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Optimax — AGM Information 2025
Jun 27, 2025
52283_rns_2025-06-27_edd7ff04-9765-41b8-894b-76b8a2a3c8e1.pdf
AGM Information
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OPTIMAX TECHNOLOGY CORPORATION 2025 Annual General Shareholders' Meeting
Time: 9:00a.m., Tuesday, June 24, 2025 Place: Optimax Technology Corporation – Plant 1 (No. 37, Lane 659, Pingdong Rd., Pingzhen Dist., Taoyuan City) Type of Meeting: Physical Meeting
Meeting Agenda:
The Chairman Calls the Meeting to order
Chairman's Address
5. Meeting Adjourned
1. Report Items
| (1) 2024 Annual Business Report 2 |
|---|
| (2) Audit Committee Review Report 2 |
| (3) Report on the Allocation of Remuneration to Employees and Directors for 20242 |
| (4) Report on the Execution of the Treasury Stock Repurchase2 |
| 2. Ratification Matters |
| (1) 2024 Business Report and Financial Statements 2 |
| (2) 2024 Profit Distribution Plan3 |
| 3. Discussion Matters |
| (1) Proposed Amendment to the "Articles of Incorporation"4 |
| 4. Questions and Motions |
Attachments
| Attachment 1: Business Report …………………………………………………………………………….…5 | |
|---|---|
| Attachment 2: Audit Committee Review Report …………………………………………7 | |
| Attachment 3: Parent Company Only Financial Statements for 2024 ……….………………………….8 |
|
| Attachment 4: Consolidated Financial Statements for 2024 …………………………………….………16 | |
| Attachment 5: Treasury Stock Repurchase Program Execution Report.……………………………….24 | |
| Attachment 6: Comparison Table of Amendments to the Articles of Incorporation ……….…………25 |
Appendix
| Appendix 1: Rules of Procedure for Shareholders' Meetings …………………………………….…….26 | |
|---|---|
| Appendix 2: Articles of Incorporation (Before Amendment) ……………………………………………28 | |
| Appendix 3: Shareholding Status of All Directors ………………………………………………………32 |
Report Items
1. 2024 Annual Business Report
Explanation:
The 2024 Business Report is attached as Attachment 1 (page 5-6).
2. Audit Committee Review Report
Explanation:
The 2024 Audit Committee review report is attached as Attachment 2 (page 7).
3. Report on the Allocation of Remuneration to Employees and Directors for 2024 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 shall be allocated as employee remuneration, and no more than 1% should be allocated as director remuneration.
- (2) In the year 2024, the company achieved a profit of NT\$379,765,952 (calculated before the deduction of employee and director remuneration). Employee remuneration of 1%, totaling NT\$3,797,660 and director remuneration of 0.5%, totaling NT\$1,898,830. Both will be disbursed in cash.
4. Report on the Execution of the Treasury Stock Repurchase
Explanation:
- (1) In accordance with Article 28-2 of the Securities and Exchange Act, the Company reported the Board of Directors' resolution and execution status regarding the repurchase of shares at the most recent shareholders' meeting.
- (2) Treasury Stock Repurchase Program Execution Report, please refer to Attachment 5 (page 24).
Ratification Matters
- 1. 2024 Business Report and Financial Statements. (Proposed by the Board of Directors) Explanation:
- (1) The 2024 Financial Statements were audited by the independent auditors, Hsin-Liang Wu and Ying-Lai Chou of BAKER TILLY CLOCK & CO.
- (2) For the 2024 Independent Auditors' Report, and the 2024 Financial Statements, please refer to Attachments 3-4 (pages 8-23).
- (3) For the 2024 Business Report, please refer to Attachment 1 (page 5-6).
Resolution:
2. 2024 Profit Distribution Plan (Proposed by the Board of Directors)
Explanation:
(1) 2024 Profit Distribution Table:
OPTIMAX TECHNOLOGY CORPORATION 2024 Profit Distribution Table
| Unit: NT\$ | |
|---|---|
| Items | Amount |
| The initial undistributed surplus | 517,401,862 |
| Plus : Net profit after tax in 2024 | 337,269,868 |
| Plus : Other comprehensive profit | 5,002,163 |
| (Actuarial gains and losses of defined benefit plan in 2024) | |
| Disposal of equity instruments measured at fair value through other | (26,222,881) |
| comprehensive income | |
| Cancellation of treasury shares | (22,393,330) |
| Deduction items: |
|
| Less : Statutory surplus reserve (10%) | 29,365,582 |
| Less : Reversal of special surplus reserve | (27,571,806) |
| The end undistributed surplus | 809,263,906 |
| Distributable items: | |
| Shareholders' dividend - cash (NT\$ 1.5 per share) |
250,500,000 |
| Undistributed surplus for the year |
558,763,906 |
Chairman:Peter Chao President:Wilson Chao Accounting Officer:Michael Chen
- (2) An amount of NT\$ 250,500,000 will be allocated from the distributable profits in 2024 for the distribution of cash dividends, with a dividend of NT\$ 1.5 per share. Any fractional amounts will be rounded down to the nearest whole NTD and 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 shall be authorized by the shareholders' meeting to handle the matter in accordance with the Company Act or other relevant laws and regulations.
Resolution:
Discussion Matters
- 1. Proposed Amendment to the "Articles of Incorporation " (Proposed by the Board of Directors) Explanation:
- (1) In accordance with the Presidential Decree No. 11300069631 dated August 7, 2024, and Article 14, Paragraph 6 of the Securities and Exchange Act, certain provisions of the Company's Articles of Incorporation have been amended.
- (2) For the comparison table of the revised Articles, please refer to Attachment 6 (page 25). Resolution:
Questions and Motions
Meeting Adjourned
【Attachment 1】
2024 Business Report
I. 2024 Business Report
(I) The results of implementation of the business plan
In the past, we have continuously adjusted and transformed in response to challenging economic conditions. In particular, following bank bailouts and financial restructuring, the company's operations have gradually stabilized.
Since 2023, we have optimized our product portfolio by focusing on high-margin automotive products as our main source of profit, while continuing to develop niche products such as VR/AR. In addition, we have maintained strict control over operating expenses, and both short-term and medium-to-long-term bank loans have been repaid on schedule to ensure a healthy financial structure.
Today, OPTIMAX has established itself as a specialized supplier of automotive polarizers. Looking ahead, we will continue to enhance the competitiveness of our products, actively invest in high-potential industries, and seek out more innovative opportunities to ensure stable growth.
We would like to express our heartfelt gratitude to all our shareholders, partners, and customers. Your trust and support have brought us to where we are today. Let us work together to achieve the next peak of growth for OPTIMAX!
| (II) | Analysis of the budget enforcement, receipts and expenditures, and profitability: | |||
|---|---|---|---|---|
| Item | 2024 | % | 2023 | % | Amount of Increase (Decrease) |
% |
|---|---|---|---|---|---|---|
| Operating revenue | 1,887,383 | 100.00 | 2,004,664 | 100.00 | (117,281) | (5.85) |
| Operating gross profit | 693,688 | 36.75 | 533,183 | 26.60 | 160,505 | 30.10 |
| Operating net profit | 352,702 | 18.69 | 204,133 | 10.18 | 148,569 | 72.78 |
| Annual net profit (loss) | 374,070 | 19.82 | 197,597 | 9.86 | 176,473 | 89.31 |
| Annual net profit (loss) of tax | 337,270 | 17.87 | 172,532 | 8.61 | 164,738 | 95.48 |
In Thousands of New Taiwan Dollars; %
In 2024, operating revenue was NT\$1,887,383 thousand, representing a decrease of NT\$117,281 thousand compared to 2023. However, the gross profit margin increased to over 37%, primarily due to a higher proportion of automotive polarizers, which accounted for 80% of total sales. The total gross profit for 2024 reached NT\$693,688 thousand, with a pre-tax net profit of NT\$374,070 thousand and a profit after tax of NT\$337,270 thousand.
| Item | ||||||
|---|---|---|---|---|---|---|
| Analysis of financial | Debt to asset ratio (%) | 39.08 | 40.94 | |||
| Structure | Long-term fund to real estate, factory, and Equipment ratio (%) |
246.35 | 237.42 | |||
| Analysis of debt-paying | Current Ratio (%) | 287.05 | 352.29 | |||
| structure | Quick Ratio (%) | 180.23 | 194.19 | |||
| ROA (%) | 8.62 | 4.81 | ||||
| ROE (%) | 13.39 | 7.06 | ||||
| Analysis of profitability | Net profit (loss) ratio (%) | 17.86 | 8.60 | |||
| Basic earnings per share (NT\$) | 2.01 | 1.03 |
(III) Status of production and R&D
The current development strategy focuses on high-value products, primarily for automotive, AR, and industrial control applications. Due to increasing competition in the automotive sector, enhancing product performance to maintain a competitive edge has become a key priority. In terms of improving product performance, the main focus is on increasing reliability—for instance, raising the guaranteed temperature from 95°C to 105°C or even 110°C.
Additionally, for the development of viewing angle compensation films, the company is actively collaborating with multiple suppliers to diversify its supply chain and reduce dependence on any single source.
As for VR/AR, current demand is mainly focused in AR. The emphasis is on micro-fabrication technologies, which differ significantly from conventional processes. This includes areas such as cutting and lamination. The development directions for each product are outlined as follows:
- 1. Automotive Applications: In addition to enhancing reliability and developing compensation films, larger panel sizes are becoming a growing trend. A key challenge is maintaining the original product performance as size increases, for example, addressing issues such as bending, which becomes more prominent with larger sizes, and implementing improvement strategies. Moreover, aside from polarizers for display panels, development is also focused on other in-vehicle applications, such as HUD cover plates and polarizers or films for privacy displays.
- 2. VR/AR Applications: In response to the unique requirements of VR/AR, manufacturing processes differ from conventional methods due to the extremely small sizes involved—sometimes less than 10mm. Therefore, micro-processing is essential. For cutting, the company is evaluating and introducing specialized blades and laser cutting technology. For lamination, it is assessing equipment for bonding film to glass, as well as glass-to-glass lamination technologies.
II. Future planning
- (I) The principle of operation and policy of production and sales
- 1. Continue repaying short- and long-term bank loans to reduce interest expenses.
- 2. Operate under the principle of prudence, ensuring stable quality and improving yield rates to reduce costs.
- 3. Focus resources on developing high-margin polarizer products, such as ultra-thin polarizers for sunglasses, automotive applications, and polarizers for VR/AR devices.
- 4. Revitalize idle assets, including the disposing of outdated equipment.
- 5. Actively invest in other promising industries, such as IC design for cybersecurity chips and biotechnology industries, including medical devices.
- (II) Future Development Strategies
- 1. Continue to strengthen relationships with existing major automotive customers by enhancing service quality and increasing product value-added, in order to expand the company's polarizer market share among clients and boost overall revenue.
- 2. Avoid competing in low-margin markets; instead, focus efforts on capturing high-margin, high-cash-flow niche markets.
- 3. Fully develop high-weather-resistant iodine-based and dye-based polarizers for automotive and industrial control applications, as well as polarizers for VR/AR products and sunglasses—targeting high value-added markets.
- 4. Continue exploring new customers and application markets among panel and module manufacturers in Taiwan, Mainland China, and Japan.
| Chairman | Peter Chao |
|---|---|
| President | Wilson Chao |
| Accounting Officer | Michael Chen |
【Attachment 2】
Audit Committee Review Report
The Board of Directors has made and reported the Company's 2024 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 2025 Annual General Meeting.
Convener of the Audit Committee Ted Kuo March 13, 2025
【Attachment 3】
Independent Auditors' Report
To Optimax Technology Corporation
Opinion
We have audited the Parent Company Only balance sheets of Optimax Technology Corporation as of December 31, 2024, and December 31, 2023, along with the Parent Company Only statements of comprehensive income, changes in equity, and cash flows for the periods from January 1, 2024, to December 31, 2024, and from January 1, 2023, to December 31, 2023, as well as the notes to the Parent Company Only financial statements (including a summary of significant accounting policies).
Based on the opinion of our auditor and the audit reports of other auditors (please refer to the Other Matters section), the Parent Company Only financial statements mentioned above have been prepared in all material respects in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. They are sufficient to express the financial position of Optimax Technology Corporation as of December 31, 2024, and December 31, 2023, as well as the financial performance and cash flows for the periods from January 1, 2024, to December 31, 2024, and from January 1, 2023, to December 31, 2023.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and Auditing Standards. Our responsibility under those standards will be further described in the section titled "The Accountants' Responsibilities in Auditing the Parent Company Only Financial Statements." We have stayed independent from Optimax Technology Corporation as required by The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled other responsibilities as stipulated by the Norm. Based on the audit results of our auditor and the audit reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
Key Audit Matters
The key audit matters are those matters that, in the auditor's professional judgment, were of most significance in the audit of the Parent Company Only financial statements of Optimax Technology Corporation for the year ended December 31, 2024. These matters were addressed in the overall audit of the Parent Company Only financial statements and were considered in forming the audit opinion. The auditor does not provide a separate opinion on these matters.
Key Audit Matters for the Parent Company Only financial statements of Optimax Technology Corporation. for the year ended December 31, 2024, are as follows:
1. Inventory Valuation
For the accounting policies of inventories, please refer to Note 4 (5) of the Parent Company Only 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 Parent Company Only Financial Statements; For the description of important accounting items in inventories, please refer to Note 6 (5) of the Parent Company Only 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:
- (1) Check the inventory age report and analyze the changes of inventory age in each period.
- (2) Evaluate the rationality of accounting policies, such as inventory depreciation or sluggish withdrawal policies.
- (3) Assess whether the valuation of inventories has been in accordance with the company's established accounting policies.
- (4) Obtain the report of the net realizable value of inventories on the end of the financial reporting period, the selling price of goods or the purchase price used to check the net realizable value, and other data sources, and recalculate the accrued inventory allowance to offset the loss in value to confirm such data. The performance of accounting estimates is consistent with its policies.
- (5) Understand the process of inventory management, review its annual inventory plan and participate in
annual inventory, and check inventory details to evaluate the effectiveness of management in distinguishing and controlling obsolete inventory.
2. Impairment assessment of Property, plant and equipment
For the accounting policy of asset impairment, please refer to Note 4 (10) of the Parent Company Only Financial Statements; For the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 5 of the Parent Company Only Financial Statements; For the description of important accounting items in Property, plant and equipment, please refer to Note 6 (7) of the Parent Company Only Financial Statements.
Optimax Technology Corporation is a highly capitalized industry and is facing the interference of various factors such as the economic environment and industry competition; due to the assessment of impairment of Property, plant and equipment, it is necessary to estimate and discount the future cash flow to estimate the recoverable amount and other processes, which are inherently highly uncertain, so the assessment of impairment of Property, plant and equipment is one of the key audit matters.
Our audit procedures performed in respect of the above area included the following:
- (1) Understand the relevant policies and procedures for impairment assessment, and assess the rationality of the management to identify the cash-generating units that may be impaired.
- (2) Regarding the recoverable amount of the independent assessment report issued by a third party appointed by Optimax Technology Corporation, examine the reasonableness of the relevant assumptions, and assess the qualification and independence of the appraiser.
Other Matters
Incorporated in the Parent Company Only financial statements is the investment in an associated company accounted for using the equity method. The financial statements of this associated company have not been audited by our auditor but by another auditor. Therefore, our auditor's opinion on the Parent Company Only financial statements includes the amounts pertaining to the associated company's financial statements accounted for using the equity method, as per the audit report of the other auditor.
As of December 31, 2024, and December 31, 2023, the carrying amount of the investment in the associated company, accounted for using the equity method but not audited by our auditor, are NT\$36,000 thousand and NT\$107,663 thousand, respectively, representing 1% and 3% of total assets, respectively. For the year ended December 31, 2024, and December 31, 2023, our share of the comprehensive loss from the associated company accounted for using the equity method are NT\$(71,663) thousand and NT\$(12,337) thousand, respectively, representing (21)% and (6)% of total comprehensive income, respectively.
The Management's Responsibility and Governing Body of the Parent Company Only Financial Statements
It is the management's responsibility to fairly present the Parent Company Only 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 Parent Company Only Financial Statements so as to avoid material misstatements due to fraud or errors therein.
In preparing for the Parent Company Only 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 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 Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance on whether the Parent Company Only 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 Parent Company Only 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 Parent Company Only 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:
- 1. Identified and evaluated the risk of a material misstatement(s) due to fraud or errors in the Parent Company Only 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.
- 2. 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.
-
3. Assess the appropriateness of the accounting policies adopted by the management level, as well as the reasonableness of their accounting estimates and relevant disclosures.
-
4. 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 Parent Company Only 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.
- 5. Evaluated the overall presentation, structure, and content of the Parent Company Only Financial Statements (including the related notes), and determined whether the Parent Company Only Financial Statements present related transactions and events fairly.
- 6. 6. Acquire sufficient and appropriate audit evidence for the financial information of the investee company that adopts the equity method to express opinions on Parent Company Only 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.
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 Parent Company Only Financial Statements of Optimax Technology Corporation of 2023. 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) Accountant: Hsin-Liang Wu / Ying-Lai Chou Approved audit number: FSC (6) No. 09600000880 / (80) Taiwan Financial Certificate (6) No. 53585 March 13, 2025
Parent Company Only Balance Sheets December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| December 31, 2024 | December 31, 2023 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | \$ 143,046 |
4 | 144,915 | 4 | |
| Current financial assets at amortized cost | 19,895 | - | 3,500 | - | |
| Accounts receivable, net | 715,379 | 17 | 548,234 | 13 | |
| Other receivables | 173,322 | 4 | 190,273 | 4 | |
| Current inventories | 603,022 | 15 | 686,954 | 17 | |
| Prepayments | 6,790 | - | 11,391 | - | |
| Other current financial assets | 3,521 | - | 82,932 | 2 | |
| Other current assets | 1,312 | - | 1,422 | - | |
| Total current assets | 1,666,287 | 40 | 1,669,621 | 40 | |
| Noncurrent assets | |||||
| Investments accounted for using equity method | 110,189 | 3 | 149,683 | 4 | |
| Property, plant and equipment | 1,491,235 | 36 | 1,556,660 | 38 | |
| Right-of-use assets | 11,286 | - | 13,348 | - | |
| Investment property, net | 622,523 | 15 | 557,804 | 14 | |
| Deferred tax assets | 116,121 | 3 | 144,736 | 4 | |
| Net defined benefit assets - non-current | 13,340 | - | 6,428 | - | |
| Other non-current assets | 128,306 | 3 | 7,705 | - | |
| Total non-current assets | 2,493,000 | 60 | 2,436,364 | 60 | |
| Total Assets | \$ 4,159,287 |
100 | 4,105,985 | 100 | |
| Liabilities | |||||
| Current liabilities | |||||
| Short-term borrowings | \$ 215,075 |
5 | 98,097 | 3 | |
| Accounts payable | 120,744 | 3 | 130,842 | 3 | |
| Other payables | 165,082 | 4 | 150,810 | 4 | |
| Current income tax liability | 870 | - | 12,735 | - | |
| Current provisions | 16,565 | 1 | 15,810 | - | |
| Current lease liabilities | 3,851 | - | 3,484 | - | |
| Current Portion of Long-term Debt | 21,600 | 1 | - | - | |
| Current refund liabilities | 3,767 | - | 2,461 | - | |
| Other current liabilities | 15,848 | - | 15,560 | - | |
| Total current liabilities | 563,402 | 14 | 429,799 | 10 | |
| Noncurrent liabilities | |||||
| Long-term borrowings | 980,000 | 24 | 1,210,000 | 30 | |
| Deferred tax liabilities | 8,394 | - | 1,367 | - | |
| Non-current lease liabilities | 8,750 | - | 10,701 | - | |
| Deposits received | 9,827 | - | 8,432 | - | |
| Total non-current liabilities | 1,006,971 | 24 | 1,230,500 | 30 | |
| Total liabilities | 1,570,373 | 38 | 1,660,299 | 40 | |
| Equity | |||||
| Common stock | 1,690,000 | 41 | 1,700,000 | 42 | |
| Retained earnings: | |||||
| Statutory surplus reserve Special surplus reserve |
101,883 29,948 |
2 1 |
81,278 35,651 |
2 1 |
|
| Undistributed surplus | 811,058 | 19 | 700,304 | 17 | |
| Other components of equity | (2,376) | (29,948) | (1) | ||
| Treasury Stocks | (41,599) | - (1) |
(41,599) | (1) | |
| Total equity | 2,588,914 | 62 | 2,445,686 | 60 | |
| Total liabilities and equity | \$ 4,159,287 |
100 | 4,105,985 | 100 |
Parent Company Only Statements of Comprehensive Income
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2024 | 2023 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Total operating revenue | \$ 1,887,383 |
100 | \$ 2,004,664 |
100 |
| Total operating costs | (1,193,692) | (63) | (1,471,475) | (73) |
| Gross profit from operations | 693,691 | 37 | 533,189 | 27 |
| Operating expenses | ||||
| Selling expenses | (127,651) | (7) | (127,196) | (6) |
| Administrative expenses | (148,216) | (8) | (153,618) | (8) |
| Research and development expenses | (42,308) | (2) | (52,834) | (3) |
| Expected Credit impairment loss/gain | (4,089) | - | 22,120 | 1 |
| Total operating expenses | (322,264) | (17) | (311,528) | (16) |
| Net operating income | 371,427 | 20 | 221,661 | 11 |
| Non-operating income and loss | ||||
| Interest income | 3,257 | - | 3,308 | - |
| Other income | 46,922 | 3 | 42,852 | 2 |
| Other gains and losses | 50,328 | 3 | (8,052) | - |
| Finance costs | (30,554) | (2) | (42,048) | (2) |
| Expected Credit impairment gain/loss | 513 | - | (7,179) | - |
| Share of profit or loss from subsidiaries and | (67,823) | (4) | (12,945) | (1) |
| associates accounted for using the equity method | ||||
| Total non-operating income and expenses | 2,643 | - | (24,064) | (1) |
| Income before tax | 374,070 | 20 | 197,597 | 10 |
| Income tax expense | (36,800) | (2) | (25,065) | (1) |
| Net Income for the period | 337,270 | 18 | 172,532 | 9 |
| Other comprehensive income | ||||
| Components of other comprehensive income that | ||||
| will not be reclassified to profit or loss | ||||
| Remeasurement of defined benefit obligations | 5,002 | - | (2,433) | - |
| Unrealized gains (losses) measured at fair value | - | - | 41,443 | 2 |
| through other comprehensive income | ||||
| Unrealized gains (losses) from subsidiaries | ||||
| accounted for using equity method in equity instruments measured at fair value through |
- | - | 985 | - |
| other comprehensive income | ||||
| Components of other comprehensive income | ||||
| that will be reclassified to profit or loss | ||||
| Exchange differences on translating the | ||||
| financial statements of foreign operations | 1,349 | - | (770) | - |
| Other comprehensive income for the period | ||||
| (net of tax) | 6,351 | - | 39,225 | 2 |
| Total comprehensive income | \$ 343,621 |
18 | \$ 211,757 |
11 |
| Earnings per share | ||||
| Basic earnings per share | \$ 2.01 |
\$ 1.03 |
||
| Diluted earnings per share | \$ 2.01 |
\$ 1.03 |
Parent Company Only Statements of Changes in Equity
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Retained earnings | Other components of equity |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accounting Title | Common stock | Statutory surplus reserve |
Special surplus reserve |
Undistributed surplus |
Foreign Currency translation differences |
Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
Treasure Stocks | Total equity | |||||
| Balance as of January 1, 2023 | \$ 1,700,000 | \$ 35,500 |
\$ - |
\$ 777,279 |
\$ | (2,949) | \$ | (32,702) | \$ | (41,599) | \$ 2,435,529 |
||
| Appropriation and distribution of retained earnings: |
|||||||||||||
| Statutory surplus reserve | - | 45,778 | - | (45,778) | - | - | - | - | |||||
| Special surplus reserve | - | - | 35,651 | (35,651) | - | - | - | - | |||||
| Ordinary cash dividend | - | - | - | (201,600) | - | - | - | (201,600) | |||||
| Net Income for the period |
- | - | - | 172,532 | - | - | - | 172,532 | |||||
| Other comprehensive income (loss) |
- | - | - | (2,433) | (770) | 42,428 | - | 39,225 | |||||
| Total comprehensive income (loss) | - | - | - | 170,099 | (770) | 42,428 | - | 211,757 | |||||
| Disposal of gains (losses) measured at fair value through other comprehensive income |
- | - | - | 35,955 | - | (35,955) | - | - | |||||
| Balance at of December 31, 2023 | \$ 1,700,000 | \$ 81,278 |
\$ 35,651 |
\$ 700,304 |
\$ | (3,719) | \$ | (26,229) | \$ | (41,599) | \$ 2,445,686 |
||
| Balance as of January 1, 2024 | \$ 1,700,000 | \$ 81,278 |
\$ 35,651 |
\$ 700,304 |
\$ | (3,719) | \$ | (26,229) | \$ | (41,599) | \$ 2,445,686 |
||
| Appropriation and distribution of retained earnings: |
|||||||||||||
| Statutory surplus reserve | - | 20,605 | - | (20,605) | - | - | - | - | |||||
| Special surplus reserve | - | - | (5,703) | 5,703 | - | - | - | - | |||||
| Ordinary cash dividend | - | - | - | (168,000) | - | - | - | (168,000) | |||||
| Net Income for the period |
- | - | - | 337,270 | - | - | - | 337,270 | |||||
| Other comprehensive income(loss) | - | - | - | 5,002 | 1,349 | - | - | 6,351 | |||||
| Total comprehensive income (loss) | - | - | - | 342,272 | 1,349 | - | - | 343,621 | |||||
| Disposal of gains (losses) measured at fair value through other comprehensive income |
- | - | - | (26,223) | - | 26,223 | - | - | |||||
| Shares Buyback (Treasure Stocks) | - | - | - | - | - | - | (32,393) | (32,393) | |||||
| Cancellation of treasury stocks | (10,000) | - | - | (22,393) | - | - | 32,393 | - | |||||
| Balance at of December 31, 2024 | \$ 1,690,000 |
\$101,883 | \$ 29,948 |
\$ 811,058 |
\$ | (2,370) | \$ | (6) | \$ | (41,599) | \$ 2,588,914 |
Parent Company Only Statements of Cash Flows
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before income tax | \$ 374,070 \$ |
197,597 |
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 63,638 | 64,325 |
| Amortization expense | 49 | 45 |
| Expected Credit impairment loss/gain | 3,576 | (14,941) |
| Interest expense | 30,554 | 42,048 |
| Interest income | (3,257) | (3,309) |
| Share of profit or loss from subsidiaries and associates | 67,823 | 12,945 |
| accounted for using the equity method | ||
| Loss on disposal of property, plant and equipment | 12,053 | 8,865 |
| Property, plant and equipment reclassification expense Loss on disposal of investment properties |
- 20 |
4 |
| Gain on disposal of non-current assets classified as held | - | |
| for sale | - | (6,368) |
| Reversal of impairment loss on non-financial assets | (4,332) | (39) |
| Unrealized foreign exchange gain | (56,803) | (61,517) |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | (133,777) | 153,768 |
| Other receivables | 1,259 | (6,351) |
| Inventories | 83,932 | 272,749 |
| Prepayments | 4,601 | (7,264) |
| Other current assets | 110 | 159 |
| Net defined benefit assets | (1,910) | (5,771) |
| Accounts payable | (8,879) | 48,436 |
| Other payable | 11,269 | (1,296) |
| Provisions | 755 | 1,376 |
| Other current liabilities | 1,594 | (14,368) |
| Cash generated from operation | 446,345 | 681,093 |
| Interest received Interest paid |
3,134 (30,947) |
3,235 (41,072) |
| Income taxes paid | (13,023) | (16,308) |
| Net cash inflows from operations | 405,509 | 626,948 |
| Cash flows from investing activities: | ||
| Disposal of financial assets at fair value through other | ||
| comprehensive income | - | 52,725 |
| Acquisition of financial assets measured at amortized cost | (16,395) | - |
| Acquisition of investments accounted for using the equity method | - | (120,000) |
| Increase in prepaid investment | (120,000) | - |
| Disposal of non-current assets as held for sale | - | 7,425 |
| Acquisition of property, plant and equipment | (14,066) | (25,352) |
| Disposal of property, plant and equipment | 714 | 1,667 |
| Acquisition of investment properties | (50,546) | (231) |
| Decrease (Increase) in other financial assets | 79,411 | (11,352) |
| Increase in other non-current assets | (1,322) | (462) |
| Net cash outflows from investing activities | (122,204) | (95,580) |
| Cash flows from financing activities: Increase in short-term loans |
118,364 | 66,884 |
| Payments of long-term debt | 270,000 | 2,840,000 |
| Repayments of long-term debt | (478,400) | (3,220,000) |
| Increase in guarantee deposits received | 1,395 | 245 |
| Payment of cash dividends | (168,000) | (201,600) |
| Payments of lease liabilities | (3,651) | (3,424) |
| Shares Buyback (Treasure Stocks) | (32,393) | - |
| Net cash outflows from financing activities | (292,685) | (517,895) |
| Effect of change rate changes on cash and cash equivalents | 7,511 | 72,599 |
| Net increase (decrease) in cash and cash equivalents | (1,869) | 86,072 |
| Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
\$ 144,915 143,046 \$ |
58,843 144,915 |
【Attachment 4】
Independent Auditors' Report
To Optimax Technology Corporation
Opinion
We have audited the consolidated balance sheets of Optimax Technology Corporation and its subsidiaries as of December 31, 2024, and December 31, 2023, along with the consolidated statements of comprehensive income, changes in equity, and cash flows for the periods from January 1, 2024, to December 31, 2024, and from January 1, 2023, to December 31, 2023, as well as the notes to the consolidated financial statements (including a summary of significant accounting policies).
Based on the opinion of our auditor and the audit reports of other auditors (please refer to the Other Matters section), the consolidated financial statements mentioned above have been prepared in all material respects in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. They are sufficient to express the financial position of Optimax Technology Corporation and its subsidiaries as of December 31, 2024, and December 31, 2023, as well as the financial performance and cash flows for the periods from January 1, 2024, to December 31, 2024, and from January 1, 2023, to December 31, 2023.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and Auditing Standards. Our responsibility under those standards will be further described in the section titled "The Accountants' Responsibilities in Auditing the Consolidated Financial Statements." We have stayed independent from Optimax Technology Corporation and its subsidiaries as required by The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled other responsibilities as stipulated by the Norm. Based on the audit results of our auditor and the audit reports of other auditors, 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, are of most significance in our audit of 2024 Consolidated Financial Statements of Optimax Technology Corporation and its subsidiaries. These matters are 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 (5) 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.
Our audit procedures performed in respect of the above area included the following:
- (1) Check the inventory age report and analyze the changes of inventory age in each period.
- (2) Evaluate the rationality of accounting policies, such as inventory depreciation or sluggish withdrawal policies.
- (3) Assess whether the valuation of inventories has been in accordance with the company's established accounting policies.
- (4) Obtain the report of the net realizable value of inventories on the end of the financial reporting period, the selling price of goods or the purchase price used to check the net realizable value, and other data sources, and recalculate the accrued inventory allowance to offset the loss in value to confirm such data. The performance of accounting estimates is consistent with its policies.
- (5) Understand the process of inventory management, review its annual inventory plan and participate in annual inventory, and check inventory details to evaluate the effectiveness of management in distinguishing and controlling obsolete inventory.
- 2. Impairment assessment of Property, plant and equipment
For the accounting policy of asset impairment, please refer to Note 4 (11) of the Consolidated Financial Statements; For the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 5 of the Consolidated Financial Statements; For the description of important accounting items in Property, plant and equipment, please refer to Note 6 (7) of the Consolidated Financial Statements.
Optimax Technology Corporation and its subsidiaries are 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
Incorporated in the consolidated financial statements is the investment in an associated company accounted for using the equity method. The financial statements of this associated company have not been audited by our auditor but by another auditor. Therefore, our auditor's opinion on the consolidated financial statements includes the amounts pertaining to the associated company's financial statements accounted for using the equity method, as per the audit report of the other auditor.
As of December 31, 2024, and December 31, 2023, the carrying amount of the investment in the associated company, accounted for using the equity method but not audited by our auditor, are NT\$36,000 thousand and NT\$107,663 thousand, respectively, representing 1% and 3% of total assets, respectively. For the year ended December 31, 2024, and December 31, 2023, our share of the comprehensive loss from the associated company accounted for using the equity method are NT\$(71,663) thousand and NT\$(12,337) thousand, respectively, representing (21)% and (6)% of total comprehensive income, respectively.
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 is 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 is 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:
- 1. 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.
- 2. 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.
- 3. Assess the appropriateness of the accounting policies adopted by the management level, as well as the reasonableness of their accounting estimates and relevant disclosures.
4. 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 is 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 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.
- 5. 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.
- 6. 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 2023. 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) Accountant: Hsin-Liang Wu / Ying-Lai Chou Approved audit number: FSC (6) No. 09600000880 / (80) Taiwan Financial Certificate (6) No. 53585 March 13, 2025
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)
| December 31, 2024 | December 31, 2023 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | \$ 148,275 |
3 | 150,608 | 4 | |
| Current financial assets at amortized cost | 116,959 | 3 | 26,171 | 1 | |
| Accounts receivable, net | 715,379 | 17 | 548,234 | 13 | |
| Other receivables | 26,242 | 1 | 24,077 | - | |
| Current inventories | 603,022 | 14 | 686,954 | 17 | |
| Prepayments | 7,157 | - | 11,730 | - | |
| Other current financial assets | 3,521 | - | 82,932 | 2 | |
| Other current assets | 1,312 | - | 1,422 | - | |
| Total current assets | 1,621,867 | 38 | 1,532,128 | 37 | |
| Noncurrent assets | |||||
| Investments accounted for using equity method | 36,000 | 1 | 107,663 | 3 | |
| Property, plant and equipment | 1,495,759 | 35 | 1,561,173 | 38 | |
| Right-of-use assets | 11,286 | - | 13,348 | - | |
| Investment property, net | 827,225 | 19 | 767,992 | 19 | |
| Deferred tax assets | 116,121 | 3 | 144,736 | 3 | |
| Net defined benefit assets - non-current | 13,340 | 1 | 6,428 | - | |
| Other non-current assets | 128,321 | 3 | 8,009 | - | |
| Total non-current assets | 2,628,052 | 62 | 2,609,349 | 63 | |
| Total Assets | \$ 4,249,919 |
100 | 4,141,477 | 100 | |
| Liabilities | |||||
| Current liabilities | |||||
| Short-term loans | \$ 215,075 |
5 | 98,097 | 3 | |
| Accounts payable | 120,743 | 3 | 134,327 | 3 | |
| Other payables Current income tax liability |
166,689 870 |
4 | 152,426 12,735 |
4 | |
| Current provisions | 16,565 | - | 15,810 | - | |
| Current lease liabilities | 3,851 | - - |
3,484 | - - |
|
| Current Portion of Long-term Debt | 21,600 | 1 | - | - | |
| Current refund liabilities | 3,767 | - | 2,461 | - | |
| Other current liabilities | 15,849 | - | 15,560 | - | |
| Total current liabilities | 565,009 | 13 | 434,900 | 10 | |
| Noncurrent liabilities | |||||
| Long-term borrowings | 980,000 | 23 | 1,210,000 | 30 | |
| Deferred tax liabilities | 8,394 | - | 1,367 | - | |
| Non-current lease liabilities | 8,750 | - | 10,701 | - | |
| Other non-current liabilities | 98,852 | 3 | 38,823 | 1 | |
| Total non-current liabilities | 1,095,996 | 26 | 1,260,891 | 31 | |
| Total liabilities | 1,661,005 | 39 | 1,695,791 | 41 | |
| Equity | |||||
| Common stock | 1,690,000 | 40 | 1,700,000 | 41 | |
| Retained earnings: | |||||
| Statutory surplus reserve | 101,883 | 2 | 81,278 | 2 | |
| Special surplus reserve | 29,948 | 1 | 35,651 | 1 | |
| Undistributed surplus | 811,058 | 19 | 700,304 | 17 | |
| Other components of equity | (2,376) | - | (29,948) | (1) | |
| Treasury Stocks | (41,599) | (1) | (41,599) | (1) | |
| Equity attributable to owners of parent | 2,588,914 | 61 | 2,445,686 | 59 | |
| Total equity | 2,588,914 | 61 | 2,445,686 | 59 | |
| Total liabilities and equity | \$ 4,249,919 |
100 | 4,141,477 | 100 |
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common share)
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Total operating revenue | \$ 1,887,383 |
100 | \$ | 2,004,664 | 100 | |
| Total operating costs | (1,193,695) | (63) | (1,471,481) | (73) | ||
| Gross profit from operations | 693,688 | 37 | 533,183 | 27 | ||
| Operating expenses | ||||||
| Selling expenses | (145,573) | (8) | (140,858) | (7) | ||
| Administrative expenses | (149,016) | (8) | (157,478) | (8) | ||
| Research and development expenses | (42,308) | (2) | (52,834) | (3) | ||
| Expected Credit impairment loss/gain | (4,089) | - | 22,120 | 1 | ||
| Total operating expenses | (340,986) | (18) | (329,050) | (17) | ||
| Net operating income | 352,702 | 19 | 204,133 | 10 | ||
| Non-operating income and loss | ||||||
| Interest income | 3,883 | - | 3,576 | - | ||
| Other income | 71,911 | 5 | 68,875 | 4 | ||
| Other gains and losses | 44,458 | 2 | (11,266) | (1) | ||
| Finance costs | (30,554) | (2) | (42,048) | (2) | ||
| Expected Credit impairment gain/loss | 513 | - | (2,903) | - | ||
| Share of profit or loss from associates accounted | (68,843) | (4) | (22,770) | (1) | ||
| for using the equity method | ||||||
| Total non-operating income and expenses | 21,368 | 1 | (6,536) | - | ||
| Income before income tax | 374,070 | 20 | 197,597 | 10 | ||
| Income tax expense | (36,800) | (2) | (25,065) | (1) | ||
| Net Income | 337,270 | 18 | 172,532 | 9 | ||
| Other comprehensive income | ||||||
| Components of other comprehensive income that | ||||||
| will not be reclassified to profit or loss | 5,002 | (2,433) | ||||
| Remeasurement of defined benefit obligations Unrealized gains (losses) measured at fair value |
- | - | ||||
| through other comprehensive income | - | - | 41,443 | 2 | ||
| Unrealized gains (losses) from subsidiaries | ||||||
| accounted for using equity method in equity | ||||||
| instruments measured at fair value through other | - | - | 985 | - | ||
| comprehensive income | ||||||
| Components of other comprehensive income that | ||||||
| will be reclassified to profit or loss | ||||||
| Exchange differences on translating the financial | 1,349 | - | (770) | - | ||
| statements of foreign operations Other comprehensive income for the period |
||||||
| (net of tax) | 6,351 | - | 39,225 | 2 | ||
| Total comprehensive income | \$ 343,621 |
18 | \$ | 211,757 | 11 | |
| Profit attributable to: | ||||||
| Profit attributable to owners of parent | \$ 337,270 |
18 | \$ | 172,532 | 9 | |
| Total comprehensive income attributable to: | ||||||
| Profit attributable to owners of parent | \$ 343,621 |
18 | \$ | 211,757 | 11 | |
| Earnings per share | ||||||
| Basic earnings per share | \$ 2.01 |
\$ | 1.03 | |||
| Diluted earnings per share | \$ 2.01 |
\$ | 1.03 |
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Retained earnings | Other components of equity |
|||||||
|---|---|---|---|---|---|---|---|---|
| Accounting Title | Common stock | Statutory surplus reserve |
Special surplus reserve |
Undistributed surplus |
Foreign Currency translation differences |
Unrealized gains(losses) from financial assets at fair value through other comprehensive income |
Treasure Stocks | Total equity |
| Balance as of January 1, 2023 | \$ 1,700,000 |
\$ 35,500 |
\$ - |
\$ 777,279 |
\$ (2,949) |
\$ (32,702) |
\$ (41,599) |
\$ 2,435,529 |
| Appropriation and distribution of retained earnings: |
||||||||
| Statutory surplus reserve | - | 45,778 | - | (45,778) | - | - | - | - |
| Special surplus reserve | - | - | 35,651 | (35,651) | - | - | - | - |
| Ordinary cash dividend | - | - | - | (201,600) | - | - | - | (201,600) |
| Net Income | - | - | - | 172,532 | - | - | - | 172,532 |
| Other comprehensive income(loss) | - | - | - | (2,433) | (770) | 42,428 | - | 39,225 |
| Total comprehensive income (loss) | - | - | - | 170,099 | (770) | 42,428 | - | 211,757 |
| Disposal of gains (losses) measured at fair value through other comprehensive income |
- | - | - | 35,955 | - | (35,955) | - | - |
| Balance at of December 31, 2023 | \$ 1,700,000 |
\$ 81,278 |
\$ 35,651 |
\$ 700,304 |
\$ (3,719) |
\$ (26,229) |
\$ (41,599) |
\$ 2,445,686 |
| Balance as of January 1, 2024 | \$ 1,700,000 |
\$ 81,278 |
\$ 35,651 |
\$ 700,304 |
\$ (3,719) |
\$ (26,229) |
\$ (41,599) |
\$ 2,445,686 |
| Appropriation and distribution of retained earnings: |
||||||||
| Statutory surplus reserve | - | 20,605 | - | (20,605) | - | - | - | - |
| Special surplus reserve | - | - | (5,703) | 5,703 | - | - | - | - |
| Ordinary cash dividend | - | - | - | (168,000) | - | - | - | (168,000) |
| Net Income | - | - | - | 337,270 | - | - | - | 337,270 |
| Other comprehensive income(loss) | - | - | - | 5,002 | 1,349 | - | - | 6,351 |
| Total comprehensive income (loss) | - | - | - | 342,272 | 1,349 | - | - | 343,621 |
| Disposal of gains (losses) measured at fair value through other comprehensive income |
- | - | - | (26,223) | - | 26,223 | - | - |
| Shares Buyback (Treasure Stocks) | - | - | - | - | - | - | (32,393) | (32,393) |
| Cancellation of treasury stocks | (10,000) | - | - | (22,393) | - | - | 32,393 | - |
| Balance at of December 31, 2024 | \$ 1,690,000 |
\$ 101,883 |
\$ 29,948 |
\$ 811,058 |
\$ (2,370) |
\$ (6) |
\$ (41,599) |
\$ 2,588,914 |
OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before income tax | \$374,070 | \$197,597 |
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 76,535 | 76,930 |
| Amortization expense | 49 | 45 |
| Expected credit impairment loss/gain | 3,576 | (19,217) |
| Interest expense | 30,554 | 42,048 |
| Interest income | (3,883) | (3,576) |
| Share of profit or loss from associates accounted for using the | ||
| equity method | 68,843 | 22,770 |
| Loss on disposal of property, plant and equipment | 12,053 | 8,700 |
| Loss on disposal of investment properties | 20 | - |
| Gain on disposal of non-current assets classified as held for sale | - | (6,368) |
| Reversal of impairment loss on non-financial assets | (4,332) | (39) |
| Unrealized foreign exchange gain | (47,033) | (61,518) |
| Deferred income transferred to income | (2,693) | (2,658) |
| Others | - | 109 |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | (133,777) | 153,768 |
| Other receivable | 3,113 | (5,462) |
| Inventories | 83,932 | 272,749 |
| Prepayments | 4,583 | (7,361) |
| Other current assets | 110 | 159 |
| Net defined benefit assets | (1,910) | (5,771) |
| Accounts payable | (12,365) | 51,274 |
| Other payable | 11,260 | (3,595) |
| Provisions | 755 | 1,376 |
| Other current liabilities | 1,595 | (14,368) |
| Cash generated from operation | 465,055 | 697,592 |
| Interest received | 3,760 | 3,502 |
| Interest paid | (30,947) | (41,072) |
| Income taxes paid | (13,023) | (16,308) |
| Net cash inflows from operations | 424,845 | 643,714 |
| Cash flows from investing activities: | ||
| Disposal of financial assets at fair value through other | - | 52,725 |
| comprehensive income | ||
| Acquisition of financial assets measured at amortized cost | (89,997) | (22,319) |
| Disposal of financial assets measured at amortized cost | - | 11,837 (120,000) |
| Acquisition of investments accounted for using the equity method | - (120,000) |
|
| Increase in prepaid investment | - | |
| Disposal of non-current assets as held for sale | - | 10,454 |
| Acquisition of property, plant and equipment | (14,066) | (26,105) |
| Disposal of property, plant and equipment | 714 | 1,889 |
| Acquisition of investment properties | (50,546) | (231) |
| Increase in other receivable - related parties | - | (8,654) |
| Decrease (increase) in other financial assets | 79,411 | (11,352) |
| Increase in other non-current assets | (1,322) (195,806) |
(461) (112,217) |
| Net cash outflows from investing activities | ||
| Cash flows from financing activities: | ||
| Increase in short-term loans | 118,364 | 66,884 |
| Payments of long-term debt | 270,000 | 2,840,000 |
| Repayments of long-term debt | (478,400) | (3,220,000) |
| Increase in guarantee deposits received | 61,676 | 245 |
| Payment of cash dividends | (168,000) | (201,600) |
| Payments of lease liabilities | (3,651) | (3,424) |
| Shares Buyback (Treasure Stocks) | (32,393) | - |
| Net cash outflows from financing activities | (232,404) | (517,895) |
| Effect of change rate changes on cash and cash equivalents | 1,032 | 75,675 |
| Net increase (decrease) in cash and cash equivalents | (2,333) | 89,277 |
| Cash and cash equivalents at beginning of year | 150,608 | 61,331 |
| Cash and cash equivalents at end of year | \$148,275 | \$150,608 |
【Attachment 5】
OPTIMAX TECHNOLOGY CORPORATION
Treasury Stock Repurchase Program Execution Report.
In accordance with Article 28-2 of the Securities and Exchange Act, the Company reports to the most recent shareholders' meeting on the board resolution regarding the repurchase of shares and its execution status.
| Buyback Program Number |
The 3rd | |
|---|---|---|
| To maintain company credit and | ||
| Purpose of Buyback | protect shareholders' rights and | |
| interests | ||
| Board Resolution Date | 2024/11/17 | |
| Buyback Period |
2024/10/22 ~2024/11/4 |
|
| Buyback Price Range |
NT\$21.46~45.23 | |
| Type and Quantity of Shares Buyback | 1,000,000 common shares | |
| Total Amount Spent on Buyback |
NT\$32,393,330 | |
| Average Buyback Price per Share |
NT\$32.39 | |
| Buyback Shares as a Percentage of Planned Quantity (%) |
100% | |
| Number of Shares Cancelled or Transferred | 1,000,000 common shares | |
| Cumulative Number of Shares Held by the Company | 2,000,000 common shares | |
| Percentage of Total Issued Shares Held by the Company (%) | 1.18% | |
| Buyback Program Number |
The 4th | |
| Purpose of Buyback | To maintain company credit and protect shareholders' rights and |
|
| interests | ||
| Board Resolution Date | 2025/3/14 | |
| Buyback Period |
2025/3/14 ~2025/4/13 |
|
| Buyback Price Range |
NT\$21.67~45.95 | |
| Type and Quantity of Shares Buyback | 1,000,000 common shares |
|---|---|
| Total Amount Spent on Buyback |
NT\$32,168,799 |
| Average Buyback Price per Share |
NT\$32.17 |
| Buyback Shares as a Percentage of Planned Quantity (%) |
100% |
| Number of Shares Cancelled or Transferred | 0 common shares |
| Cumulative Number of Shares Held by the Company | 3,000,000 common shares |
| Percentage of Total Issued Shares Held by the Company (%) | 1.78% |
| Buyback Program Number |
The 5th | |
|---|---|---|
| To maintain company credit and | ||
| Purpose of Buyback | protect shareholders' rights and | |
| interests | ||
| Board Resolution Date | 2025/4/11 | |
| Buyback Period |
2025/4/14 ~2025/5/13 |
|
| Buyback Price Range |
NT\$16.87~45.11 | |
| Type and Quantity of Shares Buyback | 1,000,000 common shares | |
| Total Amount Spent on Buyback |
NT\$27,384,187 | |
| Average Buyback Price per Share |
NT\$27.38 | |
| Buyback Shares as a Percentage of Planned Quantity (%) |
100% | |
| Number of Shares Cancelled or Transferred | 0 common shares | |
| Cumulative Number of Shares Held by the Company | 4,000,000 common shares | |
| Percentage of Total Issued Shares Held by the Company (%) | 2.37% |
Comparison table for Articles of Incorporation before and after the amendment
| After amendment | Before amendment | Reason of amendment |
|---|---|---|
| Article20 When the Company allocates the profit of the current year, if any, 1%~10% of the profit shall be set aside as employees' compensation, which to be distributed to the qualified employees of the Company or of the subsidiaries of the Company employees in the form of stock or cash. The Board of Directors is hereby authorized to set forth the plan of distribution. The Company may, subject to the resolution adopted by the Board of Director, further allocate no more than 1% of the aforesaid profit as Directors' compensation. The proposals of the employees' compensation and the directors' compensation shall be approved by a majority of total Directors and then reported on the Shareholders' meeting. Of the total amount allocated for employee compensation, no less than 50% shall be distributed to grassroots (non-executive) employees. |
Article20 When the Company allocates the profit of the current year, if any, 1%~10% of the profit shall be set aside as employees' compensation, which to be distributed to the qualified employees of the Company or of the subsidiaries of the Company employees in the form of stock or cash. The Board of Directors is hereby authorized to set forth the plan of distribution. The Company may, subject to the resolution adopted by the Board of Director, further allocate no more than 1% of the aforesaid profit as Directors' compensation. The proposals of the employees' compensation and the directors' compensation shall be approved by a majority of total Directors and then reported on the Shareholders' meeting. |
Amended in accordance with decree requirements (Note) |
| 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. The 19th amendment was made on June 20, 2024. The 20th amendment was made on June 24, 2025. |
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.The 19th amendment was made on June 20, 2024. |
Date of the 20th Amendment is added |
Note: In accordance with the Presidential Decree No. 11300069631 dated August 7, 2024, and Article 14, Paragraph 6 of the Securities and Exchange Act.
【Appendix 1】
OPTIMAX TECHNOLOGY CORPORATION Rules and Procedures for Shareholders' Meeting
- 1. Except otherwise provided in the applicable laws and regulations, the Shareholders' Meeting of the Company should be subject to the rules stipulated hereby.
- 2. The Company should have an attendance book in place for shareholders to sign in person; attended shareholders can hand in a card with their names on it for the same purpose. Shares represented by a shareholder will be decided according to the attendance book or the signature card the shareholder hands in, along with the number of shares granting the right to vote in written or electronic forms.
- 3. The attendance and voting taking place in the Shareholders' Meeting should be calculated on the base of the number of shares the shareholder possesses.
- 4. The venue of the Shareholders' Meeting should be in the Company or places with good transportation for shareholders to attend the meeting. The venue of the meeting should be appropriate for the convening of such meeting. The meeting should not start earlier than 9 AM or later than 3 PM.
- 5. The Company can appoint its own attorneys, accountants, or other relevant staff to attend the Shareholders' Meeting. The staff of the Shareholders' Meeting should wear identification cards.
- 6. The chairman should announce the commencement of the meeting at the scheduled time; however, if the present shareholders altogether does not constitute half of the total number of the Company's issued stocks, the chairman may postpone the meeting. The number of postponements should be no more than two times and the total time of postponement should be less than an hour. If, after two postponements, the total shareholders present still does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total number of the Company's issued shares. A notice of such tentative resolution should be distributed to all shareholders in accordance with Paragraph 1 of Article 175 of the Company Act. The Shareholders' Meeting should be reconvened within a month. If the number of present shareholders constituting half of the total number of the Company's issued stocks is reached before the meeting is over, the chairman may deem such situation as a tentative resolution and proffer it for the meeting to vote in accordance with Article 174 of the Company Act.
- 7. The agenda of the Shareholder's Meeting convened by the Board should also be stipulated by the Board. The meeting should follow the agenda and should not be changed without the resolution of the Board. The provision of preceding article should apply when the Shareholders' Meeting is convened by people with the right to convene such meetings other than the Board. The chairman of the Shareholders' Meeting should not dismiss the meeting before the previous two types of agenda (including AOB) are completed with a resolution being made. The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.
-
8. Before making a speech, the present shareholder should write down the gist of the speech, the shareholder's number (or the number of the attendance certificate) and the account name on a slip of paper. The chairman will decide the order of speech. If the present shareholder hands in the paper split but does not actually make the speech, it is construed that the shareholder does not make that speech at all. If there are discrepancies between the content on the paper slip and the shareholder's actual speech, the latter should prevail. Unless approved by the chairman, shareholders should not interfere when another fellow shareholder is speaking. The chairman is entitled to stop the interfering shareholder.
-
9. A shareholder is allowed to make a speech once for each motion unless approved by the chairman. Each speech should not exceed five minutes. The chairman is entitled to stop the shareholder's speech when the shareholder violates the preceding provision or when the speech digresses from the motion.
- 10. Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting. If a legal entity is a shareholder and designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
- 11. After the speech of a shareholder, the chairman may respond him/herself or appoint an appropriate person to respond.
- 12. The chair may announce to end the discussion of any discussion item and go into voting if the chair deems it appropriate.
- 13. The person(s) to monitor and the person(s) to count the ballots shall be appointed by the chair. The person(s) monitoring the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and recorded in the minutes of the Meeting.
- 14. The chairman is entitled to announce recesses during the meeting.
- 15. Except otherwise provided in the Company Act of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
- 16. If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any of them has been adopted, the other shall be deemed vetoed and no further voting is necessary.
- 17. The chair may require or supervise the disciplinary officers or the security guards to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officer" for identification purpose.
- 18. In case of incident due to force majeure, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
- 19. Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act of Republic of China and the Articles of Incorporation of the Company.
OPTIMAX TECHNOLOGY CORPORATION Articles of Incorporation (Before Amendment)
Date:2024/6/20
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 theCompany'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 |
|---|---|
| 2. CE01030 | Photographic and Optical Equipment Manufacturing |
| 3. F219010 | Electronic Materials Retail |
| 4. F213040 | Retail Sale of Precision Instruments |
| 5. C805010 | Manufacture of Plastic Sheets, Pipes and Tubes |
| 6. C801100 | Synthetic Resin and Plastic Manufacturing |
| 7. F401010 | International Trade |
| 8. 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 places.
Chapter 2: Shares
- Article 4 Thecompany'stotalcapitalisratedatNT\$10billion,dividedinto100thousandsharesat\$ 10 per share. The council decided to issue in batches. 50 thousand 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.
- 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 repurchased, 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.
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.
- 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.
The distribution of profits by the Company shall be subject to consideration of the current and future development plans, investment environment, funding requirements, domestic and international competitive conditions, and other factors that impact shareholder interests. At least 30% of the current fiscal year's profits are allocated for distribution to shareholders as dividends. 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. The 18th amendment was made on June 20, 2023. The 19th amendment was made on June 20, 2024.
【Appendix 3】
OPTIMAX TECHNOLOGY CORPORATION Shareholdings of A ll Directors
- 1. The Company has issued capital of the Company is NT\$ 1,690,000,000 representing 169,000,000 common shares. According to Article 26 of the Securities and Exchange Act, the minimum number of shares that shall be held by all directors of the company is 10,140,000.
- 2. According to Article 2 of the "Public Issuing Company Directors and Supervisors' Shareholding Ratio and Implementation Rules for Inspection", if more than 2 independent directors are elected, the total shareholding percentage calculated by all directors and supervisors other than the independent directors will be reduced to 80 %. In addition, if the company has set up an audit committee in accordance with this law, the regulations concerning the number of shares held by the supervisor shall not be less than a certain ratio.
- 3. As of April 26, 2025, the number of shares held by all directors is 18,432,408 shares, accounting for 10.90% of the company's total shares. The actual collective shareholding of directors was shown as below:
| Title | Name | Shareholders Represented |
No. of Shareholding |
Shareholding ration % |
|---|---|---|---|---|
| Chairman | Peter Chao | 16,450,416 | 9.73 | |
| Director | Wilson Chao | 1,630,837 | 0.96 | |
| Director | Jin-De Wang | Shi-Hong Industrial Co., Ltd. |
346,753 | 0.21 |
| Director | Shi-Fen Lin | Shi-Hong Industrial Co., Ltd. |
346,753 | 0.21 |
| Director | Wei-Jie Wu | Shi-Hong Industrial Co., Ltd. |
346,753 | 0.21 |
| Director | Xiao-Nan Xiang | 4,402 | 0 | |
| Director | Qi-Bang Yu | 0 | 0 | |
| Director | Chang-Shu Jiang | 0 | 0 | |
| Independent Director | Ted Guo | 0 | 0 | |
| Independent Director | Tzeng-Guey Gu | 0 | 0 | |
| Independent Director | Min Chao | 0 | 0 | |
| Independent Director | Hsin Huang | 0 | 0 | |
| Total | 18,432,408 | 10.90 |