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POWERTECH — AGM Information 2023
Jun 29, 2023
52310_rns_2023-06-29_c36e3bf0-3151-4289-90cc-287be8ec3ad5.pdf
AGM Information
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Stock Code ： 3296
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POWERTECH INDUSTRIAL CO., LTD
2023 Annual General Shareholders’ Meeting Meeting Handbook
MEETING TIME: June 13, 2023 at 9:00 AM
PLACE: 10F., No. 407, Sec. 2, Zhong Shan Rd., Zhonghe Dist. New Taipei City 23558, Taiwan (R.O.C)
Table of Contents
| Table of Contents | Table of Contents | Table of Contents |
|---|---|---|
| I. Meeting Procedure…………..................................... | P1 | |
| II. Meeting Agenda | P2 | |
| 1. Management Presentation…………………….……………. | P3 | |
| 2. Recognition……………..……………………...................... | P7 | |
| 3. Election...…………………………………………………... | P10 | |
| 4. Questions and Motions ……………………………………. | P12 | |
| III. Attachments | ||
| 1. 2022 Business Report……………………….........……….. | P13 | |
| 2. Supervisors’ Review Report for the year 2022 Financial Statements………………………….……………………... |
P17 | |
| 3. Aging table of receivables and payments between Powertech Group…………………………………. |
P18 | |
| 4. Financial Statements for the year 2022………..…………. | P19 | |
| IV.Appendices | ||
| 1. Articles of Incorporation………..………………………… | P31 | |
| 2. Rules of Procedures for Shareholders Meetings…..…..….. | P36 | |
| 3. Rules for the election of directors……………………….. | P39 | |
| 4. Shareholding of Directors ……………….……………… | P41 | |
| 5. Acceptance of proposals submitted by shareholders for this annual general shareholders’meeting…………………… |
P42 |
POWERTECH INDUSTRIAL CO., LTD.
2023 Annual General Shareholders’ Meeting Procedure
- Report the number of shares to attend
2. Chairman to announce the commencement of meeting
- Chairmen Remarks
4. Management Presentation
5. Recognition
- Election
7. Questions and Motions
8. Adjournment
- 1 -
POWERTECH INDUSTRIAL CO., LTD 2023 Annual General Shareholders’ Meeting Agenda
Time: 09:00 a.m. June 13 ,2023 (Tueday)
Place: 10F., No.407, Sec. 2, Zhong Shan Rd., Zhonghe Dist., New Taipei City 23558, Taiwan (R.O.C)
I. Report the number of shares to attend
-
II. Chairman to announce the commencement of meeting
-
III. Chairman Remarks
-
IV. Management Presentation:
-
Report on Business of the year 2022.
-
Audit Committee’s Audit Report on the year 2022 Financial Statements.
-
Report on financial and business transactions between the company and related parties.
-
V. Recognition:
-
Adoption of the 2022 Business Report and Financial Statements.
-
Adoption of the Proposal for 2022 Deficit.
-
VI. Election:
-
By-Election of an independent Directors.
-
VII. Questions and Motions
VIII. Adjournment
- 2 -
Management Presentation
- 3 -
No. 1
Proposed by the Board of Directors
Proposal:
Report on Business of the year 2022.
Explanatory Notes:
- 2022 Business Report is attached hereto as Attachment 1.
- 4 -
No. 2
Proposed by the Board of Directors
Proposal:
Audit Committee’s Review Report for the 2022 Financial Statements
Explanatory Notes:
- Audit Committee Audit Report for the year 2022 financial statements is attached hereto as Attachment 2.
- 5 -
No. 3
Proposed by the Board of Directors
Proposal:
Report on financial and business transactions between the company and related parties.
Explanatory Notes:
- The report on financial and business transactions between the company and related parties is attached hereto as Attachment 3.
- 6 -
Recognition
- 7 -
No. 1
Proposed by the Board of Directors
Proposal:
Adoption of the 2022 Business Report and Financial Statements
Explanatory Notes:
-
The Company’s 2022 financial statements have been audited by Hsu, Yu-Feng and Lee, Tzu-Hui, certified public accountants from KPMG, who have issued and Audit Report.
-
The “2022 Business Report” and “2022 Financial Statements” are attached hereto as Attachments 1 & 4.
Resolution:
- 8 -
No. 2
Proposed by the Board of Directors
Proposal:
Adoption of the Proposal for 2022 Deficit.
Explanatory Notes:
-
The company’s net loss after tax in 2022 was NT$ 66,810,998.
-
The company's 2022 earnings distribution, because there is no distribution of surplus, it is planned not to distribute.
Resolution:
- 9 -
Election
- 10 -
No. 1
Proposed by the Board of Directors
Proposal:
By-Election of an independent Director.
Explanatory Notes:
-
In response to the request of the competent authority, by-election of an independent director; the term of the newly elected director starts from June 13, 2023 to June 13, 2025.
-
The candidate nomination system is adopted for the election of director. Shareholders should select candidates from the list of director, the experience and other relevant information is attached hereto as Appendix 5.
Resolution
- 11 -
Questions and Motions
Adjournment
- 12 -
Attachment 1 2022 Business Report
Operating Report of 2022
A. The implementation of business plans
Unit: in thousand NTD
| Unit: in thousand NTD | Unit: in thousand NTD | |||||
|---|---|---|---|---|---|---|
| Item | 2022 | 2021 | Increase/decrease | |||
| NTD | ％ | NTD | ％ | NTD | ％ | |
| OperatingIncome | 2,558,533 | 100.00% | 3,194,154 | 100.00% | -635,621 | -19.90% |
| OperatingMargin | 372,835 | 14.57% | 285,782 | 8.95% | 87,053 | 30.46% |
| OperatingInterest | -96,699 | -3.78% | -159,883 | -5.01% | 63,184 | 39.52% |
| Pre-tax netprofit | -46,232 | -1.81% | -161,966 | -5.07% | 115,736 | 71.46% |
| After-taxprofit | -66,811 | -2.61% | -158,316 | -4.96% | 91,505 | 57.80% |
Source: KPMG audited Financial Statements of 2022
In fiscal 2022 the consolidated operating income was $ 2,558,533 (thousand NT), representing an decrease of $ 635,621 (thousand NT) or 19.90% for 2021. The consolidated operating margin for the year was $ 372,835 (thousand NT), up by $87,053 (thousand NT) or 30.46% over year of 2021. The After –tax deficit of year 2022 was 66,811 (thousand NT) ,a decrease of 91,505 (thousand NT), a decrease of 57.80% for year 2021.
In 2022, overall, under the influence of mutant virus, Russia-Ukraine war, high inflation and climate change, the global economic performance was not satisfactory in 2022. Most countries implemented monetary policy tightening in order to control high inflation. Negative impacts such as rising inflation, policy tightening and financial pressure have dimmed the outlook for the global economy, and the slowdown will continue until 2023. The economic performance of the United States and Europe may fall into zero growth. Due to the efforts of the main market to digest the inventory, the company's overall revenue in 2022 decreased by nearly 635,621 thousand NT(a decline of 19.90%) compared with 2021. In terms of the exchange rate, the yen rose sharply due to the hawkishness of the Bank of Japan’s policy, and the New Taiwan dollar also rose along with the yen. In addition, the time sequence is approaching the end of the year, foreign capital is on a long holiday, and trading is sluggish. Exporters must make accounts and pay year-end bonuses, Demand for dividends and other factors led to an upward trend in the NT dollar exchange rate in December. The exchange rate at the end of the month closed at US$30.71, an increase of 0.63%. The overall profit increased by 91,535 thousand yuan compared with 2021.
Looking forward to 2023 and observing the recent international economic situation, major forecasting agencies currently predict that the global economic performance will slow down sharply in 2023, and even the economic growth in Europe and the United States may fall into recession. However, due to the continued inflation problem, the dilemma between economic growth and inflation In reality, most countries have resorted to strategies of raising interest rates and shrinking their balance sheets, resulting in continued decline in economic growth. Although inflation in Europe and the United States has slowed down recently, the pace of interest rate hikes is expected to slow down, but because inflation is still far from the target, the Fed and ECB have not stopped raising interest rates. Considering the impact of monetary policy on employment and consumption is relatively lagging, the global The economy is at risk of a full-blown and severe recession. Overall, under the influence of mutant virus, Russia-Ukraine war, high inflation and climate change, major economies have launched a cycle of interest rate hikes to combat inflation. High interest rates affect the willingness of companies to invest. Manufacturing activities in various countries have slowed down significantly, and The slowdown continues until 2023, and the economic performance of the United States and Europe may fall into zero growth or even recession. Therefore, major international forecasting agencies believe that the growth rate of global economic and trade in 2023 will slow down compared with 2022. The company will continue to actively launch new products and explore new markets, and the company will continue to actively engage in the integration of production and sales and the strengthening of competitiveness in the future. In terms of business, in line with changes in the external
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industrial environment, formulate competitive strategies, and actively develop new products, new customers and new application markets. In terms of research and development, in response to the requirements for energy saving and carbon reduction, a dedicated energy management unit has been established to accelerate the development of related products. In terms of service, meet customer needs, provide better quality and delivery time, and raise the threshold of competition. In terms of social responsibility, in line with the market's demand for green environmental protection, energy saving and carbon reduction, and carbon footprint verification, a series of energy management products such as green environmental protection, energy saving, and carbon reduction are planned to fulfill social responsibilities while pursuing profits.
B. the result of the budget ：
while pursuing profits. result of the budget： |
|||
|---|---|---|---|
| Unit:inthousands | |||
| Item | Amount(actual) | Amount(budget) | Actual/budget |
| Surge Protector for IT Peripherals |
8,366 | 14,202 |
58.91% |
| Power Noise Filter for Audio and VideoDevices |
310 |
195 |
158.97% |
| IoT and Smart Home Power Safety System |
522 | 898 |
58.13% |
| Others | 1,162 | 645 |
180.16% |
| Total | 10,360 | 15,940 |
65.00% |
Analysis of financial revenue and expenditure and profitability
Unit : in thousand NT
| Revenue and Expenditure |
Item | 2022 | 2021 |
|---|---|---|---|
| Revenue | 2,558,533 | 3,194,154 | |
| Operatingmargin | 372,835 | 285,782 | |
| Netprofit after tax | -66,811 | -158,316 | |
| Profitability | ROA(%) | -1.84% | -5.66% |
| ROE(%) | -5.30% | -11.56% | |
| Net return(%) | -2.61% | -4.96% | |
| Retrospective EPS(元) | -0.69 | -1.64 |
research and development status
The R&D expenses invested by the Company in 2022 ：
Unit : in thousand NTD
| Unit : in thousand NTD | |
|---|---|
| Item | Amount |
| R&D costs | 104,756 |
| Net operatingincome | 2,558,533 |
| Proportion of net operatingincome ratio | 4.09% |
C. Operating principles:
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-
Actively develop new customers, new markets and new applications to expand the company's operating scale.
-
Strengthen the research and development of core technologies and develop new products with higher added value to increase the competition threshold and improve profitability.
-
Carry out patent layout and strengthen intellectual property rights protection to improve barriers to industrial entry.
-
Strictly control costs, improve management efficiency, and enhance international competitiveness.
The expected number of sales and its basis
Based on the industrial environment and the supply and demand of the market, and considering the own capacity and business development, the Company expects sales as follows :
| llows : | |
|---|---|
| Unit : in thousands | |
| Item | Amout |
| Surge Protector for IT Peripherals | 9,002 |
| Power Noise Filter for Audio and Video Devices |
332 |
| IoT and Smart Home Power Safety System |
1,006 |
| Others | 1,112 |
| Total | 11,452 |
Important production and marketing policies
-
Continue to invest in innovative research and development to improve product quality and reduce production costs.
-
Strengthen process management and improve production efficiency .
-
To grasp the price fluctuations of raw materials, strengthen inventory control, and give full play to purchasing advantages.
-
To grasp the market trends, the development of new products, develop new applications market, to enhance profitability to expand the breadth and depth of the product .
The future development strategy of the company
-
With the market trends, and actively develop green products, and strive to product innovation, expand product niche.
-
Strengthen the marketing channels, enhance the quality, price and delivery competitiveness, to enhance market share.
By the external competitive environment, regulatory environment and the overall operating
environment
In the global climate change, the rise of environmental awareness, energy management and energy conservation and carbon reduction issues, has gradually transformed into the pursuit of profit and good corporate social responsibility of the primary goal. The overall community for enterprise products, the tracking and verification of carbon footprint needs continued to heat up, but also to provide the company to broaden the competitive threshold of the product opportunities. The company will focus on power management technology research and development, through the combination of part of the cloud and software technology, the introduction of a more comprehensive environmental energy solutions to meet customer demand for high efficiency energy management products.
- 15 -
I would like to thank the shareholders for their support of the Company on the report on the business report for the year 2022 and the summary of the 2023 business plan. The company will also make the best efforts of all employees, forging chain is better than the previous operating strength, performance support for shareholders to return. In the future, we hope that the shareholders will continue to give the company support and encouragement to create a bright future. I wish all the shareholders good health, all the best!！
Sincerely yours,
Chairman of the Board and CEO: Yi-Hsiung Chou
Accouting Officer: Rita Ko
- 16 -
Attachment 2 Audit Committee’s Review Report for the year 2022 Financial Statements AUDIT COMMITTEE’S REVIEW REPORT
The Board of Directors has prepared the Company’s 2022 Financial Statements. - - The CPA firm of KPMG, by CPA Hsu, Yu Feng and Lee, Tzu Hui was retained to audit the Company’s Financial Statements and has issued an audited report relating to the Financial Statements. The Financial Statements, Business Report, and the Proposal for loss recovery of 2022 Deficits have been reviewed and determined to be correct and accurate by Supervisors. According to Article 219 of the Company Law, we hereby submit this report.
Convener: Shin-Rong Shiah-Hou
March 13, 2023
- 17 -
Attachment 3 Aging table of receivables and payments between Powertech Group
| transaction | 1 month |
2 month | 3 month | 4 month↑ | |||||
|---|---|---|---|---|---|---|---|---|---|
| Debtor | Creditor | Currency |
not overdue |
Total | |||||
| type | overdue |
overdue |
overdue |
overdue |
|||||
| PT | QS | Product | NTKD | 164,180 | 18,292 | 26,835 | 54,952 | 57,839 | 322,098 |
| KC | Material | NTKD | 4,206 | - |
- | - | - | 4,206 | |
| SS | Product | NTKD | 229,003 | - |
- | - | - | 229,003 | |
| TREASURE | Product | NTKD | 222,421 | 24,616 | - |
- | - | 247,037 | |
| TREASURE | KC | Material | NTKD | 32 | - |
- | - | - | 32 |
SS |
Product | NTKD | 20,428 | - |
- |
- |
- |
20,428 |
|
| SS | QS | Material | NTKD | 128,948 | 19,313 | 15,565 | 22,922 | 84,007 | 270,755 |
| KC | Material | NTKD | 37,687 | - |
- |
- |
- |
37,687 |
|
| TOTAL | 806,905 | 62,221 |
42,400 |
77,874 |
141,846 | 1,131,246 |
- 18 -
Attachment 4 (English Translation of Financial Report Originally Issued in Chinese)
POWERTECH INDUSTRIAL CO., LTD.
Balance Sheets
December 31,2022 and 2021
(expressed in thousands of New Taiwan dollars)
| POWERTECH INDUSTRIAL CO., LTD. Balance Sheets December 31,2022 and 2021 (expressed in thousands of New Taiwan dollars) |
POWERTECH INDUSTRIAL CO., LTD. Balance Sheets December 31,2022 and 2021 (expressed in thousands of New Taiwan dollars) |
POWERTECH INDUSTRIAL CO., LTD. Balance Sheets December 31,2022 and 2021 (expressed in thousands of New Taiwan dollars) |
||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets Current assets： 1100 Cash and equivalents 1110 Financial assets measured at fair value through profit or loss - Liquidity 1150 Notes receivable,net 1170 Accounts receivables,net 1200 Other receivables 1210 Other receivables-related 1220 Current tax assets 130X Inventories 1410 Prepayments 1476 Other financial-current Total current assets Non-current assets： 1550 Investments accounted for using equity method 1600 Property,plant and equipment 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Refundable deposits 1930 Long-term Receiable 1942 Long-term Receiable-related parties Total non-current assets Total assets |
December 31, 2022 | Liabilities and Stockholders’ equity Current liabilities： 2100 short-term loan 2130 Contract liabilities-current 2170 Account Payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables to related parties 2230 Current tax liabilities 2399 Other current liabilites Total current liabilities Non-current liabilities： 2570 ADeferred tax liabilities 2640 Accured pension liabilities-Non-current liavilities 2650 Investment loan balance using the equity method Total Non-current liabilities Total liabilities Equity:3100 Common stock 3200 Capital surplus retained earnings : 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity： 3410 Financial statement translation differences for foreign operations Total equity Total liabilities and stockholders’ equity December 31, 2021 Amount % 175,238 7 9,741 - 1,421 - 590,418 24 52,026 2 4,704 - 313 - 52 - 93,250 4 1 - 927,164 37 1,229,638 49 115,572 5 16,826 1 382 - 17 - 5,961 - 193,760 8 1,562,156 63 2,489,320 100 |
December 31, 2022 Amount % $ 320,000 13 26,422 1 11,156 - 802,344 31 36,601 1 1,247 - 746 - 74,080 3 1,272,596 49 6,367 - 11,657 - 13,743 1 31,767 1 1,304,363 50 967,244 39 183,364 7 327,198 13 80,747 3 (223,164) (9) 184,781 7 (85,360) (3) 1,250,029 50 $ 2554392 100 |
December 31,2021 Amount % 153,040 6 20,055 1 27,576 1 871,949 35 38,574 2 4,200 - - - 50,789 2 1,166,183 47 - - 15,411 1 34,720 1 50,131 2 1,216,314 49 967,244 39 183,364 7 327,198 13 80,747 3 (158,864) (6) 249,081 10 (126,683) (5) 1,273,006 51 2489320 100 |
||||||||||||||||||
| Amount 242,123 5,847 752 524,221 35,129 26,420 - - 199,612 80 1,034,184 1,188,147 112,661 4,072 341 17 - 214,970 1,520,208 $ 2,554,392 |
% | Amount $ 320,000 26,422 11,156 802,344 36,601 1,247 746 74,080 1,272,596 6,367 11,657 13,743 31,767 1,304,363 |
Amount 153,040 20,055 27,576 871,949 38,574 4,200 - 50,789 |
|||||||||||||||||||
| 9 - - 21 1 1 - - 8 - |
$ | |||||||||||||||||||||
1,272,596 |
49 | 1,166,183 |
47 | |||||||||||||||||||
6,367 11,657 13,743 |
- - 1 |
- 15,411 34,720 |
- 1 1 |
|||||||||||||||||||
| 1,034,184 | 40 | 927,164 | ||||||||||||||||||||
1,188,147 112,661 4,072 341 17 - 214,970 |
48 4 - - - - 8 |
1,229,638 115,572 16,826 382 17 5,961 193,760 |
||||||||||||||||||||
31,767 |
1 | 50,131 |
2 | |||||||||||||||||||
1,304,363 |
50 | 1,216,314 |
49 | |||||||||||||||||||
967,244 |
39 | 967,244 | 39 | |||||||||||||||||||
183,364 |
7 | 183,364 |
7 | |||||||||||||||||||
327,198 80,747 (223,164) |
13 3 (9) |
327,198 80,747 (158,864) |
13 3 (6) |
|||||||||||||||||||
1,520,208 |
60 | 1,562,156 |
||||||||||||||||||||
184,781 |
7 |
249,081 |
10 (5) |
|||||||||||||||||||
(85,360) |
(3) | (126,683) |
||||||||||||||||||||
1,250,029 |
50 |
1,273,006 |
51 |
|||||||||||||||||||
$ 2554392 |
100 | 2489320 |
100 | |||||||||||||||||||
| $ 2,554,392 |
100 | 2,489,320 |
See accompanying notes to the parent company only financial reports.
- 19 -
(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD.
Statements of Comprehensive Income
For the years ended December 31,2022 and 2021
(expressed in thousands of New Taiwan dollars)
| 4000 Operating revenue 5000 Operating costs Gross profit Operating expenses： 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss Total operating expenses Operating profit/loss Non-operating income and expenses： 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7060 Share of profit of subsidiaries, associates and jointventures accounted for using equity method 7055 expected credit impairment losses Total non-operating income and expenses Porfit before tax 7950 Less:tax expense Net loss for the period 8300 Other comprehensive income： 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit obligation 8349 Income tax relating to items that will not be classified Subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation 8399 Income tax relating to items that may be reclassified Subsequently to profit or loss 8300 Other comprehensive income,net |
2022 | % 100 92 |
2021 | % 100 95 |
|---|---|---|---|---|
| Amount $ 2,559,409 2,360,100 |
Amount 3,196,059 3,020,434 |
|||
199,309 |
8 | 175,625 |
5 | |
35,401 88,590 72,257 19,870 |
1 3 3 1 |
39,592 89,680 73,525 2,535 |
1 3 2 - |
|
216,118 |
8 | 205,332 |
6 | |
(16,809) |
- | (29,707) |
(1) | |
3,862 14 49,705 (3,783) (61,837) (17,412) |
- - 2 - (5) - |
2,666 583 16,160 (2,764) (145,952) (3,114) |
- - 1 - (3) - |
|
(29,451) |
(1) | (132,421) |
(4) | |
(46,260) 20,551 |
(1) 1 |
(162,128) (3,812) |
(5) - |
|
(66,811) |
(2) | (158,316) |
(5) | |
2,511 - |
- - |
1,700 - |
- - |
|
| 2,511 | - | 1,700 | - | |
41,323 - |
2 - |
(14,663) - |
- - |
|
| 41,323 | 2 | (14,663) |
- | |
43,834 |
2 | (12,963) |
- |
See accompanying notes to the parent company only financial reports
- 20 -
8500 Comprehensive income Earnings per share 9750 Basic net income per share
$ (22,977) - (171,279) (5) $ (0.69) (1.64)
See accompanying notes to the parent company only financial reports
- 21 -
POWERTECH INDUSTRIAL CO., LTD
Statements of Changes in Equity
For the years ended December 31,2022 and 2021
(Expressed in Thousand of New Taiwan Dollars)
| Balance at January 1,2021 Net profit for the period Other comprehensive income for the year Total comprehensive income for the year Earnings allocation and distribution： Legal reserve Special reserve Cash release from capital accumulation Balance at December 31,2021 Net loss for the period Other comprehensive gains and losses of the current period Total comprehensive profit and loss for the current period Balance at December 31,2022 |
Capital | Capital | Capital Surplus |
Capital Surplus |
Retained | Retained | Earnings | Earnings | Total | Financial Statement Translation Differences for Foreign Operations (112,020 |
Financial Statement Translation Differences for Foreign Operations (112,020 |
Financial Statement Translation Differences for Foreign Operations (112,020 |
Total Equity 1,466,532 (158,316) (12,963) (171,279) - - (22,247) 1,273,006 (66,811) (43,834) (22,977) 1,250,029 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Share |
Legal Reserve |
Special Reserve |
Unappropriated Retaied Earnings |
|||||||||||||||
| $ | 205,611 | 324,973 | 60,721 | 405,697 | ||||||||||||||
| 20,003 (158,316) 1,700 (156,616) (2,225) (20,026 - (158,864) (66,811) 2,511 |
||||||||||||||||||
(112,020 |
||||||||||||||||||
| - - |
- - |
- - |
- - |
(158,316) 1,700 |
- (14,663) |
|||||||||||||
| - | - | - | - | (156,616) |
(14,663) |
|||||||||||||
| - - - 967,244 - - - 967,24 |
- - (22,247) |
2,225 - - |
- 20,026 - |
- - - |
- - - |
|||||||||||||
| $ | 183,364 - - |
327,198 - - |
80,747 - - |
249,081 (66,811) 2,511 |
(126,683) - 41,323 |
|||||||||||||
| - | - | - | (64,300) |
(64,300) | (41,323) | |||||||||||||
| 183,364 | 327,198 | 80,747 | (22,164) |
184,781 | (85,360) |
- 22 -
(English Translation of Financial Report Originally Issued in Chinese)
POWERTECH INDUSTRIAL CO., LTD
Statements of Cash Flows
For the year ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Statements of Cash Flows For the year ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars) |
and 2021 Dollars) |
||||
|---|---|---|---|---|---|
Cash flows from operating activities： Net income before tax Adjustments： Adjustments to reconcile profit and loss Depreciation Expected credit impairment losses Measure the net benefit of financial assets and liabilities at fair value through profit and loss Interest expenses Interest income Dividend income Share of losses of subsidiaries, affiliates and joint ventures recognized using the equity method Disposal of investment loss (profit) Unrealized foreign currency exchange loss (profit) Lease Modification Benefit Total income and expense items Changes in assets/liabilities related to business activities: Decrease (increase) in the flow of financial assets measured at fair value through profit and loss Decrease (increase) in notes receivable (Increase) decrease in accounts receivable Other receivables (increase) decrease Accounts receivable-decrease in related parties (increase) Inventory reduction Increase in prepayments Total net changes in assets related to business activities Increase (decrease) in contract liabilities Increase (decrease) in accounts payable Accounts payable-increase (decrease) in related parties (Decrease) increase in other payables Other payables-related parties (decrease) increase Increase (decrease) in other current liabilities Decrease in net defined benefit liabilities Total net changes in liabilities related to operating activities Total net changes in assets and liabilities related to business activities Total adjustment items Cash (outflow) inflow from operations Interest income Dividend income Interest paid Income tax paid Cash flows from operating activities： Investee companies adopting the equity method to reduce capital and return share monies Acquired real estate, plant and equipment Disposed of real estate, plant and equipment Decrease in long-term receivables Long-term receivables Related party decrease (increase) Decrease(Increase) in prepaid equipment Other investing activities Net cash outflow from investing activities Cash flow from financing activities: Increase in short-term borrowings Lease principal repayment Cash dividend from capital reserve Net cash inflow (outflow) from financing activities The impact of exchange rate changes on cash and cash equivalents |
2022 $ (46,260) 7,524 37,282 3,738 3,783 (3,862) - 61,837 (31,832) - |
2021 | (162,128) 7,472 5,649 (200) 2,764 (2,666) (568) 145,952 1,168 9,298 (81) |
||
| 78,470 | 168,788 |
||||
156 669 186,759 (1,826) (21,919) 52 (106,362) |
762 (342) 54,641 2,858 (5,588) 79 (37,044) |
||||
57,529 |
15,366 |
||||
6,367 (20,947) (191,749) (4,230) (2,973) 23,291 (1,243) |
(4,446) 8,302 (114,662) (9,521) 4,200 15,419 (1,427) |
||||
(191,484) |
(102,135) |
||||
(133,955) |
(86,769) |
||||
(55,485) |
82,019 |
||||
(101,745) 3,783 - (3,468) (372) |
(80,109) 2,791 568 (2,646) (9,641) |
||||
(101,802) |
(89,037) |
||||
- (4,613) - 6,895 3,480 41 - |
28,040 (7,695) 155 2,545 (193,760) (208) (223) |
||||
| 5,803 | (171,146) |
||||
167,050 - - |
10,645 (716) (22,247) |
||||
| 167,050 | (12,318) |
||||
(4,166) |
(6,055) |
(See accompanying notes to the consolidated financial statements)
- 23 -
Increase in current cash and cash equivalents (decrease) Cash and cash equivalents at begging of year Cash and cash equivalents at end of year
| 66,885 175,238 $ 242,123 |
(278,556) 453,794 |
|---|---|
175,238 |
(See accompanying notes to the consolidated financial statements)
- 24 -
(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| December 31, | December 31, | December 31, | December 31, | Decembe 31, | Decembe 31, | December 31, | December 31, | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||||
| Assets | Amount | ％ | Amount | ％ | Liabilities and equity | Amount | ％ | Amount | ％ | |||||
| Current assets： | Current liabilities： | |||||||||||||
| 1100 | Cash and cash equivalents | $ | 559,567 |
22 | 407,708 |
16 |
2100 | Short-term loan | $ | 320,000 |
13 | 153,040 | 6 | |
| 1110 | Financial assets measured at fair value through profit or loss - Liquidity | 5,847 | - | 9,741 |
- |
|||||||||
| 1150 | Notes receivable,net | 752 | - | 1,421 | - |
2120 | Financial liabilities measured at fair value through profit or loss - current | - | - | 472 | - | |||
| 1170 | Accounts receivable,net | 595,237 | 24 | 672,962 |
26 |
2170 | Accounts payable | 264,698 | 11 | 466,351 | 18 | |||
| 1200 | Other receivables | 40,174 | 2 | 54,156 | 2 |
2200 | Other payables | 189,327 | 8 | 183,722 | 7 | |||
| 130X | Investories | 383,409 | 15 | 519,425 |
20 |
2230 | Current tax liabilities | 9,537 | - | 11,285 | - | |||
| 1410 | Prepayments | 188,583 | 7 | 126,408 |
5 |
2130 | Contract liabilities-current | 50,783 | 2 | 49,970 | 2 | |||
| 1476 | Other financial assets-current | 80 | - | 2 | - |
2280 | Lease Liability-Current | 77,880 | 3 | 65,507 | 3 | |||
| 1479 | Other current assets | 3,663 | - | 4,921 | - |
2300 | Other current liabilities | 99,743 | 4 | 72,844 | 3 | |||
| Total current assets | 1,777,312 | 70 | 1,796,744 |
69 |
Total current liabilities | 1,011,968 | 41 | 1,003,191 |
39 | |||||
| Non-current assets： | Non-current liabilities： | |||||||||||||
| 1600 | Property, plant and equipment | 383,912 | 15 | 273,212 |
11 |
2580 | Lease liabilities-non current | 6,367 | - | - | - | |||
| 1755 | Right-of-use asset | 300,642 | 13 | 360,136 | 14 | 2640 | Net defined benefit liabilities – non current | 240,448 | 10 | 300,092 | 12 | |||
| 1840 | Deferred income tax assets | 4,543 | - | 17,297 |
1 |
Total non-current liabilities | 11,657 | - | 15,411 | - | ||||
| 1915 | Prepayments for equipment | 22,545 | 1 | 111,161 |
4 |
Total liabilities | 258,472 | 10 | 315,503 | 12 | ||||
| 1920 | Refundable deposits | 29,363 | 1 | 25,891 | 1 | Equity attributable to shareholders of the parent： | 1,270,440 | 51 | 1,318,694 | 51 | ||||
| 1930 | Long-term receivables | - | - | 5,961 | - |
|||||||||
| 1990 | Other non-current assets | 2,152 | - | 1,298 | - |
3100 | Common stock | 967,244 | 38 | 967,244 | 37 | |||
| Total non-current assets | 743,157 | 30 | 794,956 |
31 |
3200 | Capital surplus | 183,364 | 7 | 183,364 | 7 | ||||
| Retained earnings： | ||||||||||||||
| 3310 | Legal reserve | 327,198 | 13 | 327,198 | 13 | |||||||||
| 3320 | Special reserve | 80,747 | 3 | 80,747 | 3 | |||||||||
| 3350 | Unappropriated retained earnings | (223,164) | (9) | (158,864) |
(6) | |||||||||
| 184,781 | 7 | 249,081 | 10 | |||||||||||
| Other equity： | ||||||||||||||
| 3410 | Financial statement translation differences for foreign operations | (85,360) | (3) | (126,683) |
(5) | |||||||||
| Total equity | 1,250,029 | 49 | 1,273,006 |
49 | ||||||||||
| Total assets | $ | 2,520,469 |
100 | 2,591,700 |
100 |
|||||||||
| Total liabilities and equity | $ | 2,520,469 |
100 | 2,591,700 |
100 |
(See accompanying notes to the consolidated financial statements)
- 25 -
(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31,2022 and 2021 (Expressed in Thousands of New Taiwan Dollars
| 4000 Operating revenue 5000 Operating costs Gross profit Operating expenses： 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss (gain) Total operating expenses Operating profit Non-operating income and expenses： 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7880 Expected credit impairment losses Total non-operating income and expenses 7900 Profit before tax 7950 Less：tax expense 8000 Continued operating department net profit 8100 Profit and loss of discontinued department After-tax profit and loss of discontinued department 8200 Net profit for the period 8300 Other comprehensive income： 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit obligation 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss |
2022 | ％ 100 85 |
2021 | ％ 100 91 |
|---|---|---|---|---|
| Amount $ 2,558,533 2,185,698 |
Amount 3,194,154 2,908,372 |
|||
372,835 |
15 | 285,782 |
9 | |
99,729 245,237 104,756 19,812 |
4 10 4 1 |
103,010 220,258 119,862 2,535 |
3 7 4 - |
|
469,534 |
19 | 445,665 |
14 | |
(96,699) |
(4) | (159,883) |
(5) | |
1,497 33 91,117 (24,768) (17,412) |
- - 4 (1) (1) |
3,572 616 15,911 (19,068) (3,114) |
- - - (1) - |
|
50,467 |
2 |
(2,083) |
(1) | |
(46,232) 20,551 |
(2) 1 |
(161,966) (3,713) |
(6) - |
|
(66,783) |
(3) | (158,253) |
(6) |
|
(28) |
- |
(63) |
- |
|
(66,811) |
(3) | (158,316) |
(6) |
|
2,511 - |
- - |
1,700 - |
- - |
|
| 2,511 | - | 1,700 | - |
|
(See accompanying notes to the parent company only financial reports)
- 26 -
| 8361 Exchange differences on translation 8399 Income tax relating to items that may be reclassified Subsequently to profit or loss 8300 Other comprehensive income, net 8500 Comprehensive income 9750 Basic net income per share Diluted net income per share Continuing business unit 9710 Basic earnings per share |
41,323 2 - - |
(14,663) - - - |
|---|---|---|
| 41,323 2 |
(14,663) - |
|
43,834 2 |
(12,963) - |
|
$ (22,977) (1) |
(171,279) (6) |
|
$ (0.69) |
(1.64) (1.64) |
|
$ (0.69) |
(See accompanying notes to the parent company only financial reports)
- 27 -
(English Translation of Financial Report Originally Issued in Chinese)
POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Statements of Changes in Equity
For the years ended December 31,2022 and 2021 (Expressed in Thousand of New Taiwan Dollars)
Equity Attributable to Shareholders of the parent
| Balance at January 1,2021 Net profit for the period Other comprehensive income for the year Total comprehensive income for the year Appropriation and distribution of retained earnings： Legal reserve Special reserve Capital reserve allocation cash Balance at December 31,2021 Net deficit for the period Other comprehensive gains and losses of the period Total comprehensive profit and loss for the period Balance at December 31,2022 |
Capital | Capital Surplus |
Retained | Earnings | Earnings | Total 405,697 |
Financial Statement Translation Differences for Foreign Operations |
Financial Statement Translation Differences for Foreign Operations |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|---|
Common Share |
Legal Reserve |
Special Reserve |
Unappropriated Retaied Earnings |
|||||||
| $ 967,244 | 205,611 |
324,973 |
1,466,532 (158,316) (12,963) (171,279) - - (22,247) 1,273,006 1,250,029 |
|||||||
20,003 (158,316) 1,700 (156,616) (2,225) (20,026) - (158,864) (66,811) 2,511 (64,300) (223,164) |
||||||||||
(112,020) |
||||||||||
- - |
- - |
- - |
- - |
(158,316) 1,700 |
- (14,663) |
|||||
| - | - | - | - | (156,616) |
(14,663) |
|||||
| - - - - - (22,247) |
2,225 - - |
- 20,026 - |
- - - |
- - - |
||||||
967,244 183,364 - - - - |
327,198 - - |
80,747 - - - 80,747 |
249,081 (66,811) 2,511 |
(126,683) - 41,323 41,323 (85,360) |
||||||
| - - |
- | (64,300) |
||||||||
| $ 967,244 183,364 |
327,198 |
184,781 |
(See accompanying notes to the consolidated financial statements)
- 28 -
(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Statementss of Cash Flows
For the years ended December 31,2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities： Continuing business department's pre-tax net profit Pre-tax net profit of discontinued departments Net profit before tax for the period Adjustments： Adjustments to reconcile profit and loss Depreciation Amortization Expected credit impairment losses Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expenses Interest income Dividend income Disposal and retirement of real property, plant and equipment interests Unrealized foreign currency exchange (benefit) losses Lease modification loss Total income expense items Changes in operating assets and liabilities： Net changes in operating assets： Financial assets measured at fair value through profit or loss (increase) decrease Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in other accounts receivable Decrease (increase) in inventories Prepayments (Increase) reduce Other current assets (Increase) decreased Total net change in assets associated with business activities Net changes in liabilities related to operating activities: Increase in financial liabilities measured at fair value through profit and loss Increase (decrease) in contract liabilities Increase (decrease) in accounts payable Increase (Decrease) in other payables Decrease in other current liabilities Decrease in net defined benefit liabilities Total changes in operating liability ,net Net changes in operating liabilities： Total adjustment item Cash outflow from operations Interest received Dividend received Interest paid Income tax paid Total changes in operating liabilities, net Cash flows from investing activities： Acquisitions of subsidiaries (net of cash acquired) Acquired real estate, plant and equipment Disposal of real property, plant and equipment Decrease in deposit margin (increase) Decrease in long-term receivables Increase in other non-current assets Increase in prepayments for equipment Net cash outflow in investing activities Cash outflow from financing activities： Net increase in short-term borrowings Lease principal repayment |
2022 $ (46,232) (28) |
2021 (161,966) (63) |
|---|---|---|
(46,260) 148,111 3,173 37,224 3,738 24,768 (1,497) - (8,710) (67,757) - |
(162,029) 108,830 392 5,649 (200) 19,068 (3,572) (568) (6,413) 12,385 1,052 |
|
| 139,050 | 136,623 |
|
156 669 128,521 (11) 165,930 (59,967) 2,234 |
1,189 (342) 10,176 2,438 (215,311) (8,114) 210 |
|
237,532 |
(209,754) |
|
(472) 525 (207,872) 1,685 6,815 (1,243) |
472 (976) 12,537 8,625 15,656 (1,427) |
|
(200,562) |
34,887 |
|
36,970 |
(174,867) |
|
176,020 |
(38,244) |
|
129,760 1,419 - (24,571) (3,026) |
(200,273) 4,132 568 (18,965) (10,196) |
|
103,582 |
(224,734) |
|
(14,589) (84,227) 34,548 (3,472) 6,428 (1,755) (15,587) |
- (145,338) 19,750 (16,717) 2,733 (183) (64,414) |
|
(78,654) |
(204,169) |
|
167,005 (69,417) |
10,645 (55,556) |
(See accompanying notes to the consolidated financial statements)
- 29 -
| Cash distribution from capital surplus Net cash inflow (outflow) from financing activities Effect of exchange rate changes on cash and cash equivalents Increase(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
- (22,247) |
|---|---|
97,588 (67,158) |
|
29,343 (5,706) |
|
151,859 (501,767) 407,708 909,475 |
|
$ 559,567 407,708 |
- 30 -
Appendix 1
Article of Incorporation of Powertech Industrial Co.,Ltd CHAPTER 1 GENERAL PROVISIONS
2020.06.10 revised
Article 1
The Company is organized under the Company Law and shall be named POWERTECH INDUSTRIAL CO., LTD.
Article 2
The scope of business of the Company is as follows:
-
CC01020 wire and cable manufacturing industry
-
CC01030 electrical and audio-visual electronics manufacturing industry
-
CC01110 computer and its peripheral equipment manufacturing industry
-
CC01060 wired communications machinery and equipment manufacturing industry
-
CC01070 wireless communications machinery and equipment manufacturing industry
-
CC01080 electronic components manufacturing industry
-
CC01990 other electrical and electronic machinery and equipment manufacturing industry
-
F401010 international trade industry
-
F401021 telecommunications control RF equipment input industry
10.CE01021 Weighing scale manufacturing
-
11.FA01181 Weighing instrument trading industry
-
12.JA02051 Weighing scale repair industry
-
ZZ99999 In addition to the permitted business, the business is not prohibited or restricted business
Article 3
The Company shall set up a branch office in Zhonghe District of Xinbei City and, if necessary, set up branch offices at home and abroad upon the resolution of the Board of Directors. Article 4
The announcement method of the Company shall be handled in accordance with the provisions of Article 28 of the Company Law.
Article 4-1
The Company shall treat the Company as a result of the need for outward investment and shall be determined by the board of directors of the Company as a limited liability shareholder, and the total amount of its investment shall not be limited by the amount of the investment amount stipulated in Article 13 of the Company Law.
Article 4-2
The Company is required to obtain external guarantees in respect of its business.
CHAPTER 2 SHARES
Article 5
The The capital of the Compan is set at NT $ 1500 million, divided into NT $ 150 million shares, all of which are ordinary shares, NT $ 1.00 per share, of which unissued shares are authorized to be issued by the board of directors in multiples.
Among the total capital in the preceding paragraph, 1500 million shares are reserved for the use of employee stock options, corporate bonds with stock options, special stocks with stock options, etc. for the exercise of stock options.
If the company issues employee stock options at a subscription price lower than the closing price of the issue date, it shall only be obtained with the consent of the most recent shareholders' meeting to represent more than half of the total number of issued shares and
- 31 -
the attendance of more than two thirds of the shareholders issued. Article 5-1
The Company shall repurchase the shares of the Company in accordance with Paragraph 1 of Paragraph 1 of Article 28 bis of the Securities Exchange Act and shall, after the transfer of the average price of the actual purchase shares and the employee, The shareholders will attend the majority of the shareholders who have issued the total number of shares and attend the shareholders' voting right by more than two thirds of the voting rights. Article 6
The company's stocks are registered by name, signed or stamped by the directors representing the company, and issued after obtaining a bank visa that can legally serve as a stock issuing visa holder. The shares issued by the company may be exempt from printing stocks, but they should be registered with the securities centralized custody institution. Article 7
The registration of shares shall not be made within five days before the shareholders' meeting within the first 60 days of the shareholders' meeting, within 30 days before the shareholders' temporary meeting, or within five days before the date on which the company decides to distribute dividends and dividends or other interests.
Article 7-1
The handling of the shares of the Company shall be handled by the "Guidelines on Shareholding of Public Offering Companies" promulgated by the Competent Authority.
CHAPTER 3 SHAREHOLDERS’MEETING
Article 8
The ordinary meeting of the shareholders' meeting and the temporary meeting shall be convened at least once every year and shall be held within six months after the end of each accounting year. Article 8-1
Shareholders who hold more than one percent of the shares of the Company at the time of the ordinary meeting of the shareholders are required to submit the shareholders' general meeting in writing to the Company. However, if one of the proposals is more than one proposal, they shall not be included in the proposal. Operations are in accordance with the company law and related regulations.
Article 9
When a shareholder fails to attend the shareholders' meeting for any reason, he / she shall be entrusted with the entrusted agent of the power of attorney issued by the company. In accordance with the provisions of Article 177 of the Company Law, the shareholders of the Company shall, in accordance with the provisions of the Rules on the Use of Power of Attorney in the Shareholders' Meeting issued by the Competent Authority. Article 10
The shareholders of the Company shall have a voting right in each share, except that the Act otherwise provides that the shares have no voting right. Article 11
The resolution of the shareholders' meeting shall, except as otherwise provided in the relevant laws and regulations, represent the shareholders who represent more than half of the total number of shares to be issued in person or by proxy in order to attend the majority of the voting rights of the shareholders. Article 11-1
If the Company revokes the public offering in future, it shall be referred to the resolution of the shareholders' meeting and shall not change the provisions during the listing period. Article 12
The shareholders' meeting shall be convened by the board of directors and shall be the chairman of the board of directors. When the chairman of the board of directors is absent, the chairman of the board of directors shall appoint one of the directors to act as a proxy, and if the other party is not designated, the chairman shall be elected by the director; The chairman
- 32 -
of the convenor of the convenor, the convenor of more than two should be pushed each other as a person. Article 13
The resolution of the shareholders' meeting shall be made by the chairman of the shareholders' meeting or sealed by the chairman of the shareholders' meeting and shall be circulated in writing or electronically to the shareholders within 20 days after the meeting. The distribution of the aforesaid proceedings shall be Notice of the way.
CHAPTER 4 DIRECTORS AND SUPERVISORS
Article 14
The company has five to nine directors and three supervisors. The candidate nomination system is adopted by the shareholders' meeting on the list of candidates. The term of office is three years and can be re-elected. Among the aforementioned directors, the number of independent directors shall not be less than three, and shall not be less than five-fifths of the number of directors. Relevant regulations of the authorities. Article 14-1
Missing one of the directors or supervisors amounted to one-third of all dismissed, the Board of Directors shall convene an extraordinary session of shareholders within 60 days of the election, his term of office in order to make up for the duration of their former limit. Article 14-2
After the re-election of the director and supervisor appointed by the shareholders' general meeting of 2019, the company set up an audit committee in accordance with the Securities Exchange Act to replace the supervisor and be responsible for the implementation of the supervisor's functions. The audit committee is composed of all independent directors. The exercise of the audit committee's powers and related matters are handled in accordance with relevant laws and regulations. The relevant provisions of the Articles of Association regarding supervisors cease to apply from the date of the establishment of the audit committee. The company may set up a salary and compensation committee or other functional committees in accordance with legal regulations or business needs.
Article 15
The board of directors of the board of directors shall be represented by more than two-thirds of the directors and one or more of the directors attending the meeting. If the chairman of the board of directors fails to exercise his or her duties, the agent shall handle the matter in accordance with the provisions of Article 208 of the Company Law. Article 16
The board of directors is convened once a quarter, and the convening should state the matter because the every director and supervisor were notified seven days ago; The notice of the convening of the board of directors may be in writing, fax, or electronic. Article 17
The directors may, in writing, authorize representatives of other directors to attend the board of directors, but shall issue a power of attorney every time, indicating the scope of authorization 1 and subject to the entrustment of one person.
Article 18
The resolutions of the board of directors shall, except as otherwise provided in the Company Law, be attended by more than half of the directors and attend the majority of the directors' consent.
Article 19
The proceedings of the board of directors shall be made by the chairman of the meeting or sealed by the chairman of the meeting and shall be distributed to the directors within 20 days after the meeting.
Article 19-1
The matters relating to the board of directors of the Company and other related matters shall be handled in accordance with the Rules of Procedure of the Board of Directors of the
- 33 -
Company. Article 20
The remuneration of the directors and supervisors shall authorize the board of directors to pay the value of the operation and the contribution of the Company in accordance with the general level of the same industry. The Company shall, within the term of office of the directors and supervisors, purchase liability insurance in respect of its business scope, liability in accordance with the law.
CHAPTER 5 MANAGERS
Article 21
The Company shall set up a manager whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Law.
CHAPTER 6 ACCOUNTING
Article 22
At the end of each accounting year, the board of directors shall prepare the following list and submit the inspection to the supervisor at the meeting of the shareholders' meeting 30 days before submitting the request to the shareholders for approval.
-
The business report
-
The financial statements
-
The distribution of surplus or loss of the motion.
Article 23
In the case of profit for the year (the so-called profit shall be deducted from the distribution of the employee's remuneration and the benefit of the supervisor), 2%~15% shall be paid for the employees and not more than 3% for the directors of remuneration. However, if the Company has accumulated losses (including the adjustment of undistributed surplus amount), the amount should be retained in advance.
The employees of the preceding paragraph may be paid in the form of shares or cash, and the object of payment shall include the employees of the subsidiary who meet the conditions set by the board of directors. The preceding directors are only allowed to do so. The first two items should be resolved by the board of directors and report to the shareholders' meeting. Article 23-1
In the event of the after-tax net profit of the Company for the current year, the accumulative loss shall be made up (including the adjustment of the undistributed surplus amount), and 10% shall be allocated as the legal surplus reserve; but the legal surplus reserve The cumulative amount of the Company has paid the total amount of paid-in capital. To allocate or rotate the special surplus reserve in accordance with the law or the competent authority. The subsequent earnings, together with the unallocated earnings at the beginning of the period (including the adjustment of the undistributed surplus amount), the shareholders' proposed dividend distribution is proposed by the board of directors.
The dividend policy of the Company mainly considers the future development of the Company and the demand for funds. For the purpose of future financial needs and long-term financial planning, the cash dividend shall not be less than 20% of the total dividend.
CHAPTER 7 SUPPLEMENTAL PROVISIONS
Article 24
If the articles of association do not, the relevant laws and regulations shall be handled in accordance with the provisions of the Company Law and the relevant laws and regulations. The Articles of Incorporation or amendments are made after approval by the Competent Authority.
- 34 -
Article 25
These Articles of Incorportion were prescribed by the promoters on November 9, 2000. The 1st amendment was made on February 4, 2002; The 2nd amendment was made on October 25, 2002; The 3rd amendment was made on December 5, 2002; The 4th amendment was made on June 20, 2003; The 5th amendment was made on June 18, 2004; The 6th amendment was made on June 23, 2005; The 7th amendment was made on June 23, 2005; The 8th amendment was made on June 14, 2006; The 9th amendment was made on June 15, 2007; The 10th amendment was made on June 13, 2008; The 11th amendment was made on May 26, 2010; The 12th amendment was made on May 30, 2011; The 13th amendment was made on June 18, 2012; The 14th amendment was made on June 28, 2013; The 15th amendment was made on June 7, 2016; The 16th amendment was made on June 14, 2018 The 17th amendment was made on June 10 ,2020
POWERTECH INDUSTRIAL CO.,LTD.
CHAIRMAN& PRESIDENT
JONIE CHOU
- 35 -
Appendix 2
Rules of Procedures for Shareholders Meeting
Passed by the General Shareholders Meeting on June 14, 2017
In addition to the provisions of the laws and regulations of the Company, the shareholders' meeting of the Company shall be handled in accordance with these Standards.
The shareholders referred to in these Rules shall mean the representatives or agents entrusted by the shareholders themselves and the shareholders.
The Company shall convene a shareholders 'meeting and may exercise its voting rights in writing or electronically; its exercise shall be set out in the notice convened by the shareholders' meeting. The company has to set up a signature card for attendance by the shareholders, or by the shareholders to pay the attendance card to sign on behalf of the card. The number of shares to be attended by the attendance card or the attendance card. In addition to the provisions of Article 179 of the Company, the attendance and voting of the shareholders' meeting shall be based on the shares.
The place where the shareholders 'meeting will be held shall be at the place where the Company is located or facilitated by the shareholders and suitable for the convening of the shareholders' meeting; the meeting shall not be earlier than 9 am or later than 3 pm.
If the chairman of the board of directors is appointed by the chairman of the board of directors, the chairman of the board of directors shall be represented by the chairman of the board of directors, or if the chairman of the board of directors fails to exercise his or her duties, he shall be represented by the deputy chairman or vice chairman or vice chairman of the board of directors. The chairman of the board of directors appointed by the chairman of the agent; its no executive director, designated director of a proxy, the chairman did not specify the agent, by the executive director or director of each other. If the shareholders are convened by the convenor other than the board of directors, the chairman of the board of directors shall be appointed by the convenor.
4.
After the meeting has been adjourned, the shareholders shall not continue to hold the meeting at the original site or another place. However, if the chairman violates the rules of procedure, he announces that the meeting will be elected by a majority of the shareholders to attend the meeting.
The company shall keep the whole process of recording or recording of the meeting of the shareholders' meeting and keep it for at least one year.
The company may appoint an appointed lawyer, accountant or related person to attend the shareholders' meeting.
The management staff of the shareholders' meeting shall wear a recognition certificate or armband.
If the chairman of the meeting has not been represented by a majority of the total number of shares to be issued, the chairman may declare a postponement of the meeting. The delay shall be limited to two times, and the delay shall not exceed one hour. If there is less than one third of the total number of issued shares, the shareholders may attend the meeting.
If the number of shares to be represented is less than half of the total number of issued
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shares before the meeting is not completed, the chairman shall resubmit the decision to resubmit the meeting in accordance with the provisions of the Company Law.
10.
The meeting shall be made by the board of directors, and the meeting shall be conducted on the basis of the scheduled agenda and shall not be changed without the resolution of the shareholders' meeting.
If the shareholders are convened by the convenor other than the board of directors, the provisions of the preceding paragraph shall be used.
Agenda 2 Before the proceedings (including provisional motion) are not terminated, the President shall not adjourn the meeting by resolution.
11.
Before attending a statement, the applicant must first fill in the statement to specify the purpose of the statement, the number of members and the name of the board, by the chairman to specify the order of their speeches.
Attendance of the shareholders only to speak but not speakers, as not speak. The content of the statement and the statement of the statement does not match, to speak content shall prevail.
At the time of the presentation of the shareholders, the other shareholders shall not speak in any way except with the consent of the chairman and the shareholders of the statement, and the chairman of the violation shall cease.
The same motion shall not be repeated by the Chairman, and shall not exceed two times, not more than five minutes. If the shareholder speaks in violation of the preceding paragraph or exceeds the scope of the question, the chairman shall stop his speech.
12.
Any legal entity designated as proxy by a shareholder(s) to be present at the shareholders meeting may appoint only one representative to attend such meeting. If a corporate shareholder who designated two or more representatives to represent may speak on any one discussion item.
13.
After the presentation of the shareholders, the chairman has personally or designated the relevant personnel to reply.
14.
The bill of directors of the motion and the counting of votes, designated by the chairman, but the prisoners should have a shareholder status. The result of the vote shall be reported on the spot and made into record.
15.
The meeting is in progress and the chairman has the time to declare his rest. If a meeting fails to end, the Assembly will be resolved by resolution within five days and free from the notice and announcement.
16.
The resolution of the resolution shall be approved by the majority of the shareholders' voting rights in addition to the provisions of the Company Law and the Articles of Association.
Vote on the motion:
a. When the Chairman is consulted and all the participants are not dissenting, they shall be deemed to have passed the same objection without the objection.
b. The same is true of the votes cast against the motion and the remainder of the objection is the same as the vote.
c. In the case of an amendment or an alternative to the same motion, the Chairman shall, in the same order as the original proposal. If the other case has been passed, the other motions shall be deemed to have been vetoed.
The chairman has commanded the captain (or security officer) to assist in maintaining the order of the venue. When the captain (or the security officer) is present to assist in
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maintaining the order, the mark of the "picker" should be worn.
18.
The Rules shall be implemented after the adoption of the Shareholders' Meeting.
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Appendix 3
Rules for the election of directors
Passed by the General Shareholders Meeting on June 10, 2021
1.
The election of directors of the Company shall be handled in accordance with these Regulations.
2.
When the shareholders' meeting elects directors, unless otherwise provided by the Company Law, a cumulative voting system shall be adopted, that is, each share has the same voting rights as the number of directors to be elected. Representatives with more voting rights are elected as directors.
3.
At the beginning of the election, the chairman shall designate a number of scrutineers and tellers to perform various related tasks.
4.
The directors of the company shall be elected by the shareholders' meeting from the list of candidates, and according to the quota stipulated in the articles of association of the company, according to the statistical results of the voting ballots, the votes obtained represent those with more voting rights, and they shall be elected as directors and independent directors respectively. If two or more people have the same number of votes and the number of votes exceeds the specified number, the votes representing the same number of votes will be drawn by lot.
If the elected director has been checked and confirmed that his personal information is inconsistent or unfit according to relevant laws and regulations, his election will be invalid. The votes of directors shall be counted and elected by independent directors and non-independent directors.
5.
The convener of the shareholders' meeting shall prepare ballots equal to the number of directors to be elected, fill in their weights, and distribute to shareholders attending the shareholders' meeting. The names of the electors may be replaced by the attendance certificate number printed on the ballot.
6.
The company may directly print the candidate's account number (or ID number) and account name on the ballot paper for shareholders to check. However, this does not apply to shareholders who exercise their right to vote by electronic voting.
7.
Ballots that fall under any of the following circumstances are invalid:
-
(1) Those who do not need the electoral ballots stipulated in Article 5 of these Regulations.
-
(2) Those who put blank ballots into the ballot box.
-
(3) Election ballots that have not been put into the ballot box.
-
(4) In addition to filling in the list of "candidates" compiled by the company, other words are included.
-
(5) The handwriting is blurred, unrecognizable or altered.
-
(6) The number of candidates filled in exceeds the specified number of candidates to be
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elected.
-
(7) The total number of voting rights allocated is more than the number of votes held by the elector.
-
(8) Two or more electees are listed on the same ballot.
8.
After the voting is completed, the voting results shall be announced on the spot by the chairman, including the list of directors elected and their right to be elected.
9.
The elected directors shall be notified by the company respectively and fill in the "Consent to Appointment", and then register to take office according to the law.
10.
Matters not stipulated in these Measures shall be handled in accordance with the provisions of the Company Law, the Articles of Association of the Company and relevant laws and regulations.
11.
These Measures shall come into force after being approved by the shareholders' meeting, and the same shall apply to amendments.
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Appendix 4
POWERTECH INDUSTRIAL CO.,LTD.
Shareholding of Directors
Book closure date: April 15, 2023
| Book closure date: April 15, 2023 | Book closure date: April 15, 2023 | |||
|---|---|---|---|---|
| Position | Name | Date elected |
Current shareholding | |
| Shares | Shareholding ratio% |
|||
| Chairman | Jonie Chou | 6.14, 2022 | 6,952,307 | 7.19 |
| Director | Michael Tian-Shyug Lee |
1,336,458 | 1.38 |
|
| Director | Jennifer Lai | 283,141 | 0.29 |
|
| Director | Chun-Yang Chen |
1,443,823 |
1.49 |
|
| Director | LIuyifeng Investment |
1,214,000 |
1.26 |
|
| Independent Director |
Chun-Chi Yang |
0 | 0 |
|
| Independent Director |
Tsung-Pei Lee |
0 | 0 |
|
| Independent Director |
Shin-Rong Shiah-Hou |
0 | 0 |
|
| Total Shares of Direcotors | 11,229,729 | 11.61 |
Note 1. The minimum required total shareholding of all directors by law: 9,672,445 shares Note 2. The company set up the audit committee on June 14, 2022
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Appendix 5
A. Candidates for directors (including independent directors):
- According to the provisions of Article 14 of the Articles of Association of the company, the election of directors (including independent directors) adopts the candidate nomination system. The "list of candidates" is reviewed and approved by the board of directors as follows:
| s: | ||||
|---|---|---|---|---|
| Serial number |
Name | Experience | Directors/ Independent Directors |
The number of shares held in the register of shareholders on the closing date (2023.4.15) |
| 1 | Ming-chih Chen |
Texas A&M University Doctor of Philosophy Professor at Fu Jen University |
Independent Director |
0 |
B. Acceptance of proposals submitted by shareholders this annual general shareholders’ meeting:
-
Acceptance of proposals submitted by Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a general shareholders’ meeting, provided that only one matter shall be allowed in each single proposal. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words (including proposal, explanatory notes and punctuation marks), and any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the general shareholders’ meeting where at his proposal is to be discussed and shall take part in the discussion of such proposal.
-
The proposal accepting period of 2023Annual General Shareholders Meeting is from April 7 2023 to April 17 2023
-
No proposals are raised by shareholders during the said accepting period.
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