprofit | 337,411 | 11.45 | 316,831 | 9.93 | 20,580 | 6.50 |
| Annual netprofit(loss) | 440,457 | 14.94 | 834,863 | 26.16 | (394,406) | (47.24) |
| Annual netprofit(loss)of tax | 443,572 | 15.05 | 809,938 | 25.38 | (366,366) | (45.23) |
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In 2022, the operating revenue decreased by NT$244,385 thousand compared to 2021, while the gross profit margin remained at around 25% (increased from 24.46% in 2021 to 25.26% in 2022).
The main reason for the decrease in revenue was due to a slightly inferior product pairing compared to 2021, but the purchase cost was well controlled in the context of a favorable Japanese yen exchange rate, resulting in a 0.8% increase in gross profit margin compared to 2021.
In terms of operating expenses, sales expenses increased by NT$7,166 thousand compared to 2021, mainly due to an increase of NT$2,215 thousand in entertainment expenses, an increase of NT$8,638 thousand in commission expenses, and an increase of NT$1,409 thousand in labor expenses, but export expenses decreased by NT$5,026 thousand.
As for administrative expenses, they increased by NT$25,162 thousand compared to 2021, mainly due to an increase of NT$10,969 thousand in year-end bonuses, an increase of NT$6,235 thousand in repair expenses, and an increase of NT$1,243 thousand in utility expenses. Commission expenses and labor costs increased by NT$4,648 thousand compared to the previous year.
Research and development expenses increased by NT$2,394 thousand, mainly due to an increase in commissioned research expenses of NT$3,986 thousand and repair expenses of NT$643 thousand, but overtime and severance pay decreased by a total of NT$1,036 thousand and utilities expenses decreased by NT$910 thousand.
The expected credit loss decreased by NT$91,519 thousand compared to the previous year, mainly due to no significant overdue accounts receivable from customers in 2022.
In summary, the overall gross profit for 2022 was NT$744,621 thousand, operating expenses were NT$407,210 thousand, and non-operating income was net income of NT$103,046 thousand, including foreign exchange gains of NT$113,161 thousand. Based on the above reasons, the pre-tax net profit for 2022 was NT$440,457 thousand and the after-tax net profit was NT$443,572 thousand.
| Item | 2022 | 2021 | |
|---|---|---|---|
| Analysis of financial Structure |
Debt to asset ratio(%) | 44.87 | 57.70 |
| Long-term fund to real estate, factory, and Equipment ratio(%) |
158.09 | 181.80 | |
| Analysis of debt-paying structure |
Current Ratio(%) | 95.10 | 232.73 |
| Quick Ratio(%) | 45.27 | 108.54 | |
| Analysis of profitability | ROA(%) | 10.47 | 12.53 |
| ROE(%) | 19.84 | 49.39 | |
| Netprofit(loss)ratio(%) | 15.04 | 25.37 | |
| Basic earningsper share(NT$) | 2.62 | 4.76 |
(III) Status of production and R&D
The development direction focuses on low-cost products such as vehicle-mounted products, VR, and sunglasses. As competition in the automotive product market intensifies, the main focus is to improve product quality to maintain a competitive edge. To improve product quality, the main focus is on increasing reliability by raising the guaranteed temperature from 95 degrees to 105 or even 110 degrees. Another key area for improving product quality is in the field of compensating films for viewing angles, meeting the OEM 5.1 specification, and exceeding the competition in terms of viewing angles and contrast, making it more conducive to introducing into automotive customers. Although demand for VR is not yet booming, there are many developers, and working with customers during the initial stages of development will help catch up with their production schedules in the future. The development direction for each product is as follows:
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In the development of large-size TV/MNT products, due to lower profit margins and the need to cope with annual customer price reductions, it is necessary to continuously evaluate and introduce materials with lower costs.
-
In the field of small and medium-size applications, dye-type polarizers are not only used in industrial control products such as electricity meters but are also actively being developed for use in vehicle instrument panels. For vehicle-mounted display polarizers, in addition to improving reliability (raising guaranteed temperature from 95 degrees to 105 or even 110 degrees), wide-view angle compensation films are used in conjunction with customer panel designs to enhance viewing angles to meet or even exceed the European OEM 5.1 standard. In terms of special applications for dye-type polarizers in small and medium-size applications, products have been developed for antipeeping notebook computers, electronic rearview mirrors, etc. For VR applications, in addition to the previous three-in-one or four-in-one film formats, new curved products are being developed in collaboration with customers. In terms of ECB, they are used for electronic tags, e-books, bus stop signs, etc. In addition to using a 1/4λ plate, the color of the polarizer must also be adjusted to achieve a paper-like visual effect.
-
For sunglasses, continuously expanding our customer base and developing new color variations.
II. Future planning
(I) The principle of operation and policy of production and sale
-
Repay bank long-term and short-term loans to reduce interest expenses.
-
The principle of prudent management is to stabilize product quality and improve yield to reduce costs.
-
Concentrate resources on developing high-margin polarizer products, such as thin polarizers for applications like sunglasses, vehicle-mounted displays, and polarizers for VR products.
-
Activate idle assets, such as disposing of related old equipment.
-
Actively invest in other promising industries, such as automotive batteries.
(II) The Company's future strategy of development
-
Focus on developing key customers to increase company revenue, such as panel manufacturers in mainland China.
-
Avoid competing in low-margin markets and focus on seizing niche markets with high margins and high cash flows.
-
Make every effort to develop high-weather-resistant dye-based polarizers for vehicle-mounted displays, VR/AR products, and sunglasses ploarizers.
-
Continuously expanding panel manufacturing clients in Taiwan, mainland China, Japan, and South Korea.
Chairman Peter, Chao General Manager Wilson, Chao Accounting Officer Zong-Ze, Chen
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【 Attachment 2 】
Audit Committee's Review Report
The Board of Directors has made and reported the Company's 2022 financial statement, the business report, and the proposal of profits distribution. 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 2023 Annual General Meeting.
Convener of the Audit Committee Ted, Kuo March 23, 2023
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【 Attachment 3 】
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, 2022 and 2021, the statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2022 and 2021, 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, 2022 and 2021, 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 2022 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:
- 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:
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(1) Check the inventory age report and analyze the changes of inventory age in each period.
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(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.
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(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.
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(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 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 (8) 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:
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(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.
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(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
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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.
-
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.
-
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 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.
-
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.
13
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 2022. 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 23, 2023
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.
14
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OPTIMAX TECHNOLOGY CORPORATION
Individual Balance Sheets December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2022 December 31, 2021 |
|---|---|
| Amount % Amount % |
|
| Current assets Cash Current financial assets at amortized cost Accounts receivable, net Accounts receivable – related parties Other receivables Current inventories Prepayments Other current financial assets Other current assets |
$ 58,843 1 68,133 1 3,500 - 53,500 1 678,136 16 722,760 15 15,148 - 35,444 1 190,795 5 186,486 4 959,703 22 1,164,761 25 4,022 - 31,137 1 71,580 2 66,289 1 2,638 - 2,227 - |
| Total current assets | 1,984,365 46 2,330,737 49 |
| 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 Net defined benefit assets - non-current Other non-current financial assets Other non-current assets |
11,282 - 20,000 - 42,413 1 72,835 1 1,571,275 36 2,124,887 45 15,979 - 4,428 - 571,685 13 31,117 1 156,540 4 137,040 3 3,090 - - - - - 18,737 - 23,156 - 29,196 1 |
| Total non-current assets | 2,395,420 54 2,438,240 51 |
| Total Assets |
$ 4,379,785 100 4,768,977 100 |
| Liabilities and Stockholders’ Equity Current liabilities Short-term loans Accounts payable Other payables Current income tax liability Current provisions Current lease liabilities Current Portion of Long-term Debt Current refund liabilities Other current liabilities |
$ 31,499 1 602,478 13 83,570 2 138,037 3 151,019 4 148,115 3 16,911 - - - 14,434 - 15,436 - 3,362 - 3,235 - 1,590,000 37 - - 18,175 - 12,257 - 14,214 - 14,825 - |
| Total current liabilities | 1,923,184 44 934,383 19 |
| Noncurrent liabilities Long-term borrowings Deferred tax liabilities Non-current lease liabilities Non-current net defined benefit liability Deposits received |
- - 1,790,000 38 238 - 795 - 12,647 - 1,277 - - - 8,525 - 8,187 - - - |
| Total non-current liabilities | 21,072 - 1,800,597 38 |
| Total liabilities | 1,944,256 44 2,734,980 57 |
| Equity Common stock Retained earnings :Statutory surplus reserve Unappropriated retained earnings Other components of equity TreasuryStocks |
1,700,000 39 1,700,000 36 35,500 1 - - 777,279 18 355,003 7 (35,651) (1) (21,006) - (41,599) (1) - - |
| Total equity | 2,435,529 56 2,033,997 43 |
| Total liabilities and equity |
$ 4,379,785 100 4,768,977 100 |
15
(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, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| Total operating revenue Totaloperating costs |
2022 Amount % |
2021 Amount % |
|---|---|---|
| $ 2,947,446 100 (2,202,824) (75) |
3,191,831 100 (2,410,988) (75) |
|
| Grossprofit from operations | 744,622 25 |
780,843 25 |
| 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 |
(168,370) (6) (165,094) (5) (57,318) (2) 6,582 - |
(162,677) (5) (140,940) (4) (54,927) (2) (84,937) (3) |
| Totaloperating expenses | (384,200) (13) | (443,481) (14) |
| Netoperatingincome | 360,422 12 |
337,362 11 |
| Non-operating income and loss Interest income 607 -Other income 38,410 1 Other gains and losses – net 114,744 4 Finance costs (49,758) (1) Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 (2,703) -Share of profit (loss) of subsidiaries accounted forusing equitymethod (21,265) (1) |
177-52,851 2 498,612 16 (54,049) (2) 15,667 -(15,757) (1) |
|
| Total non-operatingincomeand expenses 80,035 3 |
497,501 15 |
|
| Profit from continuing operations before tax 440,457 15 Total taxexpense (income) 3,115 - |
834,863 26 (24,925) (1) |
|
| Net Income 443,572 15 |
809,938 25 |
|
| Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss Remeasurement of defined benefit obligations 5,645 -Unrealised gains (losses) measured at fair value through other comprehensive income 3,071 -Unrealised gains (losses) from subsidiaries accounted for using equity method in equity instruments measured at fair value through other comprehensive income (10,316) -Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translating the financial statements of foreign operations 1,159 -Income tax related to components of other comprehensive income that will be reclassified toprofit or loss -- |
(2,938)---(16,891) (1) (816) -(659) - |
|
| Other comprehensive income(loss),net of tax (441) - |
(21,304) (1) |
|
| Totalcomprehensiveincome $ 443,131 15 |
788,634 24 |
|
| Earnings per share Basic earnings per share $ 2.62 Diluted earnings pershare $ 2.62 |
4.76 4.76 |
16
(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, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Accounting Title | Common stock | Retained earnings | Retained earnings | Other components of equity | Other components of equity | Treasure Stocks | Total equity |
|---|---|---|---|---|---|---|---|
| Statutory surplus reserve |
Undistributed surplus (Accumulated deficit) |
Foreign Currency translation differences |
Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
||||
| Balance as of January 1, 2021 | $ 3,253,324 | $- |
$ (2,005,321) | $ (2,633) | $ (7) | $- |
$ 1,245,363 |
| Net Income Other comprehensive income (loss) Total comprehensive income (loss) Capital reduction for cover accumulated deficits |
-- |
-- |
809,938 (2,938) |
-(1,475) |
-(16,891) |
-- |
809,938 (21,304) |
-(1,553,324) |
-- |
807,000 1,553,324 |
(1,475)- |
(16,891)- |
-- |
788,634- |
|
| Balance at of December 31, 2021 | $ 1,700,000 | $- |
$ 355,003 | $ (4,108) | $ (16,891) | $- |
$ 2,033,997 |
| Balance as of January 1, 2022 | $ 1,700,000 | $- |
$ 355,003 | $ (4,108) | $ (16,891) | $- |
$ 2,033,997 |
| Appropriation and distribution of retained earnings: Statutory surplus reserve Net Income Other comprehensive income(loss) Total comprehensive income (loss) Disposal of gains (losses) measured at fair value through other comprehensive income Shares Buyback(Treasure Stocks) |
--- |
35,500-- |
(35,500) 443,572 5,645 |
--1,159 |
--(7,245) |
--- |
-443,572 (441) |
--- |
--- |
449,217 8,559 - |
1,159-- |
(7,245) (8,559) - |
--(41,599) |
443,131-(41,599) |
|
| Balance at of December 31, 2022 | $ 1,700,000 | $ 35,500 | $ 777,279 | $ (2,949) | $ (32,702) | $ (41,599) | $ 2,435,529 |
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, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
Cash flows from operating activities:Income before income tax |
2022 2021 |
|---|---|
| $ 440,457 $834,863 |
|
| 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 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 |
66,183 76,511 158 173 (3,879) 69,270 49,758 54,049 (607) (177) 21,265 15,757 3,665 7,516 1,065 - (2,872) (522,291) (2,534) (2,468) (46,716) 4,186 - (11,398) 69,458 (68,247) 2,277 130,457 205,058 (207,627) 27,184 13,926 599 (590) (57,215) (38,027) 7,372 (130,375) (1,002) 1,530 6,994 (17,824) (5,970) (5,768) 780,698 203,446 611 174 (49,774) (57,278) (6) 83 |
| Net cashprovided byoperatingactivities | 731,529 146,425 |
Cash flows from investing activities:Acquisition of financial assets at fair value through other comprehensive income Disposal 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) 11,789 - - (50,000) 50,000 32,300 - (1,677) - 3,553,610 (18,149) (17,647) 1,081 1,962 (21,796) - 13,446 95,446 (15,192) (27,040) |
| Net cash used in investingactivities | 21,179 3,566,954 |
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 Shares Buyback (Treasure Stocks) Net cash flows from(used in)financingactivities |
(572,675) (93,647) - 1,790,000 (200,000) (5,478,638) 7,587 3,000 (544) (11,729) (3,544) (3,949) (41,599) - (810,775) (3,794,963) |
| Effect of change rate changes on cash and cash equivalents | 48,777 (12,397) |
| Net decrease (increase) in cash and cash equivalents Cash and cash equivalents at beginningofperiod |
(9,290) (93,981) 68,133 162,114 |
| Cash and cash equivalents at end ofperiod | $ 58,843 $68,133 |
16
【 Attachment 4 】
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, 2022, and 2021, 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, 2022, and 2021, 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 2022 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 (12) 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 (8) 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 2022 and 2021, 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 23, 2023
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, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| December 31, 2022 December 31, 2021 |
|
|---|---|
| Amount % Amount % |
|
| Assets Current assets Cash Current financial assets at amortized cost Accounts receivable, net Accounts receivable – related parties Other receivables Current inventories Prepayments Other current financial assets Othercurrent assets |
$ 61,331 1 70,170 1 15,917 -54,803 1 678,136 16 722,760 15 15,148 -35,444 1 24,512 1 36,177 1 959,703 22 1,164,761 24 4,375 -31,659 1 71,580 2 66,289 1 2,638 -2,227 - |
| Totalcurrent assets | 1,833,340 42 2,184,290 45 |
| 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 Non-current net defined benefit assets Other non-current financial assets Other non-current assets |
11,282-29,847 1 956 -9,531 -1,575,187 36 2,128,815 44 15,979 -4,428 -798,428 18 267,004 6 156,540 4 137,040 3 3,090 -----18,737 -23,171 -29,214 1 |
| Total non-current assets | 2,584,633 58 2,624,616 55 |
| Total Assets |
$ 4,417,973 100 4,808,906 100 |
| Liabilities and equity Current liabilities Short-term loans Accounts payable Other payables Current tax liabilities Current provisions Current lease liabilities Current Portion of Long-term Debt Current refund liabilities Othercurrent liabilities |
31,499 13 602,478 13 84,217 2 138,112 3 154,934 4 151,771 4 16,911 -14,434 -15,436 -3,362 -3,235 -1,590,000 36 --18,175 -12,257 -14,214 -15,258 - |
| Totalcurrent liabilities | 1,927,746 43 938,547 20 |
| 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 37 238 -795 -12,647 -1,277 ---8,525 -41,813 1 35,765 1 |
| Total non-current liabilities | 54,698 1 1,836,362 38 |
| Total liabilities |
$ 1,982,444 44 2,774,909 58 |
| Equity Common stock Retained earnings Statutory surplus reserve Unappropriated retained earnings Other components of equity TreasuryStocks |
1,700,000 35 1,700,000 35 35,500 1 --777,279 18 355,003 7 (35,651) (1) (21,006) -(41,599) (1) -- |
| Equityattributable to owners ofparent | 2,435,529 56 2,033,997 42 |
| Total equity | 2,435,529 56 2,033,997 42 |
| Total liabilities and equity | $ 4,417,973 100 4,808,906 100 |
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, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| Amount % |
Amount % |
|
|---|---|---|
| $ 2,947,446 100 (2,202,825) (75) |
$ 3,191,831 100 (2,410,993) (75) |
|
| Grossprofit from operations | 744,621 25 |
780,838 25 |
| 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 |
(182,946) (6) (173,506) (6) (57,340) (2) 6,582 - |
(175,780) (5) (148,344) (5) (54,946) (2) (84,937) (3) |
| Total operatingexpenses | (407,210) (14) | (464,007) (15) |
| Net operatingincome | 337,411 11 |
316,831 10 |
| Non-operating income and loss Interest income 689 -Other income 64,580 2 Other gains and losses 109,183 4 Finance costs (49,758) (2) Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 (13,197) -Share of profit (loss) of Associates & Joint Venturesaccountedforusing equitymethod (8,451) - |
436-78,360 3 502,136 16 (54,049) (2) 15,667 -(24,518) (1) |
|
| Total non-operatingincome and expenses 103,046 4 |
518,032 16 |
|
| Profit (loss) from continuing operations before tax 440,457 15 Total tax expense(income) 3,115 - |
834,863 26 (24,925) (1) |
|
| Net Income 443,572 15 |
809,938 25 |
|
| Other comprehensive income Items that will not be reclassified to profit or loss Remeasurements of the defined benefit plan 5,645 -Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (6,952) -Unrealised gains (losses) from Associates & Joint Ventures accounted for using equity method in equity instruments measured at fair value through other comprehensive income (293) -Items that may be reclassified subsequently to profit or loss Exchange differences on translating the financial statements of foreign operations 1,159 -Income tax related to components of other comprehensive income that will be reclassified toprofit or loss -- |
(2,938)-(16,206) (1) (685) -(816) -(659) - |
|
| Other comprehensive income,net of tax (441) - |
(21,304) (1) |
|
| Total comprehensive income $ 443,131 15 |
$ 788,634 24 |
|
| Profit (loss), attributable to: Profit(loss),attributable to owners ofparent $ 443,572 15 |
$ 809,938 25 |
|
| Total comprehensive income attributable to: Profit(loss),attributable to owners ofparent $ 443,131 15 |
$ 788,634 24 |
|
| Earnings per share Basic earningsper share $ 2.62 |
$ 4.76 |
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, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| (Expressed in Thousands of New Taiwan Dollars) | (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 parent | Total equity | |||||
| Common stock | Retained earnings | Other components of equity | Treasure Stocks | ||||
| Statutory surplus reserve |
Undistributed surplus (Accumulated deficit) |
Foreign Currency translation differences |
Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
||||
| Balance as of January 1, 2021 | $ 3,253,324 | $- |
$ (2,005,321) | $ (2,633) | $ (7) | $- |
$ 1,245,363 |
| Net Income Other comprehensive income (loss) Total comprehensive income (loss) Capital reduction for cover accumulated deficits |
-- |
-- |
809,938 (2,938) |
-(1,475) |
-(16,891) |
-- |
809,938 (21,304) |
-(1,553,324) |
-- |
807,000 1,553,324 |
(1,475)- |
(16,891)- |
-- |
788,634- |
|
| Balance at of December 31, 2021 | $ 1,700,000 | $- |
$ 355,003 | $ (4,108) | $ (16,891) | $- |
$ 2,033,997 |
| Balance as of January 1, 2022 | $ 1,700,000 | $- |
$ 355,003 | $ (4,108) | $ (16,891) | $- |
$ 2,033,997 |
| Appropriation and distribution of retained earnings: Statutory surplus reserve Net Income Other comprehensive income(loss) Total comprehensive income (loss) Disposal of gains (losses) measured at fair value through other comprehensive income Shares Buyback(Treasure Stocks) |
--- |
35,500-- |
(35,500) 443,572 5,645 |
--1,159 |
--(7,245) |
--- |
-443,572 (441) |
--- |
--- |
449,217 8,559 - |
1,159-- |
(7,245) (8,559) - |
--(41,599) |
443,131-(41,599) |
|
| Balance at of December 31, 2022 | $ 1,700,000 | $ 35,500 | $ 777,279 | $ (2,949) | $ (32,702) | $ (41,599) | $ 2,435,529 |
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, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
Cash flows from operating activities:Income before income tax |
2022 2021 |
|
|---|---|---|
| $ | 440,457 834,863 |
|
| 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 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 |
78,916 89,064 158 173 6,615 69,270 49,758 54,049 (689) (436) 8,451 24,518 3,665 7,516 1,065 -(6,032) (522,291) (9,103) (2,869) (42,879) (440) (2,674) (2,625) - (11,398) 69,458 (68,247) 13,353 128,644 205,058 (207,627) 27,360 14,086 599 (590) (56,643) (40,885) 7,631 (128,465) (1,002) 1,530 6,995 (22,170) (5,970) (5,768) 794,547 209,902 693 433 (49,774) (57,278) (6) 83 |
|
| Net cashprovided by operating activities |
$ | 745,460 153,140 |
Cash flows from investing activities:Acquisition of financial assets at fair value through other comprehensive income Disposal 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 Increase in other non-current assets |
-(20,000) 11,789 -(11,977) (74,096) 50,882 83,653 - (34,752) - (1,677) - 3,553,610 (18,149) (17,647) 1,081 1,962 (21,796) -13,446 95,446 (15,189) (27,044) |
|
| Net cashusedin investing activities $ |
10,087 3,559,455 |
|
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 Treasury Stocks |
(572,675) (102,335) - 1,790,000 (200,000) (5,478,638) 7,587 3,000 (544) (11,729) (3,544) (3,949) (41,599) - |
|
| Net cash flowsfrom(usedin)financing activities $ |
(810,775) (3,803,651) |
|
| 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 |
46,389 (11,178) (8,839) (102,234) 70,170 172,404 |
|
| Cashand cashequivalents at end ofperiod $ |
61,331 70,170 |
25
【 Attachment 5 】
Comparison table for Articles of Incorporation before and after the amendment
| After amendment | Before amendment | Reason of |
|---|---|---|
| amendment | ||
| Article20-1 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 30% 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. |
Article20-1 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. |
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. The 18th amendment was made on June 20, 2023. |
Article23 The 16th amendment was made on June 9, 2020. The 17th amendment was made on June 23, 2022. |
Date of the 18th Amendment is added |
26
【 Attachment 6 】
OPTIMAX TECHNOLOGY CORPORATION
List of Independent Director Candidate
| Title/Name | Education | Experience | Present position | Shareholdings |
|---|---|---|---|---|
| Independent Director Huang Hsin |
Chief Information Officer, Formosa International Hotels Group Chief Information Officer, Hilton Hotels & Resorts |
Owner, HITOFUN LTD. |
0 Share | |
| Bachelor, Electronic | ||||
| Engineering, University | ||||
| of Houston | ||||
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【 Appendix 2 】
OPTIMAX TECHNOLOGY CORPORATION
Rules Governing the Transfer of Repurchased Company Shares to Employees in 2022
Date : 2023/3/23 (Amended)
Article 1 Purpose:
The company aims to attract and retain professional talents, motivate employees, enhance their sense of belonging, and create benefits for the company and shareholders. In accordance with relevant regulations such as Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the "Regulations Governing the Repurchase of Shares by Listed and OTC Companies" issued by the Financial Supervisory Commission, this policy is established for the repurchase of shares by the company and their transfer to employees. The company will carry out the repurchase and transfer of shares to employees in accordance with this policy, except as provided by relevant laws and regulations.
Article 2 Types of transferred shares, their rights and limitations on rights:
The shares transferred to employees in this transaction are ordinary shares, and their rights and obligations are the same as those of other publicly traded ordinary shares, except as otherwise provided by applicable laws and regulations or this policy.
Article 3 Transfer period:
The shares bought back in this transaction may be transferred to employees once or multiple times within five years from the date of share buyback in accordance with the provisions of this policy.
Article 4 Eligibility of transferees:
Employees who have been employed for one year or more before the subscription ex-date and are still employed or have made special contributions to the company or are professional staff required for the company's future strategy and have been approved by the Board of Directors may subscribe to the shares in accordance with the subscription amount set forth in Article 5 of this Regulations. The term "employee" as used in this Regulation refers to full-time employees on the formal roster of the Company and its domestic and foreign subsidiaries (companies in which the Company directly or indirectly holds more than fifty percent of the voting shares of the invested company).
Article 5 The employee is entitled to subscribe for a certain number of shares:
The criteria for determining the number of shares that employees are entitled to subscribe for should take into account their job level, years of service, special contributions to the company, and future development potential. The number of shares that employees are entitled to receive should also consider factors such as the total amount of repurchased shares held by the company on the share subscription reference date and the maximum number of shares that a single employee may subscribe for. The actual eligibility and subscription quantity for employees shall be determined by the board of directors and shall not be delegated to the chairman. However, for employees who are to be transferred as executives, approval from the Compensation Committee is required before submitting a proposal to
28
the board of directors for approval. For employees who are not in executive positions, approval from the Audit Committee is required before submitting a proposal to the board of directors for approval.
Article 6 The procedures for transferring repurchased shares to employees are as follows:
-
In accordance with the resolution of the board of directors, announce, report, and repurchase shares of the company within the execution deadline.
-
The board of directors shall establish and publicize the operational matters, such as the employee share subscription reference date, the criteria for the number of shares that can be subscribed for, the subscription payment period, the contents of the rights, and the restriction conditions, in accordance with these regulations.
-
Collect the actual number of subscribed and paid shares and handle the registration of the stock transfer.
Article 7 The agreed-upon transfer price per share:
The pricing principle for the actual transfer price of repurchased shares to employees in this transaction is calculated by taking the simple arithmetic average of the closing price of ordinary shares on the 15th business day before the pricing date, multiplied by 80%. However, if the number of ordinary shares issued by the company has increased or decreased before the transfer, it may be adjusted according to the ratio of the increase in the number of issued shares.
Article 8 Rights and obligations after the transfer:
After the transfer of repurchased shares to employees and the registration of transfer, unless otherwise specified, the remaining rights and obligations are the same as those of the original shares.
Article 9 Other matters related to the rights and obligations of the company and employees:
The taxes and fees incurred from the transfer of repurchased shares to employees shall be borne by the company or employees themselves in accordance with relevant laws and regulations.
Article 10 Other matters:
The shares repurchased by the company for transfer to employees shall be fully transferred within five years from the date of repurchase. Any portion that is not transferred within the deadline shall be treated as unissued shares of the company and the registration for cancellation of the shares shall be processed in accordance with relevant laws and regulations.
Article 11
This policy shall take effect upon approval by the board of directors and may be amended by resolution of the board of directors.
Article 12
This policy shall be reported to the shareholders' meeting and any revisions shall also be subject to the same reporting requirement.
29
【 Appendix 3 】
OPTIMAX TECHNOLOGY CORPORATION Articles of Incorporation (Before Amendment)
Date : 2022-6-23 (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.
30
| 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. | |
| 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. | |
| 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 re- | |
| electing 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. |
31
| 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. | |
| 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.
32
Article 20 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.
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. The 17th amendment was made on June 23, 2022.
33